MOL MAGYAR OLAJ- ÉS

MOL
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MOL Magyar Olaj es Gázipari Nyilvánosan Muködo Reszvenytársaság : Announcement by the Board of Directors of MOL on the convocation of Extraordinary General Meeting

11/18/2021 | 12:53pm

MOL Hungarian Oil and Gas Public Limited Company

(seat: Budapest H-1117, Október huszonharmadika u. 18.,

court of registration: Company Registry Court of Budapest-Capital Regional Court (Budapest),

Registration no.: 01-10-041683, hereinafter: "Company")

convenes its Extraordinary General Meeting

at 10.00 a.m. on 22 December, 2021 (Tuesday)

in theKempinski Hotel Corvinus

(H-1051 Budapest, V. district, Erzsébet square 7-8.)

Way of organizing the general meeting: participation in person

We hereby notify our Shareholders that based on Government Decree 502/2020 (XI.16) and Section 3 (1) of the Act I of 2021 on the Protection against Coronavirus epidemic, the publication of the present Invitation and the EGM will be held according to the general rules, in the usual way, in personal presence of the shareholders. In case the EGM is not allowed to be held in personal presence of the Shareholders due to possible modifications of the legislation in force, the Company will notify its Shareholders about this fact via appropriate announcements.

We kindly request our Shareholders to read carefully the Notice regarding the epidemic situation and to continuously follow the communication in connection with the EGM on MOL Plc.'s homepage.

The Board of Directors hereby convenes the general meeting with the following agenda:

  1. Decision and authorization related to the sale of (treasury) shares owned by MOL Plc. to the Special Employee Share Ownership Program Organizations to be created by the employees of MOL Plc.
  2. Decision on providing support in connection with the Special Employee Share Ownership Program to be launched by the employees of MOL Plc.
  3. Election of the statutory auditor for the 2022 financial year and determination of its remuneration as well as the material elements of its engagement.
  4. Advisory vote on the amended remuneration policy of the Company prepared under the provisions of Act LXVII of 2019 on Encouraging Long-Term Shareholder Engagement and amendments of further regulations for harmonization purposes.
  5. Election of member of the Board of Directors.
  6. Amendment of Article 13.5. of the Articles of Association

In case the general meeting does not have a quorum at the announced date and time, the Board of Directors hereby convenes the repeated general meeting with the same agenda on 3 January, 2021 at 10.00 a.m. at the registered seat of Company (1118 Budapest, Október huszonharmadika street 18.) In accordance with Section 3:275 (1) of the Act V of 2013 on the Civil Code ("Civil Code"), such reconvened general meeting shall have a quorum with respect to issues originally put on the agenda, irrespective of the number of the shareholders present or represented.

The proposals and the draft resolutions related to the agenda items shall be published on the Company's website (https://molgroup.info/en/investor-relations/general-meeting) at least 21 days before the starting date of the general meeting. Following the publication these documents are also available at the customer service of KELER Zrt. (address: H-1074 Budapest, Rákóczi út 70-72., R-70 Irodaház) on any workday at the time as agreed previously via e-mail kelertesem@keler.hu

The right to request additional items for the agenda of the general meeting may be exercised by such shareholders controlling at least one per cent of the votes within eight days following the publication of the announcement on convening the general meeting. In accordance with the provisions of the Civil Code, where a group of shareholders together controlling at least one per cent of the votes propose certain additions to the agenda in accordance with the provisions on setting the items of the agenda, or table draft resolutions for items included or to be included on the agenda, the matter proposed shall be construed to have been placed on the agenda if such proposal is delivered to the Board of Directors within eight days following the time of publication of present announcement for the convocation of the general meeting, and the Board of Directors publishes an announcement on the amended agenda, and on the draft resolutions tabled by shareholders upon receipt of the proposal.

Conditions for participation and exercising voting rights at the general meeting:

In order to be registered in the Share Register in the course of the shareholders' identification, shareholders must comply with the Articles of Association of the Company ("Articles of Association") and the relevant laws, particularly, each shareholder shall declare whether he holds at least 2% of the Company's shares in accordance with Article 8.6 of the Articles of Association. According to Article 8.4 the Board of Directors shall refuse the registration of any shareholder into the share register if such shareholder fails to comply with the requirements specified by the Articles of Association.

The record date of the shareholders' identification shall be 13 December 2021. Based on the data resulting from the shareholder's identification the name of shareholders and shareholders' proxies (nominees) intending to participate in the general meeting shall be registered by the manager of the Share Register (KELER Zrt.) on 20 December 2021, and upon instruction of the Board of Directors, KELER Zrt. shall close the Share Register on 20 December 2021, and no application for registration shall be accepted until the day following the closing of the general meeting. In line with the relevant provisions of law, only those persons may exercise shareholder's rights at the general meeting (participation in the general meeting, requesting information within the limits specified in the relevant laws, making remarks and proposals and voting) whose name is registered in the Share Register at 06.00 p.m. two working days before the starting day of the general meeting.

The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. The securities account managers shall provide information to the shareholders on the deadlines for giving instructions to the securities account managers.

The Company shall not be liable for the performance of or the failure to perform the instructions given to the securities account manager. Shareholders may inspect and obtain information in respect of their registration in person (1074 Budapest, Rákóczi road 70-72., R-70 Office Building) - at the time as agreed previously via e-mail kelertesem@keler.hu- after identification. Closing the Share Register does not restrict the right of the persons registered in the Share Register to transfer their shares following the closing date. Transferring shares prior to the general meeting does not deprive the persons registered in the Share Register of their rights to participate in the general meeting and exercise their rights they are entitled to as shareholders.

The general meeting shall have a quorum if the holders of shares representing more than one-third of the voting rights are present. When determining the quorum, restrictions specified under Articles 10.1 and 10.2 of the Articles of Association shall be applied so that votes exceeding the 10% limit to which each shareholder is entitled shall be disregarded. Holders of registered ordinary shares shall be entitled to one (1) vote attaching to each "A" series share with a par value of HUF 125 (i.e. one hundred and twenty-five Hungarian forints) each subject to the restrictions specified in the Articles of Association. The "B" series preference share with a par value of HUF 1000 (i.e. one thousand Hungarian forints) entitles its holder to eight (8) vote in addition to the voting preference rights defined in the Articles of Associations.

Shareholders shall be entitled to participate in the general meeting either in person or through a proxy issued or by nominee (hereinafter collectively referred to as "nominee") in accordance with the provisions of the Civil Code and Act CXX of 2001 on the Capital Market.

In case shareholders wish to give a power of attorney in an official form ("proxy card") as defined in Article 13.6 of the Articles of Association, they shall submit such request to the Investor Relations Department of MOL Plc. ("MOL") until 21 December 2021 at the latest in writing (mailing address: 1117 Budapest, Október huszonharmadika u. 18.) or e-mail (investorrelations@mol.hu). The request shall contain the exact name and address (mailing or e-mail address) of the shareholder where the form (proxy card) should be delivered to.

The power of attorney for the nominee (including the power of attorney issued by a proxy card) shall be prepared in the form of a public document or a private document with full probative force taking into account any international agreement or reciprocity between Hungary (the Hungarian State) and the country where the document was issued. If the power of attorney is prepared in any language other than Hungarian a certified Hungarian translation thereof shall be attached. In case of shareholders other than natural persons, powers of representations of the persons signing the power of attorney or representing the shareholder at the general meeting shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation thereof shall be attached.

The power of attorney (with the exception of the power of attorney issued by a proxy card) shall be deposited in accordance with Article 14.3 of the Articles of Association, at the latest during registration prior to the commencement of the general meeting. The power of attorney given by a proxy card shall arrive to the address of the Company (1117 Budapest, Október huszonharmadika u. 18.) by 13 December 2021 at the latest.

In case of holders of depository receipts ("DRs") issued under a foreign law, The Bank of New York Mellon, as the issuer of such DRs, shall be entitled to exercise rights of representation according to the Deposit Agreement concluded between it and the Company. Holders of DRs will be entitled to exercise their voting rights by a Letter of Proxy issued in favor of The Bank of New York Mellon as depositary, in accordance with the Articles of Association of MOL, the Deposit Agreement and applicable laws and based on the draft resolutions sent by the Board of Directors of MOL to the DR holders via The Bank of New York Mellon. We request DR holders to obtain information on the detailed rules of procedure at the customer service of the Bank of New York Mellon (240 Greenwich Street, New York, NY 10286, Tel: +1 212 815 5021, Fax: +1 732 667 9098, email: mira.daskal@bnymellon.com).

MOL Investors Relations Department will be pleased to be at your disposal for further information, as well (phone: +361 464 1395, fax: investorrelations@mol.hu).

The registration i.e. the certification of the right to participate as shareholder (nominee) will take place at the venue of the general meeting between 8.00 a.m. and 9.30 a.m.

We kindly request our shareholders to apply for registration on time. Following the closing of the registration, shareholders and nominees not listed in the attendance list, but registered in the share register, are entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights. Shareholders whose voting right is suspended according to Article 8.6. of the Articles of Association are also entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights.

Pursuant to the Articles of Association no shareholder or shareholder group (as defined under Article 10.1.2. of the Articles of Association) may exercise more than 10% of the voting rights at the general meeting with the exception of the organization(s) acting at the Company's request as depositary or custodian for the Company's shares or securities representing the Company's shares. Exemption from this restriction on voting rights shall be applicable to any depositary bank or custodian only if it can verify that the final beneficiary(s) entitled to exercise the shareholders rights associated with the shares and securities in deposit is (are) not subject to the restrictions specified in the Articles of Association.

Information regarding the procedure of the general meeting:

Shareholders, proxies of the shareholders and other authorized persons may participate in the general meeting. Audio and video recordings shall be made on the whole general meeting and we maintain the right to broadcast the general meeting via the internet. The Company deems that the participants, by their presence, give their consent to such recordings. Shareholders and proxies of shareholders who does not give their above mentioned consent, may stay at the designated place of the general meeting. Shareholders, proxies of the shareholders and other authorized persons are entitled to comment on the agenda only after the chairman of the general meeting (hereinafter referred to as: the Chairman) has given the floor to that person. Comments can be made validly only with the use of microphone, only comments made such way shall be recorded in the minutes. Shareholders and proxies of shareholders wishing to comment are requested to announce their name, the name of the shareholder represented by them, and the number of the voting machine before each comment. The Chairman may, in justified cases, limit the time period of the comments relating to the agenda items up to 3 minutes. With regard to the comments, only questions in connection with the agenda item may be asked. Questions, lawfully referred by shareholders towards the Board of Directors, the Supervisory Board and to the independent Audit Company, will be answered in the general meeting - within the legal framework - by the Chairman or by the appointed person or regarding the complexity of the question within reasonable time, in writing , published on the website of the Company.

The language of the general meeting shall be Hungarian, therefore the resolution proposals shall be made in Hungarian as well. The Board of Directors shall provide non-official English-Hungarian and Hungarian-English interpretations. With regard to the procedure of the general meeting the provisions of the Articles of Association of the Company and the Act V of 2013 on the Civil Code shall be applied.

Notice regarding the epidemic situation

The Board of Directors of MOL Plc. is continuously monitoring the developments in connection with Coronavirus (COVID-19), including the measures introduced by certain Governments and Authorities which could affect the Extraordinary General Meeting (EGM) of MOL Plc. Protection of health and safety is of primary importance for MOL Plc. and therefore, as far as possible, MOL Plc. will inform its Shareholders in due time about the measures that may potentially affect the Extraordinary General Meeting.

Subject to the fact that the General Meeting will be held indoors, in accordance with Section 6/C (3) of the Government Decree no. 484/2020 (XI. 10.) on the second phase of protective measures applicable during the period of state of danger, - in addition to those employed there -, only a person protected against the coronavirus may participate. Protection must be verified during the on-site registration, for the verify, it is primarily necessary to present the protection certificate card or the application for coronavirus vaccination as well as the identity card / passport in order to verify the identity. It is equivalent to the presentation of a protection certificate card according to the Government Decree, if a non-Hungarian citizen or a Hungarian citizen without a Hungarian address proves, by presenting an EU digital COVID card, that:

a) against the coronavirus

aa) authorized by the European Medicines Agency,

ab) on the list of COVID-19 vaccines authorized by the World Health Organization for emergency

use, or

ac) has been vaccinated at least once with a vaccine authorized in Hungary and used to vaccinate

the population, and one year has not elapsed since the first vaccination,

or

b) protected against coronavirus disease due to transmission, such a person who certifies with a digital

Covid certificate that 15 days have elapsed since the last positive SARS-CoV-2 PCR test or rapid

antigen test and 180 days have not elapsed.

In the absence of an EU digital COVID card, a foreign "protection certificate" is also acceptable if it is

a) issued by a state whose protection certificate is recognized by Hungary and the fact of which has been established by a decree of the Minister for foreign policy in agreement with the Minister for border security, and

b) verify the protection against coronavirus by presenting a protection certificate against coronavirus

issued by the State referred to in point (a).

We would like to call our Shareholders' attention to the fact that the Articles of Association of MOL Plc. enables exercising voting rights regarding EGM through authorization given via Proxy Cards. In case the correctly filled Proxy Cards are received by our Company on the day before the EGM, the Company ensures for the Shareholders to exercise their right in such way free of charge.

Based on the ordered state of emergency, we are therefore proposing to our Shareholders to use the Proxy Card instead of personal appearance. In this respect further information may be found in the Announcement of the EGM and in case of question the Investor Relations department of MOL Plc. are at your disposal (telephone: +361 464 1395, fax: +361 464 1335).

The present Announement is published in Hungarian and English language and the Hungarian version shall prevail.

The Board of Directors of MOL Hungarian Oil and Gas Public Limited Company

Disclaimer

MOL plc published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 17:52:02 UTC.

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