Surgutneftegas can gain control over Hungary's MOL only theoretically - CEO

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Thursday, April 2, 2009 09:08:00 AM

Russian oil and gas company Surgutneftegas obtaining control over Hungarian fuels group MOL is only a theoretical possibility, because the 10% voting cap cemented in the Articles of Association would be an obstacle, said Zsolt Hernádi, Chairman-CEO of MOL.

Surgutneftegas bought a 21.2% stake in MOL from Austria's OMV for EUR 1.4 billion on Monday.

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Hernádi told the Foreign Affairs Committee in Parliament on Wednesday that they had no connection whatsoever with the Russian company and labeled several aspects in the deal as very strange. One of these is that no diplomatic talks between Russia and Hungary preceded the transaction, while it has been customary so far in deals of this magnitude.

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“We cannot consider (Surgutneftegas) a strategic investor," Hernádi told InfoRádió on Wednesday. It was an “unsolicited acquisition" by the company, he added.

Elmeleti lehetoseg van erre, gyakorlati kivitelezhetosege megkerdojelezheto.

Surgutneftegas can theoretically gain control over MOL, but even if it obtains a majority holding, there is a 10% cap on voting rights, Hernádi said.

MOL's Article of Association stipulates the following on voting rights: "No shareholder or shareholder group (as defined below) may exercise more than 10% of the voting rights with the exception of the Hungarian State, the Hungarian Privatization and Asset Holding Company, any of its legal successors, any entity exercising ownership rights on behalf of the Hungarian State, and the organization(s) acting at the Company's request as depository or custodian for the Company's shares or securities representing the Company's shares [...]."

“In the event any shareholders' group [...] holds more than 10% of the voting rights, the total voting rights of the shareholders' group shall be reduced to10% by disregarding the voting rights of the shares (or the relevant portion of those) most recently acquired by the shareholder group."

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