The Shareholders Meeting is chaired by the Chairman of the Board of Directors and he is assisted by a Secretary.
On December 4, 1998, Eni Shareholders' Meeting approved the Meeting Regulation in order to permit an orderly and effective conduct of the Shareholders Meeting and to guarantee the right of each shareholder to express his or her opinion on the matters under discussion.
Besides the Regulation, general information on the Meeting is provided hereafter.
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Article 1 - Application |
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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. |
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Article 2 - Participation to the Meetings |
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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"). |
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Article 3 - Control of the Conditions Allowing Participation to the Meetings |
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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. |
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Article 4 - Admittance to the Meeting |
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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. |
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Article 5 - Constitution and Opening of the Meeting |
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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. |
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Article 6 - Interruption and Adjournment of the Meeting |
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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. |
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Article 7 - Discussion |
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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. |
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Article 8 - Voting Procedures |
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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. |
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Article 9 - General Provisions |
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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. |
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Amendments to the Regulation |
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May 28, 2004 |
Notice
How to attend
Right to vote
Additions to AGM agenda
ADRs
How to get thereCalls for meetings are published at least 30 days prior to the date of the meeting on first call in the Official Gazette of the Italian Republic and in the following newspapers: "Il Sole 24 Ore", "Corriere della Sera" and "Financial Times".
Shareholders may attend the meeting personally or be represented by a person appointed by written proxy in compliance with the law.
Admission to the shareholders' meeting is subject to the delivery of the communication issued by financial intermediaries at least two business days prior to the date of the meeting on first call.
Vote may be also exercised by proxy or by mail pursuant to current legislation.
Shareholders willing to exercise their vote by mail are entitled to request the Vote by Mail Card and a return envelope to the Company.
In order to consider the votes by mail valid, envelopes containing the Vote by Mail Card, duly filled in and signed, shall be received by Shareholders Corporate Secretary within forty-eight hours before the Shareholders' Meeting. Votes by mail contained in the Vote by Mail Cards received after said term will not be taken into consideration. The vote by mail may be withdrawn through a declaration to be delivered to the Company at least one day before the Shareholders' Meeting.
Article 14 of Eni's By-laws provides facilities for the collection of proxies from employee shareholders.
Right to request additions to the agenda of the General Meeting
Shareholders who, separately or jointly, represent at least 2.5% of the share capital may request, within five days from the publication of the notice of the meeting, additions to the agenda, specifying in the request the additional items they propose.
Additions to the agenda may not be made for matters on which the Shareholders' Meeting is required by law to resolve on proposals put forward by the Board of Directors or on the basis of a plan or report it has prepared.
Additions accepted by the Board shall be published at least ten days before the Shareholders' Meeting in the forms prescribed for the publication of the notice of the meeting.
American Depositary Receipts holders
Beneficial Owners of ADRs, listed on the New York Stock Exchange, each ADR representing two Eni ordinary shares, who are recorded in Eni ADRs register of JPMorgan Chase Bank, N.A., ADRs Depositary, by the date indicated in the notice of meeting, will be entitled to participate in the Meeting, delegate the exercise of their voting right or to exercise votes by mail, after having complied with the deposit and registration requirements contained in Eni ADR Deposit Agreement; also Beneficial Owners who have taken advantage of Proxy Vote or Vote by Mail options are entitled to assist at the Meeting upon written request to be made to JPMorgan Chase Bank, N.A.
Usually, the Shareholders Meeting is held in Rome, via del Serafico, n. 89/91.
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Last updated on 01/09/09