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CORPORATE GOVERNANCE
Shareholders' Meeting Regulations
The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors and is assisted by a Secretary.
In order to allow for the orderly and functional implementation of Shareholders’ Meetings and to guarantee the right of each shareholder to take the floor with regards to topics under discussion, the Shareholders’ Meeting approved the Shareholders’ Meeting Regulations on 4 December 1998.
In addition to the regulations, general information on the Shareholders’ Meeting is provided below.
Besides the Regulation, general information on the Meeting is provided hereafter.
1. Ordinary and Extraordinary shareholders' meetings (the "Meetings" or the "Meeting") of Eni S.p.A. ("Eni"), a company incorporated under the Italian law with Registred Office in Rome, Piazzale Enrico Mattei, No. 1, are held pursuant to the norms set forth by this Regulation.
2. The Regulation approved by the Ordinary shareholders' meeting held on December 4, 1998, is at the Shareholders' disposal at the Company Registred Office and in the locations of the shareholders' meeting.
Article 2 - Participation to the Meetings
1. Attendance to the meetings is disciplined by the provisions of the current legislation, Eni by-laws and the Notice of the shareholders' meeting (the "Notice").
2. Subject to a request to be delivered to Eni Corporate Secretary (the "Secretary") according to the provisions set forth in the Notice at least two days before the relevant Meeting, and subject to the consent of the Chairman of the Meeting (the "Chairman"), financial analysts, experts, journalists and representatives of Eni Independent Auditors (the "Analysts") are allowed to attend the Meeting.
3. If deemed useful by the Chairman for the correct course of the Meeting, also in relation to the items in the Agenda, employees of the Company and its subsidiaries (the "Employees") may attend the Meeting.
Article 3 - Control of the Conditions Allowing Participation to the Meetings
1. Procedures for identification of persons wishing to attend the Meeting and controls of powers entitling their participation take place at the same location of the Meeting and begin an hour before the Meeting itself.
2. In order to simplify the aforementioned controls, those who intend to participate to the Meeting as legal or voluntary representatives of Shareholders and as Analysts, are requested to deliver to the Secretary the deeds entitling them to participate to the Meeting according to the provisions set forth in the Notice two days before the date of the Meeting.
Article 4 - Admittance to the Meeting
1. Subject to the execution of the identification and control procedures set forth in Article 3, paragraph 1, of the Regulation, persons are entitled to enter the Meeting room. As soon as the identification procedures are completed, each Shareholder or his representative (the "Shareholders" or the "Shareholder"), Employees and Analysts is given a badge to be worn until they leave the Meeting.
2. Shareholders wishing to leave the Meeting must contact the Meeting staff.
3. Unless otherwise provided by the Chairman, and notwithstanding the provisions applicable pursuant to Article 5 of the Regulation, the use of recorders, cameras and similar instruments is not allowed in the location of the Meeting.
Article 5 - Constitution and Opening of the Meeting
1. The minutes of the Meeting are written down by a secretary, not necessarily chosen among Shareholders, if a Notary public is not appointed. The secretary is appointed by the Shareholders upon proposal of the Chairman. The secretary or the Notary may use reliable staff and recording instruments.
2. The Chairman may appoint one or more scrutineers, not necessarily chosen among Shareholders, and a Chairmanship Office (the "Office").
3. In order to assure order in the Meeting, the Chairman may apply to clerks recognisable through specific badges.
4. Pursuant to Article 14 of the by-laws, the Chairman, also through the scrutineers and the Office, controls the regularity of proxies and the right to attend the Meeting.
5. If the majority of capital necessary for the Meeting to start is not reached, the Chairman adjourns the Meeting to the next call, at least an hour after the time set in the Notice for the beginning of the Meeting.
6. Once the regular constitution has been ascertained, the Chairman opens the Meeting.
Article 6 - Interruption and Adjournment of the Meeting
1. If not otherwise resolved, the Meeting takes place in a single day. With the exclusion of Article 7, paragraph 4, of the Regulation, if necessary and if the Meeting does not vote against the proposal, the Chairman may interrupt the Meeting for periods no longer than two hours.
2. Notwithstanding Article 2374 of the Civil Code, the Meeting may resolve, with the majority of the share capital represented, the adjournment of the Meeting specifying the new location, day and hour. The term after which the adjournment may take place is set considering the cause of the interruption and cannot be longer than thirty days.
1. The Chairman illustrates the items in the Agenda also through Directors, Auditors and Employees. The order of the items in the Agenda may be modified through a resolution of the shareholders' meeting voted by the majority of the share capital represented in the Meeting.
2. The Chairman directs the Meeting and guarantees fairness in the discussion and the right to intervene of Shareholders. In view of the foregoing, at the beginning of the Meeting, the Chairman sets the maximum duration of each intervention that may not ordinarily exceed fifteen minutes. The Chairman may: (i) invite to finish interventions if longer than the term set by the Chairman or not pertinent to the items in the Agenda; (ii) avoid clear excesses of Shareholders, also interrupting their interventions; (iii) and in extreme circumstances order that the Shareholder causing such situations leaves the Meeting until the discussion on the item in the Agenda ends.
3. The request of discussion on each item in the Agenda may be presented to the Office from the beginning of the Meeting and until the Chairman opens the discussion on the relevant item. If not otherwise resolved, persons entitled are invited to speak following the order of reservation of their requests. Each Shareholder may intervene only once on each item in the Agenda.
4. If not otherwise resolved, the Chairman, also through Directors, Auditors and Employees, answers to Shareholders at the end of all interventions on each item in the Agenda. In order to answer to the questions, the Chairman may interrupt the Meeting for no longer than two hours. At the end of the answers, the Chairman declares the end of discussion. Shareholders may not reply to the answers received. After the end of the discussion, only brief declarations of vote are allowed.
1. The Chairman resolves whether the voting procedures on each item in the Agenda will take place after the discussion on one item only or after the discussion on more than one item.
2. Before the beginning of the voting procedures, upon resolution of the Chairman, Shareholders who have not taken part to the discussion pursuant to Article 7, paragraph 3, of the Regulation are re-admitted to the Meeting.
3. The vote is open.
4. The Chairman regulates the voting procedures and may set a term for the exercise of the voting right. At the end of the voting procedures, the polls take place. Once the poll is over, the Chairman, also through the secretary or the Notary, declares the results to the Meeting.
5. Votes expressed differently from the way set by the Chairman are considered void.
6. Shareholders who vote against or who abstain on a proposal on an item in the Agenda shall give their name to the staff in charge. Once the voting rights have been exercised on each item in the Agenda, the Chairman declares the end of the Meeting.
Article 9 - General Provisions
1. For matters not expressly regulated by this Regulation, the norms of the Civil Code and specific laws concerning these matters and the by-laws will apply.
May 28, 2004
Amendments to Article 2.1
Amendments to adequate the Regulation to the Vietti Reform
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CONV. NOTICE -
ATTEND AND VOTE
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VOTE
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RIGHT TO CALL AGM
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INT. OF THE AGENDA OF THE DAY
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ADRs
CONVOCATION NOTICE
Convocation of the Shareholders' Meeting is implemented by means of notice published on the Company's web site and by other methods as envisaged by Consob regulation 30 days prior to the date of the Shareholders' Meeting called to approve the financial statements.
If the Shareholders' Meeting is called to appoint the members of Board of Directors and Statutory Auditors, the notice is published 40 days prior to the date of the Shareholders' Meeting.
If the Shareholders' Meeting is called to authorize the Board of Directors to undertake any action or operation in order to frustrate the public offer to buy the notice is published 15 days prior to the date of the Shareholders' Meeting.
ATTEND AND VOTE
In order to attend and vote at the Shareholders' Meeting it's necessary to request the enabled intermediary (Banks or Sim), to communicate a statement to the Company.
This statement shall be issued by the intermediary on the basis of balances recorded at the end of the seventh trading day prior to the date of the shareholders' meeting on first or single call and the statement must reach the company by the end of the third trading day prior to the date of the Shareholders' Meeting on single or first call.
Those who result shareholders after that date will not be entitled to participate and vote at the Shareholders' Meeting.
However, it's possible to attend and vote if the statements are received by the Company before the opening of the Shareholders' Meeting on single call.
Shareholders may personally attend or may be represented by means of a written proxy or by electronic means and, if envisaged in the meeting notice, all subjects with a right to vote may attend the Shareholders' Meeting via telecommunication systems.
The electronic notification of the proxy may be carried out using a special section of the Company's web site in accordance with the methods indicated in the meeting notice.
VOTE
The right to vote may be exercised in person, by means of a proxy or by mail, in accordance with currently effective provisions in force. If envisaged in the meeting notice, all subjects with a right to vote may exercise their right to vote by electronic means.
Moreover, the Company may designate a subject for each Shareholders' Meeting to whom the shareholders may confer a proxy with voting instructions on all or some of the proposals of the agenda, by the end of the second day of open market preceding the date set forth the Shareholders' Meeting in first or single call ("Appointed Representative").
The proxy is not valid for proposals on which no voting instructions have been provided.
The Vote by Mail and the relative envelope will be sent to shareholders which request them from the Company. The envelope containing the voting form, filled out and undersigned, must be received by the Secretary's Office of the Company within twenty four hours before the Shareholders' Meeting. Votes by Mail which are received after this deadline will not be taken into account. Votes sent by mail may be revoked by means of an explicit declaration sent to the Company at least one day before the Shareholders' Meeting or by means of an express declaration expressed by the shareholder during the Shareholders'Meeting.
Furthermore, facilitations for the casting of vote by proxy by employee shareholders of the Company are provided.
SHAREHOLDERS' RIGHT TO CALL A GENERAL MEETING
The Board of Directors shall promptly call the Shareholders' Meeting, when it is requested by shareholders representing at least 5% of Eni share capital.
This faculty may not be exercised on the matters upon which, pursuant to applicable legislation, the Shareholders' Meeting resolves on the basis of a proposals of the Board of Directors or on the basis of a project or report of the Board.
The shareholders calling the meeting shall prepare a report on proposals relating to items to be discussed.
The Board of Directors shall make the report available to the public, accompanied by its own evaluations if any, at the Company's registered office, on the Company web site, and by other means envisaged by Consob regulation, at the same time as publication of the notice of call to the Shareholders' Meeting.
INTEGRATION OF THE AGENDA OF THE DAY
The right to request integration of the agenda of the day
Shareholders which jointly represent at least 2.5% of the share capital may request - within ten days from the date of publication of the convocation notice of the Shareholders' Meeting, unless a different term is provided by the law, - an integration of the items in agenda to discuss by specifying the proposed topics in the request.
Such applications must be made in writing.
This faculty may not be exercised on the matters upon which, pursuant to the applicable legislation, the Shareholders' Meeting resolves on the basis of a proposal of the Board of Directors or on the basis of a project or report of the Board, different from the report of the Board on the items in agenda.
The integrations accepted by the Board shall be published by the same means provided for the publication of the notice of call at least fifteen days before the shareholders' meeting date, unless a different term is provided by the law.
By the final deadline for the submission of requests for additions shareholders requesting additions to the agenda shall prepare a report on the matters they propose to discuss. The Board of Directors shall make the report available to the public, accompanied by its own evaluations if any, at the same time as publication of the additions to the agenda.
ADRS
Parties with American Depositary Receipts
Beneficial Owners of ADRs, which are listed on the NYSE and each representing two ordinary shares of Eni SPA , which recorded, at the date specified in convocation notice, in the Eni ADRs Register held by JPMorgan Chase Bank, custodian bank of Eni ADRswill retain the right to attend the Shareholders' Meeting and issue a voting proxy or exercise their vote by mail, given compliance with the filing and registration requirements specified in the ADR Deposit Agreement; these parties - even if they have issued voting proxies or if they availed themselves of vote by mail - will retain the right to attend the Shareholders' Meeting following a written request sent to JPMorgan Chase Bank, N.A.
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Downloadable documents
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Eni S.p.A.'s Shareholders' Meeting Regulation
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