Shareholders
Eni's numbers: 253,872 shareholders; 3,284,490,525 ordinary registered shares without par value; €4,005,358,876 Eni’s share capital.
Eni’s share capital
Eni’s share capital amounts to €4,005,358,876 and is made up of 3,284,490,525 ordinary registered shares without par value. The shares are indivisible, and each share brings an entitlement to one vote.
Eni’s shareholders
The number of Eni’s shareholders is 253,872, identified on the basis of registered recipients of the payment of the second tranche of the 2023 dividend.
The second tranche of the 2023 dividend was paid on 22 November 2023, with ex-dividend date on 20 November 2023 and record date on 21 November 2023.
Major shareholders
The Italian Ministry of Economy and Finance has de facto control of Eni SpA by virtue of interests held either directly or via the Cassa Depositi e Prestiti SpA (CDP).
(MARCH 25, 2023 UPDATE, DATE OF EXECUTION OF THE CANCELLATION OF N. 91,447,368 TREASURY SHARES WITHOUT PAR VALUE AND WITHOUT REDUCTION OF THE SHARE CAPITAL)
| Shareholder | Number of shares held | % of share capital |
|---|---|---|
| Ministry of Economy and Finance | 157,552,137 | 4.797 |
| CDP S.p.A. | 936,179,478 | 28.503 |
| Total | 1,093,731,615 | 33.3 |
Share capital structure*
| Shareholder | Share |
|---|---|
| Public Holding | 32.398% |
| Institutional Investors | 47.941% |
| Retail | 14.206% |
| Treasury shares** | 5.381% |
| Identity of shareholders not provided | 0.074% |
* Update based on the nominative notices received as at March 13, 2024, relating to the registered recipients of the second tranche of the 2023 dividend. The data do not take into account the cancellation of 91,447,368 treasury shares without nominal value without reduction of the share capital pursuant to the resolution of the Extraordinary Shareholders’ meeting of May 10, 2023 and executed on March 25, 2024.
** The data, updated on the basis of the nominative notices received as at March 13, 2024 relating to the recipients of the second tranche of the 2023 dividend, does not take into account the cancellation of 91,447,368 treasury shares without nominal value without reduction of the share capital pursuant to the resolution of the Extraordinary Shareholders’ meeting of May 10, 2023 and executed on March 25, 2024. Eni currently holds n. 90,221,072 own shares equal to 2.75% of the share capital.
Eni's ESG investors represent approximately 33% of total identified Institutional Investors (source: shareholder research carried out by Nasdaq in January 2024).
A breakdown of the shareholder structure
In the following charts Eni's shareholders structure is split by geographical area and size of holding, on the basis of the information on registered recipients of the second tranche of the 2023 dividend*.
Geographical breakdown*
(MARCH 13, 2024 UPDATE)
| Shareholders | Number of shareholders | Number of shares held | % of outstanding shares |
|---|---|---|---|
| Italy | 248,244 | 1,766,090,614 | 52.314 |
| UK and Ireland | 625 | 144,919,218 | 4.293 |
| Other EU member States | 2,581 | 414,364,094 | 12.274 |
| USA and Canada | 1,203 | 553,205,593 | 16.387 |
| Rest of the World | 1,218 | 313,200,080 | 9.277 |
| Treasury shares** | 1 | 181,668,440 | 5.381 |
| Identity of shareholders not provided | n.d. | 2,489,854 | 0.074 |
| Total | 253.872 | 3,375,937,893*** | 100.00 |
* Update based on the nominative notices received as at March 13, 2024, relating to the registered recipients of the second tranche of the 2023 dividend. The data do not take into account the cancellation of 91,447,368 treasury shares without nominal value without reduction of the share capital pursuant to the resolution of the Extraordinary Shareholders’ meeting of May 10, 2023 and executed on March 25, 2024.
** Considering the treasury shares already held and the cancellation of 91,447,368 treasury shares without nominal value without reduction of the share capital pursuant to the resolution of the Extraordinary Shareholders’ meeting of May 10, 2023 and executed on March 25, 2024, Eni currently holds n. 90,221,072 own shares equal to 2.75% of the share capital.
*** Eni’s share capital, at the date of the payment of the second tranche of the 2023 dividend, was equal to € 4,005,358,876 and was represented by 3,375,937,893 ordinary nominative shares without par value.
Breakdown by number of shares held*
(MARCH 13, 2024 UPDATE)
| Shareholders | Number of shareholders | Number of shares held | % of outstanding shares |
|---|---|---|---|
| >10% | 1 | 936,179,478 | 27.731 |
| 3% – 10% | 1 | 157,552,137 | 4.667 |
| 2% – 3% | 0 | 0 | 0.000 |
| 1% – 2% | 4 | 189,319,460 | 5.608 |
| 0.5% – 1% | 8 | 184,178,657 | 5.455 |
| 0.3% – 0.5% | 16 | 222,921,279 | 6.603 |
| 0.1% – 0.3% | 63 | 365,874,671 | 10.838 |
| ≤0.1% | 253,778 | 1,135,753,917 | 33.643 |
| Treasury shares** | 1 | 181,668,440 | 5.381 |
| Identity of shareholders not provided | n.d. | 2,489,854 | 0.074 |
| Total | 253,872 | 3,375,937,893*** | 100.00 |
* Update based on the nominative notices received as at March 13, 2024, relating to the registered recipients of the second tranche of the 2023 dividend. The data do not take into account the cancellation of 91,447,368 treasury shares without nominal value without reduction of the share capital pursuant to the resolution of the Extraordinary Shareholders’ meeting of May 10, and executed on March 25, 2024.
** Considering the treasury shares already held and the cancellation of 91,447,368 treasury shares without nominal value without reduction of the share capital pursuant to the resolution of the Extraordinary Shareholders’ meeting of May 10, 2023 and executed on March 25, 2024, Eni currently holds n. 90,221,072 own shares equal to 2.75% of the share capital.
*** Eni’s share capital, at the date of the payment of the second tranche of the 2023 dividend, was equal to € 4,005,358,876, and was represented by 3,375,937,893 ordinary nominative shares without par value.
Buyback program
Buyback program year 2023
Eni Shareholders’ Meeting Board of Directors held on May 10, 2023 authorized a buy-back program for 2023 (the “Buyback Program”) for an outlay of € 2.2 billion, , up to a maximum of 337 million of shares (equal to about 10% of the ordinary shares, and for a duration till the end of April 2024. The amount may be increased, on the basis of any upsides, up to a total maximum of € 3.5 billion.
Purchases started on 12 May 2023, following the authorization of the Eni Shareholders' Meeting.
In order to execute the program, Eni engaged an authorized third-party agent, who will take decisions regarding purchases at its own discretion, also in relation to the timing of the transactions. The purchases will be made in accordance with the limits set out by the Eni’s Shareholders Meeting, at a purchase price that complies with the regulatory requirements and market practices admitted pro tempore in force. This price will not diverged downwards or upwards by more than 10% from the official price registered by the Eni share in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction.
Purchases will be made on the Euronext Milan pursuant to Art. 144-bis, paragraph 1, letter b) of Consob Regulation no. 11971/1999 and in accordance with the additional conditions set out in the resolution of the Shareholders’ Meeting held on 10 May 2023, as well as complying with the provisions of Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052.
At the start of the purchases, considering the resolution of the cancellation of the treasury shares resolved by the Shareholders’ Meeting held on 10 May 2023, Eni held n. 30.547.750 treasury shares equal to about 0.90% of the share capital after cancellation. Eni’s controlled subsidiaries do not hold Eni’s shares.
The details of the transactions carried out are reported in the terms and in the manner prescribed by current legislation in the documents attached in the section "Treasury shares year 2023" below.
Share Buyback program year 2022
Eni's Board of Directors approved the start of the buy-back program for 2022, in execution of the authorization granted by the Shareholders Meeting held on 11 May 2022, for an outlay of minimum €1.1 billion, that can be increase for a maximum amount of €2.5 billion according to the Brent price scenario and up to a maximum of 357 million of shares (equal to 10% of the ordinary shares post cancellation) (the “Buyback Program”). Eni updated its 2022 Buyback Program scenario assessment in July by raising the commitment to €2.4 billion. Purchases started on 30 May 2022 and ended on 29 of November, in advance of April 2023 (date communicated at the start of the programme). In order to execute the program, Eni engaged an authorized third-party agent, who took decisions regarding purchases at its own discretion, also in relation to the timing of the transactions. The purchases were made in accordance with the limits set out by the Eni’s Shareholders Meeting, at a purchase price that complies with the criteria set out in the Delegated Regulation (EU) 2016/1052 and, in any case, could not diverged downwards or upwards by more than 10% from the official price registered by the Eni share in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction. Purchases were made on the Euronext Milan pursuant to Art. 144-bis, paragraph 1, letter b) of Consob Regulation no. 11971/1999 and in accordance with the additional conditions set out in the resolution of the Shareholders’ Meeting of 11 May 2022, as well as complying with the provisions of Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052.
Following the purchases made until 29 November 2022, considering the treasury shares already held and the assignment of ordinary shares to Eni’s directors, following the conclusion of the Vesting Period as provided by the “Long-Term Incentive Plan 2017-2019” approved by Eni’s Meeting of shareholders of 13 April 2017, Eni holds n. 226,097,834 shares equal to 6.33% of the share capital. Eni’s controlled subsidiaries do not hold Eni’s shares.
The details of the transactions carried out are reported in the terms and in the manner prescribed by current legislation in the documents attached in the section "Treasury shares year 2022" below.
Share Buyback programme year 2021
Eni's Board of Directors approved the start of the buy-back program for 2021, for a maximum amount of 400 million euro and a share count no greater than 252 million, in accordance with the targets set by the 2021-2024 strategic plan assuming a Brent reference scenario of $65/barrel and in execution of the authorization granted by the Shareholders Meeting held on May 12, 2021. The buyback program is aimed at recognizing shareholders an additional remuneration to complement the dividend distribution. Purchases started on August 23, 2021 and terminated on December 15, 2021. In order to execute the programme, Eni engaged an authorized agent, who took decisions regarding purchases at its own discretion, also in relation to the timing of the transactions and in compliance with daily price and volume thresholds. In particular, the purchase price of the shares could not deviate upwardly or downwardly by more than 5% from the official price of the day prior to each individual transaction recorded for the Eni S.p.A. share in the Electronic Share Market organized and managed by Borsa Italiana S.p.A. (“MTA”). However, it could not be higher than the higher price between the price of the last independent transaction and the price of the highest current independent purchase offer on the MTA. Purchases were made on the MTA, in compliance with art. 144-bis, paragraph 1, lett. b) of Consob Regulation 11971/1999 and the additional conditions provided for by the resolution of the Shareholders' Meeting of May 12, 2021, as well as complying with the provisions of Regulation (EU) 596/2014 on market abuse and the Delegated Regulation (EU) 2016/1052.
Following the purchases made until the termination of the purchase programme for the year 2021, considering the treasury shares already held and the assignment of ordinary shares to Eni’s directors, following the conclusion of the Vesting Period as provided by the “Long-Term Incentive Plan 2017-2019” approved by Eni’s Meeting of shareholders of 13 April 2017, Eni held n. 65,838,173 shares equal to 1.83% of the share capital. Eni’s controlled subsidiaries do not hold Eni’s shares.
The details of the transactions carried out are reported in the terms and in the manner prescribed by current legislation in the documents attached in the section "Treasury shares year 2021" below.
Share Buyback programme year 2019
The Eni Board of Directors, in execution of the authorization granted by the Eni Shareholders’ Meeting of 14 May 2019 and within the terms announced to the market on that date, has approved measures to begin the 2019 share buy-back programme, in the maximum amount of €400,000,000 and up to a maximum of 67,000,000 shares.The programme gives the Company a flexible option to give its shareholders an additional return beyond the distribution of dividends, in line with Eni’s commitment to a progressive shareholder remuneration policy linked to the growth in profits. The purchases started on 5 June 2019 and terminated on 9 December 2019. In order to execute the programme, Eni engaged an authorised agent, who purchased Eni shares on a fully independent basis, including with regard to the timing of purchases and in compliance with the daily price and volume limits. In particular, the price of each transaction could not be more than 5% greater or lower than the official price registered by the Eni SpA stock in the trading session of the Mercato Telematico Azionario, organised and operated by Borsa Italiana SpA (“MTA”), on the day before each individual transaction and, in any case, could not exceed the higher of the price of the last independent trade and the highest current independent purchase bid on the MTA. Share purchases have been made on the MTA pursuant to Art. 144-bis, paragraph 1, letter b) of Consob Regulation no. 11971/1999 and in accordance with the additional conditions set out in the Eni’s shareholder resolution of 14 May 2019, as well as in compliance with Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052. Following the purchases made until the termination of the purchase programme for the year 2019, considering the treasury shares already held, Eni held n. 61,635,679 shares equal to 1.70% of the share capital. The details of any purchases made are reported within the time limits and with the procedures required by applicable regulations in the documents attached in the section "Treasury shares 2019" below. In light of market developments due to the spread of the COVID-19 pandemic and the decisions taken by OPEC+, Eni’s board of Directors, on 18 March 2020, resolved to withdraw the proposal to authorise the purchase of treasury shares at the Shareholders’ Meeting of 13 May 2020, with a total amount of €400 million in 2020. Subsequently, following the cancellation of the treasury shares resolved by the Shareholders’ meeting of 13 May 2020, Eni holds n. 33,045,197 shares equal to 0.92% of the share capital. Eni subsidiaries do not own shares in the Company.
Treasury shares year 2014
On 6 January 2014, Eni launched a share buyback programme in line with a shareholders’ resolution of 10 May 2013. To further the programme, the Shareholders’ Meeting of 8 May 2014 approved the purchase of the Company’s own shares for a period of 18 months from the date of the resolution. From the introduction of the programme until 31 December 2014, Eni had purchased 21,656,910 shares, equal to 0.60 per cent of the share capital. At 31 December 2014, treasury shares totalled 33,045,197 – equivalent to 0.91 per cent of the share capital. As of 13 March 2015, during the presentation of the Strategic Plan 2015-2018, Eni announced the suspension of the buyback programme.
Initiatives for shareholders
In compliance with the law and the By-laws, Eni pays particular attention to its shareholders, also through transparent communication, which makes information easily accessible and facilitates the exercise of their rights.
The idea of introducing Eni in a simple and intelligible way has also led to the creation of a Shareholder’s Guide and to the production of an interactive video to present the Shareholders' Meeting and the rights of shareholders.
