MOL Group has signed a binding letter of intent with Gazprom Neft to acquire a 56.15% stake in the Serbian oil and energy company Naftna Industrija Srbije. Once the transaction is completed, MOL will become a significant shareholder and gain control over the company operating Serbia's only oil refinery, located in Pančevo. The planned acquisition is intended to strengthen MOL Group's position in the energy market of Central and South-Eastern Europe, covering the refining segment as well as the retail network and the exploration and production assets of NIS.
According to the agreement, the transaction will be carried out after a number of conditions have been met, including the receipt of necessary regulatory and sanctions-related approvals. According to the parties, it may provide the refinery in Pančevo and the related business units with long-term, stable operations and help maintain uninterrupted supplies of energy products to the markets in the region. In addition to the refinery, NIS operates a network of nearly 400 service stations in Serbia, Romania and Bosnia and Herzegovina, as well as a portfolio of oil and gas exploration and production assets. Within MOL Group, this is expected to strengthen both the wholesale and logistics segment and the area of retail sales of petroleum products.
Scope of the agreement and conditions for closing the transaction
The binding letter of intent signed by MOL and Gazprom Neft sets out the main assumptions of the future agreement for the acquisition of a 56.15% stake in NIS. The document includes, among others, the timetable for conducting due diligence of the Serbian company and procedures for obtaining the required regulatory approvals in Serbia and other relevant jurisdictions.
One of the key requirements is to obtain approval from the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), which arises from the sanctions regime affecting entities involved in the existing ownership structure of NIS. In addition, approvals from the competent Serbian authorities responsible for the energy and capital markets will be necessary. The parties assume that the final acquisition agreement will be signed by the end of March 2026, while the detailed terms of the transaction will be the subject of further negotiations.
The role of the Pančevo refinery in the regional supply system
The oil refinery in Pančevo has been operating since 1968 and for more than five decades has played a key role in supplying Serbia with fuels and other petroleum products. Over the last fifteen years the plant has undergone a multi-stage technological modernisation, resulting in production parameters being aligned with the requirements in force on the European market. The current processing capacity of the refinery is almost 4.8 million tonnes per year.
The Pančevo plant primarily produces diesel and gasoline that meet Euro-5 quality requirements in line with European Union regulations. In addition to motor fuels, the refinery also produces liquefied natural gas, selected petrochemical products, heating oil, bitumen and other petroleum products. This production profile means that the facility plays an important role in the regional supply system for fuels and for feedstocks for the chemical and infrastructure industries.
Significance of the transaction for MOL Group's strategy
The planned acquisition of a controlling stake in NIS is aligned with MOL Group's strategy of strengthening its position in Central and South-Eastern Europe. Acquiring shares in the Serbian company would expand the asset portfolio with a refinery, logistics and retail infrastructure, and upstream assets located mainly in Serbia, but also in Romania and Bosnia and Herzegovina.
Zsolt Hernádi, Chairman and CEO of MOL Group, emphasises the regional dimension of the transaction and its link to security of energy supply in landlocked countries.
"As a reliable energy supplier in the region, we want to contribute to the development of Central and South-Eastern Europe. We have maintained an excellent, professional relationship with our Serbian partners for many years. MOL remains committed to working with the Serbian government to further strengthen security of supply in the country and in the region. The energy sovereignty of landlocked countries requires cooperation between strong local refineries operating in a predictable and efficient way, as well as the involvement of strong partners. This is why MOL Group is in negotiations with ADNOC, the national oil company of the United Arab Emirates, on joining the NIS shareholder base as a minority shareholder, while MOL retains a majority stake and control. We are ready to take on this challenge and will continue our discussions with our partners," said Zsolt Hernádi.
The inclusion of a potential minority investor in the form of ADNOC is intended to build a stable ownership structure for NIS, based on cooperation between a regional energy group and a partner from the United Arab Emirates market. At the same time, MOL Group declares its intention to maintain a majority stake and corporate control over the company.
NIS retail, logistics and upstream assets
In addition to the refinery, NIS owns a developed wholesale, logistics and retail infrastructure. The company's portfolio includes a network of nearly 400 service stations located in Serbia, Romania and Bosnia and Herzegovina. The acquisition of this network may enable MOL Group to further strengthen its consumer-focused strategy by increasing the reach of retail sales of fuels and other petroleum products in the region.
NIS also has a significant portfolio of assets in the oil and natural gas exploration and production segment. The company's 2P oil reserves are estimated at around 173 million barrels. Daily oil and gas production in Serbia exceeds 20 thousand barrels of oil equivalent, which is an important addition to the resource base for the refining segment. In addition, NIS holds exploration licences in Romania and in Bosnia and Herzegovina, which creates potential for further development of upstream operations in the region.
Overall, the refining, retail, logistics and upstream assets of NIS form an integrated system for supplying the market with fuels and other petroleum products which, after the transaction is closed, could be incorporated into the structure of MOL Group as part of a regional value chain in the oil and energy sector.
