26/04/2007

Resolutions on the annual general meeting of MOL held on 26 april 2007

MOL Hungarian Oil and Gas Public Limited Company held its Annual General Meeting (AGM) on 26 April 2007. The repeated AGM had a quorum with 46,034,040 shares, 46.77% of shareholders present. The AGM adopted the following noteworthy resolutions:

  1. The AGM approved the reports of the Board of Directors and the Supervisory Board, the financial statements of the Company, prepared in accordance with the Hungarian Law on Accounting including a balance sheet total of HUF 2,136 billion, a profit after taxation of HUF 295 billion and tied-up reserves of HUF 270 bn, the auditors’ report and the consolidated financial statements of the MOL Group, prepared in accordance with IFRS (International Financial Reporting Standards), including a balance sheet total of HUF 2,165 billion and a profit attributable to equity holders of HUF 329 billion and the auditors’ report thereon. (45,988,894  Yes,  0 No,  45,066 Abstain)
  1. The AGM approved the payment of a gross dividend of HUF 50 bn for the 2006 financial year. The dividend on treasury shares is distributed to those shareholders eligible for dividend, in proportion to their shares. The profit after dividend payment shall be booked as retained earnings. (45,953,878 Yes, 0 No, 54,336 Abstain)
  1. The AGM approved the company’s declaration on its corporate governance practices pursuant to the Corporate Governance Recommendations issued by the Budapest Stock Exchange. (45,953,333 Yes, 0 No, 45,430 Abstain)
  1. The AGM approved the appointment of Ernst & Young Könyvvizsgáló Kft. as MOL external auditors for the financial year 2007 with the remuneration fee of HUF 88 million plus VAT and approved the material elements of the contract with the auditor. (45,988,309 Yes, 120 No, 45,160 Abstain)
  1. The AGM approved the authorisation of the Board of Directors to acquire treasury shares up to 10% of registered share capital for the next 18 months starting on the date of the AGM. (45,993,348 Yes, 0 No, 40,612 Abstain)
  1. The AGM re-elected Mr. László Akar as a member of the Board of Directors from 12 October 2007 until 11 October 2012. (46,033,470 Yes, 187 No, 303 Abstain)
  1. The AGM re-elected Mr. Miklós Kamarás as a member of the Board of Directors from 12 October 2007 until 11 October 2012. (46,033,426 Yes, 220 No, 270 Abstain)
  1. The AGM re-elected dr. Ernő Kemenes as a member of the Board of Directors from 12 October 2007 until 11 October 2012. (46,033,470 Yes, 219 No, 271 Abstain)
  1. The AGM elected Mr. József Molnár as a member of the Board of Directors from 12 October 2007 until 11 October 2012. The Annual General Meeting gave the approval to József Molnár to its mandate as member of the Board of Directors of Slovnaft a.s. according to Article 25.1 of Company Act (46,033,596 Yes, 302 No, 62 Abstain)
  1. The AGM approved unchanged remuneration for the elected members of the Board of Directors, in accordance with the Resolutions 73 and 74 of the Extraordinary General Meeting held on 1 September 2003, the Resolution 26 of the Annual General Meeting held on 30 April 2004 and the Resolutions 15, 16 and 17 of the Annual General Meeting held on 27 April 2005. (46,033,145 Yes, 0 No, 270 Abstain)
  1. The AGM re-elected dr. Mihály Kupa as a member of the Supervisory Board from 12 October 2007 until 11 October 2012. (46,033,145 Yes, 0 No, 94 Abstain)
  1. The AGM re-elected Mr. John I. Charody as a member of the Supervisory Board from 12 October 2007 until 11 October 2012. (45,804,220 Yes, 0 No, 229,019 Abstain)
  1. The AGM re-elected dr. Attila Chikán as a member of the Supervisory Board from 12 October 2007 until 11 October 2012. (46,033,145 Yes, 0 No, 94 Abstain)
  1. The AGM re-elected dr. Sándor Lámfalussy as a member of the Supervisory Board from 12 October 2007 until 11 October 2012. (46,033,080 Yes, 0 No, 97 Abstain)
  1. The AGM re-elected Mr. Slavomir Hatina as a member of the Supervisory Board from 12 October 2007 until 11 October 2012. (46,033,020 Yes, 0 No, 219 Abstain)
  1. The AGM elected Mr. János Major, Mr. Lajos Benedek and Mr. Attila Juhász, employees of MOL Plc., as employee representatives in the Supervisory Board from 12 October 2007 until 11 October 2012. (46,033,384 Yes, 125 No, 0 Abstain) Mr. Attila Juhász and Mr. Lajos Benedek do not own MOL shares currently.
  1. The AGM approved unchanged remuneration for the elected members of the Supervisory Board, in accordance with the Resolution 19 of the Annual General Meeting held on 27 April 2005. (46,033,239 Yes, 270 No, 0 Abstain)
  1. The AGM approved the amendment of Article 15.4. of the Articles of Association on the removal of the members of the Board of Directors. (34,710,533 Yes, 11,278,147 No, 45,160 Abstain)
  1. The AGM approved the cancellation of Articles 10.1.3-10.1.6. of the Articles of Associations on the nomination rights of the holder of “B” series share. (35,989,053 Yes, 9,999,747 No, 45,160 Abstain)
  1. The AGM approved the amendment of Article 10.4. of the Articles of Association on the voting right of the holder of “B” series share. (35,988,944 Yes, 9,999,747 No, 45,269 Abstain)
  1. The AGM approved the amendment of Article 12.9. of the Articles of Association on the right of the holder of “B” series share to convene the extraordinary general meeting. (35,760,209 Yes, 10,228,547 No, 45,142 Abstain)
  1. The AGM approved the cancellation of Articles 12.4. a) of the Articles of Associations on the voting rights of the holder of “B” series share in certain issues. (35,989,053  Yes, 9,999,747 No, 45,160 Abstain)
  1. The AGM approved the cancellation of Articles 12.4. b) of the Articles of Associations on the voting rights of the holder of “B” series share in certain issues. (35,989,008 Yes, 9,999,748 No, 45,204 Abstain)
  1. The AGM approved the cancellation of Articles 12.4. d) of the Articles of Associations on the voting rights of the holder of “B” series share in certain issues. (35,989,052 Yes, 9,999,748 No, 45,160 Abstain)
  1. The AGM approved the cancellation of Articles 12.4. e) of the Articles of Associations on the voting rights of the holder of “B” series share in certain issues. (35,989,008 Yes, 9,999,748 No, 45,204 Abstain)
  1. The AGM approved the amendment of Article 13.5. of the Articles of Association on the quorum of the general meeting. (35,904,634 Yes, 9,999,748 No, 45,204 Abstain)
The AGM approved the amendment of Article 28. of the Articles of Association on the applicable law. (45,747,806 Yes, 156,350 No, 45,430 Abstain)