Press Release - Eni: Resolutions of the Shareholders’ Meeting 2024

to authorise the Board of Directors - pursuant to and for the purposes of Art. 2357 of the Italian Civil Code - to proceed with the purchase of treasury shares of the Company, in multiple tranches, for a period up to the end of April 2025, for the purposes referred to in the Explanatory Report of the Board of Directors, within the terms and on the conditions set out below:
- the maximum number of shares to be purchased is equal to. 328,000,000 ordinary shares for a total outlay of up to € 3.5 billion, of which:
- up to a maximum of 321,600,000 shares for the purpose of remunerating Shareholders;
- up to a maximum of 6,400,000 shares allocated to serve the ESOP;

- the purchases must be carried out within the limits of distributable profit and available reserves as reported in the most recent regularly approved financial statements. Part of the available reserves or distributable profits will be restricted by attribution to a specific reserve as long as the treasury shares are in the portfolio;
- the purchases shall be made at a price to be determined on a case-by-case basis, having regard to the procedures selected to execute the transaction and in compliance with any regulatory requirements and current accepted market practices, if applicable, which shall not be more than 10% lower or greater than the official price registered by the Eni S.p.A.'s stock in the trading session of the Euronext Milan, organised and operated by Borsa Italiana S.p.A., on the day before each individual transaction;
- purchases of treasury shares shall be executed in such a manner as to ensure equal treatment of Shareholders and in compliance with any regulatory requirements and current accepted market practices and specifically:
- on regulated markets in accordance with the operating procedures established in the rules on the organisation and operation of the markets themselves, which do not permit the direct matching of bids with predetermined offers;
- with the procedures established by market practices accepted by Consob pursuant to Art. 13 of Regulation (EU) no. 596/2014, if applicable;
- under the conditions specified in Art. 5 of Regulation (EU) no. 596/2014, as specified in this proposed resolution;