Procedure relating to transactions involving interests of directors and statutory auditors and transactions with related parties

In compliance of the Consob Regulation on related parties transactions, the Board of Directors - on November 18, 2010 - approved unanimously the Management System Guideline (MSG) "Transactions involving interests of directors and statutory auditors and transactions with related parties", which has been applied since 1 January 2011, to ensure transparency and substantial and procedural fairness of transactions with related parties.

During its meeting of 19 January 2012, the Board of Directors carried out the first annual review of the procedure, as required by the latter, which anticipates the three-year period required by Consob. The Board modified consequently the procedure taking into account the operational demands emerged during the first year of application.

The procedure and the subsequent amendments received the preliminary favourable opinion, expressed unanimously, of the Internal Control Committee, entirely composed of independent directors under the Corporate Governance Code of Borsa Italiana and in accordance with Consob Regulation.

The procedure reproduces mainly the provisions of the Consob Regulation, and, in a greater protection and efficiency perspective, it extends the procedural system for transactions carried out directly by Eni to all transactions undertaken by subsidiaries with related parties of Eni. The definition of related party has been extended and more detailed.

Transactions with related parties are divided into transactions of lesser importance, of greater importance and exempts, with the provision of different procedural arrangements and transparency in relation to types and importance of transaction.

In general, the Independent Directors of Internal Control Committee or Compensation Committee (in case of remuneration) play a central role in all relevant transactions with related parties. Specifically, the procedures require:

1. for transactions of lesser importance, that the relevant committee expresses a reasoned and not binding opinion on the company's interest in the completion of the transaction and the convenience and substantial correctness of the underlying terms;
   
   
2. for transactions of greater importance, that (i) the responsibility to resolve is reserved to the Board of Directors, (i) the relevant committee is involved starting from the preparatory phase of the transaction, (iii) the same committee expresses a reasoned and binding opinion on the company's interest in the completion of the transaction and the convenience and substantial correctness of the underlying terms;
   

With reference to information to be provided to the public on transactions with related parties, the relevant provisions of Consob Regulation have been fully recalled.

The procedure also defines the timing, responsibilities, tools of verification by Eni employees and bodies involved in the procedures and information flows that must be met for the correct application of the rules.

Finally, consistent with the choice made in the previous discipline, specific rules have been adopted for transactions in which a director or a statutory auditor have an interest, directly or on behalf of third parties.

In particular, the procedure specifies commitments of monitoring, evaluation and motivation related to the preliminary phase and completion of a transaction with a subject of interest of a director or a statutory auditor. In any case, if the operation is under the responsibility of the Board of Directors of Eni, it is provided for a mandatory non-binding opinion of the Internal Control Committee.

To ensure an effective system of control over transactions carried out, it is provided that the Chief Executive Officer gives to the Board of Directors and to the Board of Statutory Auditors both a bi-monthly informative, on the execution of individual transactions with related parties and subjects of interest of directors and statutory auditors, and an half-year aggregate report of all transactions with such subjects of interest, performed during the reporting period.