Proposed governance rules for Naftna industrija Srbije
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 change in ownership. The agreement is designed for a scenario in which the Hungarian energy company acquires a controlling stake in the Serbian oil and gas group. It sets out a framework for management structure, decision-making procedures, and corporate governance rules within NIS.
The document would enter into force only if MOL completes the acquisition of Gazprom Neft’s 56.15% stake and secures all required regulatory approvals. Negotiations between MOL and Gazprom Neft on the potential transaction are still ongoing. Any final deal would also require approval from the US Office of Foreign Assets Control (OFAC).
State ownership increase and decision-making influence
Under the proposed arrangement, the Republic of Serbia would raise its ownership stake by an additional 5%. The change is intended to strengthen state influence over key strategic and corporate decisions within NIS. Serbian officials said the governance framework would apply only if there is a change in ownership.
The next steps described include finalizing a share purchase agreement with Gazprom Neft. The process also depends on obtaining necessary approvals from US authorities. MOL has requested an extension of its negotiating license after the previous authorization expired on 16 June.
Pančevo refinery continuity and downstream subsidiary operations
The shareholders’ agreement includes provisions aimed at ensuring continued operation of the Pančevo refinery. Processing volumes are expected to remain broadly aligned with levels recorded before the introduction of US sanctions. The document also covers the ongoing functioning of NIS subsidiaries, including Petrohemija.
Petrohemija remains part of NIS’s downstream portfolio under the arrangements described in the agreement. The provisions are linked to maintaining operations within NIS subsidiaries as part of the governance framework that would take effect following a change in ownership.
