The notice calling the Shareholders' Meeting is published on the Company website, sent to Borsa Italiana S.p.A., to the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it - and published in extract in at least one newspaper (usually the newspapers are “Il Sole 24 Ore” and "Financial Times”).
Terms for the publication of the notice calling the Shareholders' Meeting vary according to the items submitted to discussion and deliberation of the Shareholders' Meeting.
In particular, for the approval of the financial statements and in general, in all cases for which a different term is not provided, the notice is published within 30 days prior to the date of the Shareholders' Meeting. If the Shareholders' Meeting is called to appoint the members of Board of Directors and of Board of Statutory Auditors, the notice is published 40 days prior to the date of the Shareholders' Meeting.
If the Shareholders' Meeting is called to authorize the Board of Directors to undertake any action or operation in order to frustrate the public offer to buy the notice is published 15 days prior to the date of the Shareholders' Meeting.
The Shareholders’ Meeting (ordinary and extraordinary) is normally held on single call, as provided for by Eni’s By-laws. Nevertheless, the Board of Directors may, if deemed necessary, establish that both the ordinary and the extraordinary Shareholders’ Meetings shall be held after more than one call.
In the case Shareholders’ Meeting (ordinary and extraordinary) held after more than one call, please note that different calls differ with reference to percentage of capital required to establish the meeting as well as majorities required: the resolutions in first, second or third call must be passed with the majorities required by law in each case.
In the notice calling the Shareholders' Meeting it is explicitly stated if the Shareholders' Meeting will be held on single call or following more than one call.
With regard to Eni's shareholder structure and if more than one call is provided, the ordinary Shareholders' Meeting is normally held on second calling and the Extraordinary Meetings on third calling.
The reports of the Board of Directors are available to the public at the Company's registered office, at the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it - as well as on the Company's website (www.eni.com or at Borsa Italiana website (www.borsaitaliana.it) within the deadline for the publication of the notice calling the Meeting (see Q&A "Where and when is the notice of Shareholders' Meetings published?") envisaged by virtue of each of the items on the agenda. Reports prepared pursuant to other applicable law are made available to the public in the terms set forth in the same law: a relevant case is represented by the approval of financial statements, as the related deadline for publication is reduced to 21 clear days prior to the Shareholders' Meeting.
To view the documentation on the items on the agenda of Shareholders' Meeting you shall consult Eni's website (www.eni.com), Borsa Italiana website (www.borsaitaliana.it), as well as the website pertaining to the centralized storage device authorized by Consob called "1Info" (www.1info.it) or you shall come to Eni's registered office. The documentation may be consulted at the registered office only if so permitted by applicable regulations.
However, it's possible to receive information by sending an e-mail to segreteriasocietaria.azionisti@eni.com or call the toll-free number 800940924 [from outside Italy: +800 1122 3456].
Yes. The Directors must call the Shareholders' Meeting when it is requested by shareholders representing at least 5% of the share capital.
However, calling a Shareholders' Meeting upon request of shareholders' cannot be made for the matters upon which, according to law, the Shareholders' Meeting will resolve on the basis of a project or report of the Board of Directors (es. financial statements).
The shareholders who request a meeting to be called must prepare a report on the proposals relating to the items to be discussed.
The Board of Directors shall make the report available to the public, together with its own evaluation, if any, at the Company's registered office, on the Company's website, at the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it as well as on Borsa Italiana (www.borsaitaliana.it), at the time the notice calling the Meeting is published.
Yes. Shareholders who severally or jointly represent at least 2.5% of the Company’s share capital may ask for items to be added to the agenda by submitting a request within 10 days of publication of the notice calling the Meeting, unless a different term is provided for by law, specifying the additional proposed items in their request or presenting proposed resolutions on items already on the agenda. Matters upon which, according to law, the Shareholders’ Meeting must resolve upon a proposal of the Board of Directors or on the basis of a project or report of the directors other than the report on the items in the agenda, may not be added to the agenda.
Requests, together with the statement provided by the authorized intermediary attesting ownership of the shares, are submitted in writing, by mail or electronically in the manners provided for in the notice calling the Meeting. The requesting or proposing shareholders shall send, by the final deadline for the submission of requests for additions to the agenda or of proposed resolutions, a report to the Board of Directors, explaining the reasons for the addition or the proposed resolution. The Board of Directors shall make the report available to the public, together with its own eventual evaluations, if any, at the same time as the publication of the notice of the additions to the agenda or of the presentation of proposed resolutions on the Company's registered office and website, at the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it - as well as on Borsa Italiana website. The Board of Directors shall give notice of the additions to the agenda or the proposed resolutions approved in the same manner for the publication of the notice calling the at least 15 days before the date set for the Shareholders’ Meeting, unless a different term is required by law. The proposed resolutions on items already on the agenda are made available to the public at the Company’s registered office, on Eni’s website and with the other means provided by Consob with its regulations, simultaneous with publication of the announcement of their presentation. In any case, the proposed resolutions may be presented individually at the Shareholders' Meeting by persons entitled to vote.
With reference to Shareholders’ Meeting of May 10, 2023 to be held exclusively through the Shareholders’ Representative pursuant to Article 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020 containing “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, ratified by Law no. 27 of April 24, 2020, and Decree Law no. 198 of December 29, 2022 ratified by Law no. 14 of February 24, 2023, extending the measures of the aforesaid Art. 106 to the Shareholders’ Meetings held by July 31, 2023, the terms and conditions for asking the addition of items to the agenda or for presenting proposed resolutions on items already in agenda are provided for by the notice calling the meeting.
With regard to Shareholders’ Meeting attendance and voting, the so-called “record date” mechanism applies (Art. 13.2 of the By-laws), which establishes that the right to participate in a Meeting and vote must be certified by a statement submitted by an authorised intermediary on the basis of its accounting records to the Company on behalf of the person entitled to vote.
This statement shall be submitted on the basis of the balances recorded at the end of the seventh trading day prior to the date of the Shareholders’ Meeting. Credit or debit records in the intermediary’s accounts after this date have no effect in terms of legitimizing the exercise of voting rights in the Shareholders’ Meeting.
The Company must receive the statements submitted by the intermediary by the end of the third trading day prior to the date set for the Shareholders’ Meeting, or by the date established by Consob regulations, in agreement with the Bank of Italy, without prejudice to legitimate attendance and the right to vote in the event that the certifications reach the Company after the deadline, provided that it reaches the Company by the start of the Shareholders’ Meeting at each call.
The owners of ADRs, listed on the New York Stock Exchange, with each ADR representing two Eni ordinary shares, who are recorded in the Eni ADRs register of Citibank N.A, the ADR Depositary as at the date indicated in the notice calling the Meeting, shall be entitled to exercise of their voting rights in accordance with the deposit and registration requirements contained in the “ADR Deposit Agreement”, without prejudice to the provisions of the notice calling the Meeting.
In accordance with Article 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020 containing “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, ratified by Law no. 27 of April 24, 2020, and Decree Law no. 198 of December 29, 2022 ratified by Law no. 14 of February 24, 2023, extending the measures of the aforesaid Art. 106 to the Shareholders’ Meetings held by July 31, 2023, participation in the Shareholders’ Meeting of May 10, 2023 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.
The record date mechanism was introduced in the Italian system in 2010 and it is provided in Article 13.2 of Eni's By-laws.
This mechanism identifies one of the conditions for entitlement to attend and vote in the Shareholders' Meeting, as it identifies the moment in which the subject requesting to attend the Shareholders' Meeting has to hold Eni' shares. The entitlement to attend and vote at the Shareholders' Meeting is, in fact, attributed to those who hold shares on the seventh trading day prior the date of the Shareholders' Meeting and who communicate their intention to attend and vote at the Shareholders' Meeting by means of an authorized intermediary.
Credit and debit records entered on accounts after this deadline shall not be considered for the purpose of legitimizing the exercise of voting rights at the Shareholders' Meeting.
Since 1st January 1999 listed shares no longer exist in certificated non dematerialized form as they are recorded in an electronic centralized system managed by Monte Titoli [1]; all rights attached to the shares are guaranteed by records held by the banks and brokers (intermediaries) where investors have deposited their shares.
[1] Monte Titoli SpA: Company for the custody and centralized administration of listed financial instruments.
In order to attend Shareholders Meetings and to receive dividends, those holding shares not yet in dematerialized form, shall first deliver these shares to an authorized intermediary, who will have them dematerialized in the central depository system, and shall then request the above-mentioned statement of attendance.
Shareholders may personally attend or may be represented by means of a written proxy (see Q&A "Whom and how the shareholder can confer proxy?") or proxy conferred in electronic form.
The right to vote may be exercised personally, by proxy or by mail.
If provided in the notice calling the Shareholders' Meeting, the right to vote may be exercised by electronic means.
In accordance with Article 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020 containing “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, converted into law no. 27 of April 24, 2020, as well as the Decree Law no. 198 of December 29, 2022 ratified by Law no. 14 of February 24, 2023, which extended the effectiveness of the measures contained in the abovementioned Art. 106 to the Shareholders' Meetings held by 31 July 2023, participation in the Shareholders’ Meeting of May 10, 2023 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.
Yes. Eni provides for shareholders who are employees of the Company, and members of shareholders associations boards for communications and rooms to allow proxies collection.
In accordance with Article 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020 containing “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, converted into Law no. 27 of April 24, 2020 as well as the Decree Law no. 198 of December 29, 2022 ratified by Law no. 14 of February 24, 2023, which extended the effectiveness of the measures contained in the abovementioned Art. 106 to the Shareholders' Meetings held by 31 July 2023, participation in the Shareholders’ Meeting of May 10, 2023 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.
The Shareholders' Representative designated by the Company is the subject to whom shareholders may confer the proxy free of charge, with voting instructions on all or part of the proposals in the agenda by the end of the second trading day prior to the date for Shareholders' Meeting on first or single call (the precise deadline is indicated in the notice calling the Shareholders' Meeting).
The proxy to the Shareholders' Representative, which is free of charge for the shareholders, is disciplined in Article 14.5 of Eni's By-laws and in Article 135-undecies of Consolidated Law on Financial Intermediation.
The name and the relative contacts of the Shareholders' Representative are indicated in the notice calling the Shareholders' Meeting.
Further information can be found in Eni's website.
In accordance with Article 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020 containing “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, converted into Law no. 27 of April 24, 2020 as well as the Decree Law no. 198 of December 29, 2022 ratified by Law no. 14 of February 24, 2023 which extended the effectiveness of the measures contained in the abovementioned Art. 106 to the Shareholders' Meetings held by 31 July 2023, participation in the Shareholders’ Meeting of May 10, 2023 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.
The proxy to the Shareholders’ representative designated by the Company pursuant to Article 135-undecies of Consolidated Law on Financial Intermediation is conferred by signing the related proxy form, of which Consob established the content. The conferral of proxy is free of charge for the shareholder. The proxy must be conferred within the end of the second trading day prior to the date of the Shareholders' Meeting on first or single call (the precise deadline is indicated in the notice calling the Meeting) and it shall not be valid for proposals for which no voting instructions have been provided. The proxy and related voting instructions can be revoked within the above-mentioned deadline.
In accordance with Article 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020 containing “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, converted into Law no. 27 of April 24, 2020 as well as the Decree Law no. 198 of December 29, 2022 ratified by Law no. 14 of February 24, 2023, which extended the effectiveness of the measures contained in the abovementioned Art. 106 to the Shareholders' Meetings held by 31 July 2023, the Shareholders’ Representative designated by the Company may also be granted ordinary proxies or sub-proxies pursuant to Article 135-novies of Consolidated Law on Financial Intermediation, by those who have the right to vote, under terms and conditions indicated in the notice calling the meeting.
Yes. It is possible to revoke the proxy and the related voting instructions given to the Shareholders’ representative designated by the Company pursuant to Article 135-undecies of Consolidated Law on Financial Intermediation within the end of the second trading day prior to the Shareholders' Meeting on first or single call.
The precise deadline is indicated in the notice calling the Shareholders' Meeting.
Those entitled to vote (see Q&A "Who is legitimate to attend and vote at the Shareholders' Meeting and what should be done to attend the Shareholders' Meeting?") may confer proxy pursuant to Article 135-novies of Consolidated Law on Financial Intermediation, in writing or in electronic form in the manner set forth by current laws.
In accordance with Article 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020 containing “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, converted into Law no. 27 of April 24, 2020 as well as the Decree Law no. 198 of December 29, 2022 ratified by Law no. 14 of February 24, 2023 which extended the effectiveness of the measures contained in the abovementioned Art. 106 to the Shareholders' Meetings held by 31 July 2023, the Shareholders’ Representative designated by the Company may also be granted proxies or sub-proxies pursuant to Article 135-novies of Consolidated Law on Financial Intermediation, by those who have the right to vote, under terms and conditions indicated in the notice calling the meeting.
Yes. The proxy and the related voting instructions pursuant to Article 135-novies given to the Shareholders’ representative designated by the Company of Consolidated Law on Financial Intermediation can be revoked at any time.
According to the current legislation the minutes are available at Eni’s website within 30 days from the Shareholders' Meeting date.
Within 5 days from the Shareholders' Meeting date a summary report of the votes containing the number and the percentage of shares represented at the Shareholders' Meeting on which a vote was expressed shall be made available on the Eni's website.
Minutes of Shareholders' Meetings are available on the Eni's website in the Corporate Governance/Shareholders' Meeting section. The minutes include the results of votes, provided as attachments.
The ordinary Shareholders' Meeting is called at least once a year, within 180 days of the end of the Company financial year, to approve the financial statements, since the Company is required to draw up consolidate financial statements.
Anyway, within 120 days as of the end of the preceding financial year, Eni shall make available the Annual Report, containing the draft separate and consolidated financial statements, where appropriate, the Directors' report.
The Minister of economy and finance holds directly 4.411% and indirectly, through Cassa Depositi e Prestiti SpA, another 26.213% of the Company's share capital.
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