- FINANCE, STRATEGY AND REPORTING
Rome, 10 May 2023 – The Ordinary and Extraordinary Meeting of Eni’s Shareholders, held today, resolved the following:
(ordinary part)
- Giuseppe Zafarana, Chairman(1)*;
- Claudio Descalzi, Director(1);
- Elisa Baroncini, Director(1)*;
- Massimo Belcredi, Director(2)*;
- Roberto Ciciani, Director(1);
- Carolyn Adele Dittmeier, Director(2)*;
- Federica Seganti, Director(1)*;
- Cristina Sgubin, Director(1)*;
- Raphael Louis L. Vermeir, Director(2)*.
- Rosalba Casiraghi, Chairwoman(2)*;
- Enrico Maria Bignami, Standing Auditor(2)*;
- Marcella Caradonna, Standing Auditor(1)*;
- Giulio Palazzo, Standing Auditor(1)*;
- Andrea Parolini, Standing Auditor(1)*;
- Giulia De Martino, Alternate Auditor(1)*;
- Giovanna Villa, Alternate Auditor(2)*.
- to approve the Long-Term Incentive Plan 2023-2025, under the conditions set forth in the Informative Document made available along with the Explanatory Report of the Board of Directors to the Shareholders’ Meeting, granting the Board of Directors all the powers needed to implement the Plan;
- to authorize the Board to dispose of up to 16 million treasury shares to serve the implementation of the Plan, also authorising for this purpose the disposal of the treasury shares originally allocated to the previous 2020-2022 share-based LTI Plan for the part related to the shares not used, approximately 6.7 million shares.
- the maximum number of shares to be purchased is equal to no. 337.000.000 ordinary shares for a total outlay of up to € 3.5 billion, of which:
§ up to a maximum of no. 275,000,000 shares for the purchase of treasury shares for the purpose of remunerating Shareholders;
§ up to a maximum of no. 62,000,000 shares for establishment of the so-called stock store.
- the purchases shall be carried out within the limits of distributable profit and available reserves as reported in the most recent regularly approved financial statements. In connection with purchases of treasury shares, an equal amount of the available reserves or distributable profits will be allocated to a specific restricted reserve as long as the treasury shares are held;
- the purchases shall be made at a price to be determined on a case-by-case basis, having regard to the procedures selected to execute the transaction and in compliance with any regulatory requirements and (if applicable) current accepted market practices, which shall not be more than 10% greater or lower than the official price registered by the Eni S.p.A. stock in the trading session of the Euronext Milan, organised and operated by Borsa Italiana S.p.A., on the day before each individual transaction;
- purchases of treasury shares shall be executed in such a manner as to ensure equal treatment of shareholders and in compliance with any regulatory requirements and (if applicable) current accepted market practices and specifically:
§ on regulated markets in accordance with the operating procedures established in the rules on the organisation and operation of the markets themselves, which do not permit the direct matching of bids with predetermined offers;
§ with the procedures established by market practices accepted by Consob pursuant to Art. 13 of Regulation (EU) no. 596/2014 (if applicable); and
§ under the conditions specified in Art. 5 of Regulation (EU) no. 596/2014, as specified in this proposed resolution.
- with the methods considered most appropriate and in line with the Company’s interests and in compliance with current regulations and, if applicable, current accepted market practices;
- according to the terms and conditions established each time by the Board of Directors, in accordance with the purposes pursuant to this authorisation, complying with any limits provided for in the current regulations and in any applicable accepted market practices.
- to approve the distribution by way of and in place of the payment of the dividend for the year 2023 of €0.94 per share in tranches in September 2023 (for an amount equal to €0.24 per share), November 2023 (for an amount equal to €0.23 per share), March 2024 (for an amount equal to €0.24) and May 2024 (for an amount equal to €0.23)[1];
- to approve the use of available reserves i) for the payment of the €0.24 tranche in September 2023 – also using for this purpose the residual amount (€188,978,048.40) of the reserve pursuant to Law 342/2000, the use of which was resolved by the Shareholders’ Meeting of May 11, 2022 – and ii) if necessary for following tranches;
- to delegate the Board of Directors to implement the above resolutions, verifying from time to time the existence of the legal conditions for the purposes of distributing the reserve.
(extraordinary part)
- to approve the reduction - with the methods and terms set out in Art. 2445 of the Italian Civil Code, as referred to in Art. 13 of Law 342/2000 - of the “Revaluation reserve pursuant to law 342/2000" in the amount of €2,300,000,000.00;
- to approve, for the aforementioned purpose, the use of €2,300,000,000.00 or, subordinately – if compliance with the legal provisions required for the completion of the procedure pursuant to Art. 2445 of the Italian Civil Code does not allow completion of the procedure in good time for payment of subsequent tranches or the interests of shareholders, it is considered necessary or appropriate to proceed in another way for these purposes – the use of other available reserves of Eni S.p.A.;
- to delegate the Board of Directors to implement the above resolutions, verifying from time to time the existence of the legal conditions for the purposes of distributing the reserve.
In addition, Eni’s Shareholders Meeting also approved the first section and resolved in favour of the second section of the Report on remuneration policy 2023-2026 and remuneration paid in 2022 provided by Art. 123-ter of Legislative Decree No. 58/1998 (Consolidated Law on Financial Intermediation).
Finally, the Shareholders' Meeting rejected the proposed liability action presented by some shareholders.
The curricula of the Directors and Statutory Auditors appointed are available on www.eni.com.
According to art. IA.2.6.7, p. 3, last alinea, of the Instructions to the Rules of the Markets organized and managed by Borsa Italiana SpA we inform you that as of today's Claudio Descalzi holds 266,077 Eni shares.
Note
(1) Drawn from the slate of candidates submitted by the shareholder Ministry of Economy and Finance, owning, directly, the 4.41% of the Eni S.p.A. share capital, voted by the majority of the shareholders who have participated in the Shareholders’ Meeting, equal to 76.96%.
(2) Drawn from the slate of candidates submitted by a group of shareholders composed of asset management companies and other Institutional Investors, owning, jointly, approximately the 0.76% of the Eni S.p.A. share capital, voted by the minority of the shareholders who have participated in the Shareholders’ Meeting.
(*) Candidate who declared to hold the independence requirements provided by the law (Articles 147-ter, paragraph 4 and 148, paragraph 3 of the Consolidated Law on Finance) recalled by the By-law, at the time of the candidacy or in any case of the appointment, as well as by the Corporate Governance Code for listed companies.
[1] The first tranche will be paid on September 20, 2023 (ex-dividend date: September 18, 2023; record date: September 19, 2023) and the second tranche will be paid on November 22, 2023 (ex-dividend date: November 20, 2023; record date: November 21, 2023).
Eni’s Ordinary and Extraordinary Shareholders’ Meeting was held on 10 May 2023 at 10 AM, in Rome, Piazzale Mattei 1.