Sales Agreement and Distribution of Free Shares

On 24 December 2008 The Republic of Serbia and Gazprom Neft JSC concluded a Contract for the sale and purchase of shares of Naftna industrija Srbije ad Novi Sad, on the basis of which Gazprom Neft acquired 51% of the total shares of the Company.

On 6 January 2010, on the basis of a decision of the Serbian Government and in accordance with the Law on the Right to Free Shares and Cash Compensation a certain number of NIS shares which were formerly held by the Republic of Serbia was transferred to Serbian citizens and to current and former employees of the Company. The entire procedure of free shares distribution was carried out by Serbian Government authorities, and the number of shares that citizens, employees and former employees received in this way was determined by the Privatization Agency. Information about the number of shares acquired by employees and former employees on 6 January 2010 is available in the Shareholders Calculator  section. Information about the largest NIS shareholders can be found on the web page of the Central Securities Depository and Clearing House

Listing on the Belgrade Stock Exchange

On 21 June 2010 the NIS Shareholders Assembly adopted a decision to convert NIS ј.s.c. Novi Sad into an open joint stock company.

In accordance with the decision of the management and the request of NIS, the Commission for Listing and Quotation of the Belgrade Stock Exchange passed on 23 August 2010 the decision to admit NIS shares to the listing A – Prime Market of the Belgrade Stock Exchange. NIS's decision to file the request for admission to the stock market, i.e. the Prime Market resulted from the view that NIS as one of the largest oil companies in Southeast Europe, with a plan to become the leader in the regional market, has to be exclusively on the Prime Market as the most elite part of the stock market with the most rigorous criteria for admission. The 30th of August 2010 was fixed as the first day of trading in shares on the Belgrade Stock Exchange. 

Takeover Bid

In accordance with the Purchase Agreement of NIS j.s.c. Novi Sad Shares, Gazprom Neft announced on January 31, 2011 its Bid for taking over NIS j.s.c. Novi Sad shares from minority shareholders, or 31,180,256 ordinary shares making up a total of 19.12% of the total number of ordinary shares. The Bid was valid for 45 days, until March 16, 2011. In total the amount of 8,405,087 ordinary shares was taken over, or 5.15% of the total number of ordinary shares, at the price of 506.48 dinars per share, which as of January 13, 2011 was the equivalent of EUR 4.80996 per share. Since the takeover bid ended, Gazprom Neft has hold 91,565,887 ordinary shares of NIS j.s.c. Novi Sad, or 56.15% of the total number of issued shares. The Republic of Serbia ownership stake has not changed and is at the level of 29.87%, taking into account that the Republic of Serbia shares were not the subject of the takeover bid. All other shareholders hold in total 13.98% of the share capital of NIS j.s.c. Novi Sad.

Purchase and Sale of Shares

(For information on the procedure for the first sale of shares for shareholders who received shares as citizens (5 shares), please see segment Shareholders who received NIS shares as citizens)

NIS shares are traded exclusively on the Belgrade Stock Exchange. If you wish to buy or to sell NIS shares, it is first necessary to choose a broker-dealer company or an authorized bank which will open for you an ownership account (the account is opened with the Central Securities Depository and Clearing House with which all shares you own are registered). The list of Belgrade Stock Exchange members is available on the website of the Belgrade Stock Exchange. Prior to making your choice, it is advisable to inform yourself about:

  • the price of opening an ownership account;
  • the commission payable in the case of trading;
  • whether there is any cost related to placing or withdrawing an order;
  • other costs charged by the stockbroker;
  • the advantages offered by the stockbroker (for example, the possibility of placing an order by telephone or via the Internet).


Apart from signing the agreement with your stockbroker, it is also necessary that you open a special cash account for trading in shares to which money is paid for the purchase of shares or from which money is withdrawn after the sale of shares. This special cash account for trading differs from your current cash account and ownership account.

You decide by yourself about the purchase and sale of shares. When you assess that the right time has come for the purchase or sale of shares, you will place an order with your stockbroker in which you will determine:

  • the quantity of shares to buy according to the cash assets in your account, or the quantity to sell, according to the number of shares you own; 
  • the period of validity of your order (daily, up to a certain date or until revocation, i.e. 90 days);
  • the maximum price at which you are willing to purchase the shares or the lowest price at which you are willing to sell the shares.


You will receive a certificate of the receipt of your order from your stockbroker. NIS does not participate in the trading of shares on the Stock Exchange, and does not have any direct influence on the market price of shares. If your purchase or sale order has been transacted, you will receive a written notification from your stockbroker thereof together with calculated trading costs. Purchased shares will usually be in your ownership account 2 business days later, or in the case of the sale of shares you will be able to withdraw the money from your special cash account 2 business days later. You can change or revoke the non-transacted order at any time.

Tax Obligations

After the sale of shares, it is necessary to notify the Tax Administration of the capital gain for tax collection purposes. The amount payable is 15% of the difference between the sale price and purchase price of the shares plus the retail price rise. If the difference is negative, a capital loss is recorded.

Shareholders who received NIS shares as citizens

The procedure for the first sale of shares in the case of shareholders who received NIS shares as citizens has been simplified and involves only the placing of a sell order at Post Office counters. These shareholders (who received 5 NIS shares, each) are exempt from the payment of trading related costs until 31 December 2018 and from tax obligations, except for payment of fees of the Belgrade Stock Exchange and the Central Securities Registry, amounting to 0.2% of the value of the transaction.

Dividends

A dividend is a part of the Company profit intended for payment to the shareholders, in proportion to the size of their stake in the total capital of the Company (i.e. the number of shares they own). According to the Law on Business Companies, a company's profit is distributed upon adoption of the financial reports for the preceding business year by the Shareholders Assembly at regular (annual) meeting of the Shareholders Assembly, to be held by June 30th of the year in course. The dividend amount and the record date are determined by decisions of the Shareholders Assembly.

The Law on Business Companies sets forth that upon adoption of the financial reports from the previous business year the profit of that year is to be distributed according to the following order:

1. for covering losses carried forward from previous years;

2. for reserves, if they are determined by law (legal reserves).

If upon allocation for these purposes a part of the profit remains, the Shareholders Assembly may distribute the remainder for the following purposes:

1. for reserves, if they are established by Articles of Association (statutory reserves);

2. for dividend, in accordance with the Law on Business Companies.

Data on profit distribution and loss coverage for previous years:

  • 2008 – the Company operated with a loss and there was no payment of a dividend.
  • 2009 – the Company operated with a loss and there was no payment of a dividend.
  • 2010 – The company generated a profit. On 27 July 2011, the Board of Directors* passed the Decision on Distributing the Profit and Covering the Loss for 2010, according to which the total achieved profit was to be distributed for covering the losses carried forward from previous years, and for this reason there was no payment of a dividend.
  • 2011 – The company generated a profit. The Shareholders Assembly adopted on 25 June 2012 the Decision on Allocation of Profit and Covering Losses for 2011, under which the total profit earned had to be allocated to cover the losses carried forward from the previous years, and therefore no dividends were paid out.
  • 2012 - The company generated a profit. At the 5th Regular Shareholders' Assembly meeting, which was held on 18 June 2013, the decision to allocate 25% of net profit generated in 2012 for dividend payment was adopted. The decision stipulates the payment of 12.4 billion RSD to shareholders, or the gross amount of 75.83 RSD per share. The shareholders who were registered in the Central Securities Depository and Clearing House, as statutory holders of NIS j.s.c. Novi Sad shares on 8 June 2013 (Record Date) are entitled to the dividend payment. The dividend for 2012 was paid to shareholders on 20 August 2013.
  • 2013 - The company generated a profit. At the 6th Regular Shareholders Assembly, which was held on 30 June 2014, the decision to allocate 25% of net profit generated in 2013 for dividend payments was adopted. The decision stipulates the payment of 13.1 billion RSD to shareholders, or the gross amount of 80.22 RSD per share. The shareholders who were registered in the Central Securities Depository and Clearing House, as statutory holders of NIS j.s.c. Novi Sad shares on 20 June 2014 (Record Date) are entitled to the dividend payment. The dividend for 2013 was paid to shareholders on 25 November 2014.
  • 2014 - The company generated a profit. At the 7th Regular Shareholders Assembly, which was held on 23 June 2015, the decision to allocate 25% of net profit generated in 2014 for dividend payments was adopted. The decision stipulates the payment of 7.6 billion RSD to shareholders, or the gross amount of 46.85 RSD per share. The shareholders who were registered in the Central Securities Depository and Clearing House, as statutory holders of NIS j.s.c. Novi Sad shares on 13 June 2015 (Record Date) are entitled to the dividend payment. The dividend for 2014 was paid to shareholders on 31 August 2015.
  • 2015 - The company generated a profit. At the 8th Regular Shareholders Assembly, which was held on 28 June 2016, the decision to allocate 25% of net profit generated in 2015 for dividend payments was adopted. The decision stipulates the payment of 4.0 billion RSD to shareholders, or the gross amount of 24.69 RSD per share. The shareholders who were registered in the Central Securities Depository and Clearing House, as statutory holders of NIS j.s.c. Novi Sad shares on 18 June 2016 (Record Date) are entitled to the dividend payment. The dividend for 2015 was paid to shareholders on 19 September 2016.
  • 2016 - The company generated a profit. At the 9th Regular Shareholders Assembly, which was held on 27 June 2017, the decision to allocate 25% of net profit generated in 2016 for dividend payments was adopted. The decision stipulates the payment of 4.0 billion RSD to shareholders, or the gross amount of 24.66 RSD per share. The shareholders who were registered in the Central Securities Depository and Clearing House, as statutory holders of NIS j.s.c. Novi Sad shares on 17 June 2017 (Record Date) are entitled to the dividend payment. The dividend for 2016 was paid to shareholders on 18 August 2017.
  • 2017 - The company generated a profit. At the 10th Regular Shareholders Assembly, which was held on 21 June 2018, the decision to allocate 25% of net profit generated in 2017 for dividend payments was adopted. The decision stipulates the payment of 6.9 billion RSD to shareholders, or the gross amount of 42.61 RSD per share. The shareholders who were registered in the Central Securities Depository and Clearing House, as statutory holders of NIS j.s.c. Novi Sad shares on 11 June 2018 (Record Date) are entitled to the dividend payment. The dividend for 2017 was paid to shareholders on 27 August 2018.

*In accordance with the NIS Incorporation Act, which was in force at the time when the subject Decision was enacted, decision-making about the profit distribution and loss coverage was within the competence of the Board of Directors.

If you have any additional questions, please look at the FAQ section or contact the Sector for Relations with Minority Shareholders.

Committee for Minority Shareholders’ Complaint Settlement

Shareholders and former shareholders, who believe that NIS has violated some of their rights, have the possibility to address the court in cases provided for by the Law on Business Companies.

NIS has also enabled its shareholders to address the Committee for Minority Shareholders’ Complaint Settlement. The objective of Committee is to resolve peacefully, within the company, the issues raised in the complaints of minority shareholders who consider that there is a violation of some of the rights that they have as shareholders of the company, in accordance with the applicable legal regulations of the Republic of Serbia and the company's acts. In accordance with the highest standards of corporate governance, the Committee through its activities contributes to the protection and unimpeded exercise of all the rights of minority shareholders, ensures adequate fulfillment of the company's obligations towards minority shareholders and sets out the measures that should be taken to eliminate the possibility of violating the rights of minority shareholders or violation of some of the basic principles of relations with minority shareholders.

Who can file a complaint to the Committee?

A minority shareholder, who believes that one or more rights have been violated pursuant to the applicable legal regulations of the Republic of Serbia or the company's acts, has the possibility to file a complaint to the Committee. In the name and on behalf of a minority shareholder, a minority shareholders proxy can submit a complaint to the Committee.

What must the complaint contain?

A minority shareholder complaint must include:
- name and surname/business name of minority shareholder,
- Personal identification number/registration number of the minority shareholder,
- address for delivery of the complainant,
- stating the right that the minority shareholder considers as violated and the reason for filing a complaint,
- if the minority shareholder has already addressed the company on the same issue - the date of the previous address to the company,
- the written signature of the complainant when it is delivered in writing or the qualified electronic signature of the complainant when the complaint is submitted in electronic form.

In addition to the complaint, the complainant may also submit appropriate documents to prove or explain the content of the complaint.

When the complaint is submitted by a proxy of a minority shareholder, a copy of the power of attorney, certified in accordance with the law regulating the certification of signatures, must be submitted with the complaint.

How the complaint is submitted?

The complaint can be submitted in writing to the address of the company's headquarters (Narodnog fronta 12, 21101 Novi Sad) with the mandatory remark "for the Committee for minority shareholders’ complaint settlement" or in electronic form on the registered mail address of the company or email address servis.akcionara@nis.eu with the same mandatory remark.

Addressing the Committee, the method of work and the competence of the Committee are regulated by the Instructions on the Work of the Committee for minority shareholders’ complaint settlement.

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