NIS Passes to MOL: What Awaits Small Shareholders

The shareholder agreement on the management of NIS, signed by Serbia’s government and Hungary’s MOL in mid-June 2026, does not take effect on its own: its application is tied to the closing of the sale of a 56.15 percent stake between MOL and Gazprom Neft, and to clearance from the US Office of Foreign Assets Control (OFAC). Only once that transaction is formally completed does the procedure that matters most to tens of thousands of small shareholders begin: the mandatory buyout offer.

Acquiring a 56.15 percent ownership package under Serbia’s law on the takeover of joint-stock companies triggers an obligation for the new controlling owner to offer to buy out the shares of all other holders. This is a mechanism that protects minority owners: when control of a company moves from one set of hands to another, a small shareholder gets the chance to exit on the same terms rather than remaining locked in alongside a new majority partner with no way out.

How is the price for small shareholders set?

The price in a mandatory offer is usually calculated as the higher of two reference values: the six-month weighted average of the market price, or the price the buyer pays for the controlling block. The complication is that trading in NIS shares on the Belgrade Stock Exchange has been suspended because of sanctions, so the conventional market average loses reliability in this case. In such a situation, the regulator may take the price from the MOL-Gazprom Neft transaction itself as the basis, since it is the freshest and most authoritative indicator of the value of the controlling stake.

That means the sum MOL pays Gazprom Neft for 56.15 percent will not be merely an internal matter between two large players: it directly sets the floor for the price small shareholders can obtain in the buyout offer. Converting that total into a per-share figure gives shareholders the first concrete number against which they can decide whether selling is worth it.

For now NIS is operating without disruption. Its operating licence has been extended to July 1, 2026, keeping the Pancevo refinery, the company’s most valuable asset and the only crude processing plant in Serbia, in operation while the ownership and sanctions procedure is finalised. Without that extension, processing would halt, which makes the licence as important for supplying the market as it is for the value of the company MOL is acquiring.

Must a small shareholder sell?

It is important here to separate two notions that are often confused in public debate. A mandatory buyout offer means the new owner is obliged to offer, not that the shareholder is obliged to accept. A small holder of NIS shares, who in many cases has held them since the free distribution to citizens, has every right to keep their stake and remain a shareholder even after the change of control.

A forced buyout, the so-called squeeze-out, is an entirely different matter and occurs only if one owner, through the offer or later purchases, reaches 90 percent ownership. Only at that threshold can a majority owner compel the remaining minority shareholders to sell at a fair price. As long as MOL stays below that line, no one can be forced to give up their shares. The question every NIS shareholder will have to ask is not whether they may stay, but whether it pays them more to take the offered price now or to wait and see how the company’s value moves under its new owner: what would you choose?