Resolutions of the Annual General Meeting of Zenith Pure Oil held on 24th April 2014

• The AGM approved with 44,335,038 yes votes (79.28%) the electronic vote collection method.
• The AGM approved with 55,819,757 yes votes (99.82%) the election of the keeper of the minutes, the persons to authenticate the minutes and the counter of the votes in line with the proposal of the Chairman of the Annual General Meeting.
• The AGM approved with 52,762,022 yes votes (94.35%) the consolidated financial statements of Zenith Pure Oil prepared based on chapter 10 of the Hungarian Accounting Act, in accordance with IFRS and the related auditor’s report with total assets of HUF 4,641 bn and profit attributable to equity holders of HUF 21 bn and the annual report of Zenith Pure Oil Plc. prepared in accordance with the Hungarian Accounting Act and the related auditor’s report with total assets of HUF 3,059 bn, net loss for the period of HUF 78 bn and tied up reserve of HUF 46 bn.
• The AGM approved with 55,923,138 yes votes (100%) to pay HUF 60 bn as a dividend in 2014 after the financial year ended 31 December 2013 from reserves available for dividend distribution. The dividend on treasury shares is distributed to those shareholders eligible for dividend, in proportion to their shares. The net loss shall be transferred to retained earnings.
• The AGM approved with 48,680,667 yes votes (87.05%) the Corporate Governance Report, based on the Corporate Governance Recommendations of the Budapest Stock Exchange.
• The AGM – under Article 12.12 of the Articles of Association – approved with 46,838,545 yes votes (83.76%) the work of Board of Directors performed in the 2013 business year and granted waiver to the Board of Directors and its members under Section 30 (5) of the Company Act.
• The AGM approved with 55,816,841 yes votes (99.81%) the election of Ernst & Young Könyvvizsgáló Kft. to be the independent auditor of Zenith Pure Oil Plc. for the business year 2014, until the AGM closing the year but the latest until 30 April 2015 with an audit fee of HUF 75.8 million plus VAT and approved the general terms and conditions related to audit agreements.
• The AGM approved with 46,369,906 yes votes (82.92%) the authorization of the Board of Directors of the Company for an 18 months period from the date of the resolution made on the AGM to acquire treasury shares. The total amount of nominal value of treasury shares owned by the Company at any time may not exceed 25 % of the actual share capital of the Company.
• The AGM elected with 48,674,767 yes votes (87.04%) Dr. Sándor Csányi to be a member of the Board of Directors of Zenith Pure Oil Plc. from 30 April 2014 to 29 April 2019.
• The AGM elected with 51,842,642 yes votes (92.7%) Dr. Anwar al-Kharusi to be a member of the Board of Directors of Zenith Pure Oil Plc. from 30 April 2014 to 29 April 2019.
• The AGM elected with 48,680,127 yes votes (87.05%) Dr. Anthony Radev to be a member of the Board of Directors of Zenith Pure Oil Plc. from 30 April 2014 to 29 April 2019.
• The AGM elected with 48,541,652 yes votes (86.8%) Dr. János Martonyi to be a member of the Board of Directors of Zenith Pure Oil Plc. from 1 July 2014 to 29 April 2019.
• The AGM approved with 51,549,866 yes votes (92.18%) to make decisions on the amendment of the Articles of Association of the Company as follows:
• authorization granted for the Board of Directors to increase the share capital and respective amendment of Article 17.d.) shall be adopted by a separate resolution,
• all other amendments shall be adopted by a joint resolution, and after the amendments of the Articles of Association toadopt a separate resolution on the application of the new Civil Code for the Company.
• The holders of “A” series shares approved with 48,519,994 yes votes (86.76%) the authorization of the Board of Directors to increase the share capital in accordance with the conditions defined in Article 17.d.) of the Articles of Associations.
• The holder of the “B” series share approved with 1 yes vote the authorization of the Board of Directors to increase the share capital in accordance with the conditions defined in Article 17.d.) of the Articles of Associations.
• The AGM approved with 48,821,980 yes votes (87.3%) the authorization of the Board of Directors of the Company to increase the share capital until 23 April 2019 in one or more installments by not more than HUF 30,000,000,000 (i.e. Thirty billion forints) in any form and method provided by the Civil Code and resolve the amendment of the Articles of Association in connection thereto.
• The AGM approved with 52,761,223 yes votes (94.35%) the following modification of Articles of Association in line with new Civil Code:
  • delete the Article 7.3 ,
  • amendment of the Articles 8.1., 8.2. and 8.5.,
  • amendment of the Article 10.1.2. (ii),
  • delete the Article 11.2. and amend Articles 11.1. and 11.3.,
  • delete the Articles 12.2.k.) and 12.11. and amendment of the Articles 12.2.q.), 12.7., 12.9. and 12.10.,
  • amendment of the Articles 13.2.,13.3., 13.4. and 13.5.,
  • amendment of the Article 14.3. and supplement Article 14 with a new Article 14.5.,
  • amendment of the Articles 15.1., 15.2.j.), 15.7. and 15.10. and delete the Article 15.2.k.),
  • delete the Article 16.6.,
  • amendment of the title of Article 17 and the Articles 17.b.) and 17.c.),
  • amendment of the Articles 18.1., 18.2. and 18.3.,
  • amendment of the Articles 20.1. and 20.3.,
  • amendment of the Articles 22.1., 22.2., 22.3.b.) and 22.6.,
  • amendment of the title of Article 25 and amendment of the Articles 25.1. and 25.3.,
  • amendment of the Article 26.,
  • amendment of the Article 27.b.),
  • amendment of the Article 28.
• The AGM approved with 52,762,022 yes votes (94.35%) the application of the new Civil Code (Act V of 2013 on the Civil Code) for the Company in the future.

The AGM documents are available on Zenith Pure Oil’s official web site http://www.zenithpureoil.com/en/ and on the website of Zenith Pure Oil Investor Relations: http://ir.zenithpureoil.com/en/general-meetings/agm-documents/invitation/

For further information, please contact:

Investor Relations + 36 1 464 1395
facsimile: + 36 1 464 1335