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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of March 2011

Eni S.p.A. (Exact name of Registrant as specified in its charter)

Piazzale Enrico Mattei 1 - 00144 Rome, Italy (Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F x Form 40-F o

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934.)

Yes o No x

(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): )

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TABLE OF CONTENTS TOC

Press Release dated March 10, 2011

Notice of Shareholders Meeting 2011

Report of the Board of Directors to the Shareholders Meeting (Items 3, 4, 5, 6, 7, 8, 9, 10 and 11 on the agenda)

Report of the Board of Directors to the Shareholders Meeting (Items 1 and 2 on the agenda)

Press Release dated March 31, 2011

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/TOC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorised.

Eni S.p.A.
Name: Antonio Cristodoro
Title:	Deputy Corporate Secretary

Date: March 31, 2011

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ENI 2010 CONSOLIDATED FINANCIAL STATEMENTS AND DRAFT FINANCIAL STATEMENTS OF THE PARENT COMPANY

CONVENING OF THE ANNUAL SHAREHOLDERS' MEETING

 Consolidated net profit for the year: euro 6.32 billion; net profit of the parent company: euro 6.18 billion Proposed dividend per share of euro 1.00

San Donato Milanese, March 10, 2011 - Today, the Board of Directors approved Enis consolidated financial statements and the draft financial statements of the parent company for the year ended December 31, 2010. As announced on February 16, 2011 with respect to Enis preliminary results, consolidated net profit amounted to euro 6,318 million and net profit of the parent company amounted to euro 6,179 million 1 .

The Board of Directors intends to submit a proposal for the distribution of a cash dividend of euro 1.00 per share 2 (euro 2.00 per ADR) at the Annual Shareholders Meeting. Included in this annual payment is euro 0.50 per share which was paid as an interim dividend in September 2010. The balance of euro 0.50 per share (euro 1.00 per ADR 3 ) is payable to shareholders on May 26, 2011, the ex-dividend date being May 23, 2011.

The 2010 Annual Report was submitted to the Board of Statutory Auditors and Enis independent auditors. In accordance with the Legislative Decree No. 58/98 (Testo Unico della Finanza) provisions, the 2010 Annual Report will be made available to the public at the Company headquarters and on Enis website eni.com together with statutory and external auditors reports, at the end of March.

Enclosed are the 2010 IFRS Financial Statements of Enis group companies and of the parent company as included in the approved Annual Report. The Board of Directors also approved:

| - | the Report on Corporate
Governance and Shareholding Structure, which will be sent
to Borsa Italiana SpA and published on Enis
website, in the "Corporate Governance" section,
together with the 2010 Annual Report; |
| --- | --- |
| - | the 2010 sustainability
performance reporting, which has been included in the
Annual Report to integrate financial results and
sustainability performance. Eni is one of the first
companies in the world to be engaged in this integrated
reporting process. In addition, all indicators and key
projects of sustainability will be released in the
"Sustainability Performance 2010" report,
published together with the 2010 Annual Report and
subject to the same review process by the Independent
auditor Ernst & Young, which will release a single
opinion on both documents, in accordance with the ISAE
3000 international audit standard issued by IFAC. |

Convening of the Annual Shareholders' Meeting on April 29 and May 5, 2011 The Board of Directors convened the Annual Shareholders' Meeting on April 29 and May 5, 2011, on first and second call respectively, to approve the 2010 financial statements of the parent company and the dividend proposal as well as to appoint corporate bodies.

| (1) | The press
release on Enis preliminary results for the year
2010, published on February 16, 2011, is available on
Enis website, eni.com, section Investor Relations. |
| --- | --- |
| (2) | Dividends are
not entitled to tax credit and, depending on the
receiver, are subject to a withholding tax on
distribution or are partially cumulated to the
receivers taxable income. |
| (3) | On ADR
payment date, JPMorgan Chase Bank, N.A. will pay the
dividend less the entire amount of a withholding tax
under Italian law (currently 27%) to all Depository Trust
Company Participants, representing payment of Eni
SpAs balance dividend for fiscal year 2010. |

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Enis Chief Financial Officer, Alessandro Bernini, in his capacity as manager responsible for the preparation of the Companys financial reports, certifies pursuant to rule 154-bis paragraph 2 of Legislative Decree No. 58/1998, that data and information disclosed in this press release correspond to the Companys evidence and accounting books and records.

Contacts E-mail: [email protected]

Investor Relations E-mail: [email protected] Tel.: +39 0252051651 - Fax: +39 0252031929

Eni Press Office E-mail: [email protected] Tel.: +39 0252031287 - +39 0659822040

Eni Società per Azioni Roma, Piazzale Enrico Mattei, 1 Share capital: euro 4,005,358,876 fully paid Tax identification number 00484960588 Tel.: +39-0659821 - Fax: +39-0659822141

This press release is also available on the Eni web site eni.com .

About Eni Eni is one of the leading integrated energy companies in the world operating in the oil and gas, power generation, petrochemicals, engineering and construction industries. Eni is present in 79 Countries and is Italys largest company by market capitalization

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Attachment

IFRS Consolidated Financial Statement

PROFIT AND LOSS ACCOUNT

(euro million)

Full year
2009	2010

| REVENUES — Net sales
from operations | 83,227 | | 98,523 | |
| --- | --- | --- | --- | --- |
| Other income and revenues | 1,118 | | 956 | |
| Total
revenues | 84,345 | | 99,479 | |
| OPERATING EXPENSES | | | | |
| Purchases,
services and other | 58,351 | | 69,135 | |
| - of which non-recurring charge | 250 | | (246 | ) |
| Payroll
and related costs | 4,181 | | 4,785 | |
| OTHER OPERATING (EXPENSE) INCOME | 55 | | 131 | |
| DEPRECIATION,
DEPLETION, AMORTIZATION AND IMPAIRMENTS | 9,813 | | 9,579 | |
| OPERATING PROFIT | 12,055 | | 16,111 | |
| FINANCE
INCOME (EXPENSE) | | | | |
| Finance income | 5,950 | | 6,117 | |
| Finance
expense | (6,497 | ) | (6,713 | ) |
| Derivative financial instruments | (4 | ) | (131 | ) |
| | (551 | ) | (727 | ) |
| INCOME (EXPENSE) FROM INVESTMENTS | | | | |
| Share of
profit (loss) of equity-accounted investments | 393 | | 537 | |
| Other gain (loss) from investments | 176 | | 619 | |
| | 569 | | 1,156 | |
| PROFIT BEFORE INCOME TAXES | 12,073 | | 16,540 | |
| Income
taxes | (6,756 | ) | (9,157 | ) |
| Net profit | 5,317 | | 7,383 | |
| Attributable
to: | | | | |
| - Eni shareholders | 4,367 | | 6,318 | |
| -
Non-controlling interest | 950 | | 1,065 | |
| | 5,317 | | 7,383 | |
| Earnings
per share attributable to Eni (euro
per share) | | | | |
| Basic | 1.21 | | 1.74 | |
| Diluted | 1.21 | | 1.74 | |

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BALANCE SHEET

(euro million)

Jan. 1, 2009 Dec. 31, 2009 Dec. 31, 2010

ASSETS
Current
assets
Cash and cash equivalents	1,939		1,608		1,549
Other
financial assets held for trading or available for sale	3,236		348		382
Trade and other receivables	22,222		20,348		23,636
Inventories	6,082		5,495		6,589
Current tax assets	170		753		467
Other
current tax assets	1,130		1,270		938
Other current assets	1,870		1,307		1,350
	36,649		31,129		34,911
Non-current assets
Property,
plant and equipment	55,933		59,765		67,404
Inventory - compulsory stock	1,196		1,736		2,024
Intangible
assets	11,019		11,469		11,172
Equity-accounted investments	5,471		5,828		5,668
Other
investments	410		416		422
Other financial assets	1,134		1,148		1,523
Deferred
tax assets	2,912		3,558		4,864
Other non-current receivables	1,881		1,938		3,355
	79,956		85,858		96,432
Assets held for sale	68		542		517
TOTAL
ASSETS	116,673		117,529		131,860
LIABILITIES AND SHAREHOLDERS EQUITY
Current
liabilities
Short-term debt	6,359		3,545		6,515
Current
portion of long-term debt	549		3,191		963
Trade and other payables	20,515		19,174		22,575
Income
taxes payable	1,949		1,291		1,515
Other taxes payable	1,660		1,431		1,659
Other
current liabilities	3,863		1,856		1,620
	34,895		30,488		34,847
Non-current
liabilities
Long-term debt	13,929		18,064		20,305
Provisions
for contingencies	9,506		10,319		11,792
Provisions for employee benefits	947		944		1,032
Deferred
tax liabilities	5,784		4,907		5,924
Other non-current liabilities	3,102		2,480		2,194
	33,268		36,714		41,247
Liabilities directly associated with assets
held for sale			276		38
TOTAL
LIABILITIES	68,163		67,478		76,132
SHAREHOLDERS EQUITY
Non-controlling
interest	4,074		3,978		4,522
Eni shareholders equity:
Share
capital	4,005		4,005		4,005
Reserves	40,722		46,269		49,450
Treasury
shares	(6,757	)	(6,757	)	(6,756	)
Interim dividend	(2,359	)	(1,811	)	(1,811	)
Net profit	8,825		4,367		6,318
Total Eni shareholders equity	44,436		46,073		51,206
TOTAL
SHAREHOLDERS EQUITY	48,510		50,051		55,728
TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY	116,673		117,529		131,860

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STATEMENT OF CASH FLOWS

(euro million)

Full year
2009	2010

Net profit of the year	5,317		7,383
Adjustments
to reconcile net profit to net cash provided by operating
activities:
Depreciation, depletion and amortization	8,762		8,881
Impairments
of tangible and intangible assets, net	1,051		698
Share of loss of equity-accounted investments	(393	)	(537	)
Gain on
disposal of assets, net	(226	)	(552	)
Dividend income	(164	)	(264	)
Interest
income	(352	)	(96	)
Interest expense	603		571
Income
taxes	6,756		9,157
Other changes	(319	)	(39	)
Changes in
working capital:
- inventories	52		(1,150	)
- trade
receivables	1,431		(1,918	)
- trade payables	(2,559	)	2,770
-
provision for contingencies	517		588
- other assets and liabilities	(636	)	(2,010	)
Cash
flow from changes in working capital	(1,195	)	(1,720	)
Net change in the provisions for employee
benefits	16		21
Dividends
received	576		799
Interest received	594		126
Interest
paid	(583	)	(600	)
Income taxes paid, net of tax receivables
received	(9,307	)	(9,134	)
Net
cash provided from operating activities	11,136		14,694
Investing activities:
- tangible
assets	(12,032	)	(12,308	)
- intangible assets	(1,663	)	(1,562	)
-
consolidated subsidiaries and businesses	(25	)	(143	)
- investments	(230	)	(267	)
-
securities	(2	)	(50	)
- financing receivables	(972	)	(866	)
- change
in payables and receivables in relation to investments
and capitalized depreciation	(97	)	261
Cash flow from investments	(15,021	)	(14,935	)
Disposals:
- tangible assets	111		272
-
intangible assets	265		57
- consolidated subsidiaries and businesses			215
-
investments	3,219		569
- securities	164		14
-
financing receivables	861		841
- change in payables and receivables in relation
to disposals	147		2
Cash
flow from disposals	4,767		1,970
Net cash used in investing activities (*)	(10,254	)	(12,965	)

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continued STATEMENT OF CASH FLOWS

(euro million)

Full year
2009	2010

| Proceeds from long-term debt — Repayments
of long-term debt | 8,774 — (2,044 | ) | 2,953 — (3,327 | ) |
| --- | --- | --- | --- | --- |
| Increase (decrease) in short-term debt | (2,889 | ) | 2,646 | |
| | 3,841 | | 2,272 | |
| Net capital contributions by non-controlling
interest | 1,551 | | | |
| Net
acquisition of treasury shares different from Eni SpA | 9 | | 37 | |
| Acquisition of additional interests in
consolidated subsidiaries | (2,068 | ) | | |
| Dividends
paid to Eni shareholders | (4,166 | ) | (3,622 | ) |
| Dividends paid by consolidated subsidiaries to
non-controlling interests | (350 | ) | (514 | ) |
| Net
purchase of treasury shares | | | | |
| Net cash used in financing activities | (1,183 | ) | (1,827 | ) |
| Effect of
exchange rate changes on cash and cash equivalents and
other changes | (30 | ) | 39 | |
| Net cash flow for the period | (331 | ) | (59 | ) |
| Cash
and cash equivalents - beginning of the period | 1,939 | | 1,608 | |
| Cash and cash equivalents - end of the period | 1,608 | | 1,549 | |

(*)
Cash flows of
such investments were as follows:

(euro million)

Full year
2009	2010

| Financing investments: — -
securities | (2 | ) | (50 | ) |
| --- | --- | --- | --- | --- |
| - financing receivables | (36 | ) | (13 | ) |
| | (38 | ) | (63 | ) |
| Disposal of financing investments: | | | | |
| -
securities | 123 | | 5 | |
| - financing receivables | 311 | | 32 | |
| | 434 | | 37 | |
| Net cash flows from financing activities | 396 | | (26 | ) |

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SUPPLEMENTAL CASH FLOW INFORMATION

(euro million)

Full year
2009	2010

| Effect of investment in companies included in
consolidation and businesses — Current
assets | 7 | | 428 | |
| --- | --- | --- | --- | --- |
| Non-current assets | 47 | | 297 | |
| Net
borrowings | 4 | | 13 | |
| Current and non-current liabilities | (29 | ) | (457 | ) |
| Net
effect of investments | 29 | | 281 | |
| Non-controlling interest | | | (7 | ) |
| Fair value
of investments held before the acquisition of control | | | (76 | ) |
| Purchase price | 29 | | 198 | |
| less: | | | | |
| Cash and cash equivalents | (4 | ) | (55 | ) |
| Cash
flow of investments | 25 | | 143 | |
| Effect of disposal of consolidated
subsidiaries and businesses | | | | |
| Current
assets | | | 82 | |
| Non-current assets | | | 855 | |
| Net
borrowings | | | (267 | ) |
| Current and non-current liabilities | | | (302 | ) |
| Net
effect of disposals | | | 368 | |
| Fair value of non-controlling interests retained
after disposals | | | (149 | ) |
| Gain on
disposal | | | 309 | |
| Non-controlling interest | | | (46 | ) |
| Selling
price | | | 482 | |
| less: | | | | |
| Cash
and cash equivalents | | | (267 | ) |
| Cash flow of disposals | | | 215 | |

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Eni SpA Financial Statement

ENI SPA PROFIT AND LOSS ACCOUNT

(euro million)

Full year
2009	2010

| REVENUES — Net sales
from operations | 32,542 | | 35,251 | |
| --- | --- | --- | --- | --- |
| Other income and revenues | 270 | | 273 | |
| Total
revenues | 32,812 | | 35,524 | |
| OPERATING EXPENSES | | | | |
| Purchases,
services and other | (29,216 | ) | (32,950 | ) |
| - of which non-recurring charge | | | 270 | |
| Payroll
and related costs | (1,077 | ) | (1,218 | ) |
| OTHER OPERATING (EXPENSE) INCOME | (163 | ) | 4 | |
| DEPRECIATION,
DEPLETION, AMORTIZATION AND IMPAIRMENTS | (1,053 | ) | (923 | ) |
| OPERATING PROFIT | 1,303 | | 437 | |
| FINANCE
INCOME (EXPENSE) | | | | |
| Finance income | 3,746 | | 3,548 | |
| Finance
expense | (4,099 | ) | (3,739 | ) |
| Derivative financial instruments | 8 | | 69 | |
| | (345 | ) | (122 | ) |
| INCOME (EXPENSE) FROM INVESTMENTS | 4,753 | | 5,943 | |
| - of
which non-recurring charge | (250 | ) | (24 | ) |
| PROFIT BEFORE INCOME TAXES | 5,711 | | 6,258 | |
| Income
taxes | (650 | ) | (79 | ) |
| NET PROFIT | 5,061 | | 6,179 | |
| Basic
earnings per share (euro per share) | 1.4 | | 1.7 | |

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ENI SPA BALANCE SHEET

(euro million)

Dec. 31, 2009 Dec. 31, 2010

ASSETS
Current
assets
Cash and cash equivalents	428		427
Trade and
other receivables	13,862		15,001
Inventories	1,266		1,906
Current tax
assets	437		244
Other current tax assets	421		224
Other current
assets	666		706
	17,080		18,508
Non-current
assets
Property, plant and equipment	5,930		6,161
Inventory -
compulsory stock	1,637		1,957
Intangible assets	988		994
Investments	29,374		31,924
Other financial assets	9,729		10,795
Deferred tax
assets	1,759		2,046
Other non-current receivables	698		1,994
	50,115		55,871
Assets held for sale	911		6
TOTAL
ASSETS	68,106		74,385
LIABILITIES AND SHAREHOLDERS EQUITY
Current
liabilities
Short-term debt	3,178		5,829
Current
portion of long-term debt	2,496		558
Trade and other payables	6,205		6,581
Income taxes
payable	151		75
Other taxes payable	914		1,086
Other current
liabilities	969		980
	13,913		15,109
Non-current
liabilities
Long-term debt	15,935		18,338
Provisions
for contingencies	3,208		3,574
Provisions for employee benefits	306		306
Other
non-current liabilities	2,600		2,334
	22,049		24,552
TOTAL
LIABILITIES	35,962		39,661
SHAREHOLDERS EQUITY
Share capital	4,005		4,005
Legal reserve	959		959
Other
reserves	30,687		32,148
Net profit	5,061		6,179
Interim
dividend	(1,811	)	(1,811	)
Treasury shares	(6,757	)	(6,756	)
TOTAL
SHAREHOLDERS EQUITY	32,144		34,724
TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY	68,106		74,385

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Eni announces its 2011-2014 Strategic Plan

High production growth: > 3% CAGR to 2014
Gas sales in Italy and key European markets: +5% CAGR to 2014
R&M efficiency program: new target of euro 200 mln by 2014
Sound financial position and sustainable dividend in a 70$/bl scenario

London, March 10, 2011 - Paolo Scaroni, CEO of Eni, today presents the companys 2011-2014 Strategic Plan to the financial community.

In the new plan, Eni confirms a high production growth, the consolidation of its leadership in the Italian and European gas markets, and an ambitious cost reduction program aimed at recovering profitability in R&M.

Exploration & Production

Eni confirms its strategy of production growth with an average annual increase of over 3% in the 2011- 2014 period, higher compared to the previous plan.

The suspension of some of our production in Libya, if it remains temporary, will not significantly impact on Enis production growth target. Investments planned in the country over the coming period are limited, and no major projects are expected to start-up in the next four years.

Enis growth strategy is based on organic development, also thanks to the significant contribution coming from key areas such as Iraq, Venezuela, Angola and Russia. In 2014, hydrocarbon production will be above the 2.05 million boe/d level.

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About 80% of the production due to come on-stream over the plan period will be from giant projects, in particular from those in Venezuela, Russia, the Arctic region and Angola.

Beyond the plan period, production growth will supported by the ramp-up of giants such as Junin 5 and Perla in Venezuela, new project start-ups beyond 2014, the promising exploration prospects in countries such as Togo, Ghana, Democratic Republic of Congo and Mozambique as well as from the strategic position that Eni is building in non-conventional gas, also thanks the Memorandum of Understanding signed with Petrochina.

Gas & Power

The gas market scenario over the plan period will be characterized by a growth in European consumption as well as by a rapid rise in demand from emerging markets: both factors will contribute to absorb the oversupply in Europe.

In this context, Enis diversified portfolio of supply contracts will again become a competitive advantage.

Leveraging on the ongoing renegotiations of supply contracts, Eni will boost its competitiveness and will increase its 2011- 2014 gas sales by 5% each year on average in Italy and key European markets.

Ebitda proforma adjusted will reach euro 4.2 billion by 2014, in line with 2009 results, taking into consideration the planned sale of certain international pipelines. This result will also be achieved thanks to the realization of an integrated gas trading platform and a focus on high-value market segments.

Refining & Marketing

Enis strategy in R&M is aimed at increasing operational efficiency, thereby reducing fixed and variable costs by euro 200 million by 2014.

In refining, Eni will increase the flexibility of the plants and the yield in middle distillates, exploiting its proprietary technologies.

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In marketing, Eni will improve results thanks to the re-branding of its distribution network, growth in key European markets and the expansion of non-oil activities.

All these actions with significantly boost R&M profitability, with the objective of reaching Ebit of euro 200 million by 2014, at constant 2010 scenario.

Capex plan and efficiency program

Eni plans euro 53.3 billion of investments over the 2011- 2014 period.

Over 70% of overall investments are related to upstream activities, in particular the development of projects such as Zubair, Junin 5, Perla, Goliat and Block 15/06 in Angola, that will sustain production growth over the plan period and beyond.

With respect to efficiency, Eni is planning a step-up of its cost reduction program, with euro 1.7 billion of savings planned over the next four years, bringing our total since 2006 to euro 4.1 billion. This objective will be achieved through procurement optimization, a further streamlining of logistics in R&M, as well as increased labour efficiencies.

Company Contacts:

Press Office: Tel. +39.0252031875 - +39.0659822030 Freephone for shareholders (from Italy): 800940924 Freephone for shareholders (from abroad): +39. 800 11 22 34 56 Switchboard: +39-0659821

[email protected] [email protected] [email protected]

Web site : www.eni.com

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Notice of Shareholders' Meeting

Shareholders of Eni S.p.A. (hereinafter "Eni" or "Company") are hereby invited to attend the Ordinary Shareholders' Meeting, which will be held in Rome, Piazzale Enrico Mattei, 1, 00144, pedestrian entrance on Passeggiata del Giappone, on April 29, 2011 at 10:00 a.m. (CET) on first call and, if necessary, on May 5, 2011, on second call, respectively, to discuss and deliberate on the following:

Agenda

Eni Financial statements at December 31, 2010. Related deliberations. Eni Consolidated Financial Statements at December 31, 2010. Reports of the Directors, of the Board of Statutory Auditors and of the Audit Firm.
Allocation of net profit.
Determination of the number of the Board of Directors members.
Determination of the Directors term.
Appointment of the Directors.
Appointment of the Chairman of the Board of Directors.
Determination of the remuneration of the Chairman of the Board of Directors and of the Directors.
Appointment of the Statutory Auditors.
Appointment of the Chairman of the Board of Statutory Auditors.
Determination of the remuneration of the Chairman of the Board of Statutory Auditors and of the effective Statutory Auditors.
Compensation of the Court of Auditors Representative in charge of the financial monitoring of Eni.

Right to attend and to vote at the Shareholders' Meeting Pursuant to Article 83- sexies of Italian Legislative Decree No. 58 of February 24, 1998 (Consolidated Law on Finance, hereinafter "T.U.F.") and Article 13.2 of the By-laws, the right to attend the Shareholders Meeting applies to those on behalf of whom the intermediary authorized pursuant to applicable regulations has sent to the Company the statement certifying the ownership of the relative right, at the end of the seventh trading day prior to the date of the Shareholders Meeting on first call (April 18, 2011 - record date ). The statement must be received by Eni by the end of the third trading day (April 26, 2011) prior to the date scheduled for the first call of the Shareholders Meeting. The right to attend and to vote in the Shareholders Meeting still remains even if the statement is received by the Company after the deadline indicated above, as long as it is received by the opening of the Shareholders Meeting. Those who become shareholders only after that date shall not be entitled to attend and to vote at the Shareholders' Meeting. Please note that the statement is sent to Eni by the intermediary upon request of the person entitled to the right. Those entitled to vote are required to give instructions to the intermediary that keeps the related accounts to send the aforementioned statement to the Company. Any requests for prior notice or expence in order to fulfill the duties of the intermediary are not ascribable to the Company . In order to attend the Shareholders Meeting, shareholders holding shares not yet in dematerialized form, shall previously deliver these shares to an authorized intermediary, who will have them dematerialized in the Central Depository System, and shall then request the above-mentioned statement of attendance.

Right to ask questions prior to the Shareholders Meeting Pursuant to Article 127- ter of the T.U.F., shareholders may ask questions on items on the agenda prior to the Shareholders Meeting: the questions must be received by the Company within April 28, 2011; the Company does not guarantee an answer to the questions received after that date. The questions may be sent by mail at the following address:

Eni S.p.A. Segreteria Societaria (Domande Assemblea 2011) Piazzale Enrico Mattei, 1 00144 Roma - Italy

by fax addressed to the Eni Corporate Secretarys Office (Segreteria Societaria) at +39 06 598 22 233, by e-mail at the address [email protected], or through the appropriate section of the Companys website. The interested parties must provide the information and documentation certifying the entitlement to the right, in compliance with the procedures specified in the website. Questions received within the aforementioned deadline shall be answered at the latest during the Shareholders Meeting. The Company shall provide a single answer to questions having the same content. No reply is due when the requested information is available in "question and answer" form in the appropriate section of the Companys Internet website.

Integration of the agenda of the Shareholders Meeting Pursuant to Article 126- bis of the T.U.F. and in accordance with the provisions of Article 13.1 of the By-laws, the Shareholders who, severally or jointly, represent at least one fortieth of Eni share capital, may ask, within ten days from the date of publication of this notice, to add other items to the agenda. The request shall contain the matters to be proposed to the Shareholders Meeting. The requests must be submitted in writing and addressed to the Companys registered office by recorded delivery letter with advice of delivery. Moreover, a report on the proposed issues must be presented by the shareholders requesting integration of the agenda, within the same deadline. Any further information is available on the Companys Internet website.

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How to vote by proxy Pursuant to Article 135- novies of the T.U.F. and Article 14.1 of the By-laws, parties entitled to vote may appoint a representative in the Shareholders Meeting, in the manner specified by the law. The proxy may be notified to the Company by mail, at the following address:

Eni S.p.A. Segreteria Societaria (Delega Assemblea 2011) Piazzale Enrico Mattei, 1 00144 Roma - Italy

by fax to the Eni Corporate Secretarys Office (Segreteria Societaria) at +39 06 598 22 233, or through the appropriate section of the Companys Internet website, according to the procedures specified therein. The proxy and related voting instructions can be revoked at any time. A proxy form is available on the Companys Internet website and at the Companys registered office.

Shareholders Representative designated by the Company Pursuant to Article 135- undecies of the T.U.F. and Article 14.5 of the By-laws, the Company has designated Studio Legale Trevisan & Associati as the representative to whom shareholders may confer the proxy free of charge, with voting instructions on all or part of the proposals on the agenda. In this case, the proxy must be conferred by signing the related proxy form available on the Companys Internet website or at the Companys registered office. The form must be mailed to the following address and received within April 27, 2011:

Studio Legale Trevisan & Associati Viale Majno, 45 20122 Milan - Italy

The proxy and related voting instructions can be revoked within the above-mentioned deadline. The proxy shall not be valid for proposals for which no voting instructions have been provided. For any further information, please visit the Companys website. Shareholders Representative is available for further clarifications at toll-free number 800 134 679 and at the e-mail address [email protected].

How to vote by mail Pursuant to Article 127 of the T.U.F. and Article 14.3 of the By-laws, voting may also be exercised by mail in accordance with the applicable regulations. The "Vote by Mail Form", which shall be available on the Company's website or at the Companys registered office, may also be mailed by the Corporate Secretarys Office to any Shareholders who request it, together with the relative envelope. The "Vote by Mail Form" duly filled in and signed must be mailed to the Corporate Secretarys Office at the following address, and received within April 28, 2011:

Eni S.p.A. Segreteria Societaria (Voto per corrispondenza Assemblea 2011) Piazzale Enrico Mattei, 1 00144 Roma - Italy

For those who wish to use the voting form available on the website, the related procedure for sending the form is specified in the website. Voting forms received after the fixed deadline or lacking the relative signature, shall not be counted in the initial or the voting quorum of the Shareholders Meeting. The vote by mail is exercised directly by the owner of the voting right and is expressed separately for each of the deliberations proposed. The vote may be revoked by written statement notified to the Company within April 28, 2011, or following an express statement issued by the interested party during the course of the Shareholders Meeting.

Information regarding ADRs holders Beneficial Owners of ADRs, listed on the New York Stock Exchange, each ADR representing two Eni ordinary shares, who are recorded in Eni ADRs register of JPMorgan Chase Bank, N.A., ADRs Depositary, by March 25, 2011 will be entitled to participate in the Meeting, delegate the exercise of their voting right or to exercise votes by mail, after having complied with the deposit and registration requirements contained in Eni ADR Deposit Agreement; also Beneficial Owners who have taken advantage of Proxy Vote or Vote by Mail options are entitled to assist at the Meeting upon written request to be made to JPMorgan Chase Bank, N.A.

Appointment of the Directors and Statutory Auditors Pursuant to Articles 147- ter and 148 of the T.U.F. and Articles 17.3 and 28.2 of the By-laws, the Board of Directors and the Board of Statutory Auditors are appointed by the Shareholders' Meeting on the basis of lists submitted by the Shareholders. Only those Shareholders who severally or jointly with other Shareholders represent at least 0.5% of the share capital are entitled to submit lists. The lists must be filed with the Companys registered office within April 4, 2011, together with the additional documentation required by the law and the regulations in force. For further information on the filing of lists through remote communication means, please contact the Corporate Secretarys Office at the e-mail address [email protected], or call the toll-free number (from Italy only) 800 940 924. Regarding the submitting, depositing and publishing of lists, please refer to the provisions contained in Articles 17 and 28 of the By-laws, the Companys website and the Report of the Board of Directors on the items on the agenda of the Shareholders Meeting, which is available on the aforementioned website. The lists will be available to the public within April 8, 2011, at the Companys registered office, at Borsa Italiana S.p.A. and on the Companys website. Ownership of the minimum share required to submit lists is determined by taking into account the shares that are registered in the name of the shareholder on the day in which the lists are filed with the Company. The relative certification can also be provided subsequently to the deposit, provided this occurs before 18:00 of April 8, 2011.

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Real time transmission of the Shareholders Meeting It is possible to follow the Shareholders Meeting through video transmission system at the Eni office in San Donato Milanese, Via Emilia 1, 20097, V Palazzo Uffici Eni, as long as the Company receives the notification issued by an authorized intermediary, in accordance with Article 83- sexies of the T.U.F. Following the Shareholders Meeting in the above-mentioned manner shall not entitle the shareholder to speak or to vote, and the related shares shall not be counted in the initial quorum or the voting quorum of the Shareholders Meeting. Those who wish to follow the Shareholders Meeting by the above-mentioned means are invited to signal their intention by contacting the toll-free number (from Italy only) 800 940 924 or writing to the email address [email protected].

Request for information and Internet website of the Company Any further information related to the Shareholders Meeting and, in particular, on the procedures for exercising rights, can be obtained by visiting the Companys website www.eni.com or by writing to the email address [email protected]. In addition, the following numbers are active:

Toll-Free Number: 800 940 924 - from Italy only.
Toll-Free Number: + 800 112 234 56 - from outside Italy.
Fax number: +39 06 598 22 233.

Information documents The documentation relative to the items on the agenda, the full texts of the deliberation proposals together with the explanatory reports specified the applicable legislation and the other information specified in Article 125- quater of the T.U.F., will be available to the public in accordance with the terms of the law at the Companys registered office, at Borsa Italiana S.p.A. and on the Companys website.

Any experts, financial analysts and journalists who wish to follow the Shareholders Meeting must submit an appropriate request by mail or fax at +39 06 598 22 233 to be received by the Eni Corporate Secretarys Office (Segreteria Societaria) within April 27, 2011. Those who are entitled to attend the Shareholders Meeting are invited to arrive before the scheduled starting time of the Meeting, so as to facilitate admission procedures; registration operations shall be performed at the venue of the Shareholders Meeting starting from 9:00. With regard to the composition of the Companys shareholding structure, the ordinary session of the Shareholders Meeting is likely to be held on May 5, 2011.

The Chairman of the Board of Directors Roberto Poli

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E NI S P A O RDINARY S HAREHOLDERS M EETING OF A PRIL 29 AND M AY 5, 2011 ON FIRST AND SECOND CALL RESPECTIVELY R EPORT OF THE B OARD OF D IRECTORS ON THE RENEWAL OF THE COMPANY OFFICERS AND DETERMINATION OF THE REMUNERATIONS (ITEMS 3, 4, 5, 6, 7, 8, 9, 10 AND 11 ON THE AGENDA)

The Italian text prevails over the translation into English

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E NI S .P .A.

O RDINARY S HAREHOLDERS M EETING OF A PRIL 29 AND M AY 5, 2011 ON FIRST AND SECOND CALL RESPECTIVELY

Report of the Board of Directors on the renewal of company officers and determination of the remunerations

D ETERMINATION OF THE NUMBER OF THE B OARD OF D IRECTORS M EMBERS (ITEM 3 )

To the Shareholders: the Shareholders Meeting has been called to appoint the Members of the Board of Directors, as today being the expiring term of the previous directors in office appointed by the Meeting held on June 10, 2008. Pursuant to Article 17.1 of the By-laws, the Board of Directors consists of no fewer than three and no more than nine members and the Shareholders Meeting determines the number within these limits. The Shareholder Meeting on June 10, 2008 set in nine the number of Directors. The Article 17.1 of the By-laws also states that, in addition to the Directors appointed as specified above, the Ministry of Economy and Finance, in agreement with the Ministry for Economic Development, pursuant to Law by Decree of May 31, 1994, No. 332 ("L.D. No. 332/94"), converted into Law with amendments from Law July, 30, 1994 No. 474, may appoint another Director with no voting rights. Until now the Ministry of Economy and Finance has not used said faculty. In order to ensure that the Board of Directors has a composition that is suitable to the dimension of the company and the complexity of its business, the Board hereby proposes to maintain the number of nine Directors to be appointed by the Shareholders Meeting.

To the Shareholders: You are invited to approve the proposal of setting at nine the number of the Directors to be appointed by the Shareholders Meeting.

D ETERMINATION OF THE D IRECTORS TERM (ITEM 4 )

To the Shareholders: pursuant to Article 17.2 of the By-laws, the Directors are appointed for a term up to three financial years. In order to ensure continuity in the management of the Company, the Board proposes to set the term of the Directors office to three financial years, this

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term expiring on the date of approval of Eni 2013 financial statements by the Shareholders Meeting.

To the Shareholders: You are invited to approve the proposal to set the term of the office of the Directors to be appointed to three financial years, this term expiring on the date of the Shareholders Meeting convened to approve Eni 2013 financial statements.

A PPOINTMENT OF THE D IRECTORS (ITEM 5 )

To the Shareholders: pursuant to Article 17.3 of the By-laws, except for the Director appointed pursuant to L.D. No. 332/94, the Board of Directors is appointed by the Shareholders Meeting on the basis of lists presented by Shareholders (and, in case, by the Board of Directors); in which the candidates must be listed in numerical order. Candidate lists presented by the Shareholders must be filed in the manners specified in the meeting notice, at least twenty-five days before the date set for the first call of the Shareholders Meeting. Each Shareholder may submit severally or jointly a single list and vote one candidate list only. Controlling subjects, controlled companies by them and those under joint control cannot submit or participate in the submission of other lists, or vote on them, not even through proxies or fiduciary companies. Controlled companies are intended as those companies as defined by Article 93 of Legislative Decree No. 58 of February 24, 1998 ("TUF"). Each candidate may appear in one list only or will be ineligible. Only those Shareholders who, alone or together with other Shareholders, represent at least 0.5 per cent of the voting share capital at the ordinary Shareholders Meeting may present candidate lists. Together with the deposit of each list, in order to assure its validity, the following documents shall be deposited:

| - | statement of each candidate
to accept his/her nomination; |
| --- | --- |
| - | the curriculum of each
candidate containing adequate information on his/her
personal and professional characteristics; |
| - | statement of each candidate
to attest that he/she possesses the requirement of
independence set forth by Article 148, third Paragraph,
of TUF requirements and of honour and that causes for his
ineligibility and incompatibility are non existing; |
| - | the identity of shareholders
that have presented such list and the percentage of
participation held by them in Eni share capital. |

According to the Consob Communication No. DEM/9017893 of February 26, 2009, Shareholders who are other than those who severally or jointly hold a controlling or majority shareholding, should deposit, together with their list:

a statement certifying the absence of direct or indirect relationships with Shareholders who individually or jointly hold a controlling or relative majority, pursuant to Article 147- ter , third Paragraph, of TUF and Article 144- quinquies of the Consob Resolution No. 11971 of May 14, 1999 and subsequent amendments ("Issuer Regulations");
3 -

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a statement specifying any relationships, if relevant and the reasons why these relationships are not considered decisive to the existence of the aforementioned relationships.

The lists, together with the above-mentioned information, will be made available at the Companys registered office, on the Companys internet website and at the Italian Stock Exchange at least twenty-one days before the date set for the first call of the Shareholders Meeting. Ownership of the minimum share required to submit lists is determined by taking into account the shares that are registered in the name of the Shareholder on the day in which the lists are filed with the company. The relative certification can also be provided subsequently to the deposit, within the term set for the filing of the lists. At least one Board member, if the Board members are no more than five, or at least three Board members if the Board members are more than five, shall have the independence requirements set for the Board of Statutory Auditors members of listed companies by Article 148, third Paragraph, of TUF, that applies also to Directors pursuant to Article 147- ter , fourth Paragraph, of TUF. Shareholders are invited to take into account also the independence requirements set by Article 3 of Enis Corporate Governance Code. The independent candidates shall be expressly indicated in each list. All candidates shall also have the requirement of honour set for the Board of Statutory Auditors members of listed companies by Article 148, fourth Paragraph, of TUF, that applies also to Directors pursuant to Article 147- quinquies , first Paragraph, of TUF. Board members will be elected in the following manner:

| a) | seven tenths of the members
to be elected will be drawn out from the candidate list
that receives the majority of votes expressed by the
Shareholders in the numerical order in which they appear
on the list, rounded off in the event of a fractional
number to the next lower number; |
| --- | --- |
| b) | the remaining Board members
will be drawn out from the other candidate lists; said
lists shall not be linked in any way, neither indirectly,
to the Shareholders who have presented or voted the list
that has obtained the highest number of votes; to this
purpose the votes obtained by each candidate list will be
divided by one or two or three depending on the number of
the members to be elected. The quotients thus obtained
will be assigned progressively to candidates of each said
lists in the order given in the lists themselves.
Quotients thus assigned to the candidates of said lists
will be set in one decreasing numerical order. Those who
obtain the highest quotients will be elected. In the event that more than one candidate obtains the
same quotient, the candidate elected will be the one of
the list that has not hitherto had a Board member elected
or that has elected the least number of Board members. In the event that none of the lists has yet elected a
Board member or that all of them have elected the same
number of Board members, the candidate from all such
lists who has obtained the largest number of votes will
be elected. In the event of equal list votes and equal
quotient, a new vote will be taken by the entire
Shareholders' Meeting and the candidate elected will be
the one who obtains a simple majority of the votes; |
| c) | if through the procedure
described above the minimum number of independent
Directors set by these By-laws is not elected, the
quotient is calculated according to |

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| | letter b) above in order to
be assigned to the candidates present in each list; the
independent candidates not yet drawn from the lists
pursuant to letters a) and b) above, who have got the
highest quotients will be elected in order to meet the
provisions of the By-Laws on the number of the
independent Directors. The Directors so appointed will
replace the non independent Directors to whom the lowest
quotients have been assigned. If the number of
independent candidates is lower than the minimum limit
set by the By-laws, the Shareholders' Meeting will make a
resolution with the majorities prescribed by the law to
substitute the not independent candidates who have got
the lowest quotients; |
| --- | --- |
| d) | to appoint Board members for
any reason not covered by the terms of the aforementioned
procedure, the Shareholders' Meeting will make a
resolution with the majorities prescribed by the law in
order, however, to assure that the Board composition
complies with the current legislation and the By-laws. |

In consideration of the Board proposal aforementioned, the Shareholders Meeting, pursuant to Article 17.3 of the By-laws, shall appoint nine Directors on the basis of the lists presented by those entitled. The retiring Board of Directors will not present a list of candidates.

To the Shareholders: You are invited to vote one of the lists presented and published pursuant to the By-laws.

A PPOINTMENT OF THE C HAIRMAN OF THE B OARD OF D IRECTORS (ITEM 6 )

To the Shareholders: pursuant to Article 18.1 of the By-laws, the Chairman of the Board of Directors is appointed by the Shareholders Meeting, or, if it doesnt provide for, by the Board of Directors, among the Board members with voting right. The Board proposes to the Shareholders Meeting to appoint Chairman of the Board of Directors the Director proposed by the Shareholders among those elected according to the proposal on Item 5 of the Agenda.

To the Shareholders: You are invited to appoint Chairman of the Board of Directors the Director proposed by the Shareholders among those elected previously according to the proposal on Item 5 of the Agenda.

D ETERMINATION OF THE REMUNERATION OF THE C HAIRMAN OF THE B OARD OF D IRECTORS AND OF THE D IRECTORS (ITEM 7 )

To the Shareholders: pursuant to Article 26.1 of the By-laws, the Shareholders Meeting determines the Chairmans and the Directors remuneration.

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The Shareholders Meeting held on May 25, 2006 authorised the Board of Directors to extend to Eni S.p.A.s Directors and Statutory Auditors the D&O insurance policy for Eni S.p.A. managers, for a maximum coverage and yearly premium of 200 million US dollars and 2 million US dollars, respectively. The policy remains effective also for the Directors to be appointed. The related maximum insurable sum currently amounts at 200 million US dollars and the annual insurance premium at 1.6 million US dollars.

To the Shareholders: You are invited to approve one of the proposals that will be presented to the Shareholders Meeting on this item.

A PPOINTMENT OF THE S TATUTORY A UDITORS (ITEM 8 )

To the Shareholders: the Shareholders Meeting has been called to appoint the members of the Board of the Statutory Auditors, having the current Board of the Statutory Auditors been appointed by the Shareholders Meeting held on June 10, 2008. Pursuant to Article 28.1 of the By-laws, the Board of the Statutory Auditors consists of five effective members and two alternate members. Pursuant to Article 28.2 of the By-laws, the Board of the Statutory Auditors is appointed by the Shareholders' Meeting on the basis of lists presented by the Shareholders; in such lists candidates are listed in numerical order. According to the Board proposal on Item 9 of the Agenda, the first candidate of the minority list who obtains the majority of votes will be proposed as Chairman of the Board of the Statutory Auditors. The candidates to the office of Statutory Auditor shall have the independence qualifications set forth by Article 148, third Paragraph, of TUF. They shall also have the professional qualifications and the requirement of honour set forth by the Ministerial Decree No. 162, dated March 30, 2000 issued by the Ministry of Justice. The matters strictly connected to those of interest of the Company as indicated in Article 28.1 of the By-laws shall be taken into account. Said matters are: company law, business economics and corporate finance. The sectors strictly connected with those of interest of the Company are the engineering and geological sectors. The Statutory Auditors may be appointed members of administration and control bodies in other companies within the limits set by Eni By-laws and by Article 144- terdecies of Issuer Regulations. Shareholders are invited to take into account also the independence requirements set by Article 10 of Enis Corporate Governance Code. For the presentation, deposit and publication of the candidate lists the procedures for the appointment of Directors on the basis of lists, to which reference is made, and the provisions contained in the Issuer Regulations, as applicable, shall apply. Only those Shareholders who, alone or together with other Shareholders, represent at least 0.5 per cent of the voting share capital at the ordinary Shareholders' Meeting may present candidate lists. The lists presented by the Shareholders must be filed with the Companys registered office at least twenty-five days before the date set for the first call of the Shareholders Meeting.

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Together with said lists, the following documents shall be deposited:

| - | the information regarding
the identity of the Shareholders who have presented a
list, the percentage of Eni share capital owned by each
of them; |
| --- | --- |
| - | a declaration that each
candidate accepts his/her nomination; |
| - | the curriculum of each
candidate containing adequate information on his/her
personal and professional characteristics; a declaration
of each candidate that he/she possesses the requirements
set forth by the current legislation and Eni By-laws for
the office of Statutory Auditor. Each candidate shall
also declare that the limits to the number of office that
may be covered by a statutory auditor as set forth by the
provisions of Issuer Regulations; |
| - | a declaration of the
Shareholders different from those that, also jointly,
hold a control or a relative majority stake in the
Companys share capital that they have no liason
relationships, as per Article 144- quinquies of
Issuer Regulations, with the above-mentioned
Shareholders. |

| - | any relevant relationships
with Shareholders who hold severally or jointly, a
controlling or relative majority shareholding. In
particular, it is recommended to mention at least those
relationships as listed at Article 2 of Consob
Communication. Alternatively they must state if there are
no significant relationships; |
| --- | --- |
| - | the reasons why these
relationships are not considered decisive for defining
the existence of the relationships pursuant to Article
148, second Paragraph of TUF and Article 144- quinquies Issuer Regulations. |

The lists, together with the above-mentioned information, will be made available at the Companys registered office, on the Companys internet website and at the Italian Stock Exchange at least twenty-one days before the date set for the first call of the Shareholders Meeting. The lists shall be divided into two sections: the first one for the candidates to be appointed effective Auditors and the second one for the candidates to be appointed alternate Auditors. At least the first candidate of each section shall be chartered accountant and have exercised audit activities for not less than three years. Three effective Auditors and one alternate Auditor will be drawn from the list that obtains the majority of votes. The other two effective Auditors and the other alternate Auditor will be appointed pursuant to Article 17.3, letter b) of the By-laws, or pursuant to Article 17.3, letter d) of the By-laws. The procedure described in this last Articles shall be applied separately to each section of the lists involved. The Auditors will remain in force three financial years; the term will expire on the date of the Shareholders Meeting convened to approve Eni 2013 financial statements.

To the Shareholders: You are invited to vote one of the lists presented and published pursuant to the By-laws.

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A PPOINTMENT OF THE C HAIRMAN OF THE B OARD OF S TATUTORY A UDITORS (ITEM 9 )

To the Shareholders: pursuant to Article 28.2 of the By-laws, the Shareholders Meeting appoints the Chairman of the Board of Statutory Auditors among the effective Auditors appointed according to Article 17.3, letter b) of these By-laws, from the minority lists or according to the provisions contained in Article 17.3, letter d) of the By-laws.

To the Shareholders: You are invited to appoint as Chairman of the Board of Statutory Auditors the first candidate of the minority list that has received the majority of votes. If no minority lists are presented, or if the Statutory Auditors are elected according to Article 17.3, letter d) of the By-laws, you are invited to appoint Chairman of the Board of Statutory Auditors the candidate elected according to the procedures proposed by the Shareholders.

D ETERMINATION OF THE REMUNERATION OF THE C HAIRMAN OF THE B OARD OF S TATUTORY A UDITORS AND OF THE EFFECTIVE S TATUTORY A UDITORS (ITEM 10 )

To the Shareholders: pursuant to Article 2402 of the Civil Code, the Shareholders Meeting determines the annual remuneration of the Chairman of the Board of Statutory Auditors and of the other effective Auditors. The Shareholders Meeting held on May 25, 2006 authorised the Board of Directors to extend to Eni S.p.A. Directors and Statutory Auditors the D&O insurance policy for Eni S.p.A. managers, for a maximum coverage and yearly premium of 200 million US dollars and 2 million US dollars, respectively. The policy remains effective also for the Statutory Auditors to be appointed. The related maximum insurable sum currently amounts at 200 million US dollars and the annual insurance premium at 1.6 million US dollars.

To the Shareholders: You are invited to approve one of the proposals that will be presented to the Shareholders Meeting on this item.

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C OMPENSATION OF THE C OURT OF A UDITORS R EPRESENTATIVE IN CHARGE OF THE FINANCIAL MONITORING OF E NI (ITEM 11 )

To the Shareholders: pursuant to the current legislation, as confirmed by Decision No. 466/1993 of the Constitutional Court, the Court of Auditors, pursuant to Law No. 259 issued on March 21, 1958, exercises the financial monitoring of Enis operations. According to said law, the entities to the functioning of which the Italian State contributes ordinarily, as Eni, are subject to said control. In order for the Court of Auditors to exercise such control, a representative of the Court of Auditors attends the meetings of the Board of Directors, the Audit Committee and the Board of Statutory Auditors of Eni without the right to vote. At present, the Magistrate receives a compensation of euro 1,000 for the participation in each meeting of the Board of Directors, the Board of Statutory Auditors and of the Board Committees, in addition to the reimbursement of the expenses incurred because of the office.

To the Shareholders: You are invited to set the compensation for the representative of the Court of Auditors as financial controller of Eni.

The Chairman of the Board of Directors R OBERTO P OLI

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E NI S P A O RDINARY S HAREHOLDERS M EETING OF A PRIL 29 AND M AY 5, 2011 ON FIRST AND SECOND CALL RESPECTIVELY R EPORT OF THE B OARD OF D IRECTORS ON THE FINANCIAL STATEMENTS OF E NI S .P. A . AT D ECEMBER 31, 2010 (ITEMS 1 AND 2 ON THE AGENDA)

The Italian text prevails over the translation into English

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E NI S .P .A.

O RDINARY S HAREHOLDERS M EETING ON A PRIL 29 AND M AY 5, 2011 ON FIRST AND SECOND CALL RESPECTIVELY

Report of the Board of Directors on the financial statements of Eni S.p.A. at December 31, 2010

E NI F INANCIAL S TATEMENTS AT D ECEMBER 31, 2010 . R ELATED DELIBERATIONS. E NI C ONSOLIDATED F INANCIAL S TATEMENTS AT D ECEMBER 31, 2010 . R EPORTS OF THE D IRECTORS, OF THE B OARD OF S TATUTORY A UDITORS AND OF THE A UDIT F IRM. ( I TEM 1 )

Dear Shareholders, The document "Annual Report at December 31, 2010" of Eni S.p.A., available at the Companys registered offices, on the Companys website and at Borsa Italiana S.p.A. (the Italian Stock Exchange), contains the draft of the financial statements of Eni S.p.A. and the consolidated financial statements, the Directors report and the statement pursuant to Article 154 -bis , paragraph 5 of the Legislative Decree No. 58 issued on February 24, 1998. Reports of the Audit Firm and of the Board of Statutory Auditors are fully available to the public with the Annual Report. Reference should therefore be made to these documents.

You are invited to approve the financial statements at December 31, 2010 of Eni S.p.A. which show profits of euro 6,179,319,559.03.

A LLOCATION OF NET P ROFIT ( I TEM 2 )

Dear Shareholders, in relation to the results achieved, the Board of Directors proposes that you resolve as follows:

the allocation of the profit for the period of euro 6,179,319,559.03, of which euro 4,368,071,987.53 remains following the distribution of the 2010 interim dividend of euro 0.50 per share resolved by the Board of Directors on September 9, 2010 and paid out on September 23, 2010, as follows:

| | to Shareholders as dividend
euro 0.50 per share owned and outstanding at the coupon
detachment date, excluding treasury shares in the
portfolio on that date, completing payment of the
dividend for the financial year 2010; the total dividend
per share for financial year 2010 therefore amounts to
euro 1; |
| --- | --- |
| | to the legal Reserve the
amount remaining following the distribution of the
proposed dividend; |

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the balance of the 2010 dividend will be paid beginning on May 26, 2011, with coupon detachment set for May 23, 2011.

The Chairman of the Board of Directors R OBERTO P OLI

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Eni: Board of Directors approves bond issue

Rome, March 31, 2011 - Eni's Board of Directors this morning approved the issue of one or more bonds, to be placed with institutional investors, with a value of up to a maximum amount of euro 3 billion or its equivalent in other currencies, by March 31, 2012.

The bonds will enable Eni to maintain a well-balanced financial structure in terms of short-term and medium/long-term debt, and may be listed on regulated markets.

Company Contacts:

Press Office: Tel. +39.0252031875 - +39.0659822030 Freephone for shareholders (from Italy): 800940924 Freephone for shareholders (from abroad): +39. 800 11 22 34 56 Switchboard: +39-0659821

[email protected] [email protected] [email protected]

Web site : www.eni.com

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Eni Regulatory Filings 2011

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Eni — Regulatory Filings 2011

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