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MOL’s management control over INA

MOL’s management control over INA

As a result of the 2002 INA Privatization Act and of the subsequent gradual increase in INA’s shareholding, MOL gained a position that could secure management control of the company. This was formalized in the First Amendment to the Shareholders Agreement in January 2009.

Since its entry in the Croatian market in 2003, MOL has always clearly stated that its intention as a strategic investor was to ultimately gain strategic control rights over INA.

By October 2008, through the implementations of the 2002 INA Privatization Act, MOL could increase its stake in INA to 47.16%, overtaking the Croatian Government’s stake, which had, by then, decreased to 44.84%. At the next election of the Supervisory Board by the shareholders, therefore MOL would have been practically in a position to secure four of the seven members of the Supervisory Board, thereby effectively gaining management control of INA through a simple majority.

Since according to the terms of the 2003 Shareholders Agreement, once its stake in INA fell below 50%, the Croatian Government only had the right to nominate two Supervisory Board members. With its 47.16% stake, MOL also had the right to nominate two. One position on the Supervisory Board was reserved for INA’s workers representatives and the two remaining board members were to be nominated by a simple majority vote among all present shareholders at the General Meeting.

As MOL’s stake in INA was more than 2% higher than the Croatian Government’s and because independent shareholders’ participation at shareholder meetings had been extremely low, MOL effectively had the necessary votes to nominate the final two Supervisory Board members. This would have given MOL a total of four out of seven board members and effective control over INA. The Supervisory Board nominates the Management Board with a simple majority of votes present at the Supervisory Board meeting.

MOL’s right of control was subsequently formalized in the First Amendment to the Shareholders Agreement negotiated by MOL and Croatian Government representatives at the end of 2008 and approved in January 2009.

Based on the First Amendment to the Shareholders Agreement on June 9, 2009 the Croatian Competition Agency (AZTN) approved  the concentration between MOL and INA. Before rendering a decision the Agency announced a public call for opinions on this concentration on its web site. After 14 days of public consultation, there were no objections from competitors, citizens, politicians or any other stakeholder. In addition, after evaluation of the relevant documents MOL’s control over INA was also approved by the European Commission on 18 May 2009.