MOL Magyar Olaj es Gázipari Nyilvánosan Muködo Reszvenytársaság : Articles of Associations

MOL Plc. was founded under the Act No. VI of 1988 as amended, through the transformation of the Hungarian Oil and Gas Corporation (OKGT) on the basis of the Government Resolution No. 3149/1991 (IV.11.), and in accordance with the Act No. XIII of 1989 and Act VII of 1990 which, in the meantime, have been repealed, whereas these Articles of Association have been amended in compliance with the provisions of the Act No. V of 2013 (the "Civil Code").

ARTICLES OF ASSOCIATION

OF

MOL HUNGARIAN OIL AND GAS PUBLIC LIMITED COMPANY

Consolidated Version

April 25, 2024

The emboldened provisions of Article 17.d) ("Increase and decrease of share capital, authorizing the board of directors to increase the share capital") of the Articles of Association have been accepted by the Annual General Meeting held on 25 April, 2024. Date of entry into force of the amendments: 25 April, 2024.

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TABLE OF CONTENTS
1. THE FOUNDATION DATE OF THE COMPANY	3
2. THE COMPANY'S REGISTRATION NUMBER	3
3. NAME OF THE COMPANY	3
THE ABBREVIATED TRADE NAME OF THE COMPANY	3
4. THE SEAT OF THE COMPANY	3
BUSINESS PREMISES AND BRANCH OFFICES OF THE COMPANY	3
5. THE COMPANY'S SCOPE OF ACTIVITY:	3
6. DURATION OF THE COMPANY	6
7. SHARE CAPITAL AND SHARES	6
8. SHARES AND SHARE REGISTER	7
9. SHARES WITH CONSOLIDATED DENOMINATION	8
10. VOTING RIGHTS	8
11. TRANSFER OF SHARES	10
12. GENERAL MEETING	10
13. INVITATION TO THE GENERAL MEETING, QUORUM	13
14. PROCEEDINGS OF THE GENERAL MEETING	14
15. BOARD OF DIRECTORS	15

1. CONVENING THE BOARD OF DIRECTORS AND ITS PROCEDURES OF OPERATION 16
2. INCREASE AND DECREASE OF SHARE CAPITAL, AUTHORIZING THE BOARD OF

DIRECTORS TO INCREASE THE SHARE CAPITAL	17
18. DOCUMENTS	19
19. CHIEF EXECUTIVE OFFICER	19
20. REPRESENTATION	20
21. SIGNING ON BEHALF OF THE COMPANY	20
22. SUPERVISORY BOARD	20
23. BUSINESS YEAR	21
24. DISTRIBUTION OF PROFITS	21
25. STATUTORY AUDITOR	22
26. PUBLICATIONS	22
27. TERMINATION	22
28. APPLICABLE LAW	23
29. LEGAL SUCCESSION	23

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1. THE FOUNDATION DATE OF THE COMPANY
   October 1, 1991
2. THE COMPANY'S REGISTRATION NUMBER
   01-10-041683
3. NAME OF THE COMPANY

In Hungarian language:	MOL Magyar Olaj- és Gázipari Nyilvánosan
	Működő Részvénytársaság
In English language:	MOL Hungarian Oil and Gas Public Limited
	Company
In German language:	MOL Ungarische Öl und Gas Öffentliche Ak-
	tiengesellschaft

THE ABBREVIATED TRADE NAME OF THE COMPANY

In Hungarian language: MOL Nyrt.

In English language: MOL Plc.

In German language: MOL AG

4. THE SEAT OF THE COMPANY

1117 Budapest, Dombóvári út 28.

BUSINESS PREMISES AND BRANCH OFFICES OF THE COMPANY

See Annex 2.

5. THE COMPANY'S SCOPE OF ACTIVITY:

0610'08	Extraction of crude petroleum
0620'08	Extraction of natural gas
0910'08	Support activities for petroleum and natural gas extraction
1920'08	Manufacture of refined petroleum products (main activity)
2011'08	Manufacture of industrial gases
2014'08	Manufacture of other organic basic chemicals
2229'08	Manufacture of other plastic products
2591'08	Manufacture of steel drums and similar containers
3511'08	Production of electricity
3513'08	Distribution of electricity
3514'08	Trade of electricity
3521'08	Manufacture of gas
3522'08	Distribution of gaseous fuels through mains
3523'08	Trade of gas through mains
3530'08	Steam and air conditioning supply
3600'08	Water collection, treatment and supply

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3700'08	Sewerage
3811'08	Collection of non-hazardous waste
3812'08	Collection of hazardous waste
3821'08	Treatment and disposal of non-hazardous waste
3822'08	Treatment and disposal of hazardous waste
3832'08	Recovery of sorted materials
4110'08	Development of building projects
4221'08	Construction of utility projects for fluids
4322'08	Plumbing, heat and air-conditioning installation
4520'08	Maintenance and repair of motor vehicles
4532'08	Retail trade of motor vehicle parts and accessories
4540'08	Sale, maintenance and repair of motorcycles and related parts and ac-
	cessories
4631'08	Wholesale of vegetables and fruits
4632'08	Wholesale of meat and meat products
4633'08	Wholesale of dairy products, eggs and fat
4634'08	Wholesale of drinks
4636'08	Wholesale of sugar and sweets
4637'08	Wholesale of coffee, tea, cocoa and spices
4638'08	Other food wholesale
4639'08	Mixed wholesale of food, drink and tobacco products
4641'08	Wholesale of textiles
4642'08	Wholesale of clothing and footwear
4643'08	Wholesale of electrical household appliances
4649'08	Wholesale of other household goods
4671'08	Wholesale of solid, liquid and gaseous fuels and related products
4675'08	Wholesale of chemical products
4676'08	Wholesale of other intermediate products
4711'08	Retail sale in non-specialised stores with food, beverages or tobacco
	predominating
4719'08	Other retail sale in non-specialised stores
4721'08	Retail sale of fruit and vegetables in specialised stores
4722'08	Retail sale of meat and meat products in specialised stores
4723'08	Retail sale of fish, crustaceans and molluscs in specialised stores
4724'08	Retail sale of bread, cakes, flour confectionary and sugar confectionary
	in specialised stores
4725'08	Retail sale of beverages in specialised stores
4726'08	Retail sale of tobacco products in specialised stores
4729'08	Retail sale of food in specialised stores
4730'08	Retail sale of automotive fuel in specialised stores
4741'08	Retail sale of computers, peripheral units and software in specialised
	stores
4742'08	Retail sale of telecommunications equipment in specialised stores
4743'08	Retail sale of audio and video equipment in specialised stores
4751'08	Retail sale of textiles in specialised stores
4752'08	Retail sale of hardware, paints and glass in specialised stores
4753'08	Retail sale of carpets, rugs, wall and floor coverings in specialised
	stores
4754'08	Retail sale of electrical household appliances in specialised stores
4759'08	Retail sale of furniture, lighting equipment and other household arti-
	cles in specialised stores
4761'08	Retail sale of books in specialised stores
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4762'08	Retail sale of newspapers and stationery in specialised stores
4763'08	Retail sale of music and video recordings in specialised stores
4764'08	Retail sale of sporting equipment in specialised stores
4765'08	Retail sale of games and toys in specialised stores
4771'08	Retail sale of clothing in specialised stores
4772'08	Retail sale of footwear and leather goods in specialised stores
4773'08	Dispensing chemist in specialised stores
4774'08	Retail sale of medical and orthopaedic goods in specialised stores
4775'08	Retail sale of cosmetic and toilet articles in specialised stores
4776'08	Retail sale of flowers, plants, seeds, fertilizers, pet animals and pet
	food in specialised stores
4777'08	Retail sales of watches and jewellery
4778'08	Other retail sale of new goods in specialised stores
4791'08	Retail sale of via mail order houses or via Internet
4799'08	Other retail sale not in stores, stalls or markets
4920'08	Freight rail transport
4931'08	Urban and suburban passenger land transport
4939'08	Other passenger land transport n.e.c.
4941'08	Freight transport by road
4950'08	Transport via pipeline
5040'08	Inland freight water transport
5210'08	Warehousing and storage
5221'08	Service activities incidental to land transportation
5222'08	Service activities incidental to water transportation
5223'08	Service activities incidental to air transportation
5224'08	Cargo handling
5229'08	Other transportation support activities
5320'08	Other postal and courier activities
5520'08	Holiday and other short-stay accommodation
5590'08	Other accommodation
5610'08	Restaurants and mobile food service activities
5621'08	Event catering activities
5629'08	Other food service activities
5630'08	Beverage serving activities
5814'08	Publishing of journals and periodicals
5819'08	Other publishing activities
6110'08	Wired telecommunications activities
6120'08	Wireless telecommunications activities
6130'08	Satellite telecommunications activities
6190'08	Other telecommunications activities
6203'08	Computer facilities management activities
6209'08	Other information technology and computer service activities
6311'08	Date processing, hosting and related activities
6312'08	Web portals
6399'08	Other information service activities n.e.c.
6512'08	Non-life insurance
6629'08	Other activities auxiliary to insurance and pension funding
6810'08	Buying and selling of own real estate
6820'08	Renting and operating of own or leased real estate
6832'08	Management of real estate on a fee or contract basis
7021'08	Public relations and communication activities
7022'08	Business and other management consultancy activities
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7111'08	Architectural activities
7112'08	Engineering activities and related technical consultancy
7120'08	Technical testing and analysis
7211'08	Research and experimental development on biotechnology
7219'08	Other research and experimental development on natural sciences and
	engineering
7311'08	Advertising agencies
7312'08	Media representation
7430'08	Translation and interpretation activities
7490'08	Other professional, scientific and technical activities n.e.c.
7711'08	Rental and leasing of cars and light motor vehicle
7712'08	Renting and leasing of trucks
7733'08	Renting and leasing of office machinery and equipment (including
	computers)
7739'08	Renting and leasing of other machinery, equipment and tangible goods
	n.e.c.
7740'08	Leasing of intellectual property and similar products, except copyright-
	ed works
7911'08	Travel agency activities
7912'08	Tour operator activities
7990'08	Other reservation service and related activities
8020'08	Security systems service activities
8110'08	Combined facilities support activities
8121'08	General cleaning of buildings
8122'08	Other building and industrial cleaning activities
8129'08	Other cleaning activities
8211'08	Combined office administrative service activities
8219'08	Photocopying, document preparation and other specialised office sup-
	port activities
8230'08	Organisation of conversations and trade shows
8299'08	Other business support service activities n.e.c.
8425'08	Fire service activities
8532'08	Technical and vocational secondary education
8551'08	Sports and recreation education
8552'08	Cultural education
8559'08	Other education n.e.c.
9200'08	Gambling and betting activities

6. DURATION OF THE COMPANY

The Company was established on October 1, 1991 for an indefinite term.

7. SHARE CAPITAL AND SHARES

1. The Company is a publicly held company limited by shares.
2. The Company's share capital amounts to HUF 102,428,682,578 i.e. one hundred and two billion four hundred and twenty eight million six hundred and eighty two thousand five hundred seventy eight forint, represented by
3. 1. 819,424,824 pieces registered ordinary shares of the series "A" with a par value of HUF 125 each, and 578 pieces of registered ordinary shares of

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the series "C" with a par value of HUF 1,001 each, issued at a price of HUF 6,000 each, in exchange for in kind contribution and providing identical rights to the holders of such shares, and

1. one (1) piece registered voting preference share of the series "B" with a par value of HUF 1,000 that entitles the holder thereof to preferential rights as specified in the present Articles of Association.

8. SHARES AND SHARE REGISTER

1. The shares shall be produced in dematerialised form.
2. The Board of Directors of the Company shall keep a share register, by share cate- gories of the holders, of registered shares and general proxies, indicating the name (corporate name), address (seat), shareholding ratio of such shareholders or shareholders' proxies and indicating the series, number, and par value of the shares, as well as the date of registration, and in events specified under Article 8.6 the composition of the shareholder group to which the shareholder belongs in ac- cordance with Article 10.1.1 and 10.1.2, and any other data that may be required to meet the requirements specified by law or these Articles of Association. The Board of Directors is entitled to commission a third person to keep the share regis- ter.
3. Shareholders' proxies may exercise the shareholders' rights only in respect of the shares registered on the security account kept with such shareholders' proxy, or in respect of the registered shares deposited at such proxy. The depository appoint- ed by the Company issuing certificates of deposit on the Company's shares under foreign law abroad (See Article 10.1.1.) shall be registered in the share register as shareholders' proxy (nominee), if such depository requests so and if it provides for a power of attorney in compliance with the law applicable for the issuance of cer- tificates of deposit and the deposit agreement. Any other registration into the share register shall only be made if the shareholder's proxy has deposited one copy of the letter of proxy, prepared as a public document or as a private docu- ment with full probative power, at the Company. Such letter of proxy shall unam- biguously state the fact that the shareholder, issuing the letter of proxy is not sub- ject to any limitation specified under Articles 10.1.1 and 10.1.2 of these Articles of Association, in the absence of that the registration into the share register may be refused.
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 these Articles of Association.
5. Anyone may have access to the share register. Anyone concerning whom the share register contains current or deleted data may request a copy of the section which pertains to him or her from the Board of Directors or its delegate.
6. Each shareholder - at the shareholder's identification related to the closing of the share registry prior to the next general meeting - shall declare whether he, or he and any other shareholder belonging to the same shareholder group as specified in Articles 10.1.1 and 10.1.2 holds at least 2% of the Company's shares, together with the shares regarding which he asks for registration. In the event the condi-

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tions described in the previous sentence are met, the shareholder shall simultaneously report the composition of the shareholders' group in accordance with the provisions specified in Articles 10.1.1 and 10.1.2. In case the shareholder fails to comply with or performs incorrectly the obligation on reporting the composition of the shareholder group defined in the previous sentence, or in case there is a reasonable ground to assume that a shareholder made false representation regarding the composition of the shareholders' group, its voting right shall be suspended (and any time further on as well) and the shareholder shall be prevented from exercising it until full compliance with said requirements. Further, the shareholder shall, for the request of the Board of Directors, immediately identify the ultimate beneficial owner with respect to the shares owned by such shareholder. In case the shareholder fails to comply with the above request or in case there is a reasonable ground to assume that a shareholder made false representation to the Board of Directors, the shareholder's voting right shall be suspended and shall be prevented from exercising it until full compliance with said requirements. The compliance with the declaring and reporting obligations defined in this Article does not affect the reporting and announcing obligations of the shareholders under the legal regulations applicable to the acquisition of influence.

8.7. The Company shall regard and treat depositories, commissioned by the Company, issuing certificates of deposit on the Company's shares under foreign law abroad (See Article 10.1.1.), according to the registration in the share register, as share- holders' proxies (nominees) or as shareholders, subject to the condition that such depositories shall cause the holders of certificates of deposit to comply with the provisions of the present Articles of Association applicable to shareholders.

1. SHARES WITH CONSOLIDATED DENOMINATION [Deleted]
2. VOTING RIGHTS

10.1. Every "A" class share with a par value of HUF 125 each (i.e. one hundred and twen- ty-five forint) entitles the holder thereof to have one vote and every "C" class share with a par value of 1,001 each (i.e. one thousand one forint) entitles the holder to have eight and eight thousandth vote, with the following exceptions:

1. No shareholder or shareholder group (as defined below) may exercise more than 10% of the voting rights with the exception of the organization(s) acting at the Company's request as depository or custodian for the Company's shares or securi- ties representing the Company's shares (the latter shall be exempted only insofar as the ultimate person or persons exercising the shareholder's rights represented by the shares and securities deposited with them do not fall within the limitations specified here below).
   All relevant restrictions specified in these Articles of Association applicable to shareholders shall be appropriately applied to the holders of certificates of deposit issued on the Company's shares abroad on behalf of the Company.
2. The definition "shareholder group" with respect to a shareholder shall mean such shareholder and:
3. 1. any shareholder which directly or indirectly controls, is controlled by or is un-

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der common control with such shareholder (control meaning direct or indirect ownership of a majority of equity or the direct or indirect right to exercise a majority of voting rights), and

1. any shareholder not described in (i) above exercising voting rights jointly with such shareholder or sharing in exercise of voting rights by such shareholder or con- trolling or having the power to control such shareholder's exercise of voting rights, in each case with respect to the Company, directly or indirectly, including by way of contract, assignment or relationship (such as senior official, employee, principal, agent, mandatory, representative, assignor, assignee, pledgor, pledgee or close relative) or in any other way. (Employees of the same Company who are share- holders shall not be deemed by virtue of that relationship to be exercising voting rights joint with each other or sharing in exercise of voting rights unless proven otherwise.)

For purposes of this Article, indirect ownership or indirect exercise of voting rights shall mean the control of a majority of the capital or the exercise of a majority of the voting capital of an enterprise (hereinafter: "original enterprise") through the direct or indirect control of the majority share and/or votes, or a combination thereof, of one or more other enterprises (hereinafter: "intermediate enterprise") having ownership rights and/or votes in the original enterprise. If the enterprise controls a majority ownership or voting share in the intermediate enterprise, this shall be considered as if the enterprise had full ownership of all shares in the original enterprise held by the intermediate enterprise.

In the event any shareholders' group, as defined above, holds more than 10% of the voting rights, the total voting rights of the shareholders' group shall be reduced to 10% by disregarding the voting rights of the shares (or the relevant portion of those) most recently acquired by the shareholder group.

1. Each shareholder shall inform the Board of Directors if he, or he and another shareholder belonging to the same shareholder group as defined in Articles 10.1.1 and 10.1.2 together hold a number of shares exceeding 10% of the shares with voting rights of the Company, in which case the Company shall register into the share register that, as specified in Articles 10.1.1 and 10.1.2 no voting rights may be exercised by the relevant shareholder with respect to the shares in excess of 10% of the shares or voting rights of the Company.

If the shareholder fails to notify or accurately notify the Company pursuant to the provisions here above, he will be obliged to reimburse all damages and costs in- curred as a consequence of exercising voting rights in excess of the 10% limitation by the shareholder or the shareholders' group to which the shareholder belongs.

1. In the event any shareholders' group, as defined above, holds more than 10% of the voting rights, the total voting rights of the shareholders' group shall be re- duced to 10% by disregarding the voting rights of the shares (or the relevant por- tion of those) most recently acquired by the shareholder group.
2. The "yes" vote of the holder of "B" series of share is required for decisions at the general meeting on issues enlisted in Article 12.4. In all other matters, in accord- ance with the nominal value of the "B" series share, such share entitles its holder for eight vote.

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11. TRANSFER OF SHARES

1. Shares shall be transferred in compliance with the relevant provisions of the Civil Code. Transfer shall only be binding upon the Company and the shareholder shall be entitled to exercise his shareholder's rights only if such shareholder (or share- holder's proxy) has been duly registered into the share register in compliance with the applicable rules.
2. [Deleted]
3. The Company shall accept the statement of account issued by KELER Central De- pository Ltd. (KELER), or shareholder identification executed according to the pro- cedural rules of KELER Ltd., as a certificate of the ownership of the share.

12. GENERAL MEETING

1. The general meeting is the supreme body of the Company consisting of the totality of shareholders.
2. The general meeting shall have the exclusive scope of authority and competence in the following matters:

a.) approval and modification of the Articles of Association, with the exceptions provided by law or these Articles of Association.

b.) save for the increase and conditional increase of the share capital by the Board of Directors the (conditional) increase of the share capital, in the event of capital increase through private placement resolved by the general meeting to assign or select person(s) and shareholder(s) who will have exclusive right to subscribe such shares;

c.) alteration of rights attached to series of shares, and transformation of share categories or classes;

d.) decision in respect of the transformation of the Company and its termination without legal successor as well as changing the operational form of the Company;

e.) decision on the election and dismissal of members of the Board of Direc- tors, Supervisory Board and the auditors, including the decision on their remu- neration;

f.) save for the approval of the interim balance sheet by the Board of Directors pursuant to the authorization granted in these Articles of Association, the approval of the interim balance sheet and annual financial reports (parent company and consolidated/aggregated report) prepared in accordance with the Accounting Act, including the decision on distribution of profit after taxation (determination of dividends);

g.) save for the decision to pay interim dividends based upon the authorization granted to the Board of Directors in these Articles of Association, decision to

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