Eni SpA: Shareholders' Meeting approves 2005 financial statements

Rome, May 25 2006.  The Ordinary and Extraordinary Shareholders' Meeting of Eni S.p.A. held today resolved to:

approve the Financial Statements of Eni S.p.A at December 31, 2005 which show a net income of euro 5,287,660,333.55;

allocate euro 3,601,962,335.60 (representing Eni's residual net income following the payment, from the net income of euro 5,287,660,333.55, of an interim dividend of euro 0.45 per share resolved by the Board of Directors on September 21, 2005 and paid on October 27, 2005) as follows:

• to the payment of a dividend of euro 0.65 for each share outstanding on the ex-dividend date, Eni treasury shares on that date excluded. Following the payment of the 2005 interim dividend of 0.45 euro per share, the total 2005 dividend per share proposed amounts to euro 1.10;
• euro 179,800.00 to the Legal Reserve so that it totals one fifth of Eni's share capital;
• any amount left to the Distributable Reserve

pay said dividends from June 22, 2006, the ex-dividend date being June 19, 2006;

to authorise the extension of the buy-back programme. The Shareholders' Meeting has authorised the Board of Directors to extend the duration of the buy-back programme for a period of 18 months from the date of the Meeting, and to increase the amount of the programme from euro 5.4 billion to euro 7.4 billion. The buy-back programme was launched in September 2000 in execution of the Shareholders' resolution dated 6 June 2000, and represents an effective and flexible tool, allowing the management to increase shareholder value. The Board of Directors will be authorised to purchase up to 400,000,000 (four hundred million) Eni ordinary shares, with a nominal value of euro 1 per share, and representing 9.986% of Eni's share capital, at a price not inferior to the shares' nominal value, and which should not exceed by more than 5% the reference price of the shares on the day preceding each purchase, in compliance with the guidance and regulations of Borsa Italiana S.p.A.. As of 24 May 2006 304.9 million ordinary Eni shares were purchased, representing 7.6% of Eni's share capital, at a total cost of 4.8 billion euro, representing an average of euro 15.8 per share.

approve the 2006-2008 stock option plan;

insure Eni Directors and Statutory Auditors by means of a Directors' and Officers' Liability Policy – D&O;

approve the following changes to Eni's by-laws, which result principally from the implementation of Law no. 262/2005 (protection of private investors) and from the publication of the new Corporate Governance Code for companies listed on Borsa Italiana S.p.A.: (i) the possibility to convene shareholders' meetings through a notice to be published in national daily newspapers (art. 13.1) ; (ii) right for shareholders representing at least one fortieth (1/40) of Eni's share capital to request an integration in the agenda of shareholders' meetings (art. 13.1); (iii) declaration of compliance to the legal requirements of honorability and independence to be provided by the candidates to the office of director; periodical evaluation by the Board of Directors of the persistence of such requirements in at least one or three directors depending on whether the Board is composed of up to or more than five directors (art. 17.3);  (iv) clear indication of the duty of the Board of Directors to ascertain the honorability of General Managers (art. 24.1); (v) definition of the procedure for the appointment of the manager responsible for the preparation of financial reporting documents (art. 24.1); (vi) election of the Chairman of the Board of Statutory Auditors among the candidates of the minority list (art. 28.2); (vii) power to convene the Board of Directors by at least one statutory auditor and power to convene the shareholders' meeting by at least two statutory auditors (art. 28.4).

In compliance with current regulations, Eni informs that the following Directors serve on its Board: Roberto Poli – Chairman, Paolo Scaroni - Chief Executive Officer and General Manager, Alberto Clô, Renzo Costi, Dario Fruscio, Marco Pinto, Marco Reboa, Mario Resca, andPierluigi Scibetta – Members of the Board. The Board of Statutory Auditors includes: Paolo Andrea Colombo - Chairman, Luigi Biscozzi, Filippo Duodo, Riccardo Perotta, Giorgio Silva – Statutory Auditors.The following are General Managers of Eni: Stefano Cao – Exploration & Production, Domenico Dispenza – Gas & Power and Angelo Taraborrelli – Refining & Marketing. The following are Directors: Stefano Lucchini – Institutional Relations and Communications, Marco Mangiagalli – Chief Financial Officer, Massimo Mantovani – Legal Affairs, Leonardo Maugeri – Strategy and Corporate Development, Amedeo Santucci - Provisioning, Salvatore Sardo – Human Resources, Roberto Ulissi – Corporate Affairs and Governance;  Rita Marino is Head of Internal Audit and Raffaella Leone is the Executive Assistant to the Chief Executive Officer.               

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tel.: 0252051651 - fax:0252031929

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