Eni

AGM Information • May 17, 2025

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING RESOLUTIONS

Eni S.p.A. Ordinary and Extraordinary Shareholders' Meeting held on May 14, 2025, resolved:

(ordinary part)

• ♦ to approve the statutory financial statements at December 31, 2024 of Eni S.p.A. which report a net profit amounting € 6,419,275,358.30;
• ♦ to allocate the net profit for the period of € 6,419,275,358.30 to the available reserve;
• ♦ amendments to the Long-Term Incentive Plan 2023-2025 for the 2025 allocation;
• ♦ to authorise the Board of Directors to proceed with the purchase up to a maximum of 315,000,000 shares of the Company, in multiple tranches, for a period up to the end of April 2026, for a total outlay of up to €3.5 billion;
• ♦ in accordance with the Shareholders' Remuneration Policy approved by the Board of Directors of Eni S.p.A. on February 26, 2025:
  • - to approve the distribution for and in place of the payment of the payment of the dividend relating to financial year 2025 of a sum of € 1.05 per share in the months of September 2025 (€ 0.26 per share), November 2025 (€ 0.26 per share), March 2026 (€ 0.26 per share) and May 2026 (€ 0.27 per share)(1), using the available reserves, also including a part of the residual amount of the revaluation reserve ex Lege 342/2000, within the limits of use subject to resolution by the Extraordinary Shareholders' Meeting;
  • - to delegate the Board of Directors to implement the above resolutions, verifying from time to time the existence of the legal conditions for the purposes of distributing the reserves;
• ♦ to approve the first section and to resolve in favour of the second section of the Report on remuneration policy 2025 and remuneration paid in 2024;

(extraordinary part)

• ♦ according to the aforementioned Shareholders' Remuneration Policy:
  • - to approve the reduction of the "Revaluation reserve Law no. 342/2000" in the amount of € 2,300,000,000.00;
  • - to approve, for the aforementioned purpose, the use of € 2,300,000,000.00, or should it be deemed necessary or appropriate, the use of other available reserves of Eni S.p.A.;
  • - to delegate the Board of Directors to implement the above resolutions, verifying from time to time the existence of the legal conditions for the purposes of distributing the reserve.
• ♦ to authorise the Board of Directors to cancel up to a maximum of no. 315,000,000 treasury shares with no nominal value, which will be purchased on the basis of the authorisation of the today Shareholders' Meeting and consequent amendment of Art. 5 of the By-laws.

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

(1) The first tranche will be paid on September 24, 2025 (ex-dividend date: September 22, 2025; record date: September 23, 2025) and the second tranche will be paid on November 26, 2025 (ex-dividend date: November 24, 2025; record date: November 25, 2025).