UPDATE 1-Hungary MOL plans strengthening statutes, no div

Tue Apr 7, 2009 2:58pm EDT

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(Recasts with details from AGM documents.)

BUDAPEST, April 7 (Reuters) - Hungarian oil group MOL MOLB.BU seeks amendments in its statutes to build a wall of defence against hostile takeovers and plans not pay a dividend on 2008 earnings, it said on the Budapest bourse's www.bet.hu home page on Tuesday.

MOL said in the documents for the April 23 annual meeting of its shareholders (AGM) that according to a planned amendment of its statutes shareholders must declare who the "ultimate beneficial owner" of their shares is before their meetings, if requested by MOL's board of directors.

"...the current ownership changes and structure justifies running appropriate mechanisms against a stealth takeover of the company and to ensure that the directors get a realistic picture about who the company's real owners are," MOL said.

Russian oil producer Surgutneftegaz (SNGS.MM) said on March 30 that it would buy 21 percent of MOL from Austria's OMV(OMVV.VI) for 1.4 billion euros or nearly twice MOL's trading price on the Budapest bourse on the previous Friday.

MOL has said that the deal raised the suspicion that OMV, which tried to take over MOL earlier, had been just a front for the Russian group.

Other proposed amendments would strengthen the special voting rights of the "B" series MOL share and delete the section which says that the special rights exist only if the share is held by the Hungarian state.

MOL's board of directors will also seek authorization from shareholders at the AGM to increase MOL's capital by maximum 30 billion forints ($138.2 million) instead of the current limit of 15 percent of the capital or 16.29 billion forints.

NO DIVIDEND NOW

MOL said paying no dividend and its earlier decision to cut capital expenditures gave it financial flexibility.

"The company's goal is to maintain its financial flexibility in the difficult economic situation, ensuring effective operations in the global economic crisis and that it can exploit the joint organic growth opportunities of MOL and (Croatian subsidiary) INA INA.ZA," MOL said.

The company added, however, that it would keep its longer-term policy of paying 40 percent of earnings in dividends, depending on investments, it said on Tuesday.

MOL shares closed at 11,000 forints, down 2.1 percent.

(Reporting by Sandor Peto; Editing by Greg Mahlich, Bernard Orr)

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