- a summary of the outcomes of the AGM and the main points discussed
- supporting documentation for the AGM downloadable in pdf
Eni S.p.A. Ordinary Shareholders' Meeting held on May 27 2005 resolved to:
· approve Eni S.p.A. Financial Statements at December 31, 2004 which discloses the net income of euro 4,684,165,491.89;
· allocate the net income as follows:
- to the Legal Reserve the amount necessary so that it totals one fifth of Eni share capital outstanding at the Shareholders' Meeting date;
- to pay a dividend of 0.90 euro for each share outstanding on the ex-dividend date, Eni treasury shares excluded on that date;
- allocate the amount left after the previous allotments to the Distributable Reserve;
· pay dividends as from June 23, 2005, being the ex-dividend date June 20, 2005;
· authorise the Board of Directors to extend the duration of the Eni treasury shares program and to purchase up to 400,000,000 Eni ordinary shares, equal about to 10% of company capital, within eighteen months as of the Shareholders' Meeting date. The purchase price will not be lower than Eni shares nominal value and not higher than the reference price recorded on the electronic stock market, organised and managed by the Borsa Italiana S.p.A. (the Italian Stock Exchange) on the day preceding each purchase increased of 5% of its amount. The total amount will not exceed however 5.4 billion euro;
· authorise the Board of Directors to dispose:
- up to 7,043,400 Eni treasury shares as follows:
- up to 1,600,000 Eni treasury shares to implement the stock grant Plan 2003-2005;
- up to 5,443,400 Eni treasury shares, to implement the stock option Plan 2005. Said shares will be sold to the managers who occupy those positions qualified as those that mainly contribute to Eni Group results or have a strategic interest for the Group, employed by the Company and its subsidiaries controlled directly or indirectly by Eni S.p.A. pursuant to Article 2359 of the Civil Code, listed subsidiaries excepted ("Assignees"). The sale price of the shares offered is the higher than the arithmetic average of the official prices of Eni shares recorded on the electronic stock market, organised and managed by the Italian Stock Exchange (Borsa Italiana S.p.A.) in the month preceding the assignation date and the average cost of the Eni treasury shares calculated on the day before the assignation date. The Assignees will be individuated by the Board of Directors on the basis of the evaluation criteria used by Eni;
- to define the assignation plan and the related regulation;
· set at nine the number of the Directors, in addition to the Director who, according to the By-Laws, may be appointed by the Minister of Economy and Finance, in agreement with the Minister of Productive Activities, appoint the Directors, set the term of Directors appointed to three financial years expiring on the date of approval of Eni S.p.A. 2007 Financial Statements, and their remuneration. The Directors are:
- Roberto Poli, Chairman*;
- Alberto Clô, Director*;
- Renzo Costi, Director*;
- Dario Fruscio, Director*;
- Marco Pinto, Director;
- Marco Reboa, Director*;
- Mario Resca, Director*;
- Paolo Scaroni, Director*;
- Pierluigi Scibetta, Director*;
* Candidate who declared to possess the qualification of independence pursuant to Article 3 of the Corporate Governance Code issued by the Borsa Italiana S.p.A..
· set the annual remuneration of the Chairman and of each Directors, respectively, as follows:
- 265,000.00 euro and 115,000.00 euro, in addition to the reimbursement of the expenses incurred because of the office;
- an additional figure up to 80,000.00 euro and up to 20,000.00 euro; the amount to be paid will be determined in consideration of the ranking of Eni in respect of the other first seven international oil companies for market capitalisation to be selected in respect of the Shareholder return in the year the variable part of the remuneration refers to;
· appoint the Statutory Auditors for three financial years, expiring on the date of approval of Eni S.p.A. 2007 Financial Statements and set their remuneration. The Statutory Auditors are:
- Paolo Andrea Colombo, Chairman;
- Filippo Duodo, Effective Auditor;
- Edoardo Grisolia, Effective Auditor;
- Riccardo Perotta, Effective Auditor;
- Giorgio Silva, Effective Auditor;
- Francesco Bilotti, Alternate Auditor;
- Massimo Gentile, Alternate Auditor;
· set the Chairman's of the Board of the Statutory Auditors annual remuneration to euro 115,000.00 and each effective Auditor's annual remuneration to euro 80,000.00, in addition to the reimbursement of the expenses incurred because of the office.
He was born in Pistoia in 1938. He was appointed Chairman of Eni S.p.A. in May 2002. He is currently President of Poli e Associati S.p.A., a consulting firm for corporate finance, mergers, acquisitions and reorganisations. From 1966 to 1998 he was Professor of Business Finance at the Università Cattolica, Milan. He is partner of one of the most important firms for corporate finance and legal affairs. He is Director in important companies such as Fininvest S.p.A., Mondadori S.p.A., Merloni Termosanitari S.p.A., G.D. S.p.A. and Brafin S.A.P.A. He was advisor for extraordinary finance operations of some of the most important Italian companies. He was appointed President of RizzoliCorriere della Sera S.p.A and Publitalia S.p.A.
He was born in Vicenza in 1946. He is graduate in economics and commerce (1969) of the Bocconi University, Milan. After earning a master's degree in business administration from Columbia University, New York and working as a consultant at McKinsey, in 1973 he joined the Saint Gobain Group. There he held a number of executive positions in Italy and abroad before being appointed in 1984 head of the "flat glass" Division at the main office in Paris and thus taking charge of all of the Saint Gobain Group's activities in this industry worldwide. From 1985 to 1996 he worked at Techint, serving as vicechairman and chief executive officer and managing the privatization of SIV, Italimpianti and Dalmine for the company. In 1996 he joined Pilkington, holding until May 2002 the position of chief executive officer of the parent company, located in Great Britain. From May 2002 to May 2005 he has been Enel's chief executive officer and general manager. He serves in Italy as director of "Il Sole 24 Ore" and Marzotto, member of the executive committee of Confindustria and Chairman of Unindustria Venezia and abroad as chairman of the board of directors of Alliance UniChem as well as member of the supervisory board of ABN AMRO Bank and the board of the Business School at Columbia University, New York.
He was born in 1947 in Bologna, where he graduated in Political Science. In 1987 he became Associate Professor of Industrial Economy at Bologna University. In 1980 he founded the magazine "Energia", of which he is Editor. He is the author of many books and more than 100 essays and articles on industrial and energy economics and cooperates with several newspapers and economics magazines. In 1995 and 1996 he was Minister of Industry and Minister of Foreign Trade ad interim. He was also President of the European Union Board of Industry and Energy Ministers under the Italian Chairmanship halfyear period. In 1996 he was awarded the title of Knight of Great Cross to the merit of the Italian Republic. In 1997 he was appointed Director of GTP Holding S.p.A., in 2001 President of the Scientific Committee of Eni Corporate University and in 2003 Director of ASM Brescia S.p.A. and Società Autostrade S.p.A.. In 2004 he was appointed Director of Italcementi S.p.A. and De Longhi S.p.A. He published: "Eni 19532003" (2004) and "Energia e Tecnologia" (2005). Since May 1999 he is Director of Eni S.p.A..
He was born in 1937 in Reggio Emilia. He is an attorney. He served as a magistrate from 1964 to 1968 and is currently Professor of Companies Law at the University of Bologna. He was founder, and currently is coeditor, of the magazines "Giurisprudenza commerciale", "Banca Impresa e Società" and "Banca, Borsa e Titoli di Credito". He is the author of several books on legal issues. He is Board member of Editrice Il Mulino S.p.A. Since May 1999 he is Director of Eni S.p.A..
He was born in Longobardi (CS) in 1937. He is a chartered accountant, public auditor and consultant; he is Professor of Economy and Management at the University of Pavia and taught at the Accademia Nazionale della Guardia di Finanza of Bergamo. Since May 2002 he is Director of Eni S.p.A..
He was born in Rome in 1962. He is graduated in law at the University "La Sapienza", Rome. He is Magistrate and Notary Public. He held many positions as judge in the Regional Administrative Courts and the Council of State. From December 2004 he is Professor of the Higher School of Economy and Finance and Head of the Economic Sciences Department. From 1994 he holds the position of Legal Counsel and head of the Legislative Department of the Ministry of Economy and Finance. From December 2004 to April 2005 he was Head of the staff of the VicePresident of the Ministers Council. Since May 2005 he is Director of Eni S.p.A..
He was born in Ferrara in 1945. He is President of McDonald's Italia S.p.A. and Italia Zuccheri S.p.A. (formerly Eridania S.p.A.), National Board member of U.P.A. (Union of Associated Advertising Operators), Chairman of the American Chamber of Commerce in Italy and Confimprese, Director of Mondadori S.p.A. and member of the Board of liquidators of Cirio Del Monte group in extraordinary administration. He is Chairman of the RMCH Children's Foundation. In 2002 he has been appointed Knight of Labour. As graduate he worked for Chase Manhattan Bank. In 1974 he was appointed Director of Biondi Finanziaria (Fiat Group) and from 1976 to 1991 he was partner of Egon Zehnder. In this period he was appointed Director of Lancôme Italia, and of companies belonging to RizzoliCorriere della Sera Group and Versace Group. He served also as President of Sambonet S.p.A., Kenwood Italia S.p.A. and was founding partner of Eric Salmon & Partners. Since May 2002 he is Director of Eni S.p.A..
He was born in Milan in 1955 and was awarded a bachelor's degree in Business Administration in Bocconi University, Milan. He is a chartered accountant, public auditor and Professor at the Libero Istituto Universitario Carlo Cattaneo di Castellanza. He is the author of several publications on corporate governance, economic and legal issues. He is currently Board member of Seat PG S.p.A., Interpump S.p.A., IMMSI S.p.A., Intesa Private Banking and Nextra SGR S.p.A.. He is Statutory Auditor in Autogrill S.p.A. and Galbani S.p.A..
He was born in Florence in 1959. He is a chartered accountant and auditor. He was appointed director and auditor in numerous public entities and companies. In 2003 he was appointed Director of Istituto Superiore per la previdenza e la sicurezza del lavoro I.S.P.E.S.L. (the State Agency for the employees safety), Gestore del Mercato Elettrico S.p.A. and Ente per le nuove tecnologie, l'energia e l'ambiente ENEA (the State Agency for technologies, energy and environment). In 2004 he was appointed Director of Nucleco S.p.A.. He is Professor of energetic engeneering in the University of Perugia. He is author of numerous texts and essays of political economics and administrative law.
Paolo Andrea Colombo
He was born in Milan in 1960. Graduated in Economics at the University Bocconi of Milan, he is a chartered accountant and auditor. He carries out activities as chartered accountant and collaborates with the legal firm Provasoli. He acts as legal and tax advisor for important Italian companies; he has also been appointed Director and Auditor in companies belonging to Mediaset Group, Banca IntesaBci Group, Credit Suisse Group and PirelliTelecom Group. He is author of many publications regarding legal and commercial issues. Since May 2002 he is effective Statutory Auditor of Eni S.p.A..
He was born in Venice in 1939. Graduated in Economics, he is a chartered accountant and auditor. He carries out activities as chartered accountant and serves as Liquidator and Judicial Commissary. He was Auditor and Chairman of the Statutory Auditors of Banca Popolare di Venezia, Compagnia Finanziaria di Investimento S.p.A., companies of Benetton Group, Biosearch S.p.A. and Snamprogetti S.p.A... He is Chairman of the Statutory Auditors of Banca Meridiana S.p.A., of Sviluppi Immobiliari S.p.A. and Consorzio CEPAV DUE. He served also as Chairman of the Permanent Conference of Chartered Accountants of the Tre Venezie and Chairman of the Association of Chartered Accountants of the Tre Venezie. Since 1999 he is effective Statutory Auditor of Eni S.p.A..
He was born in Rome in 1947. Graduated in Economy at the University "La Sapienza", Rome. He is an auditor. From 1967 to 1974 he held positions in the Economy and Finance Minister. From 2002 he is Head of the Financial Audit Department of the Public Administrations. He is Director of Cassa Depositi e Prestiti S.p.A., auditor of SIMEST S.p.A. and Cassa Nazionale di Previdenza e Assistenza Forense (the Pension and assistance Fund for the Italian Lawyers), member of the administrative committee of ISAE, and Auditor of Acquedotto Pugliese S.p.A., the Foundation Teatro La Scala and ISVAP.
He was born in Milan in 1949. He is a chartered accountant and auditor; he is Associate Professor of Corporate Methodologies and Quantitative Determinations at the University Bocconi, Milan. He carries out activities as a corporate finance and tax advisor for Italian and foreign companies; he is Statutory Auditor in many companies, also listed, such as: Banca d'Intermediazione Mobiliare IMI S.p.A. (Chairman), ECS International Italia S.p.A., Gewiss S.p.A. (Chairman), Mediaset S.p.A. and Snam Rete Gas S.p.A. (Chairman). Since May 2002 he is effective Statutory Auditor of Eni S.p.A..
He was born in Samarate (Varese) in 1945. He is a chartered accountant and auditor. He was manager at KPMG Peat Marwick S.p.A. of Milan from 1975 to 1976. He was a founding associate of the Tax and Legal firm L. Biscozzi A. Fantozzi (currently, Tax and Legal firm Biscozzi Nobili). He is Chairman of Statutory Auditors of: Bolton Manitoba S.p.A., Collistar S.p.A., Hewlett Packard Italiana S.r.l., Industrie Ilpea S.p.A. and TSP S.p.A. ; he is also Statutory Auditor in many companies such as: Acquedotto Nicolay S.p.A., Actalis S.p.A., Fisia Italimpianti S.p.A., Heinz Italia S.r.l., Ilva S.p.A. e SSB S.p.A.. He is member of board of directors of Amplifin S.p.A. and Miotir S.p.A.. Since May 2002 he is alternate Statutory Auditor.
Francesco Bilotti (Alternate Statutory Auditor)
He was born in Marano Principato (CS) in 1941. Graduated in Law at the University "La Sapienza", Rome. Auditor, Lawyer and Professor of legal and economic matters in high schools. He holds positions of responsibility in the Minister of Economics and Finance. He held the offices of: Chairman of the Board Auditor of the Mediocredito Piemontese and Fondo Interbancario di Garanzia, effective Auditor of Credito Cinematografico e Teatrale B.N.L. (Department of entertainment financing of B.N.L.) and CONSIP S.p.A. He is currently effective auditor of the Consap S.p.A. and SICOT s.r.l. and ViceChairman for the agevolated financing of the Mediocredito Centrale S.p.A.
Massimo Gentile (Alternate Statutory Auditor)
He was born in Rome in 1963 where he graduated in Economics at the University La Sapienza. He is a chartered accountant and auditor. He founded the Tax and Legal firm Massimo Gentile with offices in Milan and Pomezia (Rome). He is also Statutory Auditor or Director in many companies, also listed.