· a summary of the outcomes of the AGM and the main points discussed
· supporting documentation for the AGM downloadable in pdf
The Ordinary Meeting of Eni’s Shareholders, held on April 13, 2017, resolved:
· to approve the financial statements at December 31, 2016 of Eni S.p.A. which report a net profit amounting to 4,521,093,313.31 euro;
· to allocate the net profit for the period of 4,521,093,313.31 euro, of which 3,080,637,260.11 euro remains following the distribution of the 2016 interim dividend of 0.4 euro per share, resolved by the Board of Directors on September 15, 2016, as follows:
· the amount of 19,233,515.44 euro to the reserve required by Article 6, paragraph 2 of Legislative Decree No. 38 of February 28, 2005;
· to Shareholders in the form of a dividend of 0.4 euro per share owned and outstanding at the ex-dividend date, excluding treasury shares on that date, and completing payment of the interim dividend for the financial year 2016 of 0.4 euro per share to the extent of remaining net profit and drawing on the available reserve where necessary. The total dividend per share for financial year 2016 therefore amounts to 0.8 euro per share;
· the payment of the balance of the 2016 dividend in the amount of 0.4 euro, payable on April 26, 2017, with an ex-dividend date of April 24, 2017 and a record date of April 25, 2016;
· to set the number of the Directors at nine, set the term of the office of the Directors and of the Chairman of the Board so appointed to three financial years, with this term expiring on the date of the Shareholders’ Meeting convened to approve Eni S.p.A. 2019 financial statements and appoint the Board of Directors and the Chairman of the Board. The Directors are:
o Emma Marcegaglia, Chairman(1)*;
o Claudio Descalzi, Director(1);
o Andrea Gemma, Director(1)**;
o Pietro A. Guindani, Director(2)**;
o Karina A. Litvack, Director(2)**;
o Alessandro Lorenzi, Director(2)**;
o Diva Moriani, Director(1)**;
o Fabrizio Pagani, Director(1);
o Domenico Trombone, Director(1)**;
· to set the annual remuneration of the Chairman of the Board and of the others Directors at 90,000 euro and 80,000 euro pre-tax, respectively;
· to appoint the Statutory Auditors and the Chairman of the Board of Statutory Auditors. The term of office of the Board of Statutory Auditors and of the Chairman of the Board of Statutory Auditors is three financial years, expiring on the date of the Shareholders’ Meeting convened to approve Eni S.p.A. 2019 financial statements. The Statutory Auditors are:
o Rosalba Casiraghi, Chairman(2);
o Enrico Maria Bignami, Effective Auditor(2);
o Paola Camagni, Effective Auditor (1);
o Andrea Parolini, Effective Auditor (1);
o Marco Seracini, Effective Auditor (1);
o Stefania Bettoni, Alternate Auditor (1);
o Claudia Mezzabotta, Alternate Auditor (2);
· to set the Chairman of the Board of Statutory Auditors’ annual remuneration and of the effective Statutory Auditors at 80,000 euro and 70,000 euro pre-tax, respectively;
· pursuant to and for the purposes of Article 114-bis of the Consolidated Law on Financial Intermediation and of Art. 2357- ter of the Italian Civil Code:
o to approve the Long-Term Incentive Plan 2017-2019, under the terms and conditions set forth in the Informative Document made available along with the Explanatory Report of the Board of Directors on the items of the agenda of the Shareholders’ Meeting, granting the Board of Directors all the powers needed to implement the Plan, including through persons delegated for this purpose.
o to authorize the Board to dispose of up to 11 million treasury shares to serve the implementation of the Plan.
In addition Eni’s Shareholders Meeting resolves in favour of the first section of the Remuneration report pursuant to Article 123-ter of the Legislative Decree 58/98.
The curricula of the Directors and Statutory Auditors appointed are available on www.eni.com.
On April 13, 2017 Emma Marcegaglia held 87,447 Eni shares (of which 45,000 held as naked owner and 7,143 held under asset management), Claudio Descalzi 39,455 Eni shares.
(1) Drawn from the slate of candidates presented by the shareholder Ministry of Economy and Finance, owning, directly, the 4.34% of the Eni S.p.A. share capital, voted by the majority of the shareholders who have participated in the Shareholders’ Meeting.
(2) Drawn from the slate of candidates presented by a group of shareholders composed of asset management companies and other Institutional Investors, owning, jointly, approximately the 1.7% 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), as cited in the By-Laws.
(**) 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) and Article 3 of the Corporate Governance Code for listed companies.