Eni

AGM Information • May 12, 2023

Eni S.p.A.

Registered Office: Rome, Piazzale Enrico Mattei, 1 - Italy Company Share capital euro 4,005,358,876.00 fully paid up Rome Companies Register - Tax Identification Number 00484960588 VAT Number 00905811006, R.E.A. Rome No. 756453

Ordinary and Extraordinary Shareholders' Meeting Resolutions

Eni S.p.A. Ordinary and Extraordinary Shareholders' Meeting held on May 10, 2023, resolved: (ordinary part)

• ♦ to aprove the financial statements at December 31, 2022 of Eni S.p.A. which report a net profit amounting €5,403,018,87.887
• t to allocate the net polition to the analible reserve to set he number of the Directors and of the Circe of he Crection and of the Chaiman of the Board or appointed by thee financial year, with the expiring on the date of the opened to appove En S.p.A. 2025 francial salements and appint the Bard of Drecors and the Chairman the Boad The Directors are:
• Giuseppe Zafarana, Chairman(0)*;
• Claudio Descalzi, Director(0);
• Elisa Baroncini, Director(0)*;
• Massimo Belcredi, Director(2)*;
• Roberto Ciciani, Director(0);
• Carolyn Adele Dittmeier, Director(2)*;
• Federica Seganti, Director(0)*;
• Cristina Sgubin, Director(1)*;
• Raphael Louis L. Vermeir, Director(2)*.
• t to set he anual lemaneation of the Based and of the Other Directors at 90,000 eur pre-as, espectively in addition the entrace of the assignment;
• t to appint the Stationg Audios and the Baarders. The lem of office of the Soad of Statury Justics and the Chairman of the Chairman of the Chairman of the Chairman of the Ch expiring on the date of the Shareholders' Meeting convened to approve Eni S.p.A. 2025 financial statements. The Statutory Auditors are:
• Rosalba Casiraghi, Chairwoman(2)*;
• Enrico Maria Bignami, Standing Auditor(2)*;
• Marcella Caradonna, Standing Auditor(1)*;
• Giulio Palazzo, Standing Auditor(1)*;
• Andrea Parolini, Standing Auditor(0)*;
• Giulia De Martino, Alternate Auditor(1)*;
• Giovanna Villa, Alternate Auditor(2)*.
• t it set the anual enunestion of the Clauding Author and of the Sanding Stations a 85,000 euro pe-ax, espectively in addition of the einbuseren of experise incurred in the performance of the assignment;
• · pursuant to and for the puposes of Aricle 14-bis of the Consolidated Law on Financial Intermediation and of Art. 257-ter of the Italian Civil Code:
• b aprove the Long- fern Incentive Par 2027-2025, under he connect mate awildle along with the explantion the band of the bland of the Sharboles Medion granting the Board of Directors all the powers needed to implement the Plan;
• b authorized bodspose of up to million reasury shares to sene the inpential of the papose the deport of the process in e one one one one one one one one one one one 202-202 share-based LTI Plan for the part related to the shares not used, approximately 6.7 million shares.
• to authorise in ebad of Drecos pusuant be and fiel Code by colored with the purchase of stares of the Company, in mallipe transmission on one in only of the color por in co for the purposes referred to in the Explanatory Report of Directors, within the terms and on the conditions set out below:
• the maximum number of shares to be puchased is equal to no. 337,000,000 ordinary shares, for a total outlay of which:
• up to a maximum of 275,000,000 shares for the purchase of treasury shares for the purpose of remunerating Shareholders;
• up to a maximum of 62,000,000 shares for establishment of the so-called stock store.
• The purchass stad be career out within the limit of disable exeres as reported in the most recein statements. An equal annual of the vallable eseres o distributable profits will be allocated to a specific restricted reserve as long as the treasury shares are held.
• the puchases stall be made it a proce be assist raing egard of the proceduces selected or except and in complance with any egileding reduced on (if applicable) curent accepted makel on the not be nove than the official pice registed by the Enispal of the Europes som of the Euronext Man, ogansed and operated of borse Italiana S.p.A., on the day before each individual transaction;
• -purchase of tressury shares that a manner as o ensure equal heatment of sharena with any equisenents and (if applicable) curent and (if applicable) curent accirces and specifically:
• Mon regulated nacordance with the operior of the culs on the ogerisation and operation of the makes he maching of bis will predecining of bis will predecamed offers;
• with the procedures established by market practices accepted by Consob pursuant to Art. 13 of Regulation (EU) no. 596/2014 (if applicable); and
• under the conditions specified in Art. 5 of Regulation (EU) no. 596/2014, as specified in this proposed resolution.
• to authorise the bard of Che puposes of At. 257 of the lalian Civil Code to presed with the disposal, a one or more interpor of the part of the partility of the portbling than those purchased for the Starebders, without inn links, also before arring at the maximum number of purchases and/or the ations of dispost and ouse of the treasury shares in the portfolio may occur for the purposes indicated above:
• with the methods considered most approprate and in complance with curent regulations and, if applicable, curent accepted makel pracices;
• Macoding to term and conditions established in ecordore with the puppes pusanto lis authorisation, compigny with any limits porided on in he curet legalarions and in any applicable accepted market practices.
• with referce to the authoristian o purchase, or gant the Board of Directors with the authority of delegate of the Chice and for the later on one elected on pover ecessary be executions efered o in the previous points, and mental and or connected with the successful eveculin of those essultion of those essultion of those essult on of disclosure required by legislation, including EU rules, and (if applicable) current accepted market practices;
• ♦ in accordance with the Shareholders' Remuneration Policy approved by the Board of Eni S.p.A. on February 22, 2023:
• b aprove the discibution by way of the payment of the gar 2020 of £ 0.94 per shee in September 2027 for an anount equal of 0.24 per stare), hoveder 2022 for a mount equal o amount equal to € 0.23 per share), March 2024 (for an amount equal to €0.24) and May 2024 (for an amount equal to €0.23)0)
• b aprove the use of available reserver in the €0.2 france in September 2023 also uing for this pupsee the essent annum (€188,970,000 the eserve prosant to Law \$22.200, th of which was resolved by the Shareholders' Meeting of May 11, 2022 – and ii) if necessary for following tranches;
• to delegate the Baad of Directors to implement the to ime to ime the existence of the legal conditions for the puposes of disting the reseve

(extraordinary part)

• ♦ according to the aforementioned Shareholders' Remuneration Policy:
• to apove the reduction with the nethods and the lain Civil Code, as reered on Art. 3 of Law 3-22000 of the Realution reserve pursuar to Law SE22000 in the anund of €2,300,000,000;
• bagove, for the afore now of £2,300 000 or subodicaley T compians with the egal powitions equied for the completion of the corpediant to ac. 2445 of the lancin' one of th does not allow complein of the pocedurent of subsequent tranches of the interest of starthology in sonsidered necessary or appropose on pother pag of the spupposes in use of other available reserves of Eni S.p.A.;
• to delegate the Baad of Directors to implement the to ime to ime the existence of the legal conditions for the pupposes of disting the reseve
• to cancel 95,500 for suggest with no parval of the stran of the stran capild and reducing the elevel of the annunc of £2,599,993,593 (publ be carging whe of the carging whe shares) and elated ane done of Art. 5. of the By-laws with the authority to deegate the Chier - and for the article on belegate - all owers neessary o secure the resolutions referred to;
• to authoris the Board of Directors to career of a marinal value, with will possibly be purchase on the basi of the admiration of the Straetholier in orinary session today of the pupose of enarenders and consequent anner of M. 5 of the By-avs graning the Bard of Directors – with the auther for the Chief Enective Office and for the latter to sub-delegate - all powers necessary to execute the resolution.

Ir addition for Shareholders Median and resulted in favor of the second section of the Report on enoneation paid in 222 poriod on All. 2022 poriod on All. 2022 por oblem of A the Legislative Decree No. 58/1998 (Consolidated Law on Financial Intermediation),

Finally, the Shareholders' Meeting rejected the proposed liability action presented by some shareholders.

The curricula of the Directors and Statutory Auditors appointed are available on www.eni.com.

The minutes of the Meeting will be available under law provisions.

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