08 May Eni launches the new share buyback program
(Oilandgaspress) -– Eni announces that, following the authorization granted by the Shareholders’ Meeting held on 6 May 2026, the first tranche of the new share buyback program (the “First Tranche”) will be launched in the next days.
The First Tranche will concern up to a maximum of 5.1 million of Eni’s shares (approximately 0.2% of share capital) to be used to serve the 2026-2028 Long-Term Incentive Plan, approved by the Shareholders’ Meeting held on 6 May 2026.
The purchases will be executed on the Euronext Milan through an authorized agent, who will act independently, also in relation to the timing of transactions and will be disclosed to the market in accordance with the terms and conditions set out in the laws and regulations in force.
As announced on 24 April 2026 in the context of the presentation of the first quarter 2026 results, Eni confirms that the 2026 share buyback program, to be executed by April 2027, will have a total amount of €2.8 billion. This amount may be increased up to a total maximum of €4 billion, in case of upside scenarios of the Cash Flow From Operations.
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Eni’s Board of Directors today appointed Claudio Descalzi as Chief Executive Officer and General Manager. In this role he will be responsible for the management of the company, with the exception of specific responsibilities that are reserved for the Board of Directors and those that are not to be delegated according to the current legislation.
The Board also confirmed the role of the Chairman of the Board of Directors, Giuseppina Di Foggia, in internal controls system, specifically, through the management of the relationship of the Head of Internal Audit with the Board of Directors in connection with the Chief Executive Officer in charge of establishing and maintaining the internal control and risk management system.
The Board also ascertained, on the basis of the declarations released by the Directors and of the information available to the Company, that all Directors have the integrity requirements required by current law, that causes for their ineligibility and incompatibility do not exist as required by current law and that the Chairman of the Board Giuseppina Di Foggia and the Directors Stefano Cappiello, Carolyn Adele Dittmeier, Benedetta Fiorini, Emma Marcegaglia, Matteo Petrella, Cristina Sgubin and Raphael Louis L. Vermeir have the independence requirements set by law.
With reference to the independence requirements recommended by the Corporate Governance Code, which Eni applies, the Board has preliminarily confirmed the evaluation criteria adopted by the previous Board and described in the 2025 Corporate Governance and Shareholding Structure Report, and assessed as independent the Chairman of the Board Di Foggia and the Directors Cappiello, Dittmeier, Fiorini, Marcegaglia, Petrella, Sgubin and Vermeir.
With reference to the Chairman of the Board Di Foggia and the Directors Fiorini and Sgubin, in relation to executive roles or employment relationships currently held, held in the last three financial years or to be hold in companies subject to common control, also indirect, with Eni by the Ministry of Economy and Finance (Terna, Ita Airways, and Telespazio, respectively), and, with reference to Director Cappiello, in relation to its role as Director General of the Ministry of Economy and Finance, the Board has deemed, based on a substantive assessment, as recommended by the Corporate Governance Code, that such relationships do not jeopardise their independence pursuant to the Corporate Governance Code. This is taking into account the public nature of the shareholder exercising common control, enhanced by authentic interpretation of Article 148 of the Consolidated Law on Finance contained in Article 13, paragraph 1-bis, of Decree-Law no. 95/2025 (ratified with amendments by Law no. 118/2025) and the fact that the Ministry, by law, does not exercise management and coordination over its investees and, with reference to Terna, that the latter, as a listed company, is subject to a special legal regime that enhances the independence and autonomy of management with respect to the ownership.
The Board’s assessments were deemed correct by the Board of Statutory Auditors.
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