The Board of Directors intends to submit a proposal for the distribution of a cash dividend of €1.10 per share (€2.20 per ADR) at the Annual Shareholders’ Meeting. Included in this annual distribution is €0.552 per share which was paid as an interim dividend in September 2013. The balance of €0.55 per share (€1.10 per ADR) is payable to shareholders on May 22, 2014, the ex-dividend date being May 19, 2014 and the record date being May 21, 2014.
The review of the sustainability performance in 2013 has been included in the Annual Report to provide a comprehensive insight into the Company’s business model by highlighting the long-term value creation through the connections between the financial and sustainability elements of the Company’s strategy and results.
The 2013 Annual Report was submitted to the Board of Statutory Auditors and Eni’s independent auditors. In accordance with the Legislative Decree No. 58/98 (the Italian comprehensive code for exchanges and securities) provisions, the 2013 Annual Report will be made available to the public by the first half of April 2014 at the Company’s headquarters and on Eni’s website eni.com and through other sources provided by the regulation in force, together with statutory and independent auditors’ reports.
Enclosed are the 2013 IFRS consolidated statements of the companies within the Eni group as included in the approved Annual Report and the statements of the parent company Eni SpA.
The Board of Directors also approved the Report on Corporate Governance and Shareholding Structure and the Remuneration Report which have been prepared in accordance to article No. 123-bis and ter of the Italian comprehensive code for exchanges and securities, respectively. These reports will be filed with the Italian Exchange Authority and published on Eni’s website, in the "Governance", "Documentation" and "Investor Relations" sections, together with the 2013 Annual Report.
Continuation of the buyback program Eni’s Board of Directors has approved to propose to the Annual Shareholders’ Meeting to grant a proxy to the Board of Directors to continue the purchase program of treasury shares for a period of 18 months beginning from the date of the Annual Shareholders’ Meeting, up to a maximum of 363 million shares, representing approximately 10% of the share capital, for a maximum consideration of €6 billion, at a price not less than €1.102 per share and not more than 5% above the reference price registered on the trading day preceding each purchase.
The limits of the maximum number of shares available for purchase and of the maximum consideration include the number and consideration of the treasury shares purchased after the shareholders’ resolution which authorised the purchase of treasury shares of July 16, 2012. The program, representing an effective and flexible management tool, is aimed at increasing shareholders’ value over time, in line with the policies of capital return adopted by major international oil companies.
The purchases will be made in accordance with art. 144-bis, paragraph 1, lett. b) of Consob Regulation 11971/1999 ("Issuers’ Regulation") and subsequent amendments and additions and with the provisions that still apply, and then on regulated markets, according to the procedures established in the regulations of organization and management of markets.
Treasury shares held by Eni as of March 7, 2014 are 18,950,466, equal to 0.52% of the share capital. Eni’s subsidiaries do not own any Company shares.
Long-Term Monetary Incentive Plan for the period 2014-2016
The Board of Directors resolved to submit to the Shareholder’s Meeting the adoption of a new Long-Term Monetary Incentive Plan for the period 2014-2016 which replaces the previous Plan for the period 2012-2014, relatively to the last assignment and which includes three annual assignments, each subject to a vesting period of three years. The Plan was introduced in order to further promote the alignment of the management with the shareholders’ interests and a sustainable value creation in the long-term using parameters such as of Total Shareholder Return and Net Present Value of proved reserves, measured in relative terms compared to a sector’s international peer group, as performance conditions.
The Plan's beneficiaries are the Chief Executive Officer of the Company to be appointed following the next renewal of the Board of Directors, the Chief Operative Officers and Managers with strategic responsibilities in Eni SpA, as well as other "Managerial Resources that are Critical for the Business," which will be identified during the implementation of the Plan. The specific conditions and objectives of the Plan are set out in the Information Memorandum prepared pursuant to article 114-bis of the TUF (Legislative Decree no. 58/98), the publication of which will be simultaneous to the publication of the explanatory memorandum of the proposal to the Assembly.
Convening of the Ordinary and Extraordinary Shareholders’ Meeting on May 8, 2014 (single call)
The Board of Directors convened the Annual Shareholders’ Meeting on May 8, 2014:
- Ordinary Meeting - to approve the 2013 financial statements of the parent company and the dividend proposal, to authorise the buyback program and the withdrawal, for the part not extended, of the authorization to the buyback program approved by the shareholder’s Meeting held on May 10, 2013 to appoint corporate bodies, to resolve on the remuneration of Directors with delegated powers of Eni SpA and its subsidiaries pursuant to the Law No. 98 of August 9, 2013, to approve the Long-Term Monetary Incentive Plan (2014-2016) and also to express its consultative vote about the remuneration policy that the Company intends to adopt in 2014 as disclosed in the first section of the Remuneration Report.
- Extraordinary Meeting - to amend the By-laws on the integrity requirements for Directors and on the single call of the Shareholders’ Meeting.
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Eni’s Chief Financial Officer, Massimo Mondazzi, in his capacity as manager responsible for the preparation of the Company’s financial reports, certifies pursuant to rule 154-bis paragraph 2 of Legislative Decree No. 58/1998, that data and information disclosed in this press release correspond to the Company’s evidence and accounting books and entries.
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(1) The press release on Eni’s preliminary results for the year 2013, published on February 13, 2014, is available on Eni’s website, eni.com, in the Investor Relations, Media and Documentation sections.
(2) Dividends are not entitled to tax credit and, depending on the receiver, are subject to a withholding tax on distribution or are partially cumulated to the receiver’s taxable income.