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DOCUMENTS FOR THE ANNUAL GENERAL MEETING

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MOL Plc. Annual General Meeting 2013 Documents<br />

Proposal to Item 1 of the Agenda<br />

Report of the Supervisory Board and the Audit Committee on the 2012 financial statements<br />

and the proposal for the distribution of profit after taxation<br />

The Supervisory Board and the Audit Committee performed its duties in full accordance with its<br />

statutory obligations, both two committees held 5 meetings during the year, discussing some of the<br />

agenda points in common meetings. Regular agenda points of the meetings include the quarterly<br />

report of the Board of Directors on Company’s operations and the reports of Internal Audit,<br />

Corporate Security and Audit Committee. In addition, the Supervisory Board reviewed the proposals<br />

for the Annual General Meeting. The report of the Supervisory Board has been prepared pursuant to<br />

the report of the Board of Directors, the opinion of the auditors, the scheduled regular midyear<br />

reviews and the work of the Audit Committee. On its meetings during 2012, the Supervisory Board<br />

dealt in detail with the business situation of the MOL Group, the strategic development of the Group<br />

and its Divisions. The Supervisory Board regularly got information about the decisions of the Board of<br />

Directors and issues concerning the Company.<br />

MOL, with its USD 8.4 billion market capitalisation at year end, is a leading integrated, upstreamdriven<br />

company in the region and the largest company in Hungary. In 2011, the weighted average<br />

stock exchange price 1 of MOL shares was HUF 19,729 while in 2012 it decreased to HUF 17,626. On<br />

the other hand the year end closing price slightly increased. At the end of 2011 the share price closed<br />

at HUF 17,350 , while in 2012 HUF 17,755 was the closing price.<br />

The Company’s 2012 financial statements - in accordance with Accounting Law - provide a true and<br />

fair picture of its economic activities and were audited by Ernst & Young Kft. The accounting methods<br />

applied in developing the financial reports are supported by the report of the Audit Committee,<br />

comply with the provisions of the Accounting Act and are consistent with the accounting policies of<br />

the Company. All figures in the balance sheet are supported by analytical registration. Assessment<br />

and payment of tax obligations were implemented as prescribed by law.<br />

A total of 128 companies were fully, and a further 11 companies were partially consolidated in MOL<br />

Group, using the equity method. Last year the ownership structure changed: at the end of 2012,<br />

compared to the end of last year the shareholding of foreign institutional investors increased from<br />

25.5% to 26.2%, while the ownership of domestic institutional and private investors decreased from<br />

5.0% to 4.4%. According to the received request for the registration of the shares and the published<br />

shareholders notifications the Company had seven shareholders (shareholder groups) that held more<br />

than 5% voting rights on the 31st December 2012. Our largest shareholder is the Hungarian State<br />

holding 24.6% of MOL shares. The Company held 4.9% treasury shares at the end of December 2012.<br />

Despite the challenging business environment MOL Group closed another successful year in 2012.<br />

The Upstream division - with close to 70% EBITDA contribution to the Group profitability – achieved<br />

relatively firm results even though Syrian upstream assets have not been contributing any production<br />

due to the announced “fource majeur” since early 2012. Our intensive exploration activity delivered<br />

successes in the core countries, similar to previous years we maintained the outstanding exploration<br />

1 Calculated with closing prices.<br />

49/94

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