DOCUMENTS FOR THE ANNUAL GENERAL MEETING

MOL Plc. Annual General Meeting 2013 Documents
Proposal to Item 1 of the Agenda
Approval of the corporate governance declaration
Budapest Stock Exchange published its corporate governance recommendations
(“Recommendations”) in 2004. In the same year, MOL voluntarily submitted its declaration on the
compliance with the Recommendations among first issuers. From 2005 MOL is obliged to submit its
declaration on the Recommendations. The Board of Directors approved the declaration in both years.
Pursuant to the Company Act from 1 July 2006 the declaration needs to be approved by general
meeting, MOL however playing a pioneer role approved already in 2006 by its annual general
meeting the declaration to be submitted to the Budapest Stock Exchange.
In 2007, Budapest Stock Exchange issued new Corporate Governance Recommendations (“CGR”).
According to the CGR, companies listed on the stock exchange are required to express their views on
their corporate governance practices in two ways. In the first part of the statement they have to give
account of the corporate governance practices applied by their company in the given business year,
including their corporate governance policy, and a description of any unusual circumstances.
In the second part of the statement, in accordance with the "comply or explain" principle, they have
to indicate their compliance with those recommendations included in specified sections
of the CGR ("R" - recommendation) and whether they apply the different suggestions formulated in
the CGR ("S" - suggestion). If the issuer does not apply the recommendation or applies it in a
different manner, an explanation of what the discrepancies are and the reasons for the said
discrepancies should be provided ("comply or explain" principle). In the case of suggestions,
companies shall only indicate whether they apply the given guideline or not; there is no need for a
specific explanation. The size of the declaration increased significantly. Until 2007, issuers had to
make declaration consisting of 22 questions, from that year more than 100 questions had to be
responded.
The CGR was modified and the new Recommendation are effective from 1 December 2012. There
were only smaller updates not referring to the content of the recommendations (neither
conceptional nor structural changes). The number of questions increased as some recommendations
and suggestions used to refer to several bodies or committees within the same item, such questions
were separated in order to allow responses differentiated by bodies or committees.
The Corporate Governance Guidelines of the Budapest Stock Exchange are available on:
www.bse.hu
Proposed resolution
The Board of Directors upon the approval of the Supervisory Board agrees to propose the AGM the
approval of the Corporate Governance Report, based on the Corporate Governance
Recommendations of the Budapest Stock Exchange.
53/94