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Shareholders' Rights discipline
On 5th of March 2010 Lgs. Decree No. 27 of 27 January 2010 was published in the Official Gazette. This Decree transposes into Italian law Directive 2007/36/CE, in relation to certain rights granted to Shareholders of listed companies.
Eni was one of the first Italian listed companies to submit the changes on By-laws, for which the new law assigns a margin of choice to the company, to the Extraordinary Shareholders' Meeting, that approved them on April 29, 2010.
The remaining changes to the By-laws, which involve mere updating to comply with the new rules, were left to the Board of Directors. The Board of Directors approved the remaining amendments to the By-laws on June 3, 2010.
All changes to the By-laws required by the decree – as those approved by the Extraordinary Shareholders' Meeting, as those approved by the Board of Directors became effective, by law, following the meetings for which the calling notice was published after 31st of October 2010.
Therefore, the overview reported here below briefly describes the changes to the Eni's By-laws which will apply to Shareholders' Meetings held after October 31, 2010.
More specifically, the amendments to Eni's By-laws approved by the Extraordinary Shareholders' Meeting on April 29, 2010 concerned:
Shareholders' meeting for the approval of annual financial statement – art.12.2
The combined provisions of Article 154-ter of Lgs. Decree No. 58 /1998 as modified by the aforementioned Decree No. /2010, and Article 2364, second paragraph of the Civil Code, permit companies required to draw up consolidated financial statements to call, as in the past, the Shareholders' Meeting for their approval within the extended term of 180 days after the end of the financial year, while the draft financial statements approved by the Board of Directors, together with the annual financial report, must still be published within 120 days of the end of the financial year.
Eni introduced this option, which will allow for greater flexibility, as well as safeguarding the interests of Shareholders and the market regarding timely communication of the annual results; it is therefore proposed that Article 12 of the Bylaws be modified.
Electronic conferral and notification of meeting proxies – art.14.1
The new article 135-novies of Lgs. Decree No. 58 /1998 introduces specific rules regarding representation in the Shareholders' Meetings of companies that have recourse to the market for risk capital. These rules are added to the previously established regulations. More specifically, the above mentioned Article, in paragraph 6, establishes that the proxy may be conferred by electronic means according to the prescriptions laid down in regulations to be issued by the Ministry of Justice, following consultation with Consob. Furthermore, the companies must indicate in their own By-laws at least one means of electronic proxy notification that the Shareholders have the right to use. Article 14 of the By-laws was consequently modified, with reference to the electronic proxy conferral procedure provided for in the regulations to be issued by the Ministry of Justice. In this instance, the Shareholder may also take advantage of the possibility of notifying proxy by electronic means via a specific section of the Company's website according to the means laid down in the meeting notice.
Shareholders' Meeting attendance via Telecommunication systems and electronic voting – art.14.3
The combined provisions of Articles 2370, paragraph 4 of the Civil Code and 127 of Lgs. Decree 58/1998, as modified by Lgs. Decree No. 27/2010, grant companies the option of allowing legitimate subjects to take part in Meetings via Telecommunication systems and to cast their vote electronically as well as by mail. While awaiting the publication of the Consob regulations prescribed by Article 127 of Lgs. Decree No. 581998 and once defined the technical modalities, it was introduced the new rule in Article 14 of the By-laws. The indication of the possibility of using Telecommunication systems to take part in Meetings and electronic voting will be included in the meeting call. This possibility will in no way jeopardize the possibility of voting by mail.
Shareholders' representative designated by the company- art.14.5
Article 135-undecies of Lgs. Decree 58 of 24 February 1998, introduced by Lgs. Decree 27 of 27 January 2010, requires that listed companies designate a subject for each Shareholders' Meeting to whom Shareholders may confer proxies along with voting instructions on all or some of the proposals on the agenda, according to the conditions and procedures established by the mentioned Decree No. 27/2010 itself. The rule applies unless the By-laws provide otherwise. Article 14 of the By-laws was consequently modified so that Eni may make use of the opportunity of designating a Shareholders' representative.
Single call for the Shareholders' Meetings – art.16.2
Lgs. Decree No. 27/2010 changes Article 2369 of the Civil Code, establishing that the By-laws of companies that have recourse to the market for risk capital may rule out the possibility of calls for Shareholders' Meetings subsequent to the first laying down that, for the Ordinary Meeting in single call the same majorities apply as in the second call and, for the Extraordinary Meeting, the majorities applicable be those envisaged for all calls following the second.
Article16 of the By-laws was consequently modified so that both the Ordinary Shareholders' Meeting and the Extraordinary Shareholders' Meeting be called normally with multiple calls, but that the Board of Directors may resolve, if necessary, that both the Ordinary and Extraordinary Meeting take place following a single call. This change consequently entails that in each reference in the By-laws to the first call of the Shareholders' Meeting, the case of the single call must be added. In making the updates to the Articles to ensure compliance with the law following the Shareholders' Meeting, the Board of Directors will also make adjustments to the references.
The Board of Directors completed the amendments to Eni's By-laws on June 3, 2010.
Calling of Shareholders' Meetings at the request of shareholders - art. 12.3
The percentage of stock ownership for the calling of Shareholders' Meetings at the request of shareholders was reduced from 1 / 10 to 1 / 20 of the share capital and the new threshold is clarified in the By-laws, together with the limitations and formalities required, in order to ensure a complete information to shareholders.
Publication of notice of call to Shareholders' Meetings – art. 13.1
As the Legislative Decree No. 27/2010 granted a central role to the website of listed companies, the reference to publication in three newspapers of the notice of call to Shareholders' Meetings has been deleted, providing for publication on Eni's website and "by other methods as envisaged by Consob regulation".
Additions to the agenda of Shareholders' Meetings – art. 13.1
In accordance with the amended art. 126-bis of Legislative Decree No. 58/1998, Eni has consistently provided that shareholders may request additions to the agenda of Shareholders' Meetings within 10 days after publication of the notice of call of the Meeting, rather than within five days, submitting a written request accompanied by a report to the Board of Directors, before the deadline to present the request.
Right to attend Shareholders' Meetings and the exercise of voting rights – art. 13.2
Article 83-sexies of Legislative Decree No. 58/1998, as introduced by Legislative Decree No. 27/2010, No 27, provides the mechanism of the record date, whereby the right to attend Shareholders' Meetings and exercise of voting rights is given to those who are holders of the shares on the seventh trading day before the day of, which have notified their intention to intervene through the qualified intermediary.
Facilitations to voting by employee Shareholders – art.14.1
The amendment to article 14 of Eni's By-laws was approved in order to ensure compliance with the formal amendment of art. 137 of Legislative Decree No.58/1998, which allows By-laws to include provisions designed to facilitate the exercise of voting rights by proxy to employees Shareholders.
Election of the corporate bodies – art. 17.3
As general rules are applicable to privatized listed companies, the lists of candidates to the corporate bodies shall be filed within the twenty-fifth day before the Shareholders Meeting and be made available to the public at least 21 days before the Shareholders' Meeting. Who results shareholder at the date of the deposit may submit a list: however, he may subsequently sell all or part of its share capital without this causing the transience of the list presented. The certification will also be produced after the deposit within the period provided for the publication of lists by Eni.
Only those shareholders who, alone or with others, are at least 1% of the share capital or other measure established by Consob regulations will be entitled to present lists.
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Last updated on 12/10/11
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