Appointment

• The members and Chairman of the Board of Directors are appointed by the Shareholders’ Meeting.
• The Directors can not be appointed for a period of more than three financial years; their terms in office expire on the date of the Shareholders’ Meeting convened for the approval of the financial statements relative to the last year of their term. They may be re-elected.
• Directors may be revoked by the Shareholders’ Meeting at any time, without prejudice to their right to compensation for damages if they are revoked without just cause.
• The appointment of Directors is implemented by means of lists presented by shareholders (the so-called slatevoting system). Shareholders retain the right to present lists of candidates when – either alone or together with others – they represent at least 1% of Eni share capital or the different measure established by Consob regulation. Each shareholder may present (or contribute towards presenting) as well as vote for a single list.
• Ownership of the minimum investment necessary in order to present lists of candidates shall be determined with regard to shares registered in the name of the shareholder on the date on which the lists are filed with the Company (at least twenty-five days prior to the Shareholders'Meeting in single call or first call).
• Related certification may also be submitted after filing, provided submission is within the time limit established for publication of the lists by the Company (at least twenty-one days prior to the Shareholders' Meeting in single call or first call).
• The lists must specify the candidates possessing the independence pre-requisites.
• The lists must be filed within the registered office at least twenty-five days before the date of the the single call or the first call of the Shareholders' Meeting. The Company makes available the filed lists to the public at the registered office, on the web site and by other means established by Consob regulation at least twenty-one days prior to the Shareholders' Meeting in single or first call.
• During the Shareholders’ Meeting and following the implementation of the voting formalities, the appointment is implemented by drawing seven tenths of the Directors - in the progressive order in which they are listed - from the list which obtained a majority of votes; the remaining are drawn from other lists which are not connected in any manner, even indirectly, with the shareholders that presented or voted for the list which was first in number of votes.
• The By-laws provide for a procedure supplementing the one described above which ensures, in any case, the presence of the established minimum number of independent Directors of the Board.
• The slate voting system only applies in the case of renewal of the entire Board of Directors.In the case of appointment of Directors which were not elected with this method, for any reason, the Shareholders' Meeting deliberates with legal majorities so as to ensure, in any case, that the composition of the Board is compliant with the law and the By-laws.

In accordance with Article 6, paragraph 2, letter d) of the By-laws, the Ministry of the Economy and Finances - in agreement with the Minister of Economic Development - may also appoint a Director without voting rights.The Ministers did not avail themselves of this right.