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Eni - AGM 14 May 2019

In item 3, the Board asks the authorization to repurchase up to 67 million own shares (1.8%). The proposal is made in accordance with Eni's 2019-2022 shareholder remuneration policy, providing for a share buyback program capped at an aggregate value of € 400 million, if oil prices are in the range from USD 60 to USD 65 per barrel, or € 800 million in a scenario of oil prices above USD 65 per barrel. At the 2020 AGM, the Board will ask for the authorization to cancel the shares repurchased under the current authorization. The terms of the authorization are in line with our guidelines (maximum 10% of the share capital and repurchase price not exceeding 110% of the market value), and we have not identified any major concerns on the potential use of buybacks. Therefore, we recommend approval.

In item 4, shareholders are called to an advisory vote on the remuneration policy for executive Directors and other executives with strategic responsibilities. In our opinion, the variable remuneration schemes are effectively structured to align the interests of executives with the creation of sustainable value in the long term, and long-term targets are challenging (less than 30% of target incentives vested in the last 4 years). However, we strongly regret that the CEO's fixed remuneration of € 1.6 million significantly exceeds the median at European peers, with an inflationary effect on his total remuneration, which may amount up to € 7.3 million on an annual average basis (164% of the median at European peers). Therefore, we recommend opposition.


Eni is engaged in the oil and gas exploration and production, gas marketing operations, management of gas infrastructures, power generation, petrochemicals, oil field services and engineering industries. Co.'s operations are divided into three segments; Exploration and Production (oil and natural gas exploration and field development and production, as well as LNG operations), Gas and Power (supply, trading and marketing of gas and electricity, managing gas infrastructures for transport, distribution, storage, re-gasification, and LNG supply and marketing), and Refining and Marketing (supply of crude oil, refining and marketing of refined products). Co. maintains operations in 73 countries.


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