2003 Consolidated financial statements and dividend
The Board of Directors approved today Eni's 2003 consolidated financial statements reporting a net income of euro 5,585 million and resolved to propose to the General Shareholders' Meeting convened on May 25 and 28, 2004, on first and second call respectively, to pay a dividend of euro 0.75 per share. Pay-out therefore amounts to about 51%. Dividends will be paid out starting from June 24, 2004; the ex-dividend date is June 21, 2004.
The Board of Directors approved also Eni SpA 2003 draft financial statements, which report net income of euro 2,850 million.
Eni's consolidated financial statements and Eni SpA's draft financial statements are being examined by the Board of Statutory Auditors and external auditors.
Share buy-back program
Eni's Board of Directors will propose to the Shareholders' Meeting to continue until November 30, 2005 the share buy-back program started in 2000, which provides for the purchase of a maximum of 400 million Eni shares for an outlay not higher than euro 5.4 billion, including own shares purchased until the Meeting's date.
Appointment of external auditors
Eni's Board of Directors will propose to the Shareholders' Meeting the appointment of PricewaterhouseCoopers SpA as external auditors for the 2004-2006 period. The appointed company will also perform those additional activities pertaining to the full responsibility of the audits performed by other auditors of Group companies (auditing amounts corresponding to 2% of total consolidated assets and revenues). PricewaterhouseCoopers SpA will thus carry out the task and bear the responsibility of being the single auditor of the Eni Group.
Other proposals of the Board of Directors
Eni's Board of Directors will propose to the Shareholders' Meeting to change the regulation of shareholders' meetings in order to comply with the new rules that regulate shareholders interventions at the meetings and to increase the remuneration of Directors, in consideration of the more intense activities they perform also as a consequence of the incorporation of AgipPetroli and their participation to Board Committees.
The Board of Directors will also propose to the Shareholders' Meeting in an extraordinary seat to adapt Eni's By-laws to the so called "Vietti reform" as well as to make other changes. In particular the Board will propose to the Meeting to reserve to the Board all decision concerning the merger and demerger of subsidiaries in which Eni holds at least a 90% interest and to introduce a prohibition to the presentation of lists of candidates to be appointed as directors and statutory auditors on the part of shareholders belonging to the same group of a shareholder presenting a list of candidates.
The Board of Directors also convened a meeting of holders of bonds denominated "Eni SpA – Euro Medium Term Note 2000-2010" and "Eni SpA – Euro Medium Term Note 2003-2013" for the appointment of a common representative.
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