Eni's Board of Directors resolved to submit to the Ordinary Shareholders' Meeting of 14 May 2019 - which will be called to resolve on the approval of the 2018 Financial Statements and on the attribution of the profit and, on a consultative basis, on the first section of the Remuneration Report relating to the Remuneration Policy - the proposal to authorize the purchase of treasury shares for a period of 18 months from the date of the Shareholders' Meeting. This proposal concerns the purchase of a maximum of 67 million own shares, equal to approximately 1,84% of the share capital, for a potential maximum outlay of 1.200 million euros.
As part of Eni's 2019-2022 Strategic Plan, presented to the financial community on 15 March 2019, a four-year buyback program is expected to start for an initial amount of 400 million euros in 2019 and, for the 2020 period. -2022, assuming a stable leverage of less than 20%, net of the effects of the application of the provisions of the accounting standards applicable to leasing (IFRS 16), an annual amount of 400 million euros in the Brent scenario at 60-65 dollars or 800 million euros with a Brent price above 65 dollars per barrel.
The purchases of treasury shares will therefore be aimed at offering the Company a flexible option to grant its shareholders additional remuneration with respect to the distribution of dividends, consistent with Eni's commitment to a progressive remuneration policy linked to the growth of profits and in line with the policies adopted by the major oil companies. In this perspective, the Board of Directors will submit to the Shareholders' Meeting that will be called for the approval of the financial statements for the year at 31 December 2019 the proposal to cancel the treasury shares purchased up to the date of convocation of the Meeting itself, in execution of the aforementioned buyback program, with the specification that the cancellation will be made without reduction of the share capital in consideration of the absence of the nominal value of the Eni shares.
Purchases of treasury shares may be made at a price established in compliance with any regulatory provisions, including community ones, or (if applicable) the market practices accepted pro-tempore in force, which must not deviate from or decrease by more than 10 % compared to the official price registered by the Eni SpA share in the Telematic Stock Market session, organized and managed by Borsa Italiana SpA, the day before each individual transaction.
Purchases can be made in the following ways:
· on regulated markets according to the operating methods established in the organization and management regulations of the markets themselves, which do not allow the direct combination of purchase negotiation proposals with predetermined sale negotiation proposals;
· with the methods established by market practices accepted by Consob pursuant to art. 13 of Regulation (EU) n. 596 / 2014 (if applicable); is
· under the conditions indicated in art. 5 of Regulation (EU) n. 596 / 2014.
The treasury shares held by Eni as of the date of this press release are n. 33.045.197 equal to around 0,91% of the share capital, purchased on the basis of the previous buyback programs. The subsidiaries of Eni do not hold shares of the Company.
The documentation relating to the Shareholders' Meeting will be made available to the public within the terms and in the manner prescribed by current legislation, including through publication on the Company's website.