Eni shareholders' meeting. A few questions for the company

These are the questions asked in writing by the Ethical Responsibility Foundation and Re:Common to Eni on the occasion of today's shareholders' meeting of the oil company. To follow the #AGMENI live tweeting @lucamanes and @Recommon

In 2011, Eni, together with Royal Dutch Shell, paid 1.1 billion dollars for the license of the OPL 245 offshore oil block in Nigeria. In 2015, UK prosecutors, acting on orders from the Milan Prosecutor's Office in relation to a restraining order relating to the freezing in England of the proceeds of the OPL 245 deal, stated that "The confiscation orders against Eni and/or Di Nardo and other parties would cover at least the value of the bribes. As far as we know, more than half a billion dollars out of the sum that Eni paid into the JP Morgan Chase account (after the settlement agreement) are were provided to specific subjects with apparently corrupt purposes".

Is there an SEC investigation into the OPL 245 case? Has Eni been contacted by the SEC regarding the OPL 245 case?

At the 2015 shareholders meeting, Eni revealed that it had conducted an internal investigation into the OPL 245 deal through an American law firm, referred to in UK legal proceedings as Pepper Hamilton. In this regard, we would like to know if all the Eni managers involved in this operation were interviewed? Were those who participated in the negotiations on behalf of Shell, Malabu and the federal government also interviewed?

Did the Pepper Hamilton investigation have access to other sources of information, in addition to Eni's official documentation, to documents from ongoing proceedings in the United States and the United Kingdom?

Does the company admit that law enforcement may have access to more sources of information than the Pepper Hamilton investigation?

If key Eni exponents such as Claudio Descalzi, Roberto Casula, Paolo Scaroni, Vincenzo Armanna and other important figures such as Dan Etete or Luigi Bisignani were not interviewed by Pepper Hamilton, which also did not have access to the most relevant documentary evidence, can it be stated that the results of the report are reliable? If not, can statements made to the press and at previous meetings regarding this issue be considered reliable?

In May 2010, as part of the negotiations for OPL 245, Eni paid 500 thousand euros as a "participation fee" to Energy Venture Partners. Is payment for this data room considered normal? What was Pepper Hamilton's assessment of this payment?

Was Eni aware of Aliyu Abubakar's presence in the OPL 245 operation? Was Abubakar present during the meetings, including those with Eni staff? What does Pepper Hamilton say about this, especially the fact that in a British court prosecutors alleged that Mr Abubakar's companies received $523 million of the proceeds of OPL 245 and that these same companies were a front for President Goodluck Jonathan?

In 2014, in written responses to questions ahead of the shareholders' meeting and in verbal responses given by CEO Paolo Scaroni, Eni said that "during the preliminary audit carried out by Eni's legal department based on the company's anti-corruption procedures, no connection between Dan Etete and the Malabu company was detected". Does Pepper Hamilton think the same way?

In written responses from 2014, the company stated that: "After the block was awarded, payment of the agreed price was made to the Government of Nigeria into an escrow account held by the Government at an international bank. As a condition of payment, the Government guaranteed the resolution of any disputes or proceedings relating to the block for disputes not involving Eni. This does not exclude the possibility of payments by the Government to Malabu for the resolution of any disputes not involving Eni. Eni…For Eni the only thing that mattered was that the agreement took effect in relation to the transfer of rights without pending disputes, including the ongoing dispute between the Nigerian government, Shell and Malabu”.

In December 2015, a journalist from Il Sole 24 Ore and Global Witness published the deposit account agreements discussed and written by Eni and Shell, as well as minutes taken by Eni executives at the meeting where Eni, Shell and Malabu collectively negotiated an agreement for OPL245 and a de facto sales price to be paid to Malabu. Does Eni recognize that this evidence demonstrates its involvement in the payment to Malabu?

Pepper Hamilton's investigation shows that Eni was aware that the federal government of Nigeria would use the total funds paid by Eni and Shell (1,092 billion dollars) to pay Malabu? So Pepper Hamilton would have found that Eni had been “involved” in the payment of Malabu, contrary to Eni's statements to shareholders above?

Has Pepper Hamilton ascertained why the payment for OPL 245 was made into an escrow account, rather than the dedicated account of the Nigerian Federation, as required by that country's Constitution? Was the payment deliberately made into the escrow account to enable subsequent payment to Malabu?

Who is responsible for writing the above erroneous investor statements? What actions has the company taken to prevent this from happening again?

At the two previous AGMs, Eni was asked to confirm whether Descalzi was on the phone with Bisignani at a critical moment in the negotiations on OPL 245, as reported by the Italian media. The company did not respond and since then Eni itself has confirmed that it was indeed Descalzi on the phone, declaring that at the end of 2010, "Luigi Bisignani [...] made contact with Claudio Descalzi through Paolo Scaroni's secretary. There were two, at most three, phone calls without substantial follow-up". Can Descalzi share the content of those phone calls with Eni shareholders? Why did Descalzi believe it was acceptable to talk to Bisignani about a deal that Eni was negotiating? Did Descalzi inform Eni's legal office of this contact with Bisignani when it occurred?

According to La Repubblica, on 7 April 2016 the magistrates of the Milan prosecutor's office questioned the former Eni manager Vincenzo Armanna on the OPL 245 case. Armanna allegedly said that 200 million dollars would be "retroduced" in order to "remunerate directors and managers of Eni" and the interlocutors Bisignani and Di Nardo. Has the company verified whether one or more of its employees, including Descalzi, Scaroni or Casula, received part of the "retroduced" money?

Were Eni executives questioned by the Nigerian Anti-Corruption Commission in relation to their investigation into the OPL 245 deal? Would Descalzi and Casula be available to be interrogated?

What is Eni's assessment of the risk of accusations against the company and its executives with respect to the OPL 245 case, and what is the risk of a revocation of the license or fines by the Nigerian authorities? What effect would a license revocation have on the company's ability to replace its reserves? Has the company set aside funds to cover any fines or asset seizures?

Was Eni aware of the involvement or otherwise of Gianfranco Falcioni, Italian vice consul in Port Harcourt, in the distribution or payment of the 1.92 billion paid for OPL 245? Have Eni executives discussed the OPL 245 deal with Falcioni? Did the Pepper Hamilton report examine these questions?

In June 2012, Allied Energy acquired rights in the OML 120 and 121 concessions in Nigeria from NAE – Nigerian Agip Exploration. Can Eni confirm how much Allied Energy paid for these rights, and how much of the agreed sum still needs to be paid?