Guidelines on Related Parties Transactions and on Transactions Involving Directors / Statutory Auditors Interests

While awaiting the issue of the implementational provisions of Article 2391-bis of the Italian Civil Code, the Board of Directors – by means of the resolution dated 12 February 2009 and following advice from the Internal Control Committee – adopted the Guidelines relative to operations involving interests of Directors/Auditors and those with related parties in order to ensure compliance with the principles of transparency as well as the formal and substantive correctness which is required – in relation to the abovementioned operations – by the cited provision and by the Code of the Italian Stock Exchange.
Eni - which shares the general principles put forth in advance by Consob on this topic – introduced them within the procedure while also taking into account the best practices used in the market. In particular, and with respect to the adopted Guidelines, the Board:

• Identified – on the basis of pre-determined criteria- the most relevant operations with related parties which therefore fall under its decision-making powers;
• reserved a decisive role for independent Directors by providing that the Internal Control Committee be involved in the initial and deliberative phases of the abovementioned relevant operations. The Committee also serves an important function for those operations not falling under the competencies of the Board;
• has provided for a more in-depth initial investigational phase for all operations with related parties – regardless under whose deliberative competencies they fall - in order to ensure transparency as well as substantive and procedural correctness for the operations. This transparency must also be ensured in the subsequent deliberative phase.

The approved Guide Lines, as a result, define the policies of the Group in this area.
The amounts of relations of commercial, financial and other nature with related parties – as well as a description of the type of most relevant operations, the incidence of these relations - and of operations affecting the balance sheet, income statement and cash flow statements are highlighted in the explanatory notes of the consolidated financial statements and in the financial statements of the year of Eni SpA.
The Guide Lines, as required by the Governance Code of Eni, also regulate operations involving interests of Directors/Auditors, thereby providing, in particular, that:

• Directors and Auditors periodically issue a statement reporting the potential interests held by each party in relation to the Company and the Group while notifying the other Directors and the Board of Statutory Auditors, in each case and in advance, of individual operations (with Company) in which they hold interests that are "external" to the Group;
• the affected Directors typically do not take part in the discussion and in Board deliberations relating to the relevant issues, potentially even leaving the meeting room;

In any case, all transactions in which  Directors or  Statutory Auditors or persons related to them have an interest are considered material to the Company and are subject to the strengthened review process with the Board of Directors competence, with the prior opinion of the Internal Control Committee.