Eni

Governance Information • Apr 4, 2025

We are an energy company.

• We concretely support a just energy transition,
  • with the objective of preserving our planet
  • and promoting an efficient and sustainable access to energy for all. Our work is based on passion and innovation,
    • on our unique strengths and skills,

on the equal dignity of each person,

• recognizing diversity as a key value for human development, on the responsibility, integrity and transparency of our actions. We believe in the value of long-term partnerships with the Countries
  • and communities where we operate, bringing long-lasting prosperity for all.

Global goals for a sustainable development

The 2030 Agenda for Sustainable Development, presented in September 2015, identifies the 17 Sustainable Development Goals (SDGs) which represent the common targets of sustainable development on the current complex social problems. These goals are an important reference for the international community and Eni in managing activities in those Countries in which it operates.

Eni Corporate Governance and Shareholding Structure Report 2024*

Approved by the Board of Directors of March 18, 2025

(*) The Report is published in the "Governance" section of the Company website eni.com. The Italian text prevails over the English version.

Executive Summary	5
-------------------	---	--

	Eni: profile, structure and values	10
1.1	Profile and structure	10
	1.1.1 Eni activities: the value chain	12
1.2	Principles and values. The Code of Ethics	14
	1.3 Principles of Corporate Governance	15
	1.4 Sustainability and stakeholders dialogue	15
	1.5 Eni's Corporate Governance initiatives	19
	1.6 Corporate Governance Model	20
	1.6.1 The Corporate Governance Model of Eni SpA	20
	1.6.2 The main Management Committees	22
	1.6.3 Corporate Governance Model for Eni companies	23
	Information on the ownership structure	24
2.1	Share capital structure, significant shareholdings and shareholders' agreements	24
	2.2 Shareholding limits and restrictions on voting rights	27
	2.3 Securities that confer special rights	27
	2.4 Special powers of the State	27
	2.5 Shares and participating financial instruments referred to in Law No. 266 of December 23, 2005	28
	2.6 Material agreements that would become effective, be modified or extinguished in the event
	of a change of control of Eni	29
	2.7 Agreements between the Company and Directors which envisage indemnities in the event
	of resignation or dismissal without just cause, or if their employment contract should terminate
	as the result of a takeover bid	29
	2.8 Powers to Directors to increase share capital, issue participatory debt financial instruments
	and authorisation to purchase treasury shares	29
	Corporate governance information	31
3.1	Compliance with the Corporate Governance Code	31
	3.2 Policy for diversity and gender balance on corporate bodies	38
	3.2.1 Diversity and inclusion	41
	3.3 Shareholders' Meeting and rights	43
	3.3.1 Responsibilities of the Shareholders' Meeting	43
	3.3.2 Methods of calling and participating in the Shareholders' Meeting	44
	3.4 Board of Directors	49
	3.4.1 Composition	50
	3.4.2 Appointment	60
	3.4.3 Succession plan for Executive Director and key personnel	62
	3.4.4 Independence requirements	63
	3.4.5 Integrity requirements, reasons for ineligibility and incompatibility	65
	3.4.6 Policy of the Board of Directors on the maximum number of offices held by its members
	in other companies	65
	3.4.7 Powers and responsibilities	66
	3.4.8 Meetings and running of meetings	74
	3.4.9 Lead independent director	76
	3.4.10 Board Secretary	76
	3.4.11 Board Review and guidelines to shareholders on the composition of the Board of Directors	77
	3.4.12 Board Induction	79
	3.5 Report on Remuneration Policy and remuneration paid	79
	3.6 Board Committees	80
	3.6.1 Control and Risk Committee	82
	3.6.2 Remuneration Committee	85
	3.6.3 Nomination Committee	87
	3.6.4 Sustainability and Scenarios Committee	88

		3.7 General Managers	90
		3.8 Board of Statutory Auditors	91
	3.8.1	Duties	91
	3.8.2	Composition and appointment	93
	3.8.3	Professional, integrity and independence requirements: causes for ineligibility,
		incompatibility and forfeiture	100
	3.8.4	Meetings and running of meetings	101
	3.8.5	Review and guidelines to shareholders on the composition of the Board of Statutory Auditors	102
		3.9 Internal Control and Risk Management System	103
		3.10 Actors and duties	106
	3.10.1	Board of Directors	106
		3.10.2 Chairman of the Board of Directors	107
		3.10.3 Board of Statutory Auditors	108
		3.10.4 Control and Risk Committee	109
		3.10.5 The Chief Executive Officer in charge of establishing and maintaining the Internal Control
		and Risk Management System	112
		3.10.6 Internal Audit	112
		3.10.7 Officer in charge of preparing financial reports (Financial Reporting Officer)	117
		3.10.8 231 Supervisory Body	118
		3.10.9 Risk Committee	120
		3.10.10 Eni's Regulatory System Committee	120
		3.10.11 Integrated Compliance	120
		3.10.12 Corporate Affairs and Governance	121
		3.10.13 Integrated Risk Management	122
		3.10.14 Eni personnel and management	122
		3.11 Eni Regulatory System	123
	3.11.1	The key features of the Eni Regulatory System	123
	3.11.2	ECG Policy "Corporate Governance for Eni companies"	125
	3.11.3	ECG Policy "Eni Risk and Internal Control Holistic framework"	126
	3.11.4	Global Procedure "Internal Audit"	130
	3.11.5	Global Procedure "Integrated Compliance"	131
	3.11.6	Global Procedure "Integrated Risk Management"	133
	3.11.7	The key features of the Risk Management and Internal control system over financial
		and mandatory sustainability reporting	134
	3.11.8	Model 231	138
	3.11.9	Anti-Corruption Compliance Program	141
		3.11.10 Antitrust Compliance Program	144
	3.11.11	Consumer Protection Compliance Program & Green Claims	145
		3.11.12 ECG Policy "Privacy and Data Protection"	145
		3.11.13 Procedure for whistleblowing reports received by Eni SpA and by its subsidiaries	146
		3.11.14 Litigation Management Regulations	147
		3.11.15 ECG Policy "Transactions involving the Interests of the Directors and Statutory Auditors
		and Transactions with Related Parties"	147
		3.11.16 Management System Guideline "Market Information Abuse (Issuers)"	150
		3.11.17 Management System Guideline "Market Conduct and Financial Regulation"	152
		3.11.18 ECG Policy "Economic and financial sanctions, export control and foreign direct investment"	152
	3.12 Auditor		153
		3.13 Control of the Court of Auditors	153
		3.14 Relations with shareholders and the market	153
	3.14.1	Policy for managing dialogue with investors	155
Tables:
		Board of Directors	158

Board Committees 158 Board of Statutory Auditors 159

Corporate Governance and Shareholding Structure Report 2024

This Report, approved by the Board of Directors of Eni SpA (hereinafter also "the Board" or "BoD") on March 18, 2025, provides a broad and comprehensive overview of the Corporate Governance system adopted by Eni SpA (hereinafter "Eni" or the "Company").

In compliance with the applicable legal1 and regulatory requirements, and taking account of the guidelines and recommendations of Borsa Italiana SpA (hereinafter "Borsa Italiana") this Report provides information on Eni's ownership structure and on its compliance with the Corporate Governance Code, 20202 edition ("Corporate Governance Code" or the "Code"), explaining the choices made in implementing the corporate governance principles, including application modalities, including improvements, approved by the Board of Directors, as well as the corporate governance practices actually implemented.

The Corporate Governance Code is available to the public on the Italian Corporate Governance Committee's website3 as well as in the "Governance" section of Eni's website (www.eni.com).

Furthermore, the Management Report, which is a part of the 2024 Annual Report4 , contains a section entitled "Governance", which describes Eni's Corporate Governance system with an integrated view of the creation of sustainable value through business support, and also serves to provide the mandatory disclosure on corporate governance required by the new sustainability reporting standards.

Finally, for a more detailed explanation of compensation matters, also for the purposes of disclosure regarding the recommendations of the Corporate Governance Code on the subject, please refer to the Report on the 2025 Remuneration Policy and remuneration paid 20245 , published together with this Report.

The information contained in this Report refers to 2024 and, with respect to certain issues, is up-todate as of the date of the meeting of the Board of Directors called to approve it.

This Report, which is published in the "Governance" section of the Company's website www.eni.com, consists of three sections: the first describes Eni's profile, structure and values; the second focuses on information on the ownership structure; and the third analyses and provides information on corporate governance, specifically compliance with the Recommendations of the Corporate Governance Code, on the main features of the Internal Control and Risk Management System, including with regard to the financial reporting process and, more generally, the primary governance practices followed.

⁽¹⁾ Art. 123-bis of Legislative Decree No. 58/1998 (Consolidated Law on Financial Intermediation).

⁽²⁾ The Corporate Governance Code was approved on January 31, 2020 by the Italian Corporate Governance Committee promoted by Abi, Ania, Assonime, Assogestioni, Borsa Italiana, and Confindustria. Further information on the editions of the Code and on the composition of the Committee are available on the Borsa Italiana website.

⁽³⁾ The text of the Corporate Governance Code is available to the public on the website of Borsa Italiana and the Italian Corporate Governance Committee at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020eng.en.pdf. (4) Available in the "Publications" section of the Company's website.

⁽⁵⁾ This is the Report envisaged by Art. 123-ter of the Consolidated Law on Financial Intermediation, published on Eni's website with this Report in the manner required by Art. 84-quater of Consob Resolution No. 11971 of May 14, 1999, as amended ("Consob Issuers' Regulation").

Executive Summary

COMPANY'S CORPORATE GOVERNANCE STRUCTURE

(a) Member appointed from the majority list, independent pursuant to law and the Corporate Governance Code.

(b) Member appointed from the majority list.

(Industrial Transformation)

• (c) Member appointed from the minority list, independent pursuant to law and the Corporate Governance Code.
• (d) Member appointed from the majority list, non-executive.
• (e) Also Integrated Compliance Director.

Giuseppe Ricci

• (f) External member.
• (g) Chair of the Board of Statutory Auditors.
• (h) Internal Audit Director.
• (*) Non-executive.
• (**) Alternate Statutory Auditors:
• Giulia De Martino, member appointed from the majority list;

(Chief Transition & Financial Officer)

• Giovanna Villa, member appointed from the minority list.

(***) As of October 1, 2024. For more details, please refer to Eni press release of September 12, 2024.

(****) Appointed by the Board of Directors, upon proposal of the Chief Executive Officer in agreement with the Chairman of the Board of Directors and after consulting the Nomination Committee. The General Manager is subject to the provisions of Italian law governing the liability of the BoD members.

MACRO-ORGANIZATIONAL STRUCTURE OF ENI SPA

BOARD OF DIRECTORS

(a) The Board Secretary and Counsel reports hierarchically and functionally to the Board of Directors and, on its behalf, to the Chair of the Board of Directors. (b) The Internal Audit Director reports hierarchically to the Board and, on its behalf, to the Chair of the Board of Directors, without prejudice to its functional reporting to the Control and Risk Committee and the CEO, and without prejudice to the provisions concerning the appointment, revocation, remuneration and allocation of resources. (c) Francesco Gattei and Guido Brusco are appointed by the Board of Directors, upon proposal of the Chief Executive Officer in agreement with the Chair of the Board of Directors and after consulting the Nomination Committee, as General Managers, with the consequent application also of the provisions of Italian law governing the liability of the BoD members.

SHAREHOLDERS

SHARE CAPITAL STRUCTURE (%)

Figures resulting from the payment of the second tranche for and in place of the 2024 dividend, updated based on the nominative notices received by the intermediaries. For further information, please refer to p. 25 of this Report.

STRUCTURE AND COMPOSITION OF THE BODIES OF ENI SPA

Majority 6 Minority 3 SLATE AGE(b) 67% 33% 33% 11% 40-50 1 51-60 3 61-70 5 GENDER DIVERSITY Independent 7 Non-independent 2 INDEPENDENCE(a) 78% 22% TENURE 78% 11% 11% 0-3 FY 7 4-6 FY 1 >9 FY 1 56% Male 5 Female 4 56% 44%

(a) Independence as defined by applicable law and the Corporate Governance Code. (b) Figures as at December 31, 2024.

COMPOSITION OF THE BOARD OF DIRECTORS

SELF-ASSESSMENT OF THE OVERALL SKILLS, KNOWLEDGE AND EXPERIENCE OF THE BOARD OF DIRECTORS (%)

COMPOSITION OF THE BOARD OF STATUTORY AUDITORS

(a) Figures as at December 31, 2024.

MAIN APPLICATION METHODS, INCLUDING IMPROVEMENTS, OF THE CORPORATE GOVERNANCE CODE AND FURTHER ENI BEST PRACTICES

BOARD OF DIRECTORS	• The interest of stakeholders other than shareholders has been considered as one of the elements that Directors must evaluate in their informed decisions, aimed at creating value in the medium to long-term (since 2006) • Eni's mission incorporates the 17 UN Sustainable Development Goals • Adoption of a policy to manage the dialogue with investors (one-way/two-way/at the initiative of shareholders or the Company) • Separation of the roles of Chair of the BoD and CEO • Definition of criteria to assess the independence of Directors • More than half of directors are independent in accordance with the law and Corporate Governance Code • Adoption of guidelines on the maximum number of offices held by Directors • CEO reports to the Board at each BoD meeting • Annual Board Review (and Peer Review, first in Italy) with external consultant and follow-up • Adoption of guidelines to shareholders on the optimal composition of the Board of Directors (also by the Board of Statutory Auditors) • Board induction & ongoing training, including visits to operating sites • Board Secretary and Board Counsel Charter • Contingency plan for CEO and succession plans for top management
BOARD COMMITTEES	• Establishment of the Committees recommended by the Code (Control and Risk, Nomination and Remuneration), composed by independent directors only • Establishment of the Sustainability and Scenarios Committee (since 2014) • Control and Risk Committee (CRC) chaired by a Director form the minority list and with 3 members with knowledge and experience in accounting and finance or risk management (the Code requires one director) • Remuneration Committee (RC) chaired by a Director from the minority list and with 2 members with knowledge and experience in financial matters and remuneration policy (the Code requires one director) • Board Committees report at each BoD meeting on the most relevant issues (even before the recommendation of the Code) and every six months on the activities carried out
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	• The Board of Directors, upon the proposal of the CEO and with the support of the CRC, defines the annual guidelines of the ICRMS within the Strategic Plan and in accordance with the strategies of the company, and assesses their implementation annually • Quarterly reporting to BoD on main risks; semi-annual assessment of adequacy and effectiveness of the ICRMS; annual assessment of adequacy and effectiveness of organizational structure of the ICRMS (semi-annually, if changes occur) • The Board of Directors has given its Chair a major role in internal controls • The Chair of the BoD plays an important role with regard to the proposals for appointing and removing the main bodies and entities of the Company involved in control activities (231 Supervisory Body, Financial Reporting Officer, Head of Integrated Risk Management, Head of Integrated Compliance and Head of Internal Audit) • Assignment of Internal Audit activities to an internal function • Appointment, budget and resources of the Head of Internal Audit approved by the BoD upon the proposal of the Chair of the BoD in agreement with the CEO, with the support of the CRC and after consultation with the Board of Statutory Auditors and, for appointment and dismissal, with the support of the Nomitation Committee • The Head of Internal Audit reports hierarchically to the Board and, on its behalf, to the Chair of BoD, without prejudice to its functional reporting to the CEO and the CRC (who oversees the activities of the Internal Audit function) • Role of the Chair of the BoD on Internal Audit (in addition to the above): involvement in the approval of the audit plan and internal regulations and ability to request audit activities • The CRC supports the BoD should there be an investigation into top management • 231 Supervisory Body composed of a majority of external members, including the Chair; the following are also members: Chair of the Board of Statutory Auditors and Head of Internal Audit

1. Eni: profile, structure and values

Our purpose

ENI'S MISSION

We are an energy company. We concretely support a just energy transition, with the objective of preserving our planet and promoting an efficient and sustainable access to energy for all. Our work is based on passion and innovation, on our unique strengths and skills, on the equal dignity of each person, recognizing diversity as a key value for human development, on the responsibility, integrity and transparency of our actions. We believe in the value of long-term partnerships with the countries and communities where we operate, bringing long-lasting prosperity for all.

1.1 PROFILE AND STRUCTURE

Eni is a company that issues shares listed on Euronext Milan operated by Borsa Italiana SpA and securities traded on the New York Stock Exchange (NYSE) in the United States.

Eni is an energy company with operations in 64 Countries and a workforce of 32,492 (10,392 abroad)6 , operating in oil, natural gas, and energy in general, with a particular focus on renewable energies, and is active in the development of circular economy projects, forest conservation and CO2 capture and storage.

In September 2024, the Board redefined the Company's organisational structure, with business activities divided into three structures for maximum operating effectiveness and headed by three Chief Operating Officers (COOs) reporting to the Chief Executive Officer ("Global Natural Resources", "Industrial Transformation" and "Chief Transition & Financial Officer"). The new arrangement is in line with the Company's mission and is functional to achieving the strategic objectives of decarbonisation, maximisation of value creation and industrial transformation. The COOs of the "Chief Transition & Financial Officer" and "Global Natural Resources" structures were also appointed General Managers by the Eni Board of Directors7 .

More specifically, Eni operates through the following business structures:

Global Natural Resources

• for the management of exploration portfolio, strategic exploration studies, exploration and delineation projects and geological and geophysical studies and specialist services;
• for carrying out all industrial asset development projects (upstream and downstream) and operations technical support;
• for business development activities, management of operated upstream activities and oversight of not operated activities;
• for promoting and managing CO2 capture, sequestration and utilisation projects, natural climate solutions, including forest conservation initiatives (REDD+) and other emissions reductions projects, and for the development of agricultural feedstock production;

⁽⁶⁾ Figures updated as at December 31, 2024.

⁽⁷⁾ With the consequent application also of the provisions of Italian law governing the liability of the BoD members.

• for managing the gas and LNG portfolio, commercial development of gas and LNG equity projects, sale of gas and LNG to large customers, management of commodity price risk, trading, gas transport, also through pipelines;
• for the trading of crudes, oil, products, bio-feedstocks and biofuels and related shipping activities;
• for energy generation, portfolio management and development and sales to "large" power customers;

Industrial Transformation

• for the supply, traditional refining and primary logistics, licensing out, procurement for industrial activities and logistics in the downstream sector;
• for the production and sale of petrochemical products also from renewable resources and sale of licenses on technologies and know-how (through the company Versalis);
• for environmental remediation and waste management activities (through the company Eni Rewind);

Chief Transition & Financial Officer

(with reference to the business activities managed)

• for biorefining, production of biomethane, distribution and sale of new and traditional products and for the development of sustainable mobility (through the company Enilive);
• for sales of gas, electricity and services to retail and business customers in Italy and Europe, as well as the development of the renewable energy business and the electric mobility sector through the expansion of the network of recharging points (through the company Eni Plenitude SpA Società Benefit – hereinafter also "Eni Plenitude").

The business lines are assisted by business support functions reporting to the Chief Executive Officer, whose services are centralised to ensure quality and efficiency. These functions include: the units that report to the Chief Transition & Financial Officer (in relation to the activities of developing and implementing Eni's economic and financial strategy), and the functions responsible for Legal Affairs and Commercial Negotiations, Corporate Affairs and Governance, Integrated Compliance, External Communication, Stakeholder Relations & Services, Public Affairs, Integrated Risk Management and Technology, and R&D & Digital. Lastly, the Head of the Internal Audit function (who oversees checks, analysis, assessments and recommendations concerning the design and operation of Eni's Internal Control and Risk Management System) and the Board Secretary report to the Board of Directors and, on its behalf, to the Chairman of the Board of Directors. The paragraph and chart below show Eni's activities8 .

1.1.1 Eni activities: the value chain

Eni is an energy company, integrated along the entire value chain. It has a significant presence in the traditional activities of exploration and production of conventional oil and gas and in the marketing of gas/LNG through an extensive supply portfolio. In the downstream oil/ petrochemicals industry, a major process of transformation and reconversion is underway. Eni is engaged through innovative business models in the development of new energies and decarbonisation services: renewables from solar/wind, biofuels, biochemistry, CO2 capture/ sequestration and research lines on new energy paradigms (magnetic fusion, chemical recycling of plastics). Eni has a large customer base of both industrial and end-user customers. The Group's distinctive strategy is founded on competitive advantages, in-house expertise and proprietary technologies as reference points with the aim to grow, create value and transform the Company. In traditional activities, growth and returns leverage on successful exploration, with an option for early monetisation of discoveries, efficient resource development and the establishment of independent entities in synergy with qualified partners, in focused geographic areas, to pursue development opportunities and profitability. In activities related to the energy transition, Eni's satellite model involves the establishment of entities engaged in the development of products and solutions with reduced carbon footprint, capable, thanks to the entry of dedicated capital, of growing autonomously and financially independently, releasing value for the parent company, as evidenced by the successes of Enilive and Plenitude. The effective execution of the strategy is based on financial discipline in costs and investments and a robust capital structure, with the help of solid corporate governance and risk identification and management processes, allows for continued investment in the business and

OUR VALUE CHAIN

CAPTURE, STORAGE AND USE OF CO²

OIL & GAS

ELECTRICITY AND STEAM

TRADITIONAL AND BIOREFINING AND PETROCHEMICALS

LUBRICANTS

FUEL BIOFUEL

PRODUCTS SERVICES

PHOTOVOLTAIC

CCUS

NETWORK SERVICES

ENERGY EFFICIENCY

FOOD

SERVICES

SUSTAINABLE MOBILITY

E-MOBILITY

RETAIL MARKETS

BUSINESS MARKETS

HOST COUNTRIES competitive returns to shareholders. The achievement of the Net Zero goal by 2050 involves the use of available technologies capable of immediately contributing to the reduction of emissions, such as:

• gas component as a bridge energy source in the transition, flanked by investments to reduce CO² and methane emissions;
• traditional refining technologies applied in the production of biofuels, using raw materials of organic origin, not competing with the food chain in the context of the development of agri-business to contribute to the decarbonisation of transport without sudden changes to existing infrastructures;
• renewables through increased installed capacity and integration with the retail business, leveraging a large customer base;
• Carbon Capture Utilization and/or Storage (CCUS), able to provide a concrete contribution to the reduction of emissions, in particular in hard-to-abate sectors, thanks to the development of hubs for the storage of CO2 ;
• technologies for the production of bioplastics and mechanical recycling of used plastics.

The scale use of these solutions together with research and development of breakthrough technologies, such as magnetic confinement fusion, can contribute to change the energy paradigm in the long-term.

As at December 31, 2024, Eni controlled 479 companies in Italy and abroad9 .

PURCHASE OF BIO AND RENEWABLE RAW MATERIALS, WASTE AND RESIDUES

TRANSMISSION NETWORK

ELECTRICITY GENERATION

REMEDIATION, WATER AND WASTE INTO DEVELOPMENT

TRADITIONAL AND BIOREFINING AND PETROCHEMICALS

CARBON OFFSETS

TRADING & SHIPPING

DEVELOPMENT OF AGRI-FEEDSTOCK

PURCHASE OF GAS FROM THIRD PARTIES

OIL & GAS PRODUCTION

PRODUCTION FROM RENEWABLE SOURCES

EXPLORATION AND DEVELOPMENT

THIRD PARTY INDUSTRY

Eni's values are enshrined in the Eni Code of Ethics

1.2 PRINCIPLES AND VALUES. THE CODE OF ETHICS

Integrity and transparency are the principles that guide Eni's action in formulating a management and control structure suited to its size, complexity and operating structure, adopting an effective Internal Control and Risk Management System, and communicating with shareholders and other stakeholders, also by reviewing and updating the information on its website.

These values and principles are set forth in the Eni Code of Ethics, as updated and approved by the Board of Directors on March 18, 2020, which replaces the previous Code approved by Eni's Board of Directors on November 23, 2017. The Code of Ethics is published on Eni website (https://www.eni. com/en-IT/governance/rules/code-of-ethics.html).

The Code of Ethics addresses the members of the corporate management and control bodies, all Eni's employees, as well as those who work with, on behalf or in the interest of Eni; all are required to uphold, in the context of their own functions and duties, the principles set out in the Code of Ethics.

The Code of Ethics is a document designed for easy use, providing clear indications on the rules of conduct to be adopted and practical examples. The Code is enriched with important elements of innovation, including the correlation of each principle with the United Nations Sustainable Development Goals (SDGs), to make the Code consistent and complementary to Eni's mission, of which the SDGs are a fundamental element.

In particular, Eni's values are expressed in the Code of Ethics in form of commitments that the company takes and which in turn are translated into standards of conduct for people, so that the principles contained therein form a practical guide for corporate operations.

For that purpose, the Code of Ethics, available in 12 languages, has been distributed widely and is promoted through a range of initiatives, including special training courses.

The Code of Ethics contains unavoidable general principles and is a key element of the anti-corruption framework. Furthermore, despite having independent relevance, it is the fundamental reference principle of the Model 231 — identifying the essential ethical values for the purposes of preventing predicate offenses — as well as part of the general framework of the regulatory system, which inspires the provisions of company regulations.

The promotion and training activity on the Code of Ethics is the responsibility of the Integrated Compliance function, which also ensures implementation support by involving the competent functions, while reporting of potential violations is taken back in the whistleblowing procedure, governed by the specific regulations10.

The Code of Ethics and amendments are approved by the Board of Directors of Eni SpA, on the proposal of the Chief Executive Officer in agreement with the Chairman of the Board of Directors, having heard the opinion of the Board of Statutory Auditors and the Control and Risk Committee.

The Code of Ethics also applies to all direct or indirect subsidiaries, both in Italy and abroad.

The representatives designated by Eni on the corporate bodies of associated companies, consortia and joint ventures promote the principles and contents of the Code within their respective spheres of responsibility.

(10) For more information, please refer to the section on the "Procedure for whistleblowing reports received by Eni SpA and by its subsidiaries" of this Report.

1.3 PRINCIPLES OF CORPORATE GOVERNANCE

The Board of Directors defined the inalienable principles of Eni's Corporate Governance system, identifying integrity and transparency as the founding principles of its system and stating its commitment to:

• adopting measures that ensure correct handling of any situation that may involve a conflict of interest, even potential, while safeguarding the rights of and relations with its stakeholders and providing complete, timely, clear and correct information, ensuring shareholders have equal access to information;
• pursuing the best Corporate Governance practices, including through comparison with the best Italian and foreign governance models and, in particular, with the principles issued by the most representative institutions and associations;
• promoting its Corporate Governance principles outside by encouraging observations and introducing new ideas, in particular through participation in institutional and sector working groups and by promoting relevant initiatives;
• promoting and maintaining an adequate, effective and efficient internal control and risk management system.

In performing its management and coordination activities, Eni acts in accordance with the principles of good corporate governance and management, legal and operational independence, as well as the specific interests of the individual companies, in particular of those listed and those subject to special regulations, the interests of any third-party shareholders, the confidentiality obligations that safeguard the commercial interests of the companies involved and that guarantee the correct application of market abuse regulations and, in the case of foreign companies, the applicable local regulations.

More specifically, among the aims pursued, actions designed to ensure an adequate, effective and efficient Group Internal Control and Risk Management System are of fundamental importance, in addition to compliance with the rules the Company is subject to also in its role as parent company.

1.4 SUSTAINABILITY AND STAKEHOLDERS DIALOGUE

A responsible and sustainable approach permeates Eni's activities and characterizes its actions aimed at value creation in the medium- and long-term for the Company and stakeholders. This distinctive approach allows it to continue operating even in complex scenarios, such as the current one, in which climate change, increasing energy consumption and the growth of the world's population, inequalities and conflicts are the major challenges. Eni helps to provide affordable, environmentally sustainable energy and also contributes to energy security. Eni's commitment to decarbonisation, aiming for Net Zero by 2050, is underpinned by short-, medium- and long-term emission reduction targets, in terms of intensity and overall, in all activities and throughout the life cycle of energy products sold. Eni, in its dual role as an economic and development actor, is committed to fostering a fair, effective and incisive transition that puts people — workers, communities, suppliers and customers — at the centre and considers the adoption of diverse and gradual solutions according to the specific contexts and internal constraints of host Countries. Eni is working to ensure that the process of decarbonisation will offer opportunities to convert existing activities and develop new production chains with significant employment and economic growth opportunities for the Countries where it operates, taking into consideration their varying levels of development 11.

Eni's Board of Directors endorses the creation of long-term value through the approval of the Strategic Plan (four-year plan and medium/long-term plan), which includes industrial business targets, financial performance and sustainability targets, including medium/long-term emission targets. In this context, of primary importance is the strategy aimed at creating value throughout the plan's entire time horizon, in a synergistic process that actively involves the company as a whole stakeholders

Eni operates under a logic of value creation over the Medium and Long-Term for the Company and all the

The role of the Board of Directors

The Board has defined the mandatory principles of Eni's Corporate Governance system

and, in particular, the Board of Directors, as the leading body of the corporate management. The new Strategic Plan was reviewed and approved by the Board of Directors during the meeting on February 26, 2025, as a result of a complex process of prior sharing, which had already begun at the previous meetings of December 12, 2024 and January 28, 2025, through the involvement of the Board in three readings focused on the context and scenario elements, as well as the explanation of the Strategic Plan by business segment.

The Board of Directors is supported by a specific Board Committee, the Sustainability and Scenarios Committee12, set up in 2014 by the Board, with preparatory, consultative and advisory functions on scenario and sustainability issues i.e. the processes, initiatives and activities aimed at overseeing the commitment, discussion and training relating to sustainable development along the entire value chain, with particular reference to the climate transition and technological innovation, access to energy and energy sustainability; environment and energy efficiency; local development, respect for and protection of human rights, integrity and transparency, and diversity and inclusion.

The Board of Directors also plays an active role in implementing Eni's strategy, including by approving investment projects and portfolio transactions included in the Strategic Plan, in accordance with the resolution on the powers reserved for it, and annually monitors their progress and compliance with requirements and targets, which also include the results of risk analyses and any assessments of the ESG impacts associated with the above transactions.

Eni's mission and its contribution to achieving the SDGs

Eni's commitment is also demonstrated in Eni's mission — approved by the Board of Directors in September 2019 — which organically integrates the 17 UN Sustainable Development Goals (SDGs) to which Eni intends to contribute13, aware that business development can no longer be separated from them. In this sense, from the initial stages of definition and development, certain business projects are measured against the SDGs in order to quantify the positive contribution they have in the respective countries. The assessment focuses in particular on the aspects of access to energy (SDG7), economic growth, occupational health and safety, the creation of local content (SDG8) and combating climate change (SDG13).

This cultural change already belongs to Eni's people and provides a continuous innovation drive, leveraging diversity as a universal development driver, respect for and promotion of human rights, integrity and transparency in managing its business, and protection of the environment.

Achieving the SDGs requires solid collaboration between the public and private sectors. Accordingly, Eni is committed to identifying and building alliances with committed partners (International Organisations, Italian and European institutions, development banks, private sector, cooperation bodies and agencies, civil society and religious organisations) with authoritative technical competence, prestige and reliability as well as presence and impact capacity in the Countries in which it operates. In this way, synergies and sharing know-how, expertise and assets can fuel the growth of the communities and Countries within a framework of economic diversification, land protection, education and training, access to energy and water, and health and hygiene promotion.

Examples of this are the partnerships initiated and strengthened by Eni with United Nations agencies such as UNIDO, UNESCO, UNICEF, IOM, ILO, the Ethical Fashion Initiative, an International Trade Centre (ITC) program – a joint agency of the United Nations and the World Trade Organisation (WTO) –, national cooperation agencies such as AICS and USAID, with Ministries of Health and local health institutions, civil society organisations such as ADPP, AVSI, Banco Alimentare, Medici con l'Africa - CUAMM, AISPO, Elsewedi Electric Foundation, E4Impact Foundation, IRC, NCBA CLUSA, Istituto Oikos

⁽¹²⁾ For more details on the Committee's tasks and activities in 2024, please refer to the "Sustainability and Scenarios Committee" section of this report.

⁽¹³⁾ For more information on Eni's contribution to achieving the SDGs, please see the Eni 2024 Sustainability Report.

Linea Rosa and VIS14, and private sector organisations such as CNH Industrial, Iveco Group, Centro Cardiologico Monzino, Istituto Giannina Gaslini and Gruppo San Donato. In 2024, Eni's continued its participation in the UN Global Compact, the largest global initiative on corporate sustainability, confirming its constant commitment to the United Nations principles for responsible business. Moreover, in 2024, the subsequent editions of the institutional capacity building initiative promoting renewable energy and accelerating the energy transition took place, in particular in Countries exporting fossil fuels, according to the three-year agreement signed by Eni and the International Renewable Energy Agency (IRENA). Following its adhesion to the Women Empowerment Principles (WEPs) in 2021, Eni conducted a self-assessment using the Gender Gap Analysis Tool and developed an Action Plan to promote a cross-cutting approach to gender equality and women's empowerment. As of 2023, the Action Plan is implemented with the involvement of the business units, ensuring autonomous and integrated management, as well as the mainstreaming of the Principles in all company areas.

Eni is also a member of the Extractive Industry Transparency Initiative (EITI), a multi-stakeholder initiative aimed at promoting responsible management of natural resources and strengthening the governance of the extractive sector. In addition to supporting its activities at the international level and contributing to the implementation of the EITI standard at the local level, Eni has been part of the EITI Board as an Alternate Member since 2023.

The new 2025-2028 Strategic Plan has confirmed specific actions to guide the transformation process of the company's business, with initiatives aimed at developing professional experience for the internal needs for skills that support the energy transition. As part of the transition-out activities or the transformation processes, Eni is committed to prioritising worker reskilling and upskilling programmes to support their relocation into new or transformed activities (in the context of the company or other companies)15.

As regards local development initiatives, the new Strategic Plan reaffirms the commitment to strengthen communities, with a particular focus on more complex and vulnerable contexts and in the sectors of access to energy, economic diversification, education and professional training, access to water and sanitation and land protection, improving people's quality of life and furthering their resilience mechanisms too, considering the transformations that the energy transition entails.

Support for and promotion of Human Rights is a solid value of Eni, which has always combined its local industrial activities with a deep respect for local communities and all stakeholders. This commitment, reaffirmed in the ECG Policy "Respect for Human Rights in Eni" approved by the Board of Directors in 2023, was followed during the year by actions to further strengthen the management controls that shape Eni's human rights management model, in line with the provisions of the United Nations Guiding Principles on Business and Human Rights (UNGP), the OECD Guidelines for Multinational Enterprises and in consideration of the current regulatory developments on the matter. In particular, a process was conducted during the year to update Eni's salient human rights issues, i.e. the most significant human rights issues for Eni and must have priority impact on the development of the company's human rights management model and activities. The process involved Eni people and a number of authoritative external stakeholders. In this context, a Specific Compliance Risk Assessment was also carried out to identify and assess specific risk activities and to identify, from a risk-based perspective, possible risk treatment actions. The outcomes of these processes, together with the various corporate functions' main efforts to implement the above-mentioned management model,

Eni commitment on respect and promotion of Human Rights

⁽¹⁴⁾ United Nations Industrial Development Organisation (UNIDO), United Nations Educational, Scientific and Cultural Organisation (UNESCO), United Nations Children's Fund (UNICEF), International Organisation for Migration (IOM), Agenzia Italiana per la Cooperazione allo Sviluppo (AICS - Italian Agency for Development Cooperation), - United States Agency for International Development (USAID); Ajuda de Desenvolvimento de Povo para Povo (ADPP - Aid for Development from People to People), Fondazione AVSI, engaged in development cooperation and humanitarian aid projects; CUAMM, active in the protection of the health of African populations; AISPO - Italian Association for Solidarity among Peoples; International Rescue Committee (IRC); NCBA CLUSA - National Cooperative Business Association; Oikos Institute, a non-profit organisation working to protect biodiversity and spread more sustainable life models; Linea Rosa - Anti-Violence Centre for Women Ravenna and Province; VIS - International Volunteering for Development.

⁽¹⁵⁾ For further information, please refer to the voluntary Sustainability Report published annually at the Shareholders' Meeting ("Eni for").

were discussed in detail by the Sustainability and Scenarios Committee in a dedicated meeting. This meeting was extended to all members of Eni's Board of Directors, with the aim of providing an update on EU regulatory developments on the issue of respect for human rights.

During the year, a framework was also developed to integrate Eni's human rights management model with a set of specific measures to prevent negative impacts on human rights in agri-feedstock initiatives developed by Eni in different geographical areas.

Given the relationship between human rights and security, in 2024 Eni again actively participated as a "full member" in the activities of the Voluntary Principles Initiative (VPI). VPI is an initiative made up of governments, international organisations and companies, which promotes the implementation of the Voluntary Principles on Security and Human Rights, aimed at supporting and guiding companies in the management of risks of human rights violation in security activities.

Finally, in 2024, the specific inter-functional working groups' activities continued in order to monitor regulatory changes in relation to human rights and analyse their implications for Eni, with particular reference to the European Directive on Corporate Sustainability Due Diligence. Incentives linked to performance on human rights were further strengthened under the goals assigned to the various managerial levels.

Other activities in the area of Ethics & Compliance include the updating in 2023 of the ECG Policy "Zero Tolerance against violence and harassment in the workplace", which was issued in 2021, consistently with the overall evolution of Eni's regulatory system. In 2023 and 2024, training and education activities were conducted with induction initiatives for office and operational staff.

Continuing the process of integrating financial and non-financial disclosure Eni started in 2010, the Management Report in the Annual Report has been supplemented since FY 2017 with a specific section entitled " Sustainability Report" (hereinafter the SR) which in 2025 will be drafted for the first time pursuant to the Corporate Sustainability Reporting Directive (CSRD) implemented in Italy with Legislative Decree No. 125/2024. The SR, which is prepared on the basis of the European Sustainability Reporting Standards (ESRS), is approved by Eni Board of Directors and is subject to limited assurance by the audit firm in charge of statutory audit of Eni's financial statements (PwC), in accordance with law and the appropriate professional standards for assurance on non-financial information. Sustainability reporting

To supplement the mandatory reporting, Eni continues to prepare a voluntary sustainability document — "Eni for", produced for the first time in 2006 and presented at the Shareholders' Meeting, subject to approval by the Board of Directors. "Eni for" elaborates on the content of mandatory sustainability reporting, emphasising concrete cases collected from Countries where it operates and enriching the report with interviews from third-party experts and testimonials from top management, to underline the company's commitment to sustainability issues.

The dialogue with stakeholders

Eni considers stakeholders engagement a fundamental lever for creating long-term value16 and, in particular, for the strategic planning process. Operating in 64 countries with different socio-economic environments, understanding stakeholders' expectations and integrating their demands into corporate decision-making processes are strategic factors in maintaining relationships distinguished by mutual trust, transparency and integrity.

This attitude responds to the recommendation of the Corporate Governance Code, according to which the Board of Directors must also promote, in the most appropriate forms, dialogue with the stakeholders relevant to the Company and is based on the principles established by the Board itself in Eni's Code of Ethics17. In particular, engagement is inspired by the principles of fairness, legality, transparency, traceability, respect for human rights, inclusion, gender equality and protection of the environment and communities.

(16) This section refers to dialogue with stakeholders other than shareholders. Dialogue with the latter is described in the section "Relations with shareholders and the market" of this Report, to which the reader should refer. (17) For more information on dialogue with stakeholders, please see the "Stakeholder Engagement Activities" section in the 2024 Annual Report.

Eni's relevant categories of stakeholders range from institutions, business associations, social partners, business partners and customers, training and research centres to members of society, including local communities, development cooperation organisations and NGOs. The continuous dialogue with each type of stakeholders involves corporate functions with specific roles, levels of involvement and activities. Methods of engagement include consultations with local authorities and communities, awareness-raising and supplier involvement initiatives, meetings and workshops with consumer associations, scientific research and collaboration agreements, among others.

In particular, the relationship with stakeholders in the individual territories is supported by the Stakeholder Management System (SMS) corporate application dedicated, since 2018, to mapping stakeholders from all Eni business lines for their operational activities and for new projects. These stakeholders are analyzed on the basis of their relevance and vulnerability in the context and their disposition towards the company's activities. SMS also collects the documentation relating to the relationship with individual stakeholders, including requests and grievances and the related response actions the company undertakes.

With these tools, SMS makes it possible to understand the main issues of interest of stakeholders and the potential impacts on Human Rights. This all helps to define the stakeholder engagement strategies in the territories of operation, the evaluations of company reputation with the various categories of stakeholders and the assessment and monitoring of "Relations with Local Stakeholders" operational risk. This risk is rated as Eni's Top Risk and is therefore subject to periodic reporting to the Board of Directors as part of Eni's Integrated Risk Management Model.

Please refer to the "Commitment to Sustainability" page of Eni's website for updates on managing sustainability to create long-term value, and to the "Stakeholder Engagement Activities" section of the SR for more in-depth information on stakeholder engagement matters relevant to Eni.

Thanks to a growing commitment to transparency and to the business model Eni has built over the last ten years to create sustainable value in the long-term, Eni share maintained a leadership positioning in the most popular ESG ratings and confirmed its presence in the main ESG indices18.

1.5 ENI'S CORPORATE GOVERNANCE INITIATIVES

Eni is committed to building a corporate governance system founded on excellence in our open dialogue with the market. Accordingly, the Company has pursued a number of initiatives for improving its own system and that of the nation, focusing heavily on communication with its stakeholders and demonstrating an ongoing commitment to helping shareholders exercise their rights effectively.

More specifically, in 2011 Eni provided a contribution to the debate on the corporate governance of listed Italian companies, based on the analysis of foreign best practices that are not yet established in the national system and to which Eni pays particular attention due to the international scope of its business. The results of the analysis, filtered through the Company's experience, led to the drafting of 35 proposals (regulatory and self-discipline) to improve the efficiency of the Italian system. A large portion of the proposals was incorporated as Recommendations of the Corporate Governance Code.

Following this initiative, in 2018 and 2019, the competent corporate functions, also with the support of an external consultant, carried out some in-depth analyses and engaged in dialogue with the market on aspects of possible interest, with a view to the continuous improvement of Eni's governance model to seize opportunities arising from studies and experience gained in the international context.

In particular, possible future evolutions of the Company's governance system were investigated by means of a survey and meetings of the Chairman of the Board of Directors with Eni's leading shareholders and proxy advisors.

Dialogue with the market on governance issues

(18) Please refer to the "Relations with shareholders and the market" section of this document and the "Investor" page of the website for timely updates on ESG indices and ratings relevant for financial markets.

This showed a substantial and widespread appreciation of Eni's governance system, which investors appear to consider adequate and efficient, without excluding the possibility of introducing governance solutions aligned with international models also adopted by Eni's peers.

During 2020, Eni participated in initiatives promoted by national and international bodies and associations, including the Enacting Purpose Initiative, promoted by the Saïd Business School of the University of Oxford, to explore the issue of the Company's purpose in terms of sustainability.

Furthermore, on December 23, 2020, Eni's Board of Directors resolved to adopt the Corporate Governance Code, which applies from January 1, 2021.

In 2021 Eni participated in working groups for the in-depth study of issues related to the application of the new Code, including that of the Observatory on engagement policies with shareholders, established by Assonime (the Association of Italian joint stock companies) to offer a permanent forum for discussion between listed companies called upon to define a policy of dialogue with shareholders, as required by the Corporate Governance Code. The in-depth study of the issue, also through the analysis of engagement policies adopted by institutional investors and asset managers as well as by representative trade associations, led to the development of a policy for dialogue with shareholders, approved on March 8, 2022 by Eni's Board of Directors, upon the proposal of the Chairman of the Board of Directors, in agreement with the Chief Executive Officer19.

In 2022, Eni participated in trade working groups for in-depth analysis of topics subject to European legislation such as reporting obligations and sustainability diligence duties, as well as Say on Climate resolutions.

Lastly, consideration was given to possible changes to the corporate model and, including on the basis of dialogue held with shareholders, it was agreed to maintain the current model.

In 2024, Eni contributed to the drafting of the position paper on Transformational Governance of the Global Compact, presented on July 17 at the "Transformational governance as a driver of responsible business and more ambitious climate action", event organised by the UN Global Compact Network Italy in partnership with the Italian Permanent Representation at the UN in New York.

Recognition of Eni's governance

Eni adopts the traditional

management and control model

Eni also achieved excellent results in indices specialised in analysing and assessing the quality of corporate governance, confirming its commitment to governance capable of guiding all strategic functions, with an integrated approach towards the creation of sustainable value.

Corporate governance initiatives, as well as the adoption of application modalities that go beyond the Recommendations of the Corporate Governance Code, will be described in more detail further on in this Report.

1.6 CORPORATE GOVERNANCE MODEL

1.6.1 The Corporate Governance Model of Eni SpA

Corporate Governance structure is based on the traditional Italian model, which – respecting the duties of the Shareholders' Meeting – assigns the strategic management of the Company to the Board of Directors, the heart of the organisational system, and supervisory functions to the Board of Statutory Auditors.

The statutory audit is carried out by an Audit Firm appointed by the Shareholders' Meeting.

In accordance with the By-laws, the Board of Directors appointed a Chief Executive Officer to manage the Company, while reserving decisions on certain issues exclusively to itself. The CEO is therefore the main person responsible for the management of the Company, apart from those tasks reserved to the Board. On June 4, 2020 (with effect from July 1, 2020), the Board also appointed, pursuant to the By-laws, two General Managers responsible for the Natural Resources and Energy Evolution Business Groups. Subsequently, on September 12, 2024 (with effect from October 1, 2024), the Board of Directors approved the Company's new organisational structure, reorganizing its business activities into three structures headed by three Chief Operating Officers (COOs) who report to the Chief Executive Officer. In particular, the "Chief Transition & Financial Officer" structure was established; the "Natural Resources" structure was renamed "Global Natural Resources", and a new structure called "Industrial Transformation" was created. The COOs of the "Chief Transition & Financial Officer" and "Global Natural Resources" structure were also appointed as General Managers by the Eni Board of Directors20.

The Board of Directors gave its Chairman a major role in internal controls21. The Board also decided that the Chairman will, in accordance with the By-laws, be legal representative of the Company, responsible for managing institutional relationships in Italy, together with the CEO.

The model therefore makes a clear separation between the functions of the Chairman of the Board of Directors and those of the CEO, both of whom are empowered to represent the Company, in accordance with Art. 25 of the By-laws.

The Board of Directors has created four internal Committees having consulting and advisory functions: the Control and Risk Committee, the Remuneration Committee, the Nomination Committee and the Sustainability and Scenarios Committee. These Committees report to the Board at every meeting, through their respective Chairmen, on the most significant matters that they have addressed22.

Other key players in the Eni Governance model include:

• the Officer in charge of preparing financial reports (Financial Reporting Officer), that the Board of Directors has identified, starting from August 1, 2020, in the Head of the Accounting and Financial Statements function of the Company;
• the 231 Supervisory Body, appointed by the Board and composed by one internal member (identified as the Head of Internal Audit), the Chair of the Board of Statutory Auditors and 3 external members, including the Chair.

For more information on the Financial Reporting Officer and the 231 Supervisory Body, please see the specific sections of this Report.

Certain organisational and managerial decisions highlighted in this Report, including the designation of the Board of Statutory Auditors as the Audit Committee, were made to achieve compliance with US regulations, to which the Company is subject as a NYSE-listed company23.

Please refer to the Executive Summary for a graphic representation of the governance structure and organisational macrostructure of Eni SpA, also available on the eni.com website.

(20) With the consequent application also of the provisions of Italian law governing the liability of the BoD members.

• (21) For more information, please see the section devoted to the Chairman of the Board of Directors in the "Internal Control and Risk Management System" section of this Report.
• (22) For more information, please see the "Board Committees" section of this Report.
• (23) For more information, please see the "Board of Statutory Auditors" section of this Report.

1.6.2 The Main Management Committees

Eni Steering Committee24

Eni Steering Committee

The Steering Committee, chaired by the CEO of Eni, is composed of: GM/COO Chief Transition & Financial Officer; GM/COO Global Natural Resources; COO Industrial Transformation; Director Stakeholder Relations & Services.

Owners of other positions participate in the work of the committee in relation to the topics to be discussed.

The Chairman of the Board of Directors is invited to participate in all meetings. The Board Secretary and Counsel participates in the activities of the committee for issues related to the Board of Directors. The secretarial activities of the Eni Steering Committee are carried out by the Director of Corporate Affairs and Governance.

The Eni Steering Committee meets monthly and in any case, as a rule, in view of the meetings of the Board of Directors to examine issues of strategic interest and to be brought to the attention of the Board of Directors.

As of October 1, 2024, the Eni Steering Committee took on the functions25 of the Risk Committee, which was simultaneously abolished26.

Management Committee

Management Committee

The Management Committee, presided over by the CEO Eni, is composed of: the GM/COO Chief Transition & Financial Officer, GM/COO Global Natural Resources, COO Industrial Transformation, Director Legal Affairs and Commercial Negotiations, Director Corporate Affairs and Governance, Director Integrated Compliance, Director External Communications, Director Internal Audit, Director Public Affairs, Director Integrated Risk Management, Director Stakeholder Relations & Services, Director Technology, R&D & Digital; Director CCUS, Forestry & Agro-Feedstock, Director Development, Operations & Energy Efficiency, Director Exploration, Director Global Gas & LNG Portfolio, Director Power Generation & Marketing, Director Global Trading, Director Refining Evolution and Transformation, Director Upstream, CEO Enilive, CEO Eni Plenitude, CEO Eni Rewind, CEO Versalis, Chairman of the Board Enilive, Head of Accounting and Financial Statements, Head of Planning, Control and Insurance.

The Management Committee meets periodically to examine the priority topics with relevance to the company, as suggested by the CEO and as proposed also by the committee members. The Chairman of the Board of Directors is invited to attend the Committee's meetings. Other persons may also be invited to attend those meetings where their duties relate to items on the agenda.

The Head of Corporate Affairs and Governance shall act as the Management Committee's Secretary.

Eni Regulatory System Committee

The Eni Regulatory System Committee consists of the managers, who also act as Process Owners, of the following corporate functions: Corporate Affairs and Governance, Administration and Financial Reporting, Integrated Compliance, Integrated Risk Management, Human Resources and Organisation and Internal Audit — the latter as auditor and for specific contributions to the internal control and risk management system.

The Eni Regulatory System Committee, as a whole, is responsible for:

• reporting the need to develop a possible new Ethics, Compliance and Governance (ECG) theme to the CEO of Eni SpA;
• identifying the Process Owners of the ECG Policies and proposing them to the CEO of Eni SpA;

(24) Established July 15, 2024.

(25) The Risk Committee provided advice to the CEO on the major risks facing Eni and, specifically, reviewed and offered its opinion on the main results of the Integrated Risk Management process.

(26) For more information, please see the section on the Risk Committee in this Report.

Eni Regulatory System Committee

• assessing Policies ECG in advance, as a verifying committee, as well as the formal or substantial nature of the changes made for the approval process of the regulatory instrument and the subsequent transposition process by the subsidiaries;
• supporting the CEO of Eni SpA, in his role as Process Owner of the Regulatory System, in the overall governance of the development and application of the Regulatory System;
• approving the areas of compliance and identifying the people in charge of them, validating the compliance and governance models.

The Human Resources and Organisation function ensures the coordination of the activities of the Eni Regulatory System Committee.

1.6.3 Corporate Governance Model for Eni Companies

Through a specific regulatory instrument, the Board of Directors of Eni, consistent with its duties, established the corporate governance system and rules for Eni's Italian and foreign subsidiaries, as well as the criteria and procedures for appointing members of the corporate bodies of associated companies, and the fundamental principles for the exercise by Eni SpA of management and coordination activities.

For further details, see the section of this Report on the ECG Policy "Corporate Governance for Eni companies".

27

2. Information on the ownership structure²⁷

2.1 SHARE CAPITAL STRUCTURE, SIGNIFICANT SHAREHOLDINGS AND SHAREHOLDERS' AGREEMENTS

Eni's share capital is made up of ordinary registered shares. The shares are indivisible and each one grants the holder the right to one vote. Holders of Eni shares have the right to vote in the Company's ordinary and extraordinary Shareholders' Meetings, and exercise the corporate and property rights given them under the laws in force, subject to the limits specified by the latter and by the Company's By-laws.

At March 18, 2025, the Company's share capital amounted to €4,005,358,876 — fully paid-up — and is made up of 3,146,765,114 ordinary shares without par value28.

The Company's shares have been listed on Euronext Milan managed by Borsa Italiana SpA since November 1995. Also in 1995, Eni issued an American Depositary Receipts (ADR) programme for the US market. An ADR consists of a share certificate representing foreign company shares traded on stock exchanges of the United States. Each Eni ADR represents two ordinary shares and is traded on the New York Stock Exchange29.

Eni is therefore subject to the control of the Ministry of the Economy and Finance, which has enough votes to exercise a dominant influence in the ordinary Shareholders' Meeting of the Company, through stakes held directly in the Company30 and indirectly through Cassa Depositi e Prestiti SpA (CDP SpA), a company controlled by the Ministry.

However, Eni is not subject to the management and coordination of the Ministry of the Economy and Finance31 or of CDP SpA, pursuant to Art. 2497 of the Italian Civil Code, nor is the Company aware of any agreements between shareholders, pursuant to Art. 122 of the Consolidated Law on Financial Intermediation.

• rules that apply to the appointment and replacement of Directors, as specified in letter l) of the above-mentioned regulation, please refer to the paragraph "Appointment", of the section "Board of Directors";

(29) For more information on the ADR program, please refer to the Investors section of Eni's website.

(30) It should be noted that on May 15, 2024, the Ministry of Economy and Finance announced to the public the sale of No. 91,965,735 ordinary shares of Eni SpA, corresponding to approximately 2.8% of the share capital by means of an "Accelerated Book Building - ABB" reserved to qualified investors in Italy and foreign institutional investors. Following the transaction, the stake held by the Ministry of Economy and Finance in Eni SpA decreased from approximately 4.8% to approximately 2% of the share capital. For more information, please refer to the press release issued by the Ministry of Economy and Finance dated May 15, 2024, available at the following website https://www.mef.gov.it/export/sites/MEF/ufficio-stampa/comunicati/2024/documenti/comunicato_0065en.pdf. (31) Art. 19, paragraph 6 of Italian Decree Law No. 78/2009, ratified by Law No. 102/2009, specifies that the reference to management and coordination activity contained in Art. 2497, paragraph 1 of the Italian Civil Code must be interpreted with reference to the fact that "entities" refers to "collective legal subjects, other than the State, having shareholdings in the Company as part of their entrepreneurial activity or for economic or financial purposes".

⁽²⁷⁾ Information on the shareholding structure is provided in accordance with the provisions of Art. 123-bis, paragraph 1, of the Consolidated Law on Financial Intermediation. with reference to:

^• the mechanism for the exercise of voting rights in any employee share scheme where voting rights are not exercised directly by the employees, as specified in letter (e) of the above-mentioned regulation, please note that the Company, as of the approval date of this Report, has adopted employee share schemes, subject to the rules for the exercise of voting rights provided for by law and by Eni's By-laws for all shareholders. With reference to the "Employee Stock Ownership Plan" addressed to all employees and to the existing share-based incentive plans, please refer to the Report on 2025 Remuneration Policy and remuneration paid 2024 and to the Information Document on Eni's 2024-2026 Employee Stock Ownership Plan, which are available at the website www.eni.com;

^• amendments to the By-laws, as specified in letter l) of the above-mentioned regulation; please refer to the paragraph "Shareholders' Meeting and rights".

⁽²⁸⁾ For further details on the changes during 2024 and up to the approval of this Report on the number of shares representing the share capital following the cancellation of the treasury shares purchased under the buyback programs approved by the Shareholders' Meeting, please refer to the section "Powers to Directors to increase share capital, issue participatory debt financial instruments and authorisation to purchase treasury shares" of this Report.

The following is a representation of the share capital structure and the breakdown of sharehoders structure by size of holding and geographical area, based on the registered recipients of the payment of the second tranche for and in place of the dividend for 2024 made by intermediaries (ex-dividend date November 18, 2024 - record date November 19, 2024 - payment date November 20, 2024)32, updated with the nominative notices received.

SHARE CAPITAL STRUCTURE (%)

ENI SHAREHOLDING: BREAKDOWN BY NUMBER OF SHARES HELD

Number of shareholders 266,045 Number of shares 3,284,490,525 Size of holding Treasury shares Identity of shareholders not provided >10% 3%-10% 2%-3% 1%-2% 0.5%-1% 0.3%-0.5% 0.1%-0.3% ≤0.1% 1 936,179,478 (28.503%) 0 (0%) 0 (0%) 234,112,355 (7.128%) 290,147,205 (8.834%) 107,750,760 (3.281%) 164,787,511 (5.017%) 2,106,571 (0.064%) 388,870,646 (11.840%) 0 0 1 5 12 8 70 265,948 1,160,535,999 (35.333%)

Share Capital: 4,005,358,876

(32) The figures shown in the following graphs do not take into account the free of charge shares granted to Eni's employees (as provided by the " Employee Stock Ownership Plan" approved by the Eni Shareholders' Meeting of May 15, 2024), the termination of the 2024 buyback program on February 20, 2025, and the subsequent cancellation of 137,725,411 treasury shares with no par value without reduction of share capital, resolved by the Extraordinary Shareholders' Meeting of May 15, 2024, which was executed on March 13, 2025. For updates on the number of treasury shares and for further details on the changes during 2024 and up to the approval of this Report on the number of shares representing the share capital following the cancellation of the treasury shares purchased under the buyback program approved by the Shareholders' Meeting, please refer to the section "Powers to Directors to increase share capital, issue participatory debt financial instruments and authorisation to purchase treasury shares" of this Report.

ENI SHAREHOLDINGS: GEOGRAFICAL BREAKDOWN

Share Capital: 4,005,358,876 - Number of shares: 3,284,490,525 - Number of shareholders: 266,045

The following table shows the percentage of Eni's share capital owned directly or indirectly by shareholders or persons whose declared holdings exceed a major holding threshold pursuant to Art. 120 of the Consolidated Law on Financial Intermediation and the Consob Issuers Regulation and in any case by controlling shareholders.This threshold is updated based on information available to the Company.

SHAREHOLDERS WITH SIGNIFICANT INVESTMENTS

Controlling shareholders	Number of shares	% of total ordinary shares at December 31, 2024(a)	% of total ordinary shares as at March 18, 2025(b)
Ministry of the Economy and Finance	65,586,402	1.997	2.084
CDP SpA	936,179,478	28.503	29.751
Total	1,001,765,880	30.500	31.835

(a) At December 31, 2024, the share capital was represented by 3,284,490,525 ordinary shares without par value.

(b) Following the cancellation of 137,725,411 treasury shares without par value, executed on March 13, 2025, the share capital as at March 18, 2025 is represented by 3,146,765,114 ordinary shares without par value.

2.2 SHAREHOLDING LIMITS AND RESTRICTIONS ON VOTING RIGHTS

Pursuant to Art. 6.1 of the By-laws, in accordance with the special provisions specified in Art. 3 of Decree-Law No. 332 of 1994, ratified by Law No. 474 of 1994 (Law No. 474/1994), under no circumstances whatsoever may any party directly or indirectly hold more than 3% of the share capital. Exceeding these limits shall lead to a suspension of the exercise of voting rights or any other rights (except property rights) related to the shares exceeding the aforementioned limit but leaving the property rights for such shares unchanged.

Therefore, while formally placing a limit on share ownership, in reality the rule restricts the exercise of voting rights and any other rights except property rights related to shares exceeding 3% of the share capital.

For the purposes of calculating the shareholding limit (3%), shares held through trustees and/or intermediaries are also taken into account.

Pursuant to Art. 32.2 of the By-laws and the aforementioned regulations, shareholdings in the share capital of the Company held by the Ministry of the Economy and Finance, public bodies, or organisations controlled by the latter are exempt from this provision.

Lastly, the special provision states that the clause regarding shareholding limits shall not apply if the above limit is exceeded following a takeover bid, provided that the bidder – as a result of the takeover – will own a shareholding of at least 75% of the capital with voting rights in deliberations regarding the appointment or dismissal of Directors33.

2.3 SECURITIES THAT CONFER SPECIAL RIGHTS

The Company has not issued securities that confer special controlling rights. The By-laws of Eni do not Provide for shares that give the holder a weighted vote.

2.4 SPECIAL POWERS OF THE STATE

Decree-Law No. 21 of March 15, 2012, ratified, with amendments, by Law No. 56 of May 11, 2012 ("Law No. 56/2012") brought Italian laws on the special powers of the State in line with European Union (EU) rules.

The special powers apply to company assets in the defence and national security sectors, broadband electronic telecommunications networks based on 5G technology, cloud-based and other assets relevant to cybersecurity, as well as companies that hold strategic assets in the energy, transport and communications sectors as defined by implementing measures.

With reference to the energy sector, the special powers consist, in brief, in (a) the power to veto or impose specific conditions or rules on certain operations, acts or resolutions concerning strategic assets (identified by Prime Ministerial Decrees nos. 179 and 180 of 2020) and which give rise to an exceptional situation, not governed by national and European sector regulations, of a threat of a serious prejudice to public interests relating to the safety and operation of networks and systems and the continuity of supplies (b) the power to impose commitments or oppose the purchase of shareholdings in companies that hold strategic assets such as to result in the

(33) Pursuant to Law No. 266 of 2005 (2006 Finance Act), to which a specific section of this Report is dedicated, this clause would cease to apply if the rules regarding the issue of shares or participating financial instruments — such as those specified in the law itself — were included in the By-laws.

3% holding and voting limit provided by law and By-laws

assumption of control of the company and the purchase, by a non-EU party, of shareholdings that give a portion of voting rights or capital equal to 10%, taking into account the shares or quotas already directly or indirectly held, when the total value of the investment is equal to or exceeds €1 million, or exceeds the thresholds of 15%, 20%, 25% and 50% of the share capital, if the acquisition entails a threat of a serious prejudice to the essential interests of the State or a danger to security or public order.

Companies that hold strategic assets or those who intend to acquire equity investments in such companies are required to notify the Prime Minister's Office with complete information on the resolution, deed or transaction on strategic assets or on the purchase of equity investments. The obligation of notification also extends to the establishment of an entity that carries out activities of strategic relevance or holds strategic assets when one or more shareholders, outside the European Union, hold a share of voting rights or capital equal to at least 10 percent.

With specific regard to the power referred to in point b), until such notification and, subsequently, until the time period for any exercise of such power has begun, the voting rights or any rights other than property rights attaching to the material equity interest are suspended.

In the event of breach of the commitments imposed, for the entire relevant period the voting rights or any rights other than property rights attaching to the material equity interest are suspended. Any resolutions adopted with the decisive vote of such equity interest, or any other resolutions or acts adopted in violation or breach of the commitments imposed are void. In addition, except where the situation represents a criminal offence, non-compliance with the commitments imposed shall be punishable by a pecuniary administrative penalty.

In the event of objection, the acquiring party may not exercise the voting rights or any rights other than property rights attaching to the material equity interest, which such party shall sell within one year. In the event of failure to comply, at the request of the Government, the courts shall order the sale of the material equity interest. Resolutions of the shareholders' meeting adopted with the decisive vote of such equity interest are void.

These powers are exercised exclusively on the basis of objective and non-discriminatory criteria.

Lastly, it should be noted that Decree-Law No. 104/2023, ratified by Law No. 136/2023, amended Decree-Law No. 21/2012, ratified by Law No. 56/2012, by providing that the special powers may also be exercised on acts, transactions and resolutions within a corporate group involving assets covered by intellectual property rights pertaining to artificial intelligence, semiconductor manufacturing machinery, cybersecurity, aerospace, energy storage, quantum and nuclear technologies, and food production technologies and concern one or more entities outside the European Union (subject to verification of the conditions for the exercise of the special powers).

2.5 SHARES AND PARTICIPATING FINANCIAL INSTRUMENTS REFERRED TO IN LAW NO. 266 OF DECEMBER 23, 2005

With the aim of "promoting privatisation and the diffusion of investment in shares" of companies in which the State holds a material shareholding, Art. 1, paragraphs 381-384 of Law No. 266 of 2005 (2006 Finance Act) allowed companies primarily controlled by the State, such as Eni, to insert provisions in their By-laws, whereby shares or participatory debt financial instruments can be issued that grant the special Shareholders' Meeting of the holders of these instruments the right to request that new shares — even at par value — or new participatory debt financial instruments with voting rights in the ordinary and extraordinary Shareholders' Meeting be issued to them.

Adopting this amendment would imply the elimination of the shareholding limit indicated in Art. 6.1 of the By-laws. At present, Eni's By-laws do not include this provision.

2.6 MATERIAL AGREEMENTS THAT WOULD BECOME EFFECTIVE, BE MODIFIED OR EXTINGUISHED IN THE EVENT OF A CHANGE OF CONTROL OF ENI34

Except as specified below, Eni and its subsidiaries are not parties to any material agreements that can be disclosed without causing serious prejudice to the Company, and that would become effective, be modified or extinguished should the Shareholders who control Eni change.

Material agreements are agreements that have been examined and approved by the Board of Directors since they fall within its exclusive responsibility.

It should be noted that on January 22, 2022 Eni SpA and CDP Equity SpA (previously CDP Industria SpA35) renewed the shareholders' agreement (signed for the first time on October 27, 2015) to exercise joint control over Saipem SpA, pursuant to which the same agreement shall immediately cease to be effective if the parties cease to be subject, directly or indirectly, to the common control of the Ministry of the Economy and Finance. The agreement, with an initial term of three years, was automatically renewed on January 22, 2025 expiry date for a further three years, as the option of termination with at least six months' notice, provided for in the agreement, was not exercised.

With reference to the proposed cross-border merger of Subsea7 SA into Saipem SpA, the controlling shareholders of Saipem SpA (Eni SpA and CDP Equity SpA) have undertaken with Siem Industries SA, the largest shareholder of Subsea7, to provide support for the transaction, as well as to define the principles that will govern the corporate governance of Saipem in a shareholders' agreement that will be signed between the three parties.

For more information, please see the documentation made available to the public in accordance with applicable law on the websites of Consob and Saipem SpA.

2.7 AGREEMENTS BETWEEN THE COMPANY AND DIRECTORS WHICH ENVISAGE INDEMNITIES IN THE EVENT OF RESIGNATION OR DISMISSAL WITHOUT JUST CAUSE, OR IF THEIR EMPLOYMENT CONTRACT SHOULD TERMINATE AS THE RESULT OF A TAKEOVER BID

Information on any agreements between the Company and Directors concerning indemnities in the event of resignation or dismissal without just cause or termination of employment as the result of a takeover bid are provided — in accordance with the recommendations of the Format for drafting this Report — in the Report on Remuneration Policy and remuneration paid pursuant to Art. 123-ter of the Consolidated Law on Financial Intermediation, published in the "Governance" section of the Company's website eni.com, in the chapter on "Officers covered by the Policy," to which the reader should refer for more information.

2.8 POWERS TO DIRECTORS TO INCREASE SHARE CAPITAL, ISSUE PARTICIPATORY DEBT FINANCIAL INSTRUMENTS AND AUTHORISATION TO PURCHASE TREASURY SHARES

The Board of Directors has not been given the power to increase the share capital pursuant to Art. 2443 of the Italian Civil Code. The Board of Directors does not have the power to issue participatory debt financial instruments.

(34) In accordance with the Format recommendations on the preparation of this Report, the By-laws of the Company do not contain an exception to the passivity rule set out in Art. 104, paragraphs 1 and 1-bis, of the Consolidated Law on Financial Intermediation, nor do they require the application of the neutralisation rule provided for under Art. 104-bis, paragraphs 2 and 3 of this law. (35) On December 31, 2022, the merger by incorporation of CDP Industria SpA into CDP Equity SpA was completed and, taking effect on the same date, CDP Equity SpA took over from CDP Industria SpA in the shareholders' agreement and in all rights and obligations previously pertaining to the latter pursuant to that Agreement.

As of March 13, 2024, Eni held 181,668,440 treasury shares, equal to approximately 5.38% of the share capital. On March 25, 2024, in accordance with the authorization granted by the Extraordinary Shareholders' Meeting on May 10, 2023, 91,447,368 treasury shares — acquired under the 2023 share buyback program to remunerate shareholders — were canceled. As a result of the cancellation of the treasury shares, the Company held 90,221,072 treasury shares in the portfolio, equal to 2.7% of the share capital post-cancellation.

The Ordinary Shareholders' Meeting of May 15, 2024 authorised the Board of Directors to proceed with the purchase and disposal of shares of the Company, in multiple instalments until the end of April 2025, for a maximum number of 328,000,000 ordinary shares (equal to approximately 10% of the share capital of Eni SpA), for a total outlay of €3.5 billion.

The Shareholders' Meeting also authorised the cancellation of any treasury shares purchased pursuant to the Shareholders' Meeting authorization and for the purpose of remunerating shareholders, for a maximum number of 321,600,000 ordinary shares, representing approximately 9.8% of the Company's share capital.

In implementation of the Board of Directors' resolution of April 4, 2024 and the aforementioned Shareholders' Meeting authorisation, a €1.6 billion share buyback programme was launched on May 27, 2024. In October, Eni announced a further increase in its 2024 share buyback programme from €1.6 billion to €2 billion.

On February 26, 2025, the Company announced to the market the termination of its 2024 share buyback program, launched on May 27, 2024, as announced to the market on May 23, 2024. As part of the program, Eni purchased 144,125,411 treasury shares (equal to 4.4% of the share capital) for a total value of €1,999,999,991. Following the purchases made up to February 20, 2025, considering the treasury shares already in the portfolio and the assignment of ordinary shares to Eni employees (as provided by the "Long-Term Incentive Plan 2020-2022" approved by Eni's Shareholders' Meeting of May 13, 2020 and by the "Employee Stock Ownership Plan" approved by Eni's Shareholders' Meeting of May 15, 2024), the Company held 229,335,738 treasury shares, equal to 6.98% of the share capital. On March 13, 2025, 137,725,411 treasury shares, purchased for the purpose of remunerating shareholders, were cancelled. Therefore, as of March 18, Eni held 91,610,327 treasury shares, equal to approximately 2.91% of the share capital.

Information on treasury shares is available on the "Shareholders" page of the "Governance" section of the Company's website.

36

3 Corporate governance information36

3.1 COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

With resolution of the Board of December 23, 2020, Eni adopted37 the 2020 Corporate Governance Code38 (hereinafter the "Corporate Governance Code" or the "Code"), whose Recommendations are applicable starting from January 1, 2021, prepared by the Italian Corporate Governance Committee.

The adoption of the Corporate Governance Code is formally decided by the Board of Directors of Eni, with the support of the competent Committees where necessary. Following the adoption, on January 21, February 18 and April 1, 2021, the Board also approved some adaptation measures and application modalities, including improvements, to the new Code, while an "action plan" was defined and completed to adapt the Company's governance system, including the changes to corporate documents for the implementation of the new Recommendations. Eni applies the Recommendations of the Code intended for large companies, not with concentrated ownership, according to the definitions of the Code itself.

The adoption was announced to the public in a press release.

In addition, in order to provide the market with a simple, transparent and comparable assessment of the choices made by the Company, and maintain the continuity of disclosures, the text of the Corporate Governance Code, integrated with the application modalities, including improvements, adopted by Eni in relation to individual recommendations, accompanied by the related reasons, is published before publication of the annual Corporate Governance Report on Eni's website eni.com (under the Governance section)39.

Therefore, starting from January 1, 2021, roles, responsibilities and regulatory instruments of the Company must take into account the new Recommendations provided for by the Corporate Governance Code, as well as the decisions taken by the Board of Directors regarding the application modalities of the same recommendations.

The following sections details the decisions taken by the Eni Board of Directors in adopting the Recommendations of the Corporate Governance Code.

Role of the Board of Directors (Art. 1 of the Corporate Governance Code)

In line with the Recommendations of the Corporate Governance Code the functions of the Board of Directors have been defined, thereby confirming its strategic role and central position within the Company's Corporate Governance system and its wide range of responsibilities, including in terms of Company and Group organisation and the Internal Control and Risk Management System40.

Eni adopted the 2020 Corporate Governance Code, in force since January 1, 2021

⁽³⁶⁾ Corporate Governance information is provided in accordance with the provisions of Art. 123-bis, paragraph 1, letters (e) and (l), and paragraph 2, of the Consolidated Law on Financial Intermediation.

⁽³⁷⁾ The Board adopted the Corporate Governance Code for the first time (ed. 1999) with a resolution of January 20, 2000 and, subsequently, with resolutions of December 13, 2006, December 15, 2011, April 26, 2012, December 11, 2014, February 25, 2016 and February 14, 2019.

⁽³⁸⁾ The Corporate Governance Code is available to the public on the website of Borsa Italiana and the Italian Corporate Governance Committee at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020eng.en.pdf.

⁽³⁹⁾ The document, which replaced the Eni Code of December 13, 2006, was updated the subsequent adoptions of the Corporate Governance Code of 2011, 2014, 2015, 2018 and 2019.

⁽⁴⁰⁾ For more information, please refer to the "Internal Control and Risk Management System" section of this Report.

In addition, since 2006, the interests of stakeholders other than shareholders have been considered key variable that the Directors of Eni must assess in taking informed decisions and in creating value over the medium-to-long-term. In addition, in September 2019, Eni adopted a mission that integrates the 17 Sustainable Development Goals of the United Nations, which embrace every area of social, economic and environmental development, viewed in an integrated and organic way, to which Eni intends to provide an active contribution. The choices of the Board of Directors implement, also improving it, Principle I of the Code, which recommends that "the Board of Directors leads the Company by pursuing its sustainable success"41.

A central role is reserved for the Board of Directors, upon the proposal of the Chief Executive Officer, in the definition of the strategic guidelines and objectives of the Company and the Group, pursuing their sustainable success and monitoring their implementation42.

In particular, it reviews and approves the Four-Year Plan and the Medium/Long-Term Plans of Eni and the Group and their respective budgets, also on the basis of the matters that are relevant for long-term value generation and the support of the Sustainability and Scenarios Committee (Recommendation 1, letter (a) of the Code)43, periodically monitors its implementation and assesses the general course of the business, comparing the results achieved with those planned (Recommendation 1, letter (b) of the Code). Furthermore, with reference to the Four-Year Plan, the Board defines the nature and level of risk compatible with the strategic objectives of the Company on the basis of an estimate of risk probability and impact, provided by the Integrated Risk Management function (and, if necessary, updated during the year), including in its assessments all the elements that could be relevant for the Company's sustainable success (Recommendation 1, letter (c) of the Code).

The Board has engaged in establishing the general criteria for identifying significant transactions for the Company and its subsidiaries that have an impact on the company's strategies, profitability, assets and liabilities, or financial position, submitted for approval by the Board itself (Recommendation 1, letter e) of the Code), adopting conduct and procedural controls regarding those cases in which the Directors and Statutory Auditors have an interest of their own or on behalf of another, including in the case of transactions with related parties of Eni. The Board also takes care to ensure compliance with the principle of correct corporate and entrepreneurial management of subsidiaries, and that their managerial independence is not compromised, in particular in the cases of listed companies and companies for which legislative or regulatory provisions make it necessary. It also ensures the confidentiality of transactions between said subsidiaries and Eni or third parties for the protection of the subsidiaries' interests.

Subsidiaries having strategic relevance

The Board has also specified the subsidiaries44 having strategic relevance (Versalis SpA, Eni Plenitude SpA Società Benefit and Eni International BV) also for the purpose of applying the relevant Recommendations of the Code and, in addition to the aforementioned principle of safeguarding the managerial independence of listed subsidiaries, has undertaken to comply with the provisions of the Code referring to the shareholders of the issuers.

The Board also has the task of defining the corporate governance system and rules of the Company, assessing and promoting the suitable changes, where necessary, and submitting them, where applicable, to the Shareholders' Meeting, as well as defining the structure of the Group. It also defines the fundamental guidelines of the organisational, administrative and accounting structure, including the Internal Control and Risk Management System, of the Company, the subsidiaries having strategic relevance and the Group, and to assess their adequacy, with particular reference to the internal control

⁽⁴¹⁾ The Code defines "sustainable success" as the objective that guides the action of the Board of Directors and consists of creating long-term value for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the Company. (42) For more information, please refer to the "Powers and Responsibilities" section of the Board of Directors and the "Sustainability and Stakeholders Dialogue" section in this Report.

⁽⁴³⁾ For more information, please refer to the "Sustainability and Stakeholders Dialogue" section of this Report.

⁽⁴⁴⁾ With reference to Saipem SpA, which since January 22, 2016 is no longer under the sole control of Eni in accordance with Art. 93 of the Consolidated Law on Financial Intermediation, the Board of Directors confirmed its competence to resolve on the exercise of voting rights and, after hearing the Nomination Committee, on the appointment of the members the corporate bodies of Saipem SpA.

and risk management system (Recommendation 1, letter d)). In particular, every six months, it has provided for the assessment of the adequacy and effectiveness of the Internal Control and Risk Management System and annually also the assessment of the adequacy and effectiveness of the organizational structure of this system, unless changes require a six-monthly update.

With respect to the correct management of corporate information (Recommendation 1, letter f), in October 2018 the Board, acting on a proposal of the CEO and after consultation with the Control and Risk Committee, approved the internal rules concerning Market Information Abuse (Issuers)45. On the occasion of the adoption and implementation of the Recommendations of the Code, with reference to Principle III and Recommendation 2, the Board did not deem it necessary to submit proposals for amendments to the Company's corporate governance system to the Shareholders' Meeting, including in light of the assessments made by the previous Board. An additional check was carried out in 2022 by the Board of Directors in office, following which it was not considered necessary to make changes to the current system.

Finally, the Board, upon the proposal of the Chairman of the Board of Directors, in agreement with the Chief Executive Officer, in the meeting of March 8, 2022 approved a policy for managing dialogue with the generality of shareholders46, also taking into account the engagement policies adopted by institutional investors and asset managers (Recommendation 3 of the Code). For more information, please refer to the dedicated paragraph of this report. The dialogue with other relevant stakeholders, promoted by the Board starting from the definition of the principles and guidelines set out in the Company's Code of Ethics, is governed by other Eni regulatory instruments47.

Composition of Corporate Bodies (Art. 2 of the Corporate Governance Code)

In line with the By-Laws and the Corporate Governance Code (Recommendation 4), the Board of Directors has appointed a Chief Executive Officer, to whom it has entrusted the management of the Company, reserving the decision on certain matters to its sole competence. The Chief Executive Officer is therefore the person responsible in charge of managing the Company.

For the composition of the Board, the Shareholders' Meeting could take into account the guidelines given to the market by the previous body as regards diversity, professionalism, experience, and skills, also with regard to the strategies of the Company, its transformation and the path of energy transition. The size and composition, also in terms of diversity, of the Board are subject to evaluation within the annual Board Review.

The number of independent Directors pursuant to the Code (7 out of 9) is higher than what the Code recommends for large companies with non-concentrated ownership equal to at least half of the Board of Directors (Recommendation 5).

Since 2006, when previous versions of the Corporate Governance Code were in force, Eni's Board of Directors has specified recommended independence criteria for Directors.

Following the adoption of the Corporate Governance Code, before the annual assessment and taking into account the new recommendations, the Board, with the support of the Nomination Committee, defined again the criteria for assessing the significance of the additional remuneration and relationships that may jeopardise the independence of a director, confirming certain past choices. It also adopted the criteria established by the Corporate Governance Code for the definition of close relatives, as listed in the related Q&A48.

Eni specifications for independence criteria

⁽⁴⁵⁾ For more information, please refer to the Management System Guideline "Market Information Abuse (Issuers)" section of this Report.

⁽⁴⁶⁾ The complete policy for managing the dialogue with shareholders is available, also in English, in the "Governance" section of Eni's website.

⁽⁴⁷⁾ For more information, please refer to the "Sustainability and stakeholders dialogue" section of this Report.

⁽⁴⁸⁾ These criteria were confirmed by the current Board of Directors at its meeting on May 11, 2023. For more information, please refer to the "Independence requirements" section of this Report.

The periodic assessments on the continued compliance with independence requirements by the Directors are carried out by the Board of Directors with the support of the Nomination Committee, which carries out a preliminary investigation on the basis of the declarations issued by the Directors and the information available to the Company.

During the year, the independent Directors, coordinated by the Lead independent director, represented by Director Vermeir, met on November 13, 2024 and, taking into account the frequency of the Board meetings, they had further informal opportunities to meet and exchange views, thoughts and ideas, in compliance with the Recommendations of the Corporate Governance Code.

Since December 13, 2006, the Board of Statutory Auditors expressly complies with relevant governance provisions; with particular reference to independence, since January 2016 the Board of Statutory Auditors confirmed the criteria adopted by the Board to evaluate independence, with some specifications49.

In terms of diversity, including gender diversity, the Board of Directors identified the guidelines to the shareholders by the outgoing Board as one of the tools to implement related Recommendations of the Corporate Governance Code50.

Moreover, on February 27, 2020, the Board approved an amendment to the By-laws regarding gender quotas in the composition of corporate bodies to adapt them to regulatory changes introduced with Law No. 160 of 2019 in view of the renewal of the corporate bodies, providing that, for six consecutive terms, the management and control bodies must be composed of at least 2/5 of the less represented gender.

The Code recommends that companies apply the quota of one third for the less represented gender in the administration and control bodies (Recommendation 8) starting from the first term following the cessation of the effects of legislative provisions that impose a quota equal to or greater than that recommended by the Code51.

Functioning of the Board of Directors and the Role of the Chair (Art. 3 of the Corporate Governance Code)

In line with Principle IX and with Recommendation 11 of the Corporate Governance Code, the Board defined in its Rules, approved most recently on May 11, 2023, the rules and procedures for its functioning, in particular in order to ensure the effective management of Board reporting52. It also approved the Rules for the individual Board Committees, updating them most recently in May 202353.

The Chairman of the Board of Directors, who acts as a liaison between executive and non-executive directors and is responsible for the effective functioning of the Board (Principle X of the Code), ensures, with the assistance of the Board Secretary, that pre-meeting information and complementary information provided during the meetings is suitable to allow the Directors to act in an informed manner54 (Recommendation 12, letter a) of the Code); the Chairman of the Board of Directors also ensures the coordination of Committees activities with those of the Board (Recommendation 12, letter b) of the Code). The Chairman of the Board of Directors also has the task of ensuring, in agreement with the Chief Executive Officer and the assistance of the Board Secretary, that the managers of the

⁽⁴⁹⁾ For more information, please refer to the Board of Statutory Auditors section in this Report.

⁽⁵⁰⁾ For more information, please refer to the "Board Review and guidelines for shareholders on the composition of the Board" section in this Report.

⁽⁵¹⁾ For more information, please refer to the "Policy for diversity and gender balance on corporate bodies" section in this Report. (52) For more information, please refer to the "Meetings and running of meetings" section of the Board of Directors in this Report.

⁽⁵³⁾ For more information, please refer to the sections dedicated to the Board Committees in this Report. (54) For more information, please refer to the "Board Secretary" and "Meetings and running of meetings" sections of the Board of Directors in this Report.

Company and those of the companies of the Group, who are competent on the issues concerned, participate in the relevant Board meetings, to provide appropriate insights on the items on the agenda, also at the request of individual directors (Recommendation 12, letter c) of the Code).

To ensure that each Director performs their role effectively and with awareness, the Chairman of the Board of Directors ensures, with the assistance of the Board Secretary, that all the members of the Board of Directors and the Board of Statutory Auditors can take part, after the appointment and during their term, in initiatives aimed at providing them with adequate knowledge of the industry in which the company operates, the company dynamics and their evolution, also in relation to the company's sustainable success, as well as the principles of proper risk management and the regulatory and self-regulatory framework (Recommendation 12, letter d) of the Code). To this end, a training plan for Eni's Board of Directors has been prepared and implemented since 2008 ("Board Induction"55) — in which the Statutory Auditors and the Magistrate of the Court of Auditors are also invited to participate — by the Chairman of the Board of Directors with the assistance of the Board Secretary, with the active participation of top management. In addition, according to international best practices, training is ongoing during the term of office and it is established that at least once a year, when possible, the Board will meet at an Eni operational site, including abroad. The Chairman of the Board of Directors also ensures, always with the assistance of the Secretary, the adequacy and transparency of the evaluation process of the Board of Directors, with the support of the Nomination Committee (Recommendation 12, letter e) of the Code)56.

As regards the offices within the Board, in line with the By-laws and applicable best practices, the Eni model establishes a clear separation between the functions of Chairman of the Board of Directors and those of the Chief Executive Officer, conferring management powers only on the latter. The Board of Directors, on the other hand, has conferred on the independent Chairman of the Board of Directors a central role in the internal control system, not granting him operational powers and ensuring him the support, in the performance of his duties, of the Board Secretary, appointed by the Board.

On May 11, 2023, the Board of Directors, in continuation of its previous mandate, confirmed the appointment of Director Vermeir as Lead independent director (Recommendation 13, letter c) of the Code)57.

With reference to the advice on the maximum number of offices in corporate bodies of other listed companies that can be considered compatible with an effective performance of the office of director, the Board has adopted different criteria based on the role (executive or non-executive) and in relation to the nature and size of the company in which the offices are held (Recommendation 15 of the Code)58.

The Eni Board has always had all of the committees provided for under the Corporate Governance Code59; it also established, exceeding the Code provisions, that the number of members of such committees (Control and Risk Committee, Nomination Committee and Remuneration Committee) shall not represent a majority of the Board, so as to avoid altering the Board's decision-making process (Recommendation 16 of the Code).

Furthermore, the Eni Board of Directors has established the Sustainability and Scenarios Committee60, with preparatory, consultative and advisory functions on scenarios and sustainability issues, thereby anticipating the amendments made to the Corporate Governance Code in July 2015.

• (57) For more information, please refer to "Lead independent director" section of this Report. (58) For more information, please see the "Policy of the Board of Directors on the maximum number of offices held by its members in other companies" section of this Report.
• (59) For more information, please refer to "Board Committees" section of this Report.

⁽⁵⁵⁾ For more information, please refer to the "Board Induction" section of this Report.

⁽⁵⁶⁾ For more information, please refer to the section dedicated to the Board Review of this Report.

⁽⁶⁰⁾ The Sustainability and Scenarios Committee was established for the first time on May 9, 2014 to replace the Oil-Gas Energy Committee.

With specific regard to the composition of the Committees, the Chairs of all Committees are independent Directors in accordance with the provisions of law and Corporate Governance Code. The Chairs of the Control and Risk Committee, the Remuneration Committee and the Nomination Committee are also appointed from the minority slate. Moreover, the Remuneration Committee and the Control and Risk Committee also have more members meeting the knowledge and experience requirements than the minimum required in the Code (Recommendations 26 and 35 of the Code).

Reporting

Board Review

With regard to reporting, since 2012, at each Board meeting the Chairmen of the Committees report to the Board itself on the most significant issues examined by them at their most recent meetings. The Eni Board also receives reports at least every six months on the Committees' activities (Recommendation 17 of the Corporate Governance Code).

On the proposal of the Chairman of the Board of Directors, the Board appointed a Board Secretary, who meets specific professional requirements, determining their relative powers. The Secretary supports the activities of the Chairman of the Board of Directors and provides impartial assistance and advice to the Board of Directors on every aspect relevant to the proper functioning of the corporate governance system as concerns the functioning, powers and attributions of the Board and the Committees (Recommendation 18 of the Code)61.

Appointment of directors and board evaluation (Art. 4 of the Corporate Governance Code)

Particular attention is always devoted to the Board Review process, which concerns the size, composition and functioning of the Board and its Committees, also in consideration of the role it plays in defining the strategies and monitoring the management of the company's business, as well as the appropriateness of the Internal Control and Risk Management System (Recommendation 21 of the Code). In particular, in line with the Recommendations of the Corporate Governance Code (Principle XIV), every year, the Board of Directors carries out a "Board Review" program62 on the Board and its Committees and, improving corporate governance provisions, always involves an external consultant in this exercise in order to ensure greater objectivity in the proceedings (Recommendation 22 of the Code).

The comparison with best practices and a reflection on Board dynamics are essential elements of Eni's Board Review. In addition, the review also considers diversity criteria in the composition of the Board, as recommended by the Code.

Following the Board Review, the Board may, if necessary, share an action plan to improve the operation of the Board and its committees.

Moreover, in line with international best practices, the Eni Board's task of defining board review procedures involves deciding whether to also carry out a "peer-to-peer evaluation" process to further support the analysis of Board dynamics, also in relation to individual Directors' contributions, in accordance with a practice that has been tried since 2012.

Prior to the appointment of the new Board, as already happened in 2014, 2017 and 2020, following the Board Review completed in February 2023 the outgoing Board, with the help of the Nomination Committee, expressed its guidelines for shareholders on the quantitative and qualitative composition of the future Board, also in light of the industrial characteristics of the Company, taking into account the diversity criteria indicated by Principle VII and Recommendation 8 of the Code63.

⁽⁶¹⁾ For more information, please refer to the "Board Secretary" section in this Report.

⁽⁶²⁾ For more information, please refer to the "Board Review and guidelines for shareholders on the composition of the Board" section in this Report.

⁽⁶³⁾ For more information, please refer to the "Board Review and guidelines for shareholders on the composition of the Board" section in this Report.

To regulate the aforementioned activities in detail, Eni has adopted an internal procedure64, approved by the Chairman of the Board of Directors in agreement with the Chief Executive Officer, as part of the functions of the Secretary of the Board of Directors, with particular reference to assignment activities, the functions and bodies involved, as well as the definition of the tools to support the process.

The Board of Directors established a Nomination Committee, endowing it with the advisory functions in the areas provided for in the Corporate Governance Code and for other issues concerning, in particular, the appointment system and the assessment of requirements for Directors65.

With reference to the Recommendations relating to the succession plan of the Chief Executive Officer (Recommendation 24 of the Code), the Board of Directors has adopted a contingency plan which identifies the procedures to be followed in the event of early termination of the office of the Chief Executive Officer66. The Board also ascertained the existence of adequate procedures for the succession of top management.

Remuneration of directors (Art. 5 of the Corporate Governance Code)

The Remuneration Committee, which assists the Board in drafting the Remuneration Policy and carries out the other tasks provided for by the Code (Recommendation 25 of the Code), has a number of members meeting the requirements of knowledge and experience in excess of the minimum required by the Code. In fact, on May 11, 2023, the Board of Directors of Eni assessed, upon the appointment, that Directors Belcredi and Vermeir, members the Committee, possess adequate knowledge and experience in financial matters or remuneration policies.

In accordance with the recommendations of the format on preparing this Report, details on compliance with the recommendations concerning remuneration are contained in the Report on the Remuneration Policy and remuneration paid, prepared pursuant to Art. 123-ter of the Consolidated Law on Financial Intermediation, to which the reader is referred.

Internal Control and Risk Management System (Art. 6 of the Corporate Governance Code)

Eni's Internal Control and Risk Management System (hereinafter referred to as the "Eni Risk and Internal Control Holistic framework" or 'ENRICH')67 is integrated into the organisational, administrative and accounting structure of the Company and, more generally, the corporate governance structure. It also complies with the Recommendations of the Corporate Governance Code and, generally, with national and international benchmark models and best practices in the matter.

For further information and details on the application modalities, including improvements, of the Code, please refer to the section of this Report dedicated to the ICRMS.

(66) For more information, please refer to the "Succession plan for Executive Director and key personnel" section of this Report. (67) On July 11, 2024, the ECG Policy "Eni Risk and Internal Control Holistic framework" was issued. It provides that the Eni "Internal Control and Risk Management System (ICRMS) is called Eni Risk and Internal Control Holistic framework (enrich) and that the use of this term shall therefore be deemed fully equivalent to that of ICRMS (or System or Framework) for the purposes of implementing the Recommendations of the Corporate Governance Code or other internal or external regulations that refer to the Internal Control and Risk Management System".

The contingency plan

⁽⁶⁴⁾ The letter from the Chairman of the Italian Corporate Governance Committee in 2017 listed the main areas needing improvement, underling the importance of introducing structured procedures for the Board Review activities. In this regard, it should be noted that Principle XIV of the new Code provides that "the Board of Directors periodically evaluates, through formalised procedures, its effectiveness and the contribution made by individual directors. The implementation of the Board evaluation procedures is supervised by the Board itself."

⁽⁶⁵⁾ For more information, please refer to the "Nomination Committee" section of this Report.

Observations on the letter of December 2024 of the Chairman of the Italian Corporate Governance Committee

At its meeting of January 28, 2025 the Chairman of the Eni Board of Directors notified the Board of a letter sent from the Chairman of the Italian Corporate Governance Committee to the Chairs of the Boards of Directors and of the control bodies and the Chief Executive Officers of listed companies, indicating the main areas for improvement and related recommendations identified by the Committee to support the companies in the effective application of the Corporate Governance Code, also in light of the findings of the 2024 Report of the Committee, sent together with the Chairman's letter. The documents were also made available to the Statutory Auditors in the same meeting.

The recommendations in the letter cover the following topics: (i) completeness and timeliness of pre-board information; (ii) transparency and effectiveness of the remuneration policy; (iii) executive role of the chairman. The above-mentioned Board information highlighted the Company's substantial alignment with the Committee's recommendations. These recommendations have been taken into account in the drafting of this Report and the Report on Remuneration Policy and remuneration paid.

The Chairman of the Board of Directors also invited the Chairs of Eni Board Committees to take into account the recommendations in the activities under their remit and to submit any further reflections or initiatives to the Board.

The advisor was asked to consider the recommendations in the letter in the Board Review.

Finally, the Chairman of the Board of Directors informed the Board about the new edition of the format for drafting the Corporate Governance Report, which has been taken into account in the drafting of this Report.

3.2 POLICY FOR DIVERSITY AND GENDER BALANCE ON CORPORATE BODIES68

In line with the provisions of law and the Recommendations of the Corporate Governance Code, the Company has implemented measures to ensure diversity in the composition of the corporate bodies of Eni SpA and its subsidiaries, with particular regard to age, gender composition and educational and professional background.

Eni SpA69

With regard to gender balance, in compliance with applicable law since 2012 the Eni By-laws have contained rules governing the composition of the slates and supplemental voting mechanisms to ensure the presence on the Board of Directors and the Board of Statutory Auditors of a minimum number of members of the less represented gender. These rules, which were referred to in the outgoing Board's guidelines to shareholders, took effect as from the election of the corporate bodies of Eni SpA in 2014, on which occasion the composition of the Board of Directors and of the Board of Statutory Auditors achieved gender balance, as required by the laws in force at the time,70 immediately giving the less represented gender 1/3 of the seats in the Board of Directors, compared to the 1/5 required by law. Furthermore, as already mentioned, on February 27, 2020 the Board approved an amendment to the By-laws to adapt them to Law No. 160/2019 providing that, for six consecutive terms, the administrative and control bodies must be composed of at least 2/5 of the less represented gender.

In appointing the new Board in 2023, the Shareholders' Meeting of Eni SpA ensured balanced gender representation, electing four female Directors out of nine, equal to more than 2/5 of the Directors: Directors Elisa Baroncini, Federica Seganti and Cristina Sgubin from the majority slate and Director

one fifth of the Directors and Standing Statutory Auditors elected and at least one third in the following two terms be reserved for the gender less represented.

The recommendations indicated by the Italian Corporate Governance Committee and the position of Eni

Gender diversity in the corporate bodies of Eni SpA

⁽⁶⁸⁾ Information provided in accordance with Art. 123-bis, paragraph 2, letter d-bis of the Consolidated Law on Financial Intermediation. (69) In general, the "diversity policies" in the selection of candidates and in the composition of the bodies of Eni SpA are primarily entrusted to the Eni SpA shareholders that submit the slates, given the Italian system of electing bodies. The submission of a slate by the outgoing Board of Directors, even if envisaged in the By-laws, is a situation that has never occurred. (70) Law No. 120/2011 and Consob Resolution No. 18098 of 2012. In particular, the law stated that in the first term, a quota of least

Carolyn Adele Dittmeier from the minority slate. The Shareholders' Meeting also chose two female Standing Statutory Auditors out of five (Chair Rosalba Casiraghi from the minority slate and Marcella Caradonna from the majority slate).

As regards other aspects of diversity in its composition, the Board of Directors, upon the implementation of the Recommendations of the Corporate Governance Code, has identified in the guidelines for shareholders of the outgoing Board one of the tools to implement the Recommendations on diversity (Recommendation 8 of the Code), and, in any case, the tool to implement other Principles and Recommendations of the Code regarding the composition and requirements applying to the corporate bodies, without prejudice to the responsibility of the shareholder and the provisions of the law and By-Laws (in particular, Principles V, VI, VII and Recommendation 5). The guidelines of the outgoing Board are also relevant for the purposes of the provisions of Article 123-bis, paragraph 2, letter d-bis) of the Consolidated Law on Finance concerning diversity policies applied to the composition of corporate bodies with reference to non-gender aspects of diversity.

The aspect of disability, introduced by Legislative Decree No. 125/2024, may be the subject of the outgoing Board of Directors' future indications to shareholders on the optimal composition of the body, just as company policies may highlight the Company's staunch commitment to ensuring that Directors with disabilities are put in a position to best perform their duties.

Similarly, with reference to Principle VIII, providing that "the control body's composition is appropriate for ensuring the independence and professionalism of its function", upon implementation it was specified that, without prejudice to the provisions of the law and the By-Laws, the Recommendation applies more significantly to the shareholder and can be taken into consideration by the control body in the guidelines for shareholders on the composition of the body itself. The same guidelines also apply to diversity policies pursuant to Article 123 bis, paragraph 2, letter d-bis) of the Consolidated Law on Finance, in the same terms as those indicated for the Board of Directors.

With reference to the Board of Directors, the guidelines were formulated in view of the Shareholders' Meetings called for the appointment of the Directors in 2014, 2017, 2020, and, most recently, in 202371.

Specifically, in view of the Shareholders' Meeting called for the appointment of the Directors in 2023, during the meeting of February 22, 2023, the outgoing Board Directors, with the help of the Nomination Committee, approved the guidelines to shareholders on the optimal quantitative and qualitative composition, with specific instructions on diversity.

Guidelines of the Board of Directors

On the basis of the results of the annual Board Review process, it can therefore be considered that the current composition of the Board is in line with the aforementioned guidelines, as a positive opinion has emerged on its qualifications in terms of knowledge, experience and skills, and on the individual contribution that each Board member feels they can bring to the Board, based on their skills, motivation and sense of belonging.

The aspects relating to diversity in the composition of the Board in office were the subject of specific in-depth analysis of the Board Review process, as described in the aforementioned section, to which the reader should refer.

Guidelines of the Board of Statutory Auditors

The issue of diversity in the composition of Eni's Board of Statutory Auditors, apart from the gender aspect referred to previously, were analysed during the review by the Board, following which, in view of its last renewal in 2023, it advised shareholders on the optimal qualitative and quantitative composition of the Board of Statutory Auditors72.

Eni's Subsidiaries

Since 2011, Eni's Board of Directors has recommended that the unlisted Italian subsidiaries move forward the effects of the law on gender balance in the composition of corporate bodies, thereby achieving,in the 2012 renewals, the target of having at least 1/3 of the members on Boards of Directors and Boards of Statutory Auditors appointed be women with regard to those appointments within Eni's shareholder prerogative.

During 2013, these companies amended their By-Laws to ensure, for three consecutive terms, compliance with the aforementioned composition73 (of the Boards of Directors and the Boards of Statutory Auditors) including in case of member replacement. More specifically, they must ensure that the less represented gender receives at least one-fifth of the positions of each Board in the first election and one-third of the positions in the next two elections in compliance with applicable legislation (Law No. 120/2011 and Presidential Decree No. 251/2012).

Art. 6 of Law No. 162/2021, which entered into force on December 3, 2021, extended the rules on gender equality in the composition of the Boards of Directors of companies listed on regulated markets pursuant to Art. 147-ter of the Consolidated Law on Financial Intermediation to State-controlled companies incorporated in Italy, pursuant to Art. 2359 of the Italian Civil Code, not listed on regulated markets. Under these provisions, for six consecutive terms, the less represented gender must obtain at least 2/5 of appointed Directors74. The law defers changes to be made to Presidential Decree No. 251/2012 to a subsequent regulation75; Eni applies the new provisions to Italian subsidiaries that, in the meantime, are called to renew their management bodies after the expiry of the obligation under Presidential Decree No. 251/2012.

The ECG Policy "Corporate Governance for Eni companies"76 provides that, subject to legal requirements, diversity should be promoted, where possible, when choosing the members of the management and control bodies of Eni's subsidiaries, including those abroad. In particular, with reference to gender diversity, in the absence of specific legal obligations: a) in subsidiaries established in Italy, at least two-fifths of the members of the board of directors and at least onethird of the members of the control body must belong to the less represented gender; b) in the subsidiaries established abroad, where possible, at least one fifth of the members of each corporate body must belong to the less represented gender. In the case of subsidiaries with minority thirdparty shareholders, unless agreed otherwise, compliance with the quota of the less represented gender is ensured by Eni as the parent company.

(72) For more information, please refer to the section "Board of Statutory Auditors" of this Report.

(73) Specified in Art. 2 of Presidential Decree No. 251 of November 30, 2012.

(74) The rules on Boards of Statutory Auditors remain unchanged for the purposes of the composition and duration of the regulatory obligation. In this respect, Presidential Decree No. 251/2012 still applies.

(76) For more information, refer to the ECG Policy "Corporate Governance for Eni companies" section of this Report.

⁽⁷⁵⁾ At the date of approval of this Report, the regulations have not yet been adopted.

3.2.1 Diversity and Inclusion77

Eni's approach to Diversity & Inclusion (D&I) is based on the fundamental principles of nondiscrimination, equal opportunities and inclusion of all forms of diversity, as well as the integration and balance of work with the personal and family needs of Eni's people.

Eni's focus on an inclusive culture is stated in the corporate mission, Code of Ethics and regulatory body and is an integral part of the corporate processes related to the issue.

In 2023, Eni's first D&I Policy was issued, which is part of the Ethics, Compliance and Governance (ECG) Policy of Eni's regulatory system. The D&I Policy, whose fundamental guidelines were approved by the Board of Directors, includes the D&I model, reference principles and commitments undertaken by Eni in its activities in Italy and abroad. In 2024, a communication plan was implemented to disseminate the ECG Policy "D&I" among employees also in operational contexts in Italy and abroad. The ECG Policy "D&I" has also been adopted by subsidiaries, including abroad, as required by Eni's regulatory system.

Eni's D&I principles and commitments concern:

• Enhancement of diversity: Eni is committed to recognising the expression of individual characteristics and preventing discrimination in relation to the following characteristics of an individual: colour, gender, religion, ethnic origin, political opinion, social origin or national ancestry, disability, gender identity, sexual orientation, social status, age or any other form of diversity covered by international law. Eni supports the development of international business based on fairness, dignity, equal opportunity, the dissemination of ethical values, the enhancement of diversity, integration and nondiscrimination.
• Equity: Eni is committed to ensuring a physically and socially fair working environment through compliance with the rules relating to the principle of equity towards all its employees. Eni provides each person with the necessary tools to have equal access to company resources and opportunities, based on the principle of equal opportunities and non-discrimination. Eni promotes gender equality and women's empowerment at work, in its business practices and in its relations with communities in the countries where it operates, integrating a gender equality perspective in its processes and in all the activities it promotes, from the development of products and services to local development projects, including by conducting specific assessments. Eni is also careful to ensure that its communication initiatives, including commercial ones, promote an inclusive vision of the Company and reject the use of gender stereotypes. Eni is committed to eliminating cultural, organizational and material obstacles that limit people's freedom of expression and their full development.
• Uniqueness: Eni recognises the uniqueness of all its employees and promotes listening to the contribution of each one, with a view to developing an organizational culture that is able to value the distinctive characteristics of each one. Eni works with an inclusive approach on the interactions that occur throughout the entire work experience of Eni's people according to the needs that emerge from listening and the related processes that impact its people.
• Inclusivity: as a global company, Eni promotes the culture of inclusivity for a participatory work environment based on values of transparency, sustainability and listening, supporting dialogue and the dissemination of an inclusive and collaborative mindset, starting from a strong commitment of management that, in exercising leadership, is requested to lead by example. Eni is committed to increasing awareness of diversity and management's ability to enhance it by involving its people. Eni supports individual freedom of expression by encouraging active acceptance of everyone for a working environment characterised by acceptance and respect for different needs and languages. Eni works to consolidate individual commitment and empowerment of people on the value of inclusion raising awareness, communicating on D&I

⁽⁷⁷⁾ Information provided also in accordance with Recommendation 8 of the Corporate Governance Code, which provides that "Companies adopt measures to promote equal treatment and opportunities among genders within the entire organisation, monitoring their specific implementation".

issues and creating a D&I Community.

Overall coordination is also ensured by the Diversity & Inclusion unit reporting to the Director of Stakeholder Relations & Services, directly reporting to the Chief Executive Officer, which, as defined by the ECG Policy D&I, has the objective of developing the company's D&I strategy and coordinating the portfolio of initiatives, also in cooperation with Eni's Human Resources and Sustainability functions. The corporate functions, within the scope of their direct responsibilities, ensure the implementation of inclusion initiatives, also with the support of a performance management system aimed at achieving improvement objectives in the areas of human capital development in relation to specific indicators and with regard to personal conduct.

Initiatives continued in 2024 for the development of a company mindset of openness and empathy and also for the inclusion and enhancement of the various uniqueness targets identified as Eni priority action areas (gender, age, internationality, disability, sexual orientation and gender identity), in order to create an inclusive work environment. The main areas of activity were as follows:

Listening to people

• Design Our Inclusion: a listening and Design Thinking initiative, aimed at measuring the impact of ongoing initiatives and company awareness on D&I issues and, above all, at generating new ideas and co-designing new initiatives with the active involvement of Eni people. After the positive widespread engagement experience in 2023, the focus in 2024 was on the topics of Disability & Fragility and intergenerationality.
• Assessment of D&I maturity at foreign subsidiaries: an initiative to listen to Eni people abroad: interviews, assessments, analysis of results and development of a plan of common and specific initiatives for individual entities (including D&I Workshops in several of the subsidiaries involved).

Communication

• Internal communication: the #EniforInclusion programme continued apace, raising awareness on D&I issues among the entire Eni population; in 2024, live and streaming events were held at head offices and operating sites in Italy and abroad.
• External communication: with regard to corporate social responsibility, Eni gets actively involved in the ongoing transformation processes in society by promoting a culture of inclusion, through awareness-raising in schools (with the Eniscuola and Valore D projects), creating content on digital platforms (e.g. podcasts and webinars powered by Eni), participation in external events (e.g. Confindustria) and publishing institutional reports (e.g. Eni for).

Training

• D&I Matters: the course open to all Eni employees in Italy and abroad, offering modular and interactive training on intersectional inclusion and analysis of Eni's priority targets.
• Bias Free Interview: an online course for developing skills to deal with possible unconscious D&I biases during the selection process and in management interviews.
• Inclusive Leadership Experience: a training course (including immersive, game-based activities and neuroscientific simulations) for top managers, aimed at fostering awareness and adoption of managerial behaviour that embraces Inclusive Leadership and helps create an environment based on Psychological Safety.
• Becoming Parents: an online course designed to help parents find a balanced and connected relationship with work.

Community

Consolidation of a D&I community both within the company through the involvement and active participation of Eni people and externally through partnerships and networking initiatives (e.g. Women X Impact) and membership of national and international D&I associations.

Parenting

• After signing up to the "Business Code for Maternity Support", improved parenthood support

initiatives were devised with a view to effectively communicating them within the company. Gender equality

In line with the long-term objective to increase the presence of women by 4 percentage points (baseline 2020) by 2030, we have identified a set of qualitative-quantitative actions and metrics representing the main lines for monitor the presence of women in the company:

• attraction of female talent, through the organisation and promotion of initiatives to encourage students towards STEM subjects (Science, Technology, Engineering and Mathematics), with a focus on gender equality (InspirinGirls, Think About Tomorrow, Coding Girls) and the growing and effective testimony of role models and internal ambassadors specifically trained to represent equal opportunities for women employed in the energy sector;
• inclusion of women and female replacement rate, through constant verification and progressive improvement of the target for balancing female entries with a commitment to keep the turnover of female personnel higher than that of male personnel; particular attention to gender equality issues in relation to career development processes, through the identification of female talent and inclusion in the company's major targets. In confirmation of Eni's work in this area, there is a constant increase in the number of women in significant positions at Eni and the number of women in succession plans;
• enhancement of female presence, with particular focus on the main career milestones, the appointment in leadership positions and on the Boards of directors of Eni subsidiaries. In this context, specific empowerment projects were also launched to support women's development with the aim continually improving good practices for managing internal gender equality;
• comparison with peers, both nationally and internationally, by joining associations and participating in inter-company surveys and benchmarks for sharing best practices and checking that the company requirements match the subject areas indicated by the reference standards. In this area, Eni has participated in self-assessments of the main national standards and international ratings;
• continuous training of management and personnel in order to consolidate an internal culture of respect for and inclusion of women following the adoption of a company rule against discrimination and harassment, which incorporates the indications of the ILO190 Convention;
• creation and adoption of communication campaigns intended to support women, such as #IoConLei - Orange the World by the United Nations to end violence against women;
• partnerships intended to strengthen female empowerment and entrepreneurship (e.g. Women X Impact, Valore D).

Note that in 2024, the percentage of female employees in the company increased again from 2023 to 28.3% (vs. 27.4% in 2023). In terms of turnover, a higher replacement rate for women than for men was also guaranteed in 2024 (respectively 1.1 vs. 0.8). For further details, please refer to the Sustainability Report within the Management Report.

3.3 SHAREHOLDERS' MEETING AND RIGHTS78

The Shareholders' Meeting is the body through which shareholders may actively participate in Company life by expressing their will, in the manner and on the issues specified by the law and the Company By-laws. The Shareholders' Meeting meets on an ordinary or extraordinary basis.

The call and operation of the Meeting and the methods for exercising the rights of the shareholders are those provided for by law and the By-laws.

3.3.1 Responsibilities of the Shareholders' Meeting

Pursuant to the law, the ordinary Shareholders' Meeting (i) approves the Annual Report (which, for Eni, ends as of December 31), (ii) appoints and removes Directors79 and determines their number within the limits set forth in the By-laws, (iii) appoints the Statutory Auditors and the Chair of the Board of Statutory Auditors, (iv) assigns the engagement to perform the statutory audit, upon a proposal of the

(78) Information provided in accordance with Art. 123-bis, first paragraph, letters (e) and (l) with reference to the By-laws and paragraph 2, letter (c) of the Consolidated Law on Financial Intermediation. (79) Pursuant to Art. 18 of the Eni By-laws: "If the Shareholders' Meeting has not appointed a Chair, the Board shall elect one from among its members".

Ordinary Shareholders' Meeting

Board of Statutory Auditors, (v) determines the remuneration of the Directors and Statutory Auditors, (vi) resolves on the responsibilities of the Directors and Statutory Auditors, (vii) resolves on any other issues ascribed to it by law, as well as the authorisations required by the By-laws80, (viii) approves the Shareholders' Meeting Rules.

Extraordinary Shareholders' Meeting

Minimum threshold for calling the Shareholders'

Meeting

The Extraordinary Shareholders' Meeting resolves on amendments to the By-laws and on extraordinary transactions such as capital increases, mergers and demergers, with the exception of topics within the remit of the Board of Directors as per the By-laws (pursuant to Art. 2365, paragraph 2 of the Italian Civil Code), namely: (i) merger by incorporation and proportional demerger of companies in which the Company holds shares or shareholdings equivalent to 90% or more of the share capital; (ii) opening or closing of secondary offices and (iii) updating the By-laws to bring them in line with legislative changes.

Specifically, with regard to regulations that apply to amendments to the By-laws, Eni is subject to ordinary legislation, except in those cases mentioned in the section of this Report on the special power given the State, to which the reader may refer.

3.3.2 Methods of calling and participating in the Shareholders' Meeting

Calling the Shareholders' Meeting

The Shareholders' Meeting is usually called by the Board of Directors81. In addition, in order to ensure greater clarity for shareholders, the By-laws clarify the minimum threshold – equivalent to one-twentieth of share capital – required for calling the Shareholders' Meeting at the request of the shareholders, while also outlining the restrictions and methods specified by law for exercising said option82.

In line with the applicable law, the By-laws state that the Board of Directors may call the Shareholders' Meeting to approve the annual financial statements within 180 days from the close of the financial year, subject to the publishing of the draft financial statements approved by the Board of Directors within four months from the close of the financial year.

Both the ordinary and extraordinary Shareholders' Meetings, pursuant to Art. 16.2 of the By-laws, are normally held after a single call. The Board of Directors may decide to hold both kinds of Shareholders' Meetings after more than one call, if appropriate. In any case, the constitutive and deliberative majority specified by the law shall apply.

Notice publication

Notice calling the Shareholders' Meeting

The Shareholders' Meeting is called by a notice published no later than 30 days prior to the date of the Shareholders' Meeting at first or single call83, on the Company's website and in the other manners set forth by Consob in a regulation, including publication of an extract in daily newspapers and circulation through the centralised storage mechanism authorised by Consob called (available at ).

This deadline, in accordance with Art. 125-bis, second paragraph, of the Consolidated Law on Financial Intermediation, is moved to forty days for Shareholders' Meetings called to elect members of the management and control bodies through the use of slates.

(80) More specifically, under Art. 16.1 of the Eni By-laws, the ordinary Shareholders' Meeting authorizes the transfer of business. (81) Pursuant to Art. 28.4 of the Eni By-laws, the Board of Statutory Auditors may, having first notified the Chairman of the Board of Directors, call the Shareholders' Meeting. The power to call the Shareholders' Meeting may be exercised if supported by at least two Statutory Auditors.

(83) This term is moved back to 21 days for Shareholders' Meetings specified in Art. 2446 (reduction of share capital due to financial losses), Art. 2447 (reduction of share capital to below the legal limit), and Art. 2487 (appointment and removal of the liquidators; criteria for the liquidation procedure) of the Italian Civil Code and to 15 days for the Meetings provided for by Art. 104 of the Consolidated Law on Financial Intermediation (Defenses in the case of Public Tender Offers).

⁽⁸²⁾ Pursuant to Art. 2367 of the Italian Civil Code, shareholders may not request that a Shareholders' Meeting be called for matters which, under the law, the Shareholders' Meeting resolves on a proposal of the Directors or on the basis of a project or report of the Directors. Apart from these cases, shareholders who request a Meeting be called must prepare a report on the proposals concerning the issues to be discussed. The Board of Directors should make it available to the public, together with any comments, at the time the notice calling the meeting is published, in accordance with the provisions of Art. 125-ter, paragraph 3 of the Consolidated Law on Financial Intermediation. In the event of a delay by the Board of Directors, the Board of Statutory Auditors will make the shareholders' report, along with its own comments, available to the public.

The notice calling the meeting, the content of which is defined by the law and the By-laws, contains all the necessary instructions on how to participate in the Shareholders' Meeting including, in particular, information on how to obtain proxy forms and vote by mail forms, including via the Company's website.

Report on the Shareholders' Meeting agenda

Pursuant to Art. 125-ter of the Consolidated Law on Financial Intermediation, unless otherwise specified by other applicable law, the Board of Directors should make available to the public a report on each item on the agenda, within the same time period for publishing the notice calling the meeting envisaged by virtue of each of the items on the agenda, at the Company's headquarters, on the Company's website and in the other manners set forth by Consob in a regulation.

Reports prepared pursuant to other applicable law are made available to the public in the terms set forth in the same law and the manners indicated above.

Record date

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

This statement shall be submitted on the basis of the balances recorded at the end of the seventh trading day prior to the date of the Shareholders' Meeting.

Credit or debit records in the intermediary's accounts after this date have no effect in terms of legitimizing the exercise of voting rights in the Shareholders' Meeting.

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

The Eni By-laws clarify that the record date is determined with reference to the date of the Meeting at first call, provided that subsequent call dates are indicated in the notice at first call; otherwise, it is determined with reference to the individual meeting dates.

Tools for participating in and voting at the Shareholders' Meeting

The Company aims to provide shareholders with tools to facilitate participation in Shareholders' Meetings and exercise the right to vote.

In particular, without prejudice to the possibility of voting by mail in compliance with the law, the following provisions have been set forth in the By-laws:

• assignment of Shareholders' Meeting proxies via electronic means84;
• electronic notification of the proxies, which the shareholder may do through the appropriate section of the Company's website, in the manner set forth in the notice calling the meeting;
• attending Shareholders' Meeting by means of telecommunications systems or voting by mail-in or electronic ballot. The By-laws defer to the notice calling the meeting regarding the instructions on using these telecommunications systems.

The record date mechanism applies to participate and vote in a Shareholders' Meeting

(84) Pursuant to Art. 135-novies, paragraph 6 of the Consolidated Law on Financial Intermediation, an electronic proxy can be granted via computer document signed electronically in accordance with the Digital Government Code (Legislative Decree No. 82/2005).

In accordance with Article 11 of Law No. 21 of March 5, 2024, which extended the effectiveness of the measures in Article 106, paragraph 4, second sentence, of Decree Law No. 18/2020, concerning "Measures to strengthen the National Health Service and to provide economic support for families, workers and businesses in relation to the COVID-19 epidemiological emergency" ratified by Law No. 27 of April 24, 2020, to the Shareholders' Meetings held before December 31, 2024, the participation of Shareholders in the meeting of May 15, 2024 was carried out exclusively through a Designated Representative, pursuant to Article 135-undecies of the Consolidated Law on Financial Intermediation. In compliance with the provisions of the Decree-Law No. 18/2020, the Designated Representative could be also granted ordinary proxies or sub-delegations pursuant to Article 135-novies of the Consolidated Law on Financial Intermediation (in derogation from Art. 135-undecies, paragraph 4, of the Consolidated Law on Financial Intermediation). The Decree-Law No. 202/2024, ratified by Law No. 15 of February 21, 2025, extended the effectiveness of the aforementioned measures to the shareholders' meetings to be held before December 31, 2025.

Designated representative and other initiatives for shareholders

Furthermore, Eni's By-laws state that the Company may designate a person (the "Designated Representative") to whom shareholders may grant proxies, with the relevant instructions, for all or some of the proposals on the agenda up until the end of the second trading day prior to the date for the Shareholders' Meeting85.

Since the Shareholders' Meeting held in 2011, Eni has made use of its right to appoint a Designated Representative to whom shareholders can freely grant proxies.

In order to simplify proxy voting by shareholders who are employees of the Company and who belong to shareholders' associations that meet applicable legal requirements, the By-laws provide that Eni shall make available to these shareholders' associations locations for communications and collecting proxies, in accordance with the terms and conditions agreed with the legal representatives of said associations.

To ensure that shareholders can exercise the rights established in Eni's By-laws, a special section of the Company's website is dedicated to the Shareholders' Meeting through which it is possible, among other things, to submit questions before the Shareholders' Meeting and provide electronic notification of proxies.

In addition, to make it easier for shareholders to exercise their rights, the simple proxy form, the form used to grant a proxy to the Designated Representative, and the vote by mail forms are available in the special section on the Eni website, together with the relevant documentation and information on providing notification, including electronically, of proxies, granting a proxy to the Designated Representative and vote by mail forms.

In order to stimulate the interest of shareholders and promote a greater degree of involvement in Company life, the Company provides a calendar with the main shareholders' meeting deadlines on its website, with clear and immediate information on attendance procedures and on the rights that can be exercised at the Shareholders' Meeting.

(85) Law No. 21/2024, introduced the new Article 135-undecies.1 of the Consolidated Law on Financial Intermediation, which allows, when provided for in the By-laws, that participation in the shareholders' meeting and exercise of voting rights are exclusively performed through the representative designated by the company. Eni's By-laws not include this provision.

Additions to the agenda and proposed resolutions

Pursuant to the law and the By-laws, Shareholders who severally or jointly represent at least one fortieth of the Company's share capital may:

• ask for items to be added to the agenda by submitting a request within ten days of publication of the notice calling the meeting, or other term as provided for by the law. The request, which cannot include matters upon which the Shareholders' Meeting must resolve upon a proposal of the Directors or on the basis of a project or report of the Directors, must specify the additional items proposed and must be accompanied by a report to the Board of Directors on the matters proposed for discussion. This report must be made available to the public at the Company's registered office, on the Company's website and as otherwise provided for by applicable regulations, together with any evaluations by the Board of Directors, at the same time as publication of the notice of the additions to the agenda and within fifteen days prior to the date of the Shareholders' Meeting;
• submit proposed resolutions on items already in the agenda in the manner and within the time period given for adding items to the agenda.

Proposed resolutions on the items in the agenda may be presented by individual shareholder entitled to vote at the Shareholders' Meeting, even if such shareholders do not meet the share capital threshold indicated above.

Additions to the agenda and proposed resolutions may also be submitted electronically, provided that the shareholder complies with any requirements indicated by the Company in the notice calling the meeting for identifying such shareholder.

The notice of the Shareholders' Meeting of May 15, 2024 provided that each person entitled to vote could individually present resolution proposals on the items on the agenda to the Company no later than the fifteenth day before the Shareholders' Meeting. The Company would then publish these proposals on its website at least two days before the deadline expiry, subject to verification of their admissibility and subject to verification of entitlement to submit them.

Shareholders retained the right to use the means of communication at their disposal to make other Shareholders aware of the proposals they intended to present at the Shareholders' Meeting.

Shareholders' Meeting rules

The efficient and orderly running of the Shareholders' Meetings and the right of each shareholder to comment on individual items on the agenda are guaranteed by the Shareholders' Meeting Rules available on the Eni website. The Shareholders' Meeting on May 11, 2022 approved an update to these Rules intended to acknowledge the evolution of legislation and application practice.

Questions prior to the Shareholders' Meeting

The Board of Directors strives to ensure timely and easy access to any Company information regarded as important for shareholders so that they may exercise their rights in an informed manner86. Furthermore, those entitled to vote may submit questions on matters on the agenda even before the start of the Shareholders' Meeting.

Any questions received prior to the Shareholders' Meeting shall be answered at the latest during the Meeting itself, including in paper form distributed at the start of the Meeting to those entitled to vote.

The Company may provide a single answer to questions with similar content and is not required to reply when the information is already available in "question and answer" format in the appropriate section of its website.

Additions to the agenda and proposed resolutions

Questions prior to the Shareholders' Meeting

The notice calling the Meeting indicates the date by which questions must be submitted to the Company: no more than 5 days of open market prior to the Shareholders' Meeting at first or single call, or the above mentioned "record date" if the Company indicates in the notice that it plans to answer questions prior to the Meeting. In the latter case, the answers must be provided at least two days prior to the Shareholders' Meeting and must be published in the appropriate section of Eni's website. The right to exercise voting rights can also be certified after the submission of questions as long as it is within three days following the record date.

Owing to the extraordinary regime applied to the meetings because of the COVID-19 pandemic, the notice calling the Shareholders' Meeting of May 15, 2024 provided that the deadline for asking questions on the items on the agenda before the Meeting should be set at the record date, with the Company publishing the reply in a specific section of the website with a longer deadline as set by law (3 days before the Meeting instead of 2) to allow the Shareholders to make a choice and give voting instructions to the Designated Representative.

Chairing the Shareholders' Meeting

Shareholders' Meetings are chaired by the Chairman of the Board of Directors, or in the event of his absence or impediment, by the CEO, or in their absence, by a person named by the Shareholders' Meeting. The Chairman of the Shareholders' Meeting explains the items to be discussed and conducts the Meeting to ensure a regular discussion and that shareholders have the right to comment and receive answers on each of the agenda items, on the basis of the provisions of the Shareholders' Meeting Rules.

3.4 BOARD OF DIRECTORS87

TSR - media indici di borsa peers (%)

	BOARD OF DIRECTORS IN OFFICE FROM MAY 10, 2023
MEMBER	POSITION	M/m	CRC	RC	NC	SSC	YEAR OF FIRST APPOINTMENT	EXPIRATION OF TERM
Giuseppe Zafarana	Independent Chair of the BoD(a)	M					May 2023	Shareholders' Meeting called to approve 2025 financial statements
Claudio Descalzi	Chief Executive Officer	M					May 2014	Shareholders' Meeting called to approve 2025 financial statements
Elisa Baroncini	Independent Director(a)	M					May 2023	Shareholders' Meeting called to approve 2025 financial statements
Massimo Belcredi	Independent Director(a)	m		C			May 2023	Shareholders' Meeting called to approve 2025 financial statements
Roberto Ciciani	Non-executive Director	M					May 2023	Shareholders' Meeting called to approve 2025 financial statements
Carolyn Adele Dittmeier	Independent Director(a)	m			C		May 2023	Shareholders' Meeting called to approve 2025 financial statements
Federica Seganti	Independent Director(a)	M				C	May 2023	Shareholders' Meeting called to approve 2025 financial statements
Cristina Sgubin	Independent Director(a)	M					May 2023	Shareholders' Meeting called to approve 2025 financial statements
Raphael Louis L. Vermeir	Independent Director(a) L	m	C				May 2020	Shareholders' Meeting called to approve 2025 financial statements
Luca Franceschini	Board Secretary and Counsel
CRC - Control and Risk Committee SSC - Sustainability and Scenarios Committee NC - Nomination Committee RC - Remuneration Committee
C L Chair Lead independent director M - majority m - minority
(a) Meeting the independence requirements provided by the law, as cited in the By-Laws, and by the Corporate Governance Code.

3.4.1 Composition

Pursuant to Art. 17 of the By-laws, the Board of Directors is composed of no fewer than three and no more than nine members, elected by the ordinary Shareholders' Meeting, which determines their number within these limits. The By-laws state that non-controlling shareholders can appoint threetenths of the total number of Directors on the Board88.

The Shareholders' Meeting of May 10, 2023:

confirmed the number of Directors at nine;

• confirmed the duration of the Board's term at three financial years and in any case until the date of the Shareholders' Meeting that will be called to approve the financial statements for the 2025 financial year;
• appointed the Board of Directors and the Chairman of the Board of Directors, represented by Giuseppe Zafarana (Chairman of the Board of Directors), Claudio Descalzi, Elisa Baroncini, Massimo Belcredi, Roberto Ciciani, Carolyn Adele Dittmeier, Federica Seganti, Cristina Sgubin and Raphael Louis L. Vermeir; specifically
• 1) Giuseppe Zafarana, Claudio Descalzi, Elisa Baroncini, Roberto Ciciani, Federica Seganti and Cristina Sgubin were nominated from the slate of candidates submitted by the Ministry of the Economy and Finance, which at the time owned 4.41% of the share capital. Present at the vote was 63.53% of the share capital. The slate was elected by the majority of the shareholders that participated in the Shareholders' Meeting (about 76.96% of the voting capital), equal to 48.9% of the share capital;
• 2) Massimo Belcredi, Carolyn Adele Dittmeier and Raphael Louis L. Vermeir were nominated from the slate of candidates submitted by a group of shareholders made up of asset managers and other investors, holding a total of 0.76% of the share capital. Present at the vote was 63.53% of the share capital. The slate was elected by the non-controlling shareholders that participated in the Shareholders' Meeting (about 22.42% of voting capital), equal to 14.24% of share capital.

The Shareholders' Meeting also appointed Giuseppe Zafarana as Chairman of the Board of Directors. He was the candidate listed first in the majority slate, submitted by the Ministry of the Economy and Finance. Around 63.57% of the share capital took part in the voting, with 61.44% of the entire share capital voting in favour of her appointment (equal to around 96.64% of the shares present at the Meeting).

On May 11, 2023, the Board confirmed Claudio Descalzi as Chief Executive Officer and General Manager of the Company and Luca Franceschini, the Company's Integrated Compliance Director, as Board Secretary and Board Counsel.

Below are some personal and professional profiles of Eni's current Board members.

(88) Art. 4, paragraph 1-bis, of Law No. 474/1994 (as amended by Legislative Decree No. 27/2010), providing that privatized listed companies apply the general framework set down in the Consolidated Law on Financial Intermediation, confirms that at least 1/5 of the voting directorships must be allocated to slates submitted by non-controlling shareholders.

The Board is composed by 9 Directors, 3 of whom designated by minority shareholders

GIUSEPPE ZAFARANA

• Year of birth: 1963
• Role: Chairman of the Board of Directors
• Participation in Committees: -
• In office since: May 2023
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: 1
• Slate elected on: majority (Ministry of the Economy and Finance)

Born in Piacenza in 1963, he has been Chairman of the Board of Directors of Eni since May 2023. He is a member of the Italian Corporate Governance Committee. Furthermore, he has been Chairman of the Board of Directors of Fondazione Eni Enrico Mattei (FEEM) since June 28, 2023 and, since 13 June 2024, Chairman of the Board of Directors of Finint Investments, an asset management company belonging to the Banca Finint Group. He graduated in Law, Political Sciences and Economic and Financial Security Sciences and obtained a 2nd level Master's Degree in Corporate Tax Law from the Luigi Bocconi University in Milan.

Experience

His military career began in 1981, when he attended the 81st "Osum II" course at the Corps Academy. He went into service in 1985 and held several operational assignments in Lombardy, Veneto, Lazio, Calabria and Sicily, commanding various divisions, taking on assignments in the leading investigative departments of the Corps and carrying out relevant Military staff functions. From 1995 to 1997, he attended the biennial Advanced Tax Police Course and a highly qualified stage in the United States of America, on the subject of contrasting organised crime.

He was Provincial Commander of Rome (from 2003 to 2008) and Regional Commander of Lombardy (from 2015 to 2016).

Moreover, he performed several assignments in the training sector, in particular as commander of the Academy of the Guardia di Finanza, and later served as Chief of Staff of the General Command of the Guardia di Finanza (from 2016 to 2018), and interregional commander for Central Italy (from 2018 to 2019).

From May 2019 to May 2023 he held the office of Commander General of the Guardia di Finanza. He taught at the Academy of the Guardia di Finanza, the School of the Tributary Police of the Guardia di Finanza, and the School of the economic-financial Police of the Guardia di Finanza. He has been awarded various decorations and honours, including the Knight Grand Cross of the Order of Merit of the Italian Republic.

CLAUDIO DESCALZI

• Year of birth: 1955
• Role: Chief Executive Officer
• Participation in Committees: -
• In office since: May 2014
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: -
• Slate elected on: majority (Ministry of the Economy and Finance)

Born in Milan, he has been Eni's CEO since May 2014. He is a member of the General Council and of the Advisory Board of Confindustria and Director of Fondazione Teatro alla Scala. He is a member of the National Petroleum Council. He is one of the founding CEOs of the Oil and Gas Climate Initiative, and was awarded the Atlantic Council's Distinguished Business Leadership Award in 2022.

Experience

He joined Eni in 1981 as Oil & Gas field petroleum engineer and then became project manager for the development of activities in the North Sea, Libya, Nigeria and Congo. In 1990 he was appointed Head of Reservoir and operating activities for Italy.

In 1994, he was appointed Managing Director of Eni's subsidiary in Congo and in 1998 he became Vice President & Managing Director of Naoc, a subsidiary of Eni in Nigeria. From 2000 to 2001 he held the position of Executive Vice President for Africa, Middle East and China. From 2002 to 2005 he was Executive Vice President for Italy, Africa, Middle East, covering also the role of member of the board of several Eni subsidiaries in the area.

In 2005, he was appointed Deputy Chief Operating Officer of the Exploration & Production Division in Eni. From 2006 to 2014 he was President of Assomineraria and from 2008 to 2014 he was Chief Operating Officer in the Exploration & Production Division of Eni. From 2010 to 2014 he held the position of Chairman of Eni UK.

In 2012, Claudio Descalzi was the first European in the field of Oil & Gas to receive the prestigious "Charles F. Rand Memorial Gold Medal 2012" award from the Society of Petroleum Engineers and the American Institute of Mining Engineers. He is a Visiting Fellow at The University of Oxford.

In 2014 he founded the Oil and Gas Climate Initiative together with other CEOs of major Oil & Gas companies to lead the industry's response to climate change.

In December 2015 he was made a member of the "Global Board of Advisors of the Council on Foreign Relations".

In December 2016 he was awarded an Honorary Degree in Environmental and Territorial Engineering by the Faculty of Engineering of the University of Rome, Tor Vergata.

In May 2022 he was awarded by the Atlantic Council with the Distinguished Business Leadership Award for the extraordinary role he has played in the energy sector at an international level, for the technological transformation of the company aimed at complete decarbonisation by 2050 and for his contribution to the new challenge of Italian and European energy security.

He graduated in physics in 1979 from the University of Milan.

ELISA BARONCINI

• Year of birth: 1966
• Role: Director
• Participation in Committees: Nomination Committee (Member); Sustainability and Scenarios Committee (Member)
• In office since: May 2023
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: -
• Slate elected on: majority (Ministry of the Economy and Finance)

Born in Castel San Pietro Terme (BO) in 1966, she has been Eni Director since May 2023. She is Professor of International Law at the Alma Mater Studiorum – University of Bologna, where she teaches International Trade and Investment Law, The International Law on Sustainable Development, International Energy Law and she is a member of the teaching board of the PhD program in Juridical Sciences. Founder and Coordinator of DIEcon, the interest group on International Economic Law of the Italian Society of International Law (SIDI), she co-chaired the interest group on International Economic Law of the European Society of International Law (ESIL) in 2012-2022 and since December 2023 she was appointed as a Member of the Executive Council of Society of International Economic Law (SIEL). She is a member of the Journal of World Investment and Trade and of the review Diritto del commercio internazionale – Bologna Editorial Board. In December 2024, she was renewed for the 2025-2028 triennium by the University of Bologna, as a member of the Scientific Council of the Alma Mater Institute for Advanced Studies and was appointed "TSD Expert" (international arbitrator) by the European Commission for dispute resolution mechanisms of the European Union new generation free trade agreements. She is also a member of the "Interuniversity Centre on the Law of International Economic Organisations" (CIDOIE), as well as a member of the "Associazione delle docenti universitarie dell'Università di Bologna" (AdDU) Scientific Committee. She participates in various associations and organisations active in the fields of governance and international and European law (Leuven Centre for Global Governance Studies, Society of International Economic Law, Società italiana di diritto internazionale, International Law Association (ILA) – Branch of Italy, Associazione italiana studiosi di diritto dell'Unione europea).

Experience

She is the author of several publications among Italian and foreign publishers and magazines, particularly in the field of international economic law and the external relations and trade policy of the European Union. She has been a Visiting Professor at various foreign universities and Visiting Researcher at the European University Institute (EUI), and member and manager of national and international research projects. After being appointed as Coordinator of the Re-Globe Jean Monnet Module (2022-2025), of the Seed Funding Una Europa WHC@50 project, and of the Seed Funding Una Europa ImprovEUorGlobe project, she is currently Scientific Director of the project "The World Trade Organization as a protagonist of sustainable development for the relaunch of the multilateral system", funded by the Ministry of Foreign Affairs and International Cooperation. Additionally, Elisa Baroncini holds the Jean Monnet Chair with the SustainEUorPlanet project and is a member of the Scientific Committee of the Advanced Training Course on Energy Law at the University of Bologna where she lectures on international energy law. Elisa Baroncini's fields of research include the crisis of the WTO appellate body and the multilateral reform process, the relationship between trade liberalisation and non-trade values, the new generation of EU free trade agreements, transparency in international economic law, the role of the European Parliament and the Commission in the conclusion of international agreements, UNESCO and international economic law, national security exceptions in international economic law, EU trade policy and the Sustainable Development Goals (SDGs) of the UN 2030 Agenda, energy trilemma and international energy law.

She graduated with honour in law, with the "Baldisserri" award for the best dissertation of the year in European Community Law, from the University of Bologna, where she also obtained a PhD in European Community Law.

MASSIMO BELCREDI

• Year of birth: 1962
• Role: Director
• Participation in Committees: Remuneration Committee (Chair); Nomination Committee (Member)
• In office since: May 2023
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: 1
• Slate elected on: minority (Italian and foreign institutional investors)

Born in Brindisi in 1962, he has been Eni Director since May 2023. He is Full Professor of Corporate Finance at the Faculty of Economics of the Università Cattolica del Sacro Cuore in Milan; founder and Director of FIN-GOV (Centre for financial research on corporate governance of the Catholic University). He is a member of the Steering Committee of Cor-Gov (Master II level in Corporate Governance), and the committee of the Department of Economics and Business Management.

He is a member of the Italian Academy of Business Economics (AIDEA) and the Association of Professors of Economics of Financial Market Intermediaries (ADEIMF). He is also a member of the Rivista Bancaria (Minerva Bancaria) Scientific Committee.

Since 2021 he has been Director of Armònia SGR and a member of the Nedcommunity Scientific Committee.

He provides technical consultancy and advice on the subjects of corporate finance and corporate governance, support for the board evaluation, remuneration policies, and procedures for transactions with related parties.

Experience

He has been a member of the Board of Directors, European Financial Management Association and of the Editorial Board, Journal of Management Governance.

He is the author of various national and international publications, primarily in the field of corporate governance, directors' remuneration, economic analysis of the law of listed companies, business crises, and has worked as a consultant to Assonime on matters of corporate governance, company law and crisis and regulation of financial markets, also participating in the working group for the development of the Corporate Governance Code.

Since 2003, he was Director in listed and unlisted, supervised and non-supervised companies (Arca SGR, Banca Italease, BPER Banca, Erg, Gedi and Pirelli Tyre), whilst also working as a member or chairman of advisory committees (Nomination, Remuneration, Control and Risk, Related Parties).

He was a member of the Advisory Board for the transformation and privatisation of municipal companies in the Municipality of Rome, and a member of the competition commissions for Consob and the Energy and Gas Authority (AEEG).

In 2014 he received the "Ambrogio Lorenzetti" award for corporate governance, category 'Board of Director's'.

He was Professor at the University of Svizzera Italiana and the University of Bologna.

He graduated in Business and Economics from the Università Cattolica del Sacro Cuore in Milan, where he also held the role of researcher and associate professor of Corporate Finance.

ROBERTO CICIANI

• Year of birth: 1972
• Role: Director
• Participation in Committees: Sustainability and Scenarios Committee (Member)
• In office since: May 2023
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: -
• Slate elected on: majority (Ministry of the Economy and Finance)

Born in Rome in 1972, he has been Eni Director since May 2023.

He is a lawyer, currently General Manager and Director of Directorate I of the Economy Department at the Ministry of Economy and Finance. He is a Director and member of the Remuneration Committee of TELT – Lyon-Turin Euroalpine Tunnel.

Experience

He began his career at the Compagno associates law firm and went on to participate in the final stage of the 2nd management training course-competition and took on the role of lawyer at the Tiber River Basin Authority, a public body responsible for the protection of land (from 2001 to 2002).

Since 2002 he has held managerial positions in several Directorates of the Treasury and Economy Department - Ministry of Economy and Finance.

He was a member of the Higher Council of the Sicily Foundation (from 2016 to 2019), a Director of Poste Tutela SpA, a company of Poste Italiane Group (from 2013 to 2016), and of MEFOP SpA, a majority state-owned company for the development of pension funds (from 2013 to 2019).

He has extensive, meaningful experience in the economic-financial sector, both at international and European level, in administrative, accounting and management procedures; he has considerable knowledge of risk monitoring and management, and has developed skills in the analysis of problems relating to international and domestic law and economics, banking, finance, business, the prevention of tax and financial crimes and market abuse, primarily gained through pre-legislative work at national, European and international level (definition of standards and international recommendations).

He was Professor at the Sapienza, Tor Vergata and LUISS Guido Carli universities in Rome.

He graduated in law from the Sapienza University of Rome, where he also gained a PhD in administrative law.

CAROLYN ADELE DITTMEIER

• Year of birth: 1956
• Role: Director
• Participation in Committees: Nomination Committee (Chair); Control and Risk Committee (Member)
• In office since: May 2023
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: 2
• Slate elected on: minority (Italian and foreign institutional investors)

Born in Salem (USA) in 1956, she has been Eni Director since May 2023. She is currently Independent Director, and member of the Audit and Risk Committees of HSBC UK Bank Plc.

She is also independent Director and Chair of the Internal Control and Risk Committee at Illycaffè SpA and a member of the Board of Statutory Auditors of Moncler SpA and of the Bologna University Business School Foundation.

She has taken part to the European Audit Growth Network (coordinated by Tapestry), which organizes benchmark meetings between the Audit Committee Chairs of major European companies, with a focus on high-growth companies.

She is a certified internal auditor and certified risk management assurance professional.

She was promoter, and still plays a leading role, in the working group for risks and controls within Nedcommunity.

Experience

She began her career at KPMG in 1978, as an auditor at Philadelphia, Pennsylvania, USA, later launching a corporate governance services practice in Italy. She held the position of Financial Manager and, subsequently, Internal Audit Manager for the Montedison/Compart Group. From 2002 to 2014 she served as Internal Audit Manager of the Poste Italiane Group, and of the Supervisory Body, as sole auditor.

From 2012 to 2015 she was a member of the Audit Committee of the FAO (United Nations Food and Agriculture Organisation), where she became Chair in 2014. She was also an independent director and Chair of the Control and Risk Committee at Autogrill SpA and Italmobiliare SpA.

From 2014 to April 2023 she was Chair of the Board of Statutory Auditors of Assicurazioni Generali SpA.

From 2016 to the end of 2023, she was senior advisor of Ferrero International SA as a member of Audit Committee

From 2017 until September 2024, she was an independent director and Chair of the Audit Committee, as well as member of the Corporate Governance, Sustainability and Nomination Committee of Alpha Services & Holdings SA and its subsidiary Alpha Bank SA, where she also served as lead director on ESG issues.

From 2004 to 2014, she held various positions at the Institute of Internal Auditors (IIA), including those of Chair of ECIIA and AIIA.

She is author of publications on risk governance and Internal Auditing and, in 2014 and 2017 respectively, she received the Ambrogio Lorenzetti Award, Board Members category, and the Minerva (Federmanager) Women of Excellence award.

She works periodically at LUISS Guido Carli University, lecturing on corporate governance, risk management, internal control and internal auditing.

She graduated in Economics from the Wharton School, University of Pennsylvania, USA.

FEDERICA SEGANTI

• Year of birth: 1966
• Role: Director
• Participation in Committees: Sustainability and Scenarios Committee (Chair); Control and Risk Committee (Member)
• In office since: May 2023
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: 1
• Slate elected on: majority (Ministry of the Economy and Finance)

Born in Trieste in 1966, she has been Eni Director since May 2023. She is currently Chair and Chief Executive Officer of the Friuli Venezia Giulia regional finance company Friulia SpA and Chair of BTX Italian Retail and Brands Srl, as well as Director of Finest SpA and BancoPosta Fondi SpA SGR (where she is Chair of the Remuneration Committee and member of the Risk Committee).

She is Professor of Finance, Core Faculty at the MIB Trieste School of Management, and of Insurance Operations Technique at the Department of Economics and Statistics at the University of Udine.

She is Director of the Master's course in Insurance & Risk Management and the Corporate Master's course in Risk Management and Finance at the MIB Trieste School of Management.

Experience

From 1994 to 2022 she was Director in several listed and unlisted companies (Fincantieri SpA, Eurizon Capital SGR, Autostrada Pedemontana Lombarda SpA, InRete SpA, Autovie Servizi SpA, Autovie Venete SpA), while also working as a member or chair of advisory committees (Nomination, Remuneration, Control and Risks).

From 2003 to 2008 she was Commissioner at Covip - Supervisory Commission on Pension Funds, from 2010 to 2016 a Member of the Occupational Pensions Stakeholder Group of EIOPA - European Insurance and Occupational Pensions Authority, and from 2017 to 2019 of the Strategy Advisory Board of EY Financial Services.

From 2017 to April 2023 she was an independent Director of Hera SpA, where she was also Chair of the Ethics and Sustainability Committee.

She was a contract professor of Transport Economics at the University of Trieste.

She is the author of many publications and has been awarded three prizes.

She has a degree in Political Science from the University of Trieste, and a PhD in Finance from the School of Finance (University of Trieste, Udine, Florence and Bocconi Milan), as well as an MBA in International Business from the MIB Trieste School of Management.

CRISTINA SGUBIN

• Year of birth: 1980
• Role: Director
• Participation in Committees: Control and Risk Committee (Member); Remuneration Committee (Member)
• In office since: May 2023
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: 2
• Slate elected on: majority (Ministry of the Economy and Finance)

Born in 1980, she has been a Eni Director since May 2023. Lawyer, expert in corporate law, corporate governance and regulation. She is currently Director of SACE, ISPRA (Higher Institute for Environmental Protection and Research), Vianini SpA and Biesse SpA. She is also Secretary General of Telespazio SpA, a leading international company operating in the satellite sector. She lectures on both degree and master's courses in public economic law and administrative law.

Experience

She gained extensive experience practising as a lawyer for leading national and international law firms, then started a managerial career. As a member of the legal profession, she has done consultancy work for the IPI (Institute of Industrial Promotion), in house company of the Ministry of the Economic Development ("MISE", now Ministry of Enterprises and Made in Italy) for Promuovitalia S.p.A. and for the same Ministry. She was General Counsel of Italo-Nuovo Trasporto Viaggiatori SpA. While working at Leonardo she subsequently became Head of Regulatory Affairs, and later Chief of Staff to the Chief Executive Officer.

Since 2021 she has been Secretary General of Telespazio, responsible for legal and corporate affairs, compliance, security and anti-corruption.

She has written monographs, particularly on complex industrial crises, collective works and scientific articles. She obtained a law degree from the University of Rome Tor Vergata and a level II University Master's degree in "Law and management of public services" from the LUMSA University in Rome.

RAPHAEL LOUIS L. VERMEIR

• Year of birth: 1955
• Role: Director and Lead independent director
• Participation in Committees: Control and Risk Committee (Chair); Remuneration Committee (Member)
• In office since: May 2020
• Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: -
• Slate elected on: minority (Italian and foreign institutional investors)

He was born in Merchtem (Belgium) in 1955 and has been a Director of Eni since May 2020. Since April 2021 he has been Lead independent director, appointment confirmed on May 2023. He is currently an independent advisor for the mining and oil industry. He serves as Trustee the Classical Opera Company in London, as well as Chairman of Malteser International and board member of Sedibelo Resources Limited. He is Fellow of the Energy Institute and the Royal Institute of Naval Architects.

Experience

He joined ConocoPhillips in 1979, initially working in marine transportation and production engineering services in Houston, Texas. He then handled upstream acquisitions in Europe and Africa and managed Conoco's exploration activities in continental Europe from the Paris headquarters.

In 1991 Vermeir moved to London to lead the business development activities for refining and marketing in Europe.

In 1996 he became managing director of Turcas in Istanbul (Turkey). He returned to London in 1999 to lead strategic initiatives in Russia and to complete major acquisition deals in the North Sea. He also headed an integration team during the ConocoPhillips merger.

In 2007 he became head of external affairs Europe and in 2011 was appointed as president of operations in Nigeria.

Subsequently and until 2015, Vermeir was Vice President of Government Affairs International for ConocoPhillips.

Raphael Vermeir was a member of the Board of Directors of Oil Spill Response Ltd and until 2011 was Chairman of the International Association of Oil and Gas Producers for four years in a row. Since 2016 and until April 2021 was Senior Advisor for Energy Intelligence and Strategia Worldwide.

From 2016 and until 2021 he was Chairman of IP week. Since 2016 until 2022 he was Senior Advisor for AngloAmerican.

He served as Trustee of St Andrews Prize for the Environment.

A Belgian national, he graduated in Electrical and Mechanical Engineering from the Ecole Polytechnique in Brussels. He holds Masters of Science degrees in engineering and management from the Massachusetts Institute of Technology.

3.4.2 Appointment89

Voting slates

To ensure that non-controlling shareholders are represented on the Board, Directors are elected on the basis of slates.

This system has been set out in the Company By-laws since 1994, in compliance with the special rules that apply to the Company itself, envisaged by Art. 4 of Law No. 474/1994. The rule, however, which was amended by Legislative Decree No. 27/2010, with the introduction of paragraph 1-bis of Art. 4, states that during Shareholders' Meetings called after October 31, 2010, the procedure for appointing members of the Company bodies must comply with the provisions established for all listed companies, with the exception of the number of Board members allotted to non-controlling shareholders. Art. 4, paragraph 1-bis, of Law No. 474/1994 confirms that at least one-fifth of the voting directorships (rounded up) must be allocated to slates submitted by non-controlling shareholders.

Eni By-laws reserve to non-controlling shareholders the three-tens of the Board members.

Right to submit slates

Pursuant to Art. 17 of the By-laws, which were appropriately amended to align its provisions with those of the above-mentioned decree, slates of candidates may be submitted by shareholders90 when, either alone or together with others, they represent at least 1% of Eni's share capital or any other threshold established by Consob regulations. Since 2011, and most recently with its decision dated January 28, 2025, Consob set the threshold for Eni at 0.5% of the Company's share capital.

Ownership of the minimum holding needed to submit slates shall be determined with regard to shares registered in the name of the shareholder on the date on which the slates are filed with the Company, without considering any subsequent transfer of the shares.

Each shareholder may only submit (or contribute towards submitting) and vote for a single slate. Controlling persons, subsidiaries and companies under common control may not submit or participate in the submission of other slates, nor can they vote on them, either directly or through nominees or trustees.

Composition, submission and publication of slates

Slates submitted by shareholders must list candidates in numerical order and expressly indicate those who fulfil the independence requirements specified by law and the By-laws. They are filed with the Company's registered office91 at least 25 days prior to the date of the Shareholders' Meeting called to appoint the members of the Board of Directors, and made available to the public at the Company's registered office, on its website and in any other manner established by law and by Consob regulations at least 21 days prior to the Meeting date. Slates of candidates are also communicated to Borsa Italiana SpA.

All candidates must satisfy the integrity requirements established by applicable law.

Together with the filing of each slate, on penalty of inadmissibility, the following shall also be filed: the curriculum vitae of each candidate, statements of each candidate accepting his appointment

(89) Information also provided pursuant to Art. 123-bis, paragraph 1, letter (l) of the Consolidated Law on Financial Intermediation. (90) Pursuant to Art. 17.3 of the By-laws, the Board of Directors may submit a slate of candidates. However, this option has never been exercised. This is without prejudice to any amendments to the By-laws to adapt them to the provisions of Law No. 21/2024. (91) In accordance with Art. 147-ter of the Consolidated Law on Financial Intermediation and Eni By-laws, slates may also be filed with the Company using distance communication methods, provided that they comply with any requirements stated by the Company in the notice calling the Meeting that are strictly required to confirm the identity of the submitters.

Directors are elected on the basis of slates

Requirements for candidates

and affirming the absence of any grounds making him ineligible or incompatible for such position, and that he satisfies the requirements of integrity and independence required by the law and the By-laws92.

Furthermore, in line with legislative provisions, Eni's By-laws93 provide that at least 2/5 of the Board shall consist of directors belonging to the less-represented gender, rounded up, unless the number of members of the Board is equal to three, in which case, this number is rounded down. Slates that contain three or more candidates shall include candidates of both genders. Slates competing to appoint the majority of the members of the Board of Directors, made up of more than three candidates, must include two fifths of the candidates belonging to the less-represented gender, rounding up to the higher unit.

If the slate voting mechanism does not yield the minimum gender representation required by law, an impartial mechanism is used based upon the number of votes received by the candidates to identify those of the over-represented gender to be replaced by the members of the less represented gender who may be listed on the same slate or chosen by the Shareholders' Meeting.

The shareholders who submitted the slates must also be identified, indicating the percentage of the share capital held94.

Once the voting formalities are satisfied, seven-tenths of the Directors to be elected are drawn from the slate that receives the most votes of the shareholders, rounded off in the event of a decimal number to the next lowest whole number, in the order that they appear on the slate. The remaining Directors are drawn from the other slates, which shall not be connected in any way, directly or indirectly, to the shareholders who have submitted or voted for the slate that receives the largest number of votes95; for this purpose, the votes received by each slate shall be divided by one or two or three depending upon the number of Directors to be elected.

The quotients, or points, thus obtained shall be assigned progressively to candidates of each slate in the order given in the slates themselves. The candidates of all the slates shall be ranked by the points assigned in single list in descending order. Those who receive the most points shall be elected. In the event that more than one candidate receives the same number of points, the candidate elected shall be the person from the slate that has not hitherto had a Director elected or that has elected the least number of Directors.

In the event that none of the slates has yet had a Director elected or that all of them have had the same number of Directors elected, the candidate among all such slates who has received the highest number of votes shall be elected. In the event of equal slate votes and equal points, the entire Shareholders' Meeting shall vote again and the candidate elected shall be the person who receives a simple majority of the votes.

If the minimum number of independent Directors required under the By-laws has not been elected following the above procedure, the By-laws provide also supplemental mechanisms to be used.

(94) In addition, in the case of slates filed using distance communication methods, the requirements for confirming the identity of the submitters, as specified in the notice calling the Meeting, must be met.

(95) The criteria for connection are set out in Art. 144-quinquies of the Consob Issuers' Regulation.

Rules to ensure gender balance in the composition of the Board

Supplemental mechanisms

⁽⁹²⁾ It is also recommended that the statements indicate whether the candidate meets the independence requirements pursuant to the Corporate Governance Code. The Legislative Decree No. 183/2021, in force since December 14, 2021, has supplemented Art. 2383 of the Italian Civil Code, providing that the appointment of a director shall follow the presentation of a declaration certifying the non-existence, for the candidate director, of the causes of ineligibility provided for by article 2382 of the Italian Civil Code and disqualifications from the office of Director adopted in a Member State of the European Union. Pursuant to Art. 2382 of the Italian Civil Code, the interdict, the disabled person, the bankrupt, or whoever has been sentenced to a penalty that implies the interdiction, even temporary, from public offices or the inability to exercise direct offices cannot be appointed director, and if appointed lapses from his office.

⁽⁹³⁾ See Articles 17 and 34 of the Company By-laws. The By-laws, first amended in 2012 to incorporate the provisions on gender balance established by Law No. 120/2011 – according to which the less represented gender must obtain, in the first term, at least one fifth of appointed directors and at least one third in the two subsequent terms, starting from the first appointment of corporate bodies after August 12, 2012 – have been modified by resolution of the Board of Directors of February 27, 2020 to adjust to the new regulatory provisions on the matter, pursuant to Law No. 160/2019 which reserves at least two fifths of the Directors to the less represented gender. The provisions aimed at ensuring compliance with current legislation on gender balance shall apply to six consecutive terms of the Board of Directors from the first appointment after January 1, 2020.

If, for any reason, including not being able to seat a full Board through slate voting, Directors are not appointed using this procedure, the Shareholders' Meeting shall resolve, with the required legal majorities, so as to ensure that the composition of the Board is compliant with the law and the Bylaws.

The slate voting procedure shall apply only to the election of the entire Board of Directors.

Pursuant to Art. 2386 of the Italian Civil Code, referred to in Art. 17.5 of the Eni By-laws, if during the year one or more positions on the Board are vacated, the other members shall replace them with a resolution approved by the Board of Statutory Auditors, as long as the majority of the remaining Directors have been appointed by the Shareholders' Meeting. The Nomination Committee assists the Board in the finding of candidates to serve as Directors in the event that one or more positions need to be filled during the financial year, ensuring compliance with the requirements on the minimum number of independent Directors and the percentage reserved for the less represented gender, as well as on the representation of minority shareholders. The Directors so appointed shall remain in office until the subsequent Shareholders' Meeting, which shall either confirm the appointment or appoint other Directors.

If a majority of the Directors should vacate their offices, the entire Board shall be considered to have resigned, and the Board shall promptly call a Shareholders' Meeting to elect a new Board.

3.4.3 Succession plan for Executive Director and key personnel

With reference to plans for the succession of Executive Directors, the Nomination Committee has been entrusted by the Board of Directors with the task of supporting it in the preparation, updating and implementation of the succession plan for the CEO, identifying, as a minimum, the procedures to following the event of early termination.

At its meeting of February 17, 2015, after reviewing the Nomination Committee's evaluation, the Board of Directors decided not to prepare a succession plan for the CEO given the shareholding structure of the Company. However, it decided upon a contingency plan, which sets out the steps to be taken in the event the CEO is unexpectedly unable to perform his duties. On April 7, 2022, after preliminary assessment by the Nomination Committee, the Board of Directors reviewed the "contingency plan", approving some updates to take into account the Company's new organisational structure, and on April 23, 2024, approving further improvements and refinements to the plan.

The "contingency plan" provides for market notification of the event that triggers its activation and the convening of the Board of Directors for the appointment of the new Chief Executive Officer or, in the absence of indications from the reference shareholder, upon the proposal of the Chairman of the Board of Directors, the temporary reassignment of the Chief Executive Officer's powers to the two General Managers96. At the same time, it is envisaged that the Chairman of the Board of Directors will initiate dialogue with the reference shareholder for possible instructions also regarding co-optation.

The process and method for the succession plans for managers with strategic responsibilities, including those that Eni's Board of Directors is responsible for appointing, have been used at Eni since 2012.

The process, which was presented on several occasions to the Nomination Committee starting in 2012, is managed by Eni's competent Human Resources functions with the support of an external consultant, in particular for the aspects of methodological updating and for the activities that imply a comparison with the market.

The "contingency plan" in the event the CEO is unexpectedly unable to perform his duties

In 2024, the Nomination Committee addressed the issue of succession plans for managers with strategic responsibilities, reporting on their findings to the Board of Directors, considering the following:

• analysis of the process, method used and its KPIs;
• application of the succession planning methodology for Executives of the Company and Directors of subsidiaries falling within the scope of the Committee and appointed during the year.

3.4.4 Independence requirements

The law and By-laws

The Consolidated Law on Financial Intermediation establishes that at least one Director, or two if the Board is comprised of more than seven members, must satisfy the independence requirements for Statutory Auditors of listed companies as set out in Art. 148, paragraph 3 of that law, as well as any other requirements set out in codes of conduct if the By-laws so provide.

Art. 17.3 of Eni's By-laws improve on the existing law by establishing that at least one Director, if there are no more than five Directors, or at least three Directors, if there are more than five, shall satisfy the independence requirements. The same article also provides for a mechanism beyond the ordinary election system for ensuring that the requirement of a minimum number of independent Directors is met. By doing so, Eni seeks to strengthen the presence of independent Directors on its Board.

Corporate Governance Code recommendations

Principle VI of the Corporate Governance Code also recommends that a significant number of non-executive Directors should be independent, meaning that they do not maintain, nor have they recently maintained, directly or indirectly, any relationships with the Company or persons linked to the Company of such a significance as to influence the current autonomy of judgement (see definition of "independent directors" in the Code). The number and competences of independent Directors must be adequate to the Company's needs and to the operation of the Board, as well as the establishment of Board Committees (Recommendation 5 of the Code).

The Code recommends that in "large companies" other than those with concentrated ownership97, like Eni, independent directors account for at least half of the Board (Recommendation 5)98.

Recommendation 7 of the Corporate Governance Code lists some circumstances that compromise, or appear to compromise, the independence of a director.

The general principle expressed in the introduction of the Code is also applicable to this Recommendation, according to which companies adopt the Code with prevalence of substance over form and apply its Recommendations according to the "comply or explain" criterion.

Eni specifications

Since 2006, when previous versions of the Corporate Governance Code were in force, Eni's Board of Directors has specified recommended independence criteria for Directors. In particular, most recently at its meeting of May 11, 2023, after the appointment and before carrying out the independence assessments confirming the decision of the previous Board of Directors, the Board provided that:

• for the purpose of applying Recommendation 7, letter (b),99"subsidiaries of strategic importance" are those indicated in the resolution on powers reserved for the Board of Directors of May 11, 2023, i.e. Versalis SpA, Eni International BV and Eni Plenitude SpA Società Benefit;

(97) The Code clarifies that a "large company" is a company whose capitalisation was greater than €1 billion on the last exchange business day of each of the previous three calendar years. "Companies with concentrated ownership" are companies in which a single shareholder (or a plurality of shareholders which participate in a shareholders' voting agreement) holds, directly or indirectly (through subsidiaries, trustees, or third parties) the majority of the votes that can be exercised in the ordinary shareholders' meeting. (98) This Recommendation applies starting from the first renewal of the Board of Directors after December 31, 2020. (99) That is: "if he or she is, or was in the previous three financial years, an executive director or employee:

• of the company, of its subsidiary having strategic relevance or of a company subject to joint control;

• of a significant shareholder of the company".

The requirements established by law and By-laws

The requirements established by Corporate Governance Code

• in relation to Recommendation 7, letter (d)100, any "additional remuneration" received by a director which undermines the position of independence, is equal to 30% of the "fixed" company director's emolument101;
• for the definition of "close relatives", referred to in Recommendation 7, letter (h), refer to the list in the related Q&A, which considers "close relatives" as parents, children, spouses who are not legally separated and cohabitants;
• to assess the significance of commercial, financial or professional relationships that may compromise independence in accordance with Recommendation 7, letter (c)102, the criterion for transactions with related parties or subjects of interest or close relatives not included in related parties but relevant for the purposes of the Corporate Governance Code, is applicable above the threshold of insignificance and excluding ordinary transactions concluded at market or standard conditions, as defined by the ECG Policy "Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties".

In addition, the Board made it clear that the significance of these relationships may be mitigated or excluded if at least two of the following circumstances occur: (i) the pre-existence of the relationship with respect to the appointment in Eni; (ii) incidence of the relationship with Eni lower than 5% of the annual turnover103 of the company controlled by the director or of which the director (or a close relative) is an executive director or of the professional firm or consultancy company of which the director (or a close relative) is a partner; (iii) termination of the relationship before the beginning of the term or no later than six months from the beginning of the term.

The Board assessment

The independence of Directors is assessed by the Board, after its appointment and, after the preliminary assessment of the Nomination Committee, on an annual basis and if it is necessary in the event of circumstances relevant to independence, both on the basis of the criteria defined by the Consolidated Law on Financial Intermediation and on the basis of the requirements set forth in the Corporate Governance Code, as specified by the Board itself.

In particular, at the meeting of May 11, 2023, immediately after its appointment and, after preliminary assessment by the Nomination Committee at the February 15, 2024 and February 26, 2025 meetings, the Board of Directors, based on the statements made by the Directors and the information available to the Company, determined that Chairman of the Board of Directors Zafarana and Directors Baroncini, Belcredi, Dittmeier, Seganti, Sgubin and Vermeir met the independence requirements established by law, as referenced in Eni's By-laws, as well as the requirements recommended by the Corporate Governance Code104.

The Board of Statutory Auditors verified the proper application of the criteria and procedures adopted by the Board in assessing the independence of its members. The assessments of the Board are reported in the tables attached to this Report.

is a company or entity, with its executive directors or top management"; (103) Or, similarly, 5% of the income of a Director or of his/her close relatives.

(104) With reference to the evaluations carried out by the Board at the meeting of May 11, 2023 and February 15, 2024, please refer to the information in the 2023 Corporate Governance and Shareholding Structure Report, published in the Governance section of the Company's website.

The Board assessment

⁽¹⁰⁰⁾ That is, "if he or she receives, or received in the previous three financial years, from the company, one of its subsidiaries or the parent company, significant remuneration other than the fixed remuneration for the position held within the board and for the membership in the committees recommended by the Code or required by law";

⁽¹⁰¹⁾ The Board has also clarified, consistently with the past, that remuneration for participation in the Sustainability and Scenarios Committee is not considered additional remuneration, applying the same treatment to all committees as the Code recommends for committees recommended by the Code (Control and Risk Committee, Remuneration Committee and Nomination Committee). (102) That is, "if, directly or indirectly (e.g. through subsidiaries or companies of which they are an executive director, or as a partner in a professional firm or consulting company), they have or have had in the previous three financial years a significant commercial, financial or professional relationship: - with the company or its subsidiaries or with its executive directors or top management; - with a person who, also jointly with others through a shareholders' agreement, controls the company; or, if the controlling company

3.4.5 Integrity requirements, reasons for ineligibility and incompatibility

The Consolidated Law on Financial Intermediation specifies that individuals who perform management and administration functions in listed companies must fulfil the integrity requirements established for members of control bodies in the guidelines issued by the Minister of Justice pursuant to Art. 148 of the Consolidated Law on Financial Intermediation105.

In particular, Art. 17.3 of the By-laws, in transposing this provision, establishes that all candidates for the position of Director must fulfil the integrity requirements specified in current regulations. The Directors are also required to fulfil the additional specific requirements established by the special rules that may be applicable to the Company and to them.

The same provision also requires the Board to periodically evaluate the independence and integrity of Directors and ascertain the absence of circumstances that would render them ineligible or incompatible.

Pursuant to Art. 17.3 of the By-laws, if a Director does not or no longer satisfies the independence and integrity requirements declared and established by law or if circumstances arise that render him ineligible or incompatible, the Board shall declare that the Director has forfeit the position and replace him, or shall invite him to rectify the circumstances rendering him incompatible by a deadline set by the Board itself, on penalty of forfeiture. The Nomination Committee is responsible for enquiries connected with the periodic verification that the Directors satisfy the integrity requirements and the absence of circumstances that would render them ineligible or incompatible. Upon appointment and thereafter on a periodic basis, the Directors are required to issue statements that they meet the integrity requirements under applicable law, as well as the absence of grounds for ineligibility, incompatibility or forfeiture106, and the Board shall verify that the integrity requirements have been met, in accordance with current regulations. The Directors must notify the Company if they should no longer satisfy the independence and integrity requirements or if cause for ineligibility or incompatibility should arise.

At its meeting of May 11, 2023, shortly after its appointment, and after assessment by the Nomination Committee, during the meetings of February 15, 2024 and February 26, 2025, the Board of Directors verified that the integrity requirements have been met by all the Directors and that there are no circumstances rendering any of the Directors ineligible or incompatible or at risk of forfeiture, including with regard to Eni holdings in financial, banking and/or insurance companies.

3.4.6 Policy of the Board of Directors on the maximum number of offices held by its members in other companies

With its resolution of May 11, 2023 (confirming the guidelines established on May 14, 2020, last updated on February 22, 2023), the Board of Directors specified the general criteria for determining the maximum number of management and control offices that can be held by its members in other companies that are compatible with effective performance of their role as Director of Eni.

The Board's resolution of May 11, 2023 establishes that:

• an Executive Director should not hold the office of: (i) Executive Director at any other listed company or a financial107, banking or insurance company or a company with shareholders' equity exceeding €10 billion, and (ii) non-executive Director or Statutory Auditor (or member of another controlling body) at more than one of the aforesaid companies, (iii) non-executive Director at another issuer of which a Director of Eni is an executive Director;

The assessment of the Board and the verification of Nomination Committee

Executive Director

⁽¹⁰⁵⁾ Ministerial Decree No. 162 of March 30, 2000.

⁽¹⁰⁶⁾ The Directors, taking into account the provisions of Legislative Decree No. 183/2021, in force since December 14, 2021, which amended Art. 2383 of the Italian Civil Code, declared, among other things, the non-existence of causes of their ineligibility under Article 2382 of the Italian Civil Code and disqualifications from the office of director adopted against them in a European Union Member State.

⁽¹⁰⁷⁾ For the purposes of assessing the number of offices held, financial companies are those defined under Art. 106 of Legislative Decree No. 385/1993 (Consolidated Law on Banking) and companies that provide investment or collective portfolio management activities or services pursuant to the Consolidated Law on Financial Intermediation.

• a non-executive Director, in addition to the office held at Eni, should not hold the office of: (i) executive Director in more than one of the aforesaid companies and non-executive Director or Statutory Auditor (or member of another controlling body) in more than three of the such companies; (ii) nonexecutive Director or Statutory Auditor (or member of another controlling body) in more than five of such companies; (iii) executive Director of another issuer of which an executive Director of Eni is a non-executive Director. Non-executive Director

The limit on multiple offices excludes offices held in Eni Group companies108.

If these limits are exceeded, the Director will promptly inform the Board, which will assess the situation in light of the interests of the Company and will call upon the Director to take action in accordance with its decision.

In any case, before taking up the office of director or statutory auditor (or member of another control body) in another company that is not a direct or indirect subsidiary or associated company of Eni, the Executive Director shall inform the Board of Directors, which will prohibit him from taking up the office where it believes such to be incompatible with the functions attributed to the Executive Director and the interests of Eni. The rules applicable to executive Director also apply to General Managers, with the exception of the prohibitions on cross directorships.

The assessment of the Board and the verification of the Nomination Committee

On the basis of information provided, the Board of Directors following its appointment verified that the Directors have complied with the aforementioned limits on multiple offices. In addition, after preliminary investigation by the Nomination Committee, during its meetings of February 15, 2024 and February 26, 2025, it verified that all Directors comply with the aforementioned limits on holding multiple offices.

Information on the number of offices relevant for the purposes of the limits on multiple offices held by Board members is available in the chart attached with this Report.

In addition, the chart shows attendance of each Director at the meetings of the Committees they are member of.

3.4.7 Powers and responsibilities

The Board of Directors has been granted the broadest powers for the ordinary and extraordinary administration of the Company to pursue its purpose.

On May 11, 2023, the Board of Directors confirmed Claudio Descalzi as Chief Executive Officer and General Manager109, granting him the broadest powers for the ordinary and extraordinary administration of the Company, excluding those that cannot be delegated by law and several specific assignments that the Board reserved solely to itself ("Resolution on Powers").

In the same meeting on May 11, 2023, the Board also confirmed the central role of the Chairman of the Board of Directors, Giuseppe Zafarana, in the system of internal controls, assigning him, in particular, the task of managing the hierarchical relationship of the Head of Internal Audit with the Board. In addition, the Board also decided that the Chairman shall perform his duties under the By-laws as legal representative, namely, managing institutional relationships in Italy, together with the CEO.

Reserved powers of the Board

Pursuant to the aforesaid resolution on reserved powers, the Board leads the Company by pursuing its sustainable success, that consists of creating long-term value for the benefit of the shareholders, taking into account the interests of other stakeholders relevant for the Company. The Board, in addition to powers that may not be delegated by law and by By-laws, has the following exclusive powers:

(108) "Offices held in Eni Group companies", excluded from the limit on multiple offices, also includes non-executive offices held upon Eni's appointment in affiliated companies or jointly controlled companies.

(109) Claudio Descalzi was appointed Chief Executive Officer of the Company for the first time on May 9, 2014. From 2008 to May 2014 he was the Chief Operating Officer of the Exploration & Production Division of Eni SpA.

• 1. Defines the system and rules of corporate governance for the Company, evaluating and promoting, where necessary, the appropriate amendments, submitting the same, when appropriate, to the Shareholders' meeting. Defines the structure of the group it leads. Approves the Corporate governance and shareholding structure Report, with the support of the Control and Risk Committee with regard to the internal control and risk management system. Approves, having received the opinion of the Control and Risk Committee, the guidelines for the internal regulatory system and the policies on Ethics, Compliance & Governance. Having received the favourable opinion of the Control and Risk Committee, adopts rules ensuring the transparency and the substantive and procedural fairness of transactions with related parties and those in which a Director or a Statutory Auditor holds a personal interest or an interest on behalf of third parties, assessing on an annual basis whether any revision is needed. Upon proposal of the Chairman of the Board of Directors, in consultation with the CEO, it also adopts a procedure for the internal handling and the disclosure of Company documents and information, with particular reference to inside information.
• 1. Defines its operational rules and procedures, including the procedures for providing information to directors. Establishes the Board's internal Committees, with preliminary, propositional and consultative functions, defines their composition appointing and revoking their members and Chairmen, favouring the competence and experience of their members and avoiding an excessive concentration of offices. Determines their duties, and also upon proposal of the Remuneration Committee and following consultation with the Board of Statutory Auditors, the compensation of the relevant members; acting upon proposal of the same committees, approves their rules of procedures and annual budgets. Moreover, establishes in the rules of procedure of the committees the terms and conditions on which committees can use external consultants.
• 1. Upon their appointment and on annual basis, as well as at the occurrence of relevant circumstances, based on the information provided by the interested party or available to the Company and following the preliminary investigation of the Nomination Committee, assesses the independence and integrity of its members, as well as the non-existence of reasons for ineligibility and incompatibility. Defines ex ante the quantitative and qualitative criteria for assessing the significance of commercial, financial or professional relations, as well as of any remuneration other than the fixed remuneration that may compromise or appear to compromise independence. Carries out the assessments vested in it by law in relation to the requirements applicable to Statutory Auditors. Acting upon a proposal of the Nomination Committee, it expresses its policy on the maximum number of director or statutory auditor positions that can be held by its members in any other listed company, whether Italian or foreign, or in financial, banking or insurance companies or in companies of significant size that are compatible with the effective performance of their role as director, taking into account the time commitment required by the role, and periodically verifies their compliance, at least on an annual basis. Every year, carries out an assessment on the specific functioning of the Board itself and of its committees, as well as on their size and composition, using an external independent consultant, appointed upon proposal of the Nomination Committee, also considering the role it has played in defining strategies and monitoring management and the adequacy of the internal control and risk management system. The Chairman of the Board of Directors ensures, with the help of the Board Secretary, the adequacy and transparency of the Board Review process, with the support of the Nomination Committee. The Nomination Committee upon request of the Board, provides assistance in the evaluation activities of the Board and its Committees. Taking into account the outcomes of such assessment, with the support of the Nomination Committee, the Board defines the optimal composition of the Board itself and of its committees, issuing its guidelines to shareholders on the size and composition of the new Board before its appointment. With the assistance of the Nomination Committee, identifies candidates for the office of Director in case of co-optation and, where possible and appropriate, prepares and submits its own slate for the renewal of the body. Requires to whoever submits a slate with a number of candidates that is higher than half the number of members to be elected to provide adequate information, in the documentation presented for filing the slate, on the compliance of the slate with the guidelines expressed by the Board, and also with reference to diversity criteria envisaged by the law and by the Corporate Governance Code, and to indicate the candidate for the office of Chairman of the Board.
• 1. Where applicable, appoints and revokes an independent director as "lead independent director".
• 1. Delegates and revokes powers to/from the Chief Executive Officer and the Chairman of the Board of Directors, establishing the limits and methods for exercising these powers and, after examining the proposals of the Remuneration Committee and following consultation with the Board of Statutory Auditors, determining the remuneration connected with these duties. The Board may impart directives to the delegated bodies and itself undertake any operations falling within the delegated powers. Prepares, updates and implements, with the support of the Nomination Committee, a succession plan for the Chief Executive Officer identifying at least the procedures to be followed in the event of early termination of office. It also ascertains the existence of adequate procedures for the succession of top management.
• 1. Taking into account the obligations established by current legislation on the matter: (i) establishes the fundamental guidelines for the organizational, administrative and accounting structure, including the internal control and risk management system, of the Company, of subsidiaries having strategic relevance and of the Group; (ii) it evaluates the adequacy of the organizational, administrative and accounting structure of the Company, of the subsidiaries having strategic relevance and of the Group, with particular reference to the internal control and risk management system, put in place by the Chief Executive Officer.
• 1. With the support of the Control and Risk Committee and following consultation with the Chairman of the Board of Directors in regard of the internal audit activities, establishes the general guidelines for the internal control and risk management system, in line with the Company's strategies. With reference to the four-year Plan, defines the nature and level of risk compatible with the strategic objectives of the company, on the basis of an estimate of risk probability and impact, provided by the Integrated Risk Management function (and, if necessary, updated during the year), including in its assessments all the elements that could be relevant for Company's sustainable success.Upon proposal of the Chief Executive Officer and with the support of the Control and Risk Committee, it annually defines, within the framework of the four-year Plan, the specific guidelines for the internal control and risk management system, in line with the Company's strategies, and evaluates their implementation annually, based on a report from the Chief Executive Officer, without prejudice to the general guidelines on the subject contained in internal regulations. Upon proposal of the Chief Executive Officer and in agreement with the Control and Risk Committee and the Board of Statutory, defines the principles concerning the coordination and information flows between the various subjects involved in the internal control and risk management system. Approves the guidelines on the internal audit activity, upon proposal of the Chairman of the Board of Directors, in agreement with the Chief Executive Officer and having consulted the Control and Risk Committee. Defines the guidelines for the management and control of financial risks, after having heard the opinion of the Control and Risk Committee, and defines the financial risk limits for the Company and its subsidiaries. With the support of the Control and Risk Committee (i) examines the main Company risks, identified by the Chief Executive Officer, taking into account the nature of the business of the Company and of its subsidiaries, as reported by the Chief Executive Officer to the Board at least once every three months and (ii) every six months, based on the reports prepared by the Officer in charge of preparing financial reports of Eni SpA, as well as the reports by the Control and Risk Committee, the Risk Report and, annually, also on the basis of the Report on compliance with financial risk limits and the Integrated Compliance Report, evaluates the adequacy of the internal control and risk management system with regard to the nature of the business and its risk profile, as well as its effectiveness. It also evaluates the adequacy of powers and means given to the Officer in charge of preparing financial reports, and the actual compliance with the administrative and accounting procedures prepared by said Officer; (iii) assesses on an annual basis the adequacy of the organizational structure of the internal control and risk management system with respect to the characteristics of the company and its risk profile as well as its effectiveness, except for amendments that could make a six-monthly revision necessary, taking this into account also for the purposes of the evaluation on the adequacy of the internal controls and risk management system under point ii). Approves the Management, Supervision and Control Model of the risks on Health, Safety and Environment, Security and Public Safety of the Company, and its substantial amendments.
• 1. At least annually, approves the Audit Plan prepared by the Head of the Internal Audit Department, with the support of the Control and Risk Committee and following consultation with the Chairman,

the Chief Executive Officer and the Board of Statutory Auditors. Evaluates, with the support of the Control and Risk Committee and following consultation with the Board of Statutory Auditors, the findings contained in the recommendation letter, if any, of the audit firm and in its additional report, together with any comments of the Board of Statutory Auditors, informing the Board of Directors on the results of the auditing.

• 1. Defines, upon proposal of the Chief Executive Officer, the strategic guidelines and objectives of the Company and of the Group, pursuing its sustainable success and monitoring its implementation. Examines and approves the four-year Plan and the medium-long term plans of the Company and of the group and related budgets, also on the basis of the analysis of the issues relevant to the generation of long-term value, periodically monitoring their implementation. Examines and approves the plan for the Company's non-profit activities, after the assessment of the Sustainability and Scenarios Committee; it also approves operations not included in the nonprofit plan whose cost exceeds € 1 million, provided that reports on operations not included in the plan and not subject to Board approval are periodically submitted to the Board, in accordance with paragraph 11 below.
• 1. Examines and approves, with the support of the Board Committees to the extent applicable, the Annual Financial Report, which includes the draft of Eni Financial Statements, the Consolidated Financial Statements and the consolidated non-financial statement, the consolidated annual Sustainability Report not already contained within the non-financial statement and the halfyear financial report. It also examines and approves any semi-annual and quarterly financial reports¹¹⁰ and preliminary reports, the annual Report on Payments to Governments and any additional periodic statements or reports in accordance with applicable regulations.
• 1. Receives from Directors with delegated powers at the Board meetings, on at least a bimonthly basis, reports on actions taken in exercising their delegated powers, as well as on Group activities and on atypical or unusual transactions that have not been submitted to the Board for examination and approval, as well as on the execution of transactions with related parties and those in which the Directors and Statutory Auditors hold an interest in accordance with the relevant internal procedures. It also receives prior information: (i) on the closure of significant industrial sites in the refining and chemical sector, when the closure does not follow the liquidation of a company and (ii) on exiting countries where the Company operates, when entry was authorized by the Board.
• 1. Receives periodic reports from the Chairman, on the implementation of Board resolutions. At each Board meeting, receives information from the Board's internal Committees on the most relevant issues examined during their meetings and, at least on a semi-annual basis, a report on their activities111.
• 1. Assesses general trends in the operations of the Company and of the group on the basis of information received from Directors with delegated powers, paying particular attention to conflicts of interest and comparing, normally on a quarterly basis, results – as reported in the annual financial statements and interim financial reports – with budget forecasts.
• 1. Examines and approves, with the support of the competent board committees, transactions by the Company and by its subsidiaries with related parties as provided for in the relative procedure approved by the Board, as well as transactions in which the Chief Executive Officer holds an interest pursuant to Art. 2391, first paragraph, of the Italian Civil Code, that fall under the responsibility of the Chief Executive Officer.
• 1. Evaluates and approves any transaction executed by the Company and by its subsidiaries (excluding the joint-control companies), that has a significant impact on the Company's strategy, performance or financial position. The Board ensures compliance with the principles of good

⁽¹¹⁰⁾ In compliance with the provisions of Art. 82-ter of the Consob Issuers Regulation, as most recently disclosed to the market with a press release of December 12, 2024 relating to the "2025 Calendar of Corporate Events", Eni intends to continue to voluntarily communicate the consolidated quarterly results as approved by the Board of Directors and published with the timing set out in the financial calendar. The disclosure will take place in line with the corporate policy of regular disclosure on the financial and operational performance of the Company aimed at the market and investors, in line with the behaviour of the main peers who publish quarterly reports. The content will include at least: an interim measure of the performance of the group and business sectors, such as operating profit or equivalent measure (reported and adjusted); net profit (of the group); adjusted net profit (by group and by business sector); the net financial position (of the group) and the cash flow for the period; shareholders' equity (of the group); leverage (group).

⁽¹¹¹⁾ Since 2012, at each Board meeting, the Chairmen of the Committees report to the Board on the most important issues addressed by the Committees in their most recent meetings.

corporate governance and management of the subsidiaries, protecting their operational autonomy with specific regard to listed companies and companies for which law or regulations require it. It is also ensured the confidentiality of transactions between said subsidiaries and Eni or third parties for the protection of the subsidiaries' interests. Without prejudice to the provisions of point 26, transactions with a significant impact include the following:

• a) acquisitions and disposals of equity investments, companies or business units, property rights, leases active and passive of companies or business units, transfers of assets (except, for all of these, for the operations with and between subsidiaries), mergers, demergers and liquidations of companies exceeding €200 million in the upstream oil & gas sector and €150 million in other business sectors, without prejudice to Art. 23.2 of the By-laws;
• b) acquisitions and disposals (also as part of "unification" agreements) of exploration mining rights exceeding €150 million and productive mining rights exceeding €200 million;
• c) capital increases (i) of subsidiaries: for amounts exceeding €1 billion, (ii) of associate companies: for amounts exceeding €500 million, if proportionate to the interest held, and of any amount, if not proportional to the interest held;
• d) investments in fixed assets exceeding €500 million in the upstream oil & gas sector, and €300 million in other sectors;
• e) transactions that imply: (i) entry into new countries, with a significant operational presence or with initiatives that present a particular risk and/or (ii) significant entry into new business sectors;
• f) real estate leases, purchase and sale of goods and contracts for the provision of work or services (other than those intended for investment and gas supplies), with the exclusion of contracts with and between subsidiaries, at a total price exceeding €1 billion or, if the total price exceeds €500 million, with a duration of more than 20 years;
• g) gas and LNG purchase and supply contracts, of at least 3 billion cubic meters per year and tenyear duration or changes to gas purchase and supply contracts involving increases in commitments of at least 3 billion cubic meters per year and increases in duration, inclusive of the residual duration of the contract, exceeding 10 years, with the exception of modifications made in execution of contractual clauses already included in the original agreement;
• h) loans to subjects other than subsidiaries: (i) if in favour of associate companies: for an amount exceeding €300 million, if in proportion to interest held; and for an amount exceeding €10 million if not proportional to interest held; (ii) if in favour of non-associate companies: of any amount; (iii) changes in the loans referred to in points (i) and (ii), which determine a worsening in the approved contractual terms. The following transactions do not require the approval of the Board:
  • a. financial commitments assumed in a non-proportional amount to interest held (so-called "carry agreement") within contracts relating to the exploration and development phase of hydrocarbons, provided that the following conditions are jointly warranted: (i) the obligations are assumed in favour of the host State or an oil company directly or indirectly whollyowned by the host State; (ii) the obligations are distributed in proportion to the interest held in the reference asset by subjects other than the State or the State oil company (referred to in point i) at the time the financial commitment is made; (iii) with relation only to carry agreements for the development phase, the risk of repayment of the loan is guaranteed by any future financial or production flows of the underlying mining investment. The carry agreements, or amendments thereof, stipulated after the conclusion of the above contracts, are subject to the approval of the Board if they determine a nonproportional increase in the exposure and for amounts exceeding €200 million;
  • b. the signing and application of default clauses contained in the contracts regulating the mining activity between partners of a joint venture;
• i) issuing of unsecured and secured guarantees (including in the form of indemnity) to entities other than subsidiaries: (i) for amounts exceeding €500 million, if in the interest of the Company or of Eni subsidiaries; (ii) for amounts exceeding €300 million, if in the interest of non-controlled associated companies; (iii) in any case, for amounts exceeding €10 million if the guarantee is not proportionate to the interest held in the obligations underlying the guarantee (with the exception of the case in which the non-proportionality is due to the presence of a

carry agreement within the limits indicated in letter h) above); (iv) if in the interest of subjects belonging to "Temporary Grouping of Companies" for the participation in tenders where Eni or its subsidiaries act as authorized representative, for amounts exceeding € 50 millions, or for any amount if it is not provided the release of a counter-guarantee from the subjects participating to the "Temporary Grouping of Companies"; (v) if in the interest of third parties, for any amount; (vi) for an indeterminate amount, in the interest of any person; (vii) changes to the guarantees referred to in the previous points, which determine a worsening in guarantees already issued;

• j) waiver of rights with a value equal to the thresholds set out in the preceding letters for the acquisition or transfer of the same rights;
• k) Eni SpA intermediation agreements, understood as contracts in which the Company, in relation to a specific business initiative, appoints an entity for the exclusive purpose of putting the Company in contact with third parties, promoting the interests of the Company with the aforementioned subjects and facilitating the stipulation/execution of contracts with them.
• 1. Appoints and revokes acting upon proposal of the Chief Executive Officer in agreement with the Chairman of the Board of Directors and following consultation with the Nomination Committee – the General Managers, defining the content and limits of their powers as well as the provisions for exercising them. In the case of appointment of the Chief Executive Officer as General Manager, the proposal is made by the Chairman of the Board of Directors. At the time of the appointment and periodically, the Board assesses compliance with the integrity requirements provided for by current legislation for General Managers.
• 1. Upon proposal of the Chairman of the Board of Directors, appoints and revokes the Board Secretary and Board Counsel, which reports hierarchically and operationally to the Board and by means of it to the Chairman of the Board of Directors, and determines the remuneration, the charter and the annual budget.
• 1. After assessing his compliance with professional and integrity requirements, appoints and removes the Officer in charge of preparing financial reports – acting upon a proposal of the Chief Executive Officer and in agreement with the Chairman of the Board of Directors, following consultation with the Nomination Committee, and having received the favourable opinion of the Board of Statutory Auditors; also, following the opinion of the Control and Risk Committee, ensures that he has adequate powers and means to carry out his statutory duties and monitors compliance with the administrative and accounting procedures established by the abovementioned officer. The Board periodically assesses the possession of the integrity requirements provided for by current legislation for the Officer in charge of preparing financial reports.
• 1. Acting upon proposal of the Chairman of the Board of Directors, in agreement with the Chief Executive Officer, with the support of the Control and Risk Committee, and following consultation with the Board of Statutory Auditors, it (i) appoints and removes the Head of Internal Audit Department, with the support of the Nomination Committee (ii) it approves the Internal Audit budget, ensuring that the Head of Internal Audit Department has adequate resources to carry out his duties: (iii) establishes his remuneration structure in accordance with the Company's remuneration policies. The Head of Internal Audit Department reports hierarchically to the Board and, on its behalf, to the Chairman of the Board of Directors, without prejudice to its operational dependence on the Control and Risk Committee and on the Chief Executive Officer.
• 1. With the support of the Control and Risk Committee, determines the attribution of supervisory functions and the composition criteria of the supervisory body pursuant to Legislative Decree 231/2001 and, on the proposal of the Chief Executive Officer, in agreement with the Chairman of the Board of Directors: (i) having heard the Nomination Committee and, for external members, also the opinion of the Board of Statutory Auditors, it appoints and removes the members of the Supervisory Body referred to in Legislative Decree No. 231 of 2001, determining its composition and (ii) establishing the remuneration of its members. Upon proposal of the 231 Supervisory Body, approves the related annual "budget".
• 1. Evaluates, with the support of the Control and Risk Committee, the adoption of measures to guarantee the effectiveness and impartiality of judgment of the Integrated Risk Management and Integrated Compliance functions and of any other functions involved in controls, verifying that they are equipped with adequate skills and resources.
• 1. Promotes, in the most appropriate way, dialogue with shareholders and other relevant stakeholders for the company. Upon the proposal of the Chairman of the Board of Directors, in agreement with the Chief Executive Officer, adopts and describes, in the corporate governance report, a policy for managing dialogue with the generality of shareholders. The Chairman of the Board of Directors ensures, within the terms established by said policy, that the Board receives, by the first useful meeting and in any case within the terms established by the policy, information on the development and significant contents of the dialogue taking place with all the shareholders.
• 1. Defines, with the assistance of the Remuneration Committee, the policy for the remuneration of directors, managers with strategic responsibilities and, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, of members of the control body; it approves, on the proposal of the same Committee, the Report on the remuneration policy and compensation paid to be presented to the Shareholders' Meeting called to approve the financial statements. Furthermore, in implementing the Remuneration Policy, approved in the Shareholders' Meeting, following a proposal from the Remuneration Committee: (i) defines, having heard the opinion of the Board of Statutory Auditors, the remuneration of Directors with delegated powers and those with particular offices; (ii) establishes the objectives, and verifies their final achievement, connected to the variable remuneration of Directors with delegated powers and the incentive plans; (iii) implements the remuneration plans based on shares or financial instruments approved by the Shareholders' Meeting; (iv) ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the policy, in light of the results achieved and other relevant circumstances for its implementation. Upon termination of office and/or of the relationship with the Chief Executive Officer or a General Manager, based on the outcome of the internal processes leading to the attribution or recognition of any indemnity and/or other benefits, approves the press release to be disseminated to the market with the information required by the Corporate Governance Code and/ or by any applicable regulations.
• 1. Decides acting upon a proposal of the Chief Executive Officer on the exercise of voting rights and, in consultation with the Nomination Committee, on the appointment of members of corporate bodies of the subsidiaries having strategic relevance and Saipem SpA. In the case of listed companies, the Board must guarantee compliance with the provisions of the Corporate Governance Code that fall under the competence of the Shareholders' Meeting.
• 1. Formulates proposals to submit to the Shareholders' Meeting and, through the Chairman of the Board of Directors and the Chief Executive Officer, reports to the Shareholders' Meeting on the activities carried out and planned, working to ensure that shareholders receive adequate information about the elements they need to take the decisions pertaining to them, with knowledge of the facts.
• 1. Examines and decides on other issues that Directors with delegated powers believe should be presented to the Board due to their particular importance or sensitivity.

In accordance with Art. 23.2 of the By-laws, the Board also decides upon: mergers and proportional spin-offs of companies in which the Company's shareholding is at least 90%; the establishment and closing of secondary offices; and the amendment of the By-laws to comply with regulatory provisions.

For the purpose of the resolution above and the Corporate Governance Code which Eni has adopted, the "subsidiaries having strategic relevance" are the following companies: Eni International BV, Eni Plenitude SpA Società Benefit and Versalis SpA112.

⁽¹¹²⁾ Among the strategic subsidiaries was also identified Saipem SpA. Since January 22, 2016, however, Eni no longer exercises sole control over Saipem, pursuant to Art. 93 of the Consolidated Law on Financial Intermediation. However, the Board of Directors confirmed its competence to resolve on the exercise of voting rights and on the appointments of the members of the corporate bodies of Saipem SpA. For more information, please refer to the section "Material agreements that would become effective, be modified or extinguished in the event of a change of control of Eni" of this Report.

For the purposes of the same resolutions, "fundamental guidelines for the organizational structure of the Company, and its subsidiaries having strategic relevance and of the group" means: (i) material establishment/modification of organizational structures directly reporting to the Chief Executive Officer or the Chairman (among which the positions of General Manager, the organizational unit in charge of the internal control and risk management system, as well as corporate governance), including the first definition or substantial modification of the powers of the Board of Directors, the Chief Executive Officer and the Chairmen of companies having strategic relevance; (ii) material establishment/modification of organizational structures for subsidiaries for matters related to the internal control and risk management system, as well as corporate governance. "Fundamental features of the administrative and accounting structure of the Company, of companies having strategic relevance and of the group" means the material establishment/ modification of: (i) regulatory or organizational models pertaining to the internal control system on financial reporting; (ii) the administrative and accounting structures, as illustrated in the periodic reports of the Officer in charge of preparing financial reports.

The Chief Executive Officer is in charge of establishing and maintaining the internal control and risk management system.

The Board authorizes the Chief Executive Officer to modify investment transactions previously approved by the Board, in ways that do not involve a substantial reconfiguration of the underlying industrial project. The Board receives annual information on these modifications in the event of: (i) an increase in the whole life cost of more than 30% compared to the authorized amount and/or (ii) a reduction in profitability below the hurdle rate or of the adjusted WACC, for projects authorized on the basis of these parameters.

Pursuant to Art. 27 of the By-laws, the Chairman of the Board presides over the Shareholders' Meeting, convenes and chairs meetings of the Board of Directors and verifies that resolutions passed by the Board are implemented.

Also regarding the Recommendations in the Code, as of the date this Report was approved, in compliance with the general provisions referred to in the resolution on reserved powers, among others, the Board:

• for the purpose of assessing management performance, when reviewing the periodic financial statements and, most recently, on February 26, 2025, approved the results for the fourth quarter of 2024;
• at its meeting of February 26, 2025, it approved the 2025-2028 Strategic Plan, as well as the specific ICRMS Annual Guidelines113; at the same meeting, the Board assessed the implementation of the specific ICRMS Annual Guidelines approved on March 13, 2024, on the basis of the CEO's report;
• at its meeting of March 18, 2025 it compared the results achieved with the budget forecast (first year of the 2025-2028 Strategic Plan);
• at its meeting on March 18, 2025, it assessed the organisational, administrative and accounting structure of the Company, its subsidiaries having strategic relevance and the group as adequate as at December 31, 2024; at the same meeting — having reviewed all the Reports on file at the meeting (i.e. the Reports of the Financial Reporting Officer, the 2024 HSE Report with 2025 Plan, the Integrated Compliance Report, the Reports of the Control and Risk Committee, the Risk Reports and the Report on Compliance with Financial Risk Limits, as well as the Report on the Organisational Structure) — having heard the opinion of the Control and Risk Committee, it gave a positive assessment: (i) the adequacy and effectiveness of the ICRMS and its organisational structure with respect to the characteristics of the business and the risk profile assumed; (ii) the adequacy of the powers and means available to the Financial Reporting Officer and the effective compliance with the administrative and accounting procedures prepared by the same114.

Evaluations and decisions of the Board

The Board of Directors, having also taken into account the remarks of the Control and Risk Committee, assessed adequate the qualifications and resources of the Integrated Risk Management and Integrated Compliance functions, as well as the resources assigned to the Head of the Internal Audit function, on the basis of the documentation submitted, in compliance with the provisions of Recommendation 33, letters (b) and (d), of the Corporate Governance Code.

During the year the Board also resolved on transactions of significant strategic or financial importance for the Company, as identified in the resolution on reserved powers.

The primary internal rules approved by the Board of Directors, particularly those on compliance and governance, are described in the "Internal Control and Risk Management System" section of this Report.

3.4.8 Meetings and running of meetings

At the meeting held on May 11, 2023 following its appointment, the Board of Directors approved its own rules of operation and organisation, which regulate, among other things, how board meetings are called and conducted.

In particular, the meeting notice, signed and prepared by the Chairman of the Board of Directors having examined the proposals of the Chief Executive Officer, contains the location of the meeting, the locations where it is possible to participate in the meeting by video conference or any other forms of connection, the date and time of the meeting, the items on the agenda, specifying which items will be subject to a resolution and which are simply meant to provide information.

The meeting notice is sent by the Board Secretary, normally at least five days prior to the date of the meeting or, when necessary and urgent, at least 12 hours in advance of the time set for the meeting, to the Directors, the Standing Statutory Auditors and to the Magistrate of the Court of Auditors (Corte dei conti) appointed to monitor the financial management of Eni and his or her substitute.

Normally, at the same time the notice calling the meeting is sent and, in any case, no more than three days prior to the date of the meeting, the Board Secretary makes available any documentation relating to the items on the agenda to the Directors, Standing Statutory Auditors and the Magistrate of the Court of Auditors on a digital Platform reserved for the Board of Directors. Access to the Platform is restricted by the use of personal credentials, assigned to each Director, Statutory Auditor and the Magistrate of the Court of Auditors (with a view to preserving the confidentiality and security of information). The documentation may be sent, upon request by the individual members of the Board and if there are justified reasons, to their e-mail addresses.

In accordance with the provisions of the Corporate Governance Code, a summary sheet of the items on the agenda is prepared for each meeting. When, in relation to individual topics, the documentation made available is particularly complex and voluminous, it shall be accompanied by a document summarizing the most significant and relevant points for the purposes of the decisions on the agenda.

If, in specific cases, it is not possible to provide the necessary information within three days before the date of the meeting, the Chairman of the Board of Directors ensures that adequate and detailed analyses are carried out during the Board sessions.

During the year, the deadline of three days before the date of the meeting, provided for by the Rules, for sending the documentation relating to items on the agenda subject to Board approval was substantially respected, except for the exceptions related to the need to submit accounting or planning documents updated on the date closest to that of the Board's meeting and approval, or supporting documentation relating to transactions whose negotiation continued until the date of the Board or to urgent topics that emerged subsequently. In such cases, the Chairman of the Board of Directors made sure that the necessary details were provided during the Board sessions, asking the company

Board Rules

structures to specifically focus, during the presentation to the Board, on the documentation received after the aforementioned three-day deadline, in order to allow Directors to deliberate in an informed and conscious manner.

The Chairman of the Board of Directors ensures the effective functioning of the Board and, in his role as liaison between executive and non-executive directors, ensures, with the assistance of the Secretary, the timeliness and adequacy of the pre-Board information submitted or sent to the Board, as well as the complementary information provided during the meetings, and that the same is suitable to enable the Directors to perform their duties in an informed manner. For this purpose, the Chairman can ask the Chief Executive Officer for appropriate changes or additions.

The By-laws allow Board meetings to be held via video conference and teleconference, and these procedures are specifically governed in the Rules.

The Chairman of the Board of Directors, with the help of the Board Secretary, ensured, in agreement with the Chief Executive Officer, that the managers of the Company and of Group companies responsible for the relevant corporate functions connected with discussion items attended the Board meetings, also at the request of individual directors, to provide appropriate information on the items on the agenda115.

In accordance with the provisions of Art. 2391 of the Italian Civil Code, the Rules of the Board of Directors and the internal regulations governing "Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties"116, before each item on the Board meeting's agenda is discussed, each Director is required to disclose whether he holds any personal interest or interest on behalf of third-parties in relation to the matters or issues to be discussed, clarifying their nature, terms, origin and extent. During Board resolutions, Directors holding an interest in issues to be deliberated upon do not normally take part in the discussion and resolution, leaving the meeting room.

During 2024, the Board of Directors met 15 times with an average length of approximately 2 hours and 34 minutes and an average attendance of 98.5% of the Directors. During the year, the meetings were, as a rule, always held at the registered office or at other offices of the company, with the ability of connecting via audio and video conference using office equipment.

The table attached to this Report shows the number of Board of Directors and Committee meetings attended by each director.

As at March 18, 2025, there have been 4 meetings in 2025, including the meeting held in the same date. A further 9 meetings are scheduled before the end of the year.

Pursuant to the Stock Exchange Rules, a public announcement is made within 30 days of the close of the previous financial year of the annual calendar of events (the "financial calendar"), specifying, among other things, the dates of the Board of Directors meetings called to review the draft annual financial statements and interim financial reports required by applicable regulations, any preliminary financial statements and any other additional periodic financial disclosures117, as well as the date of the Shareholders' Meeting to approve the financial statements for the year. The announcement also includes the dates of Board meetings called to determine the dividend distribution, accompanied by the associated distribution and ex-dividend dates. The financial calendar is available on Eni's website, in the "Investors" section".

Information to Board Members: the role of the Chairman of the Board of Directors

⁽¹¹⁵⁾ In line with Recommendation 12, letter (c) of the Corporate Governance Code.

⁽¹¹⁶⁾ For more information, please refer to the relevant section of this Report.

⁽¹¹⁷⁾ For more details, refer to the note on this matter in the section above on Board "Powers and Responsibilities".

The Lead independent director

3.4.9 Lead independent director

On May 11, 2023, the Board of Directors confirmed Raphael Louis L. Vermeir as Lead independent director, pursuant to Recommendation 13, letter (c) of the Corporate Governance Code118. The Lead independent director collects and coordinates the requests and contributions of nonexecutive Directors and, in particular, of independent ones, and coordinates the meetings of the independent Directors.

During 2024, independent Directors, coordinated by the Lead independent director, met on November 13, 2024, and, taking into account the frequency of the Board meetings, they had further informal opportunities to meet and exchange views, thoughts and ideas, in compliance with the Recommendations of the Corporate Governance Code.

3.4.10 Board Secretary

With the approval of its Rules, in line with the Recommendations of the Corporate Governance Code, the Board specified the requirements for and duties of the Secretary.

Specifically, under the Rules, the Secretary must meet the necessary requirements of professionalism, experience, independence of judgement, and must not have any conflicts of interest.

The Secretary reports directly and functionally to the Board and, on its behalf, to the Chairman of the Board of Directors.

The activities of the Secretary are regulated in detail by the Board Secretary and Board Counsel Charter, annexed to the aforementioned Rules, lastly updated on May 11, 2023, during the first meeting of the new Board of Directors. The Charter and duties

According to the Charter, the Secretary assists the Chairman of the Board of Directors in his tasks and, in particular, in the preparation for Board meetings and Shareholders' Meetings, in the drafting of resolutions, in ensuring the timeliness and adequacy of the reporting flows directed to the Board, in communication with Directors, in ensuring, according to the shared direction of the Chairman of the Board of Directors and the CEO, participation in the Board meetings of the heads of the competent corporate functions, the organisation of the Board Induction, the organisation, adequacy and transparency of the Board Review process, coordinates the secretaries of the Board Committees and handles the minutes of the Board meetings. He also assists the Chief Executive Officer in his dealings with the Board.

As regards minutes of the meetings, the Rules of the Board of Directors provides that, except in cases where the law provides for the minutes to be drawn up by a notary, the minutes of the meetings are prepared by the Secretary of the Board, who may be assisted, for this purpose, by persons appointed by the same.

The minutes shall include all the main interventions, summarized by the Secretary of the Board and, in particular, the parts of the proceedings providing essential additional information to the documentation made available, questions and answers necessary to clarify such documentation, relevant comments on merit or to be included in the minutes upon express request of the commenter and the declaration of vote of the Directors.

The minutes include, as a transcription or as an annex, all the documentation made available to the Board.

The Secretary provides, with independence and impartiality of judgement, assistance and advice to the Board on every aspect relevant to the proper functioning of the corporate governance system on the functioning, powers and attributions of the Board and Committees.

(118) Director Vermeir was first appointed Lead Independent Director on April 29, 2021.

He also lends assistance and independent legal advice (regarding management) to the Board and the Directors on their powers, rights, duties and obligations, to ensure the proper exercise of their powers and protect them from any liability.

The Secretary may perform other functions within the Company, provided they do not impair his independence of judgement towards the Board or the regular performance of his duties.

The Chairman of the Board of Directors ensures that the Secretary has adequate authority, tools, organisational structure and staff to exercise his functions, monitors the independence of the Secretary and determines his salary, in line with the Company's policies for senior management.

The Board, following the proposal of the Chairman of the Board of Directors, establishes the annual budget allocated to the Secretary, separate from that relating to any other duties, over which the Secretary has autonomous spending power.

The Secretary reports annually to the Board on the use of the budget.

In order to regulate, in detail, the functions of the Secretary of the Board of Directors, described, in general terms, in the Board Rules and in the annexed Secretary Charter, Eni adopted a special regulatory tool, approved by the Chairman of the Board of Directors having heard the Chief Executive Officer.

3.4.11 Board Review and guidelines to shareholders on the composition of the Board of Directors

Board Review for 2024

In line with international best practices and the provisions of the Corporate Governance Code, the Board of Directors has, for the 19th consecutive year, conducted a periodic assessment of its composition and operating methods, through a review process, also extended to its Committees.

In compliance with the Recommendations of the Corporate Governance Code, the Chairman of the Board of Directors has the task of ensuring the adequacy and transparency of the review process, making use of support from the Nomination Committee and the Board Secretary.

In line with the Code application modalities adopted by Eni, the self-assessment process is carried out with the assistance of an external consultant in order to ensure the objectivity, completeness and effectiveness of the process.

The 2024 self-assessment was carried out with the assistance of Egon Zehnder International SpA, appointed by the Board of October 26, 2023, at the proposal of the Nomination Committee, with a three-year mandate to cover the entire duration of the Board's term of office119.

The 2024 self-assessment process started in November. Questionnaires and in-depth interviews were held with each Director on the functioning, composition and operation of the Board and its Committees, in continuity with the previous year.

Furthermore, as this was the second year of the mandate, a review was conducted on the outcomes of the previous year's self-assessment and related areas for improvement, as well as on the main activities carried out during the year. The dynamics and overall effectiveness of the Board were also examined in relation to the average quality of contributions and key competences expressed individually by each Director.

Powers and resources

Finally, the consultant was asked to take into account the Corporate Governance Committee's recommendations for 2025 as expressed, in particular, in the Committee Chair's letter of December 2024120.

The Board Review for 2024 was concluded at the meeting on January 28, 2025, with the presentation of the results of the process by the consultant Egon Zehnder. These results highlighted a broad appreciation of the functioning and the different governance profiles considered. Overall, the following Board strengths stand out:

• a. qualitative-quantitative profile of the body, appropriate to and in line with the mix of professionalism, knowledge, experience and skills reported in the 2023 advice to shareholders; this profile was further strengthened by the ongoing training programme carried out;
• b. climate of trust, a sense of belonging among all Directors, mutual esteem and the high individual motivation as a member of the body;
• c. satisfaction with the work of the Board of Directors as a whole as well as with each of the individual contributions and generally constructive attitude;
• d. operational activity of the Board of Directors and process fluidity;
• e. optimal information flows, in terms of completeness, effectiveness, timing and content summary;
• f. comprehensiveness and effectiveness of presentations to the Board by Management;
• g. key role of strategy on the Board's agenda, particularly with regard to the definition and monitoring of the new 2024-2027 Plan in terms of content and operational methods described;
• h. role of the Chairman of the Board of Directors in terms of leadership and balance, as well as effectiveness in guaranteeing functional planning and performance of the Board's activity;
• i. role of the CEO, unanimously appreciated in terms of leadership style, authority and comprehensive business expertise;
• j. balance, synergy and complementary relationship between the Chief Executive Officer and the Chairman of the Board of Directors, respecting their respective roles and areas of responsibility;
• k. structure, qualitative and quantitative composition, functioning and organisation of the Board Committees and their contribution to the Board itself;
• l. quality of senior management and relations with the Board of Directors, within the framework of board and committee work;
• m. contribution and efficiency of the Board Secretariat in supporting the Board of Directors and organising its work, with full recognition for the quality of the minutes of the meetings;
• n. exhaustive and structured continuous training programme on the main topics of interest and relevance to the Board of Directors, including meetings at the Group's offices and operating sites, aimed at further deepening the knowledge of the business and key issues for the Company.

With particular reference to the training activities for the benefit of the Board, also considering the positive results of the self-assessment, the Board recommended the continuation, also for the third year of the mandate, of investment in individual and group training, to promote ever greater understanding by all parties of the complexity of the energy sector, particularly regarding energy transition and the more technical aspects of the business.

Egon Zehnder's consultants, in their capacity as facilitators of the review of the Board of Directors of Eni for 2024 and on the basis of the positive perceptions and opportunities for discussion achieved with each member of the Board during the Board Review process, share the analysis of the Directors. This sharing is further confirmed by their having detected a timely and excellent level of overall compliance of Eni's Board governance with the provisions of the Corporate Governance Code and with the relevant best practices at local and international level.

(120) For more information, please refer to "Observations on the letter of December 2024 of the Chairman of the Italian Corporate Governance Committee" in the "Compliance with the Corporate Governance Code" section of this Report.

Guidelines to shareholders on the composition of the Board of Directors

As recommended by the Corporate Governance Code, in view of the renewal of the corporate bodies, Eni's outgoing Board of Directors, with the help of the Nomination Committee and taking into account the results of the Board Review, had prepared its guidelines to shareholders on the composition of the future Board of Directors it considers to be optimal, in view of the renewal Shareholders' Meeting, which was held on May 10, 2023. The guidelines, approved by the Board on February 22, 2023, were published on the Company's website on March 6, 2023 to ensure publication within an appropriate period before the notice to call the Shareholders' Meeting, for the benefit of the shareholders, and was also reported in the Corporate Governance and Shareholding Structure Report 2022, which should be referenced.

3.4.12 Board Induction

During 2024, the Board of Directors continued the training cycle scheduled at the beginning of its term of office121 by holding twelve induction sessions, most of which were conducted with the active involvement of the Board Committees. The Committees themselves held additional induction sessions, as part of their scheduled meetings, on specific technical/specialist topics of their respective interest. In particular, during the meetings of the Board Committees, a series of induction sessions were held for all the Directors and Statutory Auditors to take part in. The topics covered were of general interest, concerning the business model and strategies, the sustainability approach and model in areas such as people's health, human rights, transparency and combating corruption (including participation in a session of the "Eni Anti-Corruption Compliance Programme"). Also included were the main innovations in the Company's regulatory system, with a focus on the new features introduced in the framework of the internal control and risk management system, which is an integral part of the Company's strategy.

As regards the topics of innovation, digitalisation and new technologies, which constitute an important strategic lever for business transformation, the Board also had the opportunity to discuss the project ideas in the field of fusion energy, developments in the project for the completion and start-up of the new High Performance Computing (HPC) HPC6122 supercomputing system, as well as the topic of artificial intelligence.

The programme was then augmented by two off-site Board sessions, the first concerning a visit to an operational site abroad (Abu Dhabi), and the second regarding a visit to the company's Green Data Centre. In the latter case, the results of the HPC6 supercomputing system project were presented.

Finally, initiatives (dedicated workshops and periodic reports) continued, with the aim of enhancing Directors' and Statutory Auditors' knowledge and awareness on cybersecurity, with study of the main cyber risks and threats and the protection measures adopted.

To regulate, in detail, the activities of the Board Induction process, Eni has adopted an internal procedure, approved by the Chairman of the Board of Directors in agreement with the Chief Executive Officer, regarding the functions of the Secretary of the Board of Directors, with particular reference to the organization of the program and the involvement of Company's functions, as well as the definition of supporting tools.

3.5 REPORT ON REMUNERATION POLICY AND REMUNERATION PAID

For information on the 2025 Remuneration Policy and the remuneration paid 2024 to the Directors, the Statutory Auditors, the General Managers of the Divisions and other key personnel, please refer to the Report on Remuneration Policy and remuneration paid published on the Company's website.

The Board guidelines and the opinion of the Nomination Committee

Board induction and ongoing training

⁽¹²¹⁾ For more information, please see the detailed information provided in the on 2023 Corporate Governance and Shareholding Structure Report. (122) For more details on the HPC6 computing system, please refer to the press releases of January 23 and November 19, 2024.

3.6 BOARD COMMITTEES¹²³

At its meeting of May 11, 2023, to be consistent with the previous mandate, the Board formed four internal Committees to provide advice and offer proposals: a) the Control and Risk Committee; b) the Remuneration Committee; c) the Nomination Committee and d) the Sustainability and Scenarios Committee. In doing so, the Board formed all the committees recommended by the Corporate Governance Codes, as well as the Sustainability and Scenarios Committee.

The composition, duties and operational procedures of Board Committees are governed by their own Rules, which are approved by the Board, in compliance with the criteria outlined in the Corporate Governance Code124.

The Committees' Rules are available on Eni's website in the "Governance" section.

Composition of the Committees

The Committees required by the Code (Control and Risk Committee, Remuneration Committee and Nomination Committee) are composed of no fewer than three members and, in any case, fewer than the number representing a majority of the Board, as indicated by the Board upon adopting the Corporate Governance Codes, in line with past choices, so as to avoid altering the Board's decisionmaking process.

• More specifically, the Rules of:
• the Control and Risk Committee indicate that it is made up of three or four non-executive Directors, all independent. The Committee may be made up of non-executive Directors, a majority of whom are independent. In the latter case, the Chair of the Committee shall be chosen from among the independent Directors;
• the Remuneration Committee indicate that it is made up of three or four non-executive Directors, all independent. As an alternative, the Committee may be composed of non-executive Directors, of whom a majority shall be independent. In the latter case, the Chair of the Committee shall be chosen among the independent Directors125;
• the Nomination Committee indicate that it is made up of three or four Directors, a majority of whom are independent;
• the Sustainability and Scenarios Committee is made up of three or four non-executive Directors, the majority of which are independent.

The Control and Risk Committee, the Remuneration Committee and the Nomination Committee are currently made up of independent Directors only126; the Sustainability and Scenarios Committee is currently made up of non-executive Directors the majority of whom are independent. The Chairmen of all Committees are independent.

⁽¹²³⁾ Information provided pursuant to Art. 123-bis, paragraph 2, letter (d) of the Consolidated Law on Financial Intermediation. (124) On May 11, 2023, at its first meeting following its appointment, the Board of Directors set up the Committees and appointed their members for the new term of office, approving their Rules.

⁽¹²⁵⁾ In cases where the Remuneration Committee is called upon to perform the tasks required by internal regulatory instruments on transactions with related parties, the provisions set out therein will apply to its composition.

⁽¹²⁶⁾ The Control and Risk Committee, the Remuneration Committee and the Nomination Committee are chaired by Directors selected from minority list.

The current composition of the Committees as approved by the Board on May 11, 2023 is as follows:

• Control and Risk Committee: Raphael Louis L. Vermeir (Chair), Carolyn Adele Dittmeier, Federica Seganti and Cristina Sgubin. Directors Vermeir, Dittmeier and Seganti were identified by the Board as having "adequate knowledge and experience in accounting and finance or risk management", as required by the Code;
• Remuneration Committee: Massimo Belcredi (Chair), Cristina Sgubin and Raphael Vermeir. Directors Belcredi and Vermeir were identified by the Board as having "adequate knowledge and experience in financial matters or remuneration policies", required by the Code;
• Nomination Committee: Carolyn Adele Dittmeier (Chair), Elisa Baroncini and Massimo Belcredi;
• Sustainability and Scenarios Committee: Federica Seganti (Chair), Elisa Baroncini, Roberto Ciciani.

With regard to participation in Committee meetings:

• the Chair of the Board of Statutory Auditors, or a Statutory Auditor designated by her, participates in the meeting of the Control and Risk Committee;
• the members of the Board of Statutory Auditors or the Magistrate of the Court of Auditors may attend the meetings of the Control and Risk Committee, the Remuneration Committee, the Nomination Committee and the Sustainability and Scenarios Committee. The Chairman of the Board of Directors and or the Chief Executive Officer, at the invitation of the Chair of the Committee, may attend specific meetings. Other Directors may also attend after having heard the Chairman of the Board (provided that no Director and, more specifically, no Director with delegated powers may take part in meetings of the Remuneration Committee during which Board proposals regarding his remuneration are being discussed, unless the proposals regard all members of the Board Committees). Moreover, upon invitation of the Chair of the Committee, and having informed the Chief Executive Officer, as a rule by sending them the notice of meeting, other members of the Company structure may be invited to attend the meeting on specific items of the agenda, to provide an opinion on matters in which they have expertise.

The Rules of the Committees provide that the Secretary shall make any documentation relating to the items on the agenda available to Committee members, in the section of Eni Intranet website reserved to the Committee, together with the notice calling the meeting (i.e., normally at least three working days prior to the date of the meeting, except in exceptional cases of necessity and urgency), except for requirements related to the prior examination by the Management Committee or in exceptional cases of necessity and urgency. In case of problems accessing the above reserved section, the documentation may be sent, upon request by the individual members of the Committee, via e-mail, taking into account any confidentiality requirements related to information being transmitted. In addition to the legal requirements relating to inside information, the Committee members are bound to confidentiality of the data and information received in the exercise of their duties.

The Committee secretaries shall usually keep the minutes of their respective meetings. For specific and justified reasons, the Chair of a Committee may ask that the minutes be kept by a member of the Committee, the Board Secretary or one of his subordinates.

The Committees have the right to access any information and Company functions necessary to perform their duties, and can avail itself of external consultants. The engagement of external consultants will take place, in agreement with the Board, in the event that the Committee assesses it is not appropriate to exclusively rely on the support of the corporate functions due to the nature of the matter, or it is appropriate to have independent external support on the solutions that the Company intends to adopt. The formalization of the assignment will be handled by the competent corporate functions in relation to the subject matter of the consultancy in compliance with the Company selection and engagement procedures.

On an annual basis, each Committee drafts an expenditure budget that it submits to the Board of Directors on the occasion of the report on December 31. The Company shall provide the Committee

Participation in Committees meetings

with the financial resources necessary to perform its duties, within the budget approved by the Board. If additional resources beyond those budgeted are required to perform the duties, the Committee shall notify this to the Board of Directors, for its evaluations and decisions.

The role of the Board Secretary

The Board Secretary coordinates the meetings of the Committees with those of the Board and, in order to do this, is notified in advance of the calendar of meetings and any changes, the agendas for their meetings, and receives the notice calling the meetings and the signed minutes.

In addition, even before the recommendation of the 2018 Corporate Governance Code (Criterion 4.C.1 letter d), as well as per Recommendation 17 of the Code, at each Board meeting the Chairmen of the Board Committees report to the Board on the most important issues examined by the Committees in their most recent meetings. On at least a semi-annual basis, the Eni Board of Directors receives a report from the Committees on the activities they have performed.

A detailed description of each Committee and its activities in 2024 is provided below. More information can be found in the table attached to this Report.

3.6.1 Control and Risk Committee

The composition, appointment and mode of operation, tasks, powers and means of the Committee are governed by special Rules, which were last approved at the Board meeting on May 11, 2023.

For more detailed information on the Committee's duties, please refer to the section "Internal Control and Risk Management System" of this Report.

The Committee met 14 times in 2024127, with an average attendance percentage of its members of 98%. The average duration of the meetings held in 2024 was 3 hours and 53 minutes. In 2025, as at March 18, 2025, the Committee held 5 meetings. A further 10 meetings are scheduled before the end of 2025.

During the year, documentation relating to the items on the agenda was made available to the members of the Committee in almost all cases within the terms and in the manner provided for by the Committee Rules. In some limited cases it was not possible to comply with these time limits, for reasons mainly related to the need to ensure that the documentation submitted to the review of the Control and Risk Committee was as updated as possible (also taking into account the large advance with which the Committee meets with respect to the Board). The Chairs of the Committee always ensured that adequate information was provided during the meeting, ensuring, in particular, that detailed explanations of the topics were provided by the representatives of the competent company functions and stimulating discussion on the same topics, so that the members of the Committee could act in an informed and conscious manner.

With regard to training activities, the Committee conducted induction sessions on a number of topics, including: (i) the new ECG Policy on the Internal Control and Risk Management System; (ii) cybersecurity updates.

The following provides a summary of the main issues undertaken in 2024.

• 1) In assisting the Board, to supervise the activities of the Internal Audit function, so that they are carried out ensuring the maintenance of the necessary conditions of independence and with due objectivity, responsibility and professional diligence in compliance with the provisions of the Code of Ethics of Eni SpA and international standards, as well as within the terms set out in the Internal Audit Charter, the Control and Risk Committee:
  • examined the results of the planned internal and spot audits, the monitoring operations on the status of corrective actions planned by the operational units to deal with areas of improvement identified, as well as the progress of audit and other activities carried out by Internal Audit (such as whistleblowing management, independent monitoring carried out in accordance with the

(127) Some meetings were held jointly with the Board of Statutory Auditors, the 231 Supervisory Body and the Sustainability and Scenarios Committee. At least one member of the Board of Statutory Auditors took part in all the meetings of the Committee.

Activities carried out in 2024

provisions of internal rules on the internal control system over financial reporting and supervisory activities required by the 231 Models of Italian and foreign subsidiaries);

• continued the review of several methodological issues in the Internal Audit activity and innovative initiatives launched by the Internal Audit function, in particular, by analysing the outcomes of the new types of audits carried out, as part of the 2024 Audit Plan, with an "end-to-end" approach along the value chain and a "cross entity" approach, also including benchmarking and surveys inside and outside the Company, as well as the projects launched by the function for control system development along the entire value chain aimed at the effective management of risks and opportunities;
• reviewed the Internal Audit Report at December 31, 2023 and at June 30, 2024 on the main results of Internal Audits performed and on the assessment of the suitability of the Internal Control and Risk Management System for achieving an acceptable overall risk profile, in addition to the continued compliance with independence requirements by the Internal Audit Director;
• the Integrated Plan and the Eni Internal Audit Budget for 2025, expressing its favourable opinion to the Board.
• 2) In performing its duties established by the internal regulations on the internal control system as applied to the financial reporting model, during periodic meetings with the Financial Reporting Officer (the FRO) and the Company's administrative structures, and the audit firm in attendance, among other things, examined:
  • the reports of the FRO on: (i) on Eni's administrative and accounting structure at December 31, 2023 and June 30, 2024 (ii) on the internal control system as applied to financial reporting at December 31, 2023 and June 30, 2024. On such basis, it expressed its favourable opinion to the Board on the appropriateness of the powers and resources assigned to the FRO and on the actual compliance with administrative and accounting procedures for the purposes of the Board's supervisory function;
  • the disclosure by the audit firm on the progress of the auditing of the internal control system over financial reporting;
  • the essential connotations of Eni's statutory and consolidated financial statements as of December 31, 2023 and the contents of Eni's 2023 Consolidated Disclosure of Non-Financial Information (NFI), included in the Report on Operations, coordinating with the Sustainability and Scenarios Committee with regard to periodic non-financial reporting. It Reviewed, before the Board of Directors, the methods used to conduct the impairment tests and their outcomes and the main issues for the application of accounting standards in preparing the 2023 Annual Report. In this context, it also reviewed the issues related to the European taxonomy and the impact of regulatory changes on non-financial disclosure;
  • the main aspects of the 2023 Annual Report on Form 20-F;
  • the main contents of the Report of the Board of Statutory Auditors on the results of the audit of the 2023 Annual Report and on the contents of the Auditor's Additional Report;
  • the "Consolidated Report on Payments to Governments" for 2023 by Eni SpA, its consolidated subsidiaries and companies consolidated proportionately (EU Accounting Directive 2013);
  • the 2023 Management Letter of the independent auditors, issuing its favourable assessment for the purposes of the subsequent Board review;
  • the essential features of Eni's consolidated half-year financial report at June 30, 2024, following the review of the main issues associated with the application of accounting standards;
  • the Annual Report on the Tax Strategy 2023 and the "Country by Country report" for 2023;
  • corporate initiatives aimed at ensuring sustainability reporting compliance with the provisions of the Corporate Sustainability Reporting Directive, in two joint sessions with the Sustainability and Scenarios Committee (the second of which was also in conjunction with the Board of Statutory Auditors and was open to participation by all Directors).
• 3) In supporting the Board of Directors in conducting the assessments and making decisions concerning risk management, including with regard to potentially prejudicial situations, the Committee examined specific issues also at the request of the Board; in this context, among other things, it reviewed in the context of its periodic meetings with the Legal Affairs and Commercial

Negotiations function, the main legal issues and received updates on the developments in the major pending legal proceedings, particularly as concerns the possible accounting repercussions, for the purpose of performing its duties as they pertain to the process of preparing the Annual and Half-year Financial Reports.

• 4) In light of the application method adopted by Eni in relation to Principle XIX of the Corporate Governance Code, the Committee expressed a positive opinion of the approval by the Board of Directors of the specific 2024 annual guidelines for the ICRMS based on the Strategic Plan, approved in March 2024, as well as in relation to the implementation of the specific 2023 annual guidelines.
• 5) During several meetings with the Integrated Compliance function:
  • it examined the Annual Integrated Compliance Report and the half-year update of the Integrated Compliance (January 1-June 30, 2024) aimed at providing a summary view of activities related to the integrated compliance process at Eni. In the context of the annual report, the Committee also expressed its positive assessment in support of the BoD in relation to the professionalism and resources of the Integrated Compliance function;
  • it reviewed the Anti-Corruption annual report and half-yearly report, focusing on training and support activities for the structures of Eni and its subsidiaries on issues within its remit;
  • it met with the Eni 231 Supervisory Body to illustrate the half-year report on activities carried out (second half of 2023 and first half of 2024).
• 6) With reference to the ECG Policy "Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties"128, during the year, the Committee examined a number of minor transactions during the year and expressed a favourable opinion on the Company's interest in carrying out the transactions, as well as on the appropriateness and fairness of the related conditions.
• 7) The Committee explored certain internal control and risk management issues, also within the scope of dedicated meetings, with representatives of Eni's top management, also with a view to updating their analyses of corporate risks in light of the current geopolitical environment. In this context:
  • it met on several occasions with the Integrated Risk Management function for periodic reporting by the latter, focusing among other things on the evolution of the assessments of Eni's main risks and the related treatment actions and providing for more frequent reviews of certain specific risks (i.e. permitting, sanctions, energy supplies, cybersecurity, commercial credit exposure, etc.). The Committee also expressed its positive assessment in support of the Board of Directors in relation to the qualifications and resources of the Integrated Risk Management function;
  • it met with the Finance function to review the periodic reports on the management and control of financial risks, receiving information on their trends with respect to the defined limits;
  • with reference to the top risk, climate change, it continued the in-depth studies begun in previous years, meeting for this purpose with the various competent corporate functions in several sessions, with particular regard to reviewing the management levers of Eni's decarbonisation strategy and the associated risks;
  • it continued its meetings with company management on issues related to (i) security, in relation to the security risk management model adopted by Eni (especially abroad), and monitoring risk scenarios, and (ii) Eni cybersecurity, in particular in relation to Eni's management model for cybersecurity, emergencies and cybersecurity crises, as well as new developments in artificial intelligence and in particular generative intelligence;
  • it examined the extract from the report on Eni's organisational structure with a focus on the Eni regulatory system and the Internal Control and Risk Management System;

(128) With reference to the Committee's activity on the approval and periodic evaluation of the Policy, please refer to the chapter on the ECG Policy "Transactions involving the Interests of Directors and Statutory Auditors and Transactions with Related Parties" in this Report.

• with reference to Asset Integrity, it continued the in-depth studies begun in previous years, pursuing a holistic approach ensured by the involvement of the relevant corporate structures, as well as the contribution provided by the Internal Audit Department's interventions on the subject;
• through periodic meetings with the CT&FO, it was updated on the changes in credit exposure in some of Eni's countries of operations, in particular Nigeria, Venezuela and Egypt. It was also informed about the changes in credit exposure of the counterparty Acciaierie d'Italia;
• met with the HSEQ structures for the 2023 Eni HSE Review and studied in depth the development of innovative projects in the HSE field with a view to the evolution of safety in Eni, taking into account both the evolution of digital solutions and the weight of the "human factor" in the dynamics of incidents;
• it met with Global Natural Resources' structures for updates on the risk profiles of certain issues monitored by the Committee over time, including, in particular, flaring down projects;
• it reviewed the reports on (i) the disciplinary actions adopted following unlawful conduct by employees and (ii) measures taken in relation to suppliers, following whistleblowing files/audits.
• 8) With reference to the company Regulatory System, the Committee:
  • gave its favourable opinion to the Board of Directors on the new: (i) ECG Policy "Eni Risk and Internal Control Holistic framework"; (ii) ECG Policy "Antitrust"; (iii) ECG Policy "Economic and financial sanctions, export control and foreign direct investment"; (iv) ECG Policy "Internal control system over financial and mandatory sustainability reporting"; (v) ECG Policy "Tax Strategy and Tax Control Framework"; (vi) ECG Policy "Compliance Models regarding corporate responsibilities for Subsidiaries of Eni"; (vii) Internal Audit Charter included in the Global Procedure Internal Audit; and finally, the revision of the ECG Policy "Privacy and Data Protection";
  • was also informed about ongoing initiatives to develop Eni's Regulatory System.

3.6.2 Remuneration Committee

Established by the Board of Directors for the first time in 1996, in accordance with the By-laws and the Corporate Governance Code, the Committee performs preparatory, consultative and advisory functions on remuneration issues and, specifically, it:

• submits to the Board of Directors for its approval the "Report on Remuneration Policy and remuneration paid" and, in particular, the remuneration policy for members of corporate bodies, General Managers and managers with strategic responsibilities, without prejudice to provisions of Art. 2402 of Italian Civil Code, to be presented to the Shareholders' Meeting called to approve the financial statements, as provided for by the applicable law;
• presents proposals and expresses opinions for the remuneration of the Chairman of the Board of Directors and the Chief Executive Officer, covering the various forms of compensation and benefits awarded;
• presents proposals and expresses opinions for the remuneration of members of the Board's internal committees;
• examines the CEO's recommendations and presents proposals for:
• the general criteria for the remuneration for managers with strategic responsibilities;
• annual and long-term incentive plans, including equity-based plans;
• establishing performance targets and assessing results for performance plans in connection with the determination of the variable portion of the remuneration for Directors with delegated powers and with the implementation of incentive plans;
• periodically evaluates the adequacy, overall consistency and actual implementation of the adopted policy and assesses, in particular, the actual achievement of performance objectives, formulating proposals on the matter to the Board;
• expresses its opinion on any remunerations operations required under the procedure for relatedparty transactions adopted by the Company;
• examines and monitors the results of the engagement activities carried out in support of Eni Remuneration Policy, within the terms set forth in the engagement policy approved by the Board.

Committee duties

The Committee reports at the first available meeting of the Board of Directors on the most significant issues addressed by the Committee during the meetings. It also reports to the Board on its activities at least every six months and no later than the deadline for the approval of the Annual Report and the Interim Report, at the Board meeting designated by the Chairman of the Board of Directors.

The Committee conducts its activities as part of an annual program.

During 2024, the Remuneration Committee met a total of 9 times, with 100% participation of the members and an average meeting time of 2 hours and 7 minutes.

The documentation supporting the meetings was sent to the members of the Committee within the deadlines set by the Rules. All Committee meetings were attended by at least one member of the Board of Statutory Auditors. At the invitation of the Chair of the Committee, Company executives and advisors also took part in specific meetings to provide information and clarification considered necessary by the Committee to perform its enquiries. For 2025, as at March 18, 2025, the Committee has met 4 times and is scheduled to meet another 4 times before the end of the year.

Activities carried out in 2024

The Committee's main activities during the year 2024 concerned:

• periodic assessment of the adequacy, overall consistency and concrete application of the Remuneration Policy implemented in 2023, in favour of Directors and management personnel strategic responsibilities;
• an in-depth session on the methodology for accounting for performance results;
• the reporting of the 2023 corporate results for the implementation of the existing Short and Long-Term Incentive Plans, using a performance assessment methodology;
• the definition of 2024 Eni's performance targets relevant to the variable incentive plans;
• the finalisation of the Employee Stock Ownership Plan (SOP) for the purpose of subsequent Board approval and presentation to the Shareholders' Meeting on May 15, 2024;
• the review of the Report on the 2024 Remuneration Policy and remuneration paid 2023 prepared in line with Art. 123-ter of the Consolidated Law on Financial Intermediation and Art. 84-quater of the Consob Issuers Regulation, to be approved by the Board and presented to the Shareholders' Meeting of May 15, 2024, called to express a binding vote on the first section (remuneration policy) and a not binding vote on the second section (compensation and other information), as required by current law;
• the finalisation of proposals for the implementation of the Short-Term Incentive Plan with deferral for the CEO and General Manager;
• verification of the results of the meetings held with the main institutional investors and proxy advisors in view of the Shareholders' Meeting, to maximise the consensus of the Shareholders' Meeting on the Remuneration Policy and the Employee Stock Ownership Plan; the Committee Chair participates in the above meetings, as evidence of the importance the Committee gives to dialogue with shareholders;
• the review of the voting recommendations issued by the leading proxy advisors and the analysis of the voting projections prepared with the support of leading consulting firms.
• the analysis of the results of the 2024 Shareholders' Meetings, also with regard to the results of the major Italian and European listed companies as well as Eni's peer group;
• the definition of the proposal concerning the fulfilment ("2024 award") of the 2023-2025 Long-Term Equity based Incentive Plan for the CEO and General Manager and critical management personnel for business preparing related regulations;
• the proposed implementation (2024 grant) of the Employee Stock Ownership Plan, opening it to all employees;
• the updating of the methodological note for the calculation of performance of variable incentive plans, in accordance with simplification and rationalisation criteria;
• the examination of in-depth studies on the Remuneration Policy, with a view to possible adjustments, given the proposals to be presented at the 2025 Shareholders' Meeting;
• the definition of the annual plan for engagement with institutional investors and proxy advisors in view of the 2025 shareholders' meeting period.

3.6.3 Nomination Committee

Nomination Committee was first formed on July 28, 2011.

The Committee Rules, as most recently approved by the Board of Directors on May 11, 2023, in accordance with the Recommendations of the Corporate Governance Code, establish that the Nomination Committee:

• assists the Board of Directors in formulating any criteria for the appointment of executives and members of the Boards and bodies of the Company and of its subsidiaries, whose appointment fall under the Board's responsibilities, and of the members of the other Boards and bodies of Eni Associated companies;
• provides evaluations to the Board of Directors on the appointment of executives and members of the Boards and bodies of the Company and of its subsidiaries, proposed by the Chief Executive Officer and/or the Chairman of the Board of Directors, whose appointments fall within the Board's responsibilities and oversees the associated succession plans. Supports the Board in the preparation, updating and implementation of the succession plan of the Chief Executive Officer, which identifies, as a minimum, the procedures to be followed in the event of early termination;
• acting upon a proposal of the Chief Executive Officer, examines and evaluates criteria governing the succession plan for the Company's managers with strategic responsibilities;
• assists the Board in the finding of candidates to serve as Directors in the event that one or more positions need to be filled during the financial year (Art. 2386, first paragraph, of the Italian Civil Code), ensuring compliance with the requirements on the minimum number of independent Directors and the percentage reserved for the less represented gender, as well as on the representation of minority shareholders;
• proposes candidates to the Board for the position of director to be submitted to the Shareholders' Meeting of the Company, if no proposals are received from shareholders, in the event it is not possible to draw the required number of Directors from the slates presented by shareholders;
• with reference to the annual evaluation program on the performance of the Board of Directors and its Committees, in compliance with the Corporate Governance Code, it assists the Chairman of the Board of Directors in the activity assigned to it of ensuring the adequacy and transparency of the Board Review process; assists the Board in the preparatory work for the appointment of an external consultant for such review and in the evaluation of the outcome of the process. On the basis of the results of the Board Review helps the Board in defining the optimal composition of the Board and its Committees, as well as the skills and managerial and professional qualifications it feels should be represented on the same also in light of the industrial characteristics of the Company, taking into account the diversity criteria and the Board of Directors guidelines on the maximum number of positions a Director can hold in other companies, so that the Board itself can issue its guidelines to the shareholders prior to the appointment of the new Board;
• assists the outgoing Board in the proposition of the slate of candidates for the position of Director to be submitted to the Shareholders' Meeting if the Board decides to opt for the process envisaged in Art. 17.3, first phrase, of the By-laws, ensuring the transparency of the process leading to the slate's structure and proposition;
• proposes to the Board of Directors guidelines regarding the maximum number of positions as director or statutory auditor that a Company director may hold according to the Corporate Governance Code and performs the preliminary activities for the associated periodic checks and evaluations for submission to the Board;
• periodically verifies that the Directors satisfy the independence and integrity requirements, and ascertains the absence of circumstances that would render them incompatible or ineligible, at least on an annual basis and upon the occurrence of circumstances relevant to independence;
• provides its opinion to the Board of Directors on any activities carried out by the directors in competition with the Company;
• reports to the Board of Directors, at least once every six months the deadline for the approval of the Annual and Semi-Annual Financial Report, on the activity carried out, at the Board meeting indicated by the Chairman of the Board of Directors.

Committee duties

During 2024, the Nomination Committee met a total of 7 times, with an average attendance of 100%. The average meeting time was approximately 1 hour and 14 minutes.

At the invitation of the Chair of the Committee, the Chief Executive Officer and, after informing the CEO, the representatives of the company functions attended individual meetings, with reference to specific items on the agenda. At least one member of the Board of Statutory Auditors participated in each meeting. The documents relating to the items on the agenda were made available to the members of the Committee within the deadlines and in the manner laid down in the Committee's Rules, except in some cases where the deadlines could not be met for reasons of necessity or urgency. In such cases, however, the Chair of the Committee ensured that specific and adequate information was provided during the meeting, inviting, where necessary, representatives of the company structures to represent the issues dealt with and answer any questions, prompting discussion on the topics so that the members of the Committee could act in an informed and conscious manner.

So far, in the current year, as at March 18, 2025, the Committee has met twice and is expected to meet another 5 times by the end of the year.

Activities carried out in 2024

• In 2024, the Committee:
  • conducted on behalf of the Board the enquiry into whether Directors satisfy the independence and integrity requirements and the absence of circumstances that would make them ineligible, incompatible or at risk of forfeiture, as well as the respect of the Board's policy on the maximum number of positions that can be held by Directors;
  • reviewed the results of the 2023 Board Review and considered how the 2024 Board Review would be carried out;
  • reviewed the issue of appointments of the Company's executive managers and of members of the bodies of subsidiaries for which the Board has competence, giving the Board its evaluations on the appointments of General Managers of Eni SpA and Directors of Eni Plenitude SpA Società Benefit, Versalis SpA and Saipem SpA;
  • addressed the issue of the CEO's succession plan, supporting the Board in updating the "contingency plan" put in place for sudden events that may prevent the CEO from performing his duties;
  • reviewed the issue of the criteria governing the succession plans of managers with strategic responsibilities and determined that adequate procedures for their succession were in place;
  • examined and assessed the criteria for the appointment of Compliance Bodies referred to in the ECG Policy "Compliance Models regarding corporate responsibilities for Subsidiaries of Eni" and related Global Procedure;
  • approved the half-year reports for the Board of Directors, concerning the activities carried out during the year.

3.6.4 Sustainability and Scenarios Committee

The Board of Directors of Eni established the Sustainability and Scenarios Committee (SSC) on May 9, 2014. The Rules of the Committee were approved by the Board of Directors most recently on May 11, 2023.

The Committee assists the Board of Directors with preparatory, consultative and advisory functions on scenarios and sustainability issues, meaning the processes, initiatives and activities aimed at ensuring the Company's commitment to sustainable development along the entire value chain, with specific reference to: climate transition and technological innovation; access to energy and energy sustainability; environment and energy efficiency; local development, in particular economic diversification, health, well-being and safety of people and communities; respect for and protection of rights, especially human rights; integrity and transparency; diversity and inclusion.

As part of its functions of offering recommendations and advice and doing preparatory work for the Board of Directors, the Committee:

Committee duties

• a) examines scenarios for the preparation of the strategic plan giving its opinion to the Board of Directors;
• b) examines and evaluates climate transition issues, i.e. decarbonisation at both operational and product portfolio level, and technological innovation, green chemistry and circular economy, with a view to ensuring value creation over time for shareholders and all the other stakeholders;
• c) examines and evaluates other aspects of sustainability issues, in accordance with the principles of sustainable development, as well as sustainability strategies and objectives;
• d) monitors the Company's position in terms of sustainability with regard to financial markets, particularly with regard to the annual reporting on new sustainable finance tools, as well as the Company's inclusion in the leading sustainability indexes;
• e) examines and evaluates the sustainability report submitted annually to the Board of Directors;
• f) monitors international sustainability projects as part of global governance processes and the Company's participation in such projects, designed to strengthen the Company's international corporate leadership;
• g) examines and assesses local sustainable development initiatives, including in relation to individual projects, provided for in agreements with producer Countries, submitted by the CEO for presentation to the Board;
• h) based on the indications of the Board of Directors, examines the implementation of the local sustainable development policy in business initiatives;
• i) examines the Company's non-profit strategy and its implementation, including in relation to individual projects, through the non-profit plan submitted each year to the Board, as well as nonprofit initiatives submitted to the Board;
• j) at the request of the Board, gives its opinion on other sustainability issues;
• k) evaluates the opportunity, in agreement with the Chief Executive Officer, of organizing open Committee meetings, also involving other Directors, with institutional stakeholders, to listen to their point of view with reference to the issues falling within the remit of the Committee;
• l) at least once every six months, reports to the Board of Directors on its activities, by the date of the approval of the annual and half-year financial report, during the meeting of the Board of Directors indicated by the Chairman of the Board of Directors;
• m) coordinates with the Control and Risk Committee in assessing the suitability of periodic nonfinancial information, to correctly represent the business model, Company strategies, the impact of its activity and performance achieved.

In 2024, the Committee met 10 times, of which 7 sessions were dedicated to topics extended to all Board Members and Statutory Auditors by way of Board Induction.

Meetings lasted an average of 2 hours and 4 minutes, including Board Induction sessions. The participation rate was 97%. In 2025, as at March 18, 2025, the Committee has met 3 times. Further 6 meetings are scheduled before the end of the 2025.

The Committee's activities covered the following topics: key ESG trends and an update on Eni's 2023 performance in ESG stock market ratings and indices of relevance to financial markets; the Review of the 2024-27 and LT Reference Scenario; a further Reference Scenario Review (2024-2027); Eni 2023 Disclosure of Non-Financial Information (NFI); the Local Development Investment Plan and the Non-Profit Budget; the Eni For 2023 document; the 2023 Slavery and Human Trafficking Statement; 2028-2050 Long-Term Plan with in-depth analysis of energy transition issues; the 2025-28 Reference Scenario; Customer Engagement; the impact of China on the global economic and energy balance; Revision of the Reference Scenario (2025-2028 and LT Plan); Eni water resources; new sustainability reporting requirements (CSRD) with in-depth analysis of materiality results; Eni's strategic orientation in research and technological innovation.

In addition, the Committee held seven sessions in 2024 as part of the Board of Directors' training programme, with participation extended to all Board members. The meetings dealt with, respectively: (i) a description of the Plenitude business model with insights on some topics of interest including the end of the protected market and the development prospects for domestic gas (January); (ii) an explanation of the main sustainable finance tools for Corporates, Eni's approach to the subject with

Activities carried out in 2024

also illustration of Eni's Sustainability Linked Financing Framework (February); (iii) the shareholders' meeting resolutions on climate (February); (iv) a description of the HSE model implemented by Eni with its main features and summary on how to manage related issues (March); (v) fusion energy with a description of the main characteristics and related advantages, as well as the differences with fission (June); (vi) an illustration of the prospects for development on urban mobility with evidence of some aspects including the evolution of regulations and an in-depth look at local public transport (July); (vii) the presentation of an update on activities related to the Policy ECG "Respect for Human Rights in Eni" through a description of the development of the regulatory framework on human rights, and evidence of the transition from a soft law system to a more structured and binding hard law framework (December).

Three special induction sessions for the Committee were held during the 2024 meetings. Furthermore, at the November 12, 2024 meeting, an item on the agenda was dealt with in a joint session with the Control and Risk Committee. In particular, the topic dealt with was "Corporate Sustainability Reporting Directive (CSRD): new sustainability reporting requirements" concerning the state of the art of the transposition of the European "Corporate Sustainability Reporting Directive" (CSRD), as implemented by Legislative Decree No. 125 of September 6, 2024, into the principles, processes and documentation relating to Eni's mandatory consolidated sustainability reporting.

The discussion of this item continued with the materiality analysis, in the meeting of December 9 in joint session with the Risk Control Committee, with the participation of the Board of Statutory Auditors; this session was also extended to all Board members.

Meeting materials were always submitted within the deadlines stipulated in the Rules.

3.7 GENERAL MANAGERS

Pursuant to Art. 24.1 of the By-laws, the Board of Directors may appoint one or more General Managers, defining their powers, upon the proposal of the CEO, in agreement with the Chairman of the Board of Directors, provided they meet the integrity requirements specified by law. The Board periodically assesses the integrity of the General Managers. Failure to satisfy these requirements will result in dismissal. The General Managers are also required to comply with the Rules established by the Board of Directors regarding the maximum number of offices they may hold, in accordance with the Rules that apply to the CEO129.

At the meeting on September 12, 2024, the Board of Directors, in agreement with the Chairman of the Board of Directors and having heard the opinion of the Nomination Committee and ascertained that the integrity requirements prescribed by law were met, and in compliance with the Board of Directors' policy on the maximum number of offices held, approved the appointment of Francesco Gattei as General Manager "Chief Transition & Financial Officer" and the confirmation of Guido Brusco as General Manager, with his position renamed General Manager "Global Natural Resources"130.

At its meeting on February 26, 2025, the Board of Directors, on the basis of statements made by the interested parties, acknowledged the integrity requirements held by the General Managers, including in relation to the shareholdings held by Eni in banking, financial and insurance companies and respect for the guidelines on holding multiple offices131.

(129) With the exception of the prohibition on cross-directorships.

(130) The provisions of Italian law governing the liability of the BoD members also apply to General Managers.

(131) For more information, please see the section "Policy of the Board of Directors on the maximum number of offices held by its members in other companies" in this Report.

3.8 BOARD OF STATUTORY AUDITORS¹³²

3.8.1 Duties

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

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

In addition, pursuant to Art. 19133 of Legislative Decree No. 39/2010, the Board of Statutory Auditors, in its role as the Internal Control and Financial Auditing Committee134 (hereinafter also ICFAC) is responsible for:

• a) informing the Board of Directors of the outcome of the statutory audit and the results of the certification of sustainability reporting, sending it with the report prepared by the audit firm (the so-called additional report)135, along with its own comments;
• b) monitoring the financial reporting and sustainability reporting process and submitting recommendations or proposals to ensure its integrity;
• c) monitoring the effectiveness of the Company's internal quality control and risk management systems and its internal audit, regarding Eni's financial reporting and sustainability reporting, without breaching their independence;
• d) monitoring the statutory audit of the annual and consolidated financial statements and the activity of certifying the compliance of sustainability reporting, also taking into account any findings and conclusions arising from quality controls carried out by Consob;
• e) verifying and monitoring the independence of the audit firm and sustainability auditors, in particular with regard to the adequacy of the provision of non-audit services136;
• f) being responsible for the procedure for the selection of auditors or of the audit firm and recommend to the Shareholders' Meeting the auditors or the audit firms to be appointed137.

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

In the report, the Board of Statutory Auditors also discusses its monitoring of Eni's procedures for compliance with the principles set out by Consob concerning related parties138, as well as their respect based upon information received.

Supervision pursuant to Consolidated Law on Financial Intermediation

The Board of Statutory Auditors in its role as the "Internal Control and Financial Auditing Committee

⁽¹³²⁾ Information provided pursuant to Art. 123-bis, paragraph 2, letter (d) of the Consolidated Law on Financial Intermediation. (133) As amended by Legislative Decree No. 135/2016 which transposed Directive 2014/56/EU on statutory auditing and, most recently, by Legislative Decree No. 125/2024 implementing Directive 2022/2464/EU on corporate sustainability reporting.

⁽¹³⁴⁾ The responsibilities assigned under the decree to the Internal Control and Financial Auditing Committee are consistent and substantively in line with the duties already assigned to the Board of Statutory Auditors of Eni, with specific consideration of its role as the Audit Committee under the US Sarbanes-Oxley Act (discussed in further detail below).

⁽¹³⁵⁾ See Art. 11 of Regulation (EU) No. 537/2014 concerning statutory auditing (hereinafter also "European regulation on statutory auditing").

⁽¹³⁶⁾ See Arts. 10, 10-bis, 10-ter, 10-quater and 17 of Legislative Decree No. 39/2010 and Arts. 5 and 6 of the European regulation on statutory auditing.

⁽¹³⁷⁾ See Art. 16 of the European regulation on statutory auditing. The Board of Statutory Auditors in its capacity as the ICFAC submits a reasoned recommendation containing at least two alternatives for granting the engagement and expresses an appropriately justified preference for one of the two.

⁽¹³⁸⁾ The monitoring activity assigned to the Board of Statutory Auditors is governed by Art. 2391-bis of the Italian Civil Code, Art. 4, paragraph 6 of the Consob Related Parties Regulation, as well as internal procedure, to which a paragraph in the "Internal Control and Risk Management System" section of this Report is dedicated.

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

The activities of the Board of Statutory Auditors in its capacity as the Audit Committee pursuant to US law

To this end, the Board of Statutory Auditors supervises the work of the audit firm charged with performing the statutory audit and providing advisory services, other audits or certifications. In this area, the activities of the Board of Statutory Auditors, in its capacity as the Audit Committee, are consistent with the duties assigned under the legislation governing statutory audit cited above. In particular, the Board of Statutory Auditors:

• assesses the offers of audit firms for the award of the engagement for the statutory audit of the accounts and formulates a reasoned proposal for the Shareholders' Meeting concerning the appointment or termination of the audit firm;
• approves the procedures for the prior authorisation of permitted non-audit services and assesses requests to use the audit firm for permitted non-audit services¹³⁹;
• examines the periodic reports from the external auditor relating to: (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatments preferred by the external auditor; (c) other material written communication between the external auditor and management;
• formulates recommendations to the Board of Directors concerning the resolution of disputes between management and the audit firm concerning financial reporting.

In addition, the Board of Statutory Auditors in its capacity as the Audit Committee:

• examines reports from the Chief Executive Officer and Head of Accounting and Financial Statements/ Financial Reporting Officer of Eni SpA concerning: (i) any significant deficiency in the design or operation of internal controls which are reasonably likely to adversely affect the Company's ability to record, process, summarise and report financial information and any material weakness in internal controls; and (ii) any fraud that involves management or other employees who have a significant role in the internal controls;
• approves procedures concerning: (a) the receipt, filing and processing of reports received by the Company regarding accounting issues, the internal accounting control system or the statutory audit; (b) the confidential or anonymous submission by any person, including Company employees of reports concerning questionable accounting or audit issues (so-called whistleblowing). The Board of Statutory Auditors, in its role as Audit Committee, has therefore approved the procedure to manage reports received from Eni SpA and Subsidiaries140, first issued in 2006 and last amended on March 6, 2024, mainly following the issuance of Legislative Decree 24/2023, which transposed Directive (EU) 2019/1937 on whistleblowing. The procedure, whose structure has been assessed as compliant with best practices, is an annex to the ECG Policy "Eni Risk and Internal Control Holistic framework" and an important tool for internal anti-corruption regulations, and meets the requirements of the Sarbanes-Oxley Act of 2002, the Code of Ethics, the Organisation, Management and Control Model pursuant to Italian Legislative Decree No. 231/2001 and the ECG Policy "Anti-Corruption".

Finally, the Board of Statutory Auditors is also assigned specific duties relating to nominations and compensation, among other things.

These duties are described in the specific sections on those topics in this Report or in the Remuneration Report.

⁽¹³⁹⁾ In accordance with the European regulation on statutory auditing, non-audit services permitted under the applicable regulations may be awarded subject to ICFAC approval.

⁽¹⁴⁰⁾ For more information, see the "Procedure for whistleblowing reports received by Eni SpA and by its subsidiaries" section of this Report.

For more information on the role of the Board of Statutory Auditors and the coordination with the other bodies and functions, please refer to the section "Internal Control and Risk Management System" of this Report.

On June 15, 2005, the Board of Statutory Auditors approved internal rules governing its performance of the duties assigned to it under that US legislation. The text of the rules is available on Eni's website141.

As part of the performance of the functions assigned to it by law, the Board of Statutory Auditors monitors compliance with the provisions of Legislative Decree. No. 125 of September 6, 2024 on sustainability reporting, and refers to it in the annual report to the Shareholders' Meeting.

3.8.2 Composition and appointment

Under the provisions of the Consolidated Law on Financial Intermediation, the Board of Statutory Auditors shall consist of at least three Standing Statutory Auditors and at least two Alternate Statutory Auditors. The Company's By-laws establish that the Board of Statutory Auditors shall consist of five standing members and two alternate members, appointed by the Shareholders' Meeting. They may be reappointed at the end of their term, which in accordance to law lasts three years.

As with the Board of Directors and in accordance with applicable regulations, the By-laws establish that the Statutory Auditors shall be elected on the basis of slates in which the candidates are listed in numerical order. Two Standing Statutory Auditors and one Alternate Statutory Auditor are appointed from the candidates on the slates submitted by non-controlling shareholders.

Pursuant to Art. 28.2 of the By-laws, in accordance with the provisions of the Consolidated Law on Financial Intermediation, the Shareholders' Meeting appoints the Chairman of the Board of Statutory Auditors from among the candidates elected from the slates other than that which received a majority of votes.

Under the provisions of the By-laws, the submission, filing and publication of slates are governed by the procedures established for the Board of Directors142 and the provisions of Consob regulations.

Slates shall be divided into two sections: the first containing candidates for appointment as Standing Statutory Auditors and the second containing candidates for appointment as Alternate Statutory Auditors. At least the first candidate in each section must be entered in the register of auditors and have carried out statutory audit activities for no less than three years. The slates are accompanied by: (i) information identifying the shareholder or shareholders who submitted the slate, indicating the overall shareholding percentage, (ii) statements from shareholders other than those who hold a controlling or majority equity interest certifying that they are not related to the latter, (iii) the candidates' personal and professional curriculum vitae, (iv) statements from each candidate certifying that they meet the requirements established under applicable regulations, (v) statements from each candidate accepting the candidacy, (vi) a list of administrative and controlling positions held with other companies.

The election is carried out in accordance with the procedures already described for the Board of Directors, including with regard to the criteria for selecting the candidate chosen in the event of a tie vote between the slates and the proportional allocation of seats (respectively, Art. 144-sexies, paragraphs 9 and 10 of the Consob Issuers' Regulation).

The slate voting procedure only applies for the election of the entire Board of Statutory Auditors.

The activities of the Board of Statutory Auditors relating to sustainability reporting

The Board of Statutory Auditors is composed of 5 standing members and 2 alternates

2 standing members, including the Chair, are designated by non-controlling shareholders

Appointment procedure

⁽¹⁴¹⁾ The Rules were subsequently updated following regulatory and organizational changes and are available at https://www.eni.

com/en-IT/governance/corporate-bodies/board-statutory-auditors.html section Meetings and operational procedures. (142) See the "Appointment" section in the "Board of Directors" section of this Report.

In the event of the replacement of a Statutory Auditor elected from the slate that received a majority of votes, the alternate Statutory Auditor from the same slate shall be appointed. In the event of the replacement of a Statutory Auditor elected from another slate, the Alternate Statutory Auditor from that slate shall be appointed.

As regards the composition and appointment of the Board of Statutory Auditors, as in the case of the Board of Directors, Eni's By-laws143 were amended by a resolution of the Board of Directors on February 27, 2020 to specify, with reference to the appointment of the Board of Statutory Auditors, the portion to be reserved for the least represented gender equal to two standing auditors, pursuant to current laws on gender balance (Article 28.2).

With specific reference to the replacement of Statutory Auditors, the By-laws establish that if replacement results in non-compliance with gender-balance rules, the Shareholders' Meeting must be called as soon as possible to approve the necessary resolutions to ensure compliance.

Statutory Auditors appointed by 2023 Shareholders' Meeting On May 10, 2023, the Shareholders' Meeting appointed the following Statutory Auditors for a term of three years and in any case until the date of the Shareholders' Meeting that will be called to approve the financial statements as of December 31, 2025: Rosalba Casiraghi (Chair), Enrico Maria Bignami, Marcella Caradonna, Giulio Palazzo and Andrea Parolini, Standing Auditors; Giulia De Martino and Giovanna Villa, Alternate Auditors.

Marcella Caradonna, Giulio Palazzo, and Andrea Parolini (Standing Statutory Auditors) and Giulia De Martino (Alternate Statutory Auditor) were appointed on the basis of the slate submitted by the Ministry of the Economy and Finance144, which at the time held about 4.41% of the share capital and was voted on by the majority of the share capital represented at the Shareholders' Meeting (i.e., about 91.05%), equal to 57.84% of total share capital (around 63.53% of the share capital was present at the vote).

Rosalba Casiraghi, Enrico Maria Bignami (Standing Statutory Auditors) and Giovanna Villa (Alternate Statutory Auditor) were elected on the basis of the slate submitted by a group of Italian and foreign institutional investors145, which at the time held about 0.76% of the share capital and was voted on by the minority of the share capital represented at the Shareholders' Meeting (i.e. about 8.58%), equal to 5.45% of total share capital (around 63.53% of the share capital was present at the vote).

Rosalba Casiraghi, the first candidate for Standing Statutory Auditor listed on the slate submitted by minority shareholders, was appointed as Chair of the Board of Statutory Auditors, with the favourable vote of 32.60% of the entire share capital of the Company, equal to about 98.97% of the voting capital. Around 32.94% of the share capital took part in the vote (composed of shareholders other than the Ministry of the Economy and Finance and Cassa Depositi e Prestiti SpA).

The Shareholders' Meeting also established the annual remuneration payable to the Chair of the Board of Statutory Auditors and to each Standing Statutory Auditor, in the amount of €85,000 and €75,000, respectively, in addition to reimbursement of any necessary expenses incurred while performing their duties146.

Below are some personal and professional profiles of Eni's current Statutory Auditors.

⁽¹⁴³⁾ See Articles 28 and 34 of the Company By-laws. The provisions aimed at ensuring compliance with current legislation on gender balance shall apply to six consecutive terms of the Board of Statutory Auditors from the first appointment after January 1, 2020. For further information, please see the "Policy for diversity and gender balance on corporate bodies" section of this Report. (144) The slate submitted by the Ministry of the Economy and Finance was as follows: Marcella Caradonna, Giulio Palazzo and Andrea Parolini, candidates for Standing Auditors; Giulia De Martino and Riccardo Bonuccelli, candidates for Alternate Auditors. (145) The slate submitted by the institutional investors was as follows: Rosalba Casiraghi and Enrico Maria Bignami, candidates as

Standing Statutory Auditors; Giovanna Villa, candidate as Alternate Statutory Auditor. (146) With reference to Recommendation 30 of the Code, it being understood that it is a recommendation for the shareholder, it should be noted that the related information is disclosed in the Report on the 2025 Remuneration Policy and remuneration paid in 2024, in the section relating to the Remuneration Policy for 2025.

ROSALBA CASIRAGHI

• Year of birth: 1950
• Role: Chair of the Board of Statutory Auditors
• In office since: April 2017
• Slate elected on: minority (Italian and foreign institutional investors)

She is certified public auditor. She is currently Chair of Illimity bank SpA and Director of Luisa Spagnoli SpA, SPA.PI SpA and SPAIM Srl. She is member of the 231 Supervisory Body of Eni, Bocconi University, Luisa Spagnoli and Auditor of Fondazione Telecom.

Experience

She started her career as cost accountant in a subsidiary of a US corporation and then she became Chief Financial Officer of the company distributor in Italy of Yamaha Motors co.

After these work experiences, she has undertaken business and professional activities, also as Director and Statutory Auditor in companies operating in industrial and financial sector, listed and unlisted.

From 1986 to 2000, she was Director of Gpf & Associati, an institute for market research. From 1994 to 2001 she was member of the Italian Commission on Privatization at the Italian Ministry of Economy and Finance. From 1999 to 2003 she was Standing Statutory Auditor of Pirelli. From 2001 to 2003 she was Director of Banca Primavera (Banca Generali). From 2003 to 2006 she was Standing Statutory Auditor of Telecom Italia. From 2005 to 2006 she was Standing Statutory Auditor of Banca Intesa. From 2007 to 2013 she was Chair of Nedcommunity (the Italian association of Independent Directors).

From 2007 to 2016 she was member of 231 Supervisory Body of Banca Intesa Sanpaolo. From 2008 to 2012 she was Standing Statutory Auditor of Industrie De Nora. From 2008 to 2013 she was Chair of the Board of Statutory Auditors of Banca Cr Firenze. From 2009 to 2012 she was Director of Alto Partners Sgr. From 2009 to 2012 she was Director of Biancamano. From 2009 to 2014 she was Director of NH Hotels SA. From 2012 to 2016 she was Member of the Board of Università degli Studi di Milano. From 2012 to 2015 she was Chair of the Board of Statutory Auditors of NPL Non Performing Loans. From 2013 to 2015 she was Chair of the Board of Statutory Auditors of Telecom Media. From 2014 to 2017 she was Standing Statutory Auditors of Fabbrica Italiana Lapis F.I.L.A. From 2014 to 2017 she was Standing Statutory Auditors of Persidera (TIM group). From 2016 to 2017 she was Chair of the Board of Statutory Auditors of Banca Popolare di Vicenza (Fondo Atlante). From 2008 to 2018 she was Chair of Statutory Auditors of Nuovo Trasporto Viaggiatori (Italo). From 2011 to 2019 she was Director of FSI SGR and from 2014 to 2019 she was Director of Recordati. From 2014 to 2021 she was Standing Statutory Auditor of Whirlpool EMEA SpA and from 2016 to 2021 she was Standing Statutory Auditor of Società per azioni Esercizi Aeroportuali S.E.A. From 2020 to 2021 she was Chair of the Board of Statutory Auditors of Daphne 3 SpA. From 2020 to 2023 she was Director of Autogrill SpA.

In recent years, she has contributed to the publication of several books on control systems and on corporate governance; she also contributed to business press, in particular for many years she had been technical advisor on economic and financial issues.

She graduated in Business Administration, faculty of economics, from the Luigi Bocconi University in Milan.

ENRICO MARIA BIGNAMI

• Year of birth: 1957
• Role: Standing Statutory Auditor
• In office since: April 2017
• Slate elected on: minority (Italian and foreign institutional investors)

He is a certified chartered accountant and a certified public auditor. He is a founder and Chairman of the Executive Committee of "Bignami Associati ‐ Consulenza Aziendale Societaria Tributaria". Currently, among others, he is member of the Management Control Committee of Masi Agricola SpA. Among unlisted companies he is Chairman of the Board of Statutory Auditors of EniBioCH4in SpA - Eni Group, Eni Mediterranea Idrocarburi SpA - Eni Group, Luisa Spagnoli SpA, Aon Reinsurance Italia SpA, Carcano Antonio SpA, Sirti Telco Infrastructures SpA, Standing Statutory Auditor of Sirti SpA, Butangas SpA (and other companies of the Group)and Ps Reti SpA, Chairman of FSI SGR SpA and member of the Watch Structure of Luigi Bocconi University.

He is Leader of Topic Governance of Bocconi Alumni. In Nedcommunity a non-executives and independent administrator's association, he is founder and he is currently member of the Reflection Group which adopted – among others – "The corporate governance for the unlisted companies". He is coordinator of another Reflection Group dedicated to the topic of Supervisory bodies. He also has participated in in-depth analyses on many topics, including: the evaluation of the risk management and internal control system and its integration of strategic planning process; the agenda of the control and risk committee; the EU reform on Audit and the impacts on the Board of Statutory Auditors and the Control and Risk Committee; Sustainability, non-financial information and integrated risk management; the evolution of the ERM framework; cyber risk and role of the Control and Risk Committee.

Experience

He has a consolidated experience in advising, particularly on corporate governance, strategic analysis and support to companies in development operations; he held positions in Board of Directors and in Board of Statutory Auditors of various companies, including listed and multinational companies; he has experience in management and winding up of companies and in tax laws.

He has been, among others, Chairman of the Board of Statutory Auditors of Telecom Italia SpA, Exor SpA, Inwit SpA, RCS Sport SpA, Brandt Italia SpA; lead independent director, member of the Strategic Committee and member of the Nomination and Compensation Committee of Inwit SpA, liquidator of HDC SpA and of Dynamis Equity Partners SpA; Standing Statutory Auditor of So.Ge.Mi SpA. In Telecom Italia and Inwit he was also in charge of the Watch Structure activity pursuant to Legislative Decree 231/01; he was also member of the Watch Structure of Luxottica Group SpA.

He is speaker at induction courses for independent Directors and Statutory Auditors of listed company, organized by Assogestioni and Assonime; he is also speaker in TEB (The Effective Board) of Nedcommunity on topics such as architecture and functioning of the internal control system, control governance and on Board of Statutory Auditors.

Moreover, he is speaker in conferences and workshops on various topics, including: "built to last" companies, governance and the system of controls in listed and unlisted companies, governance and organization in the restructuring, internal audit and risks, the allocation to the Board of Statutory Auditors of the functions of the Watch Structure.

He wrote articles and interventions on governance in the "Rivista dei Dottori Commercialisti", "L'Impresa" and HBR Harvard Business Review.

He graduated with full marks in Business Economy – specialization liberal profession as business expert – at the Luigi Bocconi University in Milan.

MARCELLA CARADONNA

• Year of birth: 1959
• Role: Standing Statutory Auditor
• In office since: May 2021
• Slate elected on: majority (Ministry of the Economy and Finance)

She is a certified chartered accountant and a certified public auditor. She is contract Professor at the "Università Cattolica del Sacro Cuore" of Milan and President of the Council of Chartered Accountants and Accounting Experts of Milan. Currently, among other, she is Standing Statutory Auditor of Corneliani SpA. She is Chair of Padoan Srl and Director of Banca Valsabbina Soc. Coop. per azioni, member of the Watch Structure pursuant to Legislative Decree 231/01 of UNI "Ente di normazione italiano" and of Pirelli Digital Solution Srl and Watch Structure of Istituto Marangoni Srl and of Nuova Accademia Srl. She is Chair of the Board of Auditors of Comitato Termotecnico Italiano, member of the Board of Auditors of SIAE and of Museo Nazionale dell'Arte Digitale.

Experience

She carries out and carried out professional consultancy and business assistance in management, contractual, organizational and corporate law matters, the development of quality systems and models pursuant to Legislative Decree 231/2001, personal data protection system (GDPR 679/2016), management control systems and company restructuring plans. She also specialises in handling transactions and out-of-court procedures.

She was, among other things, member of the working group of the National Council of Chartered Accountants and Accounting Experts that prepared the drafting principles of Organizational Models pursuant to Legislative Decree 231/01.

She is Lecturer accredited by various training bodies in legal and economic areas throughout Italy; coordinator, moderator and speaker in courses, seminars and conferences.

She is and was Chair of the Board of Statutory Auditors, Standing Statutory Auditor as well as Director, Auditor and member of the Watch Structures pursuant to Legislative Decree 231/01 of numerous leading companies including in listed and state-owned companies and foundations.

She writes as freelance journalist, author of numerous books and articles on corporate law, economics, finance and Alternative Dispute Resolution tools published in leading economics and finance journals. She received the Degree of Chartered Accountant with full marks from Bocconi University in Milan and Master of Science Degree in "Combination of Business Economics, Economics and Finance".

GIULIO PALAZZO

• Year of birth: 1969
• Role: Standing Statutory Auditor
• In office since: May 2023
• Slate elected on: majority (Ministry of the Economy and Finance)

He is a certified chartered accountant and a certified public auditor, owner of the tax and corporate consulting firm of the same name based in Rome. He is Chairman of the Board of Statutory auditors of Giomi-Fingemi SpA, GIOMI SpA and Hevolus Srl. He is Chairman of College of auditors of the Giuseppe Di Vittorio Foundation. He is Statutory auditor of Cremonini SpA, Chef Express SpA, Road House Italia SpA, Road House Grill Roma Srl, Tecno-Star Due Srl, and of the company L'Espresso Media SpA He is sole statutory auditor of L'Antartide Immobiliare Srl and of Caaf Lazio and Basilicata Srl. He is Chairman of College of auditors of the Archaeological Park of Pompei, of the Royal Palace of Genoa and of Fondo Fon.ter and Fondo Fond.E.R.. He is sole auditor of L'Antartide Immobiliare Srl and sole auditor of the Compagnia Aeronautica Italiana SpA, of Hilton Italiana Srl and of the Apulia Regional General Labour Confederation (CGIL).

Experience

He was, among others, Statutory auditor and Chairman of the Watch Structure of F.lli d'Amico Armatori SpA, Chairman of the Board of Statutory auditors of BPER Credit Management SCpA and Fondo Enfea Salute, sole auditor of CMA Srl. Statutory auditor/auditor of Equitalia Centro SpA, Equitalia Sud SpA, Equitalia Gerit SpA, Equitalia Polis SpA, Equitalia ETR SpA, Equitalia Veneto SpA, Equitalia Basilicata SpA in liquidation, Agenzia del Territorio, Scuola Superiore dell'Economia e delle Finanze (SSEF), Fondo Sanarti, FonCoop, Fondoprofessioni, Policlinico di Bari, Smith Medical Italia Srl, Gardant Bridge Servicing SpA Perugia Hospital and C&P Srl.

Former Officer of the Guardia di Finanza, former parliamentary advisor, former lecturer at the Guardia di Finanza Academy, at the Guardia di Finanza Tributary Police School, at Scuola Superiore dell'Economia e delle Finanze and at Jean Monnet University of Bari.

Formerly a member of the tax and corporate law firm STS, an affiliate of Deloitte Touche Tohmatsu and the International Trade Services Group of Deloitte Touche Tohmatsu working in the Tax Department at the Rome and London offices. Formerly a member of the European Taxation Commission set up at the National Council of Chartered Accountants, member of the expert team of the National Council of Chartered Accountants on "Monitoring, Reporting and Control Systems on Structural Funds", member of the Supervisory Committee, appointed by the Bank of Italy, of credit institutions under extraordinary administration and compulsory liquidation.

In his profession, he deals mainly with accounting, corporate and tax issues, tax aspects of extraordinary transactions (mergers, demergers, contributions), due diligence and debt restructuring agreements. He is Technical consultant in legal proceedings against directors and auditors of companies, concerning tax, corporate, bankruptcy and property crimes. Expert on integrative and interprofessional health funds.

Participated in numerous conferences on tax and corporate matters as a speaker.

He received the Degree in Economics and Commerce, with full marks, from the University of Rome La Sapienza and a Master's degree in Tax Law - Tax and Administrative-Accounting Profiles of Extraordinary Finance Operations.

ANDREA PAROLINI

• Year of birth: 1967
• Role: Standing Statutory Auditor
• In office since: May 2023
• Slate elected on: majority (Ministry of the Economy and Finance)

He is a certified chartered accountant and a certified public auditor. He is member of the VAT Expert Group set up by the European Commission since 2012 and member of the VAT Club and of the EU Tax Law Group. Currently, Chairman of the Board of Statutory auditors of Centro Siderurgico Industriale Srl and of CBM SpA; Statutory auditor of MM SpA and Acciai Speciali Terni SpA, Sole auditor of Siderurgica Triestina Srl, TopJet Executive Srl and of Aliserio Srl.

Experience

He was, among others, Statutory auditor of Eni SpA from 2017 to 2020, Ali Holding Srl from 2012 to 2015, Kartell SpA from 2013 to 2016 and Chairman of the Board of Statutory auditors of Rancilio SpA from 2013 to 2015.

He was contract Professor of Tax Law at Università Cattolica - Faculty of Economics (Piacenza campus) from the 1999/2000 to the 2019/2020 academic year as full-time professor of the Business Tax Law courses.

He was Legal-Economic Adviser within the Office of Direct Cooperation of the President of the Council of Ministers from 2014 to 2016. Coordinator of the Taxation Group within the framework of work coordinated by the Deputy Secretariat of the Presidency of the Council of Ministers on the digital economy from 2015 to 2016.

He is author of numerous publications on tax matters and he has been speaker at conferences on VAT, national, international and EU taxation. He contributes to Il Sole 24 Ore on VAT issues. He received the Degree of Economics and Banking from Università Cattolica del Sacro Cuore in Milan and a Master's degree in International Tax Law from Leiden University.

Requirements pursuant to law and Corporate Governance Code

3.8.3 Professional, integrity and independence requirements: causes for ineligibility, incompatibility and forfeiture

Pursuant to the Consolidated Law on Financial Intermediation, the Statutory Auditors must meet specific independence, experience and integrity requirements, as established in the regulations issued by the Minister of Justice in agreement with the Minister of the Economy and Finance147. In addition, the Corporate Governance Code Eni has adopted also recommends that all members of the control body meet the independence requirements established by Recommendation 7 for Directors (Recommendation 9 of the Code)148. Independence is assessed by the Board of Statutory Auditors within the deadlines and using the methods established in Recommendation 6 of the Code for Directors, based on the information provided by each member of the body. The assessment is sent to the Board of Directors.

With reference to professional requirements, Art. 28 of the By-laws states that – as established in the above ministerial regulations – the requirements may also be met through professional or teaching experience (of at least three years) in the commercial law, business economics and corporate finance fields, or through the exercise of management functions (for at least three years) in the engineering and geology fields.

The Statutory Auditors currently in office are entered in the register of certified auditors.

The Statutory Auditors in office declared for the first time that they met the independence, integrity and professional requirements set forth in the applicable regulations upon their appointment by the Shareholders' Meeting of May 10, 2023.

Periodic verification of requirements

After their appointment, the Board of Statutory Auditors verified that the above requirements were met, including those related to the Corporate Governance Code criteria regarding the independence of Directors. The results of the assessments were given to the Board of Directors after the appointment of the Board of Statutory Auditors by means of a press release to the market.

Most recently on February 25, 2025, the Board of Statutory Auditors confirmed that the independence and integrity requirements continued to be met, as demanded of all its members, sending the results to the Board of Directors149.

On May 11, 2023, after the appointment, and lastly on February 25, 2025, the Board of Statutory Auditors, acting as the Internal Control and Financial Auditing Committee, also evaluated its fulfilment of the requirements imposed by the provisions of Art. 19 of Legislative Decree No. 39/2010, as amended and integrated, requiring that "the members of the internal control and financial auditing committee, as a body, are competent in the sector in which the company being audited operates" and verified compliance with the requirements for members of the Board of Statutory Auditors in their capacity as Audit Committee financial experts under US law.

the Board carries out on the requirements of its members.

⁽¹⁴⁷⁾ Regulation containing the guidelines for establishing the professional and integrity requirements for members of the Board of Statutory Auditors of listed companies, issued in accordance with Art. 148 of Legislative Decree No. 58 of February 24, 1998, set forth in Decree No. 162 of March 30, 2000.

⁽¹⁴⁸⁾ The independence requirements for Directors established in the Corporate Governance Code are described in the sections of the Report specifically on the adoption of the Code and the requirements for Directors. With reference to the application modalities and improvements adopted by Eni on the matter, the Board of Statutory Auditors feels that the limit of 30% established by the Board for additional remuneration that could compromise independence (see application modality for Recommendation 7, letter d) does not include any remuneration received by the Statutory Auditors for positions held on the control bodies of subsidiaries of Eni, taking due account of the 1997 Consob recommendation on the "group statutory auditor". In any case, the appointment of statutory auditors in group companies takes place in compliance with the provisions and limits on the maximum number of offices provided for by the internal regulations governing the composition of the control bodies of subsidiaries. Furthermore, the aforementioned limit does not include the remuneration received by the Statutory Auditor for serving as members of the 231 Supervisory Body of Eni SpA. This application modality is highlighted in the text of the Corporate Governance Code published on the Company's website. (149) At its meeting on May 11, 2023, the Board of Directors asked the Board of Statutory Auditors to assess the Statutory Auditors' requirements of integrity and independence in accordance with the law and report on the outcome at the periodic assessment that

Pursuant to applicable regulations, persons may not hold office in a control body of an issuer if they hold the same office in five other listed companies.

As long as they hold office in the control body of just one issuer, persons may hold other management and control positions in Italian companies, within the limits specified in the Consob regulations.

The Statutory Auditors are required to report the offices they hold or have relinquished, in the manner and within the time limits established in the applicable regulations, to Consob, which shall then publish the information, making it available on its website.

3.8.4 Meetings and running of meetings

The Statutory Auditors, simultaneously with the Directors, receive documentation of the issues on the agenda to be discussed at the Board of Directors meetings, and according to the By-laws the Board of Directors and CEO shall report, on at least a quarterly basis and, in any case, during the Board of Directors meetings on the activities performed and the Company and subsidiary transactions with the greatest impact on performance and financial position, in addition to providing a comprehensive periodic statement on transactions with related parties and, in particular, transactions in which Directors or Statutory Auditors have an interest, in compliance with the corporate procedure150.

Under that procedure and in compliance with the provisions of Recommendation 37 of the Corporate Governance Code, the Statutory Auditors must promptly and thoroughly inform the Chairman of Board of Directors and the other Statutory Auditors of any personal or third-party interests they hold in relation to any given Company transaction.

The Rules of the Board of Auditors, in its capacity as the Audit Committee for the purposes of the Sarbanes-Oxley Act, are published on the website of the Company.

The Board of Statutory Auditors may also meet via video conferencing or teleconferencing systems.

The Board of Statutory Auditors met 19 times in 2024. The average duration of the meetings was 3 hours and 10 minutes. An average of 99% of the Statutory Auditors attended the Board of Statutory Auditors meetings and Board of Directors meetings.

Moreover, in 2024 the Chair of the Board or a Statutory Auditor designated by her, or — with regard to certain issues — the entire Board of Statutory Auditors attended all of the Control and Risk Committee meetings and the meetings of the other Committees of the Board of Directors151, with the sole exception of one meeting of the Sustainability and Scenarios Committee.

The tables attached to this Report show the dates each Statutory Auditor attended the meetings of the Board of Statutory Auditors and the Board of Directors held in 2024.

In 2025, as at March 18, 2025, the Board has held 6 meetings. A further 13 meetings are scheduled before the end of the year.

Additionally, the Board of Statutory Auditors participated in specific induction and training initiatives started immediately after the appointment and conducted for the Statutory Auditors, the Directors and other Board Committees.

For more information on the Board Induction, please refer to the section "Board Induction".

Reporting and documentation to the Board of Statutory Auditors

⁽¹⁵⁰⁾ For more information, please refer to the relevant section of this Report.

⁽¹⁵¹⁾ The Standing Statutory Auditor Enrico Maria Bignami also conducted 4 individual audits in 2024, in the course of reviewing the quarterly reports prepared in accordance with internal rules governing the process of receiving, analyzing, and handling whistleblowing reports sent or transmitted to Eni, including confidentially or anonymously, concerning problems relating to internal control and risk management, financial reporting, the Company's administrative liability, fraud and other matters.

3.8.5 Review and guidelines to Shareholders on the composition of the Board of Statutory Auditors

Review for 2024

As was the case in the first year of its term of office, in accordance with the provisions of the Rules of Conduct of the Board of Statutory Auditors issued by the National Council of Chartered Accountants and Accounting Experts and in line with the Recommendations of the Corporate Governance Code, the Board of Statutory Auditors performed a self-assessment of its own composition and operation.

The self-assessment process highlighted the effectiveness and efficiency of the Board's actions

The process also confirmed (i) the overall adequacy of the composition of the Board of Statutory Auditors in terms of diverse experience, skills and knowledge, also taking into account the experience gained by some Statutory Auditors during their previous mandates, (ii) the Board of Statutory Auditors' commitment to continuously and productively interact with the Board of Directors and the Board Committees, as well as with the Boards of Statutory Auditors of the subsidiaries.

There was also a sharing of the advisability to continue induction activities and further exploration and development of expertise started at the beginning of the mandate, in relation to issues that are particularly relevant to the supervision of the internal control and risk management system, such as Information Technology issues, including cybersecurity and sustainability reporting, also in relation to the evolution of the reference environment and the legislative and regulatory framework relevant to Eni.

Activities carried out in its role as Internal Control and Financial Auditing Committee and Audit Committee under US law, were reviewed and positively assessed within the Board Review process.

Guidelines for Shareholders on the composition of the Board of Statutory Auditors

In the run-up to the Shareholders' Meeting of May 10, 2023 which appointed the new corporate bodies, the outgoing Board of Statutory Auditors, drawing on its experience and the results of a Board Review, provided the Shareholders with an outline of the skills and professional experience that, in addition to statutory requirements, most contributed to its efficient and effective operation, providing guidance on appropriate compensation, among other things.

The guidelines, included in the 2022 Corporate Governance Report, was published on the company's website on March 6, 2023.

Board of Statutory Auditors Review

3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM152

To promote and maintain an adequate Internal Control and Risk Management System ("ICRMS" or "Eni Risk and Control Holistic framework - ENRICH"¹⁵³), Eni uses, in particular, organizational, informational and regulatory instruments which make it possible to identify, measure, manage and monitor the main risks that Eni faces and, in line with the Corporate Governance Code Eni has adopted, contribute to the sustainable success of the Company.

This system is integrated into the organisational, administrative and accounting structure and, more generally, into Eni's Corporate Governance framework, and is based upon corporate governance recommendations, taking into consideration national and international reference models and best practices, aimed at strengthening their overall effectiveness and efficiency, taking account of the international nature of the Company.

(152) This section is approved by the Board of Directors, with the support of the Control and Risk Committee. The audit firm expresses an opinion on the consistency of specific information in the Corporate Governance Report, pursuant to Art. 123-bis, paragraph 4 of the Consolidated Law on Financial Intermediation, with the consolidated financial statements of the Eni group. (153) On July 11, 2024, the ECG Policy "Eni Risk and Internal Control Holistic framework" was issued, stating that Eni's "Internal Control and Risk Management System (ICRMS) is called Eni Risk and Internal Control Holistic framework (ENRICH) and, therefore, the use of this term shall be deemed to be fully equivalent to that of ICRMS (or System or Framework) for the purposes of implementing the Recommendations of the Corporate Governance Code or other internal or external regulations referring to the Internal Control and Risk Management System".

Focus on the ICRMS

In this respect, the CoSO Report represents the internationally recognized reference framework for the understanding, analysis and integrated evaluation of the effectiveness of the ICRMS. Other reference models are reported in the following paragraphs.

Particular attention is paid to compliance, which Eni considers a key factor in protecting the Company from risks, safeguarding its assets and contributing to the effectiveness and efficiency of all business activities. To this end, Eni's rules in the individual areas of compliance are conceived from a risk-driven perspective and filtered through international best practices.

On December 23, 2020, Eni's Board of Directors resolved to adopt the Code, the Recommendations of which are applicable as from January 1, 2021. In its meeting of January 21, 2021, the Board approved some adjustments and application procedures, including improvements, in compliance with Art. 6 of the Code, relating to the ICRMS.

The information below relates to the application of the Recommendations of the Code and the application procedures, including improvements, approved by the Board of Directors in implementation of the Code.

ICRMS general guidelines and application modalities

The Internal Control and Risk Management System General Guidelines (hereinafter also the "General Guidelines") approved by the Board of Directors, with the support of the Control and Risk Committee and having received the opinion of the Chairman of the Board of Directors for the part on Internal Audit activities, implement the Code Recommendations and define the architecture of the ICRMS, also with respect to information flows and procedures for implementation, which are mandatory for Eni SpA and all of its subsidiaries.

The General Guidelines set forth the primary roles and responsibilities relating to the ICRMS, establishing the principles governing the coordination154 and exchange of information between the various actors involved in the framework, pointing out models and national and international best practices to maximize the efficiency of the system, reduce the duplication of efforts and ensure the effective performance of the duties of the supervisory body155.

The General Guidelines were most recently amended by a resolution of the Board of Directors on April 23, 2024 and issued on July 11, 2024156 to incorporate the adjustment of roles, responsibilities and information flows, in line with Eni's new organisational structure and the new Eni Regulatory System.

The implementation regulations, issued by the Chief Executive Officer, also amended and issued on the same date to incorporate the amendments of the General Guidelines:

• represent, develop and implement a model integrating the various existing elements of Eni's ICRMS;
• provide all Eni management with a suitable framework for implementing this system;
• ensure that the Board receives every six months for the ICRMS and every three months157 for risks, a comprehensive representation of the various elements of the system on which to base its decisions.

The General Guidelines take into account the ICRMS Recommendations set out in the Code, as well as the decisions taken by the Board of Directors on how to apply said Recommendations.

The ICRMS General Guidelines approved by the Board

⁽¹⁵⁴⁾ For the purposes of the disclosure required by Art. 6, Recommendation 33, letter (g) of the Corporate Governance Code, please refer to the information extensively provided in this section of the Report. (155) Principle XX of the Code.

⁽¹⁵⁶⁾ The Internal Control and Risk Management System Guideline were previously approved on October 25, 2018, incorporating the previous risk guidelines that the Board approved on March 14, 2013, having heard the opinion of the Control and Risk Committee, and previously on December 13, 2012.

⁽¹⁵⁷⁾ With its resolution of May 9, 2014, the Board of Directors increased the frequency of reports on risks from every six months to every three months. This frequency was confirmed on adopting the Code, an improvement over Principle XIX of the Code.

In particular, when applying the Principles and Recommendations of the Code on the ICRMS, in addition to identifying the adjustment measures of the corporate regulatory instruments on the subject, the Board:

• confirmed that the assessment of the adequacy and effectiveness of the ICRMS must take place every six months (an improvement over Principle XIX of the Code);
• established that the Board, upon the proposal of the Chief Executive Officer and with the support of the Control and Risk Committee, should annually define the specific guidelines of the ICRMS in the context of the four-year Strategic Plan158, in accordance with the company's strategies and assess their implementation annually, based on a report from the Chief Executive Officer, without prejudice to the general ICRMS guidelines (the "ICRMS model") set out in the relevant internal regulations (improving on the Code's recommendations in Principle XIX);
• provided that the Board, upon the proposal of the Chief Executive Officer, after consulting the Control and Risk Committee and the Board of Statutory Auditors, should outline the principles ruling the coordination and information flows between the various subjects involved in the ICRMS (application modality referred to Principle XX and Recommendation 37 of the new Code).

Lastly, at its meeting on March 18, 2025, the Board of Directors, having reviewed all the Reports in the meeting documents (i.e., the Financial Reporting Officer's Reports, the 2024 HSE Report with 2025 Plan, the Integrated Compliance Report, the Control and Risk Committee's Reports (including the Internal Audit report), the Risk Reports and the Compliance with Financial Risk Limits Report, as well as the Report on the Organisational Structure), having heard the opinion of the Control and Risk Committee, gave a positive assessment of: (i) the adequacy and effectiveness of the ICRMS and its organizational structure with respect to the characteristics of the company and the risk profile assumed, (ii) the adequacy of the powers and means at the disposal of the Financial Reporting Officer and the effective compliance with the administrative and accounting procedures prepared by the same.

Furthermore, at the same meeting, the Board of Directors deemed the organizational, administrative and accounting structure of the Company, strategically important subsidiaries and the group adequate as of December 31, 2024.

Specific annual guidelines of the ICRMS

In its meeting of February 26, 2025, the Board, upon proposal of the Chief Executive Officer and with the support of the Control and Risk Committee, defined, as part of the Four-Year Plan, the specific annual guidelines of the ICRMS, in line with the Company's strategies. These guidelines aim to guarantee an effective updating of the ICRMS model in terms of contents and, in particular, an effective identification of the company's priorities for the purposes of control and risk management in the period. These guidelines: (i) are connected with the Four-Year Plan, approved by the Board of Directors; (ii) identify the main mitigation actions implemented and planned with de-risking efficacy of strategic top risks, and (iii) adjusted to the reference year, based on the "key" issues for the year identified by the CEO, who is responsible for the process of preparing and defining the Four-Year Plan.

At the same meeting, the Board evaluated the implementation of the specific annual Guidelines of the ICRMS approved on March 13, 2024 on the basis of the Chief Executive Officer's report.

The following is a detailed description of the roles and duties of the actors in Eni's Internal Control and Risk Management System, the benchmark models, reporting flows and the assessments performed.

The evaluation of the Board on ICRMS

3.10 ACTORS AND DUTIES

3.10.1 Board of Directors

Pursuant to the resolution on the powers of the Board of Directors last approved on May 11, 2023 and the ICRMS General Guidelines, the Board of Directors of Eni SpA plays a central role in the ICRMS and, in particular:

• after hearing the opinion of the Control and Risk Committee and having consulted the Chairman of the Board of Directors for the part relating to internal audit activities, sets the general guidelines for the ICRMS, in line with the Company's strategies;
• approves the guidelines on internal audit activities (the Internal Audit Charter) upon proposal of the Chairman of the Board of Directors, in agreement with the CEO and after consulting the Control and Risk Committee;
• on the basis of the Chief Executive Officer's analyses and with the support of the Control and Risk Committee, with reference to the Four-Year Plan, defines the nature and level of risk compatible with the strategic objectives of the Company, on the basis of a risk probability and impact estimate prepared (and, if necessary, updated during the year) by the Integrated Risk Management function, including within its assessments all elements that could be relevant for the Company's sustainable success;
• upon the proposal of the Chief Executive Officer and with the support of the Control and Risk Committee, annually defines, in the context of the Four-Year Plan and in line with the Company's strategies, specific guidelines for the ICRMS and assesses their implementation annually, based on a report from the Chief Executive Officer and with the support of the Control and Risk Committee, without prejudice to the general guidelines on the subject as set out in internal regulations;
• defines the guidelines for the management and control of financial risks, having heard the opinion of the Control and Risk Committee, and sets the financial risk limits of the Company and its subsidiaries;
• with the support of the Control and Risk Committee, approves, at least annually most recently at the meeting on January 28, 2025 — the Audit Plan prepared by the Head of Internal Audit, after consulting the Chairman of the Board of Directors, the Chief Executive Officer and the Board of Statutory Auditors159; also approves — most recently at the meeting on January 28, 2025 — upon proposal of the Chairman of the Board of Directors, in agreement with the Chief Executive Officer, with the support of the Control and Risk Committee and after consulting the Board of Statutory Auditors, the budget of the Internal Audit function, ensuring that the Head of Internal Audit has adequate resources to perform his duties160;
• approves the Company's management, supervisory and control model for health, safety and environment, security and public safety risks, and its substantial amendments.

Moreover, the Board:

• establishes within itself a Control and Risk Committee to provide support in making evaluations and decisions pertaining to the ICRMS, as well as in relation to approving periodic financial and nonfinancial reports;
• has charged the CEO, as Director in charge of establishing and maintaining the ICRMS (hereinafter "CEO"), with the duty of implementing the guidelines and overseeing the system;
• upon proposal of the Chairman of the Board of Directors, in agreement with the CEO, after hearing the opinion of the Control and Risk Committee and having consulted the Board of Statutory Auditors: (i) appoints and dismisses the Head of Internal Audit function, with the support of the Nomination Committee, (ii) approves the Internal Audit budget, as indicated above, and (iii) establishes the Head's remuneration structure in accordance with the Company's remuneration policies;
• with the support of Control and Risk Committee, assigns supervisory functions and decides the composition criteria for the 231 Supervisory Body and, upon proposal of the CEO and in agreement with the Chairman of the Board of Directors: (i) having heard the opinion of the Nomination Committee and, for external members, also the Board of Statutory Auditors,

(159) The Board of Directors approved the revised 2024 Audit Plan on July 25, 2024.

(160) Under exceptional and urgent circumstances requiring means and resources exceeding the budget, the Head of Internal Audit informs the Chairman of the Board of Directors, who, acting in agreement with the CEO, proposes to the Board the approval of extra resources, after having received the opinion of the Control and Risk Committee and the Board of Statutory Auditors.

The Board's role in the governance of the ICRMS

appoints and removes the members of the Supervisory Body pursuant to Legislative Decree No. 231 of 2001, determining its composition, and (ii) establishes the remuneration of the members of the 231 Supervisory Body. Upon the proposal of the 231 Supervisory Body, approves the related annual budget;

• after assessing the compliance with professional and integrity requirements, appoints and dismisses the Financial Reporting Officer, upon proposal of the Chief Executive Officer, in agreement with the Chairman of the Board of Directors, after consulting the Nomination Committee, subject to a favourable opinion of the Board of Statutory Auditors. The Board periodically assesses the possession by the Financial Reporting Officer of the integrity requirements provided for by current legislation;
• identified, upon adopting the Code, the Integrated Risk Management and Integrated Compliance functions as the functions which, subject to subsequent further assessments, are to be included in the definition of "other corporate functions involved in controls" referred to in Recommendation 32, letter (e) of the Code, also, for the purposes of Recommendation 33, letter (d) of the Code, confirming the decisions already taken regarding the appointment of the heads of these two functions, for which the agreement of the CEO and the Chairman of the Board of Directors is required and, in the meeting on March 18, 2025, given the assessment of the Control and Risk Committee, deemed the following to be adequate: (i) the resources and professional qualifications of the aforementioned functions in compliance with the provision set forth in Recommendation 33, letter (d) of the Code, (ii) the resources assigned to the Head of Internal Audit, in compliance with the provision set forth in Recommendation 33, letter (b) of the Corporate Governance Code.

Activities of the Board of Directors

In order to perform its management and strategic oversight duties, the Board with the support of Control and Risk Committee:

• reviews the main business risks, identified by the CEO, taking into account the nature of the activities of the Company and its subsidiaries, and submitted to the Board of Directors by the CEO at least once every three months, with the assistance of the Integrated Risk Management function;
• once every six months, evaluates the adequacy of the ICRMS with regard to the characteristics of the business and the risk profile, as well as its effectiveness, also supervising the adequacy of means and powers of the Financial Reporting Officer to perform the duties assigned by law and the effective compliance with administrative and accounting procedures prepared by the Officer;
• annually evaluates the adequacy of the organisational structure of the ICRMS with respect to the features of the Company and its risk profile as well as its effectiveness, except when changes require a six-monthly assessment, taking this into account also for the purpose of the assessment of the adequacy of the ICRMS referred to in the previous point;
• evaluates, after having heard the Board of Statutory Auditors, the findings contained in the suggestion letter of the audit firm or the additional report, together with any observations from the Board of Statutory Auditors, also informing the Board of the outcome of the statutory audit and the result of the attestation of sustainability reporting. At its meeting on June 20, 2024, the Board, having heard the assessments of the Control and Risk Committee and the Board of Statutory Auditors, shared the findings contained in the suggestion letter of the firm for 2023.

3.10.2 Chairman of the Board of Directors

Without prejudice to the other powers granted by the law, the By-laws and the corporate governance system, as outlined in the Corporate Governance Code, the Chairman of the Board of Directors plays an important role with regard to:

• the proposals for appointing and removing the main officers and the Company's control bodies (231 Supervisory Body, Financial Reporting Officer, the Head of Integrated Risk Management, the Head of Integrated Compliance, and the Head of Internal Audit). More specifically, she manages the reporting between the Board of Directors and the Head of the Internal Audit function161, and submits The evaluations and decisions of the Board of Directors

The Role of the Chairman of the Board of Directors in the internal controls

(161) Without prejudice to the provisions related to the appointment, removal, compensation and budget, referred to in the following note and the functional dependence from the Control and Risk Committee and the CEO.

to the Board162, in agreement with the CEO, the proposals on the Head's appointment, removal and compensation structure and the budget proposal to ensure that he has adequate resources to perform his duties;

• the main rules governing the activities of the Internal Audit function (i) proposing the guidelines to the Board of Directors (Internal Audit Charter), in agreement with the CEO and in consultation with the Control and Risk Committee and (ii) approving the internal rules for Internal Audit activities, after consulting the CEO and the Control and Risk Committee. The Chairman of the Board of Directors is also consulted on the approval of the ICRMS general guidelines with regard to Internal Audit activities, as well as the Audit Plan;
• flows of information on the activities of the Internal Audit function, receiving along with the CEO, the Control and Risk Committee and the Board of Statutory Auditors, the results of the audit performed, as well as the periodic reports on the activities of Eni's Internal Audit function, on the procedure it follows in managing risks and on how well it is following the plan for their containment, in addition to specific reports prepared with regard to significant events. The Chairman of the Board of Directors is also informed, along with the Chair of the Control and Risk Committee and the Chair of the Board of Statutory Auditors, whenever the CEO asks Eni's Internal Audit function to audit specific areas of operations and verify compliance with internal rules and procedures in operations;
• the request to perform audits of specific areas of operations and to verify compliance with internal rules and procedures in operations, having the option of entrusting to the Internal Audit fuction, while simultaneously notifying the CEO, the Chair of the Control and Risk Committee and the Chair of the Board of Statutory Auditors, except for when there is a conflict of interest;
• the activities of the Eni 231 Supervisory Body: the Model 231 requires that the Chairman of the Board of Directors receives from the 231 Supervisory Body, along with the CEO, prior disclosure of communications addressed to the Board of Directors upon discovering particularly material or significant facts; he also receives information in the event of potential non-compliance with the Model 231 by one or more Directors and/or members of the Board of Statutory Auditors and/or members of the 231 Supervisory Body for subsequent information to the Board.

3.10.3 Board of Statutory Auditors

In addition to the functions provided for by law, and, in particular, Art. 149 of the Consolidated Law on Financial Intermediation, the Board of Statutory Auditors monitors the financial reporting process and the effectiveness of the Internal Control and Risk Management System in accordance with the Corporate Governance Code, acting also as Internal Control and Financial Auditing Committee (ICFAC), pursuant to Legislative Decree No. 39/2010 and Audit Committee under US law. The Board of Statutory Auditors also monitors compliance with the provisions of Legislative Decree No. 125 of September 6, 2024, (effective from September 25, 2024) implementing Directive 2022/2464/EU on corporate sustainability reporting. The duties of the Board of Statutory Auditors are described in the section on the "Board of Statutory Auditors" in this Report.

The monitoring of the general process of managing Company risks is performed through meetings with the Heads of the main business and functional areas, including the Head of Integrated Risk Management Unit and the Financial Reporting Officer, participation in meetings of the Board of Directors and the other Board Committees and the exchange of information with the Audit Firm. The Board of Statutory Auditors also meets periodically with the 231 Supervisory Body.

In this respect, the Board of Statutory Auditors receives the information required to perform its duties as well as the reports submitted and opinions expressed by the Company risk management bodies and functions.

The procedures for coordinating the functions of the Board of Statutory Auditors with those of the Internal Audit function and the Control and Risk Committee are described in the sections on these latter.

(162) The Board decides on the proposals with the support of the Control and risk Committee, having heard the Board of Statutory Auditors. The Nomination Committee's opinion is also sought on the proposals concerning appointment and removal.

Monitoring activities of the Board of Statutory Auditors on risks

In the performance of its functions the Board of Statutory Auditors may avail itself of Company units, in particular the Internal Audit function and the Administration and Financial Reporting unit.

For more information on the activities of the Board of Statutory Auditors, please refer to the report to the Shareholders' Meeting prepared in accordance with Art. 153 of the Consolidated Law on Financial Intermediation.

3.10.4 Control and Risk Committee

In line with Recommendations of the Corporate Governance Code, Eni's Control and Risk Committee was first established in 1994163 within the Board of Directors with the task of supporting the assessments and decisions of the Board relating to the ICRMS and to the approval of periodic financial and non-financial reports164.

The Committee periodic reports to the Board of Directors are issued, in line with Recommendation 35, letter h) of the Code, on the occasion of the approval of the Annual and Semi-Annual Financial Reports, and contain information on the activities carried out as well as the Committee's opinion on the adequacy of the Internal Control and Risk Management System. They are drawn up by the Committee on the basis of:

• i) the activities carried out and the information acquired, as well as taking into account the assessments included in the reports issued — to the extent of their respective scopes — by the Head of Internal Audit, the Financial Reporting Officer, the Head of Integrated Risk Management, the Head of Integrated Compliance and the 231 Supervisory Body;
• ii) what was represented during the meetings held with the The Head of Legal Affairs and Commercial Negotiations with reference to the main legal proceedings in progress;
• as well as taking into account:
• iii) the progress of the initiatives undertaken by management in a logic of their continuous reinforcement and/or following the areas of improvement identified by the Internal Audit — whose actual implementation will be subject to verification by Internal Audit, also through follow-up interventions in the field and the Committee within the scope of its monitoring activities.

Pursuant to its own Rules, and in implementation of the Recommendations of the Corporate Governance Code, the Committee supports the Board of Directors with a preparatory activity, following which it formulates assessments and/or opinions, in particular with regard to:

• the general ICRMS guidelines (the ICRMS model as a whole), consistently with the Company's strategies, so that the main risks that affect the Company and its subsidiaries can be correctly identified and appropriately measured, managed and monitored, expressing, in this regard, the opinion required by internal regulations on the matter; it also supports the Board of Directors in determining the degree of compatibility of the risks with the management of the company in a manner consistent with its strategic objectives and preliminarily reviewing the main company risks, taking into account the characteristics of the activities carried out by the Company or its subsidiaries;
• the definition, within the Four-Year Plan, of the specific annual guidelines of the ICRMS, proposed by the CEO, in line with the strategies of the Company, as well as the annual assessment of the implementation of these guidelines, on the basis of the Report prepared for this purpose by the CEO;
• the evaluation, performed every six months, on the adequacy of the ICRMS taking into account the characteristics of the Company and its risk profile, as well as its effectiveness. To this end, it reports to the Board of Directors, on the occasion of the approval of the Annual and Half-Yearly Financial Report, on its activity and on the adequacy of the ICRMS;

(163) The Internal Control Committee, first established within the Board of Directors on February 9, 1994, changed its name to the Control and Risk Committee by resolution of the Board of Directors on July 31, 2012, in accordance with the recommendations of the 2011 Corporate Governance Code.

Advisory role of the Committee to the Board

⁽¹⁶⁴⁾ For further information on the composition of the Committee, please refer to the "Control and Risk Committee" section of this Report.

• the fundamental guidelines of the Regulatory System and the regulatory instruments to be submitted for approval to the Board of Directors, their amendments or updates, as well as, at the request of the Chief Executive Officer, on specific aspects inherent to the implementation of these key guidelines, expressing the opinion in this regard as requested by internal regulations on the matter;
• the guidelines on the management and control of financial risks, expressing in this regard the opinion required by the internal regulations on the matter;
• the proposals concerning the appointment, the removal and, consistent with Company's policies, the structure of fixed and variable remuneration of the Head of the Internal Audit function, as well as on the adequacy of the resources provided to the latter (Internal Audit budget) to perform his duties, expressing the opinion in this regard as requested by internal regulations on the matter;
• at least once a year, the Audit Plan prepared by the Head of Internal Audit, expressing in this regard the opinion required by relevant internal regulations (guidelines on Internal Audit - Internal Audit Charter);
• the assessment of opportunities to adopt measures to ensure the effectiveness and impartiality of judgement of the Integrated Risk Management and Integrated Compliance units and of any other functions involved in the controls identified by the Board, as well as the annual verification that these are equipped with adequate professionalism and resources;
• the choice relating to the attribution of supervisory functions pursuant to Legislative Decree No. 231/2001 and the composition criteria of the Supervisory Body pursuant to Legislative Decree No. 231/2001 which is reported in this Report;
• the examination of the reports on the ICRMS, also following periodic meetings with the relevant structures of the Company;
• investigations and examinations carried out by third parties regarding the ICRMS;
• findings presented by the Audit Firm in any management letter and it may issue and, in the latter's, additional report, addressed to the Board of Statutory Auditors. The additional report includes any opinions of the Board of Statutory Auditors;
• the illustration, in the annual Corporate Governance Report, of the main features of the ICRMS and how the different subjects involved therein are coordinated, providing an indication of benchmark models as well as national and international best practices, and an evaluation of the overall assessment of the adequacy of the System;
• the adoption and amendment of the Rules on the transparency and substantial and procedural correctness of transactions with related parties and those in which a Director or Statutory Auditor holds an interest, on his own or on behalf of third parties, expressing the opinion required by regulations, including internal ones, on the subject and carrying out the additional tasks assigned to it by the Board of Directors, also with reference to the examination and issue of an opinion on certain types of transactions, except for those relating to remuneration165;
• the proposal of the Chief Executive Officer for the definition of the principles concerning the coordination and information flows between the various parties involved in the ICRMS.

Furthermore, the Committee, in assisting the Board of Directors:

• evaluates, after consulting with the Financial Reporting Officer, the Audit Firm and the Board of Statutory Auditors, the correct application of the accounting principles and their consistency for the purposes of preparing the consolidated financial statements, issuing an opinion prior to the approval by the Board of Directors;
• examines and evaluates the reports prepared by the Financial Reporting Officer through which it shall give its opinion to the Board of Directors on the appropriateness of the powers and resources assigned to the FRO himself and on the proper application of accounting and administrative procedures, enabling the Board to exercise its task of supervisory required by law;
• assesses whether the periodic financial and non-financial/mandatory sustainability disclosure is suitable to correctly represent the business model and the strategies of the company, as well as the impact of its activities and the performance achieved, expressing an opinion on this matter to the Board and coordinating with the Sustainability and Scenarios Committee regarding periodic nonfinancial/mandatory sustainability disclosure;
• reviews the periodic non-financial/mandatory sustainability disclosure relevant for the purposes of the ICRMS;
• expresses opinions to the Board of Directors on specific aspects relating to the identification of the main corporate risks;
• on request of the Board, it supports, with adequate preliminary activity, the assessments and decisions of the Board of Directors regarding the management of risks arising from detrimental facts which the Board of Directors may haves become aware of;
• monitors the independence, adequacy, efficiency and effectiveness of the Internal Audit Department and oversees its activities with respect to the duties of the Board of Directors, and the Chairman of the Board of Directors on its behalf, in this area, ensuring that they are performed with the necessary independence and required objectivity, competence and professional diligence, in accordance with the Code of Ethics of Eni SpA and the international standards, as well as within the terms provided by the Internal Audit Charter; In particular, the Committee:
• a) examines and evaluates whether the Head of Internal Audit meets the integrity, professionalism, competence and experience requirements at the time of appointment and on annual basis thereafter to verify that they continue to be met;
• b) reviews the results of the audit activities performed by the Internal Audit function and the periodic reports containing adequate information on activities carried out, the performance of risk management activities and compliance with risk containment plans, as well as the assessment of the suitability of the ICRMS; it also reviews the reports periodically prepared by the Internal Audit function on events of particular significance;
• c) examines the information received from the Internal Audit Department and promptly reports its assessments to the Board of Directors in the event of:
  • significant deficiencies in the system for preventing irregularities and fraudulent acts or irregularities or fraudulent acts committed by managers or employees who perform important roles in the design or operation of the ICRMS;
  • circumstances which may affect the maintenance of the independence of Internal Audit and auditing activities;
• d) may ask the Internal Audit function to perform audits of specific operational areas, providing simultaneous notice the Board of directors, through the Chairman of the Board of Directors, the Chief Executive Officer and the Chair of the Board of Statutory Auditors, unless there are conflicts of interest.

The Committee also examines and assesses:

• communications and information received from the Board of Statutory Auditors and its members regarding the ICRMS, also in reference to the outcomes of inquiry work carried out by Internal Audit upon receipt of whistleblowing reports, including anonymously;
• the half-year reports issued by the Eni SpA 231 Supervisory Body, as well as the timely reports provided by the Body, after informing the Chairman of the Board of Directors and the Chief Executive Officer, on any facts of particular materiality or significance ascertained in carrying out its tasks.

For judicial inquiries and proceedings in Italy and/or abroad, involving the CEO, the Chairman of the Board of Directors, a member of the Board of Directors and/or an Executive reporting directly to the CEO, even if no longer in office, for crimes against a public administration and/or corporate crimes and/or environmental crimes, related to their duties and their scope of responsibility, in which the Board of Directors assesses the CEO may have an interest, pursuant to Art. 2391 of the Italian Civil Code, the Board, in order to ensure the independence of judgement of the legal Department, in the interest of the company, provides the Legal Department exclusively with the necessary information on its activities, with the support of the Committee. In particular, the Board avails itself of the Committee's assistance in order to ascertain the legal classification of the facts under investigation

The Committee and the Internal Audit

The review of reports and communications of other bodies and control functions

The Committee and the Legal Affairs function

and proceedings, to acquire from the Legal Department all the necessary information on said investigations and proceedings, to verify its completeness and correctness, to be informed on the carrying out of such investigations and proceedings and to receive guidance to be provided to the Legal Department.

Information flows with the Board of Statutory Auditors

The CEO in charge of establishing and maintaining an effective Internal Control and Risk Management System

The Board of Statutory Auditors and the Committee promptly share the information necessary to complete their respective tasks and coordinate, as necessary, their activities in areas for which they are responsible.

Please refer to the relevant section on this Report for more detailed information on the Committee's activities in 2024.

3.10.5 The Chief Executive Officer in charge of establishing and maintaining the Internal Control and Risk Management System

The Chief Executive Officer of Eni SpA, pursuant to the Code (Recommendation 32, letter (b)) is charged with establishing and maintaining an effective ICRMS. To this end, also in implementation of the Recommendations of the Corporate Governance Code, the CEO:

• responsible for identifying, assessing, managing and monitoring the main risks faced by the Company, taking account of the characteristics of the activities of Eni SpA and its subsidiaries, and reports on them at least quarterly to the Board of Directors, with the support of the Integrated Risk Management function;
• implements the guidelines for the ICRMS defined by the Board and is responsible for their planning, execution and management;
• constantly monitors the overall adequacy and effectiveness of the ICRMS, adapting it to the dynamics of operational conditions and the legislative and regulatory landscape.

As regards the Internal Control System over Financial and Mandatory Sustainability Reporting, these duties are performed without prejudice to the role assigned by law to the Financial Reporting Officer166.

The CEO and the Internal Audit

The CEO may ask the Internal Audit function to perform an audit on specific areas of operations and compliance with internal rules and procedures in executing business transactions.

In this case, the CEO, at the same time, also informs the Chairman of the Board of Directors, the Chair of the Control and Risk Committee and the Chair of the Board of Statutory Auditors, unless there are conflicts of interest.

The CEO shall promptly notify the Control and Risk Committee of problems or critical issues that arise in performing his duties or that he has discovered so that the Committee can take appropriate action.

3.10.6 Internal Audit

The Internal Audit function plays a leading role in verifying and assessing the ICRMS. It is primarily responsible for:

• verifying the overall operations and suitability of Eni's ICRMS, both on-going and in relation to special needs, in accordance with international standards, through (i) an Audit Plan approved by the Board of Directors; (ii) the performance of specific unplanned audits; (iii) advisory activities to provide specialised support to top management and relevant management/functions in the creation of added value and in the improvement of Eni's governance, risk management and control processes; such activities are also intended to independently verify that the ICRMS is functioning, adequate and consistent with the guidelines defined by the Board, providing assessments and recommendations in order to promote its efficiency and effectiveness;

(166) For more information, please see the "Officer in charge of preparing financial reports (Financial Reporting Officer)" section of this Report.

• exploiting possible operational synergies in the control/monitoring activities of the different actors in the framework (so-called combined assurance), through the promotion of common and coordinated actions, with equally effective audits;
• providing specialised support to Company top management concerning the ICRMS; to improve its effectiveness, efficiency and integration within corporate processes and promote their constant improvement.

In keeping with best international internal auditing practices, the Board of Directors approved, most recently on May 22, 2024, the Internal Audit Charter167 which, in accordance with the general guidelines for the ICRMS and corporate strategies as approved by the Board, sets out the objectives, power and duties of the Internal Audit function.

The Internal Audit Charter

The Board of Directors, in accordance with best practices, decided that the Head of Internal Audit would report directly to the Board and the Chairman on its behalf, without prejudice to the provisions regarding the appointment, dismissal, remuneration and budget of the manager and his functional reporting to the Control and Risk Committee and the CEO168.

Head of Internal Audit reporting and appointment process

The governance rules pertaining to the appointment and removal of the Head of the Internal Audit function are designed to ensure his maximum independence.

In fact, in going beyond the Corporate Governance Code Recommendation, the Head of Internal Audit is appointed by the Board of Directors, having heard the opinion of the Control and Risk Committee and the Nomination Committee, after consulting the Board of Statutory Auditors, upon proposal of the Chairman of the Board of Directors, in agreement with the Chief Executive Officer.

⁽¹⁶⁷⁾ The Internal Audit Charter contains the internal audit guidelines approved by the Board of Directors (for the first time in 2008), which have been integrated into the Global Procedure "Internal Audit". For more information, please refer to the section on Eni's Regulatory System.

⁽¹⁶⁸⁾ The CEO takes part in the appointment of the Head of Internal Audit and the other activities described in this section, in his role as Director in charge of establishing and maintaining an effective ICRMS.

The Head of the Internal Audit function is removed in the same way he is appointed.

The Head of the Internal Audit function also reports to the Board of Statutory Auditors of Eni in its capacity as the "Audit Committee" under US laws.

In preparation for the appointment, the Control and Risk Committee evaluates the candidate to determine whether he meet the integrity, professional qualification, expertise and experience requirements required to perform his duties, as well as determining the absence of any circumstances disqualifying him, including conflicts of interest, with respect to previous business or positions held with the Company and/or its subsidiaries and with regard to relationships169 with persons with operational responsibilities at Eni. The Control and Risk Committee is responsible for evaluating The role of the Control and Risk Committee

whether these requirements are met each year.

The Control and Risk Committee oversees the activities of the Internal Audit function, monitoring its autonomy, adequacy, effectiveness and efficiency, with respect to the related duties of the Board of Directors, and on its behalf the Chairman of the Board of Directors.

The Head of the Internal Audit function, as well as all the other members of the unit, are not responsible for any operational area and have direct access to any information which may be pertinent to the performance of their duties.

The Board of Directors, acting upon the proposal of the Chairman of the Board of Directors in agreement with the CEO, having heard the opinion of the Control and Risk Committee and in consultation with the Board of Statutory Auditors of Eni SpA, also approves the fixed and variable remuneration for the Head of Internal Audit, in keeping with Company remuneration policies as well as budget of the Internal Audit function, ensuring that its head has adequate resources to perform his duties. Remuneration and budget

On January 21, 2021, the Board of Directors of Eni SpA, acting upon the proposal of the Chairman of the Board of Directors, in agreement with the CEO, having heard the opinion of the Control and Risk Committee and the Nomination Committee and in consultation with the Board of Statutory Auditors appointed Director Gianfranco Cariola as Head of Internal Audit, who took office as from April 1, 2021.

The scope, activities and duties of the Internal Audit function, as governed by the Internal Audit Charter, are described below.

Scope and activity of the Internal Audit function

The Internal Audit function of Eni SpA performs its assigned duties for:

• Eni SpA;
• Eni SpA subsidiaries (without prejudice to the provisions set out below for companies with their own Internal Audit function);
• Eni SpA associated companies (where provided for in specific agreements)¹⁷⁰;
• third parties deemed to have a higher risk, as provided for under the contracts entered with Eni.

As regards subsidiaries with their own Internal Audit function, the Internal Audit function of Eni SpA:

• provides, in the broader context of management and coordination, methodological guidelines for the performance of internal audit activities;
• may carry out specific audit activities, also availing itself of the Internal Audit function of the subsidiary and in compliance with the managerial autonomy of the latter.

(169) Such relationships include (i) personal relationships (partners, fiancé(e)s), (ii) family relationships (parents, children, husbands/ wives, other relatives within the second degree, and in-laws), (iii) financial relationships with employees of the Eni Group, even as consultants/providers of professional services.

(170) Associates, joint control (joint ventures), other equity investments.

Scope

Listed companies with their own internal audit function are excluded from the scope of the audits of Eni SpA's Internal Audit function, unless agreed otherwise and/or provided for by the company's governance.

The Internal Audit function of Eni SpA primarily carries out assurance activities; it also carries out advisory and other monitoring activities

Activities

Assurance

All functions, units, processes and/or sub-processes, IT systems (including accounting systems) of such companies are subject to Internal Audit, without exception, with regard to the risks and resulting objectives of:

• efficient and effective corporate processes and/or projects;
• reliable reporting to the corporate bodies and the market;
• compliance with the law, regulations, the By-laws and applicable rules171, particularly with regard to the Eni SpA Model 231, Compliance Models regarding corporate responsibilities for subsidiaries of Eni, the Anti-Corruption regulatory instruments, as well as other compliance models and systems adopted to ensure the compliance of corporate activities with the law;
• protection of corporate assets (as a combined effect of the preceding types of internal audit activities).

Advisory

The Internal Audit function of Eni SpA may perform, also upon request172, give specialised advisory support to top management and to the competent management/functions in their task of identifying which actions to implement to strengthen the Internal Control and Risk Management System in the corporate areas under examination.

Other activities

Furthermore, the Internal Audit function:

• performs supervisory activities on behalf of the 231 Supervisory Body of Eni SpA and supports, as requested, the Italian and foreign subsidiaries on the basis of the supervisory programmes defined by the Supervisory Bodies of the Italian subsidiaries and by the International Supervisory Bodies of foreign subsidiaries, as provided for by the subsidiaries' 231 Models, where provided, and by the Compliance Models for corporate administrative responsibility of the foreign subsidiaries;
• conducts independent monitoring as provided for by the Internal Control System with regard to financial reporting and/or similar duties based upon the internal control models applicable and that are approved by the Board of Directors;
• on the basis of the principles and criteria established, organises and monitors the systematic gathering of the data, information and evaluations need to formulate and update the Audit Plan proposal;
• ensures the necessary flows of information on audits performed and the related periodic reporting to the Chairman of the Board of Directors, the CEO, the Control and Risk Committee, the Eni SpA Board of Statutory Auditors, and the Eni SpA 231 Supervisory Body, for the areas within its remit;
• with reference to the whistleblowing process, is a member of the Whistleblowing Committee and the Whistleblowing Team173. In particular, within the Whistleblowing Team, it ensures:
• managing and monitoring channels for receiving reports;

⁽¹⁷¹⁾ In the case of audits related to control models adopted in compliance with applicable laws, regulations, By-laws and regulations, the responsibilities of Internal Audit consist of and are limited to the verification of the control models developed by the competent functions of Eni in implementation of the aforementioned documents.

⁽¹⁷²⁾ By the: Board of Directors, Control and Risk Committee, Board of Statutory Auditors, 231 Supervisory Body, Chairman of the Board of Directors, Chief Executive Officer and/or General Managers of Eni SpA.

⁽¹⁷³⁾ The Whistleblowing Committee consists of the heads of the following functions of Eni SpA: (i) integrated compliance, (ii) legal affairs, (iii) human resources and organisation, (iv) internal audit; (v) administration and financial reporting; the Whistleblowing Team is composed of heads of units, identified by their respective heads who are members of the Whistleblowing Committee.

- managing preliminary investigation activities, in support of the assessments by the competent
corporate control and supervisory bodies, on reports of conduct — relating to Eni personnel or
to anyone operating or having operated in Italy and abroad in the name of, on behalf of or in the
interest of Eni — in violations of laws and regulations, provisions of the Authorities, the Code of
Ethics, Models 231 or Compliance Models of foreign subsidiaries and internal rules (such as Anti
corruption regulatory instruments, etc.);

• the preparation of the Quarterly Whistleblowing Report subject to subsequent review by the Eni SpA Board of Statutory Auditors and, in the case of Corporate Administrative Liability Reports, by the Supervisory Body or the International Supervisory Body of the company concerned. Following review by the Eni SpA Board of Statutory Auditors, the Whistleblowing Report Files pertaining to each subsidiary are forwarded to the respective Supervisory Bodies, if present;
• carries out the necessary preparations for: (i) the assignment of tasks to the Auditor with the support of other competent departments within the scope of the relevant regulations and (ii) verification of the maintenance of the conditions of the Auditor's independence during the course of the their appointment, on which it reports to the Board of Statutory Auditors of Eni SpA, also in the capacity as the Internal Control and Financial Auditing Committee and "Audit Committee" pursuant to US legislation;
• monitors the implementation of corrective actions resulting from audit interventions with a declaration by the responsible management and/or operational verification of their actual implementation in the most critical cases;
• promotes, develops and participates in initiatives on the Internal Control and Risk Management System and more generally on strengthening the control culture inside and outside the company.

The Internal Audit function works in accordance with the International Standards of the profession issued by the Institute of Internal Auditors174. With reference to the management of whistleblowing reports, activities are carried out in accordance with the relevant company rules, aligned with national and international best practices175, as well as Directive (EU) 2019/1937 and relevant transposing laws.

Duties of the Internal Audit Function

Internal Audit activities are scheduled based on an annual Audit Plan prepared by the Head of the Internal Audit function following a defined method, taking a "top-down" and "risk-based" approach to assessing the main risks.

The Audit Plan is approved, at least annually176, by the Board of Directors, subject to the prior opinion of the Control and Risk Committee, with the support of the Chairman of the Board of Directors, the CEO and the Board of Statutory Auditors of Eni SpA acting also as an "Audit Committee" in accordance with United States legislation. Audit Plan

The Eni SpA supervisory plan, approved by Eni's 231 Supervisory Body, pursuant to Eni's Model 231, forms an integral part of the Audit Plan.

The approved Audit Plan may be updated/amended during the year in response to developments in Eni's Strategic Plan, the risk profile, the Group's ownership structure and other emerging issues of special importance. The proposal to update and/or supplement the Audit Plan follows the same approval process as the latter.

The Head of the Internal Audit function may also order spot audits not provided for under the Plan, also based on requests from: administration, control and supervisory bodies as well as from top management and General Managers. Spot Audits

(174) The compliance of activities carried out with these standards is periodically verified through external assessments (External Quality Review).

(175) Italian National Anti-corruption Authority (ANAC), Confindustria, Assonime, Transparency international. (176) The Board of Directors approved the Audit Plan most recently on January 28, 2025.

The findings of each internal audit performed, whether scheduled or spot audits, are reported in Internal Audit Reports, which are simultaneously sent by the Head of Internal Audit to the structures audited, the Chairman of the Board of Directors, the CEO, as well as the Financial Reporting Officer, the Control and Risk Committee and the Board of Statutory Auditors of Eni SpA. The Eni SpA Internal Audit Reports are also sent to the Eni SpA 231 Supervisory Body, to the extent they fall within the scope of its duties.

Internal Audit Reports contain the overall rating of the ICRMS's design and operation as regards the processes audited.

The Head of the Internal Audit function reports (i) every six months providing adequate information on his activities, on the risk management process and on compliance with the plans developed to mitigate risk, as well as on the suitability of the ICRMS and (ii) as needed on significant events.

The reports are simultaneously submitted by the Head of Internal Audit to the Chairman of the Board of Directors, the CEO, the Control and Risk Committee and the Board of Statutory Auditors of Eni SpA and, for the issues handled by Eni SpA, to its 231 Supervisory Body, except when the subject of such reports specifically concerns their activity.

On July 25, 2024, the Head of Internal Audit issued a Half-Year Report, reporting that no situations or significant problems were found that called into question the adequacy of the Eni ICRMS as a whole.

On March 18, 2025, the Head of Internal Audit issued his annual report (covering the period from March 1, 2024 to February 28, 2025), reporting that, with reference to the provisions of the ECG Policy "Eni Risk and Internal Control Holistic framework" and on the basis of the findings about each component of Eni's ICRMS, no situations or significant problems were found that called into question the adequacy of the Eni framework as a whole.

In accordance with the quality assurance and improvement program developed and implemented within the unit, the Head of Internal Audit also reports to the Chairman of the Board of Directors, the CEO, the Control and Risk Committee and the Board of Statutory Auditors on the final results, any plan for corrective actions and the periodic updates on their implementation status relating to Internal (IQR) and External Quality Reviews performed. The Head of the Internal Audit function also communicates the results of the aforementioned assessments to the 231 Supervisory Body of Eni SpA.

3.10.7 Officer in charge of preparing financial reports (Financial Reporting Officer)

Pursuant to Art. 24 of the By-laws, in compliance with the provisions of Art. 154-bis of the Consolidated Law on Financial Intermediation, the Financial Reporting Officer (FRO) is appointed by the Board of Directors, acting upon a proposal by the Chief Executive Officer, in agreement with the Chairman of the Board of Directors and subject to a favourable opinion of the Board of Statutory Auditors.

The proposal is also examined by the Nomination Committee.

In accordance with the By-laws, the FRO must be selected from among candidates who have performed the following activities for at least three years:

• administration, control or senior management activities in companies listed on regulated stock exchanges in Italy or other European Union Countries or other OECD Countries with a share capital of no less than €2 million or;
• statutory audit activities in companies indicated in the preceding point or;
• professional activities or university lecturing activities in the financial or accounting sectors or;
• senior management positions in public or private entities with financial, accounting or control expertise.

Audit Reports and other reporting

Semi-annual and annual report on ICRMS

Quality assurance & improvement

The appointment and requirements of the FRO

As of August 1, 2020, Eni's Board of Directors, upon the proposal of the CEO, in agreement with the Chairman of the Board of Directors, having received the favourable opinion of the Board of Statutory Auditors and in consultation with the Nomination Committee, appointed the Head of Accounting and Financial Statements, Francesco Esposito, as the FRO.

Duties, powers and resources of the Financial Reporting Officer

Responsibility for the Internal Control System over Financial Reporting

Members of the 231 Supervisory Body

In accordance with the law, the FRO is responsible for the internal control system as it relates to financial reporting.

For this purpose, he establishes the necessary administrative and accounting procedures for drafting the periodic accounting documentation and any other financial notification; moreover he certifies – together with the CEO – their adequacy and actual implementation during the period to which the aforementioned accounting documents refer through an appropriate report on the annual, semiannual and consolidated financial statements.

Taking into account the development of mandatory sustainability reporting and integration with financial reporting, the responsibilities of the FRO have been updated to include overseeing the implementation of the internal control system on sustainability reporting, the drafting and certification of mandatory sustainability reporting and support in defining "Eni For"177.

Pursuant to the aforementioned Art. 154-bis of the Consolidated Law on Financial Intermediation, the Board of Directors monitors the adequacy of the powers and resources available to the FRO, as well as the effective compliance with these procedures. Board oversight

On March 18, 2025, having heard the assessments and opinion of Control and Risk Committee, the Board of Directors positively assessed the adequacy of the powers and resources available to the FRO as well as effective compliance with the administrative and accounting procedures they prepared178.

3.10.8 231 Supervisory Body

Composition

Consistent with the provisions of the Model 231, the Eni SpA Board of Directors, having received the favourable opinion of the Board of Statutory Auditors and in consultation with the Nomination Committee, acting upon the proposal of the CEO in agreement with the Chairman of the Board, updated, as from June 22, 2023, the composition of Eni SpA 231 Supervisory Body as follows:

• three external members: Raffaele Ferrara (acting as Chair), Antonella Alfonsi and Ugo Lecis;
• the Chair of Eni's Board of Statutory Auditors, Rosalba Casiraghi;
• the Head of the Internal Audit function, as internal member, a role performed by Gianfranco Cariola.

Gennaro Mallardo, Head of Business Compliance Integrity at Eni SpA is the Secretary of the 231 Supervisory Body.

The composition of the 231 Supervisory Body complies with the Recommendations of the Corporate Governance Code179.

⁽¹⁷⁷⁾ This is the voluntary Sustainability Report published annually at the Shareholders' Meeting.

⁽¹⁷⁸⁾ For further information, please refer to the previous section relating to the Board of Directors' assessment of the ICRMS in this Report.

⁽¹⁷⁹⁾ Pursuant to Recommendation 33, letter (e) of the Corporate Governance Code "The Board of Directors, with the support of the Control and Risk Committee [...] assigns the supervisory functions pursuant to Art. 6, paragraph 1, letter (b) of the Legislative Decree No. 231/2001 to the control body or to a body established specifically for this purpose. If the body does not correspond to the control body, the Board of Directors considers whether to appoint within the body at least one non-executive director and/or a member of the control body and/or the head of a legal or supervisory function of the Company, in order to ensure coordination among the various parties involved in the Internal Control and Risk Management System".

Quorums for holding meetings and for voting

Given its composition based on the provisions of the Model 231, the 231 Supervisory Body's operating Rules indicate quorums for holding meetings and for voting such that, in order for 231 Supervisory Body decisions to be valid, it must always be supported by a majority of the attending members.

The external members are selected from among professionals with proven skill and experience in economic, organisation and internal control systems matters, and in the administrative liability of corporations.

Model 231 also sets out conditions for eligibility/integrity and forfeiture, which include, inter alia, the issue of a judgement of conviction, even if not final, against the person, and being subject to bankruptcy proceedings.

At present, the Company has not elected to assign the 231 Supervisory Body functions to its Board of Statutory Auditors, pursuant to Art. 6, paragraph 4-bis, of Legislative Decree No. 231 of June 8, 2001 (hereinafter "Legislative Decree No. 231/2001")180.

Duties of the Eni 231 Supervisory Body

The Eni 231 Supervisory Body performs the following main functions:

• monitoring the effectiveness of Eni's Model 231, as well as its implementation and updating;
• assessing the adequacy of Model 231 and guaranteeing its efficient functioning over time by proposing any necessary updates;
• drawing attention on the need of updating Model 231, in relation to changed corporate and/or regulatory conditions;
• verifying the initiatives for improving the knowledge and understanding of Model 231 among the recipients of the same, as well as for staff training and awareness in compliance with the principles contained in Model 231;
• approving the annual program of supervisory activities for Eni, coordinating its implementation and analysing the results;
• managing the flow of relevant information with the Company units.

The budget of the Eni 231 Supervisory Body is approved by the Board of Directors on the basis of the requests of the 231 Supervisory Body itself.

The Eni SpA 231 Supervisory Body informs the Board of Directors: (i) every six months, after informing the Control and Risk Committee and the Board of Statutory Auditors, through a report relating to the activities carried out in the previous semester for the implementation of the Model 231 and any legislative developments regarding corporate administrative liability in the period; (ii) upon event, after informing the CEO and the Chairman of the Board of Directors, where the occurrence of facts of particular materiality or significance necessitate immediate discussion.

The Internal Audit function is also responsible for conducting audits on behalf of the Eni 231 Supervisory Body, following a schedule, approved annually and reviewed every six months by the 231 Supervisory Body, which is coordinated with the Audit Plan. It also provides support to oversight activities, as requested, of the 231 Supervisory Bodies of Italian subsidiaries as provided for by their Model 231, when required.

With regard to the regulatory and organisational models of the subsidiaries, please refer to the following section "Model 231" in this Report.

Main functions

Requirements

Reporting

The 231 Supervisory Body and the Internal Audit function

(180) As amended by Art. 14, paragraph 12, of Law No. 183 of November 12, 2011.

3.10.9 Risk Committee

Until September 30, 2024, the Risk Committee of Eni SpA, presided over by the CEO of Eni SpA and comprised of Eni's top management, acted in an advisory capacity to the Chief Executive Officer regarding Eni's major risks, examining and expressing opinions at the CEO's request, in relation to the main findings of the Integrated Risk Management process. The Chairman of the Board of Directors was invited to attend the Committee's meetings.

As of October 1, 2024, the Eni Steering Committee integrates the roles of the Risk Committee, which was simultaneously abolished181.

3.10.10 Eni's Regulatory System Committee

The Eni's Regulatory System Committee, a managerial committee appointed by the CEO of Eni SpA, is made up of the Heads of Corporate Affairs and Governance, Accounting and Financial Statements, Integrated Compliance, Integrated Risk Management, Human Resources and Organization and Internal Audit — the latter as auditor and for making specific contributions on the internal control and risk management system (ICRMS).

The duties of the Eni Regulatory System Committee include: (i) notifying the CEO of Eni SpA of the need to develop a new Ethics, Compliance and Governance (ECG) issue and approve the compliance areas and identify the Managers; (ii) identifying the Process Owner of the ECG Policies and propose the owner to the CEO of Eni SpA; (iii) assessing, in advance as a verifying committee, the ECG Policies, as well as the formal or substantial nature of the changes made for the purpose of the approval process of the regulatory instrument and subsequent transposition process by the subsidiaries; (iv) supporting the CEO of Eni SpA in the role as Process Owner of the Regulatory System, on the overall governance of the development and application of the Regulatory System. The coordination of the activities of the Eni's Regulatory System Committee is ensured by the Human Resources and Organisation function.

3.10.11 Integrated Compliance

On July 28, 2016, the Eni Board of Directors approved a number of changes to the Company's organisational macro-structure in the area of the ICRMS, forming the Integrated Compliance function, which reports directly to Eni's CEO, effective since September 12, 2016.

The Head of Integrated Compliance, who reports directly to the CEO of Eni SpA182, is appointed by the CEO in consultation with the Chairman of the Board of Directors.

The Integrated Compliance function (COMP) is responsible for overseeing legal compliance issues (including corporate administrative liability, the Code of Ethics, anti-bribery practices, antitrust, privacy, data protection, consumer protection, Green Claim, market conduct, financial regulation and financial penalties, as well as international regulations protecting foreign investments) as well as overseeing the model for integrated compliance designed to strengthen a culture and the effective pursuit of compliance at Eni, taking advantage of operational synergies in the processes and controls provided for in the various models. Furthermore, for the compliance issues for which there are mechanisms external to COMP, this unit, following discussion with the individual heads of the compliance area, establishes appropriate flows of information or coordination mechanisms.

Specifically, in 2024, the main areas of intervention involved:

• the new ECG Policies "Antitrust" and "Economic and financial sanctions, export control and foreign direct investment" in accordance with the draft revision of the Regulatory System;
• the new ECG Policy "Eni Risk and Internal Control Holistic Framework" and related Global Procedures: "Integrated Risk Management", "Integrated Compliance" "Internal Audit" "Management of Statutory Audit Appointments" and "Identification and Management of Conflicts of Interest", in compliance with the draft revision of the Regulatory System.

(181) For more information, please refer to the section on the Eni Steering Committee in this Report. (182) Since September 2016.

With specific reference to the Model 231, in 2024, the Special Part was updated ("Processes, Sensitive Activities and Specific Control Standards of the Model 231" document), in relation to the predicate offences of "Obstruction of public tendering", "Obstruction of the procedure for choosing a contractor" and "Fraudulent transfer of values", included in Legislative Decree No. 231/2001 by Law No. 137 of October 9, 2023.

Moreover, on December 12, 2024, the Board of Directors of Eni SpA, having heard the opinion of the Control and Risk Committee and in consultation with the Board of Statutory Auditors, approved the revision of the fundamental guidelines of the current ECG Policy "Privacy and Data Protection" and the fundamental guidelines of the new ECG Policy "Compliance Models regarding corporate responsibility for Subsidiaries of Eni". These ECG Policies will be issued in 2025.

For further information on the regulatory mechanisms with regard to compliance, including the Integrated Compliance process, see the chapter "Eni's Regulatory System" below.

The head of COMP facilitates the dissemination of a culture of compliance among all who work at Eni, which includes determining specific initiatives of communication and training to increase awareness of exposure to risks and the ability to manage them and, in coordination with Eni's lines of business and various support functions and establishing measures to update existing systems of managing the primary risks.

As of 2021 the Integrated Compliance function performed a series of activities related to human rights compliance.

In line with the principles of "responsible contracting" suggested by international best practices and guidelines on Business & Human Rights, the Integrated Compliance Function in coordination with the Sustainability Function provides a series of standard clauses on human rights compliance to be included, on the basis of a risk-based approach, in the main contractual agreements of Eni and provides support to the business for the definition and negotiation of the same. The risk-based approach used to define the various types of clauses was also considered as one of the mitigation measures used in the Compliance Risk Assessment activities. The Integrated Compliance Function also pays focuses on some particularly complex cases, which require ad hoc clauses and in-depth analyses, such as the Forestry and Agri business initiatives.

Most recently, in its meeting of March 18, 2025, the Board of Directors, given the comments of the Control and Risk Committee, deemed the resources and professional qualifications of the Integrated Compliance function to be adequate, in compliance with the provisions of Recommendation 33, letter (d) of the Code.

3.10.12 Corporate Affairs and Governance

Among other corporate functions dealing with matters of compliance, the Corporate Affairs and Governance function oversees, through its Head, compliance of Eni SpA and its subsidiaries with respect to corporate and corporate governance regulations, including the Corporate Governance Code, and regulations concerning the issuers.

The Head of Corporate Affairs and Governance, directly reporting to the Chief Executive Officer, oversees, among other things, compliance with regard to related parties and abuse of market information (issuers)183. In these areas, they are responsible for, among other things, overseeing the process of developing and updating its MSG/Policies and promoting communication and/or training on its MSG/Policies and spreading best practices for relevant processes184.

(183) These compliance issues are external to Integrated Compliance (COMP) function.

(184) For further information, please see the ECG Policy "Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties" and Management System Guideline "Market Information Abuse (Issuers)" sections of this Report.

One of the function's main areas of intervention in 2024 is its contribution, where competent, to the updating of the internal regulatory instruments, in particular the ENRICH ECG Policy and related Global Procedures. Moreover, during the meeting of February 26, 2025, the Director of Corporate Affairs and Governance submitted for examination and approval by the Board of Directors the fundamental guidelines of the ECG Policy "Corporate Governance for Eni's companies", more fully discussed below in the dedicated section of this Report.

3.10.13 Integrated Risk Management

The Integrated Risk Management (IRM) function of Eni SpA reports directly to the Chief Executive Officer of Eni SpA¹⁸⁵, who appoints the Head of the IRM, in consultation with the Chairman of the Board of Directors.

The Head of IRM ensures the conduct of IRM processes. She presents the results at least quarterly to the Chief Executive Officer, the Eni Steering Committee186, the Control and Risk Committee and where requested, to other supervisory and control bodies. On at least a quarterly basis, the Chief Executive Officer submits the report on Eni's main risks for review by the Board of Directors.

Within the framework of preparing the Four-Year Plan, the RMI function provides, on the basis of overall risk management, the specialized contribution for analyzing the corporate risk profile underlying the Plan proposal to identify the main actions with the effective de-risking of the company's top strategic risks, as well as for defining and monitoring the specific annual ICRMS Guidelines.

It also promotes the spreading of a risk management culture towards all Eni's personnel, which also involves identifying specific communication and training initiatives that raise awareness of risk exposure and how to handle it, in coordination with Eni business lines and support functions, as well as initiatives for the updating of existing management systems for the primary risks.

Most recently, at its meeting on March 18, 2025, the Board of Directors, given the comments of the Control and Risk Committee deemed the resources and professional qualifications of the Integrated Compliance function adequate, in compliance with the provisions of Recommendation 33, letter (d) of the Code.

3.10.14 Eni personnel and management

The responsibility for implementing an effective ICRMS System is shared by all levels of Eni's organisational structure; consequently, all of Eni's personnel, consistent with their positions and duties, are called upon to define and actively participate in the proper implementation of the Internal Control System.

In particular:

• all Eni managers, within the scope of the units they manage and for the achievement of related objectives, undertake to ensure the adequacy of the internal control system relating to the area of activities for which they are responsible, actively participating in its proper working. To this end, they establish specific control activities and monitoring processes suitable to ensure their effectiveness and efficiency over time, also considering the specific risks to be managed;
• in addition to the management Committees, the functions and the Head of Integrated Risk Management described above, other corporate functions actively contribute to the ICRMS within the scope of their responsibilities. These include, for example, the Risk Owners who identify, assess and manage risks under their competence, and duly identify and implement specific treatment actions, as well as monitor the adequacy and function of the controls put in place to oversee them.

Many training programs and in-depth information sessions for Eni personnel and its Boards focus on ICRMS and, especially, on compliance.

3.11 ENI REGULATORY SYSTEM

To ensure the integrity, transparency, propriety and effectiveness of its processes, Eni adopts rules for the performance of business activities and the exercise of powers, guaranteeing observance of the general principles of traceability and segregation.

Each component of that system is supplemented by the Company's Code of Ethics, which identifies the fundamental values, among other things, the formal and substantial legitimacy of the conduct of the members of corporate bodies and all employees, and transparency, including in accounting, and the dissemination of a mentality directed at the exercise of control.

Eni is fully aware that investors rely on the full compliance of the corporate bodies, management and employees with the set of rules making up the corporate internal control system.

3.11.1 The key features of the Eni Regulatory System

On July 28, 2010, the Board of Directors of Eni SpA approved the fundamental guidelines for the Eni Regulatory System, with the goal of streamlining, supplementing and simplifying Eni's regulatory system. The guidelines were subsequently updated on June 23, 2016 and, most recently, on January 26, 2023, following an update and revision project that led to an evolution of the architecture, instruments and rules of the Regulatory System in line with the operational and governance needs required by Eni's new strategy based on an increasing diversification of activities and types of company forms managed.

The new Regulatory System, with a risk-based approach and equal effectiveness of the ICRMS, features:

• easier to use regulatory instruments;
• more streamlined decision-making and operational processes;
• a more active role and greater awareness of Management in identifying risks and the actions to mitigate them.

An architecture based on 4 levels was confirmed, with management and coordination instruments in relation to subsidiaries and the operational framework.

Roles and responsibilities were updated in line with the new Regulatory System architecture and instruments.

All of Eni's operational activities can be grouped into a map of processes instrumental to Company activities and integrated with control requirements and principles set out in the compliance and governance models, based upon the By-laws, the Code of Ethics, the Corporate Governance Code, the Model 231, the principles of Eni's financial reporting control system and the CoSO Report Framework.

Principles and objectives of the Regulatory System

Fundamental guidelines for the new Eni Regulatory System

GENERAL FRAMEWORK OF REFERENCE FOR THE REGULATORY SYSTEM

Ethics, Compliance & Governance Policies

Process Management System Guidelines

Global Procedures

The types of instruments that comprise the regulatory system are:

• The Ethics, Compliance & Governance Policies187 ("ECG Policies") consist of "fundamental guidelines" and "application modalities" and define (i) Eni's values and principles (Ethics), (ii) a systematic framework (model) of reference for the implementation of specific regulatory requirements, regulations or international frameworks (Compliance), (iii) the rules of reference for corporate governance, based on regulatory and statutory requirements, best practices and international frameworks (Governance). They identify roles, responsibilities, behaviours, information flows, principles and/or control standards aimed at pursuing the defined objectives and managing risks. These regulatory instruments cut across business processes;
• The Process Management System Guidelines188 ("MSG") define the guidelines aimed at an adequate management of the reference process, taking into account the main principles, the main risks associated with it and the control identified to mitigate them, describing (i) roles and responsibilities, (ii) subprocesses, and (iii) mitigation measures;
• Global Procedures189 define the detailed design of sub-processes of the end-to-end subprocesses/ operating methods related to ECG issues, distinguishing between (i) the operational requirements to be applied to Eni SpA and its subsidiaries, and (ii) operating methods that describe the functioning of Eni SpA and represent a best practice for subsidiaries. Where deemed necessary, Global Procedures can also be business-specific;

(187) With reference to (i) unlisted subsidiaries, ECG policies cannot be waived, unless specifically required for companies in regulated sectors that are subject to supervision by specific authorities and in the event of conflict with local regulations, and (ii) listed subsidiaries (and their subsidiaries), the fundamental guidelines cannot be waived, except in special cases provided for by the Process Owner; the application modalities can only be adapted as a result of specific regulatory constraints and the need to adapt to the company's roles and responsibilities, after reporting to the Process Owner.

(188) With reference to (i) unlisted subsidiaries, without prejudice to the general inability of a waiver, the chief executive officer will assess the possible need for a waiver request to the Process MSG, and (ii) listed subsidiaries (and their subsidiaries), the Process MSG can be adapted — where necessary and without the involvement of the Process Owner, unless otherwise required by the individual Process MSG — to the characteristics of their companies, in line with their management autonomy (if the Process Owner for listed subsidiaries considers that its Process MSG and/or parts of it cannot be waived, the waiver process is activated). (189) With reference to (i) unlisted subsidiaries, the operational requirements of the ECG Global Procedures cannot be waived, unless

specifically required for companies in regulated sectors that are subject to supervision by specific authorities and in the event of conflict with local regulations; the operational requirements of the Global Procedures can generally not be waived, the chief executive officer assesses whether there is a need for waiver requests, and (ii) listed subsidiaries (and their subsidiaries), the operational requirements of the ECG Global Procedures can only be adapted as a result of specific regulatory constraints and the need to adapt to the company's roles and responsibilities, after reporting to the Process Owner; the operational requirements of the Global Procedures can be adaptable independently, unless otherwise specified by the Process Owner in the Global Procedure itself (if the Process Owner considers that its Global Procedure and/or parts of it cannot be waived for listed subsidiaries, the waiver process is activated).

• Company Procedures are procedures issued and applicable to each company. Eni SpA Company Procedures define the detailed design of end-to-end sub-processes/operating methods relating to ECG issues when there is no need to ensure management and coordination activities. Subsidiaries adopt Global Procedures by drawing up a Company Procedure, transposing operational requirements and adapting to local operating methods. Furthermore, subsidiaries may issue their own Company Procedures governing sub-processes/activities specific to their own reality;
• Operating Instructions describe how specific activities, methodologies and/or technical aspects are carried out:
• a single area/ professional family, regardless of the corporate location of the resources belonging to it (Professional Operating Instructions);
• specific business areas/functions/branches/sites/corporate organizational units (Local Operating Instructions).

Regulatory instruments are published on the designated system, accessible via the company Intranet, and, in some cases, on the Company's website. ECG Policies, Process MSGs, and Global Procedures are disseminated to the subsidiaries, including listed subsidiaries, for the subsequent phases for which they are responsible, in particular formal adoption and adaptation of their existing regulatory systems.

Some of the regulatory instruments shown below have already been adapted to the new Regulatory System during 2023/2024.

3.11.2 ECG Policy "Corporate Governance for Eni Companies"

On February 26, 2025, the Board of Directors of Eni SpA approved the fundamental guidelines of the ECG Policy "Corporate Governance for Eni Companies" after having obtained the opinion of the Control and Risk Committee and submitting them, in accordance with the relevant roles and responsibilities, to the Nomination Committee, the Board of Statutory Auditors and the Eni 231 Supervisory Body. The Policy will replace, upon issue, the previous internal regulations on the subject (Management System Guideline "Corporate Governance for Eni Companies" approved on October 27, 2022), in line with the new Eni Regulatory System.

In particular, this Policy:

• defines the fundamental principles for the exercise by Eni SpA of management and coordination activities. In this regard, when carrying out the management and coordination activity, Eni acts in compliance with the managerial autonomy of the individual companies, in particular those listed and those subject to special regulation, the interests of any third-party shareholders, the confidentiality obligations required in protection of the commercial interests of the companies involved and, in the case of foreign companies, the provisions set out in local regulations;
• regulates the legal structure and management and control systems of Eni subsidiaries, including those in consortium form, defining the size, composition and operating principles of the relevant corporate bodies, also in relation to the characteristics of the activities. The preferential management and control system set out in the Policy is based on a collegiate management body, with a single member entrusted to manage the company, and a separate control body. Specific rules apply to foreign companies and limited liability companies. In particular, for the latter, the Policy introduces a simplification of the control body composition compared to the previous internal regulations: it provides, as permitted by law, for the cases in which the body must be set up and when its composition must be collegiate, rather than, as a rule, monocratic;
• defines the requirements that the members designated by Eni of the management and control bodies of Eni associated companies must meet to be appointed and maintain such appointment. With regard to the members of the control bodies, in addition to the requirements provided for by the law and the By-laws, the Policy also establishes integrity and independence requirements as well as the absence of conflicts of interest, thereby borrowing and expanding the provisions and Recommendations of the Corporate Governance Code adopted by Eni SpA. Furthermore, with regard to the members of the governing bodies, whose indication is the responsibility of Eni

Company Procedures

Operating Instructions

Governance system and rules for Eni companies

Principles of Management and Coordination

Legal form of Eni subsidiaries

Requirements to be met by corporate body members

SpA or a subsidiary as shareholder, the Policy states that they must be selected from among the employees of Eni SpA or its subsidiaries, unless the applicable local or sector regulations require otherwise;

• defines roles and responsibilities in the process of designating the members of the management and control bodies. With regard to the selection and appointment of members of the control bodies, the Policy provides for the establishment of an internal database from which candidates meeting the aformentioned requirements are selected, assessed by the competent corporate functions;

• in order to ensure flexibility while continuing to adequately control and mitigate risks, the Policy provides for: (i) the general causes for exemption (and associated reporting flows), in the case of specific limitations caused by the presence of third-party shareholders, binding agreements, local or sector regulations, operational reasons connected with the system of delegated powers, as well as situations of temporary misalignment when said misalignment is in short term and certain to end; (ii) exceptions to the application of the Policy that must be expressly authorised and (iii) assessments to be carried out when particular conditions are met in order to opt for certain compositions of corporate bodies.

The Policy identifies roles and responsibilities of the functions involved in the appointment process, in communicating a general exemption cause and in authorising exceptions, also taking into account a classification of the companies involved, so as to involve and increase the accountability of Eni's management which has the most direct knowledge of each individual company and the best managerial levers. This results in streamlining processes in terms of response times, without compromising controls. Higher decision-making levels are maintained for the most relevant companies.

3.11.3 "Eni Risk and Internal Control Holistic framework"

Most recently on April 23, 2024, the Board of Directors of Eni SpA, at the proposal and subject to the prior opinion of the Control and Risk Committee, and having received the opinion of the Chairman of the Board of Directors on Internal Audit-related matters, approved the "Guidelines for the Internal Control and Risk Management System" (ICRMS model), entrusting the CEO with their implementation.

These general guidelines, which are mandatory for the subsidiaries, are designed to ensure that the main risks to which Eni is exposed are correctly identified, measured, managed and monitored and set out reference principles, roles and responsibilities for the key players in the system, as well as the criteria that the CEO must follow in implementing those guidelines.

The ECG Policy "Eni Risk and Internal Control Holistic framework" (ENRICH Policy), approved on April 23 and issued on July 11, 2024, contains the aforementioned Board Guidelines and constitutes the regulatory instrument with which the Chief Executive Officer has implemented them. This rule, in incorporating the principles (i) consolidates and structures within a single document the various elements of the Eni ICRMS, (ii) defines the model of relations between Eni SpA and the subsidiaries in this area, and (iii) exploits the opportunities for the rationalisation of reporting flows and the integration of controls and monitoring activities. Internal implementation rules

The ENRICH ECG Policy complements the regulatory instruments with which Eni has developed and implemented an integrated corporate risk management model, first issued on December 18, 2012 and subsequently updated, and an integrated compliance model, first issued on October 29, 2018 and subsequently updated.

The Guideline application modalities, approved by the Board of Directors, are grouped into three dimensions, as shown in the figure below:

Roles and Responsibilities regarding the Appointments Process and the Database

General causes for exemption and exceptions

Information and authorisation

Board guidelines

• 1) Objectives the first dimension represents the view of the Framework in relation to the objectives and associated risks that the ICRMS is intended to pursue and manage: Strategic, Operational, Compliance and Reporting.
• 2) Scope of application the second dimension regards the scope of application on the basis of which the Framework is structured:
  • the management and coordination exercised by Eni SpA over the subsidiaries;
  • entity: Eni SpA and the individual subsidiaries, on the basis of their legal and operational independence, establish an appropriate, functional ICRMS under their own responsibility;
  • processes adopted by Eni, on the basis of which the ICRMS is structured.
• 3) ICRMS Process the third dimension concerns the process of implementing the Framework in corporate activities and involves six steps:
  • definition and implementation of the "internal environment";
  • identification, assessment and treatment of risks;
  • definition and implementation of control activities;
  • monitoring;
  • re-examination and assessment of the entire system;
  • disclosure and communication.

This ICRMS process is:

• continuous, focusing on improving the overall Framework, influencing the definition and achievement of corporate objectives;
• integrated into corporate operations, and into the organisational, governance, administrative and accounting structure;
• interactive, as the individual phases, while organised into a logical sequence, can receive feedback from the development of each of the other phases so that the value generated by the process is not determined by the mere sum of the value generated by the individual phases;
• performed by people, through the activities (and the associated reporting) carried out in pursuing corporate objectives;

Scope of application

ICRMS Process

Objectives

• evaluated every six months, unless unforeseen events occur that may require that a special investigation be performed, to ensure that it is adequate and functions overall.

The Eni ICRMS is structured along the following three levels of internal control:

(a) Refer to the Board of Directors, the Control and Risk Committee, the Board of Statutory Auditors, the 231 Supervisory Body, the Chairman of the Board of Directors as well as the Chief Executive Officer.

The three levels of control

• 1) first level of control, supported by the specialist functions where necessary: identifies, assesses, manages and monitors the risks within its competence, identifying, implementing and monitoring over time the specific treatment/control actions put in place to oversee them;
• 2) second level of control: monitors the main risk categories and defines guidelines on the control systems relating to Ethics, Compliance and Governance issues and related processes, in order to ensure that they are handled effectively and efficiently throughout the value chain; it monitors the adequacy and operability of the controls monitoring the main risks; it provides assurance to the Governance Bodies and Organs regarding the relevant models and the relevant internal regulatory framework and their effective operability; it also supports the first level in defining and implementing adequate systems for managing the main risks and the associated controls;
• 3) third level of control: provides independent, objective assurance and advisory on the appropriateness and effective operation of the first and second control levels and, more generally, on the Eni ICRMS as a whole.

The structure of the first and second control levels is consistent with the size, complexity, specific risk profile and with the regulatory environment in which each company operates.

The third level of control is exercised by the Internal Audit function of Eni SpA, which, on the basis of a centralised model (described in the "Internal Audit" section), performs its controls using a riskbased approach to the overall Eni ICRMS, monitoring Eni SpA, subsidiaries and, where provided for by specific agreements, associated companies and third parties.

The 3 levels of control, in fulfilling their roles and responsibilities, communicate, collaborate and coordinate with the aim of maximising the effectiveness and efficiency of the control systems, overall risk coverage and sustainable value creation throughout the value chain.

To enable management and the management and control bodies to perform their roles within the ICRMS, specific reporting flows have been established between the control levels and the management and control bodies. The flows are coordinated and appropriate in terms of content and timing.

All flows supporting the BoD's assessment of the ICRMS are channelled through the Eni SpA Control and Risk Committee, which conducts an adequate preparatory analysis and reports the results directly to the Board, mainly through its periodic reports. These flows are also transmitted to the Board of Statutory Auditors of Eni SpA to enable it to perform its statutory duties in the field of ICRMS.

Implementation at subsidiaries

It is the responsibility of the Board of Directors or equivalent body of each Eni subsidiary to establish, manage and maintain its own ICRMS.

Eni SpA, as part of its management and coordination of the subsidiaries, issues and disseminates the guidelines (which are mandatory) and associated application methods, as set forth in the ENRICH ECG Policy, with which the subsidiaries must comply, establishing an adequate process for monitoring its implementation in the manner envisaged in the Eni Regulatory System.

Without prejudice to the reference principles of Eni's ICRMS, the subsidiaries adopt the most appropriate methods of implementing the ICRMS in line with the size, complexity, specific risk profile and regulatory context in which they operate, in the autonomy and independence that characterizes the work of the companies and their bodies and functions, also in accordance with the law.

In complying with the indications of the ENRICH ECG Policy, each subsidiary (including those listed and/or operating in regulated sectors), shall also define adequate information flows between the various control levels and towards its Governance Bodies and Organisms, to which the personnel from Eni SpA or other subsidiaries with operational assignments at the company must comply.

In particular:

• management supports the CEO or equivalent figure of the subsidiary in the establishment and maintenance of an adequate and effective Internal Control and Risk Management System by constantly analysing, to the extent of its competence, the findings from the monitoring of management itself and/or, where carried out, the transversal monitoring performed by the 2nd level control functions and/or the independent monitoring of the Internal Audit function of Eni SpA, in order to (i) verify the main actions undertaken and the status of their implementation and (ii) identify any further initiatives to improve the System;
• the CEO or equivalent figure of the subsidiary reports to its Board of Directors, or equivalent body, as part of the report on the exercise of the delegated powers and also on the basis of the managementprovided information on the Internal Control and Risk Management System, including the status of transposition and adoption of the ECG Policies, Management System Guidelines (MSG) and Global Procedures (GP);
• the subsidiaries comply with the requirements of law and other internal regulatory instruments on corporate governance and management and coordination, and in particular, they inform the competent Eni SpA functions of the status of transposition of the regulatory system. For so-called companies that are "significant" pursuant to the regulatory instruments on the control system for financial reporting, the Board of Directors or equivalent governing body of the subsidiary annually assesses the adequacy and effectiveness of the company's Internal Control and Risk Management System. For listed subsidiaries, the provisions of the Corporate Governance Codes, where present and adopted, are also relevant.

Reporting to the Board

The role of the Eni SpA Board of Directors in the subsidiaries

As stated in the ENRICH ECG Policy and consistent with the Recommendations of the Code and in accordance with the powers assigned to it, the Eni SpA Board of Directors, with the support of the Control and Risk Committee, establishes the ICRMS guidelines for Eni SpA, its strategically important subsidiaries and the Eni Group.

The Board, with the support of Control and Risk Committee, also examines the main risks facing the Company, identified by taking into account the nature of the business of the Company and its subsidiaries, as reported by the CEO on at least a quarterly basis. With the support of the Control and Risk Committee, it also evaluates every six months (except in extraordinary circumstances) the adequacy of the Internal Control and Risk Management System of Eni SpA, its major subsidiaries and the Eni Group with regard to the nature of the business, its risk profile and its degree of compatibility with corporate objectives, as well as its effectiveness.

Most recently, at its meeting on March 18, 2025, the Board of Directors, having heard the opinion of the Control and Risk Committee, assessed the adequacy and effectiveness of the Internal Control and Risk Management System and its organizational structure in relation to the characteristics of the company and its risk profile190.

3.11.4 Global Procedure "Internal Audit"

On May 22, 2024, the Global Procedure "Internal Audit (GP "Internal Audit"), containing the Guidelines on Internal Audit Activities (Internal Audit Charter) approved by the Board of Directors of Eni SpA191, was updated. It also contained a description of the internal auditing process approved by the Head of the Internal Audit function, consistent with the ENRICH ECG Policy.

The GP Internal Audit, which is based on the Internal Audit Charter, seeks to identify and govern the phases and activities of the Internal Audit process to define the roles and duties of the major participants and establish the rules of conduct and principles required in performing such activities. Internal Audit process guidelines

More specifically, the GP Internal Audit regulates:

• 1) the definition of the Audit Plan, prepared by the Head of Internal Audit and approved by the Board192, with a top-down, risk-based approach, which makes it possible to identify audits to which priority should be given based on, among other things, the objectives incorporated in the business and functional area programs, as indicated in the Strategic Plan, and the size and coverage of the major business risks associated with it and based on the results of the integrated risk management process;
  • 2) the performance of scheduled and spot audits by carrying out:
    • preliminary activities to define the objectives and the scope of the audit over the areas potentially at highest risk ("risk-based" approach) and the resources deemed necessary and sufficient to achieve the objectives;
    • verification activities, for the purpose of assessing the adequacy and effectiveness of controls on the risks relating to audited processes, to identify any areas of improvement and define corrective measures for improving the effectiveness and efficiency of the audited processes. Verification activities are carried out, whenever possible, having direct access to information systems and massive analysis of transactions with data analytics tools and specific Key Performance Indicators (KPIs) related to specified business processes as well as through the use of Natural Language Process and Robotic Process Automation tools, in order to make verification activities more efficient and effective;

(190) For more information, please see the first part of the "Internal Control and Risk Management System" section on Board of Directors assessments of this Report.

(191) On the proposal of the Chairman of the Board of Directors of Eni SpA, in agreement with the Chief Executive Officer of Eni SpA and subject to the opinion of the Control and Risk Committee of Eni SpA. (192) For more information, please see the "Internal Audit" section of this Report.

Performance of audits

Definition of the Audit

Plan

• formalisation and communication of the results to confirm, with the structures involved in the audits, any areas of improvement that emerged, the timing and content of corrective actions to be taken by the structure that was audited. For each audit a summary assessment is made of the actual design and operation of the ICRMS for the structure being audited (so called "overall rating"), based upon the knowledge gained and evidence acquired during the conduct of the audit and in the professional opinion of the Internal Audit function. In the event of a spot audit, the rating is assigned based upon the finding of enough factors to support the opinion of the ICRMS;
• 3) the monitoring of corrective actions based the audit findings, carried out in different ways based on the critical issues in the summary assessments of the ICRMS audited, such as:
  • monitoring of all actions through a periodic statement by the structure that was audited (followup documentation);
  • operational check of the effective implementation of the corrective action through a dedicated follow-up (on-site follow-up) for all actions associated with audit reports with more critical summary assessments of the ICRMS, as well as those concerning higher priority areas of improvement not included in the on-site follow up reports mentioned, and those higher-priority risks found to be open following previous field follow-ups;
• 4) flows of information on the ICRMS, consisting of the half-yearly reports prepared by the Internal Audit function to provide information on its activities, the results and correlated recommendations, the procedures for managing risks and the relative containment plans. The half-yearly reports are sent at the same time by the Head of the Internal Audit function of Eni SpA to the Chairman of the Board of Directors of Eni SpA, the Chief Executive Officer of Eni SpA, the Control and Risk Committee of Eni SpA and to the Board of Statutory Auditors of Eni SpA and, for matters within the competence of Eni SpA, to the Supervisory Board of Eni SpA also. In addition to the half-yearly reports described above, the Internal Audit function, upon request or based its own assessments, prepares specific reports for the management and/or top management of the audited structures during the reporting period. These reports contain the results of the Internal Audit function's activities, including the monitoring of the status of corrective actions.

The GP Internal Audit also governs other activities for which the Internal Audit function is responsible, such as: handling whistleblowing reports received by Eni, pursuant to the relative regulations193, oversight activities on behalf of the Eni 231 Supervisory Body and on request by the subsidiaries' bodies194, independent monitoring, as required by the Internal Control System, with regard to financial and mandatory sustainability reporting, relations with management, control and oversight bodies and the audit firm, as well as the quality assurance and improvement program for activities performed by the Internal Audit function, which requires an internal quality review and an external quality review at least every five years.

3.11.5 Global Procedure "Integrated Compliance"

The Global Procedure "Integrated Compliance" establishes the phases and activities of this process and the roles and responsibilities of the primary parties involved.

The GP "Integrated Compliance" is consistent with the ICRMS guidelines concerning integrated compliance, defined in the ENRICH ECG Policy.

The goal of the Integrated Compliance process is to promote compliance with laws and regulations applicable to Eni with an integrated, risk-based approach and develop and spread a corporate culture based on ethical values, proper conduct, and respect for laws and regulations, including through specific training and awareness initiatives.

Monitoring of corrective actions

Information flows

Other activities

The goals of the Integrated Compliance process

⁽¹⁹³⁾ For more information, please refer to the "Procedure for whistleblowing reports received by Eni SpA and by its subsidiaries" section of this Report.

⁽¹⁹⁴⁾ This refers to the Supervisory Bodies of Italian subsidiaries and International Supervisory Bodies of foreign subsidiaries, pursuant to the subsidiaries' Models 231, as required, and the Compliance Models for corporate liability for foreign subsidiaries. For more information, please see the "Model 231" section of this Report.

The compliance areas of relevance to Eni are determined based on the nature of the potential risks of non-compliance. This includes issues for which the Company could be held liable for violations of laws or regulations that entail criminal or administrative sanctions or other penalties imposed by the courts or administrative authorities.

More specifically, the integrated compliance process includes compliance risk assessment aimed at assessing the related risk profile, the effectiveness of mitigation activities and the residual risk profile of the relevant compliance areas, in order to recommend a prioritisation of risks and determine potential actions to better mitigate risk and to optimise the risk-based system of controls.

The process also includes control activities aimed at defining (in the Policies and other regulatory instruments) and implement risk treatment and monitoring actions, with a view to verifying the adequacy and proper functioning of controls for compliance risks.

The activities within the Integrated Compliance process are aimed at ensuring transparency and accountability in the process and uniformity in the adoption of approaches and mechanisms to support these activities.

The process seeks to provide an integrated vision of compliance risks in line with Company operations and ensure the efficient management of compliance risk according to the principle of general compliance with applicable laws and regulations.

The reporting of Integrated Compliance

The Integrated Compliance function provides adequate information and an integrated view of the status of Eni's compliance efforts to management and to the Company's governing bodies so they may assess the efficacy and continuing adequacy of the compliance risk management system, while supporting informed decision making.

The Integrated Compliance Report

In particular, an Integrated Compliance Report (or "Report") is prepared annually, aimed at providing a summary view of the Integrated Compliance function's activities during the year and including:

• an annual assessment, by the Head of the Integrated Compliance Function, of the adequacy of the design of risk treatment measures in relation to the compliance areas under the internal and joint oversight of the Integrated Compliance Function;
• the annual report prepared by the Integrated Compliance Function Unit responsible for Anti-Corruption and Anti-Money Laundering195.

The Head of the Integrated Compliance Function, after the first six months of each year or as otherwise required by extraordinary events, also prepares the Half-Year Integrated Compliance Update containing a report on significant events during the six months in question, and on the progress of planned activities, including an update of the report prepared by the Integrated Compliance Function unit responsible for Anti-Corruption and Anti-Money Laundering.

The Report and the Half-Year Integrated Compliance Update are submitted to the CEO of Eni SpA and, after examination by the Control and Risk Committee and consultation with the Board of Statutory Auditors, presented to the Board of Directors of Eni SpA. The Report and the Update are also sent, for informative purposes, to the Eni SpA 231 Supervisory Board.

The Integrated Compliance Function also sends the Half-Year Integrated Compliance Report and Update to the Internal Audit Function.

Eni SpA obtained ISO 37301:2021 (hereinafter "ISO 37301") certification for its Compliance Management System valid from December 28, 2023. Eni SpA is one of the first Italian companies to obtain ISO 37301 certification in all areas of compliance¹⁹⁶. To maintain this certification, Eni is cyclically subjected to surveillance audits (two every three years) and recertification audits (one every three years). The first surveillance audit, performed in 2024, was concluded successfully.

3.11.6 Global Procedure "Integrated Risk Management"

The Global Procedure "Integrated Risk Management" regulates the various phases and activities of the Integrated Risk Management (IRM) process and the roles and responsibilities of the main subjects involved therein. The main purpose of the IRM process is to ensure the detection, consolidation and analysis of Eni's risk profile in order to support management's decision process, reinforcing awareness of risks and related management actions at every level of the organisation as well as the supervision of risks by Eni's management and control bodies. As regards this last aspect, in particular, the Board of Directors of Eni SpA defines, with reference to the Four-Year Strategic Plan, the nature and level of risk compatible with the strategic objectives of the Company, on the basis of a risk probability and impact estimate prepared (and, if necessary, updated during the year) by the IRM function, including within its assessments all elements that could be relevant for the Company's sustainable success.

The process begins with the contribution to the definition of Eni's four-year Strategic Plan and continues with the support to its implementation through periodic risk assessment and monitoring cycles and integrated risk reporting, operational risk management and aggregated risk analysis to enhance understanding of the Company's exposure.

This process is included in the ICRMS and is consistent with international principles and best practices197.

The integrated risk management process is continuous and dynamic, with the following main subprocesses:

• 1) Risk Strategy, to help define the four-year Strategic Plan through the analysis of the underlying overall risk profile and the enhancement of treatment actions;
• 2) Integrated Risk Assessment, functional to risk governance processes and support to management decision-making processes, which includes, inter alia:
  • a. periodic assessment activities of the corporate risk profile associated with the four-year Plan objectives, also from a medium- to long-term perspective, by identifying and assessing corporate risks and associated management measures;
  • b. quarterly monitoring to provide dynamic information on trends in the main risks and to identify any critical management issues early on and taking appropriate action to deal with them;
  • c. industrial risk assessment for productive assets and development/new initiative projects, which are used to perform economic assessments of accidental risk exposures and the classification and assessment of the complexity of well construction and/or work activities; this also includes the assessment of physical risk associated with climate change;
  • d. assessment of specific risks through the adoption of methodological frameworks and dedicated processes.
• 3) Integrated Country Risk (ICR), periodic activities of analysis, monitoring and reporting of risks from countries where Eni operates or has a potential interest. The integrated risk profile of each country is established, supporting risk management activities and decision-making processes.
• 4) Integrated Project & M&A Risk Management, in support of decision-making process for the authorisation of relevant initiatives (e.g. investment projects and M&A transactions).

(196) Anti-bribery, Antitrust, Privacy, Consumer Protection Regulations, Economic and Financial Sanctions, Related Parties, Market Information Abuse (Issuers), Market Conduct and Financial Regulations, Internal Control System over Financial Reporting, Taxation, Health, Safety, Environment, Anti-Mafia, Anti-Money Laundering for non-financial activities and Human rights. (197) This refers to the Code of Corporate Governance, the CoSO – Committee of Sponsoring Organisations of the Treadway Commission (2013), Internal Control, Integrated Framework and the CoSO – Committee of Sponsoring Organisations of the Treadway Commission (2017) and the Enterprise Risk Management Framework.

Certification: ISO 37301:2021

IRM process rules

IRM Process

Activities are based on dedicated methodologies and tools, including risk cataloguing criteria, qualitative-quantitative assessment methodologies, risk aggregation models, asset classification and damage scenarios for industrial risks, as well as information systems to support analyses and processes.

Finally, risk knowledge, training and communication activities take place with the aim of increasing risk culture diffusion, identifying, developing and strengthening risk management resources across Eni's various businesses and developing the risk knowledge management system.

INTEGRATED RISK MANAGEMENT PROCESS

Integrated Risk Management reporting

Quarterly IRM reporting

In 2024, the Integrated Risk Management (IRM) reporting, submitted by the CEO to the Board of Directors, after examination by the Control and Risk Committee, was carried out through the following phases:

• outcomes of the 4Y Plan Risk Assessment presented on January 25, 2024, consistent with the first reading of the 2024-2027 Plan;
• de-risking analysis of the 2024-2027 Plan, submitted on February 15, 2024 together with the Integrated Risk Assessment with financial impact. On that same date, ICR 2023 second-half results were given;
• monitoring of Eni's main risks presented on March 13, 2024;
• results of the 2024 Annual Risk Assessment presented on July 25, 2024, along with the executive summary of the monitoring indicators of Eni's top risks. The assessment involved all business lines in Italy and abroad (43 countries). On that same date, ICR 2024 first-half results were given;
• monitoring of key business risks presented on October 24, 2024;
• outcomes of the 4Y Plan Risk Assessment presented on December 12, 2024, consistent with the first reading of the 2025-2028 Plan.

3.11.7 The key features of the Risk Management and Internal control system over financial and mandatory sustainability reporting198

The internal control system over financial reporting aims to provide reasonable assurance regarding the reliability199 of financial reporting and the ability of the financial statement preparation process to produce financial reporting in compliance with the generally accepted international accounting principles. At the same time, the internal control system over mandatory sustainability reporting, as an element of Eni's broader System of Internal Control and Risk Management (ICRMS), has the main aim of ensuring that sustainability reporting is prepared in accordance with current regulations.

⁽¹⁹⁸⁾ This section is also provided in accordance with Art. 123-bis, paragraph 2, letter (b) of the Consolidated Law on Financial Intermediation.

⁽¹⁹⁹⁾ Reliability (of reporting): reporting that is accurate and complies with generally accepted accounting principles and meets the requirements of applicable law and regulations.

The rules and methodologies for designing, establishing and maintaining the internal control system over time are defined in the ECG Policy "Internal Control System over Financial and Mandatory Sustainability Reporting" approved by Eni's Board of Directors, most recently on December 12, 2024200.

The Policy provides for the integrated management of risks related to financial and mandatory sustainability reporting, aimed at ensuring alignment with strategic and operational objectives consistent with the ENRICH ECG Policy, and compliance with applicable regulations.

As presented below, the design, implementation and maintenance of the control system over financial reporting are conducted through a structured process that includes a risk assessment phase, the identification of controls to mitigate those risks, the evaluation of the controls and the reporting process. In compliance with the principle of maximising the effectiveness and efficiency of the control system and operational activities, Eni has defined standards and methodologies also to implement and maintain an internal control system over mandatory sustainability reporting. These methodologies leverage synergies with the control system implemented over financial reporting, ensuring compliance with current regulations, which, for example, currently do not require independent third-party auditing of the internal control system.

The contents of the aforementioned Policy have been defined in accordance with the provisions of Art. 154-bis of the Consolidated Law on Financial Intermediation and with the US Sarbanes-Oxley Act of 2002 (SOA), to which Eni is subject as an issuer listed on the New York Stock Exchange (NYSE) and have been analysed in the light of the framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (CoSO)201, which, in relation to the 5 components of the internal control system202, outlines 17 principles whose correct implementation is essential to ensure its effectiveness. In addition, the requirements of Legislative Decree No. 125/2024 regarding the certification issued by the Sustainability Reporting Officer (FRO) have been implemented.

(201) Published in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission and subsequently updated. The Committee of Sponsoring Organisations of the Treadway Commission (COSO) has published a paper entitled "Achieving Effective Internal Control of Sustainability Reporting (ICSR)", which is based on the COSO Internal Control-Integrated Framework (ICIF) and provides several insights into the process of adapting one's Internal Control System in the light of the ESG developments. (202) Represented by the Control Environment, Risk Assessment, Control Activities, Information and Communication and Monitoring.

Eni's Internal Control System over Financial Reporting

⁽²⁰⁰⁾ This regulatory instrument updates and replaces the previous company rules (Management System Guideline) on the subject adopted by the Board of Directors on October 7, 2021.

Legal framework and CoSO Report	The 17 principles of the CoSO Report specifically relate to: (i) the structural elements of the Internal Control System established by the ECG Policy on the Internal Control System over Financial and Mandatory Sustainability Reporting, (ii) control activities provided by other Eni regulatory instruments (MSG, Procedures, etc.) and referring to best practices already adopted by Eni.
Applicability to the subsidiaries	The ECG Policy "Internal Control System over Financial and Mandatory Sustainability Reporting" applies to Eni SpA and its directly or indirectly controlled subsidiaries, including listed companies, in compliance with international accounting standards, consistent with their materiality to Eni's financial reporting.
	All subsidiaries, regardless of their materiality for the purposes of the Eni's Internal Control System over Financial Reporting, adopt the ECG Policy as a reference framework for planning and implementing their own Internal Control System over Financial Reporting, tailoring it to their size and the complexity of the activities carried out.
Risk Assessment of Financial Reporting	Risk assessment is a systematic process aimed at identifying, analysing and managing risks that could compromise Eni's financial reporting. It is a process that starts with establishing risk appetite, defined as the level of risk that an organisation is willing to accept in pursuit of its goals. Risk appetite is also a key component of the risk assessment process as it helps to identify which risks need to be mitigated and the levels of coverage required. A key element in the implementation, maintenance and evaluation of the internal control system over
	financial reporting is the application of the principle of materiality also known as the materiality of information/data in financial reporting (financial materiality principle).
	The materiality threshold constitutes the benchmark for defining the scope of application of the internal control system, which is divided into several selection steps as follows: 1. significant information; 2. company;
	3. relevant business processes in which financial risks are managed; 4. relevant financial risks requiring the application of adequate (design) and effective (effectiveness) controls.
	The materiality threshold is: • calculated by taking into consideration (i) quantitative criteria determined on the basis of the defined risk appetite and taking into account significant information and (ii) qualitative criteria; • the benchmark for assessing the materiality of any control deficiencies and thus the control system as a whole.
Risk Assessment of Sustainability Reporting	Risk assessment is a systematic process to identify, analyse and manage risks that could compromise Eni's mandatory sustainability reporting. This is a core process that starts by establishing risk appetite defined as the level of risk that an organisation is willing to accept in pursuit of its goals. Risk appetite is a key component of the risk assessment process as it helps to identify which risks need to be mitigated and the levels of coverage required.
	The level of risk appetite for selecting significant information (indicators) is defined within the Reporting Officer's organisational structure and provides for the identification of indicators on which to implement control measures to ensure reporting compliance with applicable standards.

The list of relevant indicators is shared with the heads of functions, who use input from internal and external sources203 to propose integrations, if considered relevant and useful for improving the control system.

The control measures, defined for the most relevant indicators, are implemented in the dimensions (e.g. companies/entities/employer lines, etc.) that contribute to a representative coverage204. This approach ensures that control activities are defined by optimising the allocation of resources and ensuring maximum effectiveness in managing the risk of non-compliance of sustainability reporting with applicable standards.

A control system has been defined for relevant companies, processes and the associated risks that is based on two fundamental principles, namely (i) the implementation of controls at all levels of the organizational structure, in accordance with their operating responsibilities and (ii) the sustainability of controls over time, ensuring that their implementation is integrated and compatible with operational requirements.

The structure of the control system over financial and mandatory sustainability reporting includes controls implemented at entity and process levels:

Entity Level Controls (ELC) are the controls that operates across Eni and/or the entity. ELC analysis is carried out via comparison ("benchmarking") with reference practices defined or referred to by institutional bodies (e.g. the Corporate Governance Code) or with international best practices adopted by Eni-comparable entities. The ELCs are structured into control objectives and instructions and are set out in checklists whose applicability is linked to corporate and organisational ownership structure (management and coordination vs. subsidiary). It is also possible to identify direct ELCs, which are controls that operate at control environment-level but which, while remaining pervasive, also have characteristics of specificity and control over the process.The controls implemented at the process level can be defined as: (i) specific controls intended as a set of manual or automated activities aimed at preventing, identifying or correcting errors or anomalies that occur during the course of operational activities; (ii) and pervasive controls intended as structural elements of the control system over financial and mandatory sustainability reporting and aimed at defining a general context that promotes the correct execution and control of operational activities (such as, for example, the segregation of duties and general computer controls, which include all controls designed to ensure the correct operation of IT systems).

Both the controls implemented at the entity level and the controls implemented at the process level are subject to evaluation (monitoring) to verify the adequacy of their design and effectiveness over time.

For this purpose, the following activities have been defined: ongoing monitoring activities carried out by the management responsible for the relevant processes/activities and separate evaluations performed by Internal Audit, which uses agreed audit procedures on the basis of a plan sent by the FRO aimed at defining the scope and objectives of the interventions through agreed audit procedures. In addition to its independent monitoring activities, the Internal Audit function, on the basis of the annual Audit Plan approved by the Board of Directors and prepared using a "top-down, risk-based" approach, carries out compliance, financial and operational audits.

The findings of the independent monitoring conducted by Internal Audit and the periodic reports containing an assessment of the appropriateness of the ICRMS emerging from the audit activities performed are transmitted to the FRO, as well as top management and the control and supervisory bodies for the purpose of conducting the evaluations for which they are responsible.

Line monitoring is entrusted to subjects, differently classified within the organisational structure, operating within the corporate processes that aim to assess the adequacy and effectiveness of the controls on mandatory financial and sustainability reporting and to identify any change in the tools and resources that may affect the adequacy and the effectiveness of the controls.

The control system

Controls at entity level

Evaluation of controls (monitoring)

Monitoring is carried out following a proactive approach in order to promptly identify potential critical issues, trends or future changes that may have an impact on the level of risk control on mandatory financial and sustainability reporting and to promptly identify appropriate corrective actions. The results of the monitoring activities feed the reporting information flow.

The monitoring activities allow (i) the identification of any deficiencies in the control system over financial reporting that are subject to evaluation in terms of probability and impact on Eni's financial reporting. On the basis of their relevance they are classified as "deficiency", "significant deficiency" or "material weakness"; (ii) the detection of any findings205 on relevant indicators, in order to verify the existence of circumstances that may prejudice the issuance of the compliance statement required by current legislation on mandatory sustainability reporting.

The results of the monitoring activities are included in a periodic reporting on the status of the control system over financial and mandatory sustainability reporting, which is supported by IT tools that ensure the traceability of the information on the adequacy of the design and effectiveness of the controls. Reporting

On the basis of this reporting activity, the FRO issues a report on the adequacy and actual implementation of the control system over to financial reporting. FRO Report

Following the CEO's approval, the report is submitted to the Board of Directors, after review by the Control and Risk Committee, during the approval of the draft Annual and Half-Year Financial Statements, to ensure the execution of the aforementioned supervisory activities and evaluations regarding the Internal Control System over Financial Reporting. Furthermore, the above-mentioned report is also shared with the Board of Statutory Auditors, in its role as the "Audit Committee" pursuant to US law.

For the Board's assessments, on the adequacy and effectiveness of the Internal Control and Risk Management System as well as the powers and means available to the FRO and compliance with the administrative and accounting procedures prepared by the same, please refer to the first paragraph of the "Internal Control and Risk Management System" section, in the part relating to the assessments of the Board of Directors. The Board assessment

Finally, the activities of the FRO are supported at Eni by various individuals whose duties and responsibilities are defined in the ECG Policy referred to earlier.

3.11.8 Model 231

In accordance with the Italian regulations concerning the administrative liability of legal entities deriving from criminal offences contained in Legislative Decree No. 231 of June 8, 2001 (henceforth, "Legislative Decree No. 231/2001"), legal entities, including corporations, may be held liable — and consequently fined or subject to prohibitions — in relation to certain crimes committed or attempted in Italy or abroad in the interest or for the benefit of the Company. Companies may always adopt an appropriate organizational, management and control model to prevent such crimes. Italian Legislative Decree No. 231/2001

Eni SpA Model 231 establishes the control arrangements (general transparency standards for activities and specific control standards) for the purpose of preventing the offences envisaged under Legislative Decree No. 231/2001. Eni SpA Model 231

Eni SpA Model 231 is made up of a General Part called "Model 231 of Eni SpA" and of a Special Part called "Processes, Sensitive Activities and Specific Control Standards of Model 231", dictating the control measures that are then set out in the organisational and/or regulatory instruments of the company.

The Special Part, in particular, identifies sensitive activities, that is, those corporate activities implying a criminal risk due to the liability of entities, pursuant to Legislative Decree No. 231/2001, and lists the related control standards against the risk. A specific legislative appendix has been prepared for in-depth regulatory information on Legislative Decree No. 231/2001 and on predicate offences, which may, under the conditions laid down in the same legislation, determine the liability of the entity.

The CEO, who is already in charge, of implementing the Model 231, is also responsible for updating it. The CEO is supported in performing this duty by the 231 Technical Committee206.

The Board of Directors, upon proposal of the CEO, having heard the Control and Risk Committee and the Board of Statutory Auditors, approves any amendments and/or additions regarding Chapters 3, 4, 6, 7 and 8 of the General Part207. Amendments and/or additions regarding definitions and Chapters 1, 2 and 5 of the General Part208, as well as those relating to the Special Part take effect immediately as they are approved by the Chief Executive Officer who submits them, for information, to the Board of Directors209.

The latest version of the General Part of Eni SpA's Model 231 approved on November 18, 2021 by the Board of Directors adds value, for the purpose of integrated compliance and alignment with recent best practices on the subject210 to the Eni SpA internal control system and its various constituent compliance programmes.

On the other hand, with reference to the Special Part, on July 17, 2024 the Chief Executive Officer of Eni SpA approved the new document "Processes, Sensitive Activities and Specific Control Standards of the Model 231", updated with reference to the predicate offences of "Obstruction of public tendering", "Obstruction of the procedure for choosing a contractor" and "Fraudulent transfer of values", added to Legislative Decree No. 231/2001 by Law No. 137 of October 9, 2023.

Regulatory and organizational models for subsidiaries

Eni SpA promotes the adoption and effective implementation by all its Italian and foreign subsidiaries of suitable systems for preventing the risk of corporate liability deriving from crimes. In particular, it makes each subsidiary aware of the importance of having an up-to-date internal control system suitable for preventing its representatives, employees or senior management, partners and suppliers and anyone operating in its interest from committing a crime. According to the provisions of Eni's internal regulatory instruments, the individual subsidiaries' exercising of their autonomy makes them responsible for the adoption and implementation of their respective Models 231 and Compliance Models on corporate administrative responsibility, consistent with the provisions of the Model 231 of Eni SpA, suitably adapted to take into account applicable local legislation, the specific operations of the entity and its organisation.

The representatives designated by Eni SpA in the corporate bodies of Eni associated companies – including jointly owned companies, consortia and joint ventures – promote, within their respective areas of competence, the adoption of corporate responsibility risk prevention systems, consistent with the measures adopted by Eni.

Responsibility for updating the Model 231

⁽²⁰⁶⁾ Composed of the Heads of Units of the structures of the Integrated Compliance, Legal Affairs and Commercial Negotiations, Human Resources and Organization and Internal Audit functions, as provided for in the relevant internal regulatory instrument. (207) In particular, Chapter 3 "Identification, analysis and assessment of risks pursuant to Decree No. 231/2001: the methodology of

Eni SpA"; Chapter 4 "231 Supervisory Body"; Chapter 6 "Disciplinary and sanctioning system"; Chapter 7 "Rules for updating the Model 231 "; Chapter 8 "Organizational model and subsidiaries and affiliated companies".

⁽²⁰⁸⁾ In particular, Chapter 1 "The Model 231 of Eni SpA"; Chapter 2 "Eni SpA and its governance and internal controls risk management systems"; Chapter 5 "Addressees of Model 231 and communication and training activities".

⁽²⁰⁹⁾ The Head of the Integrated Compliance function, on the proposal of the Technical Secretariat, after informing the 231 Supervisory Body and having received a positive opinion from the 231 Technical Committee, can make purely formal changes to the Model 231. The same updating procedure also applies to the regulatory annex, on Legislative Decree No. 231/2001 and on predicate offences.

⁽²¹⁰⁾ Confindustria, "Guidelines for the setting of organization, management and control models pursuant to Legislative Decree of June 8, 2001 No. 231" (June 2021).

Compliance Models regarding corporate responsibilities for subsidiaries of Eni

The ECG Policy "Compliance Models regarding Corporate Responsibilities for Subsidiariesof Eni" sets out the constituent elements of the Models 231 of Italian subsidiaries and of the Compliance Models of foreign subsidiaries, establishing the reference framework and the guidelines on: (i) the essential elements that must be incorporated in the Models; (ii) the corporate administrative liability risk classification systems, in order to modulate the relevant obligations and fulfilments to be borne by the subsidiaries, in accordance with their respective levels of risk; (iii) the minimum requirements for the composition, appointment and powers of the Supervisory Bodies of Italian subsidiaries and of the International Supervisory Bodies of foreign subsidiaries; (iv) mandatory training on current legislation regarding corporate administrative liability and on the principles expressed in the relevant regulatory instruments; (v) the disciplinary system in the event of breach of 231 Models and Compliance Models.

The foreign subsidiaries make use, depending on the level of corporate liability risk, of relevant specialist support of a Corporate Liability Counsel or a Contact Person, established within the Eni SpA Integrated Compliance Function.

This restructuring also aimed at strengthening the risk-based approaches in the design of controls, and enhancing the integration of controls carried out in other areas (combined assurance) with the consequent optimisation of obligations for subsidiaries.

Commitment, awareness, spreading of the culture and training

The Board of Directors plays a fundamental role with regard to Model 231 issues since it has given itself the power to approve the General Part of the Model 231 and the above-mentioned Policy ECG Compliance Models regarding corporate responsibilities for subsidiaries of Eni and establish and appoint the members of the Eni SpA 231 Supervisory Body, on whose activities it receives periodic reporting through the CEO. The CEO is responsible for implementing and updating the Model 231 in compliance with the powers granted to him by the Model.

The Eni 231 Supervisory Body has, inter alia, the task of ensuring that the Model 231and its updates are maintained and communicated and disseminated in accordance with its provisions. The role of the 231 Supervisory Body

Disciplinary System

Training and communication

The role of Eni's Board

Furthermore, in accordance with provisions of the law, a disciplinary system for punishing any violations of the Model 231 and failure to comply with corporate procedures for implementing control systems were incorporated into the Model.

Training on the contents of Legislative Decree No. 231/2001 and the Model 231 is an important requirement for its implementation. In this context, Eni is committed to facilitating and promoting management and employee awareness of the Model 231, with a degree of knowledge that varies depending on the position and role and taking into account the level of risk of the different activities performed by personnel.

With reference to training and communication on corporate responsibility, the following initiatives were carried out for Eni employees in 2024:

• Online training: the provision of (i) the new specialised e-learning course for medium and high-231 risk staff members continued, involving 15,344 employees, with a 91% participation rate (with compulsory learning assessment) and (ii) the basic e-learning course on "Code of Ethics, Anti-Corruption and Corporate Administrative Responsibility", for the entire Eni population, in Italy and abroad, which was taken up by 2853 newly hired employees;
• Managing Director Training: in June 2024 a new edition of the training event was held for the Managing Directors of a number of Eni companies in Italy and abroad, aimed at supporting the development and consolidation of the Eni Managing Director professional profile, offering insights into the exercise of the apex role. As part of the initiative, representatives of the Business Integrity Compliance unit gave a speech on 231 and anti-corruption issues;
• Training of newly hired staff in the procurement area: in June 2024, a workshop was held on Compliance and Governance, which also involved discussion of Legislative Decree No. 231/2001, the 231 Model and the role of Eni SpA's 231 Supervisory Body;

• Global initiatives: awareness-raising activities on 231 issues continued, via a special informative video shown at the opening of workshops for employees of Italian companies, organised for each compliance area. As regards the anti-corruption workshops held for high-risk staff members during the year, an overview of the 231 issue and the role of the Supervisory Board is usually provided, with a specific focus on the risk profiles of the parent company. Moreover, at foreign subsidiaries, general workshops on the compliance model on corporate responsibility were also conducted for the members of the Local Compliance Committees as well as specialist training on the design of the control measures applicable to corporate processes at risk and aimed at process management.

Finally, on April 17, 2024, the event "Meeting between Eni Group Supervisory Bodies: current scenarios of corporate administrative responsibility" was held. The meeting was proposed by the Supervisory Board of Eni SpA, with participation invites extended to all the Supervisory Bodies of the Eni Group. The aim was to encourage coordination and operational synergy, enhance the achievement of unitary objectives and to foster the exchange of information between the Group's Supervisory Bodies.

3.11.9 Anti-Corruption Compliance Program

In accordance with the "zero tolerance" principle expressed in the Code of Ethics, Eni prohibits any conduct that could facilitate or promote corruption and/or money laundering. To this end, Eni has adopted a system of rules, controls and organizational measures aimed at preventing corruptionrelated crimes and money laundering (Anti-Corruption Compliance Program).

The system of rules and controls for preventing corruption and money laundering

The Eni Anti-Corruption Compliance Program, characterized by its dynamism and constant attention to the evolving national and international regulations and best practices, was developed in accordance with the applicable anti-corruption laws and international conventions, including the United Nations Convention Against Corruption, the US Foreign Corrupt Practices Act and the UK Bribery Act211.

(211) Among the most important: UNI ISO 37001:2016 "Anti-bribery management systems"; UNI ISO 37301:2021 "CMS Compliance Management Systems - Requirements with guidance for use"; United Nations Global Compact/Transparency International "Reporting guidance on the 10th principles against corruption" (2009); UK Ministry of Justice, "Guidance about procedures which relevant commercial organisations can put in place to prevent bribery" (2010); International Chamber of Commerce, "Rules on Combating Corruption" (2011, last updated in December 2023); U.S. Department of Justice and Securities and Exchange Commission, "A Resource Guide to the U.S. Foreign Corrupt Practices Act" (2012 - last updated in November 2020); U.K. Ministry of Justice, "Bribery Act 2010: Guidance to help commercial organisations prevent bribery" (2012); Transparency International, "Business Principles for Countering Bribery" (2013); OCSE "Recommendation of the Council for Further Combating Bribery of Foreign Public Officials in International Business Transactions - Annex II: Good Practice Guidance on Internal Controls, Ethics and Compliance" (November 2021).

Internal rules and mandatory adoption for subsidiaries

The primary internal rules are represented by the ECG Policy "Anti-Corruption". On March 18, 2025, the Board of Directors approved the fundamental guidelines of the Policy, after consulting with the Control and Risk Committee and after heard the Board of Statutory Auditors. The Policy will replace, at the time of issuance, the previous internal legislation on the subject (MSG Anti-Corruption approved on June 24, 2021)212 in line with the new Eni Regulatory System. Furthermore there are additional detailed regulatory instruments governing risk activities and defining the control instruments that the Company makes available to its staff to prevent and counteract the risk of corruption and money laundering. Eni's subsidiaries, in Italy and abroad adopt, by resolution of their Board of Directors (or equivalent body), the ECG Policy "Anti-Corruption" and the other anticorruption regulatory instruments.

Eni does its utmost to ensure that both the Company and the entities in which Eni has a non-controlling interest comply with the standards laid down in its internal anti-corruption and anti-money laundering rules, adopting and maintaining an adequate internal control system suitable for preventing the violation of applicable anti-corruption and anti-money laundering laws and consistent with the laws and regulations governing the business in the country in which the company or entity is established or where its activities are based.

The Anti-Corruption and Anti-Money Laundering Unit

Anti-corruption due diligence and Anti-Money Laundering Unit

To ensure the effectiveness of the Anti-Corruption Compliance Program, in 2010, Eni established a dedicated unit, with adequate qualifications in terms of authority and independence, within the Integrated Compliance function, reporting directly to the Eni SpA CEO.

The Anti-Corruption and Anti-Money Laundering Unit, with specific expertise in the field, is responsible, among other things, for supervising the design and implementation of the Anti-Corruption Compliance Program and providing specialised anti-corruption and anti-money laundering assistance in relation to the activities of Eni SpA and its subsidiaries, with particular reference to the assessment of the reliability of counterparties potentially at risk ("anti-corruption due diligence and anti-money laundering"), the management of any critical issues/red flags that may have emerged and the preparation of the related contractual safeguards.

In particular, it is establishes that the results of the due diligence process, including any observations of the anti-corruption and money laundering unit, shall be brought to the attention of the person or body authorising the related transaction, including the Board of Directors.

Activity of the Integrity Due Diligence Competence Center

On June 1, 2023, the Integrity Due Diligence Competence Center was launched, with the aim, when fully operational, of conducting anti-corruption and anti-money laudering due diligence checks on potential counterparties across the entire Eni Group, through a specialised operational service. The move to centralised management to a competence centre is aimed at gaining efficiency, optimisation and digitisation of compliance controls, with enhanced methods and quality of controls while leaving the responsibility for anti-corruption and anti-money laundering due diligence unchanged in the hands of the business lines.

At the date of this Report, the activity of the Integrity Due Diligence Competence Center focuses on the following areas of Eni:

• Support Function (Technology, R&D & Digital and relevant subsidiaries, Identity Management, Public Affair, External Communication, Integrated Compliance);
• Global Natural Resources (Global Gas & Lng Portfolio, Power Generation & Marketing, CCUS, Forestry & Agro-Feedstock, HSEQ Global Natural Resources, Sustainability and, limited to Due Diligence Headquarters, Development, Operations & Energy Efficiency, Exploration and Eni Natural Energies SpA);
• Industrial Transformation and reference subsidiaries with progressive extension to the additional areas of Eni and its subsidiaries, falling within the scope of centralisation.

The Anti-Corruption and Anti-Money Laundering Unit also provides information to management and to the Company's control bodies by preparing an annual report and a half-year update on the relevant activities in the context of the Anti-Corruption Compliance Program. This report and the six-monthly update form an integral part of the Integrated Compliance Report and follow the related information flows213.

The anti-corruption training program for all Eni employees (including part-time) includes online courses (e-learning) and training events in the classroom (workshops).

To identify the staff to be trained, Eni employees are divided according to their level of corruption risk, using a specific risk assessment methodology. The training programme has different depth levels ("basic", "specialist" and "ultra-specialist") depending on the specific risk level identified.

Also, in order to identify the companies to be involved in the classroom sessions, the Anti-Corruption and Anti-Money Laundering unit plans the training activities taking into account the corruption risk level of each Country/company, determined through a set of appropriately identified indicators. The classroom courses consist of general workshops on Eni's Anti-Corruption Compliance Program and job-specific training on specific anti-corruption topics.

With regard to the contents of the training activities, a general overview of the anti-corruption and antimoney laundering laws applicable to Eni, the risks that could arise from violating them and a description of the Anti-Corruption Compliance Program adopted by Eni to address such risks are provided during the workshops. To make the training experience more engaging and practical, an interactive format based on practical cases with multiple choice questions is used to test the level of understanding of the topics covered and stimulate classroom discussion on issues of interest to the reality being trained.

In 2024, the following online courses continued:

• "Eni's Anti-Corruption Compliance Program" e-learning course, a specialised course aimed at staff members at high and medium corruption risk, with six training briefs, divided into a practical, a theoretical and a compulsory learning assessment module;
• "Code of Ethics, Anti-corruption and Corporate liability" e-learning course, aimed at the entire Eni population in Italy and abroad.

NUMBER OF PERSONNEL TRAINED IN 2024

E-Learning "Eni's Anti-Corruption Compliance Program"	9,332
E-Learning "Code of Ethics, Anti-corruption and Corporate liability"	2,853
General workshop	1,503
Job Specific training	937

In addition, in 2024, the Anti-Corruption and Anti-Money Laundering unit:

• designed a competitive seminar held in the classroom, to make the workshop experience more interactive engaging and with a competitive slant. The new seminar will consist of several test sessions and business cases, which participants will have to tackle individually and in teams, supported by a dedicated app;
• held a general anti-corruption workshop aimed at Eni's M&A function. It was attended also by some members of the Board of Directors and the Board of Statutory Auditors of Eni SpA;
• as part of the agile training aimed at increasing participant involvement, it launched a videogame on anti-corruption, in which the protagonist goes through a working day simulation and is faced with sixteen different dilemmas in corruption-risk scenarios. The video game was completed by 626 employees;

Reporting by the Anti-Corruption and Anti-Money Laundering Unit

Training

• continued its work of providing regular information and updates on anti-corruption and anti-money laundering issues by creating content for the "Compliance flashes"214, periodically sent by the Integrated Compliance function to the Company's top management;
• as part of its training initiatives for third parties, it organised a number of sessions for specific categories of Enilive counterparts (agents, LPG dealers and lubricant resellers in Italy) and continued to provide an online course for suppliers at high-risk.

It should also be noted that the Anti-Corruption and Anti-Money Laundering Unit carried out anticorruption projects in 2024 as part of the following initiatives:

• online event on Compliance aimed at compliance officers of Natural Resources subsidiaries (January 2024);
• webinar on the subcontracting authorisation process aimed at Procurement function employees and logistics contract managers (June 2024);
• training event for Managing Directors of some Eni subsidiaries (June 2024);
• "Compliance and Governance" workshop for newly hired employees in procurement (June and October 2024);
• "Embracing challenges and risks" aimed at the first "key" lines of CEOs of subsidiaries (November 2024).

Participation in conferences and working groups

The global assessment by independent legal expert

Certification ISO 37001:2016 Eni's experience in anti-corruption and anti-money laundering matters is also gained through continued participation in international events and working groups, that represent, for Eni, an instrument for growth and promotion and diffusion of its values. In this connection, Eni actively participated in the Partnering Against Corruption Initiative (PACI) of the World Economic Forum, O&G ABC Compliance Attorney Group (a discussion group addressing anti-corruption issues in the oil and gas industry) and in the International Chamber of Commerce (ICC).

With regard to external assessments of Eni's Anti-Corruption Compliance Program:

• in 2013, a global assessment was performed by an independent legal expert to assess the effectiveness of the Anti-Corruption Compliance Program in terms of the adequacy of its procedural design and the effective application of such design. The assessment found that both the design and application of the Compliance Program were sound overall, in line with the appropriate benchmarks and international best practices;
• in January 2017, was the first Italian company to receive the ISO 37001:2016 "Anti-bribery Management Systems'' certification for its Anti-Corruption Compliance Program. To maintain this certification, Eni is cyclically subjected to surveillance audits (two every three years) and recertification audits (one every three years). These audits have always been completed successfully since 2017.

3.11.10 Antitrust Compliance Program

In order to ensure compliance with antitrust rules, as expressly referenced in the Code of Ethics, Eni has adopted specific internal rules aimed at disseminating awareness of antitrust legislation within Eni and its Italian and foreign subsidiaries and at ensuring adequate oversight in order to prevent any violations.

ECG Policy Antitrust

With a view to continuous improvement, these rules have been subsequently updated and transformed, in April 2017, into the Antitrust Compliance Program, as formalized in the ECG Policy, "Antitrust", which applies to Eni and its subsidiaries and was most recently updated in 2024. The Antitrust Compliance Programme complies with national and international best practices, including the Italian Competition Authority's Guidelines on Antitrust Compliance and ISO 37301 standards. Eni further undertakes to exert influence over the various entities in which the Company does not hold a controlling interest such that they will adopt guidelines similar to those of the ECG Policy "Antitrust".

(214) These are information briefs drawn from freely accessible sources concerning integrity and, more generally, compliance issues (including any anti-corruption issues) that may be of interest to Eni in view of the themes addressed or geographical areas to which they refer.

To implement the Antitrust Compliance Program, a specific Company function is charged to preliminarily assess compliance of certain business initiatives with antitrust rules and to identify related risks and specify measures to mitigate those risks. The same Company function is also charged of periodicaly analysing the adequacy of the Antitrust Compliance Program – taking account of the risks encountered and related guidelines and best practices, also with a view to proposing potential updates – and of taking care of related training programs.

3.11.11 Consumer Protection Compliance Program & Green Claims

On November 16, 2023, the Board of Directors of Eni SpA approved the new ECG Policy "Consumer Protection & Green Claims" ("Policy"), which cancelled and replaced the Code of Business Practices and Advertising MSG.

The new Policy, an integral part and foundation of the broader Consumer Protection & Green Claims Compliance Program, complies with national and international best practices, including the Italian Competition Authority's Guidelines on Antitrust Compliance and ISO 37301 standards.

The Policy promotes a new vision of consumer protection compliance and, specifically:

• responds to the institutional/market context, taking into account the role of the consumer in Eni's strategic context, and is inspired by the United Nations Sustainable Development Goals (SDGs);
• adopts an ethical approach ("beyond compliance"), in line with Eni's Code of Ethics;
• focuses on environmental communication issues to increase sanction and reputational risk;
• establishes a risk-based approach with the efficient prior involvement of the consumer protection specialist unit on the basis of the inherent risk of business activities.

The Consumer Protection & Green Claims Compliance Program establishes that the consumer protection specialist unit, in addition to providing specialised assistance and support on consumer and micro-business protection regulations (including supporting Eni and its subsidiaries in Italy and abroad to implement commercial and marketing practices and environmental communication in compliance with the principles of best practice and professional fairness), will be responsible for the relevant training initiatives, always adopting a risk-based approach.

3.11.12 ECG Policy Privacy and Data Protection

Eni has established guiding principles concerning data protection in its Code of Ethics and has long been committed to implementing policies to protect the personal data of its employees, customers, suppliers, shareholders, partners, stakeholders, and all other persons with which the organization comes into contact. For these purposes, Eni has long adopted Regulatory Instruments on Privacy and Data Protection, whose latest update took place with approval, by the Board of Directors of Eni SpA on December 12, 2024, of the revision of the fundamental guidelines of the ECG Policy "Privacy and Data Protection".

The Policy is the heart of the Privacy Compliance Model for Eni and its subsidiaries in Italy and abroad and establishes a system for protecting the rights and personal data of data subjects215.

Eni has appointed a central Data Protection Officer (DPO) for the Group, a position required by law, who is responsible for providing information and advice on data protection issues and overseeing the application of related laws and regulations. A specific Company function is also responsible for overseeing coordination with the subsidiaries and ensuring the flow of information between the DPO and the Company functions or third parties involved, while also providing specialist support to Eni ECG Policy Consumer Protection & Green Claims

ECG Policy Privacy and Data Protection

The Data Protection Officer and the coordination with the subsidiaries

(215) For the Privacy and Data Protection Compliance area, the main reference models and best practices are: (i) the guidelines, recommendations, decisions and opinions expressed by the European Data Protection Board ("EDPB") and those of the "Article 29" work group (Art. 29 WP) to the extent such documents have been confirmed by the EDPB, (ii) the provisions, general provisions, guidelines and opinions expressed by national and international Authorities on privacy and data protection (e.g. the Italian Data Protection Authority).

and its subsidiaries and helping to design initiatives with an impact on privacy and data protection ("privacy by design"), supporting Eni and its subsidiaries in adopting an organisational structure and processes that comply with applicable laws and regulations, including the guidelines and other recommendations of regulators, and overseeing training programs.

3.11.13 Procedure for whistleblowing reports received by Eni SpA and by its subsidiaries

Since 2006, Eni has adopted internal rules aligned with national and international best practices and with Directive (EU) 2019/1937 and related transposing regulations to manage the process of receiving, analyzing and processing whistleblowing reports received by Eni SpA and its Subsidiaries.

• On March 6, 2024, the Board of Statutory Auditors last approved these internal rules, which provide for the management of any communications received by Eni concerning conduct — referring to Eni people or anyone who operates or has operated in Italy and abroad in the name, on behalf or in the interest of Eni — in violation of laws and regulations, provisions of the Authorities, the Code of Ethics, the Model 231 or Compliance Models for foreign subsidiaries and internal regulations. Whistleblowing reports
• A specific software platform is available to facilitate receiving reports. Whistleblowers are invited to use this IT tool, that guarantees the confidentiality of the identity of the Whistleblower, as well as the content, including the identity of the reported person. The platform, in line with applicable regulations, ensures the management of autonomous channels for Eni SpA and its subsidiaries216 and it is duly publicized on the related websites. Alternative means of collecting reports are also set up, easily accessible and available on company websites. Reporting channels

The Whistleblowing Team217 ensures that all communications received on the dedicated channels are reviewed and, for those deemed to meet the requirements of a substantiated report, it ensures that the checks are carried out to determine, in the shortest possible time and in compliance with the principle of guaranteeing confidentiality and anonymity and protecting the whistleblower.

Assessments involving whistleblowing reports are summarized in "whistleblowing files" and aimed not only at determining the truthfulness or otherwise of the reported facts, but also formulating any recommendations regarding corrective actions to strengthen the ICRMS. Investigation phase

At the outcome of the investigations, the reporting files are submitted to the approval of Eni Board of Statutory Auditors218, as Audit Committee under US law and, if relevant, to the examination of the Eni SpA 231 Supervisory Body. The Whistleblowing Team also ensures the necessary information flows on the investigative activities performed, to the Control Bodies of the Subsidiaries, if present, for the reports within their remit. Information flows

(218) Eni's Board of Statutory Auditors shall inform the Control and Risk Committee about the whistleblowing files sent to Consob pursuant Art. 149, paragraph 3 of the Consolidated Law on Financial Intermediation and the files submitted as founded reports on facts deemed relevant or at least significant for the purposes of the ICRMS.

⁽²¹⁶⁾ In compliance with the provisions of Directive (EU) 2019/1937 and its transposing laws, in order to ensure proximity to the Whistleblower, autonomous channels have been set up for Subsidiaries with more than 249 employees or in other cases where it is necessary for the fulfilment of the obligations of the local regulations implementing the aforementioned Directive. Regardless of the subject of the report and the Eni entity involved in it, everyone is always guaranteed the option of sending reports directly through the Eni SpA channel. These reports will be handled in compliance with and in application of Italian whistleblowing legislation.

⁽²¹⁷⁾ The Whistleblowing Team is composed of the heads of units of the following Eni SpA functions, identified by the respective heads who are members of the Whistleblowing Committee: (i) integrated compliance, (ii) legal affairs and commercial negotiations, (iii) human resources and organization, (iv) internal audit and (v) administration and financial reporting. For handling of Reports received through the Subsidiary's proximity channel, the Team further includes a contact person appointed by the company concerned.

3.11.14 Litigation Management Regulations

The "Litigation Management" regulations, last updated on February 10, 2023, govern the process of the communication and internal communication of news concerning, in particular, developments in significant litigation or administrative proceedings219 involving Eni SpA and/or its subsidiaries and requires that a team of Eni's top managers ("TeamPEG")220, each in their area of expertise, oversees the coordination of the necessary actions, while respecting the legal and operational autonomy of the subsidiaries and their control and supervisory bodies, including for the proper exercise of management and coordination functions by Eni SpA, where applicable.

The measures governed by the regulation contribute to the effectiveness of the ICRMS, in part to ensure consistency in the action of Eni SpA and its subsidiaries in response to significant legal events.

3.11.15 ECG Policy "Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties"²²¹

On November 16, 2023, Eni's Board of Directors, having received a favourable and unanimous opinion of the Control and Risk Committee, approved the fundamental guidelines of the ECG Policy "Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties" ("Policy")222, updating the previous internal guidelines ("MSG"), first adopted in implementation of Consob regulations on November 18, 2010223.

The procedure, drafted on the basis of the principles of the new Eni Regulatory System, has been streamlined, by bringing the reference principles, as well as the roles and responsibilities of the corporate figures involved, in the Policy fundamental guidelines. On the other hand, the detailed investigative flows, as well as those functional to the periodic disclosures, the rules of the database, the regulatory references and the definitions referring to the international accounting standards have been reported in the Policy's implementation procedures.

The rules for populating the "Related Parties and Persons of Interest" database (hereinafter the "Database"), as well as the operating procedures relating to public disclosure obligations, are the subject of the Global Procedure "Operational implementation of the Policy Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties".

At its the meeting of January 28, 2025, the Board of Directors, having obtained the favourable opinion of the Control and Risk Committee, assessed the Policy as adequate224.

The current Policy, while being largely based on the definitions and provisions of the Consob Regulation, extend the rules for transactions carried out directly by Eni to all transactions undertaken by subsidiaries with related parties of Eni SpA, with a view to enhancing safeguards and improving functionality.

(219) Specifically, notices, news and requests received by Eni SpA and/or its subsidiaries or that it is made aware of concerning legal or administrative proceedings of particular significance to Eni during the preliminary or trial stage or in the course of investigation or expressly indicated as possible by the authority that has the power to initiate it once the investigations in progress have been completed.

(220) The Team is composed of the Head of Legal Affairs and Commercial Negotiation, as Team coordinator, the Head of Stakeholder Relations & Services, the Head of Corporate Affairs and Governance, the Head of Internal Audit, the Head of External Communication, the Head of Public Affairs and the Head of Integrated Compliance.

(221) The ECG Policy "Transactions involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties" is available in the Governance section of the Company's website.

(222) The Policy applies from December 19, 2023. The implementation procedures have been updated, most recently, on March 2025.

(223) The first version of the MSG, dated November 18, 2010, had repealed and replaced the previous company rules approved on February 12, 2009.

(224) At its meeting of January 19, 2012, the Board of Directors conducted the first annual review of the MSG, as required by the document itself, in advance of the three-year deadline set by Consob. The Board consequently modified the first version of the MSG in a number of areas with a view to facilitating the application of the procedures. The MSG and the subsequent amendments received the unanimous, favourable opinion of the former Internal Control Committee of Eni, composed entirely of independent Directors under the provisions of the then in force Corporate Governance Code and in accordance with the Consob Regulation. At its meetings on January 17, 2013, January 16, 2014, January 20, 2015, January 19, 2016, March 17, 2017, January 18, 2018, January 17, 2019, January 16, 2020, January 21, 2021, January 20, 2022, and January 26, 2023, the Board of Directors, after receiving a favourable opinion from the Control and Risk Committee, conducted an annual review of the MSG. At the meeting on November 16, 2023, at which the Policy was approved, the Board of Directors deemed its design appropriate.

Purpose of regulations and TeamPEG

Eni's procedure

Consob regulation and Eni's choices

Types of transactions	In line with the provisions of Consob, the definition of "Related Party", expanded and defined in greater detail, and the other definitions functional to the application of the discipline, including that of "transaction" are aligned with the international accounting standards in force (with "moving reference" to the IAS pro tempore in force) and placed in the Implementation Procedures of the above-mentioned Policy.
	Transactions with related parties are divided into transactions of lesser importance, of greater importance and exempt transactions, with procedural arrangements and transparency requirements that vary based on the type and importance of the transaction.
Independent directors	In general, the independent Directors on the Control and Risk Committee or the Remuneration Committee — in the case of certain remuneration issues — play a central role in all significant transactions with related parties. Specifically, for transactions of lesser importance, the procedures require that the relevant committee express a reasoned, non-binding opinion on the Company's interest in completing the transaction and the economic benefits and substantive fairness of the underlying terms, also providing that this opinion must be attached to the minutes of the meeting.
	In line with the provisions of Consob, the definition of "Director involved in the transaction" is reported providing, as for directors in conflict of interest, the obligation to abstain from discussion and voting, also extended to the decisions of the Control and Risk Committee and the Remuneration Committee.
Exempt transactions	Exempt transactions are low-value transactions, categorized by counterparty type, as well as ordinary transactions carried out under market or standard conditions225, intercompany transactions and remuneration transactions, as specified in the Policy, and certain transactions aimed at all shareholders on equal terms, in accordance with the provisions of Consob's "Related Parties" Regulation.
Transactions of greater importance	For transactions of greater importance, without prejudice to the decision-making powers reserved to Eni Board of Directors, the relevant committee is involved early in the negotiation phase and in the preparatory phase of the transaction by receiving complete and updated information and expresses a binding opinion on the Company's interest in the completion of the transaction and the economic benefits and substantive fairness of the underlying terms.
Disclosure to the public	With regard to the disclosures to be provided to the public, the relevant provisions of the Consob Regulation have been fully incorporated in the Policy.
Internal processes	The Policy also sets out the timing, responsibilities and verification tools to be used by Eni employees involved and the reporting requirements that must be complied with for the correct application of the rules. In particular, from a risk-based perspective, a mapping of the activities at risk was introduced, including the relative level of associated risk and the graduation of the mitigation measures.

(225) A prior verification by the Control and Risk Committee (or the Remuneration Committee) of the applicability of the case of exclusion for the most significant transactions deemed ordinary or carried out at conditions equivalent to market or standard conditions was ordered. In particular, specific information must be communicated to the Control and Risk Committee (or the Remuneration Committee), including the reasons for which the transaction is deemed to be ordinary and carried out at equivalent to market or standard conditions, providing objective elements of feedback, so that the Committee verifies the correct application of the exclusion conditions. If the Committee ascertains that it is not possible to apply the exclusion, the procedure for Transactions with Related Parties of Greater Importance applies. If, on the other hand, the Committee ascertains the correct application of the cause of exclusion, the Transaction can be submitted to the competent body for approval. Consob must be notified within seven days of approval of the Transaction.

Additionally, consistent with the choice made with the previous system, the Policy includes specific rules for transactions in which a Director or a Statutory Auditor holds an interest, whether directly or on behalf of third parties, also detailing cases with particular reference to subsidiaries. More specifically, the MSG contains specific monitoring, evaluation and motivation requirements related to the preliminary phase and to the completion of a transaction with a party of interest to a Director or a Statutory Auditor.

In this regard, both in the preliminary and approval phase, a detailed and documented examination of the reason for the transaction is required, showing the interest of the Company in its completion and the economic benefits and fairness of the underlying terms. In any case, if the transaction is under the responsibility of the Eni Board of Directors, a non-binding opinion from the Control and Risk Committee is required.

To ensure prompt and effective verification of the implementation of the Policy, a database was created listing related parties and Eni subjects of interest, together with a computer search application, most recently updated in 2024, that the agents of Eni and the subsidiaries responsible for preparing transactions must access in order to determine the nature of the transaction counterparty.

Moreover, to ensure an effective system of control over transactions, every quarter, the CEO must report to the Board of Directors and to the Board of Statutory Auditors on the execution of individual transactions with related parties and subjects of interest of Directors and Statutory Auditors, which are not exempt from the provisions of the Policy, and prepare a half-year aggregate report on all transactions with related parties and subjects of interest (exempt and non-exempt) carried out during the reporting period. The Policy also establishes that the half-year reporting to the Board of Directors and Board of Statutory Auditors shall be sent in advance to the Control and Risk Committee as well.

Additionally, it is stated that the Control and Risk Committee shall receive immediate information on transactions with Directors of Eni SpA or their related parties, other than remuneration, to which a reason for exclusion applies. This information must be provided after the execution of the transaction, in the first meeting of the Committee. In the case of the application of the small transaction exclusion case, the report is made at the same time as the half-year report.

The Board of Statutory Auditors monitors the compliance of Eni's procedures with the principles set out by Consob concerning related parties226, as well as whether they comply based on information received and reports to the Shareholders' Meetings on its activities.

Numerous training and information meetings have been held since 2015, coordinated by Corporate Affairs and Governance function, involving all the functions of Eni and its unlisted subsidiaries most affected by the relevant legislation. This activity was flanked by training sessions for the Board of Directors and the Board of Statutory Auditors. The first was held immediately after the appointment of the new Board of Directors and Board of Statutory Auditors, in which the main aspects of the regulations and responsibilities associated with the bodies and their members were reviewed, and the second when the Policy was approved, focused on the main changes made. In 2024, training on this subject covered the employees of newly acquired subsidiaries.

Transactions involving the interest of Directors and Statutory Audtors

Database

Periodic reporting

Monitoring role of the Board of Statutory Auditors

Training

(226) The oversight function of the Board of Statutory Auditors is governed by Art. 2391-bis of the Italian Civil Code, Art. 4, paragraph 6 of Consob's "Related Parties" Regulation, as well as the relevant internal regulations.

3.11.16 Management System Guideline "Market Information Abuse (Issuers)"

Managing of corporate information and inside information in particular

Eni recognises that information is a strategic corporate asset and as such must be managed so as to safeguard the interests of the Company. Moreover, the correct disclosure of information is the basis for the orderly functioning of financial markets and their development, contributes to Company's reputation, and reinforces investor trust in the Company.

On October 25, 2018, as proposed by the CEO and having heard the opinion of the Control and Risk Committee, the Board of Directors approved the MSG "Market Information Abuse (Issuers)" and related Annexes, an update to the previous internal rules227. Internal rules approved by the Board

The MSG governs the proper management and disclosure of Company information, and of inside information in particular, and related principles of conduct and implements the specific obligations and prohibitions established by law in order to provide Eni and all Eni personnel with a clear, unified and comprehensive framework of applicable laws, regulations and other obligations safeguarding both the market and Eni.

Therefore, the MSG is intended to make Eni personnel aware of information's value, as well as of the consequences that may derive from poor management of that information.

In particular, as described in greater detail below, the MSG and the associated annexes lay down principles of conduct for the internal management and external communication of corporate information in general and govern: (i) prohibitions on the insider dealing and the unlawful disclosure of inside information; (ii) the internal management and the external disclosure of Eni inside information; (iii) the rules of conduct concerning transactions in Eni financial instruments carried out by persons who perform administration, control or management functions in Eni Issuers (i.e. "Relevant Persons"), as well as persons closely associated with them ("Managers' Transactions" rules, formerly known as "Internal Dealing").

Purposes of the regulation

The rules of conduct established by the MSG and the associated Annexes have been adopted to ensure compliance with the legal, regulatory and self-disciplinary measures governing this field in order to protect shareholders, investors, the market, and Eni, also in order to prevent unlawful conduct that could give rise to liability.

In order to facilitate the application of the rules concerning the identification of Eni Inside Information, a mapping of the Eni Relevant Information is provided, along with supporting examples.

The rules further strengthen measures for preserving the confidentiality of corporate information in general, as required by Recommendation No. 1, letter (f) of the Corporate Governance Code228 and inside information in particular, ensuring that information is used by employees and members of the corporate bodies in accordance with the principles of sound management of information within the context of the duties assigned to them in the pursuit of the Company business and in compliance with the principles set out in Eni's Code of Ethics and with corporate security measures. Directors and Statutory Auditors shall ensure the confidentiality of documents and information acquired in the performance of their duties and shall ensure compliance with the MSG.

⁽²²⁷⁾ The MSG "Market Information Abuse (Issuers)" does not include provisions related to market manipulation, obligations of participants on the emission allowances market, or financial instruments other than listed bonds and shares. It also does not include the provisions of Regulation (EU) No. 1227/2011 ("REMIT").

⁽²²⁸⁾ The change will be transposed in Eni's MSG at the first amendment opportunity, upon proposal of the Chairman of the Board of Directors, acting in agreement with the CEO.

Internal management and external disclosure of Eni inside information

The provisions of the MSG provide a detailed description of the process of internal management and external disclosure of Eni inside information, which had been implemented since July 2016 when the MAR came into effect, while awaiting completion of the legislative framework and related interpretations and the consequent adaptation of the MSG.

In particular, the MSG confirms, supplements and reinforces the roles and responsibilities of the functions involved in the process, which has been structured so as to allow for the rapid analysis of information and decisions regarding public disclosures, including any use of procedures for the delay of public disclosure.

More generally, in accordance with Consob recommendations, the MSG governs monitoring of the shift from "potentially inside information" concerning Eni ("Eni Specific Relevant Information" in Consob terms) to "inside information" after a yearly mapping of the "Types of Eni Relevant Information", while identifying related mechanisms to ensure segregation and confidentiality (i.e. the "Relevant Information List" and "Insider List of persons with access to Eni Inside Information").

During the year, the competent corporate functions continued their work on awareness and training within Eni SpA and the subsidiaries, also through dedicated e-learning — with a particular emphasis on the accountability of all Eni personnel concerning conduct to ensure the confidentiality of Company information, and of inside information in particular, and concerning prohibitions (against the abuse of inside information and unlawful disclosure) and related sanctions.

Insider list of persons with access to inside information

In line with the provisions of applicable legislation, the MSG governs the rules for maintaining and updating the Insider List of persons with access to Eni inside information (the "Insider List"). Specifically, in accordance with legislative recommendations, the Insider List has been prepared in digital form, and the information systems used allow for the tracking of those who have access to inside information.

In line with the interpretations of European and Italian supervisory authorities, Eni has also opted to include a "permanent" section, in accordance with Consob recommendations, that lists the Eni persons regularly involved in the assessment of inside information. In this regard, the MSG expressly states that those who are listed in this permanent section are required to take special precautions, given the nature of the information in their possession.

Market disclosure of documents and inside information

As specifically concerns disclosure to the public of inside information as soon as possible, the MSG confirms that such public disclosure is to take place by way of price-sensitive press releases.

The MSG states that inside information disclosed by way of price-sensitive press releases: (i) must be disclosed using procedures that allow for rapid access and thorough, accurate and timely evaluation and that ensure impartiality in access to the information using the mechanisms of dissemination and storage specified by applicable laws and regulations; as such, this dissemination must be done without discrimination, free of charge, and simultaneously to the broadest possible audience; (ii) must not be accompanied by marketing of the Company's business; and (iii) must be stored on the Eni website for a period of no less than five years.

As such, the MSG confirms the rules that Eni has always followed for the public disclosure of inside information (i.e. transparency, no hidden agenda, materiality, clarity, completeness, traceability, homogeneity of information, equal access to information, symmetry of information, consistency, and timeliness). It also maintains the rules for acquiring news and information from the subsidiaries as necessary in order to provide adequate and timely reporting to the Board of Directors and to the markets regarding events and circumstances that could result in inside information.

The process of internal management and external disclosure of inside information

Monitoring of the shift from "potentially inside information" for Eni to "inside information"

Training

Conducts and Financial

Regulation"

Managers' transactions (formerly internal dealing)

The MSG governs disclosure obligations concerning transactions in Eni financial instruments by persons who perform administration, control or management functions for Eni SpA ("Relevant Persons") and by persons closely associated with them (i.e., the provisions concerning "Managers' Transactions", formerly known as "Internal Dealing") and the prohibition for Relevant Persons to execute transactions during certain periods of the year (i.e. Blocking Period). Eni SpA Relevant Persons are the Directors, Statutory Auditors, the Magistrate of the Court of Auditors, Executives who report directly to the CEO and to the Chairman of the Board of Directors and the members of the Management Committee. The MSG specifies the obligations for the disclosure of transactions allowed by law and conducted by Relevant Persons and persons closely associated with them, as well as Eni's obligations of public disclosure. Disclosures related to transactions that fall within the scope of application of the provisions for Managers' Transactions are also published on the Eni SpA website in the section of the same name. In line with applicable laws and regulations, the MSG governs Blocking Periods during which Relevant Persons are prohibited from executing transactions in Eni financial instruments, either on their own behalf or for others, either directly or indirectly, for 30 calendar days prior to the announcement of an interim or annual financial report. In addition to the requirements of applicable law, Eni has extended application of the blocking period to 30 days prior to the publication of quarterly reports. Relevant Persons are constantly reminded of the calendar of Blocking Periods. These rules were voluntarily extended by Eni to certain other parties for the significant activities performed in connection with the preparation of financial reports and strategic plans in those periods. 3.11.17 Management System Guideline "Market Conducts and Financial Regulation" The Management System Guideline "Market Conduct and Financial Regulation" – was approved by Eni SpA Relevant Persons Blocking Period Target of MSG "Market

the Board of Directors, with the aim of comprehensively regulating229 corporate controls concerning the protection, integrity and transparency of the financial and energy markets in which Eni companies operate, taking account of the interaction among the abundant external regulations protecting the integrity and transparency of these markets.

The MSG and its annexes govern the conduct to be adopted to ensure compliance with the provisions of law and regulations in operating in the financial and energy markets, thus preventing illegal conduct giving rise to liability.

3.11.18 ECG Policy "Economic and financial sanctions, export control and foreign direct investment"

The ECG Policy "Economic and financial sanctions, export control and foreign direct investment"– whose fundamental guidelines were approved by the Board of Directors of Eni SpA on October 24, 2024 – defines an organic body of rules and internal control measures aimed at mitigating the risk that company activities may be non-compliant with regulations on economic and financial sanctions, export control and foreign direct investment. It also establishes the roles and responsibilities of the persons involved in risk activities and related mitigation measures.

(229) Excluding matters under the Management System Guideline "Abuse of Market Information (Issuers)". For further information, please refer to the relevant section in this Report.

A special business unit, established within the Integrated Compliance function, has the task of assessing the compliance of specific business operations and initiatives with the above-mentioned regulations, identifying related risk factors and possible mitigation actions to apply to them. Regular internal training programs are defined in line with the level of risk to which the relevant personnel are exposed.

3.12 AUDITOR230

The statutory auditing of Eni's financial statements is entrusted, pursuant to law, to PricewaterhouseCoopers SpA ("PwC"), whose engagement for the financial years 2019-2027 was approved by the Shareholders' Meeting held on May 10, 2018, acting on a reasoned proposal of the Board of Statutory Auditors. The same auditing company is entrusted with certifying the compliance of the mandatory sustainability reporting.

In addition to the obligations set forth in national audit regulations, Eni's listing on the New York Stock Exchange requires that the Auditor issues a report on the Annual Report on Form 20-F, in compliance with the auditing principles generally accepted in the United States, as well as an assessment of the effectiveness of the internal control system applied to financial reporting, which governs the preparation of the consolidated financial statements.

For the most part, the financial statements of the subsidiaries are audited by Eni's Auditor.

In carrying out its work, the Auditor has access to the information, data (both documentation and digital information), archives and property of the Company and its subsidiaries.

In its meeting of May 20, 2024, the Board of Statutory Auditors approved the document on the "Management of Statutory Audit Appointments" setting general principles pertaining to the assignment and revocation of the engagement, the independence of the Auditor and causes for incompatibility, reporting responsibilities and obligations of the Auditor, and the regulation of the flow of information to the Company, the Board of Statutory Auditors and the SEC.

In order to preserve the independence of the audit firms, a monitoring system for "non-audit" work has been created where, in general, the audit firm and its network are not awarded non-audit appointments, except in rare circumstances pertaining to activities that are not prohibited by Italian legislation or the Sarbanes-Oxley Act.

3.13 CONTROL OF THE COURT OF AUDITORS

The financial management of Eni is subject to the control of the Court of Auditors ("Corte dei conti") in order to preserve the integrity of the public finances231. Since January 1, 2024, this work has been performed by the Magistrate of the Court of Auditors Giovanni Coppola, appointed with the President's Council of the Court of Auditors resolution of November 7-8, 2023. The Magistrate of the Court of Auditors attends the meetings of the Board of Directors and the Board of Statutory Auditors.

3.14 RELATIONS WITH SHAREHOLDERS AND THE MARKET

In compliance with its Code of Ethics and the Corporate Governance Code, Eni has maintained an open and ongoing dialogue with institutional investors, retail shareholders and the market to ensure the communication of complete, accurate and timely information on its activities, without prejudice to the need to preserve the confidentiality that certain information may require.

The following section describes the policy adopted by Eni to manage dialogue with the generality of shareholders, as recommended by the Corporate Governance Code.

Relations with shareholders and the market

Assignement and term of office

(230) The Auditor expresses its opinion on this Report pursuant to Art. 123-bis, paragraph 4 of the Consolidated Law on Financial Intermediation. (231) Pursuant to Art. 12 of Law No. 259 of March 21, 1958.

Disclosures concerning periodic reports, the four-year strategic plan and long-term, major events and transactions are communicated through press releases, meetings and conference calls with institutional investors, financial analysts and the press, and are promptly made available to the general public, including by way of publication on the Company's website.

Specifically, presentations by top management to the financial markets concerning the quarterly and annual results and the strategic plan are live streamed on the Company's website, informing retail shareholders, enabling them to participate in the most significant market events in real time.

Recordings of these events, press releases and the associated presentations and transcripts are available on the Company's website since 2015 (2011 for press releases).

At the traditional Capital Markets Day (March 14, 2024), the Chief Executive Office outlined the strategy for the 2024-2027 Plan, which focuses on realising the value associated with traditional businesses and developing high-growth, high-value energy transition-related businesses to achieve net-zero emissions by 2050.

Following the Capital Markets Day, meetings were held with institutional investors in the main financial markets with the participation of the Chief Executive Officer and Top Management. Throughout the entire year, constant dialogue with the market continued, overseen by the Investor Relations function, including participation in conferences organised by the banks providing sell-side analysts coverage. In addition, in 2024 Eni participated in the eighth edition of Borsa Italiana's Sustainability Week (September 2024). Market presentations were held for the latest developments for Plenitude, Enilive and Versalis.

In 2024, Eni continued the dialogue with proxy advisors and institutional investors on its remuneration policy, also through meetings with the Chair of the Remuneration Committee. These events are part of the policy for managing dialogue with investors issued in March 2022.

The Investors section of Eni's website (www.eni.com) is constantly updated with information on dividends, the share price, trends of the main stock market indices, including credit ratings and ESG, and documentation on the Debt Capital Market and sustainable finance. A specific web page was created for individual investors to provide them the option to track share performance and yield, as well as the Company's results and Eni's strategies, following them live.

The website also contains, among other things, documents relating to the Shareholders' Meeting, including the minutes of meetings and to the corporate governance system of Eni. Shareholders' Meeting documentation is sent to shareholders who request it, including through the Company's website.

A section of the website is dedicated to Eni's Corporate Governance, and the governance model is illustrated with a summary graphic as well as with additional detailed pages. The website also provides easy access to a considerable amount of other documentation, including this Report, previous reports and the documents referred to in the reports.

Also in 2024, Eni was confirmed at the top of the Europe 500 Webranking by Lundquist in cooperation with the Swedish company Comprend, in which the transparency of corporate communication on the online digital channels of the top 500 European companies included in the STOXX All Europe 800 index is assessed. Eni also ranked in the Gold Class in Lundquist's most recent edition of "trust" research, evaluating the ability of Italian companies to convey their brand and their business, communicate leadership and build a relationship of trust with stakeholders. Indexes and ratings

Thanks to a growing commitment to transparency and to the business model Eni as built to create long-term sustainable value, in 2024 Eni confirmed the leadership assessments in the main ESG ratings used by the financial markets: MSCI ESG, Sustainalytics ESG Risk Rating, ISS ESG, Moody's Analytics, Transition Pathway Initiative. Eni was also confirmed for the 18th year in a row in the specialized stock exchange index FTSE4Good Developed. Additionally, Eni was confirmed in the MIB® ESG index of Borsa Italiana, dedicated to blue chips that excel in ESG performance.

In 2024, Eni received the Ecovadis Platinum Medal232. Eni is in the top 1% of companies with the best scores.

Please refer to the "Investors" page of the Company's website for the latest updates on ESG indices and ratings.

Specific Eni units handle relations with institutional investors, within the terms indicated in the Policy referred to in the following paragraph.

Relations with the media are managed by the Head of the External Communication function. The relevant information is available on the Eni website in the "Media" section and may also be requested by e-mail at: ufficio.stampa@eni.com.

3.14.1 Policy for managing dialogue with investors

In the context of the meeting held on March 8, 2022, the Board of Directors, upon the proposal of the Chairman of the Board and acting in agreement with the Chief Executive Officer approved a policy for managing dialogue with the generality of shareholders, called the "Policy for managing dialogue with investors". The Policy is published on the company's website. Its content is summarized below.

The Policy governs dialogue with Investors233 mainly in the following areas: strategies, performance in relation to communicated targets, sustainability, internal control and risk management, corporate governance, remuneration policies, guidelines on the composition of the corporate bodies, shareholders' remuneration policies, share performance, significant transactions, transactions with related parties, By-laws, methods of running shareholders' meetings.

Eni ensures clear, correct, timely and comprehensive communication with Investors, in compliance with the principle of equal information and the legislation applicable to the management and communication of documents and information concerning the Company, with particular reference to inside information and selective disclosure234.

All participants in the engagement process commit to avoiding any conflicts of interest, even potential. Dialogue can be initiated by Investors or by the Company.

a) Dialogue initiated by Investors

Investors shall direct their dialogue requests to the Investor Relations and Corporate Affairs and Governance functions (the "Contact Functions)235.

In particular, Investor Relations is the contact point for all Investors, except retail investors and the controlling shareholder, who should refer to the Corporate Affairs and Governance function.

The Contact Functions shall deal with dialogue requests in the areas of their respective competence and under the direction of the Chief Executive Officer, involving other competent functions as necessary, and provide feedback to investors.

⁽²³²⁾ Voluntary B2B sustainability rating. The assessment is based on Environment, Labour Practices & Human Rights, Ethics, Sustainable Procurement topics.

⁽²³³⁾ Shareholders, bondholders, their representatives, asset managers and proxy advisors ("Investors").

⁽²³⁴⁾ In particular, the Company takes into account, among other things, the Q&A published on the Consob website on March 18, 2021 on selective information to shareholders and, in particular, to the controlling shareholder, as well as on the publication of inside information relating to industrial plans.

⁽²³⁵⁾ Investor Relations can be contacted at the addresses available on the Company's website, in the section dedicated to Investors. The Corporate Affairs and Governance function can be contacted at the addresses available on the Company's website, in the section dedicated to Governance.

Investors holding, alone or jointly, normally at least 0.1% of the share capital with voting rights ("Qualified Investors"), may request a dialogue with the Board, the Chief Executive Officer or the Chairman of the Board of Directors.

Requests for dialogue with the Board on issues that do not fall within the Board's competence or deal with price-sensitive issues shall not be taken into account.

The Chief Executive Officer and/or the Chairman of the Board of Directors, depending on the recipient of the dialogue request — in consultation with the Directors when requests are directed to the Board evaluate them236 to provide a justified refusal or decide how to manage the dialogue.

If the Qualified Investors request a dialogue with individual Directors vested with particular roles (e.g., the Chair of a specific Board Committee or all the Directors sitting on a Board Committee), the Chairman of the Board of Directors and the Chief Executive Officer, having consulted the Directors or the Chairmen of the Committees to whom the request is addressed, decide whether to proceed with the request, providing reasons for any refusal and deciding how to manage the dialogue.

If a Director or a Board Committee directly receives a request for dialogue, they inform the Contact Functions, the Chairman of the Board of Directors and the Chief Executive Officer, who shall proceed according to the provisions of the previous paragraph.

Qualified Investors may also ask the Contact Functions for a meeting with the aim to unilaterally present their position to the Directors ("one-way communication"). The Contact Functions evaluate the requests, inform the Chairman of the Board of Directors, the Chief Executive Officer and the Secretary of the Board and, based on the instructions received, provide feedback to the Qualified Investors, giving reasons for any refusal.

Without prejudice to the provisions of the previous paragraph, if Qualified Investors ask to communicate one way only with some Directors, and the Chairman of the Board of Directors and the Chief Executive Officer believe that such communication is of interest to all the Directors, the meeting will be allowed only if it can be attended by all Directors.

b) Dialogue initiated by the Company

Dialogue with Investors can also be initiated by the Company, through the organization of either collective or bilateral meetings.

In particular, periodic opportunities for engagement with institutional investors include:

• conference call237 for illustrating economic and financial results of the period previously communicated to the market;
• "Capital Markets Day"238 for updating the group's strategic plan;
• "roadshow" on specific issues.

The Company may also organise meetings with retail shareholders. The dialogue initiated by the Company takes place in the manner defined by the Chief Executive Officer.

Board Committees can propose to the Chairman of the Board of Directors and the Chief Executive Officer to organize meetings with Investors on issues within their remit, suggesting the relevant methods.

⁽²³⁶⁾ In evaluating dialogue requests, the following aspects can be taken into consideration: appropriateness and significance of the issues; degree of knowledge gained by the Investor; potential interest of the topics for a large number of investors or for important investors; effective relevance of dialogue and its foreseeable usefulness, also with a view to long-term value creation; voting policy of the investor in previous shareholders' meetings justifying an in-depth analysis; size and characteristics of the investor, nature and strategy of their investment; commitment, investment and voting policies adopted by the Investor; predictable approach of investors with respect to the matters subject to dialogue; any changes in the composition of the Board of Directors; features of shareholder activism implemented by investors interested in dialogue with the issuer or other issuers. (237) Conference calls are also open to financial analysts.

⁽²³⁸⁾ Capital Markets Days are also open to financial analysts and ratings agencies.

Information to the Board

The Chairman of the Board of Directors ensures, with the assistance of the Secretary of the Board, who periodically acquires any relevant information, that the Board is kept informed on the development and the significant contents of different engagement activities with Investors provided for by this Policy. Information on engagement activities is provided at the first subsequent meeting239, in case of significant outcomes and in any case every six months, usually in April and October, taking into account evaluations expressed by different categories of investors.

In 2024 and until the date this Report was approved, the Board was kept informed about the most relevant issues subject to dialogue with shareholders, regarding the evaluations expressed by different categories of investors and any initiatives adopted to take into account the indications that arose. The disclosures concerned, in particular, the main analysts' comments following the Capital Market Day held on March 14, 2024 and the quarterly results, the outcome of the meetings held with proxy advisors and institutional investors, also in relation to remuneration issues and the market's increased understanding of the satellite model, thanks also to the greater visibility on the value of Plenitude and Enilive following the sale of minority stakes in the share capital.

The following tables show the structure and meetings of the Board of Directors, the Committees and the Board of Statutory Auditors.

Information to the Board on the relevant issues subject to dialogue

BOARD OF DIRECTORS

Members(*)	Year of birth	Year of first appointment	Slate (presenters)1	Slate2	Executive/ Non-executive	Independence3	No. of other positions4	Meetings attendance
Chair of the Board
Giuseppe Zafarana	1963	2023	Shareholders	M	Non-executive	CLFI-CGC	1	15/15
Chief Executive Officer(•)
Claudio Descalzi	1955	2014	Shareholders	M	Executive	-	-	15/15
Directors
Elisa Baroncini	1966	2023	Shareholders	M	Non-executive	CLFI-CGC	-	15/15
Massimo Belcredi	1962	2023	Shareholders	m	Non-executive	CLFI-CGC	1	15/15
Roberto Ciciani	1972	2023	Shareholders	M	Non-executive	-	-	14/15
Carolyn Adele Dittmeier	1956	2023	Shareholders	m	Non-executive	CLFI-CGC	2	14/15
Federica Seganti	1966	2023	Shareholders	M	Non-executive	CLFI-CGC	1	15/15
Cristina Sgubin	1980	2023	Shareholders	M	Non-executive	CLFI-CGC	2	15/15
Raphael Louis L. Vermeir( ) ˚	1955	2020	Shareholders	m	Non-executive	CLFI-CGC	-	15/15
No. of meetings in 2024								15
Average duration of meetings								2h 34m
Average participation rate								98.5%

(*) Appointed by the Shareholders' Meeting of May 10, 2023 for three years, until the date of the Shareholders' Meeting called for the approval of the financial statements for 2025.

(•) This symbol indicates the Director in charge of the internal control and risk management system.

(˚) This symbol indicates the Lead independent director.

(1) Presenters of the slate from which the Director was appointed ("Shareholders" o "BoD").

(2) For definitions of "Majority" (M) and "minority" (m) slates, please refer to the sections on the "Composition" and "Appointment" of the Board of Directors in this Report. The minimum holding required to submit a slate for the election of the Board of Directors was equal (in 2023) to 0.5% of share capital.

(3) Satisfies the independence requirements under the Consolidated Law on Financial Intermediation (Legislative Decree No. 58/1998 o CLFI) and/or the Corporate Governance Code (CGC).

(4) Positions as director and statutory auditor held in other listed companies, as well as financial, banking and insurance firms and large companies for the purposes of the Board policy on the maximum number of positions that may be held in other companies. The major positions held by the Directors are reported in the "Composition" section of the "Board of Directors" section of this Report, as part of the information on the personal and professional qualifications of the Directors, as well as the Eni website (www.eni.com).

BOARD COMMITTEES

		Control and Risk Committee		Remuneration Committee		Nomination Committee		Sustainability and Scenarios Committee
Componenti		Role1	Meetings attendance	Role1	Meetings attendance	Role1	Meetings attendance	Role1	Meetings attendance
Elisa Baroncini	Non-executive – Independent pursuant to CLFI and CGC	-	-	-	-	M	7/7	M	10/10
Massimo Belcredi	Non-executive – Independent pursuant to CLFI and CGC	-	-	C	9/9	M	7/7	-	-
Roberto Ciciani	Non-executive	-	-	-	-	-	-	M	9/10
Carolyn Adele Dittmeier	Non-executive – Independent pursuant to CLFI and CGC	M	14/14	-	-	C	7/7	-	-
Federica Seganti	Non-executive – Independent pursuant to CLFI and CGC	M	14/14	-	-	-	-	C	10/10
Cristina Sgubin	Non-executive – Independent pursuant to CLFI and CGC	M	13/14	M	9/9	-	-	-	-
Raphael Louis L. Vermeir	Non-executive – Independent pursuant to CLFI and CGC	C	14/14	M	9/9	-	-	-	-
No. of meetings in 2024			14		9		7		10
Average duration of meetings			3h 53m		2h 7m		1h 14m		2h 4m
Average participation rate			98%		100%		100%		97%

(1) "C": Chair of the Committee; "M": Member of the Committee.

BOARD OF STATUTORY AUDITORS

Members(*)	Year of first appointment	Independence pursuant to Corporate Governance Code	Slate1	Attendance at BoSA meetings	Attendance at BoD meetings	No. of positions held in listed companies2
Chair
Rosalba Casiraghi	2017	X	minority	18/19	15/15	2
Standing Statutory Auditors
Enrico Maria Bignami	2017	X	minority	19/19	15/15	2
Marcella Caradonna	2021	X	Majority	19/19	14/15	1
Giulio Palazzo	2023	X	Majority	19/19	15/15	1
Andrea Parolini(**)	2023	X	Majority	19/19	15/15	1
No. of meetings in 2024				19	15
Average duration of meetings				3h 10m	2h 34m
Average participation rate				99%	99%
Alternate Statutory Auditors
Giulia De Martino	2023	X	Majority
Giovanna Villa	2023	X	minority

(*) Appointed by the Shareholders' Meeting of May 10, 2023 for three years, until the date of the Shareholders' Meeting that will be called for the approval of the 2025 financial statements.

(**) Standing Statutory Auditor Andrea Parolini also served as Standing Statutory Auditor of Eni SpA from April 13, 2017 to May 13, 2020.

(1) For definitions of "Majority" and "minority" slates, please refer to the section on the "Composition and appointment" of the Board of Statutory Auditors in this Report. The minimum holding required to submit a slate for the election of the Statutory Auditors was equal (in 2023) to 0.5% of share capital.

(2) This includes Eni SpA. The list is current as of the date of approval of this Report. The main positions held by Statutory Auditors are listed in the section "Composition and appointment" of the chapter "Board of Statutory Auditors" in this Report, in the context of the information on the personal and professional qualifications of the Standing Statutory Auditors, as well as in the Governance section of the Eni website (www.eni.com); the complete list of significant management and control positions held pursuant to Art. 148-bis of the Consolidated Law on Financial Intermediation and the related implementing provisions set out in the Consob Issuers' Regulations is published on Consob website, pursuant to Art. 144-quinquiesdecies of the Issuers' Regulations, where applicable.

Eni SpA

Headquarters

Piazzale Enrico Mattei, 1 - Rome - Italy Capital Stock as of December 31, 2024: € 4,005,358,876.00 fully paid Tax identification number 00484960588

Branches

Via Emilia, 1 - San Donato Milanese (Milan) - Italy Piazza Ezio Vanoni, 1 - San Donato Milanese (Milan) - Italy

Contacts

eni.com +39-0659821 800940924 segreteriasocietaria.azionisti@eni.com

Investor Relations

Piazza Ezio Vanoni, 1 - 20097 San Donato Milanese (Milan) Tel. +39-0252051651 - Fax +39-0252031929 e-mail: investor.relations@eni.com

Layout and supervision K-Change - Rome

Tipografia Facciotti – Rome

Printed on Fedrigoni Arena Smooth

Printing

Eni

Corporate Governance and Shareholding Structure Report

2024

Corporate

Governance

and Shareholding

Structure Report