DOCUMENTS FOR THE ANNUAL GENERAL MEETING

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MOL Plc. Annual General Meeting 2013 Documents Proposal to Item 1 of the Agenda Report of the Supervisory Board and the Audit Committee on the 2012 financial statements and the proposal for the distribution of profit after taxation The Supervisory Board and the Audit Committee performed its duties in full accordance with its statutory obligations, both two committees held 5 meetings during the year, discussing some of the agenda points in common meetings. Regular agenda points of the meetings include the quarterly report of the Board of Directors on Company’s operations and the reports of Internal Audit, Corporate Security and Audit Committee. In addition, the Supervisory Board reviewed the proposals for the Annual General Meeting. The report of the Supervisory Board has been prepared pursuant to the report of the Board of Directors, the opinion of the auditors, the scheduled regular midyear reviews and the work of the Audit Committee. On its meetings during 2012, the Supervisory Board dealt in detail with the business situation of the MOL Group, the strategic development of the Group and its Divisions. The Supervisory Board regularly got information about the decisions of the Board of Directors and issues concerning the Company. MOL, with its USD 8.4 billion market capitalisation at year end, is a leading integrated, upstreamdriven company in the region and the largest company in Hungary. In 2011, the weighted average stock exchange price 1 of MOL shares was HUF 19,729 while in 2012 it decreased to HUF 17,626. On the other hand the year end closing price slightly increased. At the end of 2011 the share price closed at HUF 17,350 , while in 2012 HUF 17,755 was the closing price. The Company’s 2012 financial statements - in accordance with Accounting Law - provide a true and fair picture of its economic activities and were audited by Ernst & Young Kft. The accounting methods applied in developing the financial reports are supported by the report of the Audit Committee, comply with the provisions of the Accounting Act and are consistent with the accounting policies of the Company. All figures in the balance sheet are supported by analytical registration. Assessment and payment of tax obligations were implemented as prescribed by law. A total of 128 companies were fully, and a further 11 companies were partially consolidated in MOL Group, using the equity method. Last year the ownership structure changed: at the end of 2012, compared to the end of last year the shareholding of foreign institutional investors increased from 25.5% to 26.2%, while the ownership of domestic institutional and private investors decreased from 5.0% to 4.4%. According to the received request for the registration of the shares and the published shareholders notifications the Company had seven shareholders (shareholder groups) that held more than 5% voting rights on the 31st December 2012. Our largest shareholder is the Hungarian State holding 24.6% of MOL shares. The Company held 4.9% treasury shares at the end of December 2012. Despite the challenging business environment MOL Group closed another successful year in 2012. The Upstream division - with close to 70% EBITDA contribution to the Group profitability – achieved relatively firm results even though Syrian upstream assets have not been contributing any production due to the announced “fource majeur” since early 2012. Our intensive exploration activity delivered successes in the core countries, similar to previous years we maintained the outstanding exploration 1 Calculated with closing prices. 49/94
MOL Plc. Annual General Meeting 2013 Documents drilling success above 60%. Accomplishments of 2012 and deliverables of 2013 will jointly provide a solid basis to reach our strategic aim of 170 – 180 mboepd production. Under easing external market conditions combined with the first results of internal efficiency improvements through the New Downstream Program, Downstream CCS-based EBITDA more than doubled compared to the previous year. Our clear intention is to implement the New Downstream Program until 2014, delivering USD 500-550 million efficiency improvement by increasing downstream profit contribution of our assets and enhancement of operational efficiency. During the year MOL further strengthened its financial position as evidenced by lower gearing and net debt to EBITDA level. In a tough environment, similarly to previous years MOL remained disciplined and financed its capital expenditure requirements from operating cash flow. MOL is highly committed to maintaining this strong financial position in the coming years. While recognizing external pressures on the organization we reacted in a sufficient way by completing the biggest internal change of the decade, which led to the creation of streamlined organization, more efficient decision making capabilities, more clear responsibilities throughout the Group. Taken into account the slow economic growth in CEE and the tightening regulatory environment 2013 may be as challenging as 2012 was. Yet, we’re confident that in line with our plans and expectations, we can successfully address those challenges on the solid base laid down over the previous years. The Supervisory Board endorses the recommendation of the Board of Directors to pay out HUF 46 billion dividend in 2013 connected to the year ended 31 December 2012. The Supervisory Board proposes that the General Meeting approves the audited financial statements of MOL Plc for 2012, with a balance-sheet total of HUF 3,033 billion, net income of HUF 55 billion, and tie-up reserve of HUF 98 billion and the audited consolidated financial statements of the MOL Group for 2012, with a balance sheet total of HUF 4,766 billion and profit attributable to equity holders of HUF 152 billion. Budapest, 28 th March, 2013 For and on behalf of the Supervisory Board and Audit Committee of MOL Plc: György Mosonyi Chairman of the Supervisory Board dr. Attila Chikán Chairman of the Audit Committee 50/94
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DOCUMENTS FOR THE ANNUAL GENERAL MEETING

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