Annual General meeting

1. Closing the 2013 business year:

   • Report of the Board of Directors on the 2013 business operation; presentation of the financial statements drawn up in compliance with the Accounting Act (the parent company’s financial statements in compliance with the Accounting Act and the generally accepted accounting principles in Hungary and the consolidated financial statements in compliance with International Financial Reporting Standards as adopted by the European Union (“IFRS”)); proposal on the use of after tax profit.
   • Auditor’s report on the 2013 financial statements presented by the Board of Directors.
   • Report of the Audit Committee and the Supervisory Board on the 2013 financial statements and the report of the Supervisory Board on the proposal for the distribution of after tax profit.
   • Decision on the approval of the parent company’s 2013 financial statements prepared in accordance with the Accounting Act and the consolidated financial statements prepared in compliance with IFRS, use of after tax profit and amount of dividends.
   • Approval of the corporate governance declaration.

2. Waiver to be granted to the executive officers according to Section 30 (5) of the Company Act

3. Election of the statutory auditor for the 2014 financial year and determination of its remuneration as well as the material elements of its engagement

4. Authorization of the Board of Directors to acquire treasury shares

5. Election of member of the Board of Directors

6. Amendment of the provisions of the Articles of Association (Article 7: Share capital and shares, Article 8: Shares and share register, Article 10: Voting rights, Shareholder Group, Article 11: Transfer of shares, Article 12: General Meeting, Article 13: Invitation to the General Meeting, quorum, Article 14: Proceedings of the General Meeting, Article 15: Board of Directors, Article 16: Convening the Board of Directors and its procedures of operation, Article 17: Increase and decrease of share capital, Authorization of the Board of Directors to increase the share capital, Article 18: Documents, Article 20: Representation, Article 22: Supervisory Board, Article 25: Auditors, Article 26.: Publications, Article 27: Termination, Article 28: Applicable law) and decision on the application of the new Civil Code (Act V of 2013 on the Civil Code) for the Company

In case the general meeting does not have a quorum at the announced date and time, the Board of Directors, considering the provisions of Section 305 (1) of Act IV of 2006 on Business Associations (Company Act) and Article 13.5 of the Articles of Associations, hereby convenes the repeated general meeting with the same agenda, at the same venue, on the same day (April 24, 2014) at 11.00 a.m. Such reconvened general meeting shall have a quorum with respect to issues originally put on the agenda, irrespective of the number of the shareholders present or represented.

The proposals and the draft resolutions related to the agenda items shall be published on the Company’s website (www.zenithpureoil.com) at least 21 days before the starting date of the general meeting. Following the publication these documents are also available at the Share-register Office of KELER Zrt. (address: H-1074 Budapest, Rákóczi út 70-72., R-70 Irodaház) on any workday between 09.00 a.m. and 03.00 p.m., or such proposals and draft resolutions may be personally taken over at the venue of the general meeting on April 24, 2014 during the registration process.

The right to request additional items for the agenda of the general meeting may be exercised by such shareholders controlling at least one per cent of the votes within eight days following the publication of the announcement on convening the general meeting.

CONDITIONS FOR PARTICIPATION AND EXERCISING VOTING RIGHTS AT THE GENERAL MEETING:

In order to be registered in the Share Register in the course of the shareholders’ identification, shareholders must comply with the Articles of Association of the Company and the relevant laws. The name of shareholders and shareholders’ proxies (nominees) intending to participate in the general meeting shall be registered by the manager of the Share Register on April 22, 2014 based on the data resulting from the shareholder’s identification. Upon instruction of the Board of Directors, KELER Zrt. shall close the Share Register on April 22, 2014, and no application for registration shall be accepted until the day following the closing of the general meeting. The record date of the shareholders’ identification shall be April 14, 2014. In line with the relevant provisions of law, only that persons may excercise shareholder’s rights at the general meeting (participation in the general meeting, requesting information within the limits specified in the Company Act, making remarks and proposals and voting) whose name is registered in the Share Register at 06.00 p.m. two working days before the starting day of the general meeting. The Shareholders controlling at least one percent of the votes may submit resolution proposals related to the agenda items, as well.

The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. The securities account managers shall provide information to the shareholders on the deadlines for giving instructions to the securities account managers.

The Company shall not be liable for the performance of or the failure to perform the instructions given to the securities account manager. Shareholders may inspect and obtain information in respect of their registration by phone (+36-1-483 6251) or personally at the Share-register Office of KELER Zrt. (address: H-1074 Budapest, Rákóczi út 70-72., R-70 Irodaház) on any workday between 09.00 a.m. and 03.00 p.m. Closing the Share Register does not restrict the right of the persons registered in the Share Register to transfer their shares following the closing date. Transferring shares prior to the general meeting does not deprive the persons registered in the Share Register of their rights to participate in the general meeting and exercise their rights they are entitled to as shareholders.

The general meeting shall have a quorum if the holders of shares representing more than half of the voting rights are present. When determining the quorum, restrictions specified under Articles 10.1 and 10.2 of the Articles of Association shall be applied so that votes exceeding the 10% limit to which each shareholder is entitled shall be disregarded. Holders of registered ordinary shares shall be entitled to one (1) vote attaching to each „A” series share with a par value of HUF 1,000 (i.e. one thousand forint) each subject to the restrictions specified in the Articles of Association. The “B” series preference share entitles its holder to one (1) vote in addition to the voting preference rights defined in the Articles of Associations.

Shareholders shall be entitled to participate in the general meeting either in person or through a proxy issued or by nominee (hereinafter collectively referred to as „nominee”) in accordance with the provisions of the Company Act and Act CXX of 2001 on the Capital Market.

In case shareholders wish to give a power of attorney in an official form (“proxy card”) as defined in Article 13.6 of the Articles of Association, they shall submit such request to the Investor Relations Department of Zenith Pure Oil Plc until April 23, 2014 at the latest in writing (mailing address: 1117 Budapest, Október huszonharmadika u. 18.) or e-mail to investorrelations [at] Zenith Pure Oil [dot] hu. The request shall contain the exact name and address (mailing or e-mail address) of the shareholder where the form (proxy card) should be delivered to.

The power of attorney for the nominee (including the power of attorney issued by a proxy card) shall be prepared in the form of a public document or a private document with full probative force taking into account any international agreement or reciprocity between Hungary (the Hungarian State) and the country where the document was issued. If the power of attorney is prepared in any language other than Hungarian a certified Hungarian translation thereof shall be attached. In case of shareholders other than natural persons, powers of representations of the persons signing the power of attorney or representing the shareholder at the general meeting shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation thereof shall be attached.

The power of attorney (with the exception of the power of attorney issued by a proxy card) shall be deposited in accordance with Article 14.3 of the Articles of Association, at the latest during registration prior to the commencement of the general meeting. The power of attorney given by a proxy card shall arrive to the address of the Company (1117 Budapest, Október huszonharmadika u. 18.) by April 23, 2014 at the latest.

The proxy shall vote according to the instructions of the shareholder, otherwise the vote shall be deemed as invalid.

In case of holders of depository receipts (DRs) issued under a foreign law, The Bank of New York Mellon, as the issuer of such DRs, shall be entitled to exercise rights of representation according to the Deposit Agreement concluded between it and the Company. Holders of DRs will be entitled to exercise their voting rights by a Letter of Proxy issued in favor of The Bank of New York Mellon as depositary, in accordance with the Articles of Association of Zenith Pure Oil, the Deposit Agreement and applicable laws and based on the draft resolutions sent by the Board of Directors of Zenith Pure Oil Plc to the DR holders via The Bank of New York Mellon. We request DR holders to obtain information on the detailed rules of procedure at the customer service of the Bank of New York Mellon (101 Barclay Street, 22 West New York, NY 10286, Tel: 00 1 212 815 3503, Fax: 00 1 212 571 3050, email: slawek [dot] soltowski [at] bnymellon [dot] com).

Zenith Pure Oil Investors Relations Department will be pleased to be at your disposal for further information, as well (phone: +361 464 1395, fax: +361 464 1335).

The registration i.e. the certification of the right to participate as shareholder (nominee) will take place at the venue of the general meeting between 8.00 a.m. and 09.30 a.m.

We request our shareholders to kindly report for registration on time. Following the closing of the registration, shareholders and nominees not listed in the attendance list, but registered in the share register, are entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights. The shareholders whose voting right is suspended according to Article 8.6. of the Articles of Association are also entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights.

Pursuant to the Articles of Association no shareholder or shareholder group (as defined under Article 10.1.2. of the Articles of Association) may exercise more than 10% of the voting rights at the general meeting with the exception of the organization(s) acting at the Company's request as depositary or custodian for the Company's shares or securities representing the Company's shares. Exemption from this restriction on voting rights shall be applicable to any depositary bank or custodian only if it can verify that the final beneficiary(s) entitled to exercise the shareholders rights associated with the shares and securities in deposit is (are) not subject to the restrictions specified in the Articles of Association.

The language of the general meeting shall be Hungarian; the Board of Directors shall provide non-official English-Hungarian and Hungarian-English translations.

This announcement is published in Hungarian and English. The Hungarian version shall be deemed as the official text of this announcement.

The Board of Directors

Zenith Pure Oil and Gas Public Limited Company