MOL SHAREHOLDER'S MEETING: ALL QUIET ON THE SURGUT

C O N F I D E N T I A L SECTION 01 OF 02 BUDAPEST 000320

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E.O. 12958: DECL: 04/24/2019
TAGS: ENRG ECON EPET PGOV RU HU
SUBJECT: MOL SHAREHOLDER'S MEETING: ALL QUIET ON THE SURGUT
FRONT

REF: BUDAPEST 265


1. (SBU) Hungarian oil and gas giant MOL appears to have
successfully barred the door, at least for the time being,
against a possible takeover attempt by Russia's
Surgutneftegaz (Surgut) (reftel). Econoff attended MOL's
Annual General Meeting (AGM) on April 23, which, in light of
widely-perceived Russian designs on the Hungarian energy
champion and apart from a significant media presence, was
notable only for the calm, orderly conduct of business.


2. (SBU) As has been widely reported in the local press, MOL
managed to bar Surgut from attending the meeting based on a
technicality: MOL had not registered Surgut in its
shareholder register by the April 14 deadline due to some
delays in the Hungarian Energy Office's certification of
Surgut's share purchase. Although excluded from a seat at
the table, Surgut chairman Vladimir Bogdanov published an
open letter to MOL shareholders in a Hungarian business daily
to voice Surgut's good intentions for a mutually-beneficial
relationship with MOL and its disappointment over MOL
management's refusal to enter a dialogue toward that end.


3. (SBU) With the absence of Surgut's 21.2 percent ownership
stake, MOL shareholders achieved a quorum on the second try
with just over 44 percent of voting shares represented. In a
striking show of solidarity, MOL shareholders passed with an
overwhelming 99 percent majority a number of proposals aimed
at preventing "creeping control" of the company, based on
"present changes in the shareholder structure"--a thinly
veiled reference to Surgut's recent unwelcome purchase of its
MOL stake. The hostile takeover defense measures generally
strengthen the Board of Directors' competence over certain
strategic decisions at the expense of the shareholders, while
granting the GoH, as the sole holder of the company's "B"
share, additional authority to veto shareholder efforts to
overturn the Board. These include the following:

--enabling the Board of Directors to make decisions without
approval by the shareholders' AGM regarding public purchase
offers for treasury shares and changes in the company's
capital structure, such as increases in share capital,
issuance of convertible bonds, and conversion of shares;

--nearly doubling the amount of additional share capital the
Board is authorized to raise to 30 billion forint
(approximately $134 million) over the next five years;

--lowering the threshold for approving an increase in share
capital and convertible bonds from a three-fourths majority
to a simple majority of shareholders;

--raising the threshold for dismissing members of the Board
of Directors from a simple majority to a three-fourths
majority of shareholders;

--granting "B" shareholders a veto over certain proposals
accepted by shareholders but not by the Board, including the
election and dismissal of Board members, Supervisory Board
members and auditors, decisions on dividends, and certain
amendments to the Articles of Association;

--limiting the ability of the shareholders' AGM to dismiss
Board members to a maximum of 1 (previously 3) during a three
(previously six) month period and canceling a provision that
would have removed such restrictions if an owner obtained a
33 percent stake in the company; and

--a requirement, apparently in an effort to shed light on
Surgut's shady ownership structure, that shareholders with
stakes exceeding 2 percent disclose their MOL ownership as
well as the identity of the ultimate beneficial owner(s)
exercising control over the shares (Note: This measure passed
with only an 86.3 percent majority. End note.).


4. (SBU) The shareholders also approved several measures to
address EU objections to privileges that were previously
accorded to the GoH as a shareholder to bolster its ability
to defend MOL from takeover. Specifically, the AGM removed a
provision that extended special voting preferences to the
holder of the "B" series share only as long as it was held by

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the GoH. The rights would now be transferable if the share
were sold. The shareholders also removed a provision that
exempted the GoH from the 10 percent voting cap applied to
all other shareholders.


5. (C) Comment: These measures, which consolidate power in
the Board of Directors, are likely to face criticism from
international financial investors who argue that tightened
Board control over the company's share structure will be
detrimental to MOL's stock price. The consensus in Hungary,
however, seems to be that these moves were necessary to
prevent the loss of a strategic national asset. Indeed, many
are breathing sighs of relief following the success in
erecting these defenses. KBC Securities analyst Peter Tordai
believes Surgut's (or any other company's) chances to take
over MOL are now "practically zero." We remain watchful,
however, for signs that Surgut (or other Russian firms) might
seek more than a "mutually beneficial partnership" with MOL
and, having identified MOL as a key target, that they might
begin employing less traditional means to achieve their
objectives. End comment.
Levine