Shareholders at an annual general meeting of Hungarian oil and gas company MOL on Thursday approved proposals aimed at preventing a hostile takeover of the company.
President-CEO of MOL Zsolt Hernadi said shareholders made the stealthy purchase of the company more difficult. MOL is a strategic company that allows diversity in the region’s energy supply and it is important to prevent such purchase, Mr Hernadi said.
Shareholders approved a proposal to require disclosure of ownership by shareholders with stakes exceeding 2pc. The approved proposal also requires these shareholders to reveal any parties exercising actual control over the shares, though the board reserves the right to suspend the shareholder’s voting rights if it doubts the shareholder’s report.
Shareholders approved changes to the company charter ensuring the state’s single “B” series share retains its special veto rights for matters of strategy even if it is sold or transferred.
Another change to the company charter requires support by the holder of the “B” series share for approval of proposals that are supported by shareholders but not by the board.
Shareholders approved a proposal to allow a general meeting to recall the board just once in three months.
Shareholders approved a proposal to cap voting rights of individual shareholders or shareholders voting in groups at 10pc.
Mr Hernadi said shareholders changed the rights related to the “B” series to keep the company’s open partner policy. The decision to register a shareholder only after documenting its owners, also serves the same purpose.
Mr Hernadi said Surgutneftegas is not the type of company with which MOL typically establishes partnerships. MOL still plans to purchase crude oil from Russia, but is not planning to add new partners from the country.
MOL’s board classified Surgutneftegas as a financial investor having the same rights as any other such investor. MOL is happy to sit down with the company, the fourth largest crude-oil provider in Russia, to discuss issues related to the authority of financial investors, Mr Hernadi said.
Mr Hernadi said the Croatian state, which has preemption rights related to MOL’s stake in INA in the event of a hostile takeover, has acknowledged the Russian purchase in the Hungarian company.
Mr Hernadi said that Austrian stock exchange supervisory authorities have contacted MOL about alleged insider trading conducted by the CEO of OMV, adding that he will attend a personal hearing on the issue in Austria. The MOL CEO said that he hopes the matter is the result of a misunderstanding.