In item 2, the Board proposes to distribute a total dividend of €0.86 per share on 2019 results, +3.6% in respect to the dividend paid on 2018 results, despite the 96.4% decrease in reported net income (-37.2% in adjusted net income). Total dividend distribution will amount to approximately €3'078 million, and it is not covered by consolidated net earnings or free cash flow. In view of the recent events relating to Covid-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. Furthermore, Eni will likely be deeply impacted by the ongoing oil price decline. Therefore, we recommend shareholders to oppose.

In item 5, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders holding at least 0.5% of the share capital. Two slates of nominees have been submitted, respectively by the Ministry of Economy (30.1% of the share capital) and a group of institutional investors (1.3%).

One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.

We recommend shareholders to vote for the slate submitted by the institutional investors (sub-item 5.2), because all nominees in the slate are independent from the Company and its shareholders.

In item 12, shareholders are called to a binding vote on the remuneration policy. The quality of disclosure is at the highest levels in Italy (all performance conditions are disclosed and long-term targets are quantified). However, we strongly regret that the CEO's fixed remuneration significantly exceeds the median of European peers, with an inflationary effect on his total remuneration, which is capped at €9.55 million on an annual basis (208% of the median at European peers). Therefore, we recommend opposition.