Fincantieri

Regulatory Filings • Jul 31, 2019

BY-LAWS (HIGHLIGHTED TEXT WITH AMENDMENTS)

JULY 2019

"BY-LAWS OF FINCANTIERI S.p.A."

TITLE I

INCORPORATION – NAME – REGISTERED OFFICE – DURATION - DOMICILE

Article 1
Text previously in force	Text in force
1.1. This joint stock company was incorporated pursuant to a public deed of notary Carlo Capo Rome on 29 December 1959 and is denominated "FINCANTIERI S.p.A." (the "Company").	1.1. This joint stock company was incorporated pursuant to a public deed of notary Carlo Capo Rome on 29 December 1959 and is denominated "FINCANTIERI S.p.A." (the "Company").

Article 2
Text previously in force	Text in force
2.1. The Company has its registered office is in	2.1. The Company has its registered office is in
Trieste, Italy.	Trieste, Italy.
2.2. The Company may set up and close local offices	2.2. The Company may set up and close local offices
and units, branches,	and units, branches,
representative and liaison	representative and liaison
offices in Italy or abroad.	offices in Italy or abroad.

Article 3
Text previously in force	Text in force
3.1. The term of the Company shall be until 31 December 2060 and may be extended, one or more times, by a shareholders' meeting resolution.	3.1. The term of the Company shall be until 31 December 2060 and may be extended, one or more times, by a shareholders' meeting resolution.

Article 4
Text previously in force	Text in force
4.1. For the purposes of their relationships with the Company, the address for service of each shareholder, director, statutory auditor or external auditor shall be as indicated in the Company's books or as notified by any of the above in writing.	4.1. For the purposes of their relationships with the Company, the address for service of each shareholder, director, statutory auditor or external auditor shall be as indicated in the Company's books or as notified by any of the above in writing.

TITLE II

CORPORATE OBJECT

Article 5
Text previously in force	Text in force
5.1. The Company shall have for its corporate object:	5.1. The Company shall have for its corporate object:
-	-
the exercise, including through shareholdings or	the exercise, including through shareholdings or
investments in companies, already incorporated	investments in companies, already incorporated
or to be incorporated, both in Italy and abroad, of	or to be incorporated, both in Italy and abroad, of
manufacturing, systems-related, infrastructural,	manufacturing, systems-related, infrastructural,
research	research
and	and
training	training
activities	activities
in	in
high	high
technology industries with special focus on the	technology industries with special focus on the
industrial ship-building, mechanical, electro	industrial ship-building, mechanical, electro
mechanical and related sectors, including the	mechanical and related sectors, including the
construction, repair and conversion of ships and	construction, repair and conversion of ships and
other means of transportation, as well as on the	other means of transportation, as well as on the
construction and repair of power generators and	construction and repair of power generators and
engines,	engines,
and	and
in	in
general	general
on	on
any	any
services	services
connected to the above activities, and on the	connected to the above activities, and on the
performance of public and private works, under	performance of public and private works, under
both	both
contracting	contracting
arrangements	arrangements
and	and
under	under
concessions,	concessions,
or	or
through	through
other	other
legal	legal
relationships, either in Italy or abroad, either on	relationships, either in Italy or abroad, either on
behalf of third parties or on its own account, in	behalf of third parties or on its own account, in
order to realize, in the context of activities falling	order to realize, in the context of activities falling
within the categories of general and specialized	within the categories of general and specialized
works referred to in schedule "A" to the Decree	works referred to in schedule "A" to the Decree
of the President of the Republic No. 207 of 5	of the President of the Republic No. 207 of 5
October 2010, as subsequently amended and	October 2010, as subsequently amended and
supplemented, the following construction works:	supplemented, the following construction works:
power plants; plants for high/medium voltage	power plants; plants for high/medium voltage
transformation	transformation
and	and
for	for
the	the
distribution	distribution
of	of
electricity through alternating and direct current	electricity through alternating and direct current
and	and
public	public
lighting	lighting
systems;	systems;
technological	technological
plants/systems;	plants/systems;
water	water
and	and
sewage	sewage
plants/systems;	plants/systems;
electromechanical	electromechanical
transport	transport
plants/systems;	plants/systems;
general	general
construction	construction
and	and
technical finishing works; plants/systems for the	technical finishing works; plants/systems for the
disposal and recovery of wastes; structural	disposal and recovery of wastes; structural
components in steel; heating and air conditioning	components in steel; heating and air conditioning
systems;	systems;
internal	internal
electricity,	electricity,
telephone,	telephone,
radiotelephone and television systems;	radiotelephone and television systems;
-	-
the	the
purchase,	purchase,
management	management
and	and
leasing,	leasing,
including financial leasing, of vessels of all kinds,	including financial leasing, of vessels of all kinds,
and the exercise of any activity connected with	and the exercise of any activity connected with
shipbuilding;	shipbuilding;
-	-
the execution of feasibility studies, research,	the execution of feasibility studies, research,
consulting services, the preliminary, basic and	consulting services, the preliminary, basic and
functional as well as coordination design and/or	functional as well as coordination design and/or
also for supplies and services, project and/or	also for supplies and services, project and/or

contract execution management, operations management, technical-economic feasibility assessments or environmental impact studies, contract execution management, operations management, technical-economic feasibility assessments or environmental impact studies,

also for third parties;

• the participation in tenders and contracts and/or concessions awarded by contracting authorities, both public and private.

5.2. The Company may acquire interests in other corporations whose industrial, commercial or financial activities are similar, connected or in any event related to its own activities, and/or take charge of the technical and financial coordination of subsidiaries, and provide the latter with financial and management services; the Company may also carry out any and all commercial, industrial and financial transactions including loaning and borrowing (save for collection of savings from the public and professional lending activities) on both personal property and real estate, as may be necessary or useful in the pursuit of its corporate object, including the issuance of guarantees of bonds, also in favor and in the interest of third parties, brokerage activities in the context of inter alia the currency sector, with specific reference to the insurance and financing of export credits and any other transactions permitted or delegated by special regulations and aimed at facilitating the liquidation, management, administration and collection of receivables arising from the exercise by third parties of commercial or industrial activities or the supply of goods and/or services, as well as the purchase and sale of such receivables, with or without recourse, in any form and condition whatsoever, provided that all the above transactions are in any event necessary or useful to achieve the corporate object.

also for third parties;

• the participation in tenders and contracts and/or concessions awarded by contracting authorities, both public and private.

5.2. The Company may acquire interests in other corporations whose industrial, commercial or financial activities are similar, connected or in any event related to its own activities, and/or take charge of the technical and financial coordination of subsidiaries, and provide the latter with financial and management services; the Company may also carry out any and all commercial, industrial and financial transactions including loaning and borrowing (save for collection of savings from the public and professional lending activities) on both personal property and real estate, as may be necessary or useful in the pursuit of its corporate object, including the issuance of guarantees of bonds, also in favor and in the interest of third parties, brokerage activities in the context of inter alia the currency sector, with specific reference to the insurance and financing of export credits and any other transactions permitted or delegated by special regulations and aimed at facilitating the liquidation, management, administration and collection of receivables arising from the exercise by third parties of commercial or industrial activities or the supply of goods and/or services, as well as the purchase and sale of such receivables, with or without recourse, in any form and condition whatsoever, provided that all the above transactions are in any event necessary or useful to achieve the corporate object.

TITLE III

Article 6 Text previously in force Text in force 6.1. The Company's share capital is EUR 862,980,725.70 (eight hundred sixty-two million nine hundred eighty thousand seven hundred twenty-five and seventy cents) divided into 1,692,119,070 (one billion six hundred ninety-two million one hundred nineteen thousand seventy) shares. 6.1. The Company's share capital is EUR 862,980,725.70 (eight hundred sixty-two million nine hundred eighty thousand seven hundred twenty-five and seventy cents) divided into 1,692,119,070 (one billion six hundred ninety-two million one hundred nineteen thousand seventy) 1,699,651,360 (one billion six hundred ninety-nine million six hundred fifty-one thousand three hundred sixty) shares.

SHARE CAPITAL - SHARES - BONDS - WITHDRAWAL

6.2. The shares have no par value.

6.2. The shares have no par value.

6.3. The Shareholders' Meeting in extraordinary session on 19 May 2017 resolved on the issuance, in one or several tranches, by the end of 31 December 2021, of a maximum number of 50,000,000 ordinary shares, having the same characteristics as the outstanding ordinary shares, to be used for the Performance Share Plan 2016-2018, to be allotted free of charge, pursuant to Article 2349 of the Italian Civil Code, to the beneficiaries of the Plan, without increasing the share capital.

For the above purposes, the extraordinary Shareholders' Meeting has given the Board of Directors the broadest powers to: (i) define the amount of ordinary shares to be issued and allotted free of charge to the beneficiaries of the Performance Share Plan 2016-2018, in compliance with the conditions, modalities and terms laid down therein; (ii) determine the implicit nominal value of the newly issued ordinary shares at the time of each share issuance; (iii) identify, also as a result of the provisions under (i) and (ii), the profits and/or retained earnings reported in the latest financial statements approved, subject to which the shares will be issued; and (iv) implement the foregoing, providing, by way of example, for the subsequent amendments to the By-laws that, from time to time, may be necessary or appropriate.

6.4. The shareholders' meeting in extraordinary session on 11 May 2018 resolved on the issuance, in one or several tranches, by the end of 31 December 2024, of a maximum number of 25,000,000 ordinary shares, having the same characteristics as the outstanding ordinary shares, to be used for the Performance Share Plan 2019-2021, to be allotted free of charge, pursuant to Article 2349 of the Italian Civil Code, to the beneficiaries of the Plan, without increasing the share capital.

For the above purposes, the extraordinary shareholders' meeting has given the board of directors the broadest power to: (i) define the amount of ordinary shares to be issued and allotted free of charge to the beneficiaries of the Performance Share Plan 2019-2021, in compliance with the conditions, modalities and terms laid down therein; (ii) determine the implicit nominal value of the newly issued ordinary shares at the time of each share issuance; (iii) identify, also as a result of the provisions under (i) and (ii), the profits and/or retained earnings reported in the latest financial statements approved, subject to which the shares will be issued; and (iv) implement the foregoing, providing, by way of example, for the subsequent amendments to the By-laws that, from time to time, may be necessary or appropriate.

6.3. The Shareholders' Meeting in extraordinary session on 19 May 2017 resolved on the issuance, in one or several tranches, by the end of 31 December 2021, of a maximum number of 50,000,000 ordinary shares, having the same characteristics as the outstanding ordinary shares, to be used for the Performance Share Plan 2016-2018, to be allotted free of charge, pursuant to Article 2349 of the Italian Civil Code, to the beneficiaries of the Plan, without increasing the share capital.

For the above purposes, the extraordinary Shareholders' Meeting has given the Board of Directors the broadest powers to: (i) define the amount of ordinary shares to be issued and allotted free of charge to the beneficiaries of the Performance Share Plan 2016-2018, in compliance with the conditions, modalities and terms laid down therein; (ii) determine the implicit nominal value of the newly issued ordinary shares at the time of each share issuance; (iii) identify, also as a result of the provisions under (i) and (ii), the profits and/or retained earnings reported in the latest financial statements approved, subject to which the shares will be issued; and (iv) implement the foregoing, providing, by way of example, for the subsequent amendments to the By-laws that, from time to time, may be necessary or appropriate.

6.4. The shareholders' meeting in extraordinary session on 11 May 2018 resolved on the issuance, in one or several tranches, by the end of 31 December 2024, of a maximum number of 25,000,000 ordinary shares, having the same characteristics as the outstanding ordinary shares, to be used for the Performance Share Plan 2019-2021, to be allotted free of charge, pursuant to Article 2349 of the Italian Civil Code, to the beneficiaries of the Plan, without increasing the share capital.

For the above purposes, the extraordinary shareholders' meeting has given the board of directors the broadest power to: (i) define the amount of ordinary shares to be issued and allotted free of charge to the beneficiaries of the Performance Share Plan 2019-2021, in compliance with the conditions, modalities and terms laid down therein; (ii) determine the implicit nominal value of the newly issued ordinary shares at the time of each share issuance; (iii) identify, also as a result of the provisions under (i) and (ii), the profits and/or retained earnings reported in the latest financial statements approved, subject to which the shares will be issued; and (iv) implement the foregoing, providing, by way of example, for the subsequent amendments to the By-laws that, from time to time, may be necessary or appropriate.

Article 6-bis
Text previously in force	Text in force
6-bis.1. Under Article 3 of Decree Law no. 332 of 31 May 1994, converted with amendments into Law no. 474 of 30 July 1994, no individual other than the Italian State, state entities or their subsidiaries may hold in any form Company's shares representing more than 5 (five) percent of the share capital, except as provided for by applicable law.	6-bis.1. Under Article 3 of Decree Law no. 332 of 31 May 1994, converted with amendments into Law no. 474 of 30 July 1994, no individual other than the Italian State, state entities or their subsidiaries may hold in any form Company's shares representing more than 5 (five) percent of the share capital, except as provided for by applicable law.
6-bis.2. Calculation of the maximum share ownership takes into account the aggregate shares held by the controlling shareholder, be it an individual, a legal entity, a company or another entity; all direct or indirect subsidiaries and all the companies controlled by the same holding company, the associated entities, and the individuals related by blood, kinship up to the second degree or marriage, provided that the spouses are not legally separated.	6-bis.2. Calculation of the maximum share ownership takes into account the aggregate shares held by the controlling shareholder, be it an individual, a legal entity, a company or another entity; all direct or indirect subsidiaries and all the companies controlled by the same holding company, the associated entities, and the individuals related by blood, kinship up to the second degree or marriage, provided that the spouses are not legally separated.
6-bis.3. Calculation of the 5 (five) percent maximum shareholding takes into account the shares held by trust companies and/or fiduciaries and in general third party intermediaries.	6-bis.3. Calculation of the 5 (five) percent maximum shareholding takes into account the shares held by trust companies and/or fiduciaries and in general third party intermediaries.
6-bis.4. No voting and other non-financial rights of the shares held by shareholders other than the State, state entities or their respective subsidiaries may be exercised in relation to the shares exceeding the 5 percent limit and the voting rights of such shareholders to whom the limit applies are reduced pro rata, except where indicated in advance by the shareholders involved. Any resolution in breach of the above can be challenged pursuant to article 2377 of the Italian Civil Code, if the required majority would not have been reached without the votes in excess of the above limit. The shares without voting rights are nevertheless counted for the quorum of the meeting.	6-bis.4. No voting and other non-financial rights of the shares held by shareholders other than the State, state entities or their respective subsidiaries may be exercised in relation to the shares exceeding the 5 percent limit and the voting rights of such shareholders to whom the limit applies are reduced pro rata, except where indicated in advance by the shareholders involved. Any resolution in breach of the above can be challenged pursuant to article 2377 of the Italian Civil Code, if the required majority would not have been reached without the votes in excess of the above limit. The shares without voting rights are nevertheless counted for the quorum of the meeting.
Article 7
Text previously in force	Text in force
7.1. The shares are registered, indivisible and each	7.1. The shares are registered, indivisible and each

share bears the right to one vote. The shares are freely transferrable.

share bears the right to one vote. The shares are freely transferrable.

Article 8
Text previously in force	Text in force
8.1. In case of capital increase, the newly issued shares shall be offered pre-emptively to the shareholders, save as otherwise permitted under applicable law.	8.1. In case of capital increase, the newly issued shares shall be offered pre-emptively to the shareholders, save as otherwise permitted under applicable law.
8.2. In case of capital increase, the new shares may	8.2. In case of capital increase, the new shares may

also be paid-up through contributions in kind.

8.3. The shareholders' meeting may decide to exclude preemption rights, within the limits and as per article 2441, letter four, second paragraph, of the Italian Civil Code.

8.4. The share capital may also be increased by issuing preferred shares or shares with specific rights, different from those of the existing shares. The Company may also issue special categories of shares and financial instruments under Article 2349 of the Italian Civil Code.

8.5. The share capital may be reduced by a resolution of the shareholders' meeting, also by transferring corporate assets to the shareholders.

also be paid-up through contributions in kind.

8.3. The shareholders' meeting may decide to exclude preemption rights, within the limits and as per article 2441, letter four, second paragraph, of the Italian Civil Code.

8.4. The share capital may also be increased by issuing preferred shares or shares with specific rights, different from those of the existing shares. The Company may also issue special categories of shares and financial instruments under Article 2349 of the Italian Civil Code.

8.5. The share capital may be reduced by a resolution of the shareholders' meeting, also by transferring corporate assets to the shareholders.

Article 9
Text previously in force	Text in force
9.1. The Company may issue bonds, including bonds convertible into shares, in compliance with applicable law.	9.1. The Company may issue bonds, including bonds convertible into shares, in compliance with applicable law.

Article 10
Text previously in force	Text in force
10.1. The Company may receive loans and other forms of financing from its shareholders, with or without interest, subject to repayment and otherwise, in compliance with applicable law and in particular with the laws on collection of savings from the public.	10.1. The Company may receive loans and other forms of financing from its shareholders, with or without interest, subject to repayment and otherwise, in compliance with applicable law and in particular with the laws on collection of savings from the public.

Article 11
Text previously in force	Text in force
11.1. Shareholders who did not vote in favour of the	11.1. Shareholders who did not vote in favour of the
extension of the Company's term, or the creation,	extension of the Company's term, or the creation,
modification or release of restrictions on the	modification or release of restrictions on the
circulation of the shares will have no right of	circulation of the shares will have no right of
withdrawal.	withdrawal.
11.2. The Company may request, at any time and at	11.2. The Company may request, at any time and at
its own expense, through the centralized securities	its own expense, through the centralized securities
administration service, that intermediaries provide	administration service, that intermediaries provide
identity details of the shareholders who have not	identity details of the shareholders who have not
expressly denied their consent to such disclosure,	expressly denied their consent to such disclosure,
and the number of shares registered in their	and the number of shares registered in their
accounts. When such a request is made upon the	accounts. When such a request is made upon the
shareholders' request, the procedures provided for	shareholders' request, the procedures provided for
by applicable laws and regulations shall apply, also	by applicable laws and regulations shall apply, also
in relation to the minimum shareholding required to	in relation to the minimum shareholding required to
submit the application and with the costs allocated	submit the application and with the costs allocated
equally between the Company and the applicant	equally between the Company and the applicant
shareholders,	shareholders,
unless	unless
otherwise	otherwise
determined	determined
by	by
applicable law.	applicable law.

TITLE IV

SHAREHOLDERS' MEETINGS

Article 12
Text previously in force	Text in force
12.1. The annual and special shareholders' meetings shall be convened by the board of directors and are ordinarily held at the registered office of the Company, unless otherwise decided by the board of directors.	12.1. The annual and special shareholders' meetings shall be convened by the board of directors and are ordinarily held at the registered office of the Company, unless otherwise decided by the board of directors.
12.2. The annual shareholders' meeting shall be convened at least once a year to approve the financial statements within 120 days of the end of the financial year, or within 180 days in cases for which the law provides for such longer term.	12.2. The annual shareholders' meeting shall be convened at least once a year to approve the financial statements within 120 days of the end of the financial year, or within 180 days in cases for which the law provides for such longer term.
Article 13
Text previously in force	Text in force
13.1. The shareholders' meeting must be convened by a notice published on the Company website, in compliance with the formalities provided for in Consob regulations and within the deadlines provided under the applicable law.	13.1. The shareholders' meeting must be convened by a notice published on the Company website, in compliance with the formalities provided for in Consob regulations and within the deadlines provided under the applicable law.
13.2. Shareholders' meetings shall be held in a single sitting. The board of directors may however decide, whenever it deems it necessary, that the general and special shareholders' meetings be held in more than one sitting.	13.2. Shareholders' meetings shall be held in a single sitting. The board of directors may however decide, whenever it deems it necessary, that the general and special shareholders' meetings be held in more than one sitting.
	Article 14
Text previously in force	Text in force
14.1. The right to attend shareholders' meetings and the procedures for exercising voting rights are regulated by applicable law.	14.1. The right to attend shareholders' meetings and the procedures for exercising voting rights are regulated by applicable law.
Article 15
Text previously in force	Text in force
15.1. All shareholders entitled to speak at the shareholders' meeting may be represented thereat through a written or electronic proxy, in accordance with applicable law.	15.1. All shareholders entitled to speak at the shareholders' meeting may be represented thereat through a written or electronic proxy, in accordance with applicable law.
15.2. The proxy may be notified to the Company	15.2. The proxy may be notified to the Company

electronically, through certified electronic mail or using a dedicated section of the website, as 15.2. The proxy may be notified to the Company electronically, through certified electronic mail or using a dedicated section of the website, as

indicated from time to time in the convening notice.

15.3. In order to facilitate the collection of proxies from shareholders who are employees of the Company or of its subsidiaries and are affiliated to shareholders associations meeting the requirements under applicable law, dedicated spaces shall be made available to these associations for the communication and collection of proxies, according to the terms agreed from time to time with their legal representatives.

15.4. The chairman is in charge of verifying the validity of the proxies and in general the right to attend the shareholders' meeting.

15.5. The Company may designate for each meeting a person to whom shareholders may grant a proxy with voting instructions on all or some of the resolutions on the agenda, in accordance with applicable law and regulations. The proxy shall not be valid for resolutions for which no voting instructions have been given.

15.6. If so provided in the meeting notice, the shareholders with voting rights: (i) may attend the meeting by telecommunication means and exercise their rights to vote by electronic means and/or (ii) cast their vote by mail and/or electronically, in accordance with applicable laws and regulations.

15.7. The meetings shall be governed by the Rules of Procedure approved by resolution of the annual general meeting of the Company.

indicated from time to time in the convening notice.

15.3. In order to facilitate the collection of proxies from shareholders who are employees of the Company or of its subsidiaries and are affiliated to shareholders associations meeting the requirements under applicable law, dedicated spaces shall be made available to these associations for the communication and collection of proxies, according to the terms agreed from time to time with their legal representatives.

15.4. The chairman is in charge of verifying the validity of the proxies and in general the right to attend the shareholders' meeting.

15.5. The Company may designate for each meeting a person to whom shareholders may grant a proxy with voting instructions on all or some of the resolutions on the agenda, in accordance with applicable law and regulations. The proxy shall not be valid for resolutions for which no voting instructions have been given.

15.6. If so provided in the meeting notice, the shareholders with voting rights: (i) may attend the meeting by telecommunication means and exercise their rights to vote by electronic means and/or (ii) cast their vote by mail and/or electronically, in accordance with applicable laws and regulations.

15.7. The meetings shall be governed by the Rules of Procedure approved by resolution of the annual general meeting of the Company.

Article 16
Text previously in force	Text in force
16.1. The shareholders' meeting shall be chaired by the chairman of the board of directors, or if the chairman is absent or unavailable, by the vice chairman if appointed; if the vice-chairman is also absent or unavailable, the meeting shall be chaired by any other person delegated by the board of directors, failing which the shareholders' meeting shall elect its own chairman.	16.1. The shareholders' meeting shall be chaired by the chairman of the board of directors, or if the chairman is absent or unavailable, by the vice chairman if appointed; if the vice-chairman is also absent or unavailable, the meeting shall be chaired by any other person delegated by the board of directors, failing which the shareholders' meeting shall elect its own chairman.
16.2. The shareholders' meeting shall appoint a secretary, who needs not be a shareholder, and may select one or more scrutineers amongst the attendees.	16.2. The shareholders' meeting shall appoint a secretary, who needs not be a shareholder, and may select one or more scrutineers amongst the attendees.

Article 17
Text previously in force	Text in force
17.1. The shareholders' meeting shall resolve on all the subjects attributed to the shareholders by law or in the By-laws.	17.1. The shareholders' meeting shall resolve on all the subjects attributed to the shareholders by law or in the By-laws.
17.2. Unless otherwise provided in the By-laws, the	17.2. Unless otherwise provided in the By-laws, the

shareholders resolutions must be approved by the majority required by the law in each case, for both annual and special meetings, and in first, second or third sitting, or in a single sitting.

17.3. The minutes of the annual shareholders' meetings must be signed by the chairman of the meeting and the secretary.

The minutes of the special shareholders' meetings must be drafted by an Italian notary .

shareholders resolutions must be approved by the majority required by the law in each case, for both annual and special meetings, and in first, second or third sitting, or in a single sitting.

17.3. The minutes of the annual shareholders' meetings must be signed by the chairman of the meeting and the secretary.

The minutes of the special shareholders' meetings must be drafted by an Italian notary .

TITLE V

ADMINISTRATION AND CONTROL

Article 18
Text previously in force	Text in force
18.1. The Company is managed by the board of directors. The control functions are entrusted to the board of statutory auditors and the external auditor in accordance with the law and the by-laws.	18.1. The Company is managed by the board of directors. The control functions are entrusted to the board of statutory auditors and the external auditor in accordance with the law and the by-laws.

TITLE VI

BOARD OF DIRECTORS

Article 19
Text previously in force	Text in force
9.1. The Company shall be managed by a board of	19.1. The Company shall be managed by a board of
directors composed of not less than seven and not	directors composed of not less than seven and not
more than thirteen members.	more than thirteen members.
19.2. The shareholders' meeting shall from time to	19.2. The shareholders' meeting shall from time to
time establish the number of the board members	time establish the number of the board members
within the limits specified above. The shareholders'	within the limits specified above. The shareholders'
meeting may vary the number of board members,	meeting may vary the number of board members,
also during their term, in compliance with the first	also during their term, in compliance with the first
provision of this article, and appoint them with the	provision of this article, and appoint them with the
procedures provided hereby. The directors so	procedures provided hereby. The directors so
appointed will leave together with those who were in	appointed will leave together with those who were in
office at the time of their appointment.	office at the time of their appointment.
19.3. The members of the board of directors are	19.3. The members of the board of directors are
appointed	appointed
by	by
the	the
shareholders'	shareholders'
meeting	meeting
in	in
compliance with the laws on equal access of the	compliance with the laws on equal access of the
under-represented gender to the corporate bodies.	under-represented gender to the corporate bodies.

19.4. Under the D.P.C.M. of 25 May 2012 on "Guidelines, terms and conditions to implement separation of ownership of SNAM S.p.A. under Article 15 of Law 27 of 24 March 2012" (the "P.M.C.M."), directors may not hold any office in the administrative or control body, or management positions in Eni S.p.A. or its subsidiaries, nor entertain any direct or indirect relationship of a professional or financial nature with these companies.

19.5. Appointees to the board of directors must meet certain professional and competence requirements as listed below. In particular, directors must be selected on the basis of their professional experience and competence and have at least three years of experience in:

• a) a management or control position, or other position with managerial responsibilities in corporations, or,
• b) professional activities or university teaching experience in law, economics, finance or technical-scientific subjects, connected or anyway functional to business activity, or,
• c) a management or executive capacity within state entities or administrations operating in sectors related to the company's business activities, or within public administrations or entities unconnected with such sectors, provided that their functions entailed management of operational and financial resources.

19.6. Directors must satisfy the requirements of integrity established by Legislative Decree No. 58 of 24 February 1998 and by the implementing regulatory provisions and, in addition, by any other legislative or regulatory provision in force that applies to the directors of the Company.

A failure to satisfy the aforesaid requirements shall result in ineligibility for election to office or appointment to office automatically lapsing.

Whenever an appointment lapses, the director shall not be entitled to damages.

The directors who, during their office, no longer satisfy the requirements of integrity referred to above, shall immediately notify the board of directors of the same immediately.

Without prejudice to the above, if the director with executive powers becomes subject to precautionary measures such that make it impossible for him/her to exercise his/her powers following the procedure 19.4. Under the D.P.C.M. of 25 May 2012 on "Guidelines, terms and conditions to implement separation of ownership of SNAM S.p.A. under Article 15 of Law 27 of 24 March 2012" (the "P.M.C.M."), directors may not hold any office in the administrative or control body, or management positions in Eni S.p.A. or its subsidiaries, nor entertain any direct or indirect relationship of a professional or financial nature with these companies.

19.5. Appointees to the board of directors must meet certain professional and competence requirements as listed below. In particular, directors must be selected on the basis of their professional experience and competence and have at least three years of experience in:

• a) a management or control position, or other position with managerial responsibilities in corporations, or,
• b) professional activities or university teaching experience in law, economics, finance or technical-scientific subjects, connected or anyway functional to business activity, or,
• c) a management or executive capacity within state entities or administrations operating in sectors related to the company's business activities, or within public administrations or entities unconnected with such sectors, provided that their functions entailed management of operational and financial resources.

19.6. Directors must satisfy the requirements of integrity established by Legislative Decree No. 58 of 24 February 1998 and by the implementing regulatory provisions and, in addition, by any other legislative or regulatory provision in force that applies to the directors of the Company.

A failure to satisfy the aforesaid requirements shall result in ineligibility for election to office or appointment to office automatically lapsing.

Whenever an appointment lapses, the director shall not be entitled to damages.

The directors who, during their office, no longer satisfy the requirements of integrity referred to above, shall immediately notify the board of directors of the same immediately.

Without prejudice to the above, if the director with executive powers becomes subject to precautionary measures such that make it impossible for him/her to exercise his/her powers following the procedure

under Article 309 or Article 311, paragraph 2, of the Italian Code of Criminal Procedure, or after the expiration of the term thereof, this shall amount to grounds for ineligibility as director or automatic lapse for good cause of the appointment as director with executive powers without any right to damages.

For the purposes of this provision, the board of directors shall ascertain the existence of the facts provided for therein, for cases governed in whole or in part by foreign laws, on the basis of substantial equivalence.

19.7. The board of directors shall be elected by the shareholders' meeting from slates submitted by the shareholders and by the board of directors. Candidates in a slate must be numbered consecutively.

Slates shall be submitted at the Company's registered office within the time and as provided by applicable law.

A shareholder may submit or take part in the submission of, and vote only one slate.

A candidate may only stand in a single slate, under penalty of ineligibility.

Only shareholders who, alone or together with other shareholders, represent at least 1% of the share capital or such lower percentage as provided in Consob's regulations may submit slates.

Ownership of the minimum stake necessary to submit slates shall be verified within the term and as provided by the laws applicable from time to time.

Each slate must include at least two candidates satisfying the independence requirements provided for by the law and mention them separately. One of such candidates must be the first in the slate.

All candidates must meet the integrity requirements provided for by applicable laws and the by-laws.

Slates that have three or more candidates must also include candidates of different gender, as indicated in the notice of meeting, so to ensure that the composition of the board of directors is compliant with the applicable laws on gender equality.

19.8. Each slate must be accompanied by the professional curriculum vitae of each candidate and a statement whereby each candidate accepts the candidacy and declares under his or her responsibility that there are no causes of ineligibility and incompatibility, and that he or she meets the above integrity and, if applicable, independence under Article 309 or Article 311, paragraph 2, of the Italian Code of Criminal Procedure, or after the expiration of the term thereof, this shall amount to grounds for ineligibility as director or automatic lapse for good cause of the appointment as director with executive powers without any right to damages.

For the purposes of this provision, the board of directors shall ascertain the existence of the facts provided for therein, for cases governed in whole or in part by foreign laws, on the basis of substantial equivalence.

19.7. The board of directors shall be elected by the shareholders' meeting from slates submitted by the shareholders and by the board of directors. Candidates in a slate must be numbered consecutively.

Slates shall be submitted at the Company's registered office within the time and as provided by applicable law.

A shareholder may submit or take part in the submission of, and vote only one slate.

A candidate may only stand in a single slate, under penalty of ineligibility.

Only shareholders who, alone or together with other shareholders, represent at least 1% of the share capital or such lower percentage as provided in Consob's regulations may submit slates.

Ownership of the minimum stake necessary to submit slates shall be verified within the term and as provided by the laws applicable from time to time.

Each slate must include at least two candidates satisfying the independence requirements provided for by the law and mention them separately. One of such candidates must be the first in the slate.

All candidates must meet the integrity requirements provided for by applicable laws and the by-laws.

Slates that have three or more candidates must also include candidates of different gender, as indicated in the notice of meeting, so to ensure that the composition of the board of directors is compliant with the applicable laws on gender equality.

19.8. Each slate must be accompanied by the professional curriculum vitae of each candidate and a statement whereby each candidate accepts the candidacy and declares under his or her responsibility that there are no causes of ineligibility and incompatibility, and that he or she meets the above integrity and, if applicable, independence

requirements.

The appointed candidates shall promptly notify the board of directors if they cease to meet the requirements that were satisfied at the time of the appointment or in case any cause for ineligibility or incompatibility has arisen.

19.9. The election of directors shall be carried out as follows:

• a) from the slate that has obtained the majority of the shareholders' votes the following shall be elected in the progressive order used in the slate: (i) two-thirds of the directors to be appointed, with fractions being rounded to the next lower integer, if the board of directors consists of no more than nine members; (ii) seven directors, if the board of directors consists of ten members; (iii) eight directors, if the board of directors consists of eleven members; (iv) nine directors, if the board of directors consists of twelve members; and (v) ten directors if the board of directors consists of thirteen members;
• b) the remaining directors will be taken from the other slates, without prejudice to the compliance with the applicable law on minority shareholders which are not in any way linked, even indirectly, with the shareholders who submitted or voted for the most voted slate. For this purpose, the votes obtained by said slates will subsequently be divided by one, two or three, according to the number of directors to be elected. The ratios thus obtained shall progressively be attributed to the candidates of each slate, according to their order. The ratios thus attributed to the candidates of the various slates shall be arranged in descending order. Those who shall have obtained the highest ratios will be elected. If more candidates obtain the same ratio, the candidate of the slate with no candidates elected or that with the lowest number of candidates elected shall be appointed as director. If none of these slates has yet elected a director or if all have elected the same number of directors, the candidate from the slate with more votes will be elected. If candidates receive the same number of votes and are attributed the same ratio, the shareholders' meeting shall cast a new vote among the candidates with the same ratio from slates who elected the same number of directors (or none) and that obtained the same number of votes, according to the procedure in letter e) below;

requirements.

The appointed candidates shall promptly notify the board of directors if they cease to meet the requirements that were satisfied at the time of the appointment or in case any cause for ineligibility or incompatibility has arisen.

19.9. The election of directors shall be carried out as follows:

• a) from the slate that has obtained the majority of the shareholders' votes the following shall be elected in the progressive order used in the slate: (i) two-thirds of the directors to be appointed, with fractions being rounded to the next lower integer, if the board of directors consists of no more than nine members; (ii) seven directors, if the board of directors consists of ten members; (iii) eight directors, if the board of directors consists of eleven members; (iv) nine directors, if the board of directors consists of twelve members; and (v) ten directors if the board of directors consists of thirteen members;
• b) the remaining directors will be taken from the other slates, without prejudice to the compliance with the applicable law on minority shareholders which are not in any way linked, even indirectly, with the shareholders who submitted or voted for the most voted slate. For this purpose, the votes obtained by said slates will subsequently be divided by one, two or three, according to the number of directors to be elected. The ratios thus obtained shall progressively be attributed to the candidates of each slate, according to their order. The ratios thus attributed to the candidates of the various slates shall be arranged in descending order. Those who shall have obtained the highest ratios will be elected. If more candidates obtain the same ratio, the candidate of the slate with no candidates elected or that with the lowest number of candidates elected shall be appointed as director. If none of these slates has yet elected a director or if all have elected the same number of directors, the candidate from the slate with more votes will be elected. If candidates receive the same number of votes and are attributed the same ratio, the shareholders' meeting shall cast a new vote among the candidates with the same ratio from slates who elected the same number of directors (or none) and that obtained the same number of votes, according to the procedure in letter e) below;
• c) if, following the procedure described above, the minimum number of independent directors

c) if, following the procedure described above, the minimum number of independent directors

required by the law had not been appointed yet, the number of votes to be allocated to each candidate of the various slates shall be calculated by dividing the number of votes obtained by each slate by the ranking number of each candidate, in order to create a single decreasing ranking list; the candidates who do not meet the independence requirements and with the lowest ratios among the candidates from all the slates, shall be replaced, starting from the last one and up to the minimum number of independent directors under applicable law, by the independent candidates (if any) from the same slate of the replaced candidate (according to the order in which they are indicated), or individuals meeting the independence requirements and elected through the procedure set forth by letter e) below. In the event two or more candidates of different slates obtained the same ratio, the candidate to be replaced shall be that of the slate with the highest number of elected directors, or if more slates had elected the highest number of directors, the candidate belonging to the slate with fewer votes, or in the event of a tie, the candidate who receives fewer votes in a special shareholders' vote on all the candidate with the same ratio and from slates with the same number of directors elected, through the procedure set forth by letter e) below;

d) when the procedures under letter a) and b) do not ensure compliance with the applicable laws on balance between genders, the ratio of votes to be allocated to each candidate from the slates with three or more candidates will be calculated by dividing the number of votes obtained by each slate by the ranking number of each candidate, in order to create a single decreasing ranking list; the candidates of the most represented gender with the lowest ratios and from the above slates are therefore replaced, up to the number of independent directors sufficient to comply with the laws on balance between genders and without prejudice to the minimum number of independent directors, by the candidate of the less represented gender, if any, ranked immediately lower from the same slate of the replaced candidate. In the event two or more candidates of different slates obtained the same ratio, the candidate to be replaced shall be (i) the candidate from the slate that elected the highest number of directors, or (ii) in the event the same number of directors were elected from more slates, the candidate of the slate with fewer votes, or (iii) in the event of a tie, the candidate who obtains fewer votes in a special shareholders' vote on the candidates with the required by the law had not been appointed yet, the number of votes to be allocated to each candidate of the various slates shall be calculated by dividing the number of votes obtained by each slate by the ranking number of each candidate, in order to create a single decreasing ranking list; the candidates who do not meet the independence requirements and with the lowest ratios among the candidates from all the slates, shall be replaced, starting from the last one and up to the minimum number of independent directors under applicable law, by the independent candidates (if any) from the same slate of the replaced candidate (according to the order in which they are indicated), or individuals meeting the independence requirements and elected through the procedure set forth by letter e) below. In the event two or more candidates of different slates obtained the same ratio, the candidate to be replaced shall be that of the slate with the highest number of elected directors, or if more slates had elected the highest number of directors, the candidate belonging to the slate with fewer votes, or in the event of a tie, the candidate who receives fewer votes in a special shareholders' vote on all the candidate with the same ratio and from slates with the same number of directors elected, through the procedure set forth by letter e) below;

d) when the procedures under letter a) and b) do not ensure compliance with the applicable laws on balance between genders, the ratio of votes to be allocated to each candidate from the slates with three or more candidates will be calculated by dividing the number of votes obtained by each slate by the ranking number of each candidate, in order to create a single decreasing ranking list; the candidates of the most represented gender with the lowest ratios and from the above slates are therefore replaced, up to the number of independent directors sufficient to comply with the laws on balance between genders and without prejudice to the minimum number of independent directors, by the candidate of the less represented gender, if any, ranked immediately lower from the same slate of the replaced candidate. In the event two or more candidates of different slates obtained the same ratio, the candidate to be replaced shall be (i) the candidate from the slate that elected the highest number of directors, or (ii) in the event the same number of directors were elected from more slates, the candidate of the slate with fewer votes, or (iii) in the event of a tie, the candidate who obtains fewer votes in a special shareholders' vote on the candidates with the

same ratio, and belonging to slates which elected the same number of directors, through the procedure set forth by letter e) below;

e) directors for any reason not appointed pursuant to the aforementioned procedures will be appointed by the shareholders' meeting, with the majorities prescribed by the law, so as to ensure that the composition of the board of directors complies with applicable laws and regulations, the bylaws, and applicable rules on balance between genders.

19.10. Directors are appointed for up to three financial years, and their mandate expires on the date of the shareholders' meeting convened to approve the financial statements for the last financial year of their term. Directors may be reappointed pursuant Article 2383 of the Italian Civil Code.

19.11. If one or more board members cease to serve in office, due to resignations or for any other reasons during a financial year, article 2386 of the Italian Civil Code shall apply.

The minimum number of independent directors provided by law, and the rules on balance between genders and representation of the minorities must in any case be complied with.

If more than one third of the board members ceases to serve in office, due to resignations or other causes, the entire board shall automatically be removed and a shareholders' meeting will be convened to appoint a new board of directors, pursuant to the procedures under Article 2386 of the Italian Civil Code for reappointment of the entire board.

same ratio, and belonging to slates which elected the same number of directors, through the procedure set forth by letter e) below;

e) directors for any reason not appointed pursuant to the aforementioned procedures will be appointed by the shareholders' meeting, with the majorities prescribed by the law, so as to ensure that the composition of the board of directors complies with applicable laws and regulations, the bylaws, and applicable rules on balance between genders.

19.10. Directors are appointed for up to three financial years, and their mandate expires on the date of the shareholders' meeting convened to approve the financial statements for the last financial year of their term. Directors may be reappointed pursuant Article 2383 of the Italian Civil Code.

19.11. If one or more board members cease to serve in office, due to resignations or for any other reasons during a financial year, article 2386 of the Italian Civil Code shall apply.

The minimum number of independent directors provided by law, and the rules on balance between genders and representation of the minorities must in any case be complied with.

If more than one third of the board members ceases to serve in office, due to resignations or other causes, the entire board shall automatically be removed and a shareholders' meeting will be convened to appoint a new board of directors, pursuant to the procedures under Article 2386 of the Italian Civil Code for reappointment of the entire board.

Article 20
Text previously in force	Text in force
20.1. The board of directors shall elect a chairman	20.1. The board of directors shall elect a chairman
among its members, unless the appointment has	among its members, unless the appointment has
already been made by the shareholders' meeting;	already been made by the shareholders' meeting;
the board of directors may elect a vice-chairman to	the board of directors may elect a vice-chairman to
replace the chairman in the event of absence or	replace the chairman in the event of absence or
impediment of the latter.	impediment of the latter.
20.2. The board of directors may delegate some or	20.2. The board of directors may delegate some or
all of its powers, save for those that may not be	all of its powers, save for those that may not be
delegated by law, to one or more board members	delegated by law, to one or more board members
and/or to an executive committee. The directors,	and/or to an executive committee. The directors,
within the limits of the powers conferred to them,	within the limits of the powers conferred to them,
may delegate powers and the legal representation	may delegate powers and the legal representation
of	of
the	the
Company	Company
for	for
specific	specific
documents	documents
or	or
categories of documents to employees of the	categories of documents to employees of the
Company or to third parties.	Company or to third parties.

20.3. The board of directors shall also appoint a secretary, who needs not be an employee of the Company.

20.3. The board of directors shall also appoint a secretary, who needs not be an employee of the Company.

Text previously in force	Text in force
21.1. The board of directors shall meet at the venue specified in the related notice, at the registered office or elsewhere, whenever the chairman, or in the event of absence or impediment of the chairman, the vice-chairman, if appointed, deems it necessary, or whenever such meeting is requested by at least one third of the board members (rounded down to the next lower integral) or by the board of statutory auditors.	21.1. The board of directors shall meet at the venue specified in the related notice, at the registered office or elsewhere, whenever the chairman, or in the event of absence or impediment of the chairman, the vice-chairman, if appointed, deems it necessary, or whenever such meeting is requested by at least one third of the board members (rounded down to the next lower integral) or by the board of statutory auditors.
21.2 Board of directors' meetings may be held by	21.2 Board of directors' meetings may be held by
audio or video conference call, provided that each of	audio or video conference call, provided that each of
the attendees can be identified by all the others, and	the attendees can be identified by all the others, and
is able to take part in real time in the discussion on	is able to take part in real time in the discussion on
the items, and to receive, transmit and review	the items, and to receive, transmit and review
documents.	documents.
If all the foregoing conditions are met, the meeting	If all the foregoing conditions are met, the meeting
shall be deemed to have been held at the place	shall be deemed to have been held at the place
where those acting as chairman and secretary are	where those acting as chairman and secretary are
physically present.	physically present.
21.3. As a general rule, board meetings must be	21.3. As a general rule, board meetings must be
convened at least five days prior to the date of the	convened at least five days prior to the date of the
meeting, or two days before in case of urgency,	meeting, or two days before in case of urgency,
along with the available documentation on the	along with the available documentation on the
topics to be discussed.	topics to be discussed.
Article 22

Text previously in force Text in force 22.1. Board meetings shall be chaired by the chairman, or in the latter's absence or impediment, by the vice-chairman, if appointed; in the event of absence or impediment of the vice-chairman, by the member appointed by the majority of the directors attending the meeting. 22.1. Board meetings shall be chaired by the chairman, or in the latter's absence or impediment, by the vice-chairman, if appointed; in the event of absence or impediment of the vice-chairman, by the member appointed by the majority of the directors attending the meeting.

Article 23
Text previously in force	Text in force
23.1.	23.1.
The	The
quorum	quorum
for	for
the	the
board	board
meetings	meetings
resolutions shall be the majority of the board	resolutions shall be the majority of the board
members in office.	members in office.
23.2. Board resolutions may be passed by a simple	23.2. Board resolutions may be passed by a simple
majority of the board members in attendance; in the	majority of the board members in attendance; in the
case of a tie, the chairman shall cast the deciding	case of a tie, the chairman shall cast the deciding
vote.	vote.

Text previously in force	Text in force
24.1. The discussions of the board meetings shall be recorded in minutes to be signed by those acting as chairman and secretary of the meeting, and drafted on the register of the board meetings, to be maintained in accordance with the law.	24.1. The discussions of the board meetings shall be recorded in minutes to be signed by those acting as chairman and secretary of the meeting, and drafted on the register of the board meetings, to be maintained in accordance with the law.

Article 25
Text previously in force	Text in force
25.1. The board of directors is in charge of	25.1. The board of directors is in charge of
managing the Company. The members of the board	managing the Company. The members of the board
of directors perform all the activities necessary to	of directors perform all the activities necessary to
achieve the Company's corporate object.	achieve the Company's corporate object.
25.2. The head of the internal audit division shall	25.2. The head of the internal audit division shall
report to the board of directors or, if available, to a	report to the board of directors or, if available, to a
specific board committee.	specific board committee.
25.3. Pursuant to Article 2365 of the Italian Civil	25.3. Pursuant to Article 2365 of the Italian Civil
Code the board of directors, in addition to the other	Code the board of directors, in addition to the other
powers attributed under the By-laws, is in charge	powers attributed under the By-laws, is in charge
of: approving all resolutions on mergers and	of: approving all resolutions on mergers and
demergers as provided by applicable law, the	demergers as provided by applicable law, the
opening or closing of local offices, the attribution of	opening or closing of local offices, the attribution of
legal representation powers	legal representation powers
to	to
one	one
or more	or more
directors, the reduction of the share capital in case	directors, the reduction of the share capital in case
of one or more shareholders withdrawals, any	of one or more shareholders withdrawals, any
amendments	amendments
to	to
the	the
bylaws	bylaws
to	to
comply	comply
with	with
applicable laws and the transfer of the registered	applicable laws and the transfer of the registered
office within the territory of Italy.	office within the territory of Italy.

Article 26 Text previously in force Text in force 26.1. Upon mandatory opinion of the board of statutory auditors, the board of directors shall appoint a manager in charge of the Company's financial reports, for a term at least equal to that of the board itself, but not exceeding six financial years, and determine the manager's term in office, powers, responsibilities and remuneration. The board of directors has the power to remove the manager. The manager in charge of the Company's 26.1. Upon mandatory opinion of the board of statutory auditors, the board of directors shall appoint a manager in charge of the Company's financial reports, for a term at least equal to that of the board itself, but not exceeding six financial years, and determine the manager's term in office, powers, responsibilities and remuneration. The board of directors has the power to remove the manager. The manager in charge of the Company's

financial reports must have professional experience in accounting, finance and control, meet the integrity requirements for directors and in accordance with the D.P.C.M. may not hold any administration, control or any managerial position, in Eni S.p.A. or its subsidiaries, or have any direct or indirect relationship, of professional or financial nature, with these companies.

26.2. Failure to meet the above requirements will result in forfeiture of office, to be declared by the board of directors at the meeting immediately following the date on which such failure first came to light. The manager in charge of preparing the Company's financial reports shall attend the board financial reports must have professional experience in accounting, finance and control, meet the integrity requirements for directors and in accordance with the D.P.C.M. may not hold any administration, control or any managerial position, in Eni S.p.A. or its subsidiaries, or have any direct or indirect relationship, of professional or financial nature, with these companies.

26.2. Failure to meet the above requirements will result in forfeiture of office, to be declared by the board of directors at the meeting immediately following the date on which such failure first came to light. The manager in charge of preparing the Company's financial reports shall attend the board

documents or types of documents and establish

meetings at which matters under his or her	meetings at which matters under his or her
responsibility are discussed.	responsibility are discussed.
26.3. If necessary, the board may appoint one or	26.3. If necessary, the board may appoint one or
more special technical or administrative advisory	more special technical or administrative advisory
committees, whose members need not be board	committees, whose members need not be board
members, and determine remuneration of its	members, and determine remuneration of its
members.	members.
26.4. The board may also appoint general managers	26.4. The board may also appoint general managers
and representatives of the Company, as well as	and representatives of the Company, as well as
attorneys-in-fact	attorneys-in-fact
for	for
specific	specific
transactions,	transactions,

their powers.

documents or types of documents and establish

their powers.

Article 27
Text previously in force	Text in force
27.1. The chairman, or in the event of absence or impediment by the latter, the vice-chairman, if appointed, is the legal representative of the Company before any courts and administrative authorities and third parties and has signing authority. The vice-chairman's signature shall be construed as evidence vis-à-vis third parties of the chairman's absence or impediment.	27.1. The chairman, or in the event of absence or impediment by the latter, the vice-chairman, if appointed, is the legal representative of the Company before any courts and administrative authorities and third parties and has signing authority. The vice-chairman's signature shall be construed as evidence vis-à-vis third parties of the chairman's absence or impediment.
27.2. The chief executive officer, if appointed, and the other persons so authorized by the board of directors, including non-directors, may represent the Company and have signing authority within the scope of the powers delegated to them. The related board resolutions must be published in accordance with applicable law.	27.2. The chief executive officer, if appointed, and the other persons so authorized by the board of directors, including non-directors, may represent the Company and have signing authority within the scope of the powers delegated to them. The related board resolutions must be published in accordance with applicable law.
Article 28

Text previously in force	Text in force
28.1. Board members shall be entitled to a refund of	28.1. Board members shall be entitled to a refund of
all expenses incurred in connection with their	all expenses incurred in connection with their
official duties, and to remuneration as determined	official duties, and to remuneration as determined
by the annual shareholders' meeting, which may	by the annual shareholders' meeting, which may
exercise the option under art. 2389, paragraph 3 of	exercise the option under art. 2389, paragraph 3 of
the Italian Civil Code. Once approved, the related	the Italian Civil Code. Once approved, the related
shareholders' resolution shall also apply to the	shareholders' resolution shall also apply to the
subsequent financial years until the shareholders	subsequent financial years until the shareholders
determine otherwise.	determine otherwise.
28.2. The remuneration for directors performing	28.2. The remuneration for directors performing
special functions is determined by the board of	special functions is determined by the board of
directors in accordance with applicable laws.	directors in accordance with applicable laws.
28.3. Directors must comply with the duty not to	28.3. Directors must comply with the duty not to
compete with the Company under Article 2390 of the	compete with the Company under Article 2390 of the
Italian Civil Code.	Italian Civil Code.

Article 29

Text previously in force	Text in force
29.1. In case of urgency, and in accordance with the	29.1. In case of urgency, and in accordance with the
related parties procedures of the Company, the	related parties procedures of the Company, the
related party transactions which are not reserved to	related party transactions which are not reserved to
the shareholders and need not be authorized by the	the shareholders and need not be authorized by the
latter may be carried out by way of derogation from	latter may be carried out by way of derogation from
articles 7 and 8 of Consob regulation n. 17221 of 12	articles 7 and 8 of Consob regulation n. 17221 of 12
March 2010 on related parties transactions, without	March 2010 on related parties transactions, without
prejudice to the requirements imposed by other	prejudice to the requirements imposed by other
applicable laws.	applicable laws.
29.2. In cases of urgent related party transactions	29.2. In cases of urgent related party transactions
within the shareholders' reserve powers under	within the shareholders' reserve powers under
article 11, paragraph five, of the above regulation,	article 11, paragraph five, of the above regulation,
the related party transactions procedure may allow	the related party transactions procedure may allow
for these transactions to be carried out by way of	for these transactions to be carried out by way of
derogation from paragraphs 1, 2 and 3 of article 11	derogation from paragraphs 1, 2 and 3 of article 11
of the above regulation, without prejudice to the	of the above regulation, without prejudice to the
requirements imposed by other applicable laws. If	requirements imposed by other applicable laws. If
the conclusions of the supervisory body, pursuant to	the conclusions of the supervisory body, pursuant to
article 13, paragraph 6, letter c), are negative, the	article 13, paragraph 6, letter c), are negative, the
shareholders' meeting shall decide as per the	shareholders' meeting shall decide as per the
procedures set by the following paragraph.	procedures set by the following paragraph.
29.3. The procedures on related party transactions	29.3. The procedures on related party transactions
may also give shareholders the power to authorize,	may also give shareholders the power to authorize,
pursuant to article 2364, paragraph 1, number 5) of	pursuant to article 2364, paragraph 1, number 5) of
the Italian Civil Code, or approve a more significant	the Italian Civil Code, or approve a more significant
related party transaction, even in spite of the	related party transaction, even in spite of the
independent	independent
directors'	directors'
view	view
to	to
the	the
contrary,	contrary,
pursuant to article 8, paragraph 2 and to article 11,	pursuant to article 8, paragraph 2 and to article 11,
paragraphs	paragraphs
2	2
and	and
3	3
of	of
the	the
aforementioned	aforementioned
regulation, provided that:	regulation, provided that:
(i)	(i)
the attendance quorum and majority provided	the attendance quorum and majority provided by
by the by-laws are met, and	the by-laws are met, and
(ii)	(ii)
if the non-related shareholders attending the	if the non-related shareholders attending the
meeting represent at least 10% of the share	meeting represent at least 10% of the share
capital with voting rights, the majority of non	capital with voting rights, the majority of non
related voting shareholders does not vote	related voting shareholders does not vote

TITLE VII

against the transaction.

against the transaction.

BOARD OF STATUTORY AUDITORS - INDEPENDENT AUDITOR

Article 30
Text previously in force	Text in force
30.1. In accordance with applicable laws, the shareholders' meeting shall appoint the board of statutory auditors, to be composed of three permanent members and three alternate members,	30.1. In accordance with applicable laws, the shareholders' meeting shall appoint the board of statutory auditors, to be composed of three permanent members and three alternate members,

and decide the remuneration of the permanent members.

30.2. The composition of the board of statutory auditors must comply with applicable laws on equal access of the under-represented gender to the corporate bodies.

30.3. Under the D.P.C.M. the statutory auditors may not hold any office in the management or control bodies, or management positions in ENI S.p.A. or its subsidiaries, nor entertain any direct or indirect relationship of a professional or financial nature with those companies.

30.4. The members of the statutory board must meet the professional and integrity requirements under the Ministry of Justice Decree 30 March 2000, n. 162. For the purposes of article 1, paragraph 2, letters b) and c) of the above Decree, activities related to business and tax law, corporate management and finance and sectors connected to naval engineering, are deemed to be closely related to the company's business. Statutory auditors may act as directors in other companies within the limits set forth under Consob regulations.

30.5. The board of statutory auditors is appointed on the basis of slates submitted by the shareholders. Candidates in a slate are numbered consecutively and cannot be more than the number of statutory auditors to be appointed.

Slates can only be submitted by shareholders who hold, either individually or jointly with other shareholders, at least the minimum shareholding required by the bylaws to submit slates of candidates for the board of directors.

The submission, deposit and publication of the slates are subject to the provisions of the by-laws on appointment of directors and to applicable laws.

The slates are divided in a section for candidates to permanent auditors and another for candidates to substitute auditors. The first candidate for each section shall be an accountant enrolled with the registry of auditors and have exercised audit activities for no less than three years.

Pursuant to applicable laws on equal access, the first two candidates in both the permanent auditors and the alternate auditors section in slates with three or more candidates in aggregate for both sections must be of a different gender.

30.6.Two permanent auditors and two alternate auditors shall be elected from the most voted slate in the order in which they are listed in the slate sections. The other permanent auditor and alternate and decide the remuneration of the permanent members.

30.2. The composition of the board of statutory auditors must comply with applicable laws on equal access of the under-represented gender to the corporate bodies.

30.3. Under the D.P.C.M. the statutory auditors may not hold any office in the management or control bodies, or management positions in ENI S.p.A. or its subsidiaries, nor entertain any direct or indirect relationship of a professional or financial nature with those companies.

30.4. The members of the statutory board must meet the professional and integrity requirements under the Ministry of Justice Decree 30 March 2000, n. 162. For the purposes of article 1, paragraph 2, letters b) and c) of the above Decree, activities related to business and tax law, corporate management and finance and sectors connected to naval engineering, are deemed to be closely related to the company's business. Statutory auditors may act as directors in other companies within the limits set forth under Consob regulations.

30.5. The board of statutory auditors is appointed on the basis of slates submitted by the shareholders. Candidates in a slate are numbered consecutively and cannot be more than the number of statutory auditors to be appointed.

Slates can only be submitted by shareholders who hold, either individually or jointly with other shareholders, at least the minimum shareholding required by the bylaws to submit slates of candidates for the board of directors.

The submission, deposit and publication of the slates are subject to the provisions of the by-laws on appointment of directors and to applicable laws.

The slates are divided in a section for candidates to permanent auditors and another for candidates to substitute auditors. The first candidate for each section shall be an accountant enrolled with the registry of auditors and have exercised audit activities for no less than three years.

Pursuant to applicable laws on equal access, the first two candidates in both the permanent auditors and the alternate auditors section in slates with three or more candidates in aggregate for both sections must be of a different gender.

30.6.Two permanent auditors and two alternate auditors shall be elected from the most voted slate in the order in which they are listed in the slate sections. The other permanent auditor and alternate

auditor are elected as per applicable regulations and pursuant to article 19 of the bylaws on election of directors from minority slates, which will apply to both sections of the other slates.

30.7. The chairman of the statutory board is elected by the shareholders among the statutory auditors chosen from the minority slate; in the event of a replacement, the alternate auditor shall be appointed as chairman according to the same procedure.

compliance with applicable laws.

auditor are elected as per applicable regulations and pursuant to article 19 of the bylaws on election of directors from minority slates, which will apply to both sections of the other slates.

30.7. The chairman of the statutory board is elected by the shareholders among the statutory auditors chosen from the minority slate; in the event of a replacement, the alternate auditor shall be appointed as chairman according to the same procedure.

Article 31
Text previously in force	Text in force
31.1. The statutory auditors are appointed for a term of three financial years, expiring on the date of the shareholders' meeting convened to approve the financial statements for the third financial year of their term, and may be reappointed.	31.1. The statutory auditors are appointed for a term of three financial years, expiring on the date of the shareholders' meeting convened to approve the financial statements for the third financial year of their term, and may be reappointed.
31.2. The slate voting system applies only in the event of replacement of the whole board of statutory auditors.	31.2. The slate voting system applies only in the event of replacement of the whole board of statutory auditors.
31.3. In case of replacement of one of the auditors from the most voted slate, the first alternate auditor from such slate is appointed. If the resulting statutory board is not compliant with the applicable laws on equal access, the second alternate auditors from that same slate is elected. If it becomes necessary to replace the other auditor from the most voted slate, the first alternate auditor from the same slate is appointed.	31.3. In case of replacement of one of the auditors from the most voted slate, the first alternate auditor from such slate is appointed. If the resulting statutory board is not compliant with the applicable laws on equal access, the second alternate auditors from that same slate is elected. If it becomes necessary to replace the other auditor from the most voted slate, the first alternate auditor from the same slate is appointed.
31.4. Board of auditors' meetings may be held by audio or video conference, provided that each of the attendees can be identified by all the others, and is able to take part in the discussion on the items in real time, and to receive, transmit and review documents. If all the foregoing conditions are met, the meeting shall be deemed to have been held at the place where the person chairing the meeting is physically present.	31.4. Board of auditors' meetings may be held by audio or video conference, provided that each of the attendees can be identified by all the others, and is able to take part in the discussion on the items in real time, and to receive, transmit and review documents. If all the foregoing conditions are met, the meeting shall be deemed to have been held at the place where the person chairing the meeting is physically present.
Article 32
Text previously in force	Text in force
32.1. The independent auditors of the Company are appointed by the shareholders' general meeting, in	32.1. The independent auditors of the Company are appointed by the shareholders' general meeting, in

appointed by the shareholders' general meeting, in compliance with applicable laws.

TITLE VIII

FINANCIAL STATEMENTS AND NET PROFITS

Article 33
Text previously in force	Text in force
33.1. The Company's financial year shall be from 1 January to 31 December of each year. At the end of each financial year the board of directors, in accordance with the law, shall prepare the Company's financial statements to be submitted to the shareholders for approval.	33.1. The Company's financial year shall be from 1 January to 31 December of each year. At the end of each financial year the board of directors, in accordance with the law, shall prepare the Company's financial statements to be submitted to the shareholders for approval.
33.2. The board of directors may distribute advances on dividends to shareholders during the course of the financial year.	33.2. The board of directors may distribute advances on dividends to shareholders during the course of the financial year.
Article 34
Text previously in force	Text in force
34.1. The net profits shall be distributed as follows:	34.1. The net profits shall be distributed as follows:
a) 5% (five per cent) to be set aside to the legal reserve until its amount reaches one fifth of the share capital; or, if the balance of the legal reserve falls below such amount, until such balance is brought back to one fifth of the share capital;	a) 5% (five per cent) to be set aside to the legal reserve until its amount reaches one fifth of the share capital; or, if the balance of the legal reserve falls below such amount, until such balance is brought back to one fifth of the share capital;
b) the residual amount is available to the shareholders for distribution as dividends to shareholders or for other purposes.	b) the residual amount is available to the shareholders for distribution as dividends to shareholders or for other purposes.
Article 35
Text previously in force	Text in force
35.1. Any dividends that are not collected within five years of the date on which they become payable	35.1. Any dividends that are not collected within five years of the date on which they become payable

shall be deemed forfeited and revert to the years of the date on which they become payable shall be deemed forfeited and revert to the Company.

TITLE IX

Company.

WINDING-UP AND LIQUIDATION OF THE COMPANY

Article 36
Text previously in force	Text in force
36.1. In case of winding up of the Company, the shareholders' meeting shall determine the applicable liquidation procedures, appoint one or more liquidators, and establish their powers and remuneration.	36.1. In case of winding up of the Company, the shareholders' meeting shall determine the applicable liquidation procedures, appoint one or more liquidators, and establish their powers and remuneration.

TITLE X

GENERAL PROVISIONS

Article 37
Text previously in force	Text in force
37.1. All matters not expressly regulated herein shall be governed by the relevant provisions of the Italian Civil Code and all applicable special laws.	37.1. All matters not expressly regulated herein shall be governed by the relevant provisions of the Italian Civil Code and all applicable special laws.
Article 38
Text previously in force	Text in force