MOL GROUP Annual Report

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For the MOL Group a total of 127 companies were fully, and a further 16 companies were partially consolidated, usingthe equity method. Last year the ownership structure changed: at the end of 2010, compared to the end of last year theshareholding of foreign institutional investors increased from 25.7% to 26.1%, while the ownership of domestic institutionaland private investors decreased from 8.4% to 8.3%. According to the received request for the registration of the shares andthe published shareholders notifications the Company had seven shareholders that held more than 5% voting rights on the31st December 2010. The Company held 7.1% treasury shares at the end of December 2010.The global economy went through a transition period in recent years, the signs of the recovery were already visible in 2010and MOL closed a successful year. MOL continuously adjusts its operation to the external environment and became moreinternational, more efficient and more upstream driven in the recent years.Report of the Supervisory BoardDespite the challenging macro and regulatory environment, MOL not just remained committed to keep its financial stabilitybut continue the key development projects, hereby established an outstanding position for the upturn period in each businessdivision. MOL aims to exploit the significant organic growth potential of our integrated portfolio by operating the existingasset base on maximum efficiency.The share of international operations in profit contribution increased significantly in 2010 and the Company expects thistendency to continue further in the coming years. In 2010 approximately half of the Group EBITDA was generated outsideHungary as share of international operation increased further considerably.In the first full financial year together with INA, integration stepped on a higher level, which accompanied with effects ofprevious investments and ongoing efficiency improvement projects already reflected in the improving contribution.The Company’s main goal for the coming years is to maximize the value of its extended portfolio by harmonizing theoperation and exploiting the synergies.The Supervisory Board performed its duties in full accordance with its statutory obligations, held 5 meetings during theyear, regular agenda points of the meetings include the quarterly report of the Board of Directors on Company’s operationsand the reports of Internal Audit, Corporate Security and Audit Committee. In addition, the Supervisory Board reviewedthe proposals for the Annual General Meeting. The report of the Supervisory Board has been prepared pursuant to thereport of the Board of Directors, the opinion of the auditors, the scheduled regular midyear reviews and the work of theAudit Committee. In its meetings during 2010, the Supervisory Board dealt in detail with the business situation of the MOLGroup, the strategic development of the Group and its Divisions. The Supervisory Board regularly got information about thedecisions of the Board of Directors and issues concerning the Company.MOL is a leading integrated energy company in Central and Eastern Europe, and with the parent company’s net sales ofHUF 2,161 billion and the Group’s net sales of HUF 4,299 billion according to the International Financial Reporting Standards(IFRS), one of the largest company in Hungary. MOL is a decisive Company in the region with its USD 10 billion marketcapitalisation. In 2009, the weighted average stock exchange price of MOL shares was HUF 12,595, while in 2010 it increasedto HUF 19,505. MOL’s share price increased from the HUF 17,000 closing price of the last year to HUF 20,790 by the end of2010.The Company’s 2010 financial statements - in accordance with Accounting Law - provide a true and fair picture of its economicactivities and were audited by Ernst & Young Kft. The accounting methods applied in developing the financial reports aresupported by the report of the Audit Committee, comply with the provisions of the Accounting Act and are consistent withthe accounting policies of the Company. All figures in the balance sheet are supported by analytical registration. Assessmentand payment of tax obligations were implemented as prescribed by law.The Supervisory Board endorses the recommendation of the Board of Directors not to pay dividend in 2011 connected to theyear ended 31 December 2010 and the total net income shall increase retained earnings.The Supervisory Board proposes that the General Meeting approves the audited financial statements of MOL Plc for 2010,with a balance-sheet total of HUF 2,949 billion, net income for the period of HUF 103 billion, and tie-up reserve of HUF 153billion and the audited consolidated financial statements of the MOL Group for 2010, with a balance sheet total of HUF 4,486billion and profit attributable to equity holders of HUF 104 billion.Budapest, 31st March, 2011For and on behalf of the Supervisory Board and Audit Committee of MOL Plc:Dr. Mihály KupaChairman of the Supervisory BoardReport of the SupervisoryBoard238 MOL Group annual report 2010 239
Ownership Structure31.12.2009 31.12.2010Par value ofPar value ofsharesshares(HUF th) %(HUF th) %Foreign investors 26,910,802 25.7 27,268,101 26.1Surgutneftegas OJSC 22,179,488 21.2 22,179,488 21.2CEZ MH B.V. 7,677,285 7.3 7,677,285 7.3Oman Oil (Budapest) Limited 7,316,294 7.0 7,316,294 7.0Magnolia Finance Ltd. 6,007,479 5.7 6,007,479 5.7ING Bank N.V. 5,220,000 5.0 5,220,000 5.0Crescent Petroleum 3,161,116 3.0 3,161,116 3.0Dana Gas PJSC 3,161,116 3.0 3,161,116 3.0OTP Bank Plc. 6,707,832 6.4 6,446,999 6.2Hungarian institutional and private investors 8,742,336 8.4 8,645,870 8.3MOL Plc. (treasury shares) 7,435,316 7.1 7,435,316 7.1Total: 104.519.064 100,0 104.519.064 100,0Please note, that data above do not fully reflect the ownership structure in the Share Registrar. It is based on the receivedrequest for registration of the shares and the published shareholders notifications. The registration is not mandatory. Theshareholder may exercise its rights towards the company, if the shareholder is registered in the Share Registrar. According tothe Articles of Association no shareholder or shareholder group may exercise more than 10% of the voting rights.Corporate and Shareholder InformationShare InformationMOL share prices are published by the majority of Hungarian daily newspapers and available on BSE web site (www.bet.hu).Indicative bid and ask prices of MOL’s DRs on IOB can be monitored using the RIC code MOLBq.L on Thomson Reuters orMOLD LI on Bloomberg. MOL shares and DRs are traded on one of the US OTC market, Pink Sheet.MOL share prices on the Budapest Stock Exchange can be followed on Thomson Reuters using the RIC code MOLB.BU oron Bloomberg using code MOL HB.The following table shows trading data on MOL shares each quarter of 2010.Date of foundation of MOL Plc.: October 1, 1991. Registered by the Budapest Court of Justice acting as Court of Registrationon June 10, 1992 with effect as of October 1, 1991, under file number 01-10-041683.Legal predecessor: Országos Kőolaj- és Gázipari Tröszt (OKGT National Oil and Gas Trust) and its subsidiaries.The effective Articles of Association were accepted at the Annual General Meeting (AGM) held on 23 April, 2009. Accessto the Articles of Association can be requested from the Company or electronic version can be downloaded from Company’sweb site.On 16 October, 2008 the Court of Registry registered the capital decrease of MOL, which was decided by the AGM held on 23April 2008. Accordingly, the share capital of MOL decreased from HUF 109,675,502,578 to HUF 104,191,727,578 by cancelling5,483,775 pieces of registered ordinary shares of the series “A” with a par value of HUF 1,000, owned by the Company.Period BSE volume BSE closing price(HUF/share)1st quarter 12,609,785 20,1002nd quarter 12,460,311 19,4003rd quarter 8,489,583 21,2954th quarter 10,075,619 20,790Treasury sharesDuring 2010 the following treasury shares transactions happened:Reasons for change Number of "A" series shares Number of "C" sharesNumber of Treasury shares on 31 December 2009 7,434,737 578The option contracted with ING Bank N.V. was settled 5,220,000New option agreement with ING Bank N.V. -5,220,000Number of Treasury shares on 31 December 2010 7,434,737 578Corporate and shareholderinformationOn 16 October, 2008 the Court of Registration registered the capital increase of MOL, which was made as part of theconvertible bond programme approved by the Extraordinary General Meeting held on 1 September 2003. The share capitalof the company increased from HUF 104,191,727,578 to HUF 104,519,063,578.Registered share capital as of 31 December 2010: 104,518,484 registered A series ordinary shares with a par value of HUF1,000 each, 1 registered “B” series preferred share with a par value of HUF 1,000 with special preferential rights attached and578 registered C series ordinary shares with a par value of HUF 1,001 each.240 MOL Group annual report 2010 241
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MOL GROuP ANNuAL REPORT 2010MOL GRO
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Key financial and operating dataKey
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Overview of the environmentWorld ec
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Exploration and ProductionHIGHLIGHT
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OTHER RESuLTSSustainable developmen
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upstreaPortfolio EleentsRuSSIASPE 2
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ize MOL and INA sales channels in C
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PetrochemicalsPetrochemicalsPetroch
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Downstream portfolioelementsDomesti
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The most important events of 2010Th
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Gas and PowerGas and PowerThe Gas a
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Financial and Operational Performan
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1.) We have audited the accompanyin
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Moderating growth in world economy,
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Higher personal expenses due to ful
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Unit OPEX slightly increasedStronge
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…and in SPE P1 reserves2010 was t
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In Slovakia sales volumes recovered
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has been granted an IPPC and a Buil
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Refining & MarketingCAPEX down by 5
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INDEPENDENT AuDITOR’S REPORTMOL H
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Consolidated balance sheet31 Decemb
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Consolidated cash flow statement31
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Joint venturesA joint venture is a
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vi) HedgingFor the purpose of hedge
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off. Upon determination of economic
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At each balance sheet date, the Com
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IAS 1 Presentation of Financial Sta
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Exploration costsTransfers from exp
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6 Subsidiaries and jointly controll
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The purchase price allocation for t
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10 Investments in associated compan
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15 Other current assets16 Cash and
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Changes in the number of ordinary,
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MOL GROUP Annual Report

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