Hungarian energy major MOL Group and the Abu Dhabi National Oil Company (ADNOC) are actively involved in negotiations that could reshape the energy landscape of Central and Southeastern Europe — but the core of the immediate negotiations is centered on MOL’s planned acquisition of the Russian-owned stake in Serbia’s NIS (Naftna Industrija Srbije), with ADNOC potentially joining as a minority investor in that broader transaction. The facts on the table as of January 2026 show a complex, multi-layered deal that straddles geopolitical constraints, sanctions compliance, strategic energy positioning, and shared investment interests between MOL and ADNOC.
At the heart of the negotiations is a preliminary transaction in which MOL has signed a binding Heads of Agreement with Russia’s Gazprom Neft to acquire the majority Russian-owned 56.15 % stake in NIS, the company that operates Serbia’s only refinery in Pančevo and controls a dominant share of the Serbian fuel retail market. This step follows months of talks and a framework term sheet agreed between MOL and Gazprom Neft, which together outline the key commercial terms of the proposed sale. The intention is to submit the deal for approval to the U.S. Treasury’s Office of Foreign Assets Control (OFAC), a necessary procedural step because NIS has been subject to U.S. sanctions due to the Russian ownership, and the negotiating license granted by OFAC runs through 24 March 2026 with the aim of finalizing a formal share purchase agreement by 31 March 2026. The transaction is contingent on regulatory approvals not only from OFAC but also from Serbian and other relevant authorities. The Government of Serbia would see its existing roughly 29.9 % stake in NIS increase by 5 percentage points as part of the arrangement, bolstering its influence in the strategic enterprise.
MOL’s strategic objective in the negotiations is to secure majority control and operational leadership of NIS, thereby integrating the Pančevo refinery and associated fuel station network more closely into its regional footprint. Beyond simply owning assets, MOL has publicly committed to maintaining and potentially expanding output at the Pančevo refinery to protect supply security across Serbia and neighboring markets, which MOL argues is crucial in a period of evolving energy geopolitics and sanctions-driven asset divestments.
Against this backdrop, ADNOC’s role is currently under active negotiation with MOL. Rather than being a principal buyer of the Russian-held stake directly from Gazprom Neft, ADNOC is positioned as a prospective minority partner alongside MOL in the post-acquisition ownership structure of NIS. Discussions between the two parties suggest ADNOC might contribute capital, strategic investment backing, and perhaps broader integration with its Gulf and global energy portfolio, enhancing the financial and operational strength of the combined regional enterprise. ADNOC’s involvement could also reduce the transaction’s risk profile with respect to financing, regulatory scrutiny, and political signaling. However, as of January 2026, the exact terms of ADNOC’s potential minority participation — including its equity share, capital commitment, governance rights, and agreed strategic roles within NIS — are yet to be finalized and remain subject to ongoing negotiations between the companies.
The context of sanctions is critical to understanding the pace and structure of these talks. NIS was sanctioned by the U.S. Treasury in late 2025 as part of broader punitive measures targeting Russian energy firms in response to the war in Ukraine. While OFAC has granted temporary waivers enabling NIS to continue operations and negotiate this sale, the transaction is conditional on successfully obtaining a broader set of clearances, making the involvement of a major Gulf partner such as ADNOC potentially advantageous in convincing sanctioning authorities of the stability and legitimacy of the new ownership.
From a strategic energy perspective, the potential MOL–ADNOC collaboration reflects broader shifts in how European energy companies balance regional supply security with global capital partnerships. For MOL, bringing ADNOC into the fold could diversify investment risks and underpin long-term development of refinery and retail assets that are central to the company’s downstream strategy. For ADNOC, a stake in the Balkan and Central European downstream market provides geographic diversification and access to a strategically located refinery and retail network — assets that could complement its global portfolio of crude production, trading, and refining interests. While ADNOC’s primary business remains upstream production and export — underpinned by vast UAE hydrocarbon reserves — expanding into European downstream via minority stakes aligns with its broader internationalisation strategy seen in other European investments. Finally, these negotiations also occur amid wider regional energy transition pressures, evolving sanctions regimes, and competitive positioning among state-backed national oil companies. The outcome of the MOL–ADNOC talks — whether ADNOC ultimately commits to a minority stake in the restructured NIS — will have implications not just for the companies involved but for Serbia’s energy sovereignty, regional supply dynamics, and the broader interplay between European energy markets and Gulf capital in an era of geopolitical fragmentation.
MOL and ADNOC are negotiating a partnership contextually linked to MOL’s acquisition of a majority stake in Serbia’s NIS. MOL is advancing toward closing that acquisition with Gazprom Neft subject to OFAC and regulatory approval, while ADNOC’s role remains that of a potential minority partner being discussed in parallel — a development that, if realised, could introduce a significant Gulf energy actor into Southeastern Europe’s downstream market. The negotiations are detailed, geopolitical, and sensitive to sanction compliance, reflecting the intricate intersection of strategic energy assets, international capital flows, and regulatory oversight in 2026.