October 20, 1998; h 12:00
Today the Board of Directors of Saipem S.p.A. (ENI Group), resolved to submit for
approval to the Extraordinary Meeting of Shareholders to be convened within the first
half of December, the option for holders of savings shares to convert them into ordinary
shares, at face value. This conversion may be requested with no time limits.
Ordinary shares resulting from this conversion will carry the same dividend rights as
other ordinary shares outstanding at the time of the request of this conversion.
In addition, in compliance with Legislative Degree N.° 58, of the Italian Republic, the
Board resolved to submit to the approval of the Meeting to modify and/or integrate
Saipems by-Laws as follows:
to describe (i) the rights granted to savings shares issued pursuant to the resolution of
the Shareholders Meeting of 11 December, 1985, and (ii) the procedures relative to
statutory reports to the joint representatives of bond holders;
in case of delisting from the Italian Stock Exchange of either ordinary shares or savings
shares, savings shares will be converted into ordinary shares, at face value.
Qualified Majority at the Extraordinary Meeting of Shareholders
resolutions of Extraordinary Meetings of Shareholders, convened in first, in second and
in third call, shall be passed with the vote of not less than two thirds of the shares
represented at such meetings;
Call of the Meeting of the Board of Directors by the Board of Statutory Auditors
the Board of Statutory Auditors, or at least two members of the Board, shall be granted
the power to call the Meeting of the Board of Directors;
Reports of the Directors to the Board of Statutory Auditors
to establish the criteria with which Directors report to the Board of Statutory Auditors
about material issues regarding Saipem or its subsidiaries on results, financing, assets
and/or potential conflicts of interests;
Limits to the appointment of members to the Board of Statutory Auditors
Members of the Board of the Statutory Auditors cannot be members of similar boards in
more than four companies having securities registered on regulated markets;
and/or integrations to the by-Laws:
Collection of Proxies among shareholders who are Company Employees
in order to promote the collection of proxies from shareholders who are Company
employees and members of associations of shareholders, Saipem will provide such
associations with facilities to be used for communication purposes and to collect
Quorum at the Extraordinary Meeting of Shareholders
the quorum for the Extraordinary Meeting of Shareholders, if convened in second call,
shall be reduced to one third of the voting share capital;
the meetings of the Board of Directors of the Company may take place by way of video
Savings Shares in order to appoint their joint representative.
San Donato Milanese, October 20, 1998.