Appointment of the Directors and Statutory Auditors

Pursuant to Articles 147-ter and 148 of the T.U.F. and Articles 17.3 and 28.2 of the By-laws, the Board of Directors and the Board of Statutory Auditors are appointed by the Shareholders' Meeting on the basis of lists submitted by the Shareholders (so-called list voting), in such lists the candidates must be listed in numerical order.

Only those Shareholders who – severally or jointly with other Shareholders – represent at least 0.5% of the share capital are entitled to submit lists.
Ownership of the minimum share needed to submit lists shall be determined by having regard to the shares registered to the shareholder on the day on which the lists are filed with the Company.
Related certification may also be submitted after the filing of the list, provided submission is within the 18:00 of April 8, 2011.

Pursuant to Article 17.3 of the By-laws, each shareholder may, severally or jointly, submit a single list. Controlling subjects, controlled companies by them and those under joint control cannot submit or participate in the submission of other lists, nor can they vote on them, even through intermediaries or trustees, controlled here meaning those companies referred to in Article 93 of the T.U.F.

Each candidate may stand on a single list, on penalty of non-electability.

Pursuant to Article 147-ter of the T.U.F. and Article 17.3 of Eni's By-laws, at least one Director, if there are no more than five Directors, or at least three Directors if there are more than five, shall satisfy the independence requirements set for the Board of Statutory Auditors members of listed companies.
The independent candidates shall be expressly indicated in each list.

All candidates to the office of Director or Statutory Auditor shall also satisfy the integrity requirements set forth by the applicable legislation.

Filing of the lists
Within April 4, 2011, the lists must be filed with the registered offices of the Company at the following address:

Eni S.p.A.
Segreteria Societaria
Piazzale Enrico Mattei, 1
00144 Roma – Italia

For further information on the filing of lists through remote communication means, please contact the Corporate Secretary's Office:

• at the e-mail address segreteriasocietaria.azionisti@eni.com;  or
• call the toll-free number (from Italy only) 800 940 924.

The following documents must be filed, on penalty of inadmissibility, with each list of candidates:

• Information relating to the identity of the shareholders who aver submitted the list specifying the overall percentage shareholding held
• A declaration from the shareholders other than those who, jointly or otherwise, possess a controlling or relative majority shareholding, certifying the absence of any relationships of affiliation with the latter pursuant to Article 144-quinquies of Issuers Regulation (Consob resolution No. 11971 of May 14, 1999 and subsequent amendments) specifying:
  • The lack of significant relations with the latter; or
  • The current relations, where significant, with the reasons for which such relations have been deemed not determinative for the existence of relationships of affiliation

• A detailed information on the personal traits and professional qualifications of the candidates
• statement of each candidate of acceptance of his/her nomination

Moreover, the lists of candidates to the office of Director must be filed, on penalty of inadmissibility, with a statement of the candidate certifying that causes for his/her ineligibility and incompatibility are non existing, and that he/she satisfies the integrity and, if any, independence requirement.
Lists of candidates to the office of Statutory Auditors must be filed with a statement of the candidate certifying that he/she satisfies the requirements under the law.

If, as at April 4, 2011, only one list has been submitted, or lists have only been submitted by shareholders who are affiliated to each other, further lists may be submitted up to April 7, 2011. In such event the ownership of the minimum share needed to submit lists shall be halved.

Properly presented lists will be made available to the public at the Eni's registered office and at Borsa Italiana S.p.A., as well as on Eni's website www.eni.com by April 8, 2011.