MOL Group and the Government of Serbia have signed a shareholders’ agreement covering the future governance structure of Naftna industrija Srbije (NIS) under a potential takeover scenario. The agreement is linked to a situation in which the Hungarian energy company acquires a controlling stake in the Serbian oil and gas group. It sets out a proposed framework for management structure, decision-making procedures, and corporate governance rules within NIS.
Conditions for shareholders’ agreement to take effect
The document would enter into force only if MOL completes its acquisition of Gazprom Neft’s 56.15% stake. The transaction would also require all required regulatory approvals before it can be completed. Negotiations between MOL and Gazprom Neft regarding the potential deal are still ongoing.
A final transaction would further require approval from the US Office of Foreign Assets Control (OFAC). Serbian officials said the governance framework would take effect only in the event of a change in ownership. The next steps include finalizing a share purchase agreement with Gazprom Neft and securing necessary approvals from US authorities.
Planned changes to state ownership and governance influence
Under the proposed arrangement, the Republic of Serbia would increase its ownership stake by an additional 5%. The change is intended to strengthen state influence over key strategic and corporate decisions within NIS. The shareholders’ agreement therefore ties governance rules to the ownership structure that would result from the transaction.
Pančevo refinery operations and downstream subsidiaries
The agreement includes provisions intended to support continued operation of the Pančevo refinery. Processing volumes are expected to remain broadly aligned with levels recorded before the introduction of US sanctions. It also covers ongoing functioning of NIS subsidiaries, including Petrohemija, as part of the company’s downstream portfolio.
MOL has requested an extension of its negotiating license after its previous authorization expired on 16 June. The shareholders’ agreement remains conditional on MOL completing the Gazprom Neft stake acquisition and obtaining all required regulatory approvals, alongside US authorities’ clearance.
