FAQ

Shareholders may personally attend or may be represented by means of a written proxy (see Q&A "Whom and how the shareholder can confer proxy?") or proxy conferred in electronic form.

The right to vote may be exercised personally, by proxy or by mail.

If provided in the notice calling the Shareholders' Meeting, the right to vote may be exercised by electronic means.

In accordance with Article 11 of Law no. 21 of March 5, 2024, which extended the effectiveness of the measures contained in Art. 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020, ratified by Law no. 27 of April 24, 2020  to the Shareholders' Meetings held by 31 December 2024, participation in the Shareholders’ Meeting of May 15, 2024 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.

Yes. Eni provides for shareholders who are employees of the Company, and members of shareholders associations boards for communications and rooms to allow proxies collection.

In accordance with Article 11 of Law no. 21 of March 5, 2024, which extended the effectiveness of the measures contained in Art. 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020, ratified by Law no. 27 of April 24, 2020   to the Shareholders' Meetings held by 31 December 2024, participation in the Shareholders’ Meeting of May 15, 2024 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.

The Shareholders' Representative designated by the Company is the subject to whom shareholders may confer the proxy free of charge, with voting instructions on all or part of the proposals in the agenda by the end of the second trading day prior to the date for Shareholders' Meeting on first or single call (the precise deadline is indicated in the notice calling the Shareholders' Meeting).

The proxy to the Shareholders' Representative, which is free of charge for the shareholders, is disciplined in Article 14.5 of Eni's By-laws and in Article 135-undecies of Consolidated Law on Financial Intermediation.

The name and the relative contacts of the Shareholders' Representative are indicated in the notice calling the Shareholders' Meeting.

Further information can be found in Eni's website.

In accordance with Article 11 of Law no. 21 of March 5, 2024, which extended the effectiveness of the measures contained in Art. 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020, ratified by Law no. 27 of April 24, 2020 to the Shareholders' Meetings held by 31 December 2024, participation in the Shareholders’ Meeting of May 15, 2024 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.

The proxy to the Shareholders’ representative designated by the Company pursuant to Article 135-undecies of Consolidated Law on Financial Intermediation is conferred by signing the related proxy form, of which Consob established the content. The conferral of proxy is free of charge for the shareholder. The proxy must be conferred within the end of the second trading day prior to the date of the Shareholders' Meeting on first or single call (the precise deadline is indicated in the notice calling the Meeting) and it shall not be valid for proposals for which no voting instructions have been provided. The proxy and related voting instructions can be revoked within the above-mentioned deadline.

In accordance with Article 11 of Law no. 21 of March 5, 2024, which extended the effectiveness of the measures contained in Art. 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020, ratified by Law no. 27 of April 24, 2020 to the Shareholders' Meetings held by 31 December 2024, the Shareholders’ Representative designated by the Company may also be granted ordinary proxies or sub-proxies pursuant to Article 135-novies of Consolidated Law on Financial Intermediation, by those who have the right to vote, under terms and conditions indicated in the notice calling the meeting.

The proxy forms are available in Eni's website at the page dedicated to the Shareholders’ Meeting and at Eni's registered office.

Yes. It is possible to revoke the proxy and the related voting instructions given to the Shareholders’ representative designated by the Company pursuant to Article 135-undecies of Consolidated Law on Financial Intermediation within the end of the second trading day prior to the Shareholders' Meeting on first or single call. The precise deadline is indicated in the notice calling the Shareholders' Meeting.

Those entitled to vote (see Q&A "Who is legitimate to attend and vote at the Shareholders' Meeting and what should be done to attend the Shareholders' Meeting?") may confer proxy pursuant to Article 135-novies of Consolidated Law on Financial Intermediation, in writing or in electronic form in the manner set forth by current laws.

In accordance with Article 11 of Law no. 21 of March 5, 2024, which extended the effectiveness of the measures contained in Art. 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020, ratified by Law no. 27 of April 24, 2020 to the Shareholders' Meetings held by 31 December 2024, the Shareholders’ Representative designated by the Company may also be granted proxies or sub-proxies pursuant to Article 135-novies of Consolidated Law on Financial Intermediation, by those who have the right to vote, under terms and conditions indicated in the notice calling the meeting.

The proxy may be notified to the Company:

1.  by certified email to the following address: corporate_sesocorp@pec.eni.com, or
2. through the appropriate section of the Company's website, according to the procedures specified therein.

Yes. The proxy and the related voting instructions pursuant to Article 135-novies given to the Shareholders’ representative designated by the Company of Consolidated Law on Financial Intermediation can be revoked at any time.

According to the current legislation the minutes are available at Eni’s website within 30 days from the Shareholders' Meeting date.

Within 5 days from the Shareholders' Meeting date a summary report of the votes containing the number and the percentage of shares represented at the Shareholders' Meeting on which a vote was expressed shall be made available on the Eni's website.

Minutes of Shareholders' Meetings are available on the Eni's website in the Corporate Governance/Shareholders' Meeting section. The minutes include the results of votes, provided as attachments.

The ordinary Shareholders' Meeting is called at least once a year, within 180 days of the end of the Company financial year, to approve the financial statements, since the Company is required to draw up consolidate financial statements.

Anyway, within 120 days as of the end of the preceding financial year, Eni shall make available the Annual Report, containing the draft separate and consolidated financial statements, where appropriate, the Directors' report.

The Minister of economy and finance holds directly 4.797% and indirectly, through Cassa Depositi e Prestiti SpA, another 28.503% of the Company's share capital.

The notice calling the Shareholders' Meeting is published on the Company website, sent to Borsa Italiana S.p.A., to the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it - and published in extract in at least one newspaper (usually the newspapers are “Il Sole 24 Ore” and "Financial Times”).

Terms for the publication of the notice calling the Shareholders' Meeting vary according to the items submitted to discussion and deliberation of the Shareholders' Meeting.

In particular, for the approval of the financial statements and in general, in all cases for which a different term is not provided, the notice is published within 30 days prior to the date of the Shareholders' Meeting. If the Shareholders' Meeting is called to appoint the members of Board of Directors and of Board of Statutory Auditors, the notice is published 40 days prior to the date of the Shareholders' Meeting.

If the Shareholders' Meeting is called to authorize the Board of Directors to undertake any action or operation in order to frustrate the public offer to buy the notice is published 15 days prior to the date of the Shareholders' Meeting.

The Shareholders’ Meeting (ordinary and extraordinary) is normally held on single call, as provided for by Eni’s By-laws. Nevertheless, the Board of Directors may, if deemed necessary, establish that both the ordinary and the extraordinary Shareholders’ Meetings shall be held after more than one call.

In the case Shareholders’ Meeting (ordinary and extraordinary) held after more than one call, please note that different calls differ with reference to percentage of capital required to establish the meeting as well as majorities required: the resolutions in first, second or third call must be passed with the majorities required by law in each case.

In the notice calling the Shareholders' Meeting it is explicitly stated if the Shareholders' Meeting will be held on single call or following more than one call.

With regard to Eni's shareholder structure and if more than one call is provided, the ordinary Shareholders' Meeting is normally held on second calling and the Extraordinary Meetings on third calling.

The reports of the Board of Directors are available to the public at the Company's registered office, at the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it - as well as on the Company's website (www.eni.com or at Borsa Italiana website (www.borsaitaliana.it) within the deadline for the publication of the notice calling the Meeting (see Q&A "Where and when is the notice of Shareholders' Meetings published?") envisaged by virtue of each of the items on the agenda. Reports prepared pursuant to other applicable law are made available to the public in the terms set forth in the same law: a relevant case is represented by the approval of financial statements, as the related deadline for publication is reduced to 21 clear days prior to the Shareholders' Meeting.

To view the documentation on the items on the agenda of Shareholders' Meeting you shall consult Eni's website (www.eni.com), Borsa Italiana website (www.borsaitaliana.it), as well as the website pertaining to the centralized storage device authorized by Consob called "1Info" (www.1info.it) or you shall come to Eni's registered office. The documentation may be consulted at the registered office only if so permitted by applicable regulations.

However, it's possible to receive information by sending an e-mail to segreteriasocietaria.azionisti@eni.com or call the toll-free number 800940924 [from outside Italy: +800 1122 3456].

Yes. The Directors must call the Shareholders' Meeting when it is requested by shareholders representing at least 5% of the share capital.

However, calling a Shareholders' Meeting upon request of shareholders' cannot be made for the matters upon which, according to law, the Shareholders' Meeting will resolve on the basis of a project or report of the Board of Directors (es. financial statements).

The shareholders who request a meeting to be called must prepare a report on the proposals relating to the items to be discussed.

The Board of Directors shall make the report available to the public, together with its own evaluation, if any, at the Company's registered office, on the Company's website, at the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it  as well as on Borsa Italiana (www.borsaitaliana.it), at the time the notice calling the Meeting is published.

Yes. Shareholders who severally or jointly represent at least 2.5% of the Company’s share capital may ask for items to be added to the agenda by submitting a request within 10 days of publication of the notice calling the Meeting, unless a different term is provided for by law, specifying the additional proposed items in their request or presenting proposed resolutions on items already on the agenda. Matters upon which, according to law, the Shareholders’ Meeting must resolve upon a proposal of the Board of Directors or on the basis of a project or report of the directors other than the report on the items in the agenda, may not be added to the agenda.

Requests, together with the statement provided by the authorized intermediary attesting ownership of the shares, are submitted in writing, by mail or electronically in the manners provided for in the notice calling the Meeting. The requesting or proposing shareholders shall send, by the final deadline for the submission of requests for additions to the agenda or of proposed resolutions, a report to the Board of Directors, explaining the reasons for the addition or the proposed resolution. The Board of Directors shall make the report available to the public, together with its own eventual evaluations, if any, at the same time as the publication of the notice of the additions to the agenda or of the presentation of proposed resolutions on the Company's registered office and website, at the centralized storage device authorized by Consob called "1Info" - which can be consulted on the website www.1info.it - as well as on Borsa Italiana website. The Board of Directors shall give notice of the additions to the agenda or the proposed resolutions approved in the same manner for the publication of the notice calling the at least 15 days before the date set for the Shareholders’ Meeting, unless a different term is required by law. The proposed resolutions on items already on the agenda are made available to the public at the Company’s registered office, on Eni’s website and with the other means provided by Consob with its regulations, simultaneous with publication of the announcement of their presentation. In any case, the proposed resolutions may be presented individually at the Shareholders' Meeting by persons entitled to vote.

With reference to Shareholders’ Meeting of May 15, 2024 to be held  exclusively through the Shareholders’ Representative pursuant to Article 11 of Law no. 21 of March 5, 2024, extending the measures of  Art. 106, paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020, ratified by Law no. 27 of April 24, 2020 to the Shareholders’ Meetings held by December 31, 2024, the terms and conditions for asking the addition of items to the agenda or for presenting proposed resolutions on items already in agenda are provided for by the notice calling the meeting.

With regard to Shareholders’ Meeting attendance and voting, the so-called “record date” mechanism applies (Art. 13.2 of the By-laws), which establishes that the right to participate in a Meeting and vote must be certified by a statement submitted by an authorised intermediary on the basis of its accounting records to the Company on behalf of the person entitled to vote.

This statement shall be submitted on the basis of the balances recorded at the end of the seventh trading day prior to the date of the Shareholders’ Meeting. Credit or debit records in the intermediary’s accounts after this date have no effect in terms of legitimizing the exercise of voting rights in the Shareholders’ Meeting.

The Company must receive the statements submitted by the intermediary by the end of the third trading day prior to the date set for the Shareholders’ Meeting, or by the date established by Consob regulations, in agreement with the Bank of Italy, without prejudice to legitimate attendance and the right to vote in the event that the certifications reach the Company after the deadline, provided that it reaches the Company by the start of the Shareholders’ Meeting at each call.

The owners of ADRs, listed on the New York Stock Exchange, with each ADR representing two Eni ordinary shares, who are recorded in the Eni ADRs register of Citibank N.A, the ADR Depositary as at the date indicated in the notice calling the Meeting, shall be entitled to exercise of their voting rights in accordance with the deposit and registration requirements contained in the “ADR Deposit Agreement”, without prejudice to the provisions of the notice calling the Meeting. In accordance with 11 of Law no. 21 of March 5, 2024, extending the measures of  Art. 106 , paragraph 4, second sentence, of Decree Law no. 18 of March 17, 2020, ratified by Law no. 27 of April 24, 2020 to the Shareholders’ Meetings held by December 31, 2024, participation in the Shareholders’ Meeting of May 15, 2024 shall take place solely through the Shareholders’ representative designated by the Company under terms and conditions indicated in the notice calling the meeting.

The record date mechanism was introduced in the Italian system in 2010 and it is provided in Article 13.2 of Eni's By-laws.

This mechanism identifies one of the conditions for entitlement to attend and vote in the Shareholders' Meeting, as it identifies the moment in which the subject requesting to attend the Shareholders' Meeting has to hold Eni' shares. The entitlement to attend and vote at the Shareholders' Meeting is, in fact, attributed to those who hold shares on the seventh trading day prior the date of the Shareholders' Meeting and who communicate their intention to attend and vote at the Shareholders' Meeting by means of an authorized intermediary.

Credit and debit records entered on accounts after this deadline shall not be considered for the purpose of legitimizing the exercise of voting rights at the Shareholders' Meeting.

Since 1st January 1999 listed shares no longer exist in certificated non dematerialized form as they are recorded in an electronic centralized system managed by Monte Titoli [1]; all rights attached to the shares are guaranteed by records held by the banks and brokers (intermediaries) where investors have deposited their shares.

[1] Monte Titoli SpA: company for the custody and centralized administration of listed financial instruments.

In order to attend Shareholders Meetings and to receive dividends, those holding shares not yet in dematerialized form, shall first deliver these shares to an authorized intermediary, who will have them dematerialized in the central depository system, and shall then request the above-mentioned statement of attendance.

Banks – brokers.

The Directors shall be appointed for a period of up to three financial years; this term shall lapse on the date of the Shareholders’ Meeting convened to approve the financial statements for their last year in office. They may be re-elected.

For the Board of Directors appointed by the Shareholders’ Meeting held on 10 May 2023, the Shareholders’ Meeting determined the mandate to last three financial years, until the Shareholders’ Meeting called to approve 2025 Financial Statements.

Eni’s By-laws foresees a Board of Directors comprising a minimum of 3 and a maximum of 9 members. The Shareholders' Meeting of 10 May 2023 established the number of Directors at 9.

The Directors are nominated through the slate voting system as indicated by Art. 17 of Eni’s By-laws. The slate voting procedure shall apply only to the election of the entire Board of Directors. If, during the year, the office of one or more Directors should be vacated, he/she shall be replaced by the others Directors, with resolution approved by the Board of Statutory Auditors, provided that the majority is still made up of Directors appointed by the Shareholders’ Meeting. The Nomination Committee proposes candidates to serve as Directors to the Board of Directors, ensuring compliance with the requirements regarding the minimum number of independent Directors and the percentage reserved for the less represented gender. If a majority of Directors appointed by the Shareholders’ Meeting should vacate their offices the entire Board shall be considered to have resigned, and the Board shall promptly call a Shareholders’ Meeting to elect a new Board.

The Shareholders’ Meeting of 10 May 2023 appointed the following Directors:

Giuseppe Zafarana, Claudio Descalzi, Elisa Baroncini, Massimo Belcredi, Roberto Ciciani, Carolyn A. Dittmeier, Federica Seganti, Cristina Sgubin e Raphael Louis L. Vermeir.

Directors Belcredi, Dittmeier and Vermeir were appointed from the slate submitted by Italian and foreign Institutional Investors; Directors Zafarana, Descalzi, Baroncini, Ciciani, Seganti and Sgubin were appointed from the slate submitted by the Italian Ministry of economy and finance.

The same Shareholders’ Meeting appointed Giuseppe Zafarana as Chairman of the Board and, on 11 May 2023 the Board of Directors appointed Claudio Descalzi as Chief Executive Officer and General Director of the Company and Raphael Louis L. Vermeir as Lead Independent Director, in line with Recommendation n.13, letter c), of the Italian Corporate Governance Code.

From 1st January 2021 the Board Secretary and Board Counsel is Luca Franceschini.

The Board of Directors plays a prominent role in the Corporate Governance system of the Company. The Board of Directors appoints a Chief Executive Officer and delegates him all the powers for the administration of the Company with the exception of the powers that cannot be delegated pursuant to the current legislation and of those retained by the Board of Directors. The Board of Directors has lastly amended the powers reserved to itself on 11 May 2023. The powers of the Board of Directors are published on the Governance/Board of Directors’ section of Eni’s website.

The Board of Directors meets regularly with a fixed calendar.

The dates of the meetings called to examine and approve the economic and financial results are made available to the public within the financial calendar.

At its meeting of 11 May 2023, the Board of Director formed four internal Committees with preparatory, consultative and advisory functions: the Control and Risk Committee, the Remuneration Committee, the Nomination Committee and the Sustainability and Scenarios Committee.
The composition, appointment, operational procedures, duties, powers and resources of these Committees are governed by their own rules, approved by the Board (who lastly, on 16 December 2021, approved the Committee’s Rules), in compliance with the criteria outlined in the Corporate Governance Code. The BoD appoints and removes also the members and the Chairmen. Anyway, the three Eni Committees recommended by the Corporate Governance Code are composed of no fewer than three members and, in any case, fewer than the majority of the members of the Board.
In carrying out its duties, the Committees may access the information and Company functions necessary to perform their duties and can avail themselves of external consultants. The engagement of external consultants will take place, in agreement with the Board, in the event that the Committees assess it is not appropriate to exclusively rely on the support of the corporate functions due to the nature of the matter, or it is appropriate to have independent external support on the solutions that the Company intends to adopt. They are also provided with the financial resources necessary to perform their duties, within the budget approved by the Board. Minutes of all Committees meetings are usually drafted by the respective secretaries. Board Secretary and Board Counsel coordinates Secretaries of the Committees.

On 11 May 203, the Board appointed the members of the Committees and their Chairman:

• Control and Risk Committee: Raphael Louis L. Vermeir (Chairman), Carolyn Adele Dittmeier, Federica Seganti and Cristina Sgubin.
• Remuneration Committee: Massimo Belcredi (Chairman), Cristina Sgubin and Raphael Louis L. Vermeir.
• Nomination Committee: Carolyn Adele Dittmeier (Chairman), Elisa Baroncini and Massimo Belcredi.
• Sustainability and Scenarios Committee: Federica Seganti (Chairman), Elisa Baroncini and Roberto Ciciani.

The expiring Board of Directors and shareholders with at least 1% of the share capital, or the different extent fixed by Consob with its regulation (most recently set by Consob with a resolution dated January 31, 2024, as a percentage of 0.5% of Eni's share capital). Please, note that the expiring Board of Directors did not propose a list of candidates.

To ensure broad representation, not only for the main shareholders but also for minority shareholders. The voting list was introduced in Eni By-Laws pursuant to the Article 4 of the Decree N° 332/1994 as converted by Law N° 474/1994.

Yes, the Chairman is nominated by the Shareholders' Meeting pursuant to Article 18 of the By-Laws. If the Shareholders' Meeting has not appointed a Chairman, the Board of the Directors will elect the Chairman.

No. Pursuant to article 24 of the By-laws, the Board of Directors may delegate its powers to one of its members. The Board may also establish internal Committees, having preparatory, consultative and advisory functions.

The Board is called upon to approve the economic and financial data contained in the company's consolidated annual, half-yearly and quarterly reports and in the consolidated quarterly financial results. 

Yes, dates are communicated to Borsa Italiana by 30 January of each year. The calendar is also published in the Investors section of Eni’s website.

Both the provisions of Laws (Article 147-ter of the Legislative Decree N° 58/1998 cd. Consolidated Law on Finance) and principles of the Italian Corporate Governance Code, which Eni adopted, contain the definition of Independent Director.

To make a synthesis, a Director is considered independent if he/she has not, or has not had recently, directly or indirectly, a significant commercial, financial or professional relationship with the Company, or any of its representatives.

Failure to satisfy the requirement of independence shall result in disqualification from the position. Article 17 of the By-Laws set that at least 1 Board member, if the Board members are no more than 5, or at least 3 Board members if the Board members are more than 5, shall have the independence requirements set for the Board of Statutory Auditors members of listed companies.

The Board after the appointment and periodically, following examination of the Nomination Committee, evaluates the independence of Directors, both on the basis of criteria defined by the Consolidated Law on Finance and on the basis of the requirements of the Corporate Governance Code.

The Board of Statutory Auditors verifies the fair application of the criteria and procedures adopted by the Board to evaluate the independence of its members.

Assessment results are communicated to the market immediately after the appointment through a specific press release and, later, in the corporate governance report.

The Board of Statutory Auditors is made up of 5 Standing Statutory Auditors and 2 alternate Statutory Auditors.

 On May 10, 2023, the Shareholders' Meeting appointed Eni’s Board of Statutory Auditors, for three financial years, up to the date of the Shareholders' Meeting who will be called to approve the financial statements for the year ending 31 December 2025, consisting of:

Rosalba Casiraghi (Chairman of the Board of Statutory Auditors), Enrico Maria Bignami (Standing Statutory Auditor) and Giovanna Villa (Alternate Statutory Auditor), appointed from the slate submitted by Italian and foreign Institutional Investors (the “minority slate”), Marcella Caradonna (Standing Statutory Auditor), Giulio Palazzo (Standing Statutory Auditor), Andrea Parolini (Standing Statutory Auditor) and Giulia De Martino (Alternate Statutory Auditor), appointed from the slate submitted by the shareholder Italian Ministry of Economy and Finance (the “majority slate”). 

By slate voting system, pursuant to Article 28.2 of the By-Laws.

Pursuant to Article 28.2 of the By-Laws, the Shareholders’ Meeting appoints the Chairman of the Board of Statutory Auditors among the standing Statutory Auditors drawn out from the candidate slates other than that which received the majority of votes.

In accordance with current legislation on gender balance, two standing auditors belong to the less represented gender.

Shareholders who, severally or jointly, represent at least 1% of the share capital or any other threshold established by Consob regulations shall be entitled to submit a slate.

To ensure the representation of all shareholders (relevant and minority shareholders).

The slate voting system was introduced in Eni By-Laws pursuant to the Article 4 of the Decree N° 332/1994 as converted by Law N° 474/1994.

The mandate for Statutory Auditors is 3 financial years; lapsing at the date of the Shareholders' Meeting called to approve the financial statements of the last financial year of their office. Statutory Auditors may be re-elected.

The Board of Statutory Auditors pursuant to the Consolidated Law on Financial Intermediation, monitors:

• compliance with the law and the By-Laws;
• observance of the principles of sound administration;
• the appropriateness of the Company's organizational structure for matters within the scope of the Board's authority, the adequacy of the internal control system and the administrative and accounting system and the reliability of the latter in accurately representing operations;
• the procedures for implementing the corporate governance rules provided for in the Corporate Governance Code, with which the Company complies;
• the adequacy of the instructions imparted by the Company to its subsidiaries in order to guarantee full compliance with legal reporting requirements.

In addition, pursuant to Article 19 of Legislative Decree No. 39/2010, the Board of Statutory Auditors in its role as the "Internal Control and Financial Auditing Committee" is responsible for:

1. informing the Board of Directors of the outcome of the statutory audit and provide it with the report prepared by the audit firm (the so-called additional report), along with its own comments;
2. monitoring the financial reporting process and submit recommendations or proposals to ensure its integrity;
3. monitoring the effectiveness of the company’s internal quality control and risk management systems and its internal audit, regarding Eni’s financial reporting, without breaching its independence;
4. monitoring the statutory audit of the annual and consolidated financial statements, taking into account any findings and conclusions by Consob;
5. reviewing and monitoring the independence of the audit firm, in particular the appropriateness of the provision of non-audit services;
6. being responsible for the procedure for the selection of auditors or of the audit firm and recommend to the Shareholders’ Meeting the auditors or the audit firms to be appointed.

In accordance with Art. 153 of the Consolidated Law on Financial Intermediation, the Board of Statutory Auditors presents the results of its supervisory activity to the Shareholders’ Meeting in a report that accompanies the financial statements.

In the report, the Board of Statutory also discusses its monitoring of Eni’s procedures for compliance with the principles set out by Consob concerning related parties, as well as their comments based upon information received.

On March 22, 2005, the Board of Directors, electing the exemption granted by the Securities and Exchange Commission (SEC) to foreign issuers of securities listed on regulated US markets, designated the Board of Statutory Auditors as the body that, as from June 1, 2005, performs, to the extent permitted under Italian regulations, the functions attributed to the “Audit Committee” of foreign issuers by the Sarbanes-Oxley Act and SEC rules.

On June 15, 2005, the Board of Statutory Auditors approved internal rules governing its performance of the duties assigned to it under that US legislation. The text, subsequently updated following regulatory and organizational innovations of the rules is available on Eni’s website.

The Shareholders’ Meeting determines the remuneration of the Chairwoman and other members of the Board of Directors as well as the remuneration of the members of the Board of Statutory Auditors, at the time they are appointed and for the entire duration of their term; the Board of Directors determines the remuneration of the Directors with delegated powers and of those who participate in Board Committees, after examining the opinion of the Board of Statutory Auditors. In line with Eni’s corporate governance system, the Board is responsible for approving, within the Remuneration Policy described in the first section of the Report on Remuneration Policy and remuneration paid (the “Report”), the recommendations and general criteria for remunerating members of the Board of Statutory Auditors and Managers with strategic responsibilities. The Report is published and available on the Company's website.

 The Committee assists the Board of Directors with preparatory, consultative and advisory functions in accordance with the By-laws and the Corporate Governance Code, in particular with regard to:

• submits the Remuneration Report and in particular the Remuneration Policy for Directors and Managers with strategic responsibilities to the Board of Directors for approval, prior to its presentation at the Shareholders’ Meeting called to approve the year’s financial statements, in accordance with the time limits set by applicable law;
• presents proposals and expresses opinions for the remuneration of the Chairman and the Chief Executive Officer;
• presents proposals and expresses opinions for the remuneration members of the Board Committees;
• having examined the Chief Executive Officer’s indications, presents proposals for general criteria for the remuneration of Managers with strategic responsibilities; annual and long-term incentive plans, including equity-based plans; establishing performance targets and assessing performance against them, in connection with the determination of the variable portion of the remuneration for Directors with delegated powers and with the implementation of the approved incentive plans;
• periodically evaluates the adequacy, overall consistency and actual implementation of the adopted Policy and assesses, in particular, the actual achievement of performance objectives, formulating proposals on the matter to the Board;
• examines and monitors the results of the engagement activities carried out in support of Eni Remuneration Policy, within the terms set forth in the engagement policy approved by the Board;

Eni’s Remuneration Policy is consistent with the governance model adopted by the Company and the recommendations of the Italian Corporate Governance Code, in particular providing that the remuneration of Directors, members of the Board of Statutory Auditors, General managers and Managers with strategic responsibilities is functional to the pursuit of the sustainable success of the Company and reflects the need to attract, motivate and retain individuals of high professional and managerial standing as required by the role assigned in the Company.

Eni’s Remuneration Policy contributes to achieving the Company’s mission by:

• promoting actions and behaviours reflecting the Company’s values and culture, consistent with the principles of plurality, equal opportunity, enhancement of individuals’ knowledge and skills, fairness integrity and non-discrimination, as described in the Code of Ethics and Eni Policy "Our People", in line with the objectives of the United Nations and according to the principle of “equal pay for equal work”;
• enhancement of roles and responsibilities, results, and the quality of professional contribution, with fair references based on the role and able to support a decent standard of living, higher than the legal or contractual minimums in force, as well as the minimum wages of local markets.

Yes, starting from 2020, Eni's shareholders will be called to express a binding vote on the Remuneration Policy described in the first section of the Report, in compliance with the regulatory changes introduced with the transposition of the second European Shareholders' Rights Directive (Directive (EU) No. 828/17, so-called “SRD II”). As shareholders they will also be called on to cast an advisory vote on the second section of the Report, illustrating the implementation of the current policy and the remuneration paid to Eni’s Directors, Statutory Auditors and other Managers.

The Policy proposed by the Board of Directors, upon proposal of the Remuneration Committee, for 2024 will be submitted for approval to the shareholders' meeting on May 15, 2024.

Yes, the pay-mix of CEO is characterized by a significant variable component, equal, to 70% of the total remuneration, subject to achievement, at target level, of predetermined performance measures, whit greater weight to the long-term component.

The Policy defined for 2024 provide for the maintenance, in the Short and Long-Term Incentive Plans (STI and Share-based LTI Plans) of an objective of sustainability:

• the IBT plan provides a goal of "environmental sustainability and human capital" (25%), in terms of Upstream GHG net emissions Scope 1 and 2 equity (12.5%) and Severity Incident Rate (12.5%), as well as an objective on the "operating results” (25%), specifically in terms of incremental installed capacity of renewables (12.5%);
• the ILT plan provides a specific goal on environmental sustainability and energy transition (with an overall weight of 35%), made up of targets related to decarbonization, energy transition and circular economy.

Yes, the adoption, with specific rules approved by the Board of Directors, acting on a proposal of the Remuneration Committee, of mechanisms that, on conditions determined and expressly referred to in the Plan Regulations, provide for:

• the restitution of the variable component of remuneration, if already paid and/or granted (clawback);
• the withholding/withdrawal of the variable components of remuneration, already vested but not yet paid and/or granted (malus).

These mechanisms shall apply in cases when the incentives (or the rights thereto) have vested based on data that subsequently proved to be manifestly misstated or in cases of willful alteration of the same data.

The same mechanisms shall apply in cases of termination for disciplinary reasons, including serious and intentional violations of law and/or regulations, the Code of Ethics or Company rules, without prejudice to any action allowed under law for the protection of the Company’s interests.

The Policy provides that the activation of recoupment claims (or withdrawal of incentives awarded but not yet paid) must take place, once appropriate verification has been completed, within three years of payment (or award) in cases of error, and within five years in cases of deliberate intent to defraud.

The Regulation has been updated, using the terms requested in the recent SEC/NYSE regulation, for cases of “accounting restatement”.

Yes, the information on the compensation paid to the CEO and other Directors, to Statutory Auditors, to Chief operating Officers and, in aggregate form, to other Managers with strategic responsibilities are contained in the Report on Remuneration Policy and remuneration paid available on the website of the Company.

A copy of the report can be requested via email to segreteriasocietaria.azionisti@eni.com or by fax to + 39 (0) 659 8222 33 or by calling toll-free to shareholders 800 940 924, from abroad: 800 112 234 56, after entering the prefix international access code.