
Ordinary And Extraordinary Shareholders' Meeting Resolutions
Eni S.p.A. Ordinary and Extraordinary Shareholders' Meeting held on May 11, 2022 resolved: (ordinary part)
- to approve the statutory financial statements at December 31, 2021 of Eni S.p.A. which report a net profit amounting to €7,674,594,670.59;
- · to allocate the net profit for the period of €7.674.670.59. as follows:
- o Shareholders in the form of e C.A.3 per share over and outsanding resugustance on that date. The payment will be made on May 25, 2022, with at ex-finited date of May 23, 2022 and a record date of May 24, 2022.
- · the amount remaining following the distribution of the proposed dividend to the available reserve.
- The payment of € 0.45 per share conders of the distibution of a 50% interim diviend from Eri S.p. a adiable reserve, as resolved by the Board of Directors on July 29, 202, in accordance with the resolution of the Shareholders' Meeting of May 12, 2021;
- · b revie, for the part not yet executed at the Shareholders Meeting the Board o purchase teasury shares ganted by the Shareloph May 2, 202)
- · to authorise the bactors · pursuant to and for the later Civil Code to poceed with the purces of the Company, in multiple tranches, or a period up long in million (varches, for the purposes refered to in the explanatory report of the Board of Directors, within the time limits and on the conditions set out below:
- the maximum number of shares to be of the ordinary shares (and 10% of the expiral (excluding tressuy share a leady hely representing 0.9% is fram captal post carcellation), or a ball outlay of u o e 2.5 billion best press senant according to the Bard of Directors (s outlined above). The purchass stal be careel out within the initis of dishibitable pofi and and ecent regulary approved financial statement. In connection with puchases of reasury shares, a requal anount of the arailable reserves or distributable profits will be allocated to a specific restricted reserve as long as the treasury shares are held;
- « the puchases shall be made a price to be betermine on a case by the procedures sected to execute the conpliance with any egulatory oppliences with and in applicable curent accepted nake pacities with 10% geater of bue than the official pice registered by the Eni SpA stock in the trading session of the Europen Milan, granied a operated by Borsa Italiana S.p.A., on the day before each individual transaction;
- puchases of treasury shall be executed in such a maner as to enamblers and in complance with any requirements and (f applicable) curent and (f applicable) curent and (f app and specifically:
- on regulated na accordance with the operation and operation and operation of the market hemelves, wich do not permit the direct maching of birds with predetermined offers;
- with the procedures established by market practices accepted by Consob pursuant to Article 13 of Regulation (EU) no. 596/2014 (fr applicable); and
- · under the conditions specified in Article 5 of Regulation (EU) no. 596/2014, as specified in this proposed resolution;
- with referce to the authorisation to purchase; Read and consequent resolutions) by grant the Board of the Chief Execulie Officer and for the Chief Execulie Officer and for t sub-deegate all powers neessary or explority a long all actions equire, apropriate, instrumental and or connected with the successful exceptulions, as well as to provide the market disclosure required by legislation, including EU rules, and (if applicable) current accepted market practices
- taking into account the Shareholders' Remuneration Policy approved by the Board of Directors of Eni S.p.A. on March 17,202: (i) b aprove the distibution of € 0.03 in racher 2022, November 2022, Mach 2023 and Nay 2023 by way of and in place of the cliniend for the cliniend for the cliniced by the e
- (i) to approve the use of available reserves for the € 0.22 tranche in September 2022 and, if necessary for following tranches;
- (ii) to deleate the Board of Directors to move resultions verrung from ime to time the existence of the purpose of distinuting the eseve
- (extraordinary part)
- · taking into account the aforementioned Shareholders' Remuneration Policy: to apove the nethoth - with the nethos and tems set out in at .7 of the civil code as refered to in art .7 of Law 342/2000 in the annund
- €2,400,000,000.00;
- · b aprove, for the afored purcose, he use of €2,400,000.00 or, in the alentive -should formal requirements refered to in at 245 of the civil colection of pocedures in ime for the payment of subsequent tranches or for other reasons referred to in art. 2445 of the use of other available reserves of Eni SpA;
- to delegate the Board of Directors o implement the existence of the legal conditions for the legal conditions for the purposes of distributing the reserver
- · b careel 54,06,87 leasury share with of the share capial and reducing the electing the electred to the enound of E399,9998.76 (equal to the carging wate of he carceled shares and elated anned of Arich 5.1 of the Bractors - with the autority of deegate of the Eries - and for the atter or sub-beegate - all powers recessary on execute the resolutions referred to.
En's Shareholders Meeting approved the Shareholders' Meeting Regulations as presented by the Board of Directors.
In addition is Shareholders Meeting of the Repor of the Repor on emoneration policy and removersion paid - 2022 provided by M. 12-9, paragant + of TLF. (Remorerion and dre information").
Finally, the Shareholders' Meeting rejected the proposed liability action presented by some shareholders.
DOCUMENTS TO BE DISTRIBUTED
Eris Annual Report 2021 (Jalian editor) including the parent company at Decembers' Meeting the considers' Meeting, the consided financial statements at December 3 202), the maragements report with included the Norther Decree 254206 (frasposing Diective 2014 95/EU) - the endication pusuant o atice BF-bis, pracrant S of Legistalive Decree 58 / 998, he epot of the extent of the extent audios is available at the company segsteed office in Rome, Pazzał Enico Mater, j. a Bosa laliara SpA (ltalian stock exchange bevice autorised by Corso alled "Mri- which can be consuled on the website www.infol." The documentation may be consulted at the existed of the only if so permitted by applicable regulations.
The minutes of the Meeting will be available under law provisions
The Report on copyrate on the harding stuction on emoneration policy and emergion paid are and analiable at in SpA registered office, Boxallalian SpA (Jalian Sp) { (Jalian Sp and at the centralized storage device authorised by Consob called "linfo" - which can be consulted on the website www.linfo.it
The above-mentioned documents are a somany website (vive eni.com) and nau be requested by e-mail at segeteriascicaria.com or by calling the Toll-Free number 800940924 for calls from Italy and 80011223456 for calls from outside Italy, after dialling the international access code.
PAYMENT OF YEAR 2021 FINAL DIVIDEND
Eri S.p. Shareholes' Meeting resolved by 25, 2022, coupon No. 30 being the ex-divided date May 23, 2022 and the ecord del May 29, 2022 Dividents and extilled baccedit and, depending on the receive, are subject to a withholding tax on distribution or are partially cumulated to the receiver's taxable income.
n ore to execuse in the stares weep Stares not generes on year new in delive these stares on authorized internedial would have hem denabed in the Central Depository System.
The payment of dividends to Beneficial Owners of ADRs, listed on the New York Stock Exchange, will be executed through Citibank NA