33 Shareholders’ equity

Non-controlling interest

Eni shareholders’ equity

Share capital

At December 31, 2013, the parent company’s issued share capital consisted of €4,005,358,876 represented by 3,634,185,330 ordinary shares without nominal value (same amounts as of December 31, 2012).

On May 10, 2013, Eni’s Shareholders’ Meeting declared: (i) to distribute a dividend of €0.54 a share, with the exclusion of treasury shares held at the ex-dividend date, in full settlement of the 2012 dividend of €1.08 a share, of which €0.54 a share paid as interim dividend. The balance was paid on May 23, 2013, to shareholders on the register on May 20, 2013, record date May 22; (ii) to cancel, for the portion not yet implemented as of the date of the Shareholders’ Meeting, the authorisation granted to the Board of Directors to acquire treasury shares as resolved at the Shareholders’ Meeting of July 16, 2012; (iii) to authorise the Board of Directors to purchase on the Mercato Telematico Azionario – in one or more transactions and in any case within 18 months from the date of the resolution – up to a maximum number of 363,000,000 ordinary Eni shares, for a price comprised from a minimum consideration of €1.102 and up the a maximum per-share-price as high as the official price of the Eni share reported by the Borsa Italiana the trading day prior to each individual transaction, plus 5%, and in any case up to a total amount of €6 billion, in accordance with the procedures established in the Rules of the Markets organised and managed by Borsa Italiana SpA. In order to respect the limit envisaged in the third paragraph of Article 2357 of the Italian Civil Code, the number of shares to be acquired and the relative amount shall take into account the number and amount of Eni shares already held in the portfolio.

Legal reserve

This reserve represents earnings restricted from the payment of dividends pursuant to Article 2430 of the Italian Civil Code. The legal reserve has reached the maximum amount required by the Italian Law.

Reserve for treasury shares

The reserve for treasury shares represents the reserve which was established in previous reporting period to repurchase the Company shares in accordance with resolutions at Eni’s Shareholders’ Meetings. The amount of €6,201 million (same amount as of December 31, 2012) included the net book value of treasury shares purchased of €201 million.

Reserves related to the fair value evaluation of cash flow hedging derivatives, available-for-sale financial assets and defined benefit plans

The evaluation at fair value of cash flow hedging derivatives, available-for-sale financial instruments and defined-benefit plans, net of the related tax effect, consisted of the following:

Reserve for available-for-sale financial instruments of €81 million (€144 million at December 31, 2012), net of the related tax effect, comprised the fair value valuation of the residual interests in Galp Energia SGPS SA for €76 million (Galp Energia SGPS SA for€130 milioni and Snam SpA for €8 milioni at December 31, 2012) and other securities for €5 million (€6 million at December 31, 2012). Negative reserve for defined-benefit plans of €72 million (negative for €88 million at December 31, 2012), net of the related tax effect, related to investments accounted for under the equity method for €2 million (negative for €1 million at December 31, 2012).

Other reserves

Other reserves amounted to €296 million (€292 million at December 31, 2012) and related to:

• a reserve of €247 million represented the increase in Eni’s shareholders’ equity associated with a business combination under common control, whereby the parent company Eni SpA divested its subsidiary Snamprogetti SpA to Saipem Projects SpA (both merged into Saipem SpA) at a price higher than the book value of the interest transferred (same amount as of December 31, 2012);
• a reserve of €157 million deriving from Eni SpA’s equity (same amount as of December 31, 2012);
• a reserve of €18 million related to the sale of treasury shares to Saipem managers upon exercise of stock options (same amount as of December 31, 2012);
• a reserve of €5 million represented the impact on Eni’s shareholders’ equity associated with the acquisition of a non-controlling interest of 47.60% in the subsidiary Tigáz Zrt (€1 million at December 31, 2012);
• a negative reserve of €124 million represented the impact on Eni’s shareholders’ equity associated with the acquisition of a non-controlling interest of 45.93% in the subsidiary Altergaz SA, now Eni Gas & Power France SA (same amount as of December 31, 2012);
• a negative reserve of €7 million related to the share of “Other comprehensive income” on equity-accounted entities (same amount as of December 31, 2012).

Cumulative foreign currency translation differences

The cumulative foreign currency translation differences arose from the translation of financial statements denominated in currencies other than euro.

Treasury shares

A total of 11,388,287 Eni’s ordinary shares (same amount as of December 31, 2012) were held in treasury for a total cost of €201 million (same amount as of December 31, 2012). Outstanding treasury shares represented by 2,980,725 ordinary shares (8,259,520 ordinary shares at December 31, 2012) were underlying certain residual stock-based compensation plans and amounted to €53 million (€161 million at December 31, 2012). The decrease of 5,278,795 shares in the number of shares underlying those plans related to expired awards.

More information about stock option plans is disclosed in Note 37 – Operating expenses.

Interim dividend

The interim dividend for the year 2013 amounted to €1,993 million corresponding to €0.55 per share, as resolved by the Board of Directors on September 19, 2013, in accordance with Article 2433-bis, paragraph 5 of the Italian Civil Code; the dividend was paid on September 26, 2013.

Distributable reserves

At December 31, 2013, Eni shareholders’ equity included distributable reserves of approximately €47,300 million.

Reconciliation of net profit and shareholders’ equity of the parent company Eni SpA to consolidated net profit and shareholders’ equity