Eni - Regulatory Filings 2012 | FinancialReports.eu

6-K 1 sj060612en6k.htm HTML PUBLIC "-//IETF//DTD HTML//EN" sj060612en6k

Table of Contents

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

June 6, 2012

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): )

Table of Contents

TABLE OF CONTENTS TOC

Disclosure Statement - For the sale of shareholding equal to 30% minus one share of the voting share capital of Snam S.p.A.

Table of Contents

/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:	Head of Corporate Secretary's Staff Office

Date: June 6, 2012

Table of Contents

DISCLOSURE STATEMENT

For the sale of shareholding equal to 30% minus one share

of the voting share capital of Snam S.p.A.

Prepared pursuant to Article 5 of the Regulation adopted by Consob with Resolution no. 17221 of 12 March 2010, as amended by Resolution no. 17389 of 23 June 2010 and pursuant to Article 71 of the Regulation adopted by Consob with Resolution no. 11971 of 14 May 1999, as amended and supplemented.

June 2012

This disclosure statement has been published at the registered office of Eni S.p.A., on the website of Eni S.p.A. (www.eni.com), and on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) on 6 June 2012.

Table of Contents

Highlights of the Issuer

Eni Group Full year 2011

(Euro million) Consolidated Financial Statements Pro-Forma Financial Statements

Consolidated operating profit	17,435	15,351
Consolidated
net profit (*)	6,860	6,452
- per share (Euro)	1.89	1.78
Net
capital employed	88,425	75,823
Shareholders' equity	60,393	62,506
of which:
- Eni's shareholders	55,472	59,315
of which: - non-controlling interest	4,921	3,191
Net
borrowings	28,032	13,317
Leverage	0.46	0.21
ROACE (%)	9.7	10.4
Average number of shares outstanding (million)	3,622.6	3,622.6

(*) Attributable to Eni's shareholders.

Table of Contents

INDEX

DEFINITIONS	5
INTRODUCTION	9

WARNINGS 11

| 1.1 | Risks
associated with potential conflicts of interest arising
from the Transaction with a related party | 11 |
| --- | --- | --- |
| 1.2 | Risks or uncertainties of the
Transaction that can materially influence the
Issuers activity | 11 |

| 1.2.1 | Risks or
uncertainties related to the Transaction | 11 |
| --- | --- | --- |
| 1.2.2 | Risks associated with the
preparation of pro-forma financial statements | 12 |

| 2. | INFORMATION
ON THE TRANSACTION | 13 |
| --- | --- | --- |
| 2.1 | Summary description of the
terms and conditions of the Transaction | 13 |

| 2.1.1 | Description
of the company target of the Transaction | 13 |
| --- | --- | --- |
| 2.1.2 | Terms and conditions of
the Transaction | 16 |
| 2.1.3 | Criteria
for determining the consideration of the Transaction and
evaluations on its fairness in relation to market values
for similar transactions | 18 |
| 2.1.4 | Allocation of the sale
proceeds | 22 |

2.2 Reasons, purpose and benefits of the Transaction 22

2.2.1 Reasons for the Transaction, particularly with regard to the Issuers operating objectives 23

2.3 Relations with SNAM and CDP 23

| 2.3.1 | Related Parties involved
in the Transaction | 23 |
| --- | --- | --- |
| 2.3.2 | Relevant
relationships maintained by the Issuer either directly or
indirectly through its subsidiaries, with the company
target of the Transaction and existing at the time the
Transaction is completed | 23 |
| 2.3.3 | Relevant relationships and
agreements between the Issuer, its subsidiaries, the
executives and members of the board of directors of the
Issuer and the entity to which the Shares are sold | 24 |
| 2.3.4 | Impact
of the Transaction on the remuneration of members of the
board of directors of the Company and/or of its
subsidiaries | 24 |
| 2.3.5 | Members of the board of
directors and board of statutory auditors, general
managers and executives of the Company parties to the
Transaction (if any) | 24 |
| 2.3.6 | Procedure
for approval of the Transaction | 24 |

| 2.4 | Documents available to the
public and places where they may be consulted | 26 |
| --- | --- | --- |
| 3. | ECONOMIC
AND CAPITAL IMPACTS OF THE TRANSACTION | 27 |
| 3.1 | Economic and capital effects
of the Transaction | 27 |

3.1.1 If, pursuant to Article 5, paragraph 2, of the Consob Regulation, the significance of the Transaction stems from the combination of several transactions carried out during the year with the same related party, or with parties related both to the latter and to the Company, the information given hereinabove must refer to all such transactions 27

Table of Contents

| 3.2 | Significant
effects of the Transaction on key factors that influence
and characterise the Issuers activity, and the type
of business performed by the Issuer | 27 |
| --- | --- | --- |
| 3.3 | Possible impacts of the Transaction on the
strategies pursued in the commercial, financial and
centralised service relationships between ENI Group
companies | 28 |
| 4. | CONSOLIDATED PRO - FORMA
FINANCIAL STATEMENTS OF THE ISSUER | 29 |
| 4.1 | Introduction | 29 |
| 4.2 | Pro - forma
Consolidated Balance Sheet | 32 |

| 4.2.1 | Snam
Deconsolidation | 32 |
| --- | --- | --- |
| 4.2.2 | Intercompany transactions | 33 |
| 4.2.3 | Effects
of the Transaction | 33 |

4.3 Pro - forma Consolidated Profit and Loss Account 35

| 4.3.1 | Snam
Deconsolidation | 35 |
| --- | --- | --- |
| 4.3.2 | Intercompany transactions | 35 |
| 4.3.3 | Effects
of the Transaction | 36 |

4.4 Pro - forma Reclassified Consolidated Balance Sheet 38

4.4.1 Assumptions for elaboration of pro - forma data 39

| 4.5 | Historic and pro - forma
ratios per share of the ENI Group | 40 |
| --- | --- | --- |
| 4.6 | Comparative capital ratios of the historic
consolidated financial statements and the pro - forma
financial statements at 31 December 2011 | 40 |
| 4.7 | Auditors examination
report on the pro - forma
consolidated financial data | 42 |
| 5. | BUSINESS OUTLOOK FOR THE ISSUER AND ITS
GROUP | 43 |
| 5.1 | Guidance on
trends in the operating performance of the Issuer since
the end of the financial year of reference for its last
published annual report | 43 |
| 5.2 | Reasonable
earnings forecast for the current year | 44 |

| Appendix
"A" Opinion of the Internal Control
Committee of Eni S.p.A. issued on 29 May 2012 | 46 |
| --- | --- |
| Appendix "B" Fairness
opinion of Mediobanca S.p.A. on the adequacy of the
consideration for the transfer by Eni S.p.A. of the
shareholding equal to 30% minus one share of the voting
share capital of Snam S.p.A. | 46 |
| Appendix
"C" Fairness opinion of Morgan Stanley
Bank International Limited, Milan Branch on the adequacy
of the consideration for the transfer by Eni S.p.A. of
the shareholding equal to 30% minus one share of the
voting share capital of Snam S.p.A. | 46 |
| Appendix "D" Fairness
opinion of Rothschild S.p.A. in support of the Internal
Control Committee on the adequacy of the consideration
for the transfer by Eni S.p.A. of the shareholding equal
to 30% minus one share of the voting share capital of
Snam S.p.A. | 46 |
| Appendix
"E" Report of the auditing company on
the pro - forma
consolidated economic and financial figures | 46 |

Contents

DEFINITIONS

The definitions of the key terms used in this Disclosure Statement are as follows:

| " AEEG " | Autorità per lEnergia
Elettrica e il Gas ("Regulatory Authority for
Electricity and Gas"), with registered office at Via
dei Crociferi no. 19, Rome. |
| --- | --- |
| " Shares " | The total of 1,013,590,481
ordinary shares of SNAM, with a nominal value of Euro
1.00 or the number of SNAM shares that at the
Closing Date represent 30% less 1 share of the voting
shares of SNAM to be sold to CDP. |
| " Borsa Italiana " | Borsa Italiana S.p.A., with
registered office at Piazza degli Affari no. 6, Milan. |
| " CDP " | Cassa Depositi e Prestiti
S.p.A., with registered office at Via Goito no. 4, Rome;
Tax Identification Number (" codice fiscale ")
and Rome Companies Register no. 80199230584. |
| " Closing " | Execution of the
Transaction, through transfer of ownership of the Shares
and payment of the first tranche of the Consideration. |
| " Internal Control
Committee " | The ENI Internal Control
Committee, all of whose members are independent and
unrelated non-executive directors, which is designated by
the Related Parties Procedure as the committee
responsible for the examination of related party
transactions not concerning remunerations and for
expressing a justified opinion on the interest of the
Company to execute the transactions as well as on the
convenience and substantial correctness of the relative
conditions. |
| " Consob " | The Commissione Nazionale
per le Società e la Borsa (i.e. the Italian securities
and exchange commission), with registered office at Via
G.B. Martini no. 3, Rome. |
| " Agreement " | The agreement for the
purchase and sale of the Shares that must be negotiated
and executed by |

Contents

15 June 2012, between ENI, in its capacity as seller, and CDP, in its capacity as buyer.

| " Consideration " | The consideration owed by
CDP for the purchase of the Shares, in the amount of Euro
3.47 for each of the Shares and for a total of Euro
3,517,158,969.08, currently referable to no.
1,013,590,481 shares. |
| --- | --- |
| " Closing Date " | The date on which the
Closing will take place, which will be the later of the
following dates: ( i ) 15 October 2012 or ( ii )
within five business days after satisfaction of the last
of the conditions precedent for the Closing. |
| " Disclosure
Statement " | This disclosure statement
prepared ( i ) pursuant to Article 71 of the Issuers
Regulation and Article 5 of the Related Parties
Regulation and Related Parties Procedure, and ( ii )
in compliance with Outline (" Schema ") 3
in Appendix 3B of the Issuers Regulation and Appendix 4
of the Related Parties Regulation. |
| " DPCM " | The Decree of the President
of the Council of Ministers issued on 25 May 2012
pursuant to Article 15 of Law Decree no. 1 of 24 January
2012. |
| " Issuer ",
" ENI " or " Company " | Eni S.p.A., with registered
office at Piazzale Mattei no. 1, Rome; Tax Identification
Number (" codice fiscale ") and Rome
Companies Register no. 00484960588. |
| " ENI Group " | ENI and its consolidated
subsidiaries taken as a whole. |
| " Mediobanca " | Mediobanca Banca di
Credito Finanziario S.p.A., with registered office at
Piazzetta Enrico Cuccia no. 1, Milan, Tax Identification
Number (" codice fiscale ") and Milan
Companies Register no. 00714490158, entered in the
Register of Banks and Bank Groups at no. 10631.0, parent
company of the "Mediobanca" bank group. |
| " Morgan Stanley " | Morgan Stanley Bank
International Limited, Milan Branch, with registered
office at Palazzo |

Contents

Serbelloni, Corso Venezia no. 16, Milan, Taxpayer Identification Number ("codice fiscale") and Milan Companies Register no. 13255350152.

| " Transaction " | The transaction described in
this Disclosure Statement, concerning the sale of the
Shares by ENI to CDP. |
| --- | --- |
| " Related Parties
Procedure " or " Procedure " | The " Management
System Guideline Operazioni con interessi degli
amministratori e sindaci e Operazioni con Parti Correlate "
("Management System Guideline Transactions
Involving the Interests of the Directors and Statutory
Auditors and Transactions with Related Parties")
approved by the ENI Board of Directors on 18 November
2010, as amended on 19 January 2012. |
| " Rothschild " | Rothschild S.p.A., with
registered office at Via Santa Radegonda no. 8, Milan Tax
Identification Number (" codice fiscale ")
and Milan Companies Register no. 09682650156. |
| " Issuer Regulation " | The Regulation adopted by
Consob with Resolution no. 11971 of 14 May 1999, as
amended and supplemented. |
| " Related Parties
Regulation " | The Regulation entitled
"Measures Governing Related Party
Transactions," adopted by Consob with Resolution no.
17221 of 12 March 2010, as amended. |
| " SNAM " | SNAM S.p.A., with registered
office at Piazza Santa Barbara no. 7, San Donato Milanese
(MI), Tax Identification Number (" codice fiscale ")
and Milan Companies Register no. 13271380159. |
| " SNAM Group " | SNAM and its consolidated
subsidiaries taken as a whole. |
| " Term Sheet " | The preliminary binding
agreement made by ENI and CDP on 30 May 2012, which
describes the principal terms of the Transaction and the
principal conditions for negotiating and stipulating the
Agreement. |

Contents

" Consolidated Finance Law " or " TUF " Italian Legislative Decree no. 58 of 24 February 1998, as amended and supplemented.

Contents

INTRODUCTION

This disclosure statement (the " Disclosure Statement ") has been prepared by Eni S.p.A. (the " Issuer ", " ENI " or the " Company ") pursuant to ( i ) Article 71 of the Regulation adopted by Consob with Resolution no. 11971 of 14 May 1999, as amended and supplemented (the " Issuers Regulation ") and ( ii ) Article 5 of the Regulation adopted by Consob with Resolution no. 17221 of 12 March 2010, as amended and supplemented, entitled "Measures Governing Related Party Transactions" (the " Related Parties Regulation ") and the " Management System Guideline Operazioni con interessi degli amministratori e sindaci e Operazioni con Parti Correlate " ("Management System Guideline Transactions Involving the Interests of the Directors and Statutory Auditors and Transactions with Related Parties") approved by the ENI Board of Directors on 18 November 2010, as amended on 19 January 2012 (the " Related Parties Procedure " or the " Procedure ").

This Disclosure Statement has been prepared in relation to the sale, by the Company to Cassa Depositi e Prestiti S.p.A. (" CDP "), of a total of 1,013,590,481 (onebillionthirteenmillionfivehundred ninetythousandfourhundredeighty-one) shares in SNAM S.p.A. (" SNAM ") the company that owns 100% of the share capital of Snam Rete Gas S.p.A., GNL Italia S.p.A., Stoccaggi Gas Italia S.p.A. (abbreviated as Stogit S.p.A.) and Italgas S.p.A., the four operating companies that operate and develop the natural gas transport, regasification, storage and distribution activities or the other number of SNAM shares that at the Closing Date represent 30% less 1 share of the voting shares of SNAM (the " Transaction ").

As announced to the market on 30 May 2012, the Transaction implements the provisions of the Decree of the President of the Council of Ministers issued on 25 May 2012 (the " DPCM ").

The DPCM was issued pursuant to Article 15 of Law Decree no. 1 of 24 January 2012 (converted into Law no. 27 of 24 March 2012), pursuant to which ENI must divest SNAM in accordance with the divestiture guidelines (so-called "ownership unbundling") set out in Article 19 of Legislative Decree no. 93 of 1 June 2011, and in accordance with the criteria, terms and conditions defined in the DPCM specifically to ensure the complete independence of SNAM from the largest natural gas production and sale company. More specifically, the DPCM requires that ENI reduce its current shareholding in SNAM pursuant to Article 19 of Legislative Decree no. 93 of 1 June 2011 as soon as market conditions allow, but no later than eighteen months after the effective date of the statute converting Law Decree no. 1 of 24 January 2012 into law 1 (25 September 2013), for the purpose of transferring control pursuant to Article 2359, paragraph 1 of the Italian Civil Code of SNAM, in view of maintaining a stable core shareholding in SNAM sufficient to guarantee the development of strategic activities and protect the public utility service provided by the company, on the one hand, and more diffused shareholdings by investors, on the other hand.

In particular, the DPCM provides that: ( i ) in view of maintaining a stable core shareholding in SNAM, ENI shall sell no less than 25.1% (twenty-five point one per cent) of the share capital of SNAM to CDP in one or more tranches through direct negotiations, as soon as market conditions allow and consistently with the provisions of Article 15 of Law Decree no. 1 of 24 January 2012; ( ii )

(1) i The conversion Law no. 27 of 24 March 2012, published in the Gazzetta Ufficiale della Repubblica Italiana ("Official Gazette of the Republic of Italy") on 24 March 2012, came into force on 25 March 2012 (pursuant to Article 1 of that statute).

Contents

in view of guaranteeing the greatest possible number of shareholders in SNAM after the sale envisaged at item ( i ), ENI shall sell its remaining shareholding in SNAM to the market and institutional investors through transparent and non-discriminatory sales procedures; (iii) beginning on the deadline date stipulated in Article 15 of Law Decree no. 1 of 24 January 2012 (converted into Law no. 27 of 24 March 2012), or, if earlier, beginning on the date of loss of control by ENI over SNAM, pursuant to Article 2359, paragraph 1, of the Italian Civil Code, the voting rights associated with the shares acquired through acts, transactions or agreements executed in any form, as well as those that might already be directly or indirectly owned by gas and/or electric power producers or suppliers or by companies that control them, or are controlled by or associated with them pursuant to the Italian Civil Code, or any nominating authority attributed to them are limited, pursuant to the provisions of Article 19, paragraphs 1, letters (b) and (c), and 2 of Legislative Decree no. 93 of 1 June 2011.

This Disclosure Statement, published on 6 June 2012, is available to the public at the registered office of the Company, located at Piazzale Mattei, 1 Rome, on the Company website www.eni.com , in the sections " Publications", "Investor Relations" and "Governance ", and on the Borsa Italiana S.p.A. website www.borsaitaliana.it .

The following documents are published as appendices to this Disclosure Statement and on the Company website, pursuant to Outline no. 3 of Appendix 3B of the Issuers Regulation (entitled "Outline Disclosure Statement for Significant Acquisitions or Disposals of Equity Investments, Business Units, Assets, and Subscription in Specie") and Article 5(5) of the Related Parties Regulation: ( i ) the unanimous opinion issued by the Internal Control Committee on the of the Company in including the Transaction and on convenience and substantial correctness of the relative conditions; ( ii ) the fairness opinion issued by the independent expert Rothschild S.p.A., in support of the Internal Control Committee, attesting to the fairness of the consideration agreed for sale of the SNAM shares in the Transaction; ( iii ) the fairness opinions issued by the advisors Mediobanca S.p.A. and Morgan Stanley Bank International Limited, Milan Branch, in support of the ENI Board of Directors, attesting to the fairness of the consideration agreed for sale of the SNAM shares in the Transaction, and ( iv ) the independent auditors report on its analysis of the pro-forma consolidated balance sheet and income statement for the financial year ended at 31 December 2011.

10 -

Contents

1.	WARNINGS
	The principal risks and
uncertainties associated with the Transaction, which may
significantly impact on the activity of the Issuer, and
those connected to its nature of related party
transaction are summarised as follows.
	The contents of the Warnings
must be read together with the other information provided
in the Disclosure Statement.
1.1	Risks associated
with potential conflicts of interest arising from the
Transaction with a related party
	At the date of this
Disclosure Document, ENI is under the de facto control of
the Italian Ministry of Economy and Finance
("Ministero dellEconomia e delle Finanze"
or " MEF ") which owns a direct
shareholding of 3.934% and an indirect shareholding of
26.369%, through CDP, which is controlled in turn by MEF
due to the latters 70% shareholding in CDP.
	Consequently, based on the
above, it is pointed out that the Transaction
counterparty CDP is a related party of ENI pursuant to
Article 2(a) (i) and (ii) of the Procedure adopted by the
Company, insofar as at the date of this Disclosure
Statement it owns a shareholding in ENI sufficient
to exercise significant influence on the latter as well
as being subject, with ENI, to the MEF's common control.
	The Transaction is a related
party transaction of greater importance pursuant to the
Consob Regulation and the Company Procedure;
consequently, it is subject to the rules set out in
Article 5 of such Procedure.
	The Internal Control
Committee which is the committee of independent
and unrelated directors responsible for giving a
justified opinion on the interest of the Company in
concluding the Transaction and on convenience and
substantial correctness of the relative conditions
pursuant to the Procedure has been promptly
informed, pursuant to Article 5 of the Procedure, of the
terms and conditions of the Transaction and has also
participated in the discovery process and negotiations
through receipt of a complete and prompt series of
information. The Internal Control Committee has therefore
unanimously expressed its favourable opinion on the
Transaction itself. This opinion is attached to this
Disclosure Statement as Appendix "A".
	The Transaction does not
expose ENI to specific risks associated with potential
conflicts of interest, other than those that are
typically associated with related party transactions.

| 1.2 | Risks or
uncertainties of the Transaction that can materially
influence the Issuers activity |
| --- | --- |
| 1.2.1 | Risks or uncertainties
related to the Transaction |
| | Following the transaction,
Eni will dispose of its regulated businesses in the
Italian gas sector. This is a risk factor to the Company
as those businesses, by their very nature, have |

11 -

Contents

ensured stable results and cash flow over time. Management believes that the changed business portfolio of Eni with greater exposure to the activity of exploration and production of hydrocarbons, will make ENI Group results of operations and cash flow more strictly correlated to the business cycle and volatility in oil and other energy commodity prices.

| | Moreover, management
believes that following the divestment of the regulated
gas businesses the ENI business portfolio will become
more comparable to other major integrated international
oil companies. This may increase the attractiveness of
the ENI share to those investors who are interested to
have full exposure to the oil sector as opposed to the
ENI business portfolio before the Transaction, which was
characterized by the significant weight of its utility
component. |
| --- | --- |
| 1.2.2 | Risks associated with the
preparation of pro-forma financial statements |
| | The Section 4 of the
Disclosure Statement, presents the pro-forma consolidated
balance sheet at 31 December 2011 and the pro-forma
consolidated income statement at 31 December 2011 of ENI,
and the related explanatory notes (the " Pro-Forma
Consolidated Financial Statements "). The
Pro-Forma Consolidated Financial Statements have been
prepared to represent the principal effects of the
Transaction. In particular, the Pro-Forma Consolidated
Financial Statements, which have been reviewed by the
Enis public independent accounting firm Reconta
Ernst & Young S.p.A., which issued its report on 6
June 2012, have been prepared to furnish on the basis of
accounting policies consistent with those adopted by the
Issuer to prepare its statutory financial reporting in
compliance with applicable laws and regulations, the
principal effects of the Transaction on the assets,
liabilities, economic and financial position of the ENI
Group, as if it had taken place: ( i ) on 31
December 2011, with respect to balance sheet; and ( ii )
on 1 January 2011, with respect to profit and loss. |
| | Since pro-forma data are
prepared to retroactively reflect the effects of
subsequent transactions due to close in subsequent
reporting periods, they are subject to certain limits
notwithstanding compliance with commonly accepted
accounting rules and use of reasonable assumptions.
Therefore, please note that: ( i ) given that such
pro-forma financial statements are based on assumption,
the pro-forma results and equity do not necessarily
correspond with those which would have actually and
finally been determined in the event that the Transaction
and the relevant economic and capital effects were
actually incurred at the dates taken as references for
the preparation of the pro-forma figures; ( ii ) the
pro-forma financial statements do not reflect the changed
prospects of the Issuer, insofar as they were prepared in
such a way as to only represent the identifiable and
reliably measurable effects of the Transaction and the
related financial and economic transactions, without
taking into account the potential effects which can be
associated with revised managements plans and
policies and operational decision following the
Transaction. |
| | Furthermore, considering the
different purposes of the pro-forma financial statements
with regard to the historic financial statements and the
different methods used to calculate the effects of the
Transaction and the related financial and economic
transactions with regard to the balance sheet and the
profit and loss account, investors are urged to review
the Pro- |

12 -

Contents

Forma Consolidated Financial Statements, without seeking accounting relationships between the pro-forma profit and loss account and the pro-forma balance sheet. Lastly, investors may want to consider that the Pro-Forma Consolidated Financial Statements do not intend to represent a forecast of the future results of the ENI Group; consequently, investors shall not use those pro-forma statements for financial projection purpose.

| 2. | INFORMATION ON THE
TRANSACTION |
| --- | --- |
| 2.1 | Summary
description of the terms and conditions of the
Transaction |
| | As announced to the market
on 30 May 2012 and illustrated hereinabove, the
Transaction implements the provisions of Article 1,
paragraph 1 and 2, of the DPCM, which mandates Eni to
dispose of no less than 25.1% (twenty-five point one per
cent) of the share capital of SNAM in favour of CDP by
means of a direct sale transaction, also in one or more
tranches. |
| | In this context, ENI and CDP
have entered into a binding preliminary agreement (the
" Term Sheet ") that describes the
principal terms of the Transaction and principal
conditions for negotiating and making a purchase and sale
agreement to complete and execute the sale by ENI to CDP
of 30% less one share of the voting shares of SNAM (the
" Agreement "). |
| | The parties have agreed on a
fixed price of Euro 3.47 per share. The total
consideration, Euro 3,517,158,969.08, shall be paid by
CDP in three tranches, in the amounts and by the dates
specified in subsection 2.1.2 hereunder. From the Closing
Date to the date of payment, interest will accrue at
rates in line with the prevailing market conditions on
the tranches after the first tranche. |
| | The Closing of the
Transaction, which may occur on or after 15 October 2012,
is expected to take place by the end of 2012, and is
subject to certain conditions precedent including, in
particular, antitrust approval. |
| 2.1.1 | Description of the
company target of the Transaction |
| | The target company of the
Transaction is SNAM S.p.A., with registered office at
Piazza Santa Barbara no. 7, San Donato Milanese (MI),
fully subscribed and paid-in share capital of Euro
3,571,187,994, represented by 3,571,187,994 ordinary
shares having a par value of Euro 1.00, entered in the
Milan Companies Register with Tax Identification Number
(" codice fiscale ") 13271380159. |
| | Pursuant to Article 10 of
the Legislative Decree no. 93 of 1 June 2011 the company
complies with the provisions of the so-called
"Independent Transmission Operator" (ITO) set
forth by chapter IV of the Directive 2009173/EC of 13
July 2006. In relation to this, on 5 December 2011 and
effective from 1 January 2012 the following was resolved:
( i ) the change of the name from "Snam Rete
Gas S.p.A." to "Snam S.p.A." of the
company which owns 100% of the share capital of the four
companies responsible for operation and development of
natural gas transport, regasification, storage and
distribution activities (Snam Rete Gas S.p.A., GNL Italia
S.p.A., Stogit S.p.A. and Italgas S.p.A.); ( ii )
the contribution of the |

13 -

Contents

"transport, dispatch, remote control and metering of natural gas" going concern to a new company that has taken the name of Snam Rete Gas S.p.A. as at 1 January 2012.

| The target company of the
Transaction operates almost all of the Italian natural
gas transport network, the re-gasification terminal at
Panigaglia, an extensive local distribution network, and
storage deposits and related facilities. |
| --- |
| Italian transport
activity |
| As a result of their nature
as public utilities, transport and re-gasification
activities are regulated by the Authority for Electricity
and Gas (" AEEG ") which sets tariffs and
determines the terms and conditions for access to the
provided services, the technical quality of the services,
the method used to calculate rates, and the return on
invested capital. This renders transport a low-risk
business capable of delivering stable returns. |
| Snam Rete Gas S.p.A. (a
fully-owned subsidiary of SNAM) is the principal natural
gas transport operator in Italy, with 32,010 kilometres
of pipelines on national territory (about 94% of the
entire national transport system). |
| SNAMs network
includes: |

| - | a 9,080 kilometre long
national transport network, mainly composed of large
diameter high-pressure trunk lines that carry natural gas
from the system entry points import lines and the
principal Italian natural gas fields to the
interconnection points with regional transport networks
and storage sites. Natural gas from outside Italy is fed
onto the national pipeline network at seven entry points,
which are located at the interconnections with import
pipelines (Tarvisio, Gorizia, Passo Gries, Mazara del
Vallo and Gela) and the LNG regasification terminals
(Panigaglia and Cavarzere); and |
| --- | --- |
| - | a 22,930 kilometre long
regional transport network, made of pipelines whose
diameter and operating pressure are generally lower than
those on the national network. The regional pipeline
network moves natural gas in limited areas, generally
within a single region, supplying gas to industrial and
thermoelectric customers and urban gas distribution
networks. |

The SNAM transport system is served by: ( i ) eleven compressor stations with a total power of 883.7 MW, used to increase gas pressure in pipelines to the level required for its flow; ( ii ) four marine terminals linking offshore pipelines with onshore pipelines located at Mazara del Vallo (Province of Trapani), Messina, Favazzina (Province of Reggio Calabria) and Palmi (Province of Reggio Calabria). Snam Rete Gas S.p.A. manages 22 interconnection and dispatching nodes and 568 plants areas containing pressure reduction and regulation units on the Italian transport network. These plants are used to regulate natural gas flows over the national network and interconnect pipelines operating at different pressures. Snam Rete Gas S.p.A. dispatches natural gas from an operating central that remotely monitors and controls operations on the transport network.

Regasification

14 -

Contents

| SNAM owns the LNG
regasification terminal located at Panigaglia (Province
of La Spezia, Liguria) through its subsidiary GNL Italia
S.p.A. This terminal can re-gasify 17,500 cubic metres of
LNG per day. Consequently, it can feed over 3.5 billion
cubic meters of natural gas per year onto the Italian
transport network when operating at full capacity. |
| --- |
| Distribution |
| Distribution involves the
transportation of natural gas through local networks that
normally operate at low pressure to residential,
commercial and small industrial customers in urban
contexts. Through Italgas S.p.A. and other subsidiaries,
SNAM distributes natural gas in 1,330 towns and cities
over approximately 50,300 kilometres of pipelines,
supplying 5.9 million customers with 7.64 billion cubic
metres of natural gas in 2011. Just like transport and
regasification, distribution activity as well, being a
public utility, is regulated by the AEEG, which
determines, inter alia , the methods used to
calculate tariffs and return on invested capital. Gas
distribution activities are operated under concession
agreements whereby local public administrations award the
service of gas distribution. In accordance with the
provisions of the relevant legislation, natural gas
distribution concessions will no longer be issued by
individual municipalities but exclusively by the
multi-municipality minimum geographical areas (known as
"Ambiti Territoriali Minimi - ATEM", or local
areas). |
| Storage |
| SNAM operates natural gas
storage in Italy under concession arrangements through
Stogit S.p.A. Storage services are provided through eight
operating concessions, with an aggregate modulation
capacity of 10 billion cubic metres. Four of these
concessions are located in Lombardia (Brugherio, Ripalta,
Sergnano and Settala), three in Emilia-Romagna
(Cortemaggiore, Minerbio and Sabbioncello) and one in
Abruzzo (Fiume Treste). These storage sites consist in
gas fields previously utilised for the production of
natural gas that have been adequately converted with
proper infrastructure and facilities linking them to the
national network. Gas is injected into and subsequently
drawn from this storage system in compliance with the
technical and operating constraints at each site. |
| Follows the illustration of
the SNAM Groups structure at the date of this
Disclosure Document. |

15 -

Contents

| | Additional information is
available on the companys website www.snam.it . |
| --- | --- |
| 2.1.2 | Terms and conditions of
the Transaction |
| | Purpose of the
Transaction |
| | The purpose of the
Transaction is the sale by ENI to CDP of no.
1,013,590,481 (one billion thirteen million five hundred
ninety thousand four hundred eighty-one) shares, or the
other number of SNAM shares representing 30% less one
share of the voting shares of SNAM at the Closing Date
(the " Shares ") 2 . |
| | Transfer of property of the
Shares will be made in full and in a single instance on
the Closing Date, upon payment of the consideration
pursuant to the terms and conditions set out hereunder. |
| | Consideration |
| | ENI and CDP have agreed to a
price of Euro 3.47 (three point forty-seven) per share
and, therefore, a total of Euro 3,517,158,969.08 (three
billion five hundred seventeen million one hundred
fifty-eight thousand nine hundred sixty-nine point zero
eight), currently relating to no. 1,013,590,481 shares
(the " Consideration "). |
| | The Consideration shall be
paid by CDP in three tranches, in the amounts and by the
due dates set out hereunder: |

(2) i At the date of the Disclosure Document, the voting share capital of SNAM is represented by no. 3,378,634,943 shares.

16 -

Contents

| (i) | the first tranche of Euro
1,758,579,484.54 (one billion seven hundred fifty-eight
million five hundred seventy-nine thousand four hundred
eighty-four point five four ), to be paid at the Closing
Date; |
| --- | --- |
| (ii) | the second tranche of Euro
879,289,742.27 (eight hundred seventy-nine million two
hundred eighty-nine thousand seven hundred forty-two
point two seven), to be paid by 31 December 2012; and |
| (iii) | the third tranche, for the
balance of the consideration owed, in the amount of Euro
879,289,742.27 (eight hundred seventy-nine million two
hundred eighty-nine thousand seven hundred forty-two
point two seven), to be paid by 31 May 2013, |

| without prejudice to the
possibility for CDP to anticipate the payment of the
tranches with respect to the dates indicated above. |
| --- |
| From the Closing Date to the
date of payment, interest will accrue at rates in line
with the prevailing market conditions on the tranches
that mature after the first tranche. |
| Should SNAM distribute
dividends and/or reserves after issuance of the DPCM, the
portion of these amounts attributable to the Shares shall
be returned by ENI to CDP at the Closing Date. |
| Principal terms and
conditions of the Agreement |
| ENI and CDP agreed to
implement the Agreement no later than 15 June 2012. The
Agreement shall reflect the terms and conditions agreed
in the Term Sheet and provide for the customary
clauses used in transactions consisting in the transfer
of controlling equity interests in listed companies. |
| The Agreement shall also
contain certain representations and warranties made by
ENI in respect of ENI itself (including, inter alia ,
those concerning the full and exclusive property of the
Shares, the temporary exercise of the rights pertaining
to the Shares, and the achievement by ENI of all
authorisations necessary for it to transfer the Shares).
Moreover, the Agreement shall provide a series of
warranties concerning SNAM as defined by ENI and CDP in
the Term Sheet, concerning, inter alia , the 2011
consolidated financial annual report, pending litigation,
the agreements and the infra-group relationships and the
absence of change of control clauses in agreements or
concessions additional to those which are available to
CDP. |
| Property of the Shares shall
be transferred and the first tranche of the total
consideration shall be paid (the " Closing ")
on the later of the following dates (the " Closing
Date "): ( i ) 15 October 2012 or ( ii )
within five business days after satisfaction of the last
of the conditions precedent set out at sub-indents (a),
(b) and (c) hereunder, without prejudice to the
provisions of sub-indent (a) hereunder and on the
assumption that the circumstances envisaged under
sub-indent (d) shall not have occurred by the Closing
Date. |
| The Closing of the
Transaction is conditional upon the satisfaction of the
following conditions precedent: |

17 -

Contents

| (a) | issuance of the
authorisations or approvals necessary to execute the
Closing pursuant to antitrust law and the other
regulatory provisions governing the transfer of Shares
itself, it remaining understood that the fulfillment of
the obligations related to the transfer of ownership
pursuant to the combined provisions of Article 15 of Law
Decree no. 1 of 24 January 2012 (converted into Law no.
27 of 24 March 2012) and Article 19 of Legislative Decree
no. 93 of 1 June 2011, in relation to the Transaction
shall not constitute a condition for the Closing, and the
antitrust approvals shall be deemed granted even if they
are conditional upon the implementation of measures
and/or remedies of a structural or other nature. It is
also understood that if, after giving notice of the
combination, antitrust approval has not been granted on
the basis of the foregoing by 15 December 2012,
notwithstanding satisfaction of the other conditions
precedent for Closing of the Transaction, ENI and CDP
unless the Antitrust Authority ("Autorità
Garante della Concorrenza e del Mercato") has issued
a suspension order pursuant to Article 17 of Law no.
287/1990 or the European Commission has the prerogative
of examining the combination they will still be
obligated to execute the Closing by 31 December 2012. If
the aforementioned approval is specifically denied, this
condition shall be considered unfulfilled and the
Agreement shall be deemed definitively cancelled and in
any event unenforceable; |
| --- | --- |
| (b) | resignation of the three
directors on the SNAM Board of Directors who are
employees of ENI and designated by ENI itself, after CDP
grants them full indemnity with the exception of fraud
and/or gross negligence, and subsequent co-optation,
pursuant to Article 2386 of the Italian Civil Code, of
three directors designated by CDP; and |
| (c) | failure by the relevant
institutions, entities or authorities to adopt or publish
legislative, administrative or judicial acts or measures
intended or such to preclude or limit, either wholly or
partially, even on a transitional basis, the possibility
of executing the Transaction at the terms and conditions
set out in the Term Sheet. |

| | Since the Board of Directors
of SNAM convened the Extraordinary Shareholders' Meeting
for 30 and 31 July 2012 (respectively, in first,
second and third call), the Closing of the Transaction is
subject to the approval by the Shareholders' Meeting of
SNAM, by and no later than 1 August 2012, of a resolution
concerning the cancellation of all the treasury
shares held, with the exception of those used in the
stock option plans. |
| --- | --- |
| | Finally, ENI and CDP
committed to negotiate in good faith for a reasonable
amendment of the terms and conditions of the Agreement
should certain extraordinary and unforeseeable events
occur between the execution date of the Agreement and the
Closing date such as to cause an exceptional and enduring
alteration in the financial markets as a whole or cause
prejudice to the infrastructure owned by SNAM and/or its
subsidiaries. |
| 2.1.3 | Criteria for determining
the consideration of the Transaction and evaluations on
its fairness in relation to market values for similar
transactions |
| | Determination of the
consideration of the Shares |
| | As previously mentioned, the
agreed amount of the Consideration is Euro 3.47 (three
point four seven) per share and, therefore, a total of
Euro 3,517,158,969.08 (three billion five hundred
seventeen million one hundred fifty-eight thousand nine
hundred sixty-nine point |

18 -

Contents

zero eight), to be paid by CDP in three tranches, for the amounts and at the due dates specified in subsection 2.1.2 hereinabove.

| From the Closing Date to the
date of payment, interest will accrue at rates in line
with the prevailing market conditions on the tranches
after the first tranche. |
| --- |
| Should SNAM distribute
dividends and/or reserves after issuance of the DPCM, the
portion of these amounts attributable to the Shares shall
be returned by ENI to CDP at the Closing Date. |
| Mediobanca S.p.A. (" Mediobanca ")
and Morgan Stanley Bank International Limited, Milan
Branch (" Morgan Stanley "), acting as
advisors, have issued, on request of the Company, a
fairness opinion on the fairness of the consideration
agreed for the sale of the Shares. Complete copies of the
fairness opinions that have been independently prepared
and issued by the advisors, Mediobanca and Morgan
Stanley, are attached to this Disclosure Statement as
Appendix "B" and Appendix "C".
Reference is made here to their contents for a more
detailed understanding of what is illustrated below. |
| In turn, the Internal
Control Committee decided at its 22 May 2012 meeting to
rely on the assistance of an independent expert,
Rothschild S.p.A. (" Rothschild ") in
relation to the sale of the Shares by ENI to CDP for its
evaluation pursuant to the Company Procedure. |
| To this end, the Internal
Control Committee has asked the Company, in accordance
with the provisions of the Procedure governing the
transmission of information, to send Rothschild the
documents necessary for preparation of its own fairness
opinion on the consideration for sale of the Shares. |
| Appraisal methods |
| In the performance of their
engagement consisting in the evaluation of the fairness,
from a financial perspective, of the consideration for
sale of the Shares, the advisors Mediobanca and Morgan
Stanley (jointly referred to as the " Advisors ")
and the independent expert Rothschild have applied
different appraisal methods that are normally used in
best practices both inside and outside Italy. |
| The results that each of the
Advisors and the independent expert have separately
reached, by applying the methods indicated below, are
briefly summarised here for illustrative purposes only. |
| The fairness opinions issued
by the Mediobanca and Morgan Stanley Advisors on 30 May
2012 are attached to this Disclosure Document as
respectively Appendix "B" and Appendix
"C". |
| The fairness opinion issued
by Rothschild, the independent expert appointed by the
Internal Control Committee on 29 May 2012 is attached to
this Disclosure Document as Appendix "D". |

Appraisal methods used by Mediobanca

19 -

Contents

| Mediobanca has adopted the
following as its principal appraisal methods: ( i )
observations of Stock Exchange Prices for SNAM stock and
( ii ) the Discounted Cash Flow ("DCF")
method. Mediobanca has also adopted the following control
methods: ( i ) the Market Multiples Method and ( ii )
the Comparable Transactions Method. |
| --- |
| The method based on
observation of Stock Market Prices has been applied
taking into account the official price of SNAM stock at
25 May 2012, the date on which the DPCM was published,
and the weighted average values for the daily volumes of
the official price of SNAM stock calculated on the basis
of one, three and six month time horizons prior to the
DPCM publication date (inclusive). The surveyed stock
prices, as applicable, have been adjusted to reflect
payment of Euro 0.14 on 21 May 2012 for the balance of
the ordinary dividend on 2011 net profit. Consequently,
the estimated share price range for SNAM common stock
lies between Euro 3.19 and Euro 3.37. |
| As to the application of the
DCF method, carried out by Mediobanca, the analysis has
led to the estimate of a share price range per SNAM share
comprised between Euro 3.24 and Euro 3.56. |
| Mediobanca has also analysed
the price-to-earnings multiples of comparable listed
companies operating in the European regulated utilities
sector to verify the principal methods indicated
hereinabove. When applying this method, Mediobanca has
estimated a share price range per SNAM share comprised
between Euro 2.82 and Euro 3.02. |
| As an additional
verification methodology, Mediobanca has also analysed
the implicit multiples for transactions completed in
Europe concerning the transfer of the controlling stake
in similar sectors as those of SNAM, with regard to type
of activity and risk profile. When applying this method,
Mediobanca has estimated a share price range per SNAM
share comprised between Euro 3.15 and Euro 3.74. |
| Appraisal methods used
by Morgan Stanley |
| Morgan Stanley has adopted
the Discounted Cash Flow ("DCF") method as its
principal appraisal method and as verification methods ( i )
the analysis of the market prices of SNAM common stock
for the periods prior to 25 May 2012, ( ii ) the
market multiples for companies comparable to SNAM, ( iii )
the multiples of recent similar transactions, and ( iv )
the examination of the target price indicated in research
published by analysts covering SNAM stock. |
| When applying the DCF
method, Morgan Stanley has estimated a share price range
per SNAM share comprised between Euro 3.18 and Euro 3.61. |
| The market price analysis is
based on observation of the weighted average volumes of
official prices for SNAM common stock during the periods
prior to 25 May 2012 (date of the DPCM publication),
inclusive. The surveyed stock prices, as applicable, have
been adjusted to reflect payment of Euro 0.14 on 21 May
2012 for the balance of the ordinary dividend on 2011 net
profit. |

20 -

Contents

| This analysis reported the
following values: ( i ) official price of Euro 3.19
per share as at 25 May 2012 ; ( ii ) average of Euro
3.27 per share at one month; ( iii ) average of Euro
3.37 per share at three months, and ( iv ) average
of Euro 3.32 per share at six months. |
| --- |
| As another control method,
Morgan Stanley has analysed the market multiples of
listed companies operating in the regulated utilities
sector that are most comparable to SNAM. |
| When applying this method,
Morgan Stanley has estimated a share price range per SNAM
share comprised between Euro 2.82 and Euro 3.33. |
| Moreover, when using these
control methods, Morgan Stanley has also analysed the
implicit multiples in selected merger and acquisition
transactions involving companies operating in the
European regulated utilities sector since 2008. |
| When applying this method,
Morgan Stanley has estimated a share price range per SNAM
share comprised between Euro 3.11 and Euro 3.75. |
| Finally, as an additional
verification parameter, Morgan Stanley has analysed the
target prices indicated in research published between 14
February 2012 and 21 May 2012 by financial analysts that
track SNAM stock. This analysis has indicated a target
price range between Euro 3.40 and Euro 4.30. |
| Appraisal methods used
by Rothschild |
| Rothschild has used the
Discounted Unlevered Cash Flow ("DCF") method
as its principal appraisal method. Furthermore, it has
used SNAM stock prices prior to publication of the DPCM,
the current market multiples for companies comparable to
SNAM, the multiples of recent comparable transactions,
and the value of SNAM infrastructure recognised by the
regulator as verification methods. |
| Rothschild has performed
analysis based on the Business Plan when applying its
principal appraisal method (DCF) in order to calculate
the present value of discounted operating cash flows.
When applying this method, Rothschild has estimated a
share price range per SNAM share comprised between Euro
3.10 (three point one zero) and Euro 3.43 (three point
four three). |
| As its first control method,
Rothschild analysed SNAM stock prices during the twelve
months prior to publication of the DPCM, determining the
following weighted averages for SNAM price volumes in
different periods: ( i ) Euro 3.37 (three point
three seven) at twelve months, ( ii ) Euro 3.31
(three point three one) at six months, ( iii ) Euro
3.36 (three point three six) at three months, and ( iv )
Euro 3.26 (three point two six) at one month. |
| As another control method,
Rothschild has examined certain listed companies
operating in the regulated gas transport and electricity
infrastructure sector considered to be most comparable
with SNAM, applying the EV/RAB, EV/EBITDA and P/E
multiples derived from these analyses to the relevant
financial figures of SNAM. When applying this method,
Rothschild has estimated a share price range per SNAM
share comprised between Euro 2.91 (two point nine one)
and Euro 3.43 (three point four three). |

21 -

Contents

| | Rothschild has examined the
public financial data of companies involved in recent
mergers and acquisitions in the European gas
infrastructure sector as an additional verification
method, applying the EV/RAB multiple deriving from this
analysis to the RAB (regulatory asset base) of SNAM. When
applying this method, Rothschild has estimated a share
price range per SNAM share comprised between Euro 2.79
(two point seven nine) and Euro 3.37 (three point three
seven). |
| --- | --- |
| | Finally, Rothschild has also
analysed the RAB value recognised by the Italian
regulator, by calculating the value of equity linked to
RAB ("Equity RAB"). Application of this method
has resulted in an estimate of Euro 3.17 (three point one
seven) for Equity RAB. |
| 2.1.4 | Allocation of the sale
proceeds |
| | The Issuer intends to use
the proceeds of the Transaction to reduce net borrowings
thus strengthening the balance sheet. The strengthened
financial position of ENI and a business portfolio more
consistent with that of other integrated major oil
companies following the divestment of the regulated gas
activities will underpin the Issuers cash
requirements in the ordinary course of the business,
considering the Issuers plans to invest material
amounts of funds in the research and production of
hydrocarbons in future years. |
| 2.2 | Reasons, purpose and
benefits of the Transaction |
| | As mentioned in the
introduction and communicated to the market on 30 May
2012, the Transaction implements the provisions of
Article 1, paragraph 1 and 2, of the DPCM. |
| | The DPCM was issued pursuant
to Article 15 of Law Decree no. 1 of 24 January 2012,
converted with amendments as Law no. 27 of 24 March 2012,
entitled " Urgent Measures for Competition,
Infrastructure and Competitiveness, " pursuant to
which "In order to introduce full independence of
regulated transport, storage, regasification and
distribution services from other competing activities in
the energy sector, the rules, terms and conditions
followed by SNAM S.p.A. are regulated by decree of the
President of the Council of Ministers, as proposed by the
Minister of Economic Development, in concert with the
Minister of Economic Affairs and Finance, after
consulting with the Electric Power and Gas Authority ["Autorità
per lenergia elettrica e il gas"], to be
issued by 31 May 2012, for adoption within eighteen
months after the conversion law of this decree enters
into force, of the divestiture plan envisaged in Article
19 of Legislative Decree 93 of 1 June 2011, issued in
implementation of Directive 2009/73/EC ." |
| | In financial terms, the
arms length cash sale will allow ENI to record a
gain on its investment and improve its financial
flexibility. Furthermore, the loss of control over SNAM
and consequent deconsolidation of its finance debt will
further improve the net financial position of ENI and
related debt ratio, bringing it in line with competitor
and helping to strengthen the ENI balance sheet in view
of its previously announced growth strategies. |
| | The Advisors have confirmed
the fairness of the Consideration. As illustrated in more
detail in subsection 2.1.3 hereinabove. |

22 -

Contents

| 2.2.1 | Reasons for the
Transaction, particularly with regard to the
Issuers operating objectives |
| --- | --- |
| | As illustrated hereinabove,
the Transaction is intended to implement the statutory
measures indicated in subsection 2.2. Consequently, ENI
will concentrate on its other businesses after selling
the Shares. |
| 2.3 | Relations with SNAM and
CDP |
| 2.3.1 | Related Parties involved
in the Transaction |
| | At the date of this
Disclosure Statement, ENI is subject to the de facto
control of MEF, which holds a direct shareholding of
3.934% and an indirect shareholding, through the CDP, of
26.369%, which is controlled in turn by MEF through its
70% shareholding in CDP. |
| | Consequently, the
counterparty CDP is a related party of ENI in the
Transaction pursuant to Article 2(a) (i) and (ii) of the
Procedure adopted by the Company, insofar as it holds a
stake in ENI that allows for a significant influence on
the latter at the date of this Disclosure Statement, as
well as being subject, with ENI, to the MEFs common
control. |
| | According to the Consob
Regulation and the Procedure adopted by the Company, the
Transaction is a transaction with related parties of
greater importance, as it is above the relevant
thresholds applied to sale transactions pursuant to the
Procedure. |
| 2.3.2 | Relevant relationships
maintained by the Issuer either directly or indirectly
through its subsidiaries, with the company target of the
Transaction and existing at the time the Transaction is
completed |
| | At the date of this
Disclosure Statement, the Company is a party to relevant
agreements with SNAM and its subsidiaries, which become
effective, are amended or terminated in the event of a
change of control. In particular: |

| - | short-term loans granted by
ENI to SNAM which, as at 31 December 2011, amount in
aggregate to approximately Euro 2,787 million; |
| --- | --- |
| - | guaranties issued in the
interest of SNAM and its subsidiaries by ENI or by banks
having recourse against ENI itself, which, as at 31
December 2011, amount in aggregate to approximately Euro
85 million; |
| - | medium-long term loans
granted by ENI to SNAM which, as at 31 December 2011,
amount in aggregate to approximately Euro 8,412 million; |
| - | Interest Rate Swaps (IRS) of
SNAM with ENI, whose nominal value, as at 31 December
2011, amounts in aggregate to approximately Euro 6,435
million. |

Other agreements concern: ( i ) the provision of services by the Issuer for which, in the event of a change in control, SNAM might have to seek other counterparties to provide those services; and ( ii ) the terms and conditions to implement the Legislative Decree no. 130 issued on 13 August 2010 aiming at increasing competition in the natural gas market.

23 -

Contents

| | The commercial transactions
between ENI and SNAM mainly concern natural gas
transport, regasification, distribution and storage
services furnished by SNAM, which will continue to be
operated by SNAM pursuant to the terms of applicable laws
and regulations and as reflected in the existing
contractual agreements today in force. |
| --- | --- |
| | For further details refer to
the 2011 Annual Report of Snam S.p.A. Notes to the
consolidated financial statements. |
| 2.3.3 | Relevant relationships
and agreements between the Issuer, its subsidiaries, the
executives 3 and members of the board of
directors of the Issuer and the entity to which the
Shares are sold |
| | At the date of this
Disclosure Statement, based on the declarations made by
the persons to whom this may concern, there are no
relationships nor relevant agreements between ENI, its
subsidiaries, the managers and the members of the board
of directors of ENI, on one side and CDP, on the other
side. |
| 2.3.4 | Impact of the Transaction
on the remuneration of members of the board of directors
of the Company and/or of its subsidiaries |
| | The Transaction does not
trigger any change in the compensation of members of the
board of directors of ENI nor of any of its subsidiaries. |
| 2.3.5 | Members of the board of
directors and board of statutory auditors, general
managers and executives of the Company parties to the
Transaction (if any) |
| | No members of the board of
directors and board of statutory auditors, general
managers and executives of the Company are involved in
the Transaction as related parties. |
| 2.3.6 | Procedure for approval of
the Transaction |
| | Activity of the ENI
Internal Control Committee |
| | Article 5 of the Company
Procedure envisages that the Internal Control Committee
or one or more of its members delegated by that committee
be involved in the negotiations and document review of
transactions of greater importance through the receipt of
complete and prompt information, with the right to
request information and make comments to the delegated
bodies and persons authorised to conduct negotiations or
document review. |
| | Moreover, Article 5 of the
Procedure envisages that the transactions of greater
importance with related parties be approved by the
Company Board of Directors, after obtaining a favourable
opinion from the Internal Control Committee, which must
give its opinion on the Companys interest in
carrying out the Transaction, as well as the convenience
and substantial correctness of its conditions. |
| | Relying on the
organisational resources of the Issuer, the Committee,
wholly composed of independent and non-related directors,
has selected an adequately independent and professional
expert to assist the Committee in assessing the
Transaction. |

(3) i Defined as the managers with strategic responsibilities.

24 -

Contents

| The process of selecting an
expert unrelated to ENI or to the Transaction
counterparty pursuant to transparent and
non-discriminatory criteria led to three companies being
invited to submit a bid for the engagement and a
concurrent statement on any potential conflicts of
interest. The conflict of interest statement issued in
compliance with the provisions of Annex 4 of the Consob
Regulation envisages that the following be indicated: ( i )
any economic, equity and financial relationships with the
ENI Group, the MEF, companies subject to common control
and CDP itself; ( ii ) any economic, equity and
financial relationships with the directors of the
companies specified in item ( i ); ( iii ) any
conflicts of interest that might compromise their
independence in giving the fairness opinion. Such three
companies have also been required to undertake not to
accept other engagements that might trigger a conflict of
interest with the engagement from the Internal Control
Committee for 60 days after issuing their fairness
opinion (the "cooling off period"). |
| --- |
| The bids received were
opened in the presence of representatives of the Issuer
and the Committee, after having examined the bids and
held separate meetings with the candidates, unanimously
decided on 22 May 2012 to grant Rothschild the engagement
based on the following reasons: ( i ) detailed
knowledge of the sector and the parties involved in the
Transaction (ENI, SNAM and CDP); ( ii ) previous
work as financial advisor on behalf of the Committee. |
| The independent expert
selected by the Committee attended the negotiations with
the counterparty, acquiring all evidence and
documentation as necessary to discharge its mandate. |
| The independent expert,
Rothschild, issued its reasoned opinion on 29 May 2012,
attesting to the financial fairness for ENI of the
consideration offered by CDP for the sale of the SNAM
shares. That opinion is attached to this Disclosure
Statement as Appendix "D". |
| On the same day, in
compliance with the provisions of Article 5 of the
Procedure, ( i ) having acknowledged that the
Transaction satisfies the provisions of the DPCM, issued
pursuant to Article 15 of Law Decree no. 1/2012, which
requires ENI to sell no less than 25.1% of the share
capital of SNAM to the CDP in one or more tranches
through direct negotiations; ( ii ) having examined
the opinion issued by the independent expert on the
financial fairness of the Transaction, and ( iii )
on the basis of the information subsequently acquired by
the independent expert Rothschild and the Company during
the course of negotiations, the Internal Control
Committee unanimously issued its opinion on the interest
of ENI in concluding the Transaction and on convenience
and substantial correctness of its conditions. That
opinion is attached to this Disclosure Statement as
Appendix "A". |
| Approval of the
Transaction by the ENI Board of Directors |
| During the meeting of 30 May
2012, the Board of Directors, having received the
favourable opinion of the Internal Control Committee
concerning the interest of the Company to complete the
Transaction, and concerning the convenience and
substantial correctness of the relevant terms and
conditions, unanimously approved the transfer to CDP of a
shareholding of SNAM equal to 30% minus one share at the
price of Euro 3.47 per share, according to the terms and
modalities specified in the Term Sheet and the additional
documentation submitted, as well as with respect to the
provisions set out in the DPCM, |

25 -

Contents

delegating to the Chief Executive Officer the necessary managing powers for the finalization of the sale and purchase agreement and any other agreements, acts and documents relating or functional to the Transaction.

| 2.4 |
| --- |
| This Disclosure Statement
and its Appendices are published at the registered office
of ENI, Piazzale Enrico Mattei no. 1, Rome, on the
Issuers website www.eni.com , in the sections
"Publications", "Investor Relation"
and "Governance" and on the website of Borsa
Italiana S.p.A. ( www.borsaitaliana.it ). |

26 -

Contents

| 3. | ECONOMIC AND CAPITAL
IMPACTS OF THE TRANSACTION |
| --- | --- |
| 3.1 | Economic and capital
effects of the Transaction |
| | The sale of the Shares
qualifies as a transaction of greater importance between
related parties pursuant to the Consob Regulation and the
Procedure adopted by the Company, insofar as the
considered Transaction exceeds the relevant threshold of
5% applicable to disposals (i.e. the consideration and
asset thresholds), specifically in regard to the fact
that: |

| | the relevant consideration
threshold stands at 5.5%, on the basis of the ratio of
the consideration to be paid for the Transaction and the
market capitalization of ENI at 31 March 2012; |
| --- | --- |
| | the relevant assets
threshold stands at about 15%, on the basis of the ratio
between the total assets of SNAM and the total assets of
ENI. |

| | Reference is made to Section
4 for an illustration of the operating and equity effects
of the Transaction on profit and loss, assets and
liabilities and financing. |
| --- | --- |
| 3.1.1 | If, pursuant to Article
5, paragraph 2, of the Consob Regulation, the
significance of the Transaction stems from the
combination of several transactions carried out during
the year with the same related party, or with parties
related both to the latter and to the Company, the
information given hereinabove must refer to all such
transactions |

This hypothesis does not apply to the Transaction.

| 3.2 |
| --- |
| The Issuer will exit the
regulated activities of the gas business (transport,
re-gasification, distribution and storage) once the
Closing occurs. These activities represent an autonomous
business unit, being subject to regulation by an
independent body, the AEEG, and geographically
concentrated in Italy. |
| ENI will continue supplying
and selling natural gas inside and outside Italy and
generating and selling electric power through its Gas
& Power Division. ENI will continue using the
natural gas transport, re-gasification, distribution and
storage services provided by SNAM. |
| The results of the Gas &
Power Division will be more exposed to the volatility of
energy commodity prices, changes in demand and
competitive pressure. Additional effects of the
Transaction on the ENI business portfolio are described
in Section 1, subsection 1.2 " Risks or
uncertainties stemming from the Transaction that can
materially condition the Issuers activity ". |

27 -

Contents

| 3.3 |
| --- |
| The transaction in question
has no implications for the commercial relations between
ENI and SNAM, with specific regard to the provision of
transport, regasification, distribution and storage of
natural gas, which will continue to be provided pursuant
to the terms set forth by the applicable law and
reflected in the existing contractual agreements. |
| Moreover, the companies that
operate transport, distribution, storage and LNG
activities have been functionally separate from gas
production and sale activities since 2008, pursuant to
AEEG Resolution no. 11/07. In addition, clauses have been
added to the bylaws of these companies in view of
fulfilling the objectives of neutrality,
non-discrimination and efficiency in the management of
infrastructure and commercially sensitive information.
The "Independent Transmission Operator" (ITO)
model envisaged in the Third European Directive was
enacted in Italian law in 2011. Although maintaining
control of the companies that operate transport
activities and own distribution networks is allowed under
that model, it guarantees the decision-making and
functional independence of the transporters. |
| Following the Transaction,
ENI will no longer provide SNAM and its subsidiaries with
financial services (i.e. short and medium or long-term
financing, interest rate swaps and guarantees). |
| The strategic plan
2012-2015, announced to the market in March 2012, does
not specify objectives in reference to SNAM and its
subsidiaries, insofar as it is based on the guidelines of
growing profitable oil and gas production in the
upstream, strengthening market leadership in the European
gas market, improving downstream oil efficiency,
refocusing petrochemical operations and retaining top
spots among the best-in-class engineering and
construction players in the most technologically advanced
segments. |
| The strategic plan 2012-2015
calls for capital expenditure of Euro 59.6 billion which,
excluding the contribution of SNAM, is reduced by Euro
6.2 billion (to Euro 53.4 billion). Furthermore, the
Transaction involves a significant improvement in Group
leverage (ratio of net borrowings and shareholders
equity) compared with what is indicated in the strategic
plan as the target for 2015. |

28 -

Contents

| 4. | CONSOLIDATED PRO-FORMA
FINANCIAL STATEMENTS OF THE ISSUER |
| --- | --- |
| 4.1 | Introduction |
| | The pro-forma consolidated
balance sheet and profit and loss account (the " Pro-Forma
Consolidated Financial Statements ") of ENI as of
31 December 2011 and for the year then ended and the
related explanatory notes that also include the pro-forma
reclassified consolidated balance sheet, are presented in
this section. These Pro-Forma Consolidated Financial
Statements retroactively apply the effects of the
Transaction and the financial transactions related or
consequent to it. |
| | On the basis of the
International Financial Reporting Standards
("IFRSs"), the Transaction involves: ( i )
the loss of control by ENI over SNAM and its
deconsolidation; ( ii ) the recognition of its
residual equity interest at its market value (at the date
of the loss of control) and its classification as an
available-for-sale asset by virtue of its being a
"financial investment" 4 . |
| | The Pro-Forma Consolidated
Financial Statements have been prepared on the basis of
the Issuers consolidated financial statements for
the year ended 31 December 2011 (the "Consolidated
Financial Statements 2011") included in the Annual
Report 2011, by applying the pro-forma adjustments
reflecting the impacts of the Transaction and the
financial transactions related or consequent to it, as
illustrated hereunder. |
| | The Consolidated Financial
Statements 2011 were audited by Reconta Ernst & Young
S.p.A., which issued its report on 4 April 2012. |
| | Reference is made to notes
1, 2 and 3 in the Section "Consolidated Financial
Statements" of the Annual Report 2011 for a
description of the recognition and measurement criteria
applied in preparing the Consolidated Financial
Statements 2011. |
| | The Pro-Forma Consolidated
Financial Statements are presented on the basis of the
presentation format used in the Annual Report 2011. The
pro-forma reclassified consolidated balance sheet, which
is derived from the Consolidated Financial Statements
2011, is presented by using the same reclassified format
used in the Operating and Financial Review of the Annual
Report 2011. |
| | The pro-forma consolidated
data have been determined by making the appropriate
pro-forma adjustments to the historic values of the
Consolidated Financial Statements 2011 to reflect
retroactively the significant effects of the Transaction
and their consequent impact on the balance sheet and
profit and loss account. |
| | On the basis of the
instructions set out in Consob Notice no. DEM/1052803 of
5 July 2011, the pro-forma adjustments have been made by
adopting the general rule whereby any transactions
reflected in the balance sheet amounts are assumed to
have been occurred at the end of the reference period (31
December 2011), while those reflected in the profit and |

(4) i In particular, pursuant to the provisions of Article 2 of the DPCM, after ENI loses control over SNAM, the equity stakes held by ENI in SNAM are subject to the limitations on their shareholder rights as set out in the ownership unbundling model pursuant to Legislative Decree no. 93/2011. In this regard, the retained shareholding is qualified as a financial investment.

29 -

Contents

loss account are assumed to have occurred at the beginning of the reference period (1 January 2011).

| Pro-forma financial
statements are furnished to assist investors and market
participants in assessing the continuing effects of the
Transaction on the operating performance and financial
position of the Issuer. Inter alia , these effects
improve the leverage (ratio of net debt and
shareholders equity of the Group and
non-controlling interests), since the loss of control by
ENI over SNAM triggers: ( i ) the early repayment of
ENI financing receivables due from SNAM, thus reducing
Enis consolidated net borrowings, and ( ii )
the increase in shareholders equity of ENI due to
the gains recorded on divesting a shareholding in Snam
and revaluing the residual shareholding. |
| --- |
| The pro-forma amounts do not
reflect perspective data, insofar as they were prepared
in such a way as to only represent the identifiable and
reliably measurable effects of the Transaction and the
related economic and capital impacts, without taking into
account the potential effects which can be associated
with revised managements plans and policies and
operational decisions following the Transaction. |
| The Pro-Forma Consolidated
Financial Statements of ENI indicated hereunder show: |

| | the consolidated balance
sheet at 31 December 2011 and the consolidated profit and
loss account for the year ended at 31 December 2011 in
the first column ("ENI Consolidated Financial
Statements 2011"); |
| --- | --- |
| | deconsolidation of the SNAM
group and, for the balance sheet, recognition of the net
equity of the Snam Group attributable to ENI in the line
item "Other investments" in the second column
("Snam Deconsolidation"); |
| | balances and revenues and
expenses deriving from transactions between the ENI Group
and the SNAM group, which are eliminated in the 2011
Consolidated Financial Statements as intercompany
transactions, in the third column ("Intercompany
transactions"); |
| | the capital and economic
impacts of the sale in the fourth column ("Effects
of the Transaction"); |
| | the Pro-Forma Consolidated
Balance Sheet as of 31 December 2011 and the Pro-forma
Consolidated Profit and Loss Account for the year ended
31 December 2011 resulting from the sum of the
adjustments reported in the previous columns in the fifth
column ("Eni Pro-Forma Consolidated Financial
Statements 2011") . |

| By their very nature, the
pro-forma amounts only offer a limited view of the
perspective results of operations and capital structure
of the Issuer, since pro-forma data are prepared to give
a retroactive view of the effects of transactions due to
close in subsequent reporting periods, notwithstanding
compliance with commonly accepted accounting rules and
use of reasonable assumptions. |
| --- |
| Investors are urged to
consider the following issues in order to proper assess
the information provided by the pro-forma financial
statements: |

30 -

Contents

| | since these pro-forma
financial statements have been prepared based on certain
assumptions, the pro-forma amounts do not necessarily
coincide with those that would have been effectively
determined on a final basis if the Transaction and its
impact on the balance sheet and profit and loss account
had actually occurred at the reference dates used to
prepare the pro-forma data; |
| --- | --- |
| | the pro-forma data do not
reflect the changed outlook of the Issuer, as they were
prepared in such a way as to only represent the
identifiable and reliably measurable effects of the
Transaction and the related impacts on the profit and
loss and the balance sheet, without taking into account
the potential effects which can be associated with
revised managements plans and policies and
operational decisions following the Transaction. |

| Furthermore, considering the
different purposes of the pro-forma figures compared to
the purposes of the historic financial statements and the
different methods used to calculate the effects of the
Transaction and the related impacts with regard to the
balance sheet and the profit and loss account, investors
are urged to separately review the Pro-Forma Consolidated
Financial Statements without seeking accounting
relationships between the pro-forma profit and loss
account and the pro-forma balance sheet. |
| --- |
| Lastly, investors may want
to consider that the Pro-Forma Consolidated Financial
Statements do not intend to represent a forecast of the
future results of the ENI Group; consequently, investors
shall not use these pro-forma statements for financial
projection purposes. |

31 -

Contents

4.2 Pro-forma Consolidated Balance Sheet

Pro-forma adjustments

(Euro million) Eni Consolidated Financial Statements 2011 Snam Deconsolidation Intercompany transactions Effects of the Transaction Eni Pro-Forma Consolidated Financial Statements 2011

ASSETS
Current assets
Cash and cash equivalents	1,500	(2	)	1	3,517	5,016
Other financial assets held for
trading or available for sale	262					262
Trade and other receivables	24,595	(1,509	)	11,869		34,955
Inventories	7,575	(207	)			7,368
Current tax assets	549	(37	)	34		546
Other current tax assets	1,388	(10	)	5		1,383
Other current assets	2,326	(38	)	331		2,619
	38,195	(1,803	)	12,240	3,517	52,149
Non-current assets
Property, plant and equipment	73,578	(12,016	)			61,562
Inventory - compulsory stock	2,433	(149	)			2,284
Intangible assets	10,950	(4,094	)			6,856
Equity-accounted investments	5,843	(384	)			5,459
Other investments	399	2,465			476	3,340
Other financial assets	1,578					1,578
Deferred tax assets	5,514	(555	)			4,959
Other non-current receivables	4,225	(107	)	62		4,180
	104,520	(14,840	)	62	476	90,218
Assets held for sale	230					230
TOTAL ASSETS	142,945	(16,643	)	12,302	3,993	142,597
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt	4,459	(2,787	)	2,788		4,460
Current portion of long-term debt	2,036	(1,612	)	1,612		2,036
Trade and other payables	22,912	(1,319	)	709		22,302
Income taxes payable	2,092	(193	)	18	128	2,045
Other taxes payable	1,896	(25	)	9		1,880
Other current liabilities	2,237	(136	)	270		2,371
	35,632	(6,072	)	5,406	128	35,094
Non-current liabilities
Long-term debt	23,102	(6,801	)	6,800		23,101
Provisions for contingencies	12,735	(527	)			12,208
Provisions for employee benefits	1,039	(107	)			932
Deferred tax liabilities	7,120	(457	)		22	6,685
Other non-current liabilities	2,900	(949	)	96		2,047
	46,896	(8,841	)	6,896	22	44,973
Liabilities directly associated with
assets held for sale	24					24
TOTAL LIABILITIES	82,552	(14,913	)	12,302	150	80,091
SHAREHOLDERS' EQUITY
Non-controlling interest	4,921	(1,730	)			3,191
Eni shareholders' equity:
Share capital	4,005					4,005
Reserve related to the fair value of cash
flow hedging derivatives net of tax effect	49					49
Other reserves and net profit	60,055				3,843	63,898
Treasury shares	(6,753	)				(6,753	)
Interim dividend	(1,884	)				(1,884	)
Total Eni shareholders' equity	55,472				3,843	59,315
TOTAL SHAREHOLDERS' EQUITY	60,393	(1,730	)		3,843	62,506
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY	142,945	(16,643	)	12,302	3,993	142,597

| 4.2.1 |
| --- |
| The column "Snam
Deconsolidation" represents the exclusion of the
Snam group, consolidated on a line-by-line basis at 31
December 2011, from consolidation of the ENI |

32 -

Contents

Group, and consequent recognition of the net equity of the Snam Group attributable to ENI within the line item "Other investments" for Euro 2,465 million. The reported amounts represent the SNAM group as a stand alone entity, and thus include transactions with both third parties and the ENI Group companies, as well as the other adjustments made upon consolidation of SNAM in ENI 5 .

4.2.2	Intercompany transactions
	The third column of the
pro-forma consolidated balance sheet at 31 December 2011,
labelled "Intercompany transactions," includes
balances for intercompany transactions between the ENI
Group and the SNAM group, which were eliminated upon
preparation of the Annual Report 2011 being intercompany
transactions. Due to the SNAM deconsolidation, such
transactions have been considered third-party
transactions.
	The most significant
pro-forma adjustment is represented by the increase in
"Trade and other receivables" for Euro 11,869
million, consisting mainly of financing receivables
granted by ENI to SNAM amounting to Euro 11,199 million
(eliminated as intercompany balance from the consolidated
financial statements of the ENI Group at 31 December
2011). These financial receivables and related financial
instruments amounting to Euro 259 million have been
classified as current because the current financing
agreements between ENI and SNAM call for early repayment
in case ENI cease to control SNAM. Moreover, the line
items "Short-term debt" for Euro 2,787 million,
"Current portion of long-term debt" for Euro
1,612 million, "Long-term debt" for Euro 6,800
million represent the restoration of Snam Group financing
payables due to ENI at 31 December 2011, eliminated upon
consolidation within the ENI Group and reported in the
column "Snam Deconsolidation".
4.2.3	Effects of the
Transaction
	The column "Effects of
the Transaction" includes the effects on equity of
the sale to CDP of 30% less 1 share of the voting shares
capital of SNAM:

the change in the line item "Other reserves and net profit" regard the gain net of taxes, in the amount of Euro 2,102 million calculated as the difference between the consideration for the Transaction, amounting to Euro 3,517 million reported in the line item "Cash and cash equivalents", and the book value of the corresponding portion of the net equity of the SNAM group attributable to ENI that is being sold, amounting to Euro 1,332 million. The tax effect associated with the gain is reported in the line item "Income taxes payable," in the amount of Euro 83 million, calculated as the difference between the consideration for the Transaction and the tax base of the sold shareholding in SNAM;

(5) i In order to present the SNAM group as a stand alone entity, the net equity recorded within the line item "Other investments" (Euro 2,465 million) must not be considered. This amount represents Enis net interest in the SNAM group before the effects of the Transaction.

33 -

Contents

the increase in the book value of the residual shareholding in SNAM for Euro 1,808 million, reported in the line item "Other reserves and net profit" for Euro 1,741 million net of the related tax effect reported in the line items "Income taxes payable" for Euro 45 million and "Deferred tax liabilities" for Euro 22 million. This increase in the book value of the residual shareholding in SNAM was recorded pursuant to the applicable international reporting standards, which require that in case of loss of control over an investee with retention of a non-controlling interest the book value of that residual interest be stated at its fair value. This fair value represents the new carrying amount of the residual interest retained and the basis for subsequent application of the applicable measurement criteria. The increase in the value of the residual shareholding retained in SNAM was calculated by considering the market price of SNAM shares at 31 December 2011, i.e. Euro 3.41 per share.

| Consequently, the change in
the line item "Other investments", totalling
Euro 476 million, is the difference between the
revaluation of the residual shareholding in SNAM (Euro
1,808 million) and the book value of the portion of net
equity of the SNAM group attributable to ENI that is
being sold (Euro 1,332 million). |
| --- |
| The tax effect associated
with the gain on disposal and revaluation of the residual
shareholding reflects the "Participation
Exemption" treatment of SNAM, whereby these gains
are taxed at the IRES (corporate income tax) rate of 38%
within the limit of 5% of their amount. |
| The total effect of the
aforementioned pro-forma adjustments to
shareholders equity is an increase of Euro 3,843
million. |

34 -

Contents

4.3 Pro-forma Consolidated Profit and Loss Account

Pro-forma adjustments

(Euro million) Eni Consolidated Financial Statements 2011 Snam Deconsolidation Intercompany transactions Effects of the Transaction Eni Pro-Forma Consolidated Financial Statements 2011

REVENUES — Net sales from operations	109,589		(3,590	)	2,086				108,085
Other income and revenues	933		(71	)	69				931
Total revenues	110,522		(3,661	)	2,155				109,016
OPERATING EXPENSES
Purchases, services and other	79,191		(699	)	2,155				80,647
Payroll and related costs	4,749		(345	)					4,404
OTHER OPERATING (CHARGE) INCOME	171								171
DEPRECIATION, DEPLETION, AMORTIZATION AND
IMPAIRMENTS	9,318		(533	)					8,785
OPERATING PROFIT	17,435		(2,084	)					15,351
FINANCE INCOME (EXPENSE)
Finance income	6,379		(4	)	261				6,636
Finance expense	(7,396	)	248		(261	)	114		(7,295	)
Derivative financial instruments	(112	)	253						141
	(1,129	)	497				114		(518	)
INCOME (EXPENSE) FROM
INVESTMENTS
Share of profit (loss) of equity-accounted
investments	544		(44	)					500
Other gain (loss) from investments	1,627		(4	)					1,623
	2,171		(48	)					2,123
Profit before income taxes	18,477		(1,635	)			114		16,956
Income taxes	(10,674	)	771				(43	)	(9,946	)
Net profit	7,803		(864	)			71		7,010
Attributable to:
- Eni's shareholders	6,860		(479	)			71		6,452
- Non-controlling interest	943		(385	)					558
	7,803		(864	)			71		7,010
Earnings per share attributable to Eni's
shareholders (Euro
per share)
Basic	1.89		(0.13	)			0.02		1.78
Diluted	1.89		(0.13	)			0.02		1.78

4.3.1	Snam Deconsolidation
	As previously illustrated in
subsection 4.2.1, the column "Snam
Deconsolidation" represents exclusion of the SNAM
group, previously consolidated on a line-by-line basis in
2011, from the scope of consolidation of the ENI Group.
4.3.2	Intercompany transactions
	When preparing the pro-forma
consolidated profit and loss account for the year ended
31 December 2011, the pro-forma adjustments pertaining to
the economic effects of intercompany transactions between
the ENI Group and the SNAM group have been restored and
reported in the column "Intercompany
transactions," although only for those activities
that are expected to continue after the Transaction. The
economic effects of these transactions had been
eliminated upon consolidation of ENI Group results, while
they are restored in the pro-forma consolidated financial
statements, because they are considered third-party
transactions.

35 -

Contents

The pro-forma adjustments are illustrated as follows:

The change in "Net sales from operations," totalling Euro 2,086 million, includes:

| - | Euro 1,692 million for
restoring such revenues of the SNAM group mainly arising
from the supply of natural gas transport,
re-gasification, storage and distribution services to the
ENI Group companies. Those revenues are regulated by the
tariffs set by an independent Italian body, the AEEG.
These revenues were eliminated during consolidation of
ENI Group results, but are included in the "Snam
Deconsolidation" column where, analogously to what
has been indicated in the pro-forma balance sheet, the
amounts associated with the transactions of SNAM as an
independent entity are reported; |
| --- | --- |
| - | Euro 394 million for
restoring such revenues of the ENI Group mainly arising
from the supply of natural gas to the SNAM group. |

| | The line item
"Purchases, services and other," totalling Euro
2,155 million, mainly consists of the costs incurred by
the ENI Group for purchasing natural gas transport,
storage, re-gasification and distribution services from
the SNAM group. Those transactions between the ENI Group
and the SNAM group are expected to continue pursuant to
the terms of applicable laws and regulations and as
reflected in the existing contractual agreements. |
| --- | --- |
| | The line item
"Financial income," totalling Euro 261 million,
includes the interest income accrued by the ENI Group
from the SNAM group in 2011, arising from the current
financing arrangements described hereinabove. The item
"Financial expense", totalling Euro 261
million, represents restoration of the SNAM group
interest expense due to the ENI Group that were
eliminated upon consolidation within the ENI Group, and
is reported in the column "SNAM
Deconsolidation". |

| 4.3.3 |
| --- |
| The column "Effects of
the Transaction" includes the on-going economic
effects of sale of the shareholding in SNAM and, in
particular, the Euro 114 million decrease in financial
expense, arising from interest income earned on investing
the cash consideration collected by ENI for the
Transaction. It has been assumed that the cash
consideration be collected effective as at 1 January
2011, thus increasing the line item "Cash and cash
equivalents" of the Eni Group. The interest income
reported in the pro-forma adjustments was calculated at
the weighted average cost of Euro-denominated loans to
the Eni Group, amounting to 3.24% for 2011. |
| The Euro 43 million tax
effect associated with the above-mentioned pro-forma
adjustment to finance expense derives from a higher
taxable income due to the decrease in financial expense
to which the statutory tax rate has been applied. |
| It is worth mentioning that
when preparing the Pro-Forma Consolidated Profit and Loss
Account 2011 that the deconsolidation of SNAM has carried
no impact on the determination of the ENI Group tax
liability, since the residual activities in Italy
reported positive taxable income in Italy notwithstanding
the elimination of the SNAM income taxes when determining
Group income tax liability under national tax
consolidation rules. |

36 -

Contents

| The Pro-forma Profit and
Loss Account for the year ended 31 December 2011 reports
a Euro 408 million reduction in net profit attributable
to ENI, resulting from the elimination of the
contribution made by the SNAM group (Euro 479 million) to
ENI net profit, which is partly offset by the Euro 71
million (net of the related tax effect) positive effect
due to lower financial expense stemming from the using
the cash collected on the sale consideration. |
| --- |
| Moreover, pursuant to the
rules for preparation of pro-forma data, as established
in Consob Notice no. DEM/1052803 of 5 July 2001, the
negative pro-forma economic effect on net profit, in the
amount of Euro 793 million, does not reflect the Euro
2,102 million gain on the sale (net of the related tax
effect) and revaluation of the residual shareholding of
Euro 1,741 million (net of the related tax effect),
insofar as they are one-off components of the Transaction
that will be recognised in the profit and loss account
for the period when the Transaction will be executed |

37 -

Contents

4.4 Pro-forma Reclassified Consolidated Balance Sheet

Pro-forma adjustments

(Euro million) Eni Consolidated Financial Statements 2011 Snam Deconsolidation Intercompany transactions Effects of the Transaction Eni Pro-Forma Consolidated Financial Statements 2011

Fixed assets — Property, plant and equipment	73,578		(12,016	)					61,562
Inventory - Compulsory stock	2,433		(149	)					2,284
Intangible assets	10,950		(4,094	)					6,856
Equity-accounted investments and other
investments	6,242		2,081				476		8,799
Receivables and securities held for
operating purposes	1,740		(2	)					1,738
Net payables related to capital expenditures	(1,576	)	445		(73	)			(1,204	)
	93,367		(13,735	)	(73	)	476		80,035
Net working capital
Inventories	7,575		(207	)					7,368
Trade receivables	17,709		(1,370	)	530				16,869
Trade payables	(13,436	)	559		(510	)			(13,387	)
Tax payables and provisions for net deferred
tax liabilities	(3,503	)	72		(15	)	(150	)	(3,596	)
Provisions	(12,735	)	527						(12,208	)
Other current assets and liabilities	281		1,119		68				1,468
	(4,109	)	700		73		(150	)	(3,486	)
Provisions for employee post-retirement
benefits	(1,039	)	107						(932	)
Net assets held for sale
including related liabilities	206								206
Capital Employed, net	88,425		(12,928	)			326		75,823
Eni shareholders' equity	55,472						3,843		59,315
Non-controlling interest	4,921		(1,730	)					3,191
Shareholders' equity	60,393		(1,730	)			3,843		62,506
Total debt	29,597		(11,200	)	11,200				29,597
Cash and cash equivalents	(1,500	)	2		(1	)	(3,517	)	(5,016	)
Securities held for non-operating purposes	(37	)							(37	)
Financing receivables for
non-operating purposes	(28	)			(11,199	)			(11,227	)
Net borrowings	28,032		(11,198	)			(3,517	)	13,317
Total liabilities and
shareholders' equity	88,425		(12,928	)			326		75,823
Leverage	0.46		6.47						0.21

The pro-forma reclassified consolidated balance sheet is shown below to present a summary of:

the financing receivables of ENI towards SNAM for outstanding intercompany loans totalling Euro 11,199 million. Note that, given their classification as current assets, those financing receivables have been reported as a reduction in Eni consolidated net borrowings consistently with the guideline for disclosing the net financial position established by CONSOB in Notice no. DEM/6064293 of 28 July 2006, which

38 -

Contents

implements the recommendations of the "Committee of European Securities Regulators" (CESR) of February 2005;

| | the reduction of ENI Group
net borrowings resulting from receipt of the
consideration for the Transaction, totalling Euro 3,517
million; |
| --- | --- |
| | the change in leverage from
the Annual Report 2011 figure of 0.46 to the pro-forma
amount of 0.21. |

| 4.4.1 |
| --- |
| The accounting standards
used to prepare the Pro-Forma Consolidated Financial
Statements are the same used to prepare the Consolidated
Financial Statements at 31 December 2011 of the ENI
Group, i.e. the IFRSs endorsed by the European
Commission. |
| Considering that the
Transaction entails the loss of control by ENI over SNAM
and its deconsolidation, the assumptions used to prepare
the pro-forma balance sheet and profit and loss account
are illustrated as follows: |

| | the financial receivables of
ENI towards SNAM for outstanding intercompany loans,
totalling Euro 11,199 million, have been classified as
current because, on the basis of existing agreements, it
is expected that they will be repaid early due to the
loss of control of ENI over SNAM; |
| --- | --- |
| | the residual shareholding
retained in SNAM is classified among other investments
under non-current assets as "available-for-sale
financial asset", insofar as it is considered to be
a financial investment pursuant to Article 2 of the DPCM; |
| | the transactions between ENI
and SNAM mainly pertaining to the supply by SNAM of
natural gas transport, storage, re-gasification and
distribution services, are expected to continue pursuant
to the terms of applicable laws and regulations and as
reflected in the existing contractual agreements; |
| | the pro-forma net profit
does not include income and expenses related to the
provision of headquartered services from Eni to Snam as
those services did not have any impact on profit and
loss. The relevant lines of business which provided such
services were contribute by ENI to SNAM in the course of
2011. As for those centralised services that were not
contributed, and which are expected to be discontinued,
it is assumed that there will be a corresponding
reduction in internal costs of the ENI Group. However,
those non-contributed services were immaterial to the
operations of both ENI and SNAM; |
| | the reduction reported in
financial expense was due to the use of the cash
resulting from sale of the shares to CDP to reduce Group
net borrowings; the corresponding benefit was calculated
at the weighted average cost of Euro-denominated loans to
the Eni Group, amounting to 3.24% for 2011 (net of the
related tax effect which was calculated by using the
statutory tax rate); the deconsolidation of SNAM had no
impact when determining the ENI Group tax liability,
since the residual activities in Italy reported positive
taxable income in Italy notwithstanding elimination of
the |

39 -

Contents

SNAM income taxes when determining Group income tax liability under national tax consolidation rules;

the tax rate used to calculate the tax effects resulting from the pro-forma adjustments was the rate effective as at 31 December 2011, also considering the windfall tax levied on energy companies pursuant to Law no. 7 of 6 February 2009 and Article 81, paragraphs 16 to 18 of Decree Law no. 112 of 25 June 2008, as provided by Decree Law no. 138 of 13 August 2011.

4.5 Historic and pro-forma ratios per share of the ENI Group

Consolidated Financial Statements 2011 Pro-forma Data

Earnings per share (Euro/share) 1.89 1.78

The earnings per share are calculated as ratio of the net profit attributable to ENI on a consolidated basis and the average number of outstanding shares in 2011, equal to 3,622.6 million and unchanged in calculation of the pro-forma indicator. The earning per share falls from the Euro 1.89 per share reported in the Consolidated Financial Statements 2011 to Euro 1.78 per share in the Pro-forma Profit and Loss Account due to deconsolidation of the net profit attributable to SNAM (-Euro 0.11 per share).

Consolidated Financial Statements 2011 Pro-forma Data

Cash flow per share (Euro/share) 4.73 4.36

| | The cash flow per share is
calculated as ratio of the consolidated net profit plus
amortization charges and the average number of
outstanding shares in 2011, equal to 3,622.6 million and
unchanged in calculation of the pro-forma indicator. The
cash flow per share falls from the Euro 4.73 per share
reported in the Consolidated Financial Statements 2011 to
Euro 4.36 per share in the Pro-forma Profit and Loss
Account due to deconsolidation of the cash flow
attributable to SNAM (-Euro 0.37 per share). |
| --- | --- |
| 4.6 | Comparative capital
ratios of the historic consolidated financial statements
and the pro-forma financial statements at 31 December
2011 |
| | Leverage |
| | Leverage (ratio of net
borrowings and shareholders equity attributable to
the Group and non-controlling interests see
glossary): |

Consolidated Financial Statements 2011 Pro-forma Data

0.46 0.21

The reduction of leverage from 0.46 reported in the ENI Annual Report at 31 December 2011 to the pro-forma value of 0.21 is due to the deconsolidation of the net borrowings of SNAM, totalling Euro 11,198 million at 31 December 2011, to which corresponds financing receivables for the same amount reported by ENI towards SNAM in the pro-forma financial statements. Considering the current nature of this financing receivables, insofar as the

40 -

Contents

existing agreements provide for early repayment if ENI cease to control SNAM, the Issuer has classified those receivables as reduction of its net borrowings, consistently with the guideline on net financial position established by Consob in Notice no. DEM/6064293 of 28 July 2006, which implements the recommendations of the "Committee of European Securities Regulators" (CESR) of February 2005. The leverage also benefits from the increase in shareholders equity attributable to ENI due to the gains resulting from the Transaction.

| ROACE |
| --- |
| ROACE (Return on Average
Capital Employed, which is the ratio of after-tax profit
before financial expense and average net capital employed
between the beginning and the end of the period
see glossary): |

Consolidated Financial Statements 2011 Pro-forma Data

9.7% 10.4%

| | ROACE increases from 9.7% as
reported in the ENI Annual Report at 31 December 2011 to
the pro-forma value of 10.4% due to the changed
composition of ENI businesses, whereby on one hand the
Exploration & Production Division increases its
relative weight on the ENI Group capital employed,
benefiting from higher-than average returns compared to
other ENI Group businesses in the current phase of the
economic cycle. On the other hand, the ENI Group
pro-forma ROACE is benefiting from the divestment of a
capital intensive business characterised by regulated
returns that are generally lower than the average for the
ENI Group. |
| --- | --- |
| Glossary | |
| 1. | ROACE |
| 1.1 | ROACE is the principal
indicator of the return on invested capital used by ENI
at the consolidated level. This indicator is obtained as
the ratio between the "unlevered" net profit
and the average net capital employed during the selected
reporting period. |
| 1.2 | The unlevered consolidated
net profit is obtained from the consolidated net profit
(attributable to the Group and non-controlling
interests), excluding financial income and expenses net
of the related tax effect as determined on a conventional
basis with the statutory Italian rate. |
| 1.3 | The average net capital
employed is calculated as the subtotal of the net
employed capital at the beginning of the period and the
end of the period. |
| 2. | Net borrowings and leverage |
| 2.1 | Net borrowings are
calculated in accordance with the principles defined in
Consob Notice no. DEM/6064293 of 28 July 2006. |

41 -

Contents

| 2.2 | In particular, the sum of
short-term debt and long-term debt is reduced: (i) by the
amount of cash and cash equivalents (i.e. cash and
financial assets payable within 90 days); (ii) by the
amount of short-term financial receivables and financial
instruments not used in operations, which reflect the
temporary investment of cash surpluses (financial
receivables, financial instruments, etc.) or strictly
related to financial payables. |
| --- | --- |
| 2.3 | Leverage represents the
principal indicator used by ENI management to measure
Group financial position and financial solidity. It is
obtained from the exact ratio (end of period values)
between net borrowings and consolidated
shareholders equity (sum of the shareholders
equity attributable to ENI and to non-controlling
interests). |
| 4.7 | Auditors
examination report on the pro-forma consolidated
financial data |
| | The examination report of
the auditors Reconta Ernst & Young S.p.A. concerning
the pro-forma consolidated financial data and the
reasonableness of the assumptions used in their
preparation, the proper application of the methods
applied, as well as the proper accounting principles used
in the preparation of such pro-forma data, is attached to
this Disclosure Document (as Appendix "E"). |

42 -

Contents

| 5. | BUSINESS OUTLOOK FOR THE
ISSUER AND ITS GROUP |
| --- | --- |
| 5.1 | Guidance on trends in the
operating performance of the Issuer since the end of the
financial year of reference for its last published annual
report |
| | In the first quarter of the
2012 ENI Group reported year-on-year growth of 16.3% in
net sales from operations, which rose from Euro 28,779
million for the quarter at 31 March 2011, to Euro 33,475
million for the quarter at 31 March 2012. This increase
mainly reflected realizations on oil, products and
natural gas in dollar terms. |
| | The operating profit of the
first quarter of 2012 amounted to Euro 6,834 million in
the first quarter of 2012, up Euro 1,196 million (+21.2%)
from Euro 5,638 million reported in the first quarter of
2011. This increase was mainly attributable: |

| (i) | to the Gas & Power
Division (+63.2%, from Euro 910 million in the first
quarter of 2011, to Euro 1,485 million in the first
quarter of 2012). The significant increase in the result
reflects the economic benefits of renegotiated gas supply
contracts, certain of which are effective retroactively
to 1 January 2011, and improved supply mix due to the
recovery of Libyan supplies; |
| --- | --- |
| (ii) | to the Exploration &
Production Division (+24%, from Euro 4,106 million in the
first quarter of 2011, to Euro 5,090 million in the first
quarter of 2012). The positive performance was driven by
a robust oil environment (12.9% the increase in the
benchmark Brent crude price) and the ongoing recovery in
Libyan activities. |

| In the first quarter of
2012, the ENI Group net profit rose by 42%, from Euro
2,547 million in the first quarter of 2011 to Euro 3,617
million in the first quarter of 2012. The result was
driven by an improved operating performance as well as by
an extraordinary gain amounting to Euro 835 million
recorded on Enis interest in Galp. This was
recognized in connection with a capital increase made by
Galps subsidiary Petrogal whereby a new
shareholder, Sinopec, subscribed its share by
contributing a cash amount fairly in excess of the net
book value of the interest acquired. These positive
factors were partially offset by higher net finance and
exchange rate charges (down Euro 207 million) due to an
increased average net finance debt, and fair value losses
recorded on certain derivatives on interest rates which
did not meet the formal criteria for hedging accounting
provided by IAS39. Net profit was also impacted by higher
income taxes (down Euro 833 million) reflecting higher
taxable profit. However, the Group reported tax rate
decreased by approximately one percentage point
reflecting the aforementioned extraordinary gain on the
Galp interests which was a non taxable item, partly
offset by a higher share of taxable profit reported by
subsidiaries of the Exploration & Production Division
which incurred higher-than average tax rates as well as a
changed tax regime for certain Italian subsidiaries as a
result of the Italian budget laws enacted in August 2011
which increased by 4 percentage points to 10.5% the
Italian windfall tax levied on energy companies (the
so-called Robin Tax) and enlarged its scope to include
gas transport and distribution companies (an overall
amount of Euro 89 million). |
| --- |
| At 31 March 2012, net
borrowings of the ENI Group totalled Euro 27,426 million,
down by Euro 606 million from 31 December 2011 (when they
were Euro 28,032 million). The |

43 -

Contents

debt/equity ratio, including non-controlling interests (leverage) was 0.43 at 31 March 2012 (0.46 at 31 December 2011).

| | For further information
regarding the trend of the first quarter of 2012, please
refer to the 2012 First Quarter Results, available on the
Companys website www.eni.com , in the section
"Publications". |
| --- | --- |
| 5.2 | Reasonable earnings
forecast for the current year |
| | The outlook for 2012 is
characterised by signs of a continuing economic slowdown,
particularly in the euro-zone, and volatile market
conditions. International oil prices will be supported by
robust demand growth from China and other emerging
economies, as well as ongoing geopolitical risks and
uncertainties, partly offset by a recovery in the Libyan
output. For short-term financial projections, Eni assumes
a full-year average price of $113 a barrel for the Brent
crude benchmark. Recovery perspectives look poor in the
gas sector with gas demand expected to be soft due to
slow economic activity and increasing competition from
renewables; while the marketplace is well supplied.
Against this backdrop, management expects ongoing margin
pressures to continue in 2012 and reduced sales
opportunities due to rising competition. Management
foresees the persistence of a depressed trading
environment in the European refining business. Refining
margins are anticipated to remain at unprofitable levels
due to high costs of oil supplies, sluggish demand and
excess capacity. In this context, key volume trends for
the year are expected to be the following: |

| - | Production of liquids and
natural gas : production is expected to grow compared
to 2011 (in 2011 hydrocarbons production was reported at
1.58 million boe/d) driven by a progressive recovery in
the Companys Libyan output to achieve the
pre-crisis level, coming fully online by the second half
of 2012. Excluding this important development, management
still sees a moderate growth trajectory in production,
boosted by new field start-ups at certain large projects
in Algeria and offshore Angola and the joint gas
development in Siberia. These increases will be partially
offset by mature field declines and the impact of the
shutdown of the Elgin-Franklin platform in the British
section of the North Sea; |
| --- | --- |
| - | Worldwide gas sales :
management expects natural gas sales to be roughly in
line with 2011 (in 2011, worldwide gas sales were
reported at 96.76 bcm and included sales of both
consolidated subsidiaries and equity-accounted entities,
as well as upstream direct sales in the US and the North
Sea). Against the backdrop of widespread weakness in
demand, management is targeting to boost sales volumes
and market share in Italy and to retain and develop its
retail customer base; outside Italy the main engines of
growth will be sales expansion in the key markets of
France, Germany/Austria and Turkey and opportunities in
the Far East. Management intends to leverage on an
improved cost position due to the benefits of contract
renegotiations, integration of recently-acquired assets
in core European markets, development of the commercial
offer through a multi-Country platform, and service
excellence. Management is also planning to enhance
trading activities to draw value from existing assets; |

44 -

Contents

| - | Refining throughputs on
Enis account : management foresees refinery
processed volumes to be in line with 2011 (in 2011
refining throughputs on our own account were reported at
31.96 million tonnes) in response to a negative trading
environment. Management is planning to pursue process
optimization measures by improving yields, cycle
integration and flexibility, as well as efficiency gains
by cutting fixed and logistics costs and energy savings
in order to reduce the business exposure to the market
volatility and achieve immediate benefits on the profit
and loss. Enhancement of oil trading activities will help
expand industrial margins; |
| --- | --- |
| - | Retail sales of refined
products in Italy and the rest of Europe : management
foresees retail sales volumes declining from 2011 levels
(in 2011, retail sales volumes in Italy and rest of
Europe were reported at 11.37 million tonnes) dragged
down by an expected sharp contraction in the domestic
consumption of fuels. In Italy where a new wave of
liberalization promises to spur competition, management
intends to preserve the Companys market share by
leveraging marketing initiatives tailored to
customers needs, the strength of the Eni brand
targeting to complete the rebranding of the network, the
development of non-oil activities and an excellent
service. Outside Italy, the Company will grow selectively
targeting stable volumes on the whole; |
| - | Engineering &
Construction : the profitability outlook for this
business remains bright due to an established competitive
position and a robust order backlog. |

For the full year 2012, management expects a capital budget almost in line with 2011 (in 2011 capital expenditure amounted to Euro 13.44 billion, while expenditures incurred in joint venture initiatives and other investments amounted to Euro 0.36 billion). Management plans to continue spending on exploration to appraise the mineral potential of recent discoveries (Mozambique, Norway, Ghana and Indonesia) and investing large amounts in developing growing areas and maintaining field plateaus in mature basins. Other investment initiatives will target the completion of the EST project in the refining business, and the strengthening selected petrochemical plants. The ratio of net borrowings to total equity leverage is projected to improve from the level achieved at the end of 2011 assuming a Brent price of $113/barrel and the effects of the Transaction.

STATEMENT OF THE MANAGER CHARGED WITH PREPARING THE COMPANYS FINANCIAL REPORTS

The undersigned Alessandro Bernini in his quality as manager responsible for the preparation of the companys financial reports, pursuant to Article 154-bis, paragraph 2, of Legislative Decree no. 58 of 24 February 1998, certify that data and information contained in this Disclosure Statement, different from the pro-forma figures, correspond to the Companys evidence and accounting books and entries.

45 -

Contents

APPENDICES

Appendix "A" Opinion of the Internal Control Committee of Eni S.p.A. issued on 29 May 2012.

Appendix "B" Fairness opinion of Mediobanca S.p.A. on the adequacy of the consideration for the transfer by Eni S.p.A. of the shareholding equal to 30% minus one share of the voting share capital of Snam S.p.A..

Appendix "C" Fairness opinion of Morgan Stanley Bank International Limited, Milan Branch on the adequacy of the consideration for the transfer by Eni S.p.A. of the shareholding equal to 30% minus one share of the voting share capital of Snam S.p.A..

Appendix "D" Fairness opinion of Rothschild S.p.A. in support of the Internal Control Committee on the adequacy of the consideration for the transfer by Eni S.p.A. of the shareholding equal to 30% minus one share of the voting share capital of Snam S.p.A..

Appendix "E" Report of the auditing company on the pro-forma consolidated economic and financial figures.

46 -

Contents

47 -

Contents

48 -

Contents

49 -

Contents

50 -

Contents

51 -

Contents

52 -

Contents

53 -

Contents

54 -

Contents

55 -

Contents

56 -

Contents

57 -

Contents

58 -

Contents

59 -

Contents

60 -

Contents

61 -

Contents

62 -

Contents

63 -

Contents

64 -

Contents

65 -

Contents

66 -

Contents

67 -

Contents

68 -

Contents

69 -

Contents

70 -

Contents

71 -

Contents

72 -

Contents

73 -

Contents

74 -

Contents

75 -

Contents

76 -

Contents

77 -

Contents

78 -

Contents

79 -

Contents

80 -

Contents

81 -

Contents

82 -

AI assistant

Eni Regulatory Filings 2012

4348_ffr_2012-06-07_91790d81-8ac8-4fac-bbbe-9b5662d16c4a.zip

AI assistant

Eni — Regulatory Filings 2012

4348_ffr_2012-06-07_91790d81-8ac8-4fac-bbbe-9b5662d16c4a.zip

More from Eni

Eni Regulatory Filings 2012