(Recasts with details from AGM documents.)
BUDAPEST, April 7 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