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Rome, 3 April 2025 - Eni's Board of Directors, chaired by Giuseppe Zafarana, has resolved to submit a proposal to the Shareholders' Meeting of 14 May 2025, called in ordinary session, to authorize the purchase of treasury shares (the "new buyback Program") for a period up to the end of April 2026 aimed at remunerating shareholders.
As illustrated in the 2025-2028 Strategic Plan (the “Plan”), presented to the market on February 27, 2025, Eni intends to distribute between 35%-40% of annual Cash Flow From Operations (“CFFO”) in terms of dividend and share buyback. In upside scenarios of the CFFO compared to the amount foreseen in the Plan, up to 60% of the additional cash will be applied to buyback.
In line with the Plan, Eni therefore intends to launch the new buyback Program in 2025 for an amount of €1.5 billion. This amount may be increased up to a total maximum of €3.5 billion, in case of upside scenarios of the CFFO as described above.
The maximum amount of shares that can be purchased under the program is no. 315 millions of shares (approximately 10% of Eni's share capital).
Purchases made under the new buyback Program will be made at a price identified in compliance with regulatory requirements and accepted market practices in force from time to time. This price may not deviate downward or upward by more than 10% from the official price recorded by Eni S.p.A. stock in the session of the Euronext Milan market, organized and managed by Borsa Italiana S.p.A., on the day preceding each individual transaction.
Purchases may be made:
- on regulated markets in accordance with operating procedures established in the regulations for the organization and management of those markets;
- in the way established by the market practices permitted by Consob pursuant to Article 13 of Regulation (EU) No. 596/2014 (if applicable);
- under the conditions set forth in Article 5 of Regulation (EU) No. 596/2014.
The Board of Directors has also resolved to submit a proposal to the Shareholders' Meeting, called in extraordinary session, to cancel the treasury shares to be purchased under the new buyback Program (maximum no. 315 millions of treasury shares). This cancellation will be carried out by the Board of Directors without reducing the share capital, in view of the absence of the par value of Eni's shares, by July 2026, in one or more acts, even before the maximum number of shares authorized by the Shareholders' Meeting has been purchased.
The documentation relating to the Shareholders' Meeting will be made available to the public within the terms and in the way provided for by current regulations, including through publication on the Company's website.
As of today's date, Eni holds no. 91,610,327 treasury shares equal to approximately 2.9% of the share capital. Eni's subsidiaries do not hold shares in the Company.
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