Overview

Eni Milan
In detail:

  • the calling of the Shareholders' Meeting
  • how to intervene and vote in the Shareholders’ Meeting and on the exercise of shareholders' rights
  • how to consult and request the Shareholders' documentation

Where and when is the notice of calling the Shareholders' Meetings published?

The notice calling the Shareholders' Meeting is published on the Company website, sent to Borsa Italiana S.p.A. and published in at least one newspaper (usually the newspapers are “Il Sole 24 Ore” and "Financial Times”), including publication in extract.

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.

Is it possible to get more information on the different callings 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.

When is it possible to know whether a Shareholders' Meeting will be held at first, second or third calling?

In the notice calling the Shareholders' Meeting it is explicitly stated if the Shareholders' Meeting will be held in single call or following more than one call.

In the latter case, as a result of legislative provisions consequent to Legislative Decree No. 27/2010, it is no longer possible to know with certainty in advance the date on which the Shareholders' Meeting will be held. However, 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.

Where and when are reports of the Board of Directors regarding items on agenda available to the public?

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.com) within the deadline for the publication of the notice calling the Meeting (see Q&A "Where and when is the notice calling the Shareholders' Meetings published?") envisaged by virtue of each of the items on the agenda.

Therefore, it's possible to publish reports of the Board of Directors in different terms: a relevant case is represented by the approval of financial statements, as the related deadline for publication is reduced to 21 days prior to the Shareholders' Meeting.

How is it possible to view reports on items on agenda and related documents?

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.com), 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. For this purpose, Eni Corporate Secretary's Offices are open to the public for consultation and/or delivery of the above mentioned documentation at the registered office in Rome from Monday to Friday during office hours.

However, it's possible to receive information by sending an e-mail to segreteriasocietaria.azionisti@eni.com or by fax at the number + 39(0)659822233 or call the toll-free number 800940924 [from outside Italy: +800 1122 3456].

Is it possible that the Shareholders' Meeting is called under shareholders' request?

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.com), at the time the notice calling the Meeting is published.

Is it possible to ask for items to be added to the agenda or to present proposed resolutions on items already in agenda?

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 meeting (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,  on Borsa Italiana website www.borsaitaliana.com and in at least one newspaper) 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.

Who is legitimate to attend and vote at the Shareholders' Meeting and what should be done to attend the Shareholders' Meeting?

In order to attend and vote at the Shareholders' Meeting it's necessary to request the authorized intermediary (Banks or Sim), to send a statement to the Company attesting ownership of Eni shares. This statement shall be issued by the intermediary on the basis of balances on the accounts recorded at the end of the seventh trading day prior to the date of the Shareholders' Meeting (record date).

In order to view the Trading Calendar it is possible to consult Borsa Italiana website(www.borsaitaliana.com)The statement must reach the Company by the end of the third trading day prior to the date of the Shareholders' Meeting.

For these purposes, reference is made to the date of first call of the Shareholders’ Meeting, provided that the dates of any subsequent calls are indicated in the notice calling the meeting; otherwise, the date of each call is deemed the reference date.

Those who result shareholders after the record date will not be entitled to attend and vote at the Shareholders' Meeting.

However, it's possible to attend and vote if the statement is received by the Company before the opening of the Shareholders' Meeting.

Please ask the authorized intermediary copy of the statement sent to the Company, in order to exhibit it for the registration the day when the Shareholders' Meeting takes place.

If the Shareholders' Meeting isn't called on single call and it went empty on first call, the statement sent to Eni remains valid also for subsequent calls.

Beneficial owners of ADRs, listed on the New York Stock Exchange, each ADRs representing two Eni ordinary shares, who are recorded in Eni ADRs register of the Citibank N.A., ADRs Depositary at the date indicated in the notice calling the 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 Shareholders' Meeting upon written request to be made to the Citibank N.A..

With the consent of the Chairman of the meeting also those who are not shareholders, particularly experts, financial analysts, journalists and students may follow the Shareholders' Meeting submitting an appropriate request to the Eni Company Secretariat Office.

Any further information related to the Shareholders' Meeting can be obtained by contacting the Eni Corporate Secretary's Office at toll-free number 800 940 924 from Italy only and + 800 1122 3456 from outside Italy, or at fax number + 39(0)659822233.

What is the "record date"?

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.

What are 'dematerialized' shares?

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 (*); all rights attached to the shares are guaranteed by records held by the banks and brokers (intermediaries) where investors have deposited their shares.
____________________
(*) Monte Titoli S.p.A.: a Company for the custody and management of listed securities.

If a shareholder is still in possession of non-dematerialized shares what should he/she do in order to exercise his rights?

In order to attend Shareholders Meetings and to receive dividends, anyone in possession of non-dematerialized shares, shall previously  deliver the shares to an authorized intermediary in order to entry them into central depository system and then transform them into dematerialized form and request the statement of attendance.

Who are the intermediaries?

Banks – brokers.

How is it possible to attend and vote at the Shareholders' Meeting?

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.

How is it possible to vote by mail?

The vote by mail is a faculty foreseen by Article 14.3 of Eni's By-laws and it allows shareholders to vote without being physically present at Shareholders' Meeting.

The Vote by Mail Form, which is available on Eni's website or at the Company's registered office, may also be mailed by the Company Secretariat Office to any Shareholders who request it, together with the related envelope. The Vote by Mail Form duly filled in and signed must be mailed to the Company Secretariat Office at the following address:

Eni S.p.A.,

Segreteria Societaria

(Voto per corrispondenza Assemblea maggio 2018),

Piazzale Enrico Mattei, 1, 00144 Rome - Italy.

For those who wish use the Vote By Mail Form available on the website, the related procedure for sending the Form is specified in the website. Vote by Mail Forms received after the fixed deadline or lacking the relative signature, shall not be considered neither with regard to the constitution of the Shareholders' Meeting nor for the voting. Voting by mail will be exercised directly by the owner and expressed separately for each of the motion proposals.  The vote may be revoked by making a written declaration brought to the awareness of Eni at least the day before the Meeting or by declaration expressed by the interested party during the Meeting.

When is the deadline for votes by mail?

The Vote by Mail Forms must be received by Eni, at the address indicated in the notice calling the Meeting (see Q&A "How is it possible to vote by mail?") 24 hours prior to the date of the first or single call of the Shareholders' Meeting.

Voting forms received after the fixed deadline or lacking the relative signature, shall not be considered neither with regard to the constitution of the Shareholders' Meeting nor for voting procedures.

Where can the Vote by Mail Cards be found?

The Vote by Mail Forms are available at Eni registered office (Piazzale Enrico Mattei, 1 - 00144 Rome - Italy) and on Eni's website.

Under shareholder's request, Eni, by means of the Company Secretariat Office, may send the Vote by Mail Form, together with the related envelope.

For further information it is possible to visit the Eni's website section dedicated to the Shareholders’ Meeting or it is possible to contact the Company Secretariat Office: toll-free number for shareholders 800940924 from Italy only; + 800 1122 3456 from outside Italy, and fax number + 39(0)659822233.

Is it possible to revoke the vote by mail?

Yes. The vote by mail may be revoked by written statement notified to the Company at least the day prior the Shareholders' Meeting, or following an express statement issued by the interested party during the course of the Shareholders' Meeting.

Are simplification provided for shareholders who are employees of the Company and members of shareholders associations?

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.

Who is the Shareholders' Representative designated by the Company?

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.

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.

How and when is the proxy conferred to the Shareholders' Representative designated by the Company?

The proxy 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.

Where is it possible to find the form to confer the proxy to the Shareholders' Representative designated by the Company?

The proxy forms are available in Eni's website at the page dedicated to the Shareholders’ Meeting and at Eni's registered office.

Is it possible to revoke the proxy and the voting instructions conferred to the Shareholders' Representative designated by the Company?

Yes. It is possible to revoke the proxy and the related voting instructions 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.

Whom and how the shareholder can confer proxy?

Apart from the "Shareholders' Representative designated by the Company", 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 to a single representative for each Shareholders' Meeting, apart from the possibility to indicate one or more replacements.

Proxy may be granted to a company or other legal entity.

In the statement of the authorized intermediary for the attendance is provided a dedicated space in case of proxy conferral.

The proxy is also valid for subsequent calls.

Blank proxy cannot be issued; the proxy and the relative voting instructions may be revoked.

The proxy may be conferred in writing or in electronic form in the manner set forth by current laws.

A proxy form is available on the Company's website and at the Company's registered office.

In place of the original, the representative may deliver or transmit a copy of the proxy, also in electronic format, confirming his or her liability in compliance of the proxy form to the original and the identity of the delegating party.

The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders' meetings concerned.

How may the proxy be notified to Eni?

The proxy may be notified to the Company:

  1. by mail at the following address:

    Eni S.p.A., Segreteria Societaria
    (Delega Assemblea maggio 2018 ),
    Piazzale Enrico Mattei, 1,
    00144 Rome – Italy

  2. by fax at Eni Company Secretariat Office (Segreteria Societaria) at the number +39 06 598 22 233
  3. by certified email to the following address: corporate_sesocorp@pec.eni.com, or
  4. through the appropriate section of the Company's website, according to the procedures specified therein.

Is it possible to revoke the proxy?

Yes. The proxy and the related voting instructions can be revoked at any time.

Is late admission to Shareholders' Meetings possible?

Yes. If a vote is underway, you must wait until the vote has been completed.

When are the minutes of Shareholders' Meetings available?

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 of shares represented at the Shareholders' Meeting and the shares on which a vote was expressed, the percentage of capital represented by those shares, the number of votes in favour and against the resolution and the number of abstentions for each item in the agenda, shall be made available on the Eni's website.

Are the minutes of Shareholders' Meetings available on Internet?

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.

What is the last date for the Shareholders' Meeting called to approve the financial statements?

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.

What is the size of the stake of the Minister of economic and finance?

The Minister of economy and finance holds directly 4.34% and indirectly, through Cassa Depositi e Prestiti SpA, another 25.76% of the Company's share capital.

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