Eni S p A : Minutes of the Shareholders’ Meeting 2023

The Italian text prevails over the English translation
Index 87479	Deed 25491

MINUTES OF THE ORDINARY AND EXTRAORDINARY

SHAREHOLDERS' MEETING OF

"Eni S.p.A."

HELD ON MAY 10, 2023

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THE ITALIAN REPUBLIC

		* * * * *
On this		nineteen	of	the month	of
May		of the year two thousand twenty-three in
Rome,	Via	delle	Quattro	Fontane	n.
161,

Appearing before me PAOLO CASTELLINI, Notary, registered with the Unified Notary District of Rome, Velletri and Civitavecchia, with office at Via Orazio no. 31

is:

• LUCIA CALVOSA, born in Rome on June 26, 1961, domiciled for the purposes of the position in Rome, Piazzale Enrico Mattei no. 1.
  Ms Calvosa, whose identity and position I have confirmed, has asked me to prepare, in accordance with Article 2375 of the Italian Civil Code, the minutes to the Ordinary and Extraordinary Meeting of the Shareholders of "Eni S.p.A.", registered office in Rome at Piazzale Enrico Mattei no. 1,

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with share capital of €4,005,358,876.00, fully paid up, listed in the Company Register of Rome, taxpayer ID no.00484960588, R.E.A. no. RM- 756453, certified email address [e-mail], held on May 10, 2023 in Rome, Piazzale Enrico Mattei no. 1 from 10:02 to 11:32 am, that she chaired in her capacity as Chairwoman of the Board of Directors. These minutes are recorded in my File no. Rep. 87438/25477, dated May 10, 2023, registered with the Revenue Agency - Rome Territorial Office no. 1

on 18 May 2023no. 13812 series 1T.

Therefore, I, the Notary, report as follows:

"On this tenth day of the month of May, two thousand twenty-three in Rome, Piazzale Enrico Mattei no. 1, at 10:02.

At the request of:

- "Eni S.p.A.", having its registered office in Rome at Piazzale Enrico Mattei no. 1, with share capital of €4,005,358,876.00, fully paid up, R.E.A. no. RM-756453, listed in the Company Register of Rome, taxpayer ID no. 00484960588, certified email address [e-mail]. (hereinafter also "Eni" or the "Company").

I, PAOLO CASTELLINI, Notary, registered with the Unified Notary District of Rome, Velletri and Civitavecchia, with my office at Via Orazio no. 31, Rome, for the purposes of preparing the minutes have come on this day, May 10, 2023 to Piazzale Enrico Mattei no. 1, Rome to attend the Ordinary and Extraordinary Meeting of the Shareholders of the Company, called for today at the aforementioned location at 10:02 a.m. to discuss and resolve on the following

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AGENDA

(ordinary part)

1. Eni financial statements at December 31, 2022. Related resolutions. Eni consolidated financial statements at December 31, 2022. Reports of the Directors, of the Board of Statutory Auditors and of the audit firm
2. Allocation of net profit.
3. Determination of the number of members of the Board of Directors.
4. Determination of the Directors' term of office.
5. Appointment of the Directors.
6. Appointment of the Chairman of the Board of Directors.
7. Determination of the remuneration of the Chairman of the Board of Directors and of the Directors.
8. Appointment of the Statutory Auditors.
9. Appointment of the Chairman of the Board of Statutory Auditors.
10. Determination of the remuneration of the Chairman of the Board of Statutory Auditors and of the standing Statutory Auditors.
11. Long-termIncentive Plan (2023-2025) and disposal of Eni treasury shares to serve the plan.
12. Remuneration report (Section I): policy on remuneration for the 2023- 2026 term.
13. Remuneration report (Section II): remuneration paid in 2022.
14. Authorisation to purchase treasury shares; Related and consequent resolutions.
15. Use of available reserves for the distribution of the 2023 dividend.

(extraordinary part)

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1. Reduction and use of the reserve pursuant to Law 342/2000 for and in place of the 2023 dividend.
2. Cancellation of Eni treasury shares, without reduction of the share capital, amendment of Article 5.1 of the By-laws; related and consequent resolutions.
3. Cancellation of any treasury shares to be purchased under the terms of the authorisation pursuant to item 14 of the agenda of the ordinary part, without reduction of the share capital and consequent amendment of Article

1. of the By-laws; related and consequent resolutions.
2. • * * *

Entering the meeting hall, I note that LUCIA CALVOSA, born in Rome on June 26, 1961, domiciled for the purposes of her position in Rome at Piazzale Enrico Mattei no. 1, Chairwoman of the Board of Directors of the Company, is present and that, by virtue of her position and pursuant to Article 15.1 of the By-laws, will be chairing today's Meeting, held in Rome, Piazzale Enrico Mattei no. 1.

I, the Notary, confirm the identity and position of LUCIA CALVOSA.

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Ms Calvosa asks me to prepare the minutes of today's Meeting, in accordance with Article. 2371, paragraph 2, of the Italian Civil Code and Article 5.1 of the Meeting Rules.

The Chairwoman announces that, pursuant to Article 106, paragraph 4, of Decree-law no. 18 of March 17, 2020, containing "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19

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epidemiological emergency," as ratified with Law no. 27/2020 ("Decreto Cura Italia") and to Decree-law no. 198 of December 29, 2022, ratified with Law no. 14 of February 24, 2023, which extended the effectiveness of the measures of the aforementioned Art. 106, Shareholders can participate in Meetings held by July 31, 2023, only by means of a proxy granted to a Shareholders' Representative pursuant to Article 135-undecies of Legislative decree no. 58 of February 24 1998 (Consolidated Law on Financial Intermediation or TUF), ("the Shareholders' Representative"), indicated by the Company in the Trevisan & Associati law firm, as the subject to whom the Shareholders were able to grant their proxy free of charge, with voting instructions. Shareholders were able to grant proxies or sub-proxies to the aforementioned Shareholders' Representative also pursuant to Article 135-novies of the TUF.

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The Chairwoman notes that the contents of the minutes of the Shareholders' Meeting and its attachments are governed by the Civil Code and the Consob Issuers' Regulation ("Issuers' Regulation" or "RE").

In particular, Art. 2375 of the civil code, provides that the minutes must include a summary, at the request of the shareholders, of their declarations relevant to the items on the agenda.

The Issuers' Regulation (Annex 3 E) provides that the minutes of the shareholders' meeting should include "the summary of the interventions with indication of the names of those intervening, the answers given and any declarations commenting on the same". The answers, unless voting instructions to the Shareholders' Representative were explicitly and

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