Management Board of MOL
proposed to add a poison pill to the company’s articles of association on the upcoming AGM on 26 April 2007 to replace the recently wiped out golden share in the company. The new article would prevent a quick change in control over the company by allowing the recall of maximum 3 members at one time from the currently 11 member BoD. In case the maximum amount of members are recalled, the board composition cannot be changed for a period of 6 month. The proposed new article would loose effect in case one owner obtains more than 33% stake in the company.
Our view: We see the news as neutral, as the management already indicated earlier it plans to build in a takover defence to the articles of association after the abolishment of the golden shares. Moreover, we consider the proposed defence as rather weak. We beleive the 10% voting limit which is in effect until 2010 represents a stronger takover defense.