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Eni Corporate Governance and Shareholding Structure Report 2020*

Approved by the Board of Directors on April 1, 2021

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

1. ENI: PROFILE, STRUCTURE AND VALUES 4

1.1	Profile and structure		4
	1.1.1	Eni activities: the value chain	5
1.2		Principles and values. The Code of Ethics	7
1.3		Corporate Governance Policy	8
1.4		Responsible and sustainable approach	9
1.5		Eni's Corporate Governance initiatives	11
1.6		Corporate Governance Model	11
	1.6.1	The Corporate Governance Model of Eni SpA	11
	1.6.2	The Main Management Committees	14
	1.6.3	Corporate Governance Model for Eni companies	15
		2. INFORMATION ON THE OWNERSHIP STRUCTURE	16
2.1		Share capital structure, significant shareholdings and shareholders' agreements	16
2.2		Shareholding limits and restrictions on voting rights	18
2.3		Securities that confer special rights	18
2.4		Special powers of the State	18
2.5		Shares and participating financial instruments referred to in Law No. 266 of
	December 23, 2005		19
2.6		Material agreements that would become effective, be modified or extinguished in the
		event of a change of control of Eni	19
2.7		Agreements between the Company and Directors which envisage indemnities in the
		event of resignation or dismissal without just cause, or if their employment contract
		should terminate as the result of a takeover bid	20
2.8		Powers to Directors to increase share capital, issue participatory debt financial
		instruments and authorization to purchase treasury shares	20
		3. CORPORATE GOVERNANCE INFORMATION	21
3.1		Compliance with the Corporate Governance Code for Listed Companies	21
3.2		Policy for diversity and gender balance on corporate Boards	28
3.3		Shareholders' Meeting and rights	30
	3.3.1	Responsibilities of the Shareholders' Meeting	31
	3.3.2	Methods of calling and participating in the Shareholders' Meeting	31
3.4	Board of Directors		35
	3.4.1	Composition	36
	3.4.2	Appointment	42
	3.4.3	Succession plan for Executive Director and key personnel	44
	3.4.4	lndependence requirements	44
	3.4.5	lntegrity requirements, reasons for ineligibility and incompatibility	46
	3.4.6	Policy of the Board of Directors on the maximum number of offices held
		by its members in other companies	47
	3.4.7	Powers and responsibilities	48
	3.4.8	Meetings and running of meetings	52
	3.4.9	Board Secretary	54
	3.4.10	Board Review and advice for shareholders on the composition of the
		Board of Directors	54
	3.4.11	Board Induction	56 57
3.5 3.6	Report on remuneration policy and remuneration paid Board Committees
	3.6.1	Control and Risk Committee	57 59
	3.6.2	Remuneration Committee	62
	3.6.3	Nomination Committee	63
	3.6.4	Sustainability and Scenarios Committee	65
	3.6.5	Advisory Board	66
3.7		Chief Operating Officers	66
3.8		Board of Statutory Auditors	66
	3.8.1	Duties	66
	3.8.2	Composition and appointment	68
	3.8.3	Professional, integrity and independence requirements: causes for
		ineligibility, incompatibility and forfeiture	72

	3.8.4	Meetings and operational procedures	73
	3.8.5	Review and advice for shareholders on the composition of the Board of
		Statutory Auditors	74
3.9		Internal Control and Risk Management System	77
3.10		Actors and duties	79
	3.10.1	Board of Directors	79
	3.10.2	Chairman of the Board of Directors	80
	3.10.3	Board of Statutory Auditors	81
	3.10.4	Control and Risk Committee	81
	3.10.5	The Chief Executive Officer, acting as the Director in charge of the Internal
		Control and Risk Management System	83
	3.10.6	Internal Audit	83
	3.10.7	Officer in charge of preparing financial reports (Financial Reporting
		Officer)	87
	3.10.8	231 Supervisory Body	88
	3.10.9	Risk Committee	89
	3.10.10	Compliance Committee	89
	3.10.11	lntegrated Compliance function and other compliance units	89
	3.10.12	Head of lntegrated Risk Management	90
	3.10.13	Eni Personnel and Management	90
3.11		Eni Regulatory System	91
	3.11.1	The key features of the Eni Regulatory System	91
	3.11.2	Management System Guideline "Corporate Governance for Eni
		companies"	92
	3.11.3	Management System Guideline "Internal Control and Risk Management

		System"	93
	3.11.4	Management System Guideline "Internal Audit"	95
	3.11.5	Management System Guideline "lntegrated Compliance"	97
	3.11.6	Management System Guideline "lntegrated Risk Management"	97
	3.11.7	Main features of the Risk Management and InternaI ControI Systems
		applied to the financiaI reporting process (MSG "Eni's Internal Control
		System over Financial reporting")	99
	3.11.8	Model 231	102
	3.11.9	Anti-Corruption Compliance Programme	103
	3.11.10	Antitrust Compliance Programme	105
	3.11.11	Privacy and Consumer Protection	106
	3.11.12	Procedure for whistleblowing reports received, including anonymously,
		by Eni SpA and by its subsidiaries in Italy and abroad	106
	3.11.13	Litigation Management Regulations	107
	3.11.14	Management System Guideline "Transactions involving the interests of
		Directors and Statutory Auditors and transactions with related parties"	107
	3.11.15	Management System Guideline "Market lnformation Abuse (lssuers)	109
	3.11.16	Management System Guideline "Market conducts and financial
		regulation"	111
	3.11.17	Management System Guideline "Economic and Financial Sanctions"	111
3.12	Audit firm		112
3.13		Control of the Court of Auditors	112
3.14		Relations with shareholders and the market	112

Tables
		Board of Directors and Board Committees	114

Board of Statutory Auditors 115

Corporate Governance and Shareholding Structure Report 2020

This Report, approved by the Board of Directors of Eni SpA (hereinafter also "the Board" or "BoD") on April 1, 2021, provides a broad and comprehensive overview of the Corporate Governance system adopted by Eni SpA (hereinafter "Eni" or the "Company").

In compliance with the applicable legal1 and regulatory requirements, and taking account of the guidelines and recommendations of Borsa Italiana SpA (hereinafter "Borsa Italiana") this Report provides information on Eni's ownership structure and on its compliance with the Corporate Governance Code for listed companies2, as most recently updated in July 2018 ("2018 Corporate Governance Code"), explaining the choices made in implementing the corporate governance principles and on the corporate governance practices actually instituted. Furthermore, since the 2020 Corporate Governance Code (hereinafter also the "new Code"), which Eni adopted on December 23, 2020, came into force from January 1, 2021, the information below will specify, where necessary, when it refers to the new recommendations and application procedures, including improvements, approved by the Board of Directors.

The 2018 Corporate Governance Code, as well as the new Code, are available to the public on the Corporate Governance Committee's website as well as3 in the Governance section of Eni's website (www.eni.com).

Furthermore, the Management Report, which is a part of the 2020 Annual Report4, contains a section entitled "Governance", which describes Eni's Corporate Governance system with an integrated view of the creation of sustainable value through business support.

Finally, for a more detailed treatment of compensation matters, also for the purposes of the "comply or explain" governance recommendation of the Code the Company adopted, please refer to the Report on remuneration policy and remuneration paid5 published simultaneously with this Report.

The information contained in this Report refers to 2020 and, with respect to certain issues, is up-to-date as of March 18, 2021 or, where expressly indicated, as of the date of the meeting of the Board of Directors called to approve it.

This Report, which is published in the "Governance" section of the Company's website www.eni.com, consists of three section: the first describes Eni's profile, structure and values; the second focuses on information on the ownership structure; and the third analyses and provides information on corporate governance, specifically compliance with the recommendations of the 2018 Corporate Governance Code and, where applicable, of the New Code, on the main features of the Internal Control and Risk Management System, including with regard to the financial reporting process and, more generally, the primary governance practices followed.

1. ENI: PROFILE, STRUCTURE AND VALUES

1.1 PROFILE AND STRUCTURE

Eni is a company that issues shares listed on the electronic stock exchange (Mercato Telematico Azionario) operated by Borsa Italiana SpA and securities traded on the New York Stock Exchange (NYSE) in the United States.

³ The text of the 2018 Corporate Governance Code, as most recently modified in July 2018, is available on the website of Borsa Italiana and of the Corporate Governance Committee: https://www.borsaitaliana.it/comitato-corporate governance/codice/codiceeng2018.en.pdf; the text of the new 2020 Corporate Governance Code is available on the same website at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020eng.en.pdf.

⁴ Available at the "Publications" section of the Company's website.

Eni's Mission

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

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

² The Code was produced by the Corporate Governance Committee sponsored by Abi, Ania, Assonime, Assogestioni, Borsa Italiana and Confindustria. More information on the various editions of the Code and the composition of the Committee can be found on Borsa Italiana's website.

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

Eni is an energy company with operations in 68 Countries and a workforce 31,495 (9,920 abroad), 6 the Company operates in oil, natural gas, and energy in general, with a particular focus on renewable energies, and is active in the development of circular economy projects, forest conservation and CO2 capture and storage.

In June 2020, the Board redefined the Company's organisational structure, launching a new arrangement consistent with the corporate mission and the new long-term strategy, aimed at transforming the company into a leader in the production and sale of decarbonised energy products.

More specifically, Eni operates through the following business groups:

Natural Resources
for the management of exploration portfolio, strategic exploration studies, exploration and delineation projects and geological and geophysical studies and specialist services;
for carrying out industrial asset development projects of the business group and operations technical support;
for business development activities, management of upstream activities directly carried out and oversight of those not directly carried out;
for promoting and manging CO2 capture, sequestration and utilisation projects and forest conservation initiatives (REDD+);
for managing the Gas and LNG portfolio, commercial development of gas and LNG equity projects, sale of Gas and LNG to large customers, management of commodity price risk, trading, gas transport also through pipelines;
for environmental remediation and waste management (acting through the Eni Rewind);
Energy Evolution
for the supply, refining, production, distribution and sale of new and traditional products, licensing out, procurement for industrial activities and logistics in the downstream sector;
for energy generation, portfolio management and development and sales to "large" power customers;
for renewable energy business development activities: new projects, asset management and marketing;
for carrying out industrial asset development projects of the business group;
for sales of gas, electricity and services to retail and business customers in Italy and Europe (acting through the Eni gas e luce);
for the production and sale of petrochemical products also from renewable resources and sale of licenses on technologies and know-how (acting through the Versalis).

The business groups are assisted by business support functions reporting to the Chief Executive Officer, whose services are centralised to ensure quality and efficiency. These functions include the units that report to the Chief Financial Officer, the functions Legal Affairs and Commercial Negotiations, Corporate Affairs and Governance, Integrated Compliance, External Communication, Human Capital & Procurement Coordination, Public Affairs, Integrated Risk Management and Technology, R&D & Digital.

Lastly, the Head of the Internal Audit function (who oversees checks, analysis, assessments and recommendations concerning the design and operation of Eni's internal control and risk management system) and the Board Secretary report to the Board of Directors and, on its behalf, to the Chairman.

The chart below shows Eni's activities. 7

1.1.1 Eni activities: the value chain

Eni is a global energy company, present along the entire value chain: from the exploration, development and extraction of oil and natural gas, to the generation of electricity from cogeneration and renewable sources, to traditional and bio refining and chemistry, up to the development of circular economy processes. Eni extends its range of action to end markets, selling gas, electricity and products to retail and business customers and to local markets. To absorb residual emissions, both CO2 capture and storage initiatives and forest conservation projects (REDD+ initiatives) will be implemented.

Consolidated skills, technologies and geographical distribution of assets are Eni's levers for strengthening its presence along the value chain.

⁶ Figures at December 31, 2020.

⁷ For more information, please refer to the Company's website and the Annual Report.

On this path, Eni is committed to becoming a leading company in the production and sale of decarbonised energy products, increasingly customer-oriented.

− Decarbonisation will be achieved through the implementation and strengthening of existing technologies and activities such as bio-refineries with an increasing input of raw material from waste and scrap.
− Circular economy with increased use of biomethane, waste products and recycling of end products.
− Efficiency and digitisation in operations and customer services.
− Renewables through the increase in capacity and integration with the retail business.
− Blue and green hydrogen to power Eni's bio-refineries and other highly energy-intensive industrial activities.
− Natural or artificial carbon capture to absorb residual emissions through REDD+ forest conservation initiatives and CCS projects.

Gas will be an important support for intermittent sources in the energy transition.

At December 31, 2020, Eni controlled 233 companies in Italy and abroad.8

⁸ This refers to consolidated subsidiaries.

1.2 PRINCIPLES AND VALUES. THE CODE OF ETHICS

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

These values and principles are set forth in the Eni Code of Ethics, as updated and approved by the Board of Directors on March 18, 2020, which replaces the previous Code, in force since 2008. The Eni Code of Ethics is published on Eni website (https://www.eni.com/en-IT/about-us/governance/code-ofethics.html).

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

The Code of Ethics, in its new form, is a document designed for easy use, providing clear indications on the rules of conduct to be adopted and practical examples. The Code is enriched with important Eni's values are set forth in the Eni Code of Ethics

elements of innovation, including the correlation of each principle with the United Nations Sustainable Development Goals (SDGs), to make the Code consistent and complementary to Eni's mission, of which the SDGs are a fundamental element.

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

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

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

The promotion and training activity on the Code of Ethics is the responsibility of the Integrated Compliance function, which also ensures implementation support by involving the competent functions, while reporting of potential violations is taken back in the whistleblowing procedure, governed by the specific regulations.9

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

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

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

1.3 CORPORATE GOVERNANCE POLICY

In the context of Eni's Regulatory System, 10 on July 28, 2010 the Board of Directors defined the inalienable principles of Eni's Corporate Governance system, issuing the Corporate Governance Policy in which, identifying integrity and transparency as the founding principles of its system, it stated its commitment to:

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

In performing its management and coordination activities, Eni acts in accordance with the managerial independence of the individual companies, in particular of the listed companies and those subject to special regulations, and respects the interests of other shareholders, the confidentiality obligations that safeguard the commercial interests of the companies involved and, regarding foreign companies, local regulations.

More specifically, among the aims pursued, actions designed to ensure an adequate and effective internal control and risk management system are of fundamental importance – both overall and in its main components – in addition to compliance with the rules the Company is subject to in its role as parent company.

⁹ For more information, please refer to the section on the "Procedure for whistleblowing reports received, including anonymously, by Eni SpA and by its subsidiaries in Italy and abroad" of this Report.

¹⁰ For more information on Eni's Regulatory System, please refer to the "Internal Control and Risk Management System" section of the Report.

1.4 RESPONSIBLE AND SUSTAINABLE APPROACH

A responsible and sustainable approach represents Eni's methods of operating under a logic of value creation over the medium and long-term for the Company and for all stakeholders. This distinctive approach allows operating in the complex current scenario while responding to the most crucial challenge of the energy sector: ensuring access to efficient and sustainable energy, while fighting climate-change by reducing climate changing emissions related to business activities. In this context, Eni is committed to promoting a just transition, i.e. an energy transition that makes it possible to preserve the environment and guarantee access to energy for all, but which, at the same time, is socially equitable, thus taking into account different levels of development in different Countries and aiming to minimize existing inequalities. Even in the face of a health emergency such as that in 2020, which impacted on health, employment and the economy, Eni decided to further accelerate the path, already started in 2014, of deep transformation of its operations, announcing the even more ambitious goal of eliminating all Scope 1, 2 and 3 emissions related to the entire life cycle of products by 2050.

The path is also confirmed in Eni's Mission – approved by the Board of Directors in September 2019 – which organically integrates the 17 UN Sustainable Development Goals (SDGs) to which Eni intends to contribute aware that business development can no longer be separated from them.

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

Achieving the SDGs requires unprecedented collaboration between the public and private sectors. Accordingly, Eni is committed to identify and building alliances with committed partners with authoritative technical competence, prestige and reliability as well as presence and impact capacity in the Countries in which it operates (International Organizations, Italian and international institutions, development banks, private sector, cooperation bodies and agencies, civil society and religious organizations). In this way, synergies and sharing know-can fuel the growth of the communities and Countries, within a framework of economic diversification, education and training, access to energy and water, health and hygiene promotion. This action is testified to by agreements signed with UNIDO, UNDP, FAO, World Bank, GHACCO, NBSSI, USAID, 11 Halo Trust Foundation and other cooperation organisations such as AMREF, AVSI, CUAMM, VIS, 12 E4Impact Foundation, the Don Bosco Higher Institute in Mozambique, Diocese of Sekondi-Takoradi. As a further demonstration of the constant commitment to the United Nations Principles for Responsible Business, in 2020 Eni was confirmed as a participant in the Global Compact LEAD - the largest global initiative on corporate sustainability.

The Board of Directors of Eni plays a central role in the definition of sustainability policies and strategies, acting on a proposal of the Chief Executive Officer, the definition of annual, four-year and long-term targets, shared between units and subsidiaries, also verifying the associated results, which are also presented to shareholders at the Shareholders' Meeting.

In this area, the Board of Directors, on the basis of a proposal of the Chief Executive Officer, examines and/or approves strategic initiatives and objectives, the portfolio of Eni top risks, including climate change, the Short-Term and Long-term Incentive Plan13, with targets linked to the reduction of GHG emissions for the Chief Executive Officer and management, relevant projects and their progress on a sixmonthly basis, with sensitivity to carbon pricing and strategic agreements.

One crucial issue of Eni Strategy is the sustainability of our business in the medium to long-term and the associated challenges connected with energy transition and possible decarbonisation scenarios. In particular, in 2020 Eni defined a strategy for 2050, updated in February 2021, to progressively reduce the carbon footprint of activities with the commitment to achieve total decarbonisation of products and processes by 2050.

On sustainability issues, the Board of Directors is supported by a Board Committee, called the Sustainability and Scenarios Committee ("SSC"), which was established in 2014 by the Board. Among its tasks, the Committee periodically examines issues concerning the integration of strategy, development scenarios and the long-term sustainability of the business, analysing scenarios for the preparation of the strategic plan.

In 2020, in all its meetings, the Sustainability and Scenarios Committee evaluated14 issues concerning climate change.

The new Mission Eni and the contribution to achieving the SDGs

The role of the Board of Directors

¹¹ UNIDO - United Nations Industrial Development Organization; UNDP - United Nations Development Program; FAO - Food and Agriculture Organization of the United Nations; GHACCO - Ghana Alliance for Clean Cooking; NBSSI - National Board for Small Scale Industries; USAID - United States Agency for International Development

¹² Italian non-profit organizations. ¹³ For more information, please refer to the Remuneration Report, published on Eni website.

¹⁴ For more information, please refer to the "Sustainability and Scenarios Committee" section in this Report.

Thanks to a growing commitment to transparency and the business model Eni built over the last seven years to create sustainable value in the long term, Eni share achieved leadership performance in the most popular ESG ratings and confirmed its presence in the main ESG indices.15

On the issue of human rights, in 2020 Eni continued with the path that led to the approval of the Eni Declaration on respect for human rights by Eni's Board of Directors in December 2018 reinforcing incentives related to performance on human rights within the targets assigned to the various managerial levels, publishing the Supplier Code of Conduct - which includes specific commitments required of its suppliers - adopting a new internal procedure that outlines the human rights due diligence process as required by the United Nations Guiding Principles on Business and Human Rights (UNGPs) and updating its Code of Ethics.

In 2020 the Sustainability and Scenarios Committee also examined a number of aspects directly or indirectly concerning human rights, 16 including the human rights management model adopted by Eni and the results achieved by Eni in the fourth edition of the Corporate Human Rights Benchmark17 (CHRB).

In this regard, Eni confirmed its leadership in the approach to human rights, ranking first among the 199 companies evaluated by the CHRB in 2020, ex aequo with another company. The work carried out in the last year has allowed Eni to further improve its performance, with particular reference to the due diligence process and the process of monitoring and evaluating the effectiveness of the actions taken to identify risks and deal with possible impacts. With a view to constantly improving its approach and the accessibility of this information, Eni has published the "Eni for Human Rights" report for the second year, which describes the management model adopted on the subject and reports on the activities carried out in recent years, using the UNGP Reporting Framework to report on commitments and results achieved. Furthermore, in May 2020 Eni was included as an "Engaged Corporate Participant" of the Voluntary Principles Initiative, the initiative made up of governments, international organizations and companies, which promotes the implementation of the Voluntary Principles on Security and Human Rights, a series of principles aimed at supporting and guiding companies in the management of risks related to human rights in security activities.

Creating value for the Company and stakeholders, sustainability activities, targets and results, are integrated in the Annual Report, as provided for under the integrated reporting framework supported by the International Integrated Reporting Council (IIRC). Continuing the process of integrating financial and non-financial disclosure, the Management Report in the Annual Report has been supplemented since 2017 with a specific section entitled "Consolidated Disclosure of Non-Financial Information" (hereinafter the NFI) as provided for under Legislative Decree No. 254/2016.18 The NFI, which is prepared on the basis of the Global Reporting Initiative (GRI) reporting standard, was approved by Eni Board of Directors and subject to limited review by the audit firm engaged to perform the statutory audit of Eni's financial statements (PWC), in accordance with the provisions of law and the appropriate professional standards for assurance on non-financial information (ISAE 3000). The 2019 NFI received the special "Oscar for the Non-Financial Information ", an Italian award for the clear, concise and easily recognizable disclosure. The recognition, now in its 56th edition, is promoted by FERPI with the Italian Stock Exchange and Bocconi University, and is dedicated to organisations that show their desire to make their work ever more transparent and invest in looking after the relationship with stakeholders.

With regard to stakeholders, since 2018 Eni has adopted an operational mapping and monitoring system ("Stakeholder Management System" - SMS) which collects all the documentation relating to the relationship with stakeholders located in the countries where we operate. The SMS helps to support, with mapping and analysis, the risk and reputation assessments inherent to the stakeholders presented to the Board of Directors. In 2020, the system reached 100% coverage of the industrial activities operated by all business lines and was extended to the mapping of all ongoing sustainability projects.

In addition to the NFI, Eni continues to publish a report on corporate sustainability, prepared on voluntary basis, called "Eni for", which has been prepared and presented at the Shareholders' Meeting since 2006, after approval by the Board of Directors. "Eni for" reinforces Eni commitment to the achievement of SDGs and includes an additional ad hoc document on climate. This "Addendum" is prepared on the basis of the recommendations of the Task Force on Climate-related Financial Disclosure-TCFD of the Financial Stability Board and presents the milestones reached and the path still to be taken to reach Carbon Neutrality in the medium-long term in a detailed and transparent manner.

Eni commitment on respect and promotion of Human Rights

Sustainability reporting

¹⁵ Please refer to the section "Relations with shareholders and the market" of this document and the page "Investor" of the website for timely updates on ESG indices and ratings relevant for financial markets.

¹⁶ With this in mind, on May 9, 2017 the Board of Directors of Eni updated the Rules of the Sustainability and Scenarios Committee, explicitly including Human Rights among the sustainability areas on which the Committee performs proposal and consultative functions towards the Board of Directors. 17 The Corporate Human Rights Benchmark is an initiative in collaboration between investors and civil society organizations aimed at

creating the first public benchmark for assessing the performance of companies in the field of human rights. The Benchmark compares the largest companies from year to year, taking into account the policies, governance, processes and practices adopted to systematise their approach to human rights and how they respond to allegations of infringement.

¹⁸ For more information, please refer to Annual Report published on Eni's website.

With "Eni for 2019", Eni was included for the second year in a row in the top 10 companies with the best reporting on sustainability performance, as shown by the analysis of the World Business Council for Sustainable Development (WBCSD), ranking among the Top Performers.

The WBCSD also mentions "Eni for" as an example of good practice in Sustainability governance, for the clear description of the roles and responsibilities of the Board of Directors and the Committees on sustainability issues, and in particular on climate. Furthermore, among the positively evaluated elements, there is also the distinction between management roles at central and local level and the distinction between the sustainability objectives of the short-term incentive plan and the long-term one of Eni's CEO, with separate objectives set for executives with strategic responsibilities.

1.5 ENI'S CORPORATE GOVERNANCE INITIATIVES

In line with the principles of its Corporate Governance Policy, adopted by the Board of Directors on July 28, 2010, Eni is committed to creating a corporate governance system that is inspired by excellence, in open dialogue with the market.

Accordingly, the Company has pursued a number of initiatives for improving its own system and that of the nation, focusing heavily on communication with its stakeholders and demonstrating an ongoing commitment to helping shareholders exercise their rights effectively.

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

Following this initiative, in 2018 the competent corporate functions, also with the support of an external consultant, carried out some in-depth analysis on aspects of possible interest with a view to the continuous improvement of Eni's governance model.

Consistent with this initiative, dialogue with the market on governance issues continued in 2019, to seize opportunities arising from studies and experience gained in the international context.

In particular, possible future evolutions of the Company's governance system were investigated by means of a survey and meetings of the Chairman with Eni's leading shareholders and proxy advisors. This showed a substantial and widespread appreciation of Eni's governance system, which investors appear to consider adequate and efficient, without excluding the possibility of introducing governance solutions aligned with international models also adopted by Eni's Peers.

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

Furthermore, on December 23, 2020, Eni's Board of Directors resolved the adoption of the new Code of Corporate Governance 2020, the recommendations of which are applicable starting from 1 January 2021.

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

1.6 CORPORATE GOVERNANCE MODEL

1.6.1 The Corporate Governance Model of Eni SpA

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

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

Dialogue with the market on governance issues

Eni adopts the traditional management and control model

In accordance with the By-laws, the Board of Directors appointed a Chief Executive Officer to manage the Company, while reserving decisions on certain issues exclusively to itself. The CEO is therefore the main person responsible for the management of the Company, apart from those tasks reserved to the Board. On June 4, 2020 (with effect from July 1, 2020), the Board also appointed, pursuant to the Bylaws, two Chief Operating Officers responsible for the Natural Resources and Energy Evolution business groups.

The Board of Directors gave its Chairman a major role in internal controls.19 The Board also decided that the Chairman will, in accordance with the By-laws, be legal representative of the Company, responsible for managing institutional relationships in Italy, together with the CEO. She was also granted the powers, provided for by the By-laws, for the identification and promotion of integrated projects and international agreements of strategic importance, shared with the Chief Executive Officer.

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

The Board of Directors has created four internal Committees having consulting and advisory functions: the Control and Risk Committee, the Remuneration Committee, the Nomination Committee and the Sustainability and Scenarios Committee. These Committees report to the Board at every meeting, through their respective Chairmen, on the most significant matters that they have addressed.20

Other key players in the Eni Governance model include:

the Officer in charge of preparing financial reports (Financial Reporting Officer), that the Board of Directors has identified, starting from August 1, 2020, in the Head of the Accounting and Financial Statements function of the Company;
the 231 Supervisory Body, appointed by the Board and composed starting from June 4, 2020, by one internal member (identified as the Head of the Internal Audit function), the Chairman of the Board of Statutory Auditors and 3 external members, including the Chairman.21

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

Certain organisational and managerial decisions highlighted in this Report, including the designation of the Board of Statutory Auditors as the Audit Committee, 22 were made to achieve compliance with US regulations, to which the Company is subject as a NYSE-listed company.

The following chart represents the Company's governance structure as at December 31, 2020:

¹⁹ For more information, please see the section devoted to the Chairman in the chapter "Internal Control and Risk Management System" of this Report.

²⁰ For more information, please see the section "Board Committees" of this Report.

²¹ The previous 231 Supervisory Body was made up of four internal members and three external members, including the Chairman.

²² For more information, please see the sections on the "Board of Statutory Auditors" of this Report.

Eni's organisational management structure is divided into "business lines" and "business support functions".

The following is a chart setting out the current macro-organizational structure of Eni SpA as of December 31, 2020:

1.6.2 The Main Management Committees23

Management Committee

The Management Committee, presided over by the CEO of Eni, is composed of the:

The Chief Operating Officer of Natural Resources, the Chief Operating Officer of Energy Evolution the Chief Financial Officer, Director Legal Affairs and Commercial Negotiations, Director Corporate Affairs and Governance, Director Integrated Compliance, Director External Communication, Human Capital & Procurement Coordination, Director Internal Audit, Director Public Affairs, Director Integrated Risk Management, Director Technology, R&D & Digital, Deputies of COO, CEO of Versalis, CEO of Eni gas e luce, CEO of Eni Rewind.24

The Management Committee, which provides advice and support to the CEO, meets on monthly basis and, normally, prior to the meetings of the Board of Directors, and whenever the CEO of Eni SpA believes it necessary, to consider the issues he indicates, including those that may be proposed by Committee members, other persons reporting to him or by the CEOs of the Group companies.

The Chairman of the Board is invited to attend Management Committee meetings. Other persons may also be invited to attend those meetings where their duties relate to items on the agenda.

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

Management Committee

²³ The composition of the Committees described in this paragraph is updated as of December 31, 2020.

²⁴ As of March 18, 2021, the Management Committee is also composed of the Director Upstream, the Director Green/Traditional

Refining & Marketing and the Chairman of Versalis.

Compliance Committee, Risk Committee and the Evaluation for Medium and Long Term Plans Committee

Other managerial committees in addition to the Management Committee have been formed. Those include the Risk Committee, the Compliance Committee, the Evaluation for Medium and Long Term Plans Committee described in more detail herein.

The Risk Committee is presided over by the CEO of Eni SpA and has the same composition as the Management Committee. The Risk Committee provides advice to the CEO on the major risks facing Eni and, specifically, reviews and offers its opinion on the main results of the Integrated Risk Management process.

The Chairman of the Board of Directors of Eni SpA is also invited to attend the meetings. Other persons may also be invited to attend those meetings where their duties relate to items on the agenda. The Head of Integrated Risk Management shall act as the Committee's Secretary.

The Compliance Committee is composed of the Heads of Corporate Affairs and Governance, Internal Audit, Integrated Compliance, Accounting and Financial Statements, Human Resources and Organization.

The Compliance Committee, as a whole, is responsible for:

identifying the process owners for each compliance and governance matter and suggesting them to the CEO of Eni SpA;
approve the areas of compliance and identify the people in charge of them, validate the compliance and governance models;
reporting to the CEO of Eni SpA on the need to examine any new issues, suggesting a process owner and, if necessary, a working group;
in the event that the Management System Guidelines for compliance and governance are updated, providing its opinion on the formal and substantive aspects of the changes made;
assess beforehand, in its role as verification committee, the Management System Guidelines for compliance and governance.

In addition, the Compliance Committee receives, for information purposes, the Integrated Compliance Report and the related update.

The Evaluation for Medium and Long Term Plans Committee is presided over by the CEO of Eni and has the same composition as the Management Committee.

Furthermore, other persons may also be invited to attend where their duties relate to items on the agenda. The Head of Scenarios, Positioning and Medium/Long-Term Plans shall act as the Committee's Secretary. 25

The Evaluation for Medium and Long Term Plans Committee has the task of:

analysing and evaluating proposals for medium/long-term alternative plans;
identifying operational development guidelines;
directing any actions to ensure convergence between the strategic plan and the medium/long-term plan.

1.6.3 Corporate Governance Model for Eni companies

The Board of Directors of Eni, consistent with its duties, established the corporate governance system and rules for Eni's Italian and foreign subsidiaries, and the criteria and procedures for appointing members of the boards of investee companies, which are set out in specific internal rules.

For more information, see the section of this Report on the Management System Guideline "Corporate Governance for Eni companies".

The Risk Committee

The Compliance Committee

The Evaluation for Medium and Long Term Plans Committee

²⁵ Until December 31, 2020.

2. INFORMATION ON THE OWNERSHIP STRUCTURE26

2.1 Share capital structure, significant shareholdings and shareholders' agreements

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

At December 31, 2020 the Company's share capital amounted to €4,005,358,876 – fully paid-up – and comprises 3,605,594,848 ordinary shares without par value.

The Company's shares have been listed on the electronic stock exchange (Mercato Telematico Azionario) managed by Borsa Italiana SpA since November 1995. Also in 1995, Eni issued an American Depositary Receipts (ADR) programme for the US market. An ADR consists of a share certificate representing foreign company shares traded on stock exchanges of the United States. Each Eni ADR represents two ordinary shares and is traded on the New York Stock Exchange. 27

Eni is therefore subject to the control of the Ministry of the Economy and Finance, which has enough votes to exercise a dominant influence in the ordinary Shareholders' Meeting of the Company, through stakes held directly in the Company (with 4.37%) and indirectly through Cassa Depositi e Prestiti SpA (CDP SpA), a company controlled by the Ministry (with 25.96%).

But Eni is not subject to the management and coordination of the Ministry of the Economy and Finance28 or of CDP SpA, pursuant to Art. 2497 of the Italian Civil Code, nor is the Company aware of any agreements between shareholders, pursuant to Art. 122 of the Consolidated Law on Financial Intermediation.

The following table shows the percentage of Eni's share capital owned, at March 18, 2021, directly or indirectly by shareholders or persons whose declared holdings exceed a major holding threshold pursuant to Art. 120 of the Consolidated Law on Financial Intermediation and the Consob Issuers Regulation. This threshold is updated based on information available to the Company.29

Controlling shareholders	Number of shares	% of total ordinary shares
Ministry of the Economy and Finance	157.552.137	4.37
CDP SpA	936.179.478	25.96
Total	1,093,731,615	30.33

	Number of shares held	% of share capital
Norges Bank	51.386.189	1.425

No changes had been reported at March 18, 2021.

²⁷ For more information on the ADR program, please refer to the Investors section of Eni website.

²⁸ Art. 19, paragraph 6, of Italian Decree Law No. 78/2009, ratified by Law No. 102/2009, specifies that the reference to management and coordination activity contained in Art. 2497, first paragraph, of the Italian Civil Code must be interpreted with reference to the fact that "entities" refers to "collective legal subjects other than the State having shareholdings in the company in the context of their entrepreneurial activity, or for economic or financial purposes".

²⁶ Information on the shareholding structure is provided in accordance with the provisions of Art. 123-bis, first paragraph, of the Consolidated Law on Financial Intermediation; with reference to:

^- the mechanism for the exercise of voting rights in any employee share scheme where voting rights are not exercised directly by the employees, as specified in letter e) of the above-mentioned regulation; please note that the Company does not provide employee share schemes. As to the long-term share-based incentive plan, denominated 2020-2022 Long-Term Incentive Plan, please refer to the Eni Remuneration Report, and the informational document on the plan published pursuant to law and available at www.eni.com;

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

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

²⁹ UniCredit S.p.A. communicated, pursuant to Art. 120 of the Consolidated Law on Financial Intermediation, in compliance with Consob resolution no. 21434 of July 8, 2020 (i) to have exceeded the ownership threshold of 1% in the company's share capital on September 9, 2020, subsequently descending below this threshold on September 11, 2020, (ii) to have exceeded said ownership threshold on September 15, 2020, subsequently descending below this threshold on September 17, 2020 (iii) to have exceeded the ownership threshold on September 18, 2020 subsequently descending below this threshold on September 21 2020.

The following is a graphical representation of the share capital structure and the distribution of shares by amount and geographical area based on the registered share owners who received the interim dividend paid for 2020 made by intermediaries (ex-dividend date of September 21, 2020 – record date of September 22, 2020 – payment date of September 23, 2020).30

³⁰ Following purchases made during the company's 2019 Share Buyback programme, considering the Treasury shares already in the portfolio, Eni held 61,635,679 treasury shares equal to 1.70% of the share capital. Following the cancellation of treasury shares approved by the Shareholders' Meeting of May 13, 2020, Eni holds 33,045,197 treasury shares equal to approximately 0.92% of the share capital. The details of the Company's 2019 Share Buyback programme are available at the link https://www.eni.com/en-IT/about-us/governance/shareholders.html.

2.2 Shareholding limits and restrictions on voting rights

Pursuant to Art. 6.1 of the By-laws, in accordance with the special provisions specified in Art. 3 of Decree-Law No. 332 of 199431, ratified by Law No. 474 of 1994 (Law No. 474/1994), under no circumstances whatsoever may any party directly or indirectly hold more than 3% of the share capital. Exceeding these limits shall lead to a suspension of the exercise of voting rights or any other rights (except property rights) related to the shares exceeding the aforementioned limit, but leaving the property rights for such shares unchanged.

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

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

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

Lastly, the special provision states that the clause regarding shareholding limits shall not apply if the above limit is exceeded following a takeover bid, provided that the bidder – as a result of the takeover – will own a shareholding of at least 75% of the capital with voting rights in deliberations regarding the appointment or dismissal of Directors.32

2.3 Securities that confer special rights

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

2.4 Special powers of the State

Decree-Law No. 21 of March 15, 2012, ratified with amendments, by Law No. 56 of May 11, 2012 ("Law No. 56/2012"), ratified with Law No. 133/2019, brought Italian laws on the special powers of the State in line with European Union rules.

were included in the By-laws.

3% holding and voting limit provided by law and Bylaws

³¹ Art. 3 of Law No. 474/1994 was formally amended by Decree Law No. 21 of March 15, 2012, ratified, with amendments, by Law No. 56 of May 11, 2012.

³² Pursuant to Law No. 266 of 2005 (2006 Finance Act), to which a specific paragraph of this Report is dedicated, this clause would cease to apply if the rules regarding the issue of shares or participating financial instruments – such as those specified in the law itself –

The special powers apply to companies in the defence and national security sectors, broadband electronic telecommunications networks with 5G technology as well as companies that hold strategic assets in the energy, transport and communications sectors as defined by implementing measures.

With reference to the energy sector, the special powers, the scope of which has been extended, on a transitional basis, during 2020 and until June 30, 2021, due to the emergency context following the Covid-19 pandemic, include: a) veto power or the power of imposing conditions or requirements over certain transactions, resolutions or deeds involving strategic assets or the companies owning them; b) power of attaching conditions or opposing the acquisition by a non-EU party, of an equity interest in companies that hold strategic assets such as to give rise to the assumption of control of the company. 33

Companies that hold strategic assets or those who intend to acquire equity investments in such companies are required to notify the Prime Minister's Office with complete information on the resolution, act or operation or on the purchase of equity investments.

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

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

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

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

2.5 Shares and participating financial instruments referred to Law No. 266 of December 23, 2005

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

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

2.6 Material agreements that would become effective, be modified or extinguished in the event of a change of control of Eni34

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

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

³³ The transitional regime in force until June 30, 2021, introduced by Art. 4-bis, paragraphs 3-bis and following of the Decree-Law no. 105/2019, ratified with Law no. 133/2019, as amended by Decree-Law no. 137/2020, ratified by Law no. 176/2020, extends the notification obligation to purchases of controlling shareholdings by foreign parties, including those belonging to the European Union, as well as to purchases of shareholdings by non-EU parties, which allocate a share of voting rights or capital equal to at least 10% when the total value of the investment exceeds one million euros; there is also an obligation to notify acquisitions that lead to exceeding the thresholds of 15%, 20%, 25%, 50%.

³⁴ In accordance with Borsa Italiana's recommendations on the preparation of this Report, the By-laws of the Company do not contain an exception to the passivity rule set out in Art. 104, paragraphs 1 and 1-bis, of the Consolidated Law on Financial Intermediation, nor do they require the application of the neutralisation rule provided for under Art. 104-bis, paragraphs 2 and 3 of such Consolidated Law.

On January 22, 2016 the disposal by Eni SpA to Fondo Strategico Italiano SpA ("FSI", now CDP Equity SpA)35 of 12.503% of Saipem SpA share capital took effect, causing the shareholders' agreement signed on October 27, 2015 between Eni SpA and FSI concerning Saipem SpA shares to come into force36. Under the provisions of that agreement, the agreement itself will immediately cease to have effect if the parties should no longer be directly or indirectly subject to the common control of the Ministry of the Economy and Finance. For more information, please see the documentation made available to the public in accordance with applicable law on the websites of Consob and Saipem SpA.

2.7 Agreements between the Company and Directors which envisage indemnities in the event of resignation or dismissal without just cause, or if their employment contract should terminate as the result of a takeover bid

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

2.8 Powers to Directors to increase share capital, issue participatory debt financial instruments and authorisation to purchase treasury shares

The Board of Directors has not been given the power to increase the share capital pursuant to Art. 2443 of the Italian Civil Code nor to issue participatory debt financial instruments.

Eni Shareholders' Meeting of May 14, 2019 authorized the Board of Directors to approve a programme for the purchase of Company shares, in multiple instalments for a period of eighteen months from the date of the shareholders' resolution, in the maximum number of 67,000,000 ordinary shares, representing approximately 1.84% of the share capital of Eni SpA, for a total outlay of up to €1,200,000,000.

The Board of Directors of May 14, 2019 approved the measures to begin the 2019 share buy-back programme, in compliance with the conditions provided for by the authorization approved by the Shareholders' Meeting, in the maximum amount of €400 million in 2019.

On December 18, 2019, the conclusion of the Company's share buy-back programme for 2019 was announced to the market, in line with the announcement made to the market on May 30, 2019. As part of the programme, Eni purchased 28,590,482 treasury shares (equal to 0.79% of the share capital) for a total value of €399,999,994.58. Following the purchases made, considering the treasury shares already in the portfolio, Eni held 61,635,679 treasury shares equal to 1.70% of the share capital.

The Shareholders' Meeting of May 13, 2020 resolved the cancellation no. 28,590,482 treasury shares without par value, keeping the amount of the share capital unchanged and proceeding with the reduction of the related reserve by the amount of €399,999,994.58 (equal to the book value of the cancelled shares) and consequent modification of the article 5.1. of the By-laws.

As of March 18, 2021, following the cancellation of treasury shares approved by the Shareholders' Meeting of May 13, 2020, Eni holds no. 33,045,197 treasury shares equal to approximately 0.92% of the share capital.

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

³⁵ Following the partial demerger, pursuant to Articles 2506 et seq. of the Civil Code, of the investment held by CDP Equity SpA in Saipem SpA in favor of CDP Industria SpA, whose share capital is wholly owned by Cassa Depositi e Prestiti SpA, effective as of December 13, 2019, the syndicated shares of CDP Equity SpA have been transferred to CDP Industria SpA, with the consent of Eni SpA. In the context of this transaction, on December 16, 2019 CDP Equity SpA, Eni SpA and CDP Industria SpA entered into an agreement for the transfer of the shareholders agreement, pursuant to which CDP Industria takes over from CDP Equity SpA the rights and obligations deriving from the shareholders agreement as from the effective date of the demerger, without prejudice to the joint and several liability of CDP Equity SpA with CDP Industria SpA in relation to the fulfillment of the obligations deriving from the agreement.

³⁶ The shareholders' agreement had an initial duration of three years from the effective date, and was due to expire on January 22, 2019. Since it was not cancelled by the Parties, it was automatically renewed for a further period of three years, until January 22, 2022. Certain provisions of the shareholders' agreement relating to information flows between Saipem SpA and Eni SpA/CDP Equity SpA, although in force, have not been implemented yet, pending a clarification from Consob, requested by Saipem SpA.

3. CORPORATE GOVERNANCE INFORMATION37

3.1 COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES

With resolution of the Board of February 14, 2019 Eni adopted38 the 2018 Corporate Governance Code for listed companies39 (hereinafter the "2018 Corporate Governance Code") prepared by the Corporate Governance Committee.

The adoption of the Corporate Governance Code for listed companies is formally decided by the Board of Directors of Eni, with the support of the competent Committees where necessary. Following the adoption, the Company defines an "action plan" to adapt the Company's governance system, if necessary, and changes are made to corporate documents for the implementation of the new recommendations.

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

In addition, in order to provide the market with a simple, transparent and comparable assessment of the choices made by the Company, and maintain the continuity of disclosures, the text of the 2018 Corporate Governance Code, integrated with the solutions, including improvements, adopted by Eni in relation to individual recommendations, accompanied by the related reasons, is published before publication of the annual Corporate Governance Report on Eni's website eni.com (under the Governance section).40

On December 23, 2020, Eni's Board of Directors approved the adoption of the new 2020 Code of Corporate Governance (the "new Code"), the recommendations of which are applicable as from January 1, 2021. On January 21 and February 18, 2021, the Board also approved some adaptation actions and application procedures, including improvements to the new Code, and defined an "action plan" for adapting the Corporate Governance system of the Company, also identifying changes to be made in corporate documents for the implementation of the new recommendations.

Therefore, starting from January 1, 2021, roles, responsibilities and regulatory instruments of the Company must take into account the new recommendations provided for by the 2020 Corporate Governance Code, as well as the decisions taken by the Board of Directors regarding the application methods of the same recommendations.

The following sections details the decisions taken by the Eni Board of Directors in adopting the recommendations of the 2018 Corporate Governance Code in force until December 31, 2020, specifying from time to time, where necessary, the changes introduced by the recommendations of the new Code and the application procedures, including improvements, approved by the Board of Directors in implementation of the new Code, if different from those already adopted in pursuant to the 2018 Corporate Governance Code.

Role of the Board of Directors (Art. 1 of the 2018 Corporate Governance Code)

In line with the recommendations of the 2018 Corporate Governance Code the functions of the Board of Directors have been defined, thereby confirming its strategic role and central position within the Company's Corporate Governance system and its wide range of responsibilities, including in terms of Company and Group organisation and the internal control and risk management system.41

In addition, since 2006, the interests of stakeholders other than shareholders have been considered key variable that the Directors of Eni must assess in taking informed decisions and in creating value over the medium to long-term (Criterion 1.P.2 of the 2018 Corporate Governance Code). In addition, in September 2019, Eni adopted a mission that integrates the 17 Sustainable Development Goals of the United Nations, which embrace every area of social, economic and environmental development, viewed in an integrated and organic way, to which Eni intends to provide an active contribution. The choices of the Board of

³⁷ Corporate Governance information is provided in accordance with the provisions of Art. 123-bis, first paragraph, letters e) and l), and second paragraph, of the Consolidated Law on Financial Intermediation.

³⁸ The Board adopted the Corporate Governance Code for the first time (ed. 1999) with a resolution of January 20, 2000 and, subsequently, with resolutions of December 13, 2006, December 15, 2011, April 26, 2012, December 11, 2014 and February 25, 2016 ³⁹ The text of the Corporate Governance Code, including the amendments most recently made in July 2018, is available to the public on the website of Borsa Italiana and the Corporate Governance Committee at: https://www.borsaitaliana.it/comitato-corporategovernance/codice/codiceeng2018.en.pdf; the text of the 2020 Corporate Governance Code is available on the same website, at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020eng.en.pdf.

⁴⁰ The document, which replaced the Eni Code of December 13, 2006, was updated the subsequent adoptions to the Corporate Governance code of 2011, 2014, 2015 and 2018.

⁴¹ For more information, please see the section "Internal Control and Risk Management System" of this Report.

Directors implement, also improving it, Principle I of the new Code, which recommends that "the Board of Directors leads the company by pursuing its sustainable success."42

More specifically, the Board of Directors has given itself a central role in the definition of sustainability policies and in approving the associated reporting.43

In addition, within the four-year strategic planning process, the Board is supported by the Company risk management unit in defining the nature and level of risk in a manner consistent with the issuer's strategic objectives, taking account of any risk that may affect the sustainability of the issuer's business in a medium/long-term perspective44, (Criterion 1.C.1 letter b) 2018 Corporate

Governance Code). In implementing the recommendations of the new Code, the Board engaged in defining, with reference to the four-year plan, the nature and compatible level of risk, based on an estimate of the probability and impact of the risks, as prepared (and, if necessary, updated in course of the year) by the Integrated Risk Management function (Recommendation 1, letter c). Furthermore, with reference to Recommendation 1, letter a) of the new Code, relating to the role of the Board in the review and approval of the business plan of the company and the group it heads, the Board clarified that Eni's business plan is the four-year plan, with a ten-year perspective.

The most significant transactions of the Company and its subsidiaries were therefore defined and submitted to the Board for approval (Criterion 1.C.1 letter f) 2018 Corporate Governance Code), while conduct and procedural controls were adopted regarding those cases in which the Directors and Statutory Auditors have an interest of their own or on behalf of another, including in the case of transactions with related parties of Eni.

As required by the 2018 Corporate Governance Code, the Board has specified the subsidiaries45 that are of strategic importance (Versalis SpA and Eni International BV) and has expressly recognised the principle of safeguarding the managerial independence of listed subsidiaries, with the commitment on the part of Eni to comply with the provisions of the Code that refer to the shareholders of the issuer.

Moreover, the minimum frequency with which Directors with delegated powers must report to the Board has been reduced from three to two months since 2006 (Criterion 1.C.1 letter d) of the 2018 Corporate Governance Code).46

In addition, the Chairman is tasked with ensuring the adequacy, completeness and clarity of the reporting to the Board with the assistance of the Board Secretary.47 The Chairman is also responsible for ensuring that appropriate and detailed enquiries are performed during Board meetings where, in specific cases, it is not possible to provide the necessary information sufficiently in advance and for asking the Chief Executive Officer, including at the request of more or more Directors, to organise the participation of the Heads of the competent functions of the Company or other Group companies, depending on the subject matter, in Board meetings to provide more detailed information on the issues listed in the agenda.

The Board, improving the provisions of the new Code (see Q&A relating to Recommendation 12, letter a), has planned to integrate the Board Regulations to always provide an executive summary for all documents made available to the Board, not only therefore in the case of particularly complex and voluminous documentation.

Particular attention is always devoted to the Board's self-assessment process. Specifically, in line with the recommendations of the 2018 Corporate Governance Code (Criterion 1.C.1 letter g), the Board of Directors conducts an annual Board Review48 of the Board and its Committees and, exceeding the provisions of the Code, always involves an external advisor in this exercise in order to ensure greater objectivity in the proceedings.

Subsidiaries of strategic importance

Board Review

⁴² The new Code defines "sustainable success" as the objective that guides the action of the board of directors and that consists of creating long-term value for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the company.

⁴³ For the tenth year, in 2021, Eni will present an integrated report to the market (2020 Annual Report) to allow Eni stakeholders, investors and others to completely understand the interconnections existing between the financial results and those in the environmental and social fields, outlining the dimensions of Eni's integrated business model. Non-financial performances are also detailed in the "Consolidated Disclosure of Non-Financial Information", as provided for under Legislative Decree No. 254/2016 included in the Management Report in the 2020 Annual Report.

⁴⁴ For a more extensive discussion, see the information on integrated risk management and the associated reporting in the section "Internal control and risk management system" of this report.

⁴⁵ With reference to Saipem SpA, which since January 22, 2016 is no longer under the sole control of Eni in accordance with Art. 93 of the Consolidated Law on Financial Intermediation, the Board of Directors confirmed its competence to resolve on the exercise of voting rights and, after hearing the Nomination Committee, on the appointment of the members the corporate bodies of Saipem SpA.

⁴⁶ This frequency is reported in the resolution delegating the powers of the Board of Directors. For more information, please refer to the section "Powers and Responsibilities" of the Board of Directors of this Report.

⁴⁷ For more information, please refer to the "Board Secretary" and "Meetings and running of meetings" of the Board of Directors sections of this Report.

²² ⁴⁸ For more information, please refer to the "Board Review and advice for shareholders on the composition of the Board" section of this Report.

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

Following the Board Review, the Board, if necessary, agrees an action plan to improve the operation of the Board and its Committees.

Moreover, in line with international best practices, the Eni Board, in determining the procedures for performing the Board Review, also assesses the possibility of conducting a peer review of the Directors, consisting in the evaluation by each Director of the individual contributions of the other Directors to the Board's work. The peer review, which has been completed five times in the past nine years and was launched most recently in conjunction with the 2020 board review, is a best practice among Italian listed companies; Eni was among the first Italian companies to adopt it in 2012.

Prior to the appointment of the new Board, as already happened in 2014 and 2017, following the Board Review completed in February 2020 the outgoing Board, having obtained the opinion of the Nomination Committee, provided advice to the shareholders on the size and composition of the future Board, also in terms of diversity, and on the management and professional skills its members should have also considering the diversity criteria provided for in the 2018 Corporate Governance Code (Criterion 1.C.1 letter h).49

To regulate the aforementioned activities in detail, Eni has adopted an internal procedure50, approved by the Chairman in agreement with the Chief Executive Officer, as part of the functions of the Secretary of the Board of Directors, with particular reference to assignment activities, the functions and bodies involved, as well as the definition of the tools to support the process.

Moreover, in October 2018, acting on a proposal of the CEO and after consultation with the Control and Risk Committee, the Board of Directors of Eni approved the internal rules concerning Market Information Abuse (Issuers) which, updating the previous internal rules for aspects related to "issuers", complies with the modifications introduced by Regulation No. 596/2014/EU of April 16, 2014 and by related implementing regulations, as well as with national regulations, taking into account the Italian and foreign institutional guidelines on the subject.51

With regard to the policy on the maximum number of management and control positions in other companies compatible with the effective performance of the role of Director, the Board adopted different criteria depending on the specific role (executive or non-executive) and the nature and size of the company in which those positions are held.52

As regards the changes made in July 2015 to the comments to Criterion 1 of the 2018 Corporate Governance Code concerning the role of the Board of Directors in assessing the actual operation of the system of internal controls and management of risks that could potentially jeopardise the medium/longterm sustainability of the issuer's activity, the Eni Board clarified that: (i) the Board of Directors exercises the role and duties assigned to it under Criterion 7 of the 2018 Corporate Governance Code with regard to the internal control and risk management system, in addition to those provided for by law and the Eni By-laws.

More specifically, pursuant to Criteria 7.P.3 and 7.C.1 of the 2018 Corporate Governance Code, the Board is charged with providing strategic guidance and evaluating the adequacy of the system and assessing its effectiveness; and (ii) the Board does not conduct ex post assessment of the actual results of the control system, which would not be consistent with its duties and the provisions of Criteria 7.P.3 and 7.C.1 of the Code and would partially overlap with the roles of other control bodies (such as the Board of Statutory Auditors and the Internal Audit function). The indications contained in these comments on the role of the Board in assessing the actual operation of the internal control and risk management system are also considered by Eni in the possible future development of the system in the light of best practices.

Composition of the Board of Directors (art. 2 of the 2018 Corporate Governance Code)

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

As regards the positions within the Board, in line with the By-laws, the recommendations of the Corporate Governance Code and applicable best practice, the Eni model establishes a clear separation between the functions of Chairman and those of Chief Executive Officer, conferring operational powers only to

⁴⁹ For more information, please refer to the "Board Review and advice for shareholders on the composition of the Board" section of this Report.

⁵⁰ The letter of the Chairman of the Corporate Governance Committee in 2017 listed the main areas needing improvement, underling the importance of introducing structured procedures for the Board Review activities. In this regard, it should be noted that Principle XIV of the new Code provides that "the board of directors periodically evaluates, through formalised procedures, its effectiveness and the contribution made by individual directors. The implementation of the board evaluation procedures is supervised by the board itself". ⁵¹ For more information, please refer to the "Management System Guideline Market Information Abuse (Issuers)" section of this Report. ⁵² For more information, please refer to "Policy of the Board of Directors on the maximum number of offices held by its members in other companies" section of this Report.

the latter; the Board of Directors has given the Chairman, who qualifies as independent, a central role in internal controls, not assigning her any operational responsibilities and ensuring that in the performance of her duties she has the support of the Secretary of the Board of Directors, 53 appointed by the Board itself.

The Board of Directors has attributed to the Chairman, pursuant to Art. 24.1 of the By-laws, the powers for the identification and promotion of integrated projects and international agreements of strategic importance, shared with the CEO. This is a delegated power without executive or decision-making content, as it concerns only an "identification" and "promotion" activity, which can only lead to proposals to those with decision-making powers (the Chief Executive Officer or the Board of Directors).

In order to ensure the effective and informed performance by each Director of his or her role, in line with the recommendations of the 2018 Corporate Governance Code (Criterion 2.C.2), since 2008 Eni has conducted a training programme for its Board of Directors (the "Board induction")54, in which the Statutory Auditors and the magistrate of the Court of Auditors are also invited to participate, overseen by the Chairman of the Board of Directors with the support of the Board Secretary, with the active participation of top management. In addition, in accordance with international best practice, during their term the Directors undergo additional training ("ongoing training") and at least once a year, where possible, the Board holds a meeting at an operating facility in Italy or abroad.

Considering the separation of the offices of Chairman and Chief Executive Officer provided for in the Eni By-laws, so that the position of Chairman is not held by someone who controls the issuer and the Chairman is a non-executive Director, in the past independent Directors have not considered it necessary for the Board to designate a Lead Independent Director (Criterion 2.C.4 of the 2018 Corporate Governance Code). However, following the adoption of the new Code, independent directors have requested the appointment of a "lead independent director", who will report to the Board of Directors.

In terms of diversity, including gender diversity, the Board of Directors identified the advice to the shareholders by the outgoing Board as one of the tools to implement related recommendations of the 2018 Corporate Governance Code.55

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

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

Independent Directors (Art. 3 of the 2018 Corporate Governance Code)

Since 2006 the Eni Board of Directors has specified the recommendations in Article 3 of the 2018 Corporate Governance Code on the criteria governing the independence of Directors, setting a threshold of 30% of fixed remuneration as the amount of "additional remuneration" that could compromise the independence of Directors, 56 and defining "close relatives" more specifically to include the spouse, relatives and relatives-in-law within the second degree of kinship (Criterion 3.C.1 letters d) and h) of the 2018 Corporate Governance Code). It also identified the "subsidiaries of strategic importance" of which a Director may have been a significant Officer (Criterion 3.C.1 letter b).

When carrying out the assessment of the requirements on May 14, 2020, immediately after the appointment, the Board confirmed the criterion, already expressed by the previous board, giving relevance to transactions with related parties as a criterion for assessing the significance of relations that may compromise the independence of a director, excluding transactions for a small amount, as well as ordinary transactions concluded at market or standard conditions (Article 3.C.1 letter c) of the 2018 Corporate Governance Code).57

Furthermore, going above and beyond the 2018 Corporate Governance Code recommendation that at least one-third of the boards of directors of issuers belonging to the FTSE-Mib (of which Eni is one) be made up of independent directors (Criterion 3.C.3 of the 2018 Corporate Governance Code), following Eni specifications

⁵³ For more information, please refer to the "Board Secretary" section in this Report.

⁵⁴ For more information, please refer to the section "Board Induction" of this Report.

⁵⁵ For more information, please refer to the "Board review and advice for shareholders on the composition of the Board" section in this Report.

⁵⁶ The Board also clarified that the remuneration received by the Directors for their participation on the Sustainability and Scenarios Committee is not considered additional remuneration for the purposes of the independence requirements, as occurs for the other committees envisaged by the 2018 Corporate Governance Code (Criterion 3.C.1 letter d).

⁵⁷ For more information, please refer to the section "Independence requirements" in this Report.

the assessment, Eni's Board appears to be composed of 5 independent Directors (in accordance with 2018 Corporate Governance Code) out of a total of 9 (therefore comprising a majority of the Directors).

Following the adoption to the new Code, the Board of Directors, before proceeding with the annual assessment, defined the criteria for assessing independence, pursuant to Recommendations 6 and 7 of the new Code, confirming the criteria already identified in application of the 2018 Corporate Governance Code relating to the identification of additional remuneration that could compromise independence in 30% of the fixed remuneration, as well as the identification of subsidiaries of strategic importance (Versalis S.p.A. and Eni International BV) and deciding to adopt the criteria established by the new Code for the definition of close relatives, as listed in the relevant Q&A. In relation to the criterion for assessing the significance of relationships set out in Recommendation 7 letter c) of the new Code, the Board confirmed the criterion that refers to related party transactions, excluding transactions for a small amount and ordinary transactions concluded at market or standard conditions.

At its meeting of April 1, 2021, the Board of Directors, after preliminary assessment by the Nomination Committee, assessed 6 Directors out of 9, including the Chairman, as independent under the new Code, as described in the paragraph below on "Independence Requirements" of Directors.

With the support of the Nomination Committee, the Board periodically verifies that the Directors continue to satisfy the independence requirements. The Nomination Committee assists in this task by conducting enquiries on the basis of the statements made by Directors and the information available to the Company.

In the past, despite the absence of specific meetings among themselves, independent Directors, in view of the frequency of Board meetings, had opportunities to get together informally on the occasion of those meetings to exchange views and ideas. When implementing the recommendations of the new Code, independent directors expressed their willingness to hold meetings among themselves.

Internal committees of the Board of Directors (Art. 4 of the 2018 Corporate Governance Code)58

The Eni Board has always had all of the committees provided for under the Corporate Governance Code, establishing that the number of members of such committees (Control and Risk Committee, Nomination Committee and Remuneration Committee) shall not represent a majority of the Board, so as to avoid altering the Board's decision making process (Criterion 4.C.1 letter a) of the 2018 Corporate Governance Code). This improvement was confirmed by the Board following the implementation of the recommendations of the new Code (see Recommendation 16 of the new Code).

Furthermore, the Eni Board of Directors has established the Sustainability and Scenarios Committee59 to offer recommendations and advice concerning sustainability issues, thereby anticipating the amendments made to the Corporate Governance Code in July 2015 (comments to Article 4 of the 2018 Corporate Governance Code).

With specific regard to the composition of the Committees, the Chairmen of all Committees are independent Directors in accordance with the provisions of law and Corporate Governance Code; the Chairmen of the Control and Risk Committee and the Sustainability and Scenarios Committee are also appointed from the minority slate.

In addition, the Board has strengthened the requirements beyond the recommendations of the 2018 Corporate Governance Code (Criterion 7.P.4) to establish that at least two members of the Control and Risk Committee possess adequate experience in accounting and financial or risk management matters, as specified in the Committee rules (improvement confirmed also in relation to Recommendation 35 of the new Code). On May 14, 2020 the Eni Board of Directors determined that, on appointment, 2 of the 4 members of the Committee, including the Chairman, had the experience indicated above.

The Remuneration Committee also has more members meeting the expertise and experience requirements than the minimum provided for in the Code: on May 14, 2020 the Eni Board of Directors determined that, on appointment, all the members had adequate expertise and experience in financial or remuneration policy matters.

With regard to reporting, since 2012, at each Board meeting the Chairmen of the Committees report to the Board itself on the most significant issues examined by them at their most recent meetings. The Eni Board also receives reports at least every six months on the Committees' activities (Criterion 4.C.1 letter d) of the 2018 Corporate Governance Code). The application procedure was confirmed when implementing the recommendations of the new Code (see recommendation 17).

Reporting

⁵⁸ For more information, please refer to the section "Board Committees" in this Report.

⁵⁹ The Sustainability and Scenarios Committee was established on May 9, 2014, in replacement of the Oil-Gas Energy Committee.

Appointment of Directors (Art. 5 of the 2018 Corporate Governance Code)

The Board of Directors established a Nomination Committee, endowing it with the recommendation and advisory functions in the areas provided for in the 2018 Corporate Governance Code and for other issues concerning, in particular, the appointment system and the assessment of requirements for Directors.60

As regard the recommendations concerning the succession plan for the CEO (Criterion 5.C.2 of the 2018 Corporate Governance Code), at its meeting of February 17, 2015 the Board of Directors, following assessment by the Nomination Committee and in view of the shareholding structure of the Company, decided not to prepare a succession plan for the CEO, but did adopt a contingency plan that sets out the actions to take if unexpected events should prevent the CEO from performing his duties.61 This method of application was also confirmed in compliance with Recommendation 24 of the new Code. The issue has been addressed also in the framework of the Board Review.

Remuneration of Directors (Art. 6 of the 2018 Corporate Governance Code)

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

Internal control and risk management system (Art. 7 of the 2018 Corporate Governance Code)62

Eni's internal control and risk management system (ICRMS) is integrated into the organisational, administrative and accounting arrangements of the Company and, more generally, the structure of corporate governance and complies with the recommendations of the 2018 Corporate Governance Code and, in general, with national and international benchmark models and best practices in the field.

The Company rules and regulations, which will be described in more detail in the section of this Report on the ICRMS, define its architecture, operating procedures and processes for coordinating those involved. The Board, in establishing these rules and regulations, has maintained a central role for itself in approving the ICRMS guidelines63 and the compliance and governance rules and regulations generally.

Accordingly, in these recent years the Eni Board of Directors has undertaken a number of important steps to strengthen the internal control system even further, confirming the assignment to the CEO of the duty of overseeing the internal control and risk management system and assigning the Chairman of the Board of Directors a major role in the control system.

The role of the CEO and the Chairman

To that end, in implementing the 2018 Corporate Governance Code, it has been provided that:

the Head of the Internal Audit function64 reports to the Board, and on its behalf, to the Chairman, without prejudice to his being functionally subject to the authority of the Control and Risk Committee and the CEO, as Director in charge of the internal control and risk management system. The Control and Risk Committee oversees the activities of the Internal Audit function with respect to the Board's duties in this area (solution adopted starting from 2012). It also reports to the Board of Statutory Auditors in its capacity as "Audit Committee" under US law (solution adopted starting from 2006) - (Criterion 7.C.5 letter b) of the 2018 Corporate Governance Code);
proposals concerning the appointment, the removal, the budget and the remuneration of the Head of the Internal Audit function are made by the Chairman of the Board of Directors in agreement with the Director in charge of the internal control and risk management system (CEO);
the nomination/revocation proposal is also subject to examination by the Nomination Committee (Criterion 7.C.1, final part, of the 2018 Corporate Governance Code);
in addition, the Chairman is involved in proposals to nominate or terminate the main bodies and officers of the Company, especially those involved in controls (231 Supervisory Body, Financial Reporting Officer, Head of Integrated Compliance and Head of Integrated Risk Management);
the Chairman of the Board of Directors is consulted during the process of the approval by the Board of Directors of the guidelines for the internal control and risk management system, with regard to the part on internal audit activities (Criterion 7.C.1 letter a) of the 2018 Corporate Governance Code);
the Internal Audit guidelines ("Internal Audit Charter") are approved by the Board of Directors, acting on a proposal of the Chairman of the Board of Directors, in agreement with the Director in charge of the Contingency plan

⁶⁰ For more information, please refer to the section "Nomination Committee" of this Report.

⁶¹ For more information, please refer to the section "Succession plan for Executive Director and key personnel" of this Report.

⁶² For detailed information on the methods for implementing the criteria and the principles of the 2018 Corporate Governance Code as well as the Principles and recommendations of the new Code, relating to the Internal Control and Risk Management System, refer to the relevant section of this Report.

⁶³ To date, the "ISRMS guidelines" approved by the Board acting on a proposal of the Control and Risk Committee of Eni SpA having heard the opinion of the Chairman for the internal audit issues, refer exclusively to the guidelines in the Management System Guideline "Internal Control and Risk Management System", which is addressed in a specific section.

⁶⁴ The internal audit function is performed by an internal office.

internal control and risk management system (CEO) and after consulting with the Control and Risk Committee (Criterion 7.C.1 letter a) of the 2018 Corporate Governance Code);

internal rules (Management System Guidelines) governing the internal audit process are approved by the Chairman of the Board of Directors, after consulting with the director in charge of the Internal Control and Risk Management System (CEO) and the Control and Risk Committee (Criterion 7.C.1 letter a) of the 2018 Corporate Governance Code);
the plan prepared by the Head of the Internal Audit function is approved by Board of Directors, after consulting with the Chairman of the Board of Directors (Criterion 7.C.1 letter c) of the 2018 Corporate Governance Code);
requests for audits may be submitted by the Chairman of the Board of Directors, who must simultaneously notify the Director in charge of the internal control and risk management system (CEO), the Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors (Criterion 7.C.4 letter d) of the 2018 Corporate Governance Code).

The section dedicated to the Internal Control and Risk Management System of this Report contains information regarding the application of the recommendations of the 2018 Corporate Governance Code in force until December 31, 2020, specifying the changes introduced from time to time, where necessary, to the recommendations of the new Code and the application procedures, including improvements, approved by the Board of Directors in implementation of the new Code, when different from those already adopted pursuant to the 2018 Corporate Governance Code.

With specific regard to managing corporate risks, 65 since May 9, 2014 the Board has decided that the CEO will report on the main business risks at least once every quarter, thereby further strengthening the model, developed in accordance with international principles and best practices.

Furthermore, during 2018 the definition of the reference model of the Integrated Compliance process was completed in line with the SCIGR Guidelines on integrated compliance, with the aim of favouring compliance with mandatory regulations (law and regulations) applicable to Eni, according to a risk based and integrated approach, and the development and dissemination of a corporate culture based on ethical values, correct conduct and compliance with regulations, also through specific training and awarenessraising efforts. The Integrated Compliance model also includes reporting flows to the top management, management and corporate control bodies structures.66

As regards the new comments to Article 7 of the 2018 Corporate Governance Code concerning whistleblowing systems, given that fact that Eni is also listed on the US stock market and in application of the provisions of the Sarbanes-Oxley Act, it has since 2006 drafted internal rules on anonymous whistleblowing reports67, which also govern reports received from third parties. These rules were approved by the Board of Statutory Auditors in its role as Audit Committee under US law (comments to Article 7 of the 2018 Corporate Governance Code).

Statutory auditors (Art. 8 of the 2018 Corporate Governance Code)

Since December 13, 2006, the Board of Statutory Auditors has expressly complied with the Code provisions that apply to it.

With specific regard to independence, from January 2016 the Board of Statutory Auditors expressed its view that the limit of 30% established by the Board for additional remuneration that could compromise the independence (see the governance solution in Criterion 3.C.1, letter d) of 2018 the Corporate Governance Code) does not include any remuneration received by the Statutory Auditors for positions held on the control bodies of subsidiaries of Eni, taking due account of the 1997 Consob recommendation on the "group statutory auditor". In any case, the appointment of statutory auditors in group companies takes place in compliance with the provisions and limits on the maximum number of offices provided for by the internal regulations governing the composition of the control bodies of subsidiaries. Furthermore, the aforementioned limit does not include the remuneration received by the Statutory Auditor for the role of member of the 231 Supervisory Body of Eni SpA. This application method is highlighted in the text of the 2018 Corporate Governance Code published on the Company's website. The assessment of the independence requirements carried out in February 2021 also took into account the provisions of the new Corporate Governance Code and has been carried out in accordance with the aforementioned application method.

As regards the recommendation concerning the remuneration of Statutory Auditors (Criterion 8.C.4 of the 2018 Corporate Governance Code), introduced in July 2015, the Eni Board clarified that it refers to the shareholder (clarification confirmed on the adoption of the new Code, referring to Recommendation 30). In any case, as part of the advice of the Board of Statutory Auditors to the shareholders in view of Quarterly reporting on risks

The Integrated Compliance model

⁶⁵ For more information, refer to the "Management System Guideline for Integrated Risk Management" section of this Report.

⁶⁶ For more information, refer to the "Management System Guideline Integrated Compliance" section of this Report.

⁶⁷ For more detailed information, please refer to the section "Procedure for whistleblowing reports received, including anonymously,

by Eni SpA and by its subsidiaries in Italy and abroad" of this Report.

the appointment in May 2020, the outgoing Board provided indications to the shareholders to assess the adequacy of the remuneration of the Statutory Auditors.

In addition, the Board of Statutory Auditors, acting as the Internal Control and Financial Auditing Committee pursuant to Legislative Decree No. 39/2010 (Consolidated Law on Statutory Audits), on the appointment and most recently on its February 15, 2021 meeting, evaluated its composition, verifying that it meets the requirements imposed by the provisions of Art. 19 of that law, providing that "the members of the internal control and financial auditing committee, as a body, are competent in the sector in which the company being audited operates".

Finally, like the self-assessment process of the Board of Directors, the members of the Board of Statutory Auditors conducted an assessment of the composition and operation of the Board of Statutory Auditors.68

With reference to the role of the Board of Statutory Auditors within the Internal Control and Risk Management System, please refer to the relevant section in this Report.

Relations with shareholders (Art. 9 of the 2018 Corporate Governance Code)

Information on activities aimed at facilitating the participation of shareholders at the General meetings, the exercise of shareholders' rights as well as on relations between the Company and shareholders is provided in the following sections dedicated to "Shareholders' meeting and rights" and "Relations with shareholders and the market".

Observations on the Letter of December 2020 of the Chairman of the Corporate Governance Committee

At its meeting of December 23, 2020 the Chairman of the Eni Board of Directors notified the Board of a letter sent by the Chairman of the Corporate Governance Committee to the Chairmen of the Boards, the Chairmen of the control bodies and the Chief Executive Officers of listed companies indicating the main areas for improvement and related recommendations identified by the Committee to promote better implementation of the 2018 Corporate Governance Code following the 2020 Report on the application of the Code, sent together with the letter.

The documents were also made available to the Statutory Auditors in the same meeting.

With regard to the areas of improvement indicated in the letter (concerning the following matters: (i) sustainability of the business, (ii) board meeting documentation, (iii) application of independence criteria, (iv) board review, (v) appointment and succession of Directors, (vi) remuneration policies), the abovementioned Board documentation underlined that Eni was broadly in line with the Committee's recommendations.

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

The advisor was asked to consider the recommendations in the letter in the board review.

The issues in the letter were also discussed by the Directors also during board discussions for the implementation of the recommendations of the new Code, as relevant for this purpose.

3.2 POLICY FOR DIVERSITY AND GENDER BALANCE ON CORPORATE BOARDS69

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

Eni SpA70

With regard to gender balance, in compliance with applicable law since 2012 the Eni By-laws have contained rules governing the composition of the slates and supplemental voting mechanisms to ensure the presence on the Board of Directors and the Board of Statutory Auditors of a minimum number of

for electing corporate bodies. No slate has ever been presented by the outgoing Board, even if this is allowed under the By-laws.

The areas of improvement indicated by the Corporate

Governance Committee and the position of Eni

Competence requirement

Gender diversity in the corporate bodies of Eni SpA

⁶⁸ For more information, please refer to the Board of Statutory Auditors section of this Report.

⁶⁹ Information provided also in accordance with Art. 123-bis, second paragraph, letter d-bis) of the Consolidated Law on Financial Intermediation. ⁷⁰ More generally, note that "diversity policy" in the selection of candidates and the composition of the Eni SpA corporate bodies is first and foremost in the hands of the shareholders of Eni SpA, who submit slates for the election within the framework of the Italian system

members of the less represented gender. These rules, which were referred to in the outgoing Board's advice to shareholders, took effect as from the election of the corporate bodies of Eni SpA in 2014, on which occasion the composition of the Board of Directors and of the Board of Statutory Auditors achieved gender balance, as required by law, 71 immediately giving the less represented gender one-third of the seats in the Board of Directors, compared with the one-fifth provided for by law.

Furthermore, as already mentioned, on February 27, 2020 the Board approved an amendment to the Bylaws to adapt them to Law no. 160/2019 providing that, for six consecutive terms, the administrative and control bodies must be composed of at least 2/5 of the least represented gender.

The Shareholders' Meeting of Eni SpA, in appointing the new Board in 2020, ensured a balanced gender representation electing four female Directors out of nine, equal to more than two-fifth of the Directors: Chairman Lucia Calvosa and Directors Ada Lucia De Cesaris and Nathalie Tocci, drawn from the majority slate, and Karina Litvack, from the minority slate. The Shareholders' Meeting also chose two female Standing Statutory Auditors out of five (Rosalba Casiraghi, Chairman, from the minority slate, and Giovanna Ceribelli, from the majority slate).

As regards the other diversity aspects in its composition, the Board considers the advice to shareholders from the outgoing Board one tool to implement the 2018 Corporate Governance Code recommendations on the subject. The advice was formulated in view of the Shareholders' Meetings called for the appointment of the Directors in 2014, 2017 and, most recently, in 2020. 72

In particular, the last advice to shareholders was approved by the Board of Directors, after consulting the Nomination Committee, on February 27, 2020. The advice takes stock of the diversity issues listed in Art. 123-bis, paragraph 2, letter d-bis) of the Consolidated Law on Financial Intermediation and in the 2018 Corporate Governance Code, as well as the outcomes of Board Review, which examined it, also adding further aspects of diversity with respect to those recommended by the Code and the Law (e.g. in terms of specific skills).

In particular, on the basis of the results of the review, the Board underlined that its composition must take into account, among other things, the need for diversity, including gender, and professional background, experience and skills, also considering the strategies of the company, its transformation and the path of energy transition.

The current membership of the Board appears to be in line with these recommendations.

Moreover, the aspects relating to diversity in the composition of the Board in office, with particular reference to gender, age, "tenure" in the role of non-executive directors, professional background, culture and relational style, were the subject of specific in-depth analysis of the board review process.

Report.

⁷¹ Law No. 120/2011 and Consob Resolution No. 18098 of 2012. In particular, the law requires that the least-represented gender obtains at least one fifth of the members of the boards of Directors and Statutory Auditors, in the first term, and at least one third of the members, in the following two terms. For more information, please refer to sections "Appointment" of the Board of Directors and "Composition and appointment" of the Board of Statutory Auditors of this Report.

⁷² For more information, please refer to the section "Board review and advice for shareholders on the composition of the Board" of this

The diversity issues regarding the composition of the Board of Statutory Auditors, other than the question of gender balance referred to earlier, also underwent analysis in the review conducted by the Board of Statutory Auditors, following which the outgoing Board issued its advice to Shareholders.73

Advice of the Board of Statutory Auditors

Eni's subsidiaries

Since 2011, the Board of Directors of Eni has recommended that the unlisted Italian subsidiaries move forward the effects of the law on gender balance, thereby achieving in 2012 the goal that at least one third of the members of the board appointed are women with regard to those appointments that Eni may make as a shareholder.

In 2013, these companies amended their By-laws to ensure that, for three consecutive terms, the compositions74 of the boards of directors and the boards of statutory auditors, including in the case of replacement of a member respect this policy. More specifically, they must ensure that the less represented gender receives at least one-fifth of the positions of each board in the first election and onethird of the positions in the next two elections.

The following chart illustrates the representation of women on the corporate bodies of Eni subsidiaries at December 31, 2020.

The Management System Guideline for "Corporate Governance for Eni companies" approved by75 the Board of Directors on May 30, 2013 and updated on October 26, 2017 provides that, subject to legal requirements, in choosing the members of the management and control bodies of its foreign subsidiaries, Eni must consider diversification, also in terms of gender, where possible.

3.3 SHAREHOLDERS' MEETING AND RIGHTS 76

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

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

⁷³ For more information, please refer to the section "Board of Statutory Auditors" of this Report.

⁷⁴ Specified in Art. 2 of Presidential Decree No. 251 of November 30, 2012.

⁷⁵ For more information, refer to the section "Management System Guideline Corporate Governance for Eni companies" of this Report. ⁷⁶ Information provided in accordance with Art. 123-bis, first paragraph, letters e) and l) with reference to the By-laws and second paragraph, letter c) of the Consolidated Law on Financial Intermediation.

3.3.1 Responsibilities of the Shareholders' Meeting

Pursuant to the law, the ordinary Shareholders' Meeting (i) approves the annual report (which, for Eni, ends as at December 31); (ii) appoints and removes Directors, 77 and determines their number within the limits set forth in the By-laws; (iii) appoints the Statutory Auditors and the Chairman of the Board of Statutory Auditors; (iv) assigns the engagement to perform the statutory audit, upon a proposal of the Board of Statutory Auditors; (v) determines the remuneration of the Directors and Statutory Auditors; (vi) deliberates on the responsibilities of the Directors and Statutory Auditors; (vii) deliberates on any other issues ascribed to it by law, as well as the authorisations required by the By-laws; 78 (viii) approves the Shareholders' Meeting rules.

The extraordinary Shareholders' Meeting is called to resolve upon amendments to the By-laws and on extraordinary operations such as, for example, capital increases, mergers and demergers, excluding those matters for which the Board of Directors is responsible in accordance with the By-laws, pursuant to Art. 2365, paragraph 2, of the Italian Civil Code, namely: (i) merger through acquisition and proportional demerger of companies in which the Company holds shares or shareholdings equivalent to 90% or more of the share capital; (ii) opening or closing of secondary offices and (iii) updating the By-laws to bring them in line with legislative changes.

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

3.3.2 Methods of calling and participating in the Shareholders' Meeting

Calling the Shareholders' Meeting

The Shareholders' Meeting is usually called by the Board of Directors79. In addition, in order to ensure greater clarity for shareholders, the By-laws clarify the minimum threshold – equivalent to one-twentieth of share capital – required for calling the Shareholders' Meeting at the request of the shareholders, while also outlining the restrictions and methods specified by law for exercising said option.80

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

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

Notice calling the Shareholders' Meeting

The Shareholders' Meeting is called by a notice published no later than thirty days prior to the date of the Shareholders' Meeting at first or single call, 81 on the Company's website and in the other manners set forth by Consob in a regulation, including publication of an extract in daily newspapers, and circulation through the centralised storage mechanism authorised by Consob called (viewable at ).

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

Ordinary Shareholders' Meeting

Extraordinary Shareholders' Meeting

Minimum threshold for calling the Shareholders' Meeting

Notice publication

⁷⁷ Pursuant to Art. 18 of the Eni By-laws: "If the Shareholders' Meeting has not appointed a Chairman, the Board shall elect one from among its members".

⁷⁸ More specifically, under Art. 16.1 of the By-laws, the ordinary Shareholders' Meeting authorises the transfer of business.

⁷⁹ Pursuant to Art. 28.4 of the Eni By-laws, the Board of Statutory Auditors may, having first notified the Chairman of the Board of Directors,

call the Shareholders' Meeting. The power to call the Shareholders' Meeting may be exercised if supported by at least two Statutory Auditors.

⁸⁰ Pursuant to Art. 2367 of the Italian Civil Code, shareholders may not request that a Shareholders' Meeting be called for matters which, under the law, the Shareholders' Meeting deliberates upon a proposal of the Directors or on the basis of a project or report of the Directors; apart from these cases, shareholders who request a Meeting be called must prepare a report on the proposals concerning the issues to be discussed; the Board of Directors should make it available to the public, together with any comment, at the time the notice calling the meeting is published, in accordance with the provisions of Art. 125-ter, third paragraph, of the Consolidated Law on Financial Intermediation. In the event of a delay by the Board of Directors, the Board of Statutory Auditors will make the shareholders' report, along with its own comments, available to the public.

⁸¹ This term is moved back to twenty-one days for Shareholders' Meetings specified in Art. 2446 (reduction of share capital due to financial losses), Art. 2447 (reduction of share capital to below the legal limit), and Art. 2487 (appointment and removal of the liquidators; criteria for the liquidation procedure) of the Italian Civil Code, and to fifteen days for the Meetings provided for by art. 104 of the Consolidated Law on Financial Intermediation (Defenses in the case of Public Tender Offers).

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

Report on the Shareholders' Meeting agenda

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

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

Record Date

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

This statement shall be submitted on the basis of the balances recorded at the end of the seventh trading day prior to the date of the Shareholders' Meeting. Credit or debit records in the intermediary's accounts after this date have no effect in terms of legitimizing the exercise of voting rights in the Shareholders' Meeting.

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

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

Tools for participating in and voting at the Shareholders' Meeting

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

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

assignment of Shareholders' Meeting proxies via electronic means; 82
electronic notification of the proxies, which the shareholder may do through the appropriate section of the Company's website, in the manner set forth in the notice calling the meeting;
attending Shareholders' Meeting by means of telecommunications systems or voting by mail-in or electronic ballot. The By-laws defer to the notice calling the meeting regarding the instructions on using these telecommunications systems.

Pursuant to Art. 106, fourth paragraph, second sentence, of the Decree-law no. 18/2020, on "Measures to strengthen the National Health Service and to provide economic support for families, workers and businesses related to the epidemiological emergency from COVID-19", ratified by Law no. 27/2020, the participation of Shareholders in the meeting of May 13, 2020 was carried out exclusively through a Designated Representative, pursuant to Article 135-undecies of the Consolidated Law on Financial Intermediation. In compliance with the provisions of the Decree-law no. 18/2020, the Designated Representative could be also granted ordinary proxies or sub-delegations pursuant to Article 135-novies of the Consolidated Law on Financial Intermediation (in derogation from Art. 135-undecies, paragraph 4, of the Consolidated Law on Financial Intermediation). The Decree-law no. 183/2020 converted into Law no. 21/2021 extended the effectiveness of the aforementioned measures to the shareholders' meetings to be held by July 31, 2021.

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

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

Designated Representative and other initiatives for shareholders

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

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

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

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

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

In order to stimulate the interest of shareholders and promote a greater degree of involvement in Company life, the Company usually provides a video and a Shareholder's Guide available on its website with clear and direct information on attendance procedures and on the rights that can be exercised at the Shareholders' Meeting.

Additions to the agenda and proposed resolutions

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

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

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

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

Owing to the extraordinary regime applied to the meetings because of the epidemiological emergency from COVID-19, the notice calling the Shareholders' Meeting of May 13, 2020 provided that, through a specific proxy to the Designated Representative, and exclusively in this way, each person entitled to vote could individually present resolution proposals on the items on the agenda to the Shareholders' Meeting. The notice also indicated the timing for informing the Company of the intention to present proposals at the Shareholders' Meeting and for the publication by the Company of these intentions on its website, to inform all Shareholders and allow them to give the Designated Representative instructions on how to vote. Shareholders retained the right to use the means of communication at their disposal to make other Shareholders aware of the proposals they intended to present at the Shareholders' Meeting.

Shareholders' Meeting Rules

The efficient and orderly running of the Shareholders' Meetings and the right of each shareholder to comment on individual items on the agenda are guaranteed by the Shareholders' Meeting Rules available on the Eni website.

Additions to the agenda and proposed resolutions

Questions prior to the Shareholders' Meeting

The Board of Directors strives to ensure timely and easy access to any Company information regarded as important for shareholders so that they may exercise their rights in an informed manner.83 Furthermore, those entitled to vote may submit questions on matters on the agenda even before the start of the Shareholders' Meeting.

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

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

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

Owing to the extraordinary regime applied to the meetings because of the epidemiological emergency from COVID-19, the notice calling the Shareholders' Meeting of May 13, 2020 provided that the deadline for asking questions on the items on the agenda before the Meeting should be set at the record date, with the Company publishing the reply in a specific section of the website with a longer deadline as set by law (3 days before the Meeting instead of 2), to allow the Shareholders to make a choice and give voting instructions to the Designated Representative. Shareholders retained the right to ask questions directly at the Shareholders' Meeting through the Designated Representative.

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

Questions prior to the Shareholders' Meeting

⁸³ For more information, please refer to the section on "Relations with shareholders and the market" of this Report.

3.4 BOARD OF DIRECTORS84

In charge until May 13, 2020

MEMBER	POSITION	M/m		CRC RC NC		SSC	YEAR OF FIRST APPOINTMENT	TERM
Emma Marcegaglia	Independent Chairman*	M					May 2014	Shareholders' Meeting 13 May 2020
Claudio Descalzi	Chief Executive Officer	M					May 2014	Shareholders' Meeting 13 May 2020
Andrea Gemma	Independent Director**	M					May 2014	Shareholders' Meeting 13 May 2020
Pietro Angelo Guindanı	Independent Director**	m				(C)	May 2014	Shareholders' Meeting 13 May 2020
Karina A. Litvack	Independent Director**	m					May 2014	Shareholders' Meeting 13 May 2020
Alessandro Lorenzi	Independent Director**	m	(C)				May 2011	Shareholders' Meeting 13 May 2020
Diva Moriani	Independent Director**	M			C		May 2014	Shareholders' Meeting 13 May 2020
Fabrizio Paganı	Non-Executive Director	M					May 2014	Shareholders' Meeting 13 May 2020
Domenico LIVIO Trombone	Independent Director**	M					April 2017	Shareholders' Meeting 13 May 2020
	CRC - Control and Risk Committee			SSC - Sustainability and Scenarios Committee			C)	Chairman
	NC - Nomination Committee			RC - Remuneration Committee			M - majority	m - minority

⁸⁴ Information provided in accordance with Art. 123-bis, second paragraph, letter d) of the Consolidated Law on Financial Intermediation.

In charge since May 13, 2020

MEMBER	POSITION M/m CRC RC NC SSC						YEAR OF FIRST APPOINTMENT	TERM
Lucia Calvosa	Independent Chairman*	M					May 2020	Shareholders' Meeting called to approve 2022 financial statements
Claudio Descalzi	Chief Executive Officer	M					May 2014	Shareholders' Meeting called to approve 2022 financial statements
Ada Lucia De Cesaris	Independent Director**	M			I Cli		May 2020	Shareholders' Meeting called to approve 2022 financial statements
Filippo Giansante	Non-Executive Director	M					May 2020	Shareholders' Meeting called to approve 2022 financial statements
Pietro Angelo Guindanî	Independent Director**	m	(C)				May 2014	Shareholders' Meeting called to approve 2022 financial statements
Karina A. Litvack	Independent Director™	m				C	May 2014	Shareholders' Meeting called to approve 2022 financial statements
Emanuele Piccinno	Independent Director***	M					May 2020	Shareholders' Meeting called to approve 2022 financial statements
Nathalie Tocci	Independent Director**	M		(C)			May 2020	Shareholders' Meeting called to approve 2022 financial statements
Raphael Louis L. Vermeir	Independent Director**	m					May 2020	Shareholders' Meeting called to approve 2022 financial statements
Roberto Ulissi*							Board Secretary and Corporate Governance Counsel (Company Secretary)

3.4.1 Composition

Pursuant to Art. 17 of the By-laws, the Board of Directors is composed of no fewer than three and no more than nine members, elected by the ordinary Shareholders' Meeting, which determines their number within these limits.

The By-laws state that non-controlling shareholders can appoint three-tenths of the total number of Directors on the Board.85

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

⁸⁵ Art. 4, paragraph 1-bis, of Law No. 474/1994 (as amended by Legislative Decree No. 27/2010), providing that privatized listed companies apply the general framework set down in the Consolidated Law on Financial Intermediation, confirms that at least one-fifth of the voting directorships must be allocated to slates submitted by non-controlling shareholders.

The Shareholders' Meeting of May 13, 2020:

confirmed the number of Directors at nine;
confirmed the duration of the Board's term at three financial years and in any case until the date of the Shareholders' Meeting that will be called to approve the financial statements for the 2022 financial year; - appointed the Board of Directors and Chairman of the Board, in the persons of Lucia Calvosa (Chairman), Claudio Descalzi, Ada Lucia De Cesaris, Filippo Giansante, Pietro A. Guindani, Karina A. Litvack, Emanuele Piccinno, Nathalie Tocci and Raphael Louis L. Vermeir, specifically:

1) Lucia Calvosa, Claudio Descalzi, Ada Lucia De Cesaris, Filippo Giansante, Emanuele Piccinno e Nathalie Tocci were nominated from the slate of candidates submitted by the Ministry of the Economy and Finance, which at the time owned 4.34% of the share capital. Present at the vote was 57.04% of the share capital. The slate was elected by the majority of the shareholders that participated in the Shareholders' Meeting (about 84.15% of the voting capital), equal to 48% of the share capital;

2) Pietro A. Guindani, Karina A. Litvack and Raphael Louis L. Vermeir were nominated from the slate of candidates submitted by a group of shareholders made up of asset managers and other investors, holding a total of 1.34% of the share capital. Present at the vote was 57.04% of the share capital. The slate was elected by the non-controlling shareholders that participated in the Shareholders' Meeting (about 14.41% of voting capital), equal to 8.22% of share capital.

The Shareholders' Meeting also appointed Lucia Calvosa as Chairman of the Board of Directors. She was the candidate listed first in the majority slate, submitted by the Ministry of the Economy and Finance. Around 56.64% of the share capital took part in the voting, with 55.84% of the entire share capital voting in favour of her appointment (equal to around 98.6% of the shares present at the Meeting).

On May 14, 2020, the Board appointed Claudio Descalzi as Chief Executive Officer and General Manager of the Company.

On May 14, 2020, Roberto Ulissi, Head of Corporate Affairs and Governance function of the Company, was confirmed by the Board as the Secretary of the Board of Directors upon a proposal of the Chairman. In addition, the Board of Directors appointed the Secretary to be Corporate Governance Counsel, reporting hierarchically and functionally to the Board and, on its behalf, to the Chairman.

On December 23, 2020 the Board of Directors appointed Luca Franceschini, Head of the Integrated Compliance function of the Company, as the new Secretary of the Board and Board Counsel, with effect from January 1, 2021, replacing Roberto Ulissi, who resigned from position, maintaining the position of Head of the Corporate Affairs and Governance function.

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

LUCIA CALVOSA Date of birth: 1961

Position: Chairman Participation on Committees: - In office since: May 2020 Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: 2 Slate elected on: majority (Ministry of the Economy and Finance)

She was born in Rome and has been Chairman of Eni's Board since May 2020. She has an honours degree in Law from the University of Pisa and is Professor of Commercial Law at the same university. She has been registered with the Pisa Bar since 1987 and works as a lawyer dealing with specialised aspects of corporate or bankruptcy law. She is currently an independent director in the board of CDP Venture Capital Sgr SpA and Banca Carige SpA and Chairman of the board of directors of Agi SpA – Eni Group. She is also a member of the General Council of the Giorgio Cini Foundation and of the Board of Directors of Fondazione Eni Enrico Mattei (FEEM).

She is a member of the Italian Corporate Governance Committee.

Experience

She was Chairman of Cassa di Risparmio of San Miniato SpA and in that capacity she was also member of the Banking Companies committee and Director of the Italian Banking Association (ABI).

She served as independent director and Chairman of the Control and Risk Committee of Telecom Italia SpA.

She also served as independent director of SEIF SpA and Banca Monte dei Paschi di Siena SpA.

She was a member of the Commission for the National Scientific Qualification for first and second-level university professors in sector 12 / b1 - Commercial Law.

She was a member of the Bankruptcy Procedures and Corporate Crisis Commission of the National Bar Council.

She carried out studies and research for several years at the Institut fur ausländisches und internationales Privat- und Wirtschaftsrecht of the University of Heidelberg and has participated with reports and speeches in numerous conferences.

In addition to many publications in leading legal journals and collective works, she has published three monographs on corporate and bankruptcy matters and has contributed to leading accredited manuals and commentaries on accounting issues.

She has received numerous awards. In 2005, she was awarded the Order of the Cherubino, by the University of Pisa, for her contribution to increasing the University's standing for its scientific and cultural achievements and for her contribution to the life and operation of the University.

In 2010 she was awarded a UNESCO medal for having contributed to developing and disseminating the Italian artistic culture in the spirit of UNESCO.

In 2012 she was awarded the honour of Cavaliere dell'Ordine "al merito della Repubblica Italiana".

In 2015 she received the "Ambrogio Lorenzetti" award for good corporate governance, for having been able, as a Director, to introduce scientific rigour and the value of independence in highly complex and competitive business environments.

CLAUDIO DESCALZI

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

Born in Milan, he has been Eni's CEO since May 2014. He is a member of the General Council and of the Advisory Board of Confindustria and Director of Fondazione Teatro alla Scala. He is a member of the National Petroleum Council.

Experience

He joined Eni in 1981 as Oil & Gas field petroleum engineer and then became project manager for the development of North Sea, Libya, Nigeria and Congo. In 1990 he was appointed Head of Reservoir and operating activities for Italy. In 1994, he was appointed Managing Director of Eni's subsidiary in Congo and in 1998 he became Vice President & Managing Director of Naoc, a subsidiary of Eni in Nigeria. From 2000 to 2001 he held the position of Executive Vice President for Africa, Middle East and China. From 2002 to 2005 he was Executive Vice President for Italy, Africa, Middle East, covering also the role of member of the board of several Eni subsidiaries in the area.

In 2005, he was appointed Deputy Chief Operating Officer of the Exploration & Production Division in Eni. From 2006 to 2014 he was President of Assomineraria and from 2008 to 2014 he was Chief Operating Officer in the Exploration & Production Division of Eni. From 2010 to 2014 he held the position of Chairman of Eni UK. In 2012, Claudio Descalzi was the first European in the field of Oil&Gas to receive the prestigious "Charles F. Rand Memorial Gold Medal 2012" award from the Society of Petroleum Engineers and the American Institute of Mining Engineers. He is a Visiting Fellow at The University of Oxford. In December 2015 he was made a member of the "Global Board of Advisors of the Council on Foreign Relations". In December 2016 he was awarded an Honorary Degree in Environmental and Territorial Engineering by the Faculty of Engineering of the University of Rome, Tor Vergata. He graduated in physics in 1979 from the University of Milan.

ADA LUCIA DE CESARIS

Date of birth: 1959 Position: Director Participation on Committees: Nomination Committee (Chairman); Control and Risk Committee (Member) In office since: May 2020 Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: - Slate elected on: majority (Ministry of the Economy and Finance)

She was born in Milan in 1959 and has been a Director of Eni since May 2020. She is currently a partner at Studio Legale Amministrativisti Associati (Ammlex), where she advises clients on city planning and environmental issues for private and publicly owned assets; supports investors and developers in proceedings with public authorities; engages in consulting, training and support activities on matters relating to energy sustainability and the management of environmental critical issues. In 1986 she contributed to research on the problems of energy governance, within the "Finalised Energy Programme". Since 2000 she has been a member of the Scientific Committee of the Rivista Giuridica dell'Ambiente. Since February 2016 she has been a member of the Research Institute on Public Administration (IRPA). Since December 2019 she has been a member of the Board of Directors of CDP Immobiliare S.r.l. Since May 2020 she has been a member of the Advisory Committee of the Back2Bonis Fund.

Experience

From 1985 to 1988 she worked with Massimo Annesi, vice president of Associazione per lo Sviluppo del Mezzogiorno (Southern Development Association), on a comprehensive survey of all legislation concerning Southern Italy from 1970; she participated in the realization of the project Rivista Giuridica del Mezzogiorno, published by il Mulino, heading the editorial support staff. She also worked with the Rivista Giuridica dell'Ambiente (Legal Journal of the Environment).

From 1989 to 2003, on behalf of CIRIEC, she carried out a research on environment protection legislation in Japan.

From 2000 to 2011 as an independent consultant, she coordinated research activities of the legal department of the Environmental Insitute (Istituto per l'Ambiente). She participated in research activities for the Lombardy Foundation for the Environment, in particular regarding waste, air and accident risks. She produced studies and papers on environmental impact assessment both with regard to waste and activities at risk. She was a Professor of Environmental Law at the Faculty of Environmental Sciences at the University of Insubria.

From 2011 to 2015 she was deputy mayor of the Municipality of Milan and Councillor with responsibility for town planning, private construction and agriculture.

From 2015 to 2017 she was partner at the law firm Studio NCTM.

From 2016 to 2019 she was member of the Board of Directors of Arexpo SpA.

She has authored numerous publications on the environment, energy and waste management.

She graduated with honours in Law and received a scholarship and pursued an advanced course in "Economic development" with UNIONCAMERE.

FILIPPO GIANSANTE

Date of birth: 1967

Position: Director Participation on Committees: Sustainability and Scenarios Committee (Member)

In office since: May 2020

Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: 1 Slate elected on: majority (Ministry of the Economy and Finance)

He was born in Avezzano (AQ) in 1967 and has been a Director of Eni since May 2020. He is currently General Manager - Head of the Public Heritage Development Department of the Italian Treasury. He is a member of the Board of Directors of SACE SpA.

Experience

From 1994 to 1996 he was Treasury Department Officer in International Affairs. In 1997 he was assistant to the Executive Director of the European Bank for Reconstruction and Investment; he was Director - International Financial Relations, Department of the Treasury, where he dealt with issues relating to the debt of developing countries as well as bilateral financial relations (2002 - 2011). With the same role he coordinated the G7/G8/G20, and supervised institutional relations with the International Monetary Fund (2011-2017).

He was a Director of Simest SpA (2003-2005) and SACE SpA (2004-2007).

He was Alternate Governor for Italy for the World Bank, the Asian Development Bank, the African Development Bank, the European Bank for Reconstruction and Development and the Caribbean Development Bank, as well as being a Board Member for Italy at the European Investment Bank (2015- 2017).

He was a member of the Administrative Council for Italy at the Council of Europe Development Bank (2016-2017). Furthermore, he was Executive Director for Italy of the European Bank for Reconstruction and Development.

He graduated with honours in Political Science from the Sapienza University of Rome.

PIETRO GUINDANI

Date of birth: 1958 Position: Director Participation on Committees: Control and Risk Committee (Chairman); Nomination Committee (Member) In office since: May 2014 Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: - Slate elected on: minority (Italian and foreign institutional investors)

He was born in Milan in 1958 and has been Director of Eni since May 2014. Since July 2008 he has been Chairman of the Board of Directors of Vodafone Italia SpA, where between 1995-2008 he was Chief Financial Officer and subsequently Chief Executive Officer. He previously held positions in the Finance Departments of Montedison and Olivetti and started his career in Citibank after graduating in Business at the Università Luigi Bocconi in Milan. He is currently also a Board Member of the Italian Institute of Technology and Cefriel-Polytechnic of Milan. He is Board Member of Confindustria and Member of the Executive Board of Confindustria Digitale; he is President of Asstel-Assotelecomunicazioni and Vice President responsible for Universities, Innovation and Human Capital of Assolombarda.

Experience

He was also Director of Société Française du Radiotéléphone – SFR S.A. (2008-2011), Pirelli & C. SpA (2011-2014), Carraro SpA (2009-2012), Sorin SpA (2009-2012), Finecobank SpA (2014-2017) and Salini-Impregilo SpA (2012-2018).

KARINA A. LITVACK

Date of birth: 1962 Position: Director Participation on Committees: Sustainability and Scenarios Committee (Chairman); Remuneration Committee (Member) In office since: May 2014 Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: -

Slate elected on: minority (Italian and foreign institutional investors)

She was born in Montreal in 1962 and she has been a Director in Eni since May 2014. She is currently non-Executive Chairman of the Sustainability Board Committee of Viridor Waste Management Ltd, a member of the Board of Governors of the CFA Institute, a member of the Board of Business for Social Responsibility, a member of the Advisory Council for Transparency International UK and a member of the Senior Advisory Panel of Critical Resource. She is founder and executive member of the Board of Chapter Zero Limited.

Experience

From 1986 to 1988 she was a member of the Corporate Finance team of PaineWebber Incorporated. From 1991 to 1993 she was a Project Manager of the New York City Economic Development Corporation. In 1998 she joined F&C Asset Management plc where she held the position of Analyst Ethical Research, Director Ethical Research and Director Head of Governance and Sustainable Investments (2001-2012). She was also a member of the Board of the Extractive Industries Transparency Initiative (2003-2009) and of the Primary Markets Group of the London Stock Exchange Primary Markets Group (2006-2012).

From 2003 to 2014 she was a member of the CEO Sustainability Advisory Panel of Lafarge SA; from January 2008 to December 2010 she was a member of the CEO Sustainability Advisory Panel of Veolia SA; from January to December 2010 she was a member of the CEO Sustainability Advisory Panel of ExxonMobil and Ipieca; from January 2010 to November 2017 she was a member of the CEO Sustainability Advisory Panel in SAP AG. From January 2015 to May 2019 she was a member of the Board of Yachad.

She graduated in Political Economy at the University of Toronto and in Finance and International Business from Columbia University Graduate School of Business.

EMANUELE PICCINNO

Date of birth: 1973 Position: Director Participation on Committees: Nomination Committee (Member); Sustainability and Scenarios Committee (Member) In office since: May 2020 Number of positions held in other companies for the purposes of the Board

advice on the maximum number of offices: - Slate elected on: majority (Ministry of the Economy and Finance)

He was born in Rome in 1973 and has been a Director of Eni since May 2020. Expert in the sustainability of energy systems, he has carried out consulting and training activities in the energy and environmental field since 2003.

Experience

Member of the Italian Chapter of the International Solar Energy Society, a non-profit association for the promotion of the use of Renewable Energy Sources from 2004 to 2008, and of the Research Unit "Innovation, Energy and Sustainability" in the Interuniversity Research Centre for Sustainable Development, Sapienza University of Rome from 2004 to 2013. He was also technical director of E-cube Srl, an energy and environmental services company in Rome from 2009 to 2013.

From 2011 to 2013 he was Professor at the Università della Tuscia in Viterbo; from 2013 to 2017 he was a consultant- senior researcher at the University Consortium of Industrial and Managerial Economics (CUEIM) in Rome.

He also served as a legislative consultant for energy and transport to the Chamber of Deputies during the 17th Legislature. From July 2018 to September 2019 he was head of the support staff of the Undersecretary of State for Energy at the Ministry for Economic Development; from October 2019 to May 2020 he was Advisor for Energy Issues at the Ministry for Economic Development.

He graduated in Economics and Trade from the "Sapienza" University of Rome. He also obtained a PhD in "Sustainable development and international cooperation - energy and environmental technologies for development" from the same university, as well as having followed an advanced training course in "Environmental certification in the European Union".

NATHALIE TOCCI

Date of birth: 1977

Position: Director

Participation on Committees: Remuneration Committee (Chairman); Control and Risk Committee (Member); Sustainability and Scenarios Committee (Member)

In office since: May 2020

Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: -

Slate elected on: majority (Ministry of the Economy and Finance)

She was born in Rome in 1977 and has been a Director of Eni since May 2020. Since 2017 she has been Director of the Istituto Affari Internazionali. Since 2015 she has been Special Advisor to the European Union High Representative for Foreign and Security Policy and Vice President of the European Commission Federica Mogherini and currently Josep Borrell. Since 2015 she has been Honorary Professor of the University of Tübingen.

She is a member of the Board of the "Centre for European Reform", the "Jacques Delors Centre", the "Real Instituto Elcano" and the "Nuclear Threat Initiative"; a member of the scientific committee of the Fondation pour la Recherche Stratégique, the European Leadership Network; a member of the Advisory Board of Europe for Middle East Peace (EuMEP), and of European Council for Foreign Relations. She is a member of the advisory editorial board of the reviews Open Security/Open Democracy, International Politics, The Europe-Asia Journal, The Cyprus Review; a member of the Advisory Board of Mediterranean Politics and of The International Spectator.

Experience

From 1999 to 2003 she was Research Fellow within the Wider Europe Programme of the Centre for European Policy Studies in Brussels.

From 2003 to 2007 she was Jean Monnet Fellow and Marie Curie Fellow at the European University Institute.

In 2005 she was Analyst for Cyprus at the International Crisis Group.

From 2006 to 2010 she was Research Manager at the Istituto Affari Internazionali in Rome.

From 2007 to 2009 she was an Associate Fellow for EU foreign policy at the Centre for European Policy Studies in Brussels.

From 2009 to 2010 she was Senior Fellow for Turkey's relations with the United States, the European Union and the Middle East at the Transatlantic Academy in Washington.

From 2012 to 2014 she was member of the Board of Directors of the University of Trento.

In 2014 she was Advisor for international strategies of the Minister of Foreign Affairs, Federica Mogherini (June-November 2014).

From 2013 to 2020 she was member of the Board of Directors of Edison SpA.

In 2014 she was member of the NATO Transatlantic Bond Experts Group.

From 2015 to 2019 she was Special Advisor to the High Representative of the European Union for Foreign Affairs and Security Policy and Vice-President of the European Commission, Federica Mogherini, on whose behalf she drafted the EU's global strategy and worked on its implementation.

She has written a monthly editorial for "Politico" magazine, frequently contributes to editorials, comments and interviews with various media, including the BBC, CNN, Euronews, Sky, Rai, New York Times, Financial Times, Wall Street Journal, Washington Post and El Pais.

She has received several awards from the European Commission and university institutes, besides obtaining various scholarships, including the University College of London scholarship for academic excellence.

She graduated with honours from University College, Oxford in Politics, Philosophy and Economics.

RAPHAEL LOUIS L. VERMEIR

Date of birth: 1955 Position: Director Participation on Committees: Control and Risk Committee (member); Remuneration Committee (Member); Sustainability and Scenarios Committee (Member)

In office since: May 2020

Number of positions held in other companies for the purposes of the Board advice on the maximum number of offices: -

Slate elected on: minority (Italian and foreign institutional investors)

He was born in Merchtem (Belgium) in 1955 and has been a Director of Eni since May 2020. He is currently an independent advisor for the mining and oil industry. Since 2016 he has been Senior Advisor for AngloAmerican, Energy Intelligence and Strategia Worldwide. He serves as Trustee of St Andrews Prize for the Environment and the Classical Opera Company in London, as well as board member of Malteser International. He is Fellow of the Energy Institute and the Royal Institute of Naval Architects, and has been Chairman of IP week for the last five years.

Experience

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

In 1991 Vermeir moved to London to lead the business development activities for refining and marketing in Europe. In 1996 he became managing director of Turcas in Istanbul (Turkey). He returned to London in 1999 to lead strategic initiatives in Russia and to complete major acquisition deals in the North Sea. He also headed an integration team during the Conoco-Phillips merger.

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

Subsequently and until 2015, Vermeir was Vice President of Government Affairs International for ConocoPhillips. Raphael Vermeir was a member of the Board of Directors of Oil Spill Response Ltd and until 2011 was Chairman of the International Association of Oil and Gas Producers for four years in a row.

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

3.4.2 Appointment86

Voting slates

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

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

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

Right to submit slates

Pursuant to Art. 17 of the By-laws, which were appropriately amended to align its provisions with those of the above-mentioned decree, slates of candidates may be submitted by shareholders87 when – either alone or together with others – they represent at least 1% of Eni's share capital or any other threshold established by Consob regulations. Since 2011, and most recently with its decision dated January 29, 2021, Consob set the threshold for Eni at 0.5% of share capital.

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

Each shareholder may only submit (or contribute towards submitting) and vote for a single slate. Controlling persons, subsidiaries and companies under common control may not submit or participate Directors are elected on the basis of slates

⁸⁶ Information also provided pursuant to Art. 123-bis, first paragraph, letter l) of Consolidated Law on Financial Intermediation.

⁸⁷ Pursuant to Art. 17.3 of the By-laws, the Board of Directors may submit a slate of candidates.

in the submission of other slates, nor can they vote on them, either directly or through nominees or trustees.

Composition, submission and publication of slates

Slates must list candidates in numerical order and expressly indicate those who fulfil the independence requirements specified by the law and By-laws. They are filed with the Company's registered office at least twenty-five days prior to the date of the Shareholders' Meeting convened to appoint the members of the Board of Directors, and are made available to the public at the Company's registered office, on its website and in any other manner established by law88 and by Consob regulations at least twenty-one days prior to the Meeting date. Slates of candidates are also communicated to Borsa Italiana SpA.

All candidates must satisfy the integrity requirements established by applicable law. Together with the filing of each slate, on penalty of inadmissibility, the following shall also be filed: the curriculum vitae of each candidate, statements of each candidate accepting his nomination and affirming the absence of any grounds making him ineligible or incompatible for such position and that he satisfies the requirements of integrity and independence required by the law and the By-laws89.

Furthermore, in line with legislative provisions, the By-laws of Eni90 provide that at least two fifths of the Board shall consist of directors belonging to the less-represented gender, rounded up, unless the number of members of the Board is equal to three, in which case this number is rounded down. Slates that contain three or more candidates shall include candidates of both genders. The slates competing to appoint the majority of the members of the Board of Directors, made up of more than three candidates, must reserve two fifths to the positions on the slate to the less-represented gender, rounded up.

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

The shareholders who submitted the slates must also be identified, indicating the percentage of the share capital held.91

Once the voting formalities are satisfied, seven-tenths of the Directors to be elected are drawn from the slate that receives the most votes of the shareholders, rounded off in the event of a decimal number to the next lowest whole number, in the order that they appear on the slate. The remaining Directors are drawn from the other slates, which shall not be connected in any way, directly or indirectly, to the shareholders who have submitted or voted for the slate that receives the largest number of votes.92 For this purpose, the votes received by each slate shall be divided by one or two or three depending upon the number of Directors to be elected.

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

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

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

Requirements for candidates

Rules to ensure gender balance in the composition of the Board

Supplemental mechanisms

⁸⁸ In accordance with Art. 147-ter of the Consolidated Law on Financial Intermediation and Eni By-laws, slates may also be filed with the Company using distance communication methods, provided that they comply with any requirements stated by the Company in the notice calling the Meeting that are strictly required to confirm the identity of the submitters.

⁸⁹ It is also requested that the statements indicate whether the candidate satisfies the independence requirements pursuant to Corporate Governance Code.

⁹⁰ See Articles 17 and 34 of the Company By-laws. The By-laws, first amended in 2012 to incorporate the provisions on gender balance established by Law No. 120/2011 – according to which the least represented gender must obtain, in the first term, at least one fifth of appointed directors and at least one third in the two subsequent terms, starting from the first appointment of corporate bodies after 12 August 2012 – have been modified by resolution of the Board of Directors of February 27, 2020 to adjust to the new regulatory provisions on the matter, pursuant to Law No. 160/2019 which reserves at least two fifths of the Directors to the less represented gender. The provisions aimed at ensuring compliance with current legislation on gender balance shall apply to six consecutive terms of the Board of Directors from the first appointment after January 1, 2020.

⁹¹ In addition, in the case of slates filed using distance communication methods, the requirements for confirming the identity of the submitters as specified in the notice calling the Meeting must be satisfied.

⁹² The criteria for connection are set out in Art. 144-quinquies of the Consob Issuers' Regulation.

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

The slate voting procedure shall apply only to the election of the entire Board of Directors. Pursuant to Art. 2386 of the Civil Code, referred to in Art. 17.5 of the Eni By-laws, if during the year one or more positions on the Board are vacated, the other members shall replace them with a resolution approved by the Board of Statutory Auditors, as long as the majority of the remaining Directors have been appointed by the Shareholders' Meeting. The Nomination Committee proposes candidates to serve as Directors to the Board, ensuring compliance with the requirements concerning the minimum number of independent Directors and the percentage reserved to the less represented gender. The Directors so appointed shall remain in office until the subsequent Shareholders' Meeting, which shall either confirm the appointment or appoint other Directors.

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

3.4.3 Succession plan for Executive Director and key personnel

With reference to plans for the succession of Executive Directors, the Nomination Committee has been entrusted by the Board of Directors with developing a proposed succession plan for the CEO, to be submitted to the Board, where possible and appropriate in relation to the Company's shareholding structure.

At its meeting of February 17, 2015, after reviewing the Nomination Committee's evaluation, the Board of Directors decided not to prepare a succession plan for the CEO given the current shareholding structure of the Company. However, it decided upon a contingency plan, which sets out the steps to be taken in the event the CEO is unexpectedly unable to perform his duties.

The process and methodology for the succession plans for those holding key positions, including the plans for those positions that Eni's Board of Directors is responsible for appointing, have been used at Eni since 2012.

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

In 2020 the Nomination Committee addressed the issue of succession plans for key strategic positions and roles considering the following:

analysis of the process and methodology used, in-depth study of the various stages of the process and of the function of external consultants;
KPI analysis related to key positions in 2020;
application of the succession planning methodology for positions and roles, falling within the competence of the Committee, which have been subject to appointment during the year.

3.4.4 Independence requirements

The law and By-laws

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

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

2018 Corporate Governance Code recommendations

Art. 3 of the 2018 Corporate Governance Code also recommends that an adequate number of nonexecutive Directors be independent, meaning that they do not maintain, nor have they recently maintained, directly or indirectly, any business relationships with the issuer or persons linked to the issuer of such a significance as to influence their autonomous judgement. The number and competences of independent Directors must be adequate in relation to the size of the Board and the activity performed by the issuer and they must be such as to enable the formation of committees within the Board, in accordance with the guidelines set out in the Code.

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

The requirements established by law and By-laws

The requirements established by Corporate Governance Code As for issuers belonging to the FTSE-Mib index, such as Eni, the Code recommends that at least one third of the Board members should be independent Directors, rounded down in the event of a decimal number to the next lowest whole number. In any event, there shall be no fewer than two independent Directors.

Eni specifications

As to these requirements, Eni has further specified three points of the 2018 Code:

"strategically important subsidiaries" in which the Director may have been a leading officer are identified (Criterion 3.C.1.b);
the amount of "additional remuneration" that could compromise the independence of a nonexecutive Director has been established in the amount of 30% of "fixed remuneration" (Criterion 3.C.1.d); 93
"close relative" was defined to include spouse, relatives and relatives-in-law within the second degree of kinship (Criterion 3.C.1.h).

Furthermore, when assessing the requirements in May 2020, the Board in office confirmed the criterion that gives relevance to transactions with related parties as a criterion for assessing the significance of relationships that may compromise the independence of a director (excluding transactions of small amounts, as well as ordinary transactions carried out at market or standard conditions).

Board assessments

The Board of Directors assesses the independence of Directors, after periodical verification by the Nomination Committee, based on the criteria established by the Consolidated Law on Financial Intermediation and on the requirements set forth in the 2018 Corporate Governance Code.

Upon appointment, periodically thereafter, and where necessary owing to specific events that could affect their independence, the non-executive Directors must provide statements that they satisfy the independence requirements and the Board assesses the independence of these Directors, taking account of all the above criteria and prioritizing substance over form, as required by the 2018 Corporate Governance Code. The Board also evaluates the independence of Directors when circumstances arise that could affect their independence. The Nomination Committee is responsible for enquiries connected with the Board's verification that the Directors satisfy the independence requirements.

In particular on May 14, 2020, shortly after its appointment, the Board of Directors, on the basis of statements made by the Directors and other information available to the Company, determined that Chairman Calvosa and Directors De Cesaris, Guindani, Litvack, Piccinno, Tocci and Vermeir satisfy the independence requirements established by law, as referenced in Eni's By-laws. Furthermore, Directors De Cesaris, Guindani, Litvack, Tocci and Vermeir were deemed independent by the Board pursuant to the criteria and parameters recommended by the 2018 Corporate Governance Code. Chairman Calvosa, in compliance with the 2018 Corporate Governance Code, could not be deemed independent as she is a key officer of the Company.94

On the same meeting the Board deemed non-relevant the relationship between Eni and (i) Vodafone Italy, a company of which Director Guindani is a significant officer pursuant to the 2018 Corporate Governance Code; (ii) a law firm where a relative of Director De Cesaris is a partner, (iii) the Istituto Affari Internazionali, of which Director Tocci is Director, considering the type of relationship, the value of the same, the contractual terms, the relevance of the relationship for the interested party. The relationships were assessed on the basis of statements from the Directors and other information available to the Company.

Board assessments following the adoption of the new Corporate Governance Code

On December 23, 2020, the Board of Directors resolved to adopt the new Corporate Governance Code, applicable from January 2021, which, in Recommendation 7, lists some circumstances that compromise, or appear to compromise, the independence of a director. 95 The general principle expressed in the introduction of the new Code is also applicable to this recommendation, according to which companies should adopt the Code with prevalence of substance over form and apply its recommendations according to the "comply or explain" criterion.

At its meeting of 1 April 2021, the Board of Directors, after preliminary assessment by the Nomination Committee:

(a) before proceeding with the annual assessment, defined the criteria for assessing independence, pursuant to Recommendations 6 and 7 of the new Code, confirming the criteria already identified in application of the 2018 Corporate Governance Code relating to the identification of additional The assessment of the Board and the verification of the Nomination Committee

⁹³ The Board also clarified that the compensation paid to the Directors for serving on the Sustainability and Scenarios Committee is not treated as additional remuneration for independence purposes, as it is for the other Committees envisaged by the 2018 Code. ⁹⁴ Although the Chairman of the Board of Directors is a non-executive Director, the Code treats her as a significant representative of the Company (Application Criterion 3.C.2 of the Corporate Governance Code).

⁹⁵ The new Corporate Governance Code recommends that in "large companies", such as Eni, independent directors make up at least half of the board of directors (Recommendation 5). This recommendation applies as from the first renewal of the board after December 31, 2020.

remuneration that could compromise independence in 30% of the fixed remuneration, as well as the identification of subsidiaries of strategic importance (Versalis S.p.A. and Eni International BV) and deciding to adopt the criteria established by the new Code for the definition of close relatives, as listed in the relevant Q&A. In relation to the criterion for assessing the significance of relationships set out in Recommendation 7 letter c) of the new Code, the Board confirmed the criterion that refers to related party transactions, excluding transactions for a small amount and ordinary transactions concluded at market or standard conditions;

(b) confirmed the previous assessment that the Chairman and Directors De Cesaris, Guindani, Litvack, Piccinno, Tocci and Vermeir meet the independence requirements provided for by law;
(c) confirmed the Board's previous assessment that the Directors De Cesaris, Guindani, Litvack, Tocci and Vermeir meet the independence requirements recommended by the new Corporate Governance Code, deeming in particular, with reference to recommendation 7, letter c) of the new Code to be non-relevant, even though they exceed the threshold of small amount referred to in letter a) above, on the basis of a substantive assessment, the relationships between Eni and: (i) the law firm, of which a relative of Director De Cesaris is a partner, having regard to the pre-existence of the relationships with respect to the appointment of Director De Cesaris to the Board of Eni, to the low incidence of the same with respect to the annual turnover of the law firm and to the fact that, at the request of the Director, the Company's structure has been recommended not to enter into other professional relationships with the said law firm; (ii) Istituto Affari Internazionali (IAI), of which Director Tocci is the Director, having regard to the pre-existence of relationships between Eni and the Institute with respect to the appointment of the Director to the Board of Eni, to the low incidence of such relationships with respect to IAI's annual revenues, as well as the low incidence in the bodies of the Institute, competent for the appointment of the Director, of the vote of the members who are also employees of Eni, it being understood that the appointment of Director Tocci as Director of the Institute preceded her appointment as member of the Board of Directors of Eni. The Board also acknowledged, on the basis of a substantive assessment, the independence of judgement demonstrated by Directors De Cesaris and Tocci. The Board also deemed the relationships between Eni and Vodafone Italia, a company of which Director Guindani is nonexecutive Chairman, to be no longer relevant, since the new Code considers relationships with companies of which the member of the Board of Directors of Eni is an executive director and no longer, as under the 2018 Corporate Governance Code, companies in which he or she is a "significant representative", an expression that also included the office of Chairman regardless of whether or not he or she is an executive director;
(d) assessed independent the Chairman of the Board of Directors.

The Board of Statutory Auditors always verified the proper application of the criteria and procedures adopted by the Board in assessing the independence of its members.

The assessments of the Board are reported in the tables attached to this Report.

3.4.5 Integrity requirements, reasons for ineligibility and incompatibility

The Consolidated Law on Financial Intermediation specifies that individuals who perform management and administration functions in listed companies must fulfil the integrity requirements established for members of control bodies in the guidelines issued by the Minister of Justice pursuant to Art. 148 of the Consolidated Law on Financial Intermediation96.

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

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

Pursuant to Art. 17.3 of the By-laws, if a Director does not or no longer satisfies the independence and integrity requirements declared and established by law or if circumstances arise that render him ineligible or incompatible, the Board shall declare that the Director has forfeit the position and replace him, or shall invite him to rectify the circumstances rendering him incompatible by a deadline set by the Board itself, on penalty of forfeiture.

⁹⁶ Ministerial Order No. 162 of March 30, 2000.

The Nomination Committee is responsible for enquiries connected with the periodic verification that the Directors satisfy the integrity requirements and the absence of circumstances that would render them ineligible or incompatible.

Upon appointment and thereafter on a periodic basis, the Directors are required to issue statements that they satisfy the integrity requirements under applicable law, as well as the absence of grounds for ineligibility, incompatibility or forfeiture, and the Board verifies that the integrity requirements have been satisfied, in accordance with current regulations. The appointed Directors must notify the Company if they should no longer satisfy the independence and integrity requirements or if cause for ineligibility or incompatibility should arise.

At its meetings of May 14, 2020, shortly after its appointment and, after assessment by the Nomination Committee, during its meeting of April 1, 2021, the Board of Directors verified that the integrity requirements have been satisfied by all the Directors and that there are no circumstances rendering any of the Directors ineligible or incompatible or at risk of forfeiture, including with regard to any Eni holdings in financial, banking and/or insurance companies.

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

With its resolution of May 14, 2020 (confirming the guidelines established on April 13, 2017), the Board of Directors specified the general criteria for determining the maximum number of management and control offices that can be held by its members in other companies that are compatible with effective performance of their role as Director of Eni.

The Board resolved that:

an executive Director should not hold the office of: (i) executive Director in any other company listed on an Italian and foreign regulated stock market, 97 or in any financial, 98 banking or insurance company or in a company with shareholders' equity exceeding €10 billion and (ii) non-executive Director or Statutory Auditor (or member of another controlling body) in more than one of the aforesaid companies; (iii) nonexecutive Director in another issuer of which a Director of Eni is an executive Director; 99
a non-executive Director, in addition to the office held in Eni, should not hold the office of: (i) executive Director in more than one of the aforesaid companies and non-executive Director or Statutory Auditor (or member of another controlling body) in more than three of the such companies; (ii) non-executive Director or Statutory Auditor (or member of another control body) in more than five of such companies; (iii) executive Director of another issuer of which an executive Director of Eni is a non-executive Director.

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

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

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

On the basis of information provided, the Board of Directors following its appointment and periodically, after investigation by the Nomination Committee, verified that the Directors have complied with the aforementioned limits on multiple offices. Furthermore, following previous verification of the Nomination Committee, during its meeting of April 1, 2021, the Board of Directors verified that all Directors complied with the aforementioned limits on multiple offices, as resulting from the adoption of the new Code. Information on the number of offices relevant for the purposes of the limits on multiple offices held by Board members is available in the chart attached with this Report.

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

The executive Director

The non-executive Director

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

⁹⁷ In accordance with Recommendation no. 15 of the new Code, applicable starting from January 1, 2021, this no longer refers only to companies listed "on regulated markets", as indicated in the resolution of 14 May 2020 in line with the previous 2018 Code.

⁹⁸ For the purposes of assessing the number of offices held, financial companies are those companies defined under Art. 106 of Legislative Decree No. 385/1993 (Consolidated Law on Banking) and companies that provide investment or collective portfolio management activities or services pursuant to the Consolidated Law on Financial Intermediation.

3.4.7 Powers and responsibilities

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

On May 14, 2020, the Board of Directors confirmed Claudio Descalzi100 as Chief Executive Officer and General Manager, granting him the broadest powers for the ordinary and extraordinary administration of the Company, excluding those the Board reserved solely to itself and those that cannot be delegated by law.

At that same meeting, the Board also confirmed, in accordance with the 2018 Corporate Governance Code for listed companies, that the Head of Internal Audit will report to the Board, and on its behalf, to Chairman Lucia Calvosa, without prejudice to his being functionally subject to the authority of the Control and Risk Committee and the CEO, as Director in charge of the internal control and risk management system. In addition, the Board also decided that the Chairman shall perform her duties under the By-laws as legal representative managing institutional relationships in Italy, together with the CEO. The Chairman was also granted the powers, provided for by the By-laws, for the identification and promotion of integrated projects and international agreements of strategic importance, shared with the Chief Executive Officer.

In accordance with the resolution on reserved powers, the Board:

Defines the system and rules of corporate governance for the Company and the Group and approves the corporate governance and shareholding structure report, having received the opinion of the Control and Risk Committee with regard to the internal control and risk management system. It approves, having received the opinion of the Control and Risk Committee, the guidelines for the internal regulatory system, the policies and, usually, the compliance and governance Management System Guidelines. Having received the favourable opinion of the Control and Risk Committee, it adopts rules on the transparency and the substantive and procedural fairness of transactions with related parties and those in which a Director or a Statutory Auditor holds a personal interest or an interest on behalf of third parties, assessing on an annual basis whether any revision is needed. Upon a proposal of the CEO, it also adopts a procedure for the internal handling and the disclosure of Company documents and information, particularly inside information.
Establishes the Board's internal Committees, which provide recommendations and advice, and appoints their members and Chairmen, determines their duties and, upon a proposal of the Remuneration Committee and following consultation with the Board of Statutory Auditors, their compensation; acting upon a proposal of the same committees, it approves their rules of procedures and annual budgets. Moreover, it establishes the terms and conditions on which committees can use external consultants.
Upon their appointment and on annual basis, as well as at the occurrence of relevant circumstances, based on the information provided by the interested party or available to the Company and having received the opinion of the Nomination Committee, it assesses the independence and integrity of its members, as well as the existence of causes that lead to forfeiture or incompatibility. It carries out the assessments vested in it by law in relation to the requirements applicable to Statutory Auditors. Acting upon a proposal of the Nomination Committee, it expresses its policy on the maximum number of director or statutory auditor positions that can be held by its members in any other listed company, whether Italian or foreign, or in any financial, banking or insurance company or in a company of significant size that are compatible with the effective performance of their role as director, taking into account the positions held on the Board's internal committees as well checking their compliance, at least on an annual basis. Every year, it carries out an assessment on the functioning of the Board itself and of its committees, as well as on their size and composition, using an external consultant, appointed upon a proposal of the Nomination Committee.

Taking into account the outcomes of such assessment, having received the opinion of the Nomination Committee, it issues its advice for shareholders on the size and composition of the new Board before its appointment. .

3-bis. Where applicable, appoints an independent director as "lead independent director.

Delegates and revokes powers to/from the Chief Executive Officer and the Chairman, establishing the limits and methods for exercising these powers and, after examining the proposals of the Remuneration Committee and following consultation with the Board of Statutory Auditors, determining the remuneration connected with these duties. The Board may impart directives to the delegated bodies and itself undertake any operations falling within the delegated powers.

Reserved powers of the Board

¹⁰⁰ Claudio Descalzi was appointed Chief Executive Officer of the Company for the first time on May 9, 2014. From 2008 to May 2014 he was the Chief Operating Officer of the Exploration & Production Division of Eni SpA.

Taking into account the obligations established by current legislation on the matter: (i) establishes the basic guidelines for the organizational, administrative and accounting structure, including the internal control and risk management system, of the Company, its strategically important subsidiaries and the Group as a whole; (ii) it evaluates the adequacy of the organizational, administrative and accounting structure, of the Company, its strategically important subsidiaries and the Group as a whole, put in place by the Chief Executive Officer.
Upon a proposal of the Control and Risk Committee and following consultation with the Chairman as regards the internal audit activities, it establishes the guidelines for the internal control and risk management system to ensure that the main risks to the Company and its subsidiaries are correctly identified, measured, managed and monitored, furthermore determining the degree of compatibility of such risks with a management consistent with identified strategic objectives. Upon a proposal of the Chairman and in agreement with the Chief Executive Officer, after having heard the opinion of the Control and Risk Committee, it approves the guidelines for the internal audit activities. It defines the nature and level of risk compatible with the strategic objectives of the company, including in its assessments all the risks that may be relevant in terms of sustainability in the medium-long term. In particular, it defines the guidelines for the management and control of financial risks, after having heard the opinion of the Control and Risk Committee, and defines the financial risk limits for the Company and its subsidiaries. Having received the opinion of the Control and Risk Committee it (i) examines the main risks facing the Company, identified by the Chief Executive Officer, taking into account the nature of the business of the Company and its subsidiaries, as reported by the Chief Executive Officer to the Board at least once every three months and (ii) every six months, based on the reports prepared by Financial Reporting Officer and the Chief Financial Officer of Eni SpA,, as well as the reports by the Control and Risk Committee, the Risk Report and, on an annual basis, also on the basis of the Report on compliance with financial risk limits and the Integrated Compliance Report, it evaluates the adequacy of the internal control and risk management system with regard to the nature of the business and its risk profile, as well as its effectiveness. It also evaluates the adequacy of powers and means given to the Officer in charge of preparing financial reports and the actual compliance with the administrative and accounting procedures prepared by said Officer; (iii) assesses on an annual basis the adequacy of the organizational structure of the internal control and risk management system with respect to the characteristics of the company and its risk profile as well as its effectiveness, except for changes that could make a six-monthly revision necessary, bearing this in mind also for the purposes of the evaluation on the adequacy of the internal controls and risk management system under ii).
At least annually, it approves the Audit Plan prepared by the Head of the Internal Audit function, having received the opinion of the Control and Risk Committee and following consultation with the Chairman, the Chief Executive Officer and the Board of Statutory Auditors. Having received the opinion of the Control and Risk Committee and following consultation with the Board of Statutory Auditors, it evaluates the findings contained in the recommendation letter, if any, of the audit firm and in its additional report, together with any comments of the Board of Statutory Auditors, informing the Board of Directors on the results of the auditing.
At least annually, it approves the Audit Plan prepared by the Head of the Internal Audit function, having received the opinion of the Control and Risk Committee and following consultation with the Chairman, the Chief Executive Officer and the Board of Statutory Auditors. Having received the opinion of the Control and Risk Committee and following consultation with the Board of Statutory Auditors, it evaluates the findings contained in the recommendation letter, if any, of the audit firm and in its additional report, together with any comments of the Board of Statutory Auditors, informing the Board of Directors on the results of the auditing.

It examines and approves the plan for the Company's non-profit activities, after the assessment of the Sustainability and Scenarios Committee; it also approves operations not included in the non-profit plan whose cost exceeds €500,000, provided that reports on operations not included in the plan and not subject to Board approval are periodically submitted to the Board, in accordance with paragraph 10 below.

Examines and approves the Annual Financial Report, which includes the draft of Eni Financial Statements and the Consolidated Financial Statements, any semi-annual and quarterly101 financial reports and preliminary reports, the consolidated non-financial statement, as well as the annual Report on Payments to Governments, the UK Modern Slavery Act 2015 Statement and any additional periodic

¹⁰¹ Legislative Decree no. 25/2016, transposing the European Directive 2013/50/ EU, in force since March 18, 2016, eliminated the obligation to publish the interim management report. In compliance with the provisions of Art. 82-ter of the Consob Issuers Regulation, as most recently disclosed to the market with a press release of January 19, 2021 relating to the "Calendar of corporate events for the year 2021", Eni intends to continue to voluntarily communicate the consolidated quarterly results as approved by the Board of Directors and published with the timing set out in the financial calendar. The disclosure will take place in line with the corporate policy of regular disclosure on the financial and operational performance of the Company aimed at the market and investors, in line with the behaviour of the main peers who publish quarterly reports. The content will include at least: an interim measure of the performance of the group and business sectors, such as operating profit or equivalent measure (reported and adjusted); net profit (of the group); adjusted net profit (by group and by business sector); the net financial position (of the group) and the cash flow for the period; shareholders' equity (of the group); leverage (group).

statements or reports in accordance with applicable regulations. It examines and approves the consolidated annual Sustainability Report not already contained within the non-financial Statement included in the annual financial report.

Receives reports from Directors with delegated powers at the Board meetings, on at least a bimonthly basis, on actions taken in exercising their delegated powers, as well as on Group activities and on atypical or unusual transactions that have not been submitted to the Board for examination and approval, as well as on the execution of transactions with related parties and those in which the Directors and Statutory Auditors hold an interest in accordance with the relevant internal procedures. More specifically, it receives a semi-annual report explaining any changes in investment transactions previously approved by the Board, in accordance with points 14.b and 14.c, based on the criteria defined by the Board itself. It also receives periodic reports from the Chairman, on the implementation of Board resolutions.
At each Board meeting, it receives information from the Board's internal Committees on the most relevant issues examined during their meetings and, at least on a semi-annual basis, a report on their activities. 102
Assesses general trends in the operations of the Company and the group on the basis of information received from Directors with delegated powers, paying particular attention to conflicts of interest and comparing, normally on a quarterly basis, results – as reported in the annual financial statements and interim financial reports – with budget forecasts.
Examines and approves, having received the opinion of the Control and Risk Committee, transactions by the Company and its subsidiaries with related parties as provided for in the relative procedure approved by the Board, as well as transactions in which the Chief Executive Officer holds an interest pursuant to Art. 2391, first paragraph, of the Italian Civil Code, that fall under the responsibility of the Chief Executive Officer.
Evaluates and approves any transaction executed by the Company and its subsidiaries (excluding joint-ventures), that has a significant impact on the Company's strategy, performance or financial position. The Board ensures compliance with the principles of good corporate governance and management of the subsidiaries, protecting their operational autonomy with specific regard to listed companies and companies for which law or regulations require it. It also ensures the confidentiality of transactions between said subsidiaries and Eni or third parties for the protection of the subsidiaries' interests.Transactions with a significant impact include the following:a) acquisitions and disposals of equity investments, companies or business units, mineral and property rights, transfers of assets, mergers, demergers and liquidations of companies exceeding €100 million, without prejudice to art. 23.2 of the By-laws;

b) investments in fixed assets exceeding €300 million, or less if of particular strategic importance or if exposed to particular risk;

c) any exploration initiatives and portfolio operations in the E&P sector in new Countries;

d) sale and purchase contracts and contracts relating to the provision of works and services other than investments and gas supplies with a total price exceeding €1 billion – except for ordinary business operations – or of a duration exceeding twenty years; gas supply contracts, or modifications to such contracts, in the amount of at least 3 billion cubic metres per year and with a ten-year duration;

e) financing granted to entities other than subsidiaries: (i) for amounts exceeding €200 million, if the amount is proportionate to the interest held or, (ii) in any amount, if to unrelated companies or the amount is not proportionate to the interest held;

f) issuing by the Company of unsecured and secured guarantees to entities other than subsidiaries: (i) for amounts exceeding €200 million, if in the interest of the Company or of Eni subsidiaries or associated companies, as long as the guarantee is proportionate to the interest held, or (ii) for any amount, if the guarantees are issued in the interest of associated companies and the amount is not proportionate to the interest held.

The Board delegates joint power to the Chief Executive Officer and to the Chairman to issue guarantees referred to in point (i) if the amount is between €100 million and €200 million;

g) Eni SpA intermediation agreements.

Appoints and removes – acting upon a proposal of the Chief Executive Officer and in agreement with the Chairman and following consultation with the Nomination Committee – the Chief Operating Officers, defining the content and limits of their powers as well as the provisions for exercising them. In the case of appointment of the Chief Executive Officer as General Manager, the proposal is made by the Chairman. At the time of the appointment and periodically, the Board assesses compliance with the integrity requirements provided for by current legislation for General managers.

⁵⁰ ¹⁰² Since 2012, at each Board meeting the Chairmen of the Committees report to the Board on the most important issues addressed by the Committees in their most recent meetings.

15-bis. Upon a proposal of the Chairman, it appoints the Board Secretary , reporting to the Board and the Chairman, and determines the remuneration, the charter and the annual budget.

After assessing his compliance with professional and integrity requirements, it appoints and removes the Officer in charge of preparing financial reports – acting upon a proposal of the Chief Executive Officer and in agreement with the Chairman, following consultation with the Nomination Committee, and having received the favourable opinion of the Board of Statutory Auditors; also, after the exam and assessment of the Control and Risk Committee, it ensures that he has adequate powers and means to carry out his statutory duties and monitors compliance with the administrative and accounting procedures established by the abovementioned officer. The Board periodically assesses the possession of the integrity requirements provided for by current legislation for the Financial Reporting Officer.
Acting upon a proposal of the Chairman, in agreement with the Director in charge of the internal control and risk management system, and having received the favourable opinion of the Control and Risk Committee, and following consultation with the Board of Statutory Auditors, it (i) appoints and removes the Head of Internal Audit function, having received the opinion of the Nomination Committee (ii) it approves the Internal Audit budget, ensuring that the Head of Internal Audit function has adequate resources to carry out his duties: (iii) establishes his remuneration structure in accordance with the Company's remuneration policies. The Head of Internal Audit function reports hierarchically to the Board and, on its behalf, to the Chairman, without prejudice to its functional dependence on the Control and Risk Committee and on the Director in charge of the internal control and risk management system.
Acting upon a proposal of the Chief Executive Officer, in agreement with the Chairman: (i) following consultation with the Nomination Committee and, for external members, also after having received the opinion of the Board of Statutory Auditors, appoints the members of Eni 231 Supervisory Body (pursuant to Italian Legislative Decree No. 231/2001) determining its composition; (ii) decides their remuneration and (iii) approves its annual budget.
Ensures the identification of designated people of the relevant structures responsible for institutional investors and shareholders relations.
Examines and approves, acting upon a proposal of the Remuneration Committee, the "Report on remuneration policy and remuneration paid" to be presented to the Shareholders' Meeting called to approve the financial statements. It also implements the Remuneration Policy approved by the Shareholders' Meeting and, after examining the proposals of the Remuneration Committee: (i) defines, after having heard the opinion of the Board of Statutory Auditors, the remuneration of Directors with delegated powers and with special duties; (ii) establishes the objectives - and verifies their achievement – applicable to the variable remuneration of Directors with delegated powers and incentive plans; (iii) implements the share-based or financial instrument- based compensation plans approved by the Shareholders' Meeting.
Decides – acting upon a proposal of the Chief Executive Officer – on the exercise of voting rights and, in consultation with the Nomination Committee, on the appointment of members of corporate bodies of the strategically important subsidiaries and Saipem SpA. In the case of listed companies, the Board must guarantee compliance with the provisions of the Corporate Governance Code that fall under the competence of the Shareholders' Meeting.
Formulates proposals to submit to the Shareholders' Meeting and, through the Chairman and the Chief Executive Officer, reports to the Shareholders' Meeting on the activities carried out and planned, working to ensure that shareholders receive adequate information about the elements they need to take the decisions pertaining to them, with knowledge of the facts.
Examines and decides on other issues that Directors with delegated powers believe should be presented to the Board due to their particular importance or sensitivity.In accordance with art. 23.2 of the By-laws, the Board also decides upon: mergers and proportional spinoffs of companies in which the Company's shareholding is at least 90%; the establishment and closing of secondary offices; and the amendment of the By-laws to comply with regulatory provisions.
Examines and decides on other issues that Directors with delegated powers believe should be presented to the Board due to their particular importance or sensitivity.

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

For the purpose of the resolution above and the application of the recommendations of the 2018 Corporate Governance Code, the term "subsidiaries with strategic importance" are the following companies: Eni International BV and Versalis S.p.A.103

For the purposes of the same resolution, by "definition of the fundamental lines of the organizational structure of the Company, of the companies of strategic importance and of the group" we mean: (i) establishment/modification, of a substantial nature, of organizational structures reporting directly to the Chief Executive Officer or the Chairman (including the positions of General Manager, the organizational units responsible for the internal control and risk management system, as well as corporate governance); (ii) the definition/modification of a substantial nature, of models of organizational structures of reference for subsidiaries with regard to the internal control and risk management system and corporate governance.

The Chief Executive Officer is identified as the Director in charge of establishing and maintaining an effective internal control and risk management system.

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

In addition to the general provisions referred to in the resolution on reserved powers, the Board: - on January 21, 2021 evaluated the organisational, administrative and accounting structure of the Company, its strategically important subsidiaries and the Group as prepared by the Chief Executive Officer, finding it adequate;

on February 18, 2021 approved the 2021-2024 Strategic Plan;
for the purpose of assessing developments in operations, on the occasion of its examination of the financial reports and, most recently, on February 18, 2021, on the occasion of the approval of the 4th Quarter 2020 results, compared the results achieved with the budget (first year of the 2021- 2024 Strategic Plan);
on March 18, 2021, having considered the HSE 2020 Report with 2021 plan, the Report of the Financial Reporting Officer (FRO), the Integrated Compliance Report, the Report of the Control and Risk Committee (including the part on the Internal Control and Risk Management System (ICRMS) organizational structure), the Report on administrative and accounting structure, the Report on risks and the Report on the respect of the financial risk limits, having consulted with the Control and Risks Committee, evaluated as positive: (i) the adequacy and effectiveness of the ICRMS in relation to the nature of the Company and its risk profile, as well as the consistency with the corporate objectives; (ii) the adequacy of the powers and resources available to the FRO as well as compliance with the administrative and accounting procedures prepared by the same and (iii) the adequacy and effectiveness of the ICRMS organizational structure in relation to the nature of the Company and its risk profile. 104

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

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

3.4.8 Meetings and running of meetings

At the meeting held on May 14, 2020, the Board of Directors approved the rules on its operation and organisation, including the procedures for calling and running its meetings.

In particular, Board meetings are called by the Chairman who, having examined the proposal of the CEO, determines the agenda and usually sends it five days prior to the scheduled date of the meeting to the Directors, standing Statutory Auditors and the Magistrate of the Court of Auditors appointed to monitor the financial management of Eni and his replacement.

Normally, at the same time the notice calling the meeting is sent and, in any case, no more than three days prior to the date of the meeting, any documentation relating to the items on the agenda is made available, with the assistance of the Board Secretary, to the Directors, standing Statutory Auditors and the Magistrate of the Court of Auditors.

¹⁰⁴ For more information, please refer to the section "Internal Control and Risk Management System" of this Report.

Evaluations and decisions of the Board

Board Rules

¹⁰³ Among the strategic subsidiaries was also identified Saipem SpA. Since January 22, 2016, however, Eni no longer exercises sole control over Saipem, pursuant to art. 93 of the Consolidated Law on Financial Intermediation. However, the Board of Directors confirmed its competence to resolve on the exercise of voting rights and on the appointments of the members of the corporate bodies of Saipem SpA. For more information, please refer to the section "Material agreements that would become effective, be modified or extinguished in the event of a change of control of Eni" of this Report.

When necessary and urgent, the notice calling the meeting may be sent at least 12 hours in advance of the scheduled meeting time.

During the year, the time requirements in the Rules for the notice calling the meeting and the documentation relating to items on the agenda, apart from rare exceptions, have been respected.

The Chairman, with the assistance of the Secretary, ensures the adequacy, completeness and clarity of the information, including those not in connection with a Board meeting, submitted or forwarded to the Board and may request to this end, from the Chief Executive Officer, the appropriate changes or additions.

Information to Directors: the role of the Chairman

Where it was not possible to provide the necessary information sufficiently in advance, the Chairman made sure that adequate and precise explanations were provided during Board meetings.

The issue of the organisation of Board meetings, including the assessment of the timeliness of the documentation sent to the Directors in view of the meetings, is being studied in depth as part of the selfassessment process.

Special attention is devoted to ensuring the confidentiality of information, with the creation of a secure section of the Eni website with access reserved to the Directors, the Statutory Auditors and the Magistrate of the Court of Auditors, where they can review documentation concerning Board and Committees activities.

The By-laws allow Board meetings to be held via videoconferencing and teleconferencing, and these procedures are specifically governed in the rules.

Managers of the Company and of its subsidiaries normally attended Board meetings to provide information on matters on the agenda105. Specific information is also provided on individual sectors in which the Company and the Group operate.

In accordance with the provisions of Art. 2391 of the Italian Civil Code and the internal regulations governing "Transactions involving interests of Directors and Statutory Auditors and transactions with related parties"106, before each item on the Board meeting's agenda is discussed, each Director is required to disclose whether he holds any personal interest or interest on behalf of third-parties in relation to the matters or issues to be discussed, clarifying their nature, terms, origin and extent.

In 2020, the Board of Directors met 15 times, each meeting lasting an average of 4 hours and 13 minutes, and with an average participation rate of 100% of the Directors.

The tables accompanying this Report show the participation rate for each Director at Board meetings and at the meetings of those Committees of which he is a member.107

In 2021, as of March 18, 2021 included, there have been 4 meetings. A further 9 meetings are scheduled to be held before the end of the year.

Pursuant to the Stock Exchange Rules, a public announcement is made within 30 days of the close of the previous financial year of the annual calendar of events (the "financial calendar"), specifying, among other things, the dates of the Board of Directors meetings called to examine the draft annual financial statements and interim financial reports required by applicable regulations, any preliminary financial statements and any other additional periodic financial disclosures108, as well as the date of the Shareholders' Meeting to approve the financial statements for the year. The announcement also includes the dates of Board meetings called to determine the interim dividend payable for the year and to submit a proposal to the Shareholders' Meeting for the balance of the dividend, accompanied by the associated distribution and ex-dividend dates. The financial calendar is available on Eni's website, in the "Investors" section.

In 2020, in view of the frequency of Board meetings, the independent Directors had occasions to meet informally, to exchange views and hold discussions. When adopting the recommendations of the new Code, the independent Directors expressed their will to hold informal meetings among them.

¹⁰⁵ In accordance with the recommendations of Criterion 1.C.6 of the 2018 Corporate Governance Code and recommendation 12, letter c) of the new Code adopted by Eni.

¹⁰⁶ For more information, please refer to the relevant section of this Report.

¹⁰⁷ The tables show data divided between the Board in office until May 13, 2020 and the Board in office from that date.

¹⁰⁸ For more details, refer to the note on this matter in the section above on Board "Powers and Responsibilities".

3.4.9 Board Secretary

With the approval of the Rules for Board operations referred to in the previous section and in line with the recommendations of the 2018 Corporate Governance Code, the Board specified the requirements for and duties of the Secretary.

Specifically, under the rules governing the Board's operation, the Secretary must meet the necessary requirements of professionalism, experience, independence of judgment, and must not have any conflicts of interest.

The Secretary reports directly and functionally to the Board and, on its behalf, to the Chairman. The duties of the Secretary are set out in the relevant Charter annexed to the aforementioned Rules , and most recently amended on December 23, 2020, on the appointment of the new Board Secretary. The Charter was also updated to adjust to the recommendation of the new Code, adopted by Board on the same date.

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

The Secretary provides, with independence and impartiality of judgment, assistance and advice to the Board on every aspect relevant to the proper functioning of the corporate governance system on the functioning, powers and attributions of the Board and Committees. He also lends assistance and independent legal advice (regarding management) to the Board and the Directors on their powers, rights, duties and obligations, to ensure the proper exercise of their powers and protect them from any liability.

The Secretary may carry out other functions within the Company provided they do not impair his independence of judgment towards the Board or the regular performance of his duties. The Chairman ensures that the Secretary has adequate authority, tools, organisational structure and

staff to exercise his functions, monitors the independence of the Secretary and determines his salary, in line with the Company's policies for senior management.

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

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

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

3.4.10 Board Review and advice for shareholders on the composition of the Board of Directors

Board and Peer Review for 2020

With regard to 2020, in accordance with international best practices and the provisions of the 2018 Corporate Governance Code and the 2020 Corporate Governance Code, the Board of Directors launched, for the fifteenth straight year, a board review for the Board of Directors and its Committees.

As usual, and in line with the governance solutions adopted by Eni, the Board Review was conducted with the support of an external advisor to ensure objectivity in the process.

In line with the duties assigned to it and with the new Corporate Governance Code recommendations, the Board is assisted by the Nomination Committee, and the Chairman of the Board of Directors ensures the adequacy and transparency of the board review process, with the assistance of the Secretary and the support of the Nomination Committee.

The Charter and duties

Powers and resources

In particular, the Committee proposed to the Board the consultant to be appointed following a beauty contest in which four companies with competence and experience in the sector and with adequate standing participated, selected by the Committee itself, also taking into account the additional services provided from the same to Eni or to companies in a controlling relationship with Eni.

Based on the proposals of the Nomination Committee, the Board decided to grant the engagement– for a term of three years – to a Crisci & Partners, an advisor that does not provide Eni and its subsidiaries with further services.

The advisor was asked, among other things, to take into account the recommendations of the Corporate Governance Committee in the letter of the Chairman of the Committee in December 2020.109

With the support of the same consultant, Eni's Board of Directors also decided to add a peer review to the Board Review, thus confirming a best practice already implemented in previous years.

The Board Review began in November 2020 and examined (i) the size, level of operation and composition of the Board and the Committees, taking into account the professional skills, experience, particularly management experience, diversity, including gender diversity, of the Directors and their seniority; (ii) the strategic and monitoring role of the plan, including ESG issues and the internal control and risk management system. The exercise took place with: (i) compilation by all the members of the Board of Directors of a self-assessment questionnaire specifically structured on Eni peculiarities. The questionnaire also left adequate space for comments, in order to enhance the individual contribution of each Director also by reporting any issues worthy of further study; ii) in-depth individual discussions with all Directors.

The process is undergoing at the date of this Report.

Advice to shareholders on the composition of the Board of Directors

In accordance with the recommendations of the 2018 Italian Corporate Governance Code, prior to the appointment of Eni's corporate bodies, Eni's Board of Directors, having received the opinion of the Nomination Committee and having considered the results of the Board Review, has developed this advice on the future size and composition of the Board to be submitted to shareholders prior to the Shareholders' Meeting was held on May 13, 2020.

The advice was published on the Company's website on March 2, 2020.

"Size of the Board of Directors

With reference to corporate governance best practices, the number of members of the Board must be adequate both to the size and complexity of a company and to the number and composition of Board committees.

In light of this premise, the Board considers the current number of directors, equal to nine, to be appropriate. It is the maximum established by the By-laws.

Composition of the Board of Directors

The composition of the Board needs take account of Eni's current and future needs, as well as the necessity of maintaining a substantial presence of independent Directors, with a level of diversity that takes account of regulatory requirements and the recommendations of the 2018 Corporate Governance Code.

The mix of skills on the Board should be well balanced and reinforced by an understanding of Eni's business and the experience gained in the current term, given the complexity of the business and the need to complete the transformation process started by the current Board.

More specifically, in its 2020-2023 Strategic Plan Eni laid out its transformation path and announced challenging energy transition goals. Consequently, we deem it appropriate that the new Board should be made up of professionals with adequate know-how and experience to fully support the decarbonisation process as well as to support and implement, with the speed required by the market, industrial and technological transformations and the associated strategic drivers, in order to protect and safeguard value for all stakeholders.

Eni's Board appreciates the current skill profile. In view of the appointment of the new Board, considering Eni's future challenges and evaluating the possibility of further enhancing the skills and experience represented on the Board, the Board suggests the following elements should be taken into consideration:

The Board advice and the opinion of the Nomination Committee

The mix of skills

¹⁰⁹ For more information, please refer to "Observations on the letter of December 2020 of the Chairman of the Corporate Governance Committee" in the section "Compliance with the Corporate Governance Code for Listed Companies" of this Report.

sector-specific experiences and skills;
technological skills;
strategic orientation.

With specific reference to the issue of the energy transition and its centrality in Eni's strategic plan, the Board underlines the importance that the new body should be made up of professionals with experience in environments undergoing strategic change of similar complexity on a global scale.

With regard to diversity, also in relation to the criteria referred to in Article 2 of the 2018 Corporate Governance Code, the Board believes that diversification in terms of age, training and professional experience and geographical diversity are important for the future Board.

The topic of "soft skills" was also the subject of a specific reflection, prompting the Board to recommend considering the characteristics indicated below:

independence of thought and integrity;
adequate availability of time and energy consistent with other commitments;
ability to integrate sustainability issues into the business vision;
ability to strike a balance with the views of other directors and manage conflicts constructively;
agreement with the energy transition path outlined in Eni's strategic plan, and supporting the CEO in its implementation;
ability to work in a team.

With regards to the availability of adequate time and energy, the Board refers to the guidance approved on April 13, 2017110 (published on the Company website) on the maximum number of other positions compatible with the effective performance of the office of Director.

Main officers

Chairman

In addition to the qualifications applying to all Directors, the Chairman should also possess:

authority in independently representing all shareholders;
previous experience on chairing Boards of complex listed companies;
specific knowledge of corporate governance issues;
international standing and in-depth knowledge of investors, including foreign investors;
general knowledge of Eni's current business;
leadership and balance to ensure the proper functioning of the Board, fostering internal dialogue;
ability to maintain a constructive relationship with the CEO;
listening, mediation, synthesis and communication skills;
ability to involve and motivate the Board to support the CEO in Eni's energy transition path.

Chief Executive Officer

In addition to the qualifications applying to all Directors, the CEO should possess:

strong knowledge and authority in Eni's traditional business in order to ensure the continuation of the efficiency improvement effort and generate resources to invest in Eni's strategic future;
an ability to inspire management and to involve and guide all Eni people in the energy transition;
consolidated top level network in key Countries for Eni;
a strong propensity for technological innovation and change management to guide cultural change throughout Eni;
previous experience in top positions of listed companies of comparable complexity;
high standing on international markets and in the business sectors relevant for Eni;
sensitivity to the issued connected with sustainability and the circular economy;
a track record of success in managing an operating company with complex local and international stakeholders in key markets.

With reference to the relationship between the Chairman and the CEO, the Board underlines the need for them to have complementary relationship in order to ensure the effective functioning of the Board and, more generally, the governance of the Company.

Board Committees

With reference to the committees, the Board considers it appropriate to retain the current framework and structure, including their duties and size."

3.4.11 Board Induction

In accordance with the provisions of the 2018 Corporate Governance Code regarding the effective and informed performance of each Director, the Chairman of the Board of Eni, together with the CEO, ensured that after the appointment, on May 13, 2020, Directors and Statutory Auditors could participate in a

Board Induction and ongoing-training

¹¹⁰ The advice was confirmed by the Board of Directors in charge in meeting after their appointment, on May 14, 2020.

The "soft skills"

Chairman

Chief Executive Officer

Board Committees training programme (the "Board Induction") 111 for the members of the Board as well as the Board of Statutory Auditors, to provide them with in-depth knowledge of the Company's activities and organisation, the industry and the legislative and self-regulatory framework in which it operates, the principles of correct risk management, corporate dynamics and their development (also with a view to sustainable success), the regulatory and corporate governance framework of reference and the role to be performed in relation to Eni's specific characteristics.

The induction programme began on May 14, 2020, with a training session focused, among other things, on the corporate structure, Eni's mission and business model, Eni's transformation path in recent years, Eni's initiatives in terms of decarbonisation and circular economy, the Company's long-term strategy and a session dedicated to aspects of corporate governance and the rules of conduct of directors.

The programme continued on July 28, 2020, with a session dedicated to the cycle of upstream activities, including aspects of environmental and social sustainability and, subsequently, on November 19, 2020, with a session on the Anti-corruption Compliance Program and the Code of Ethics.

During 2020, numerous induction sessions were held, organized by the various Board Committees and the Board of Statutory Auditors, open to all Directors and Statutory Auditors, on issues within their competence.

In particular, the issues addressed within the Committees include: aspects relating to the Internal Audit and Integrated Compliance functions, organizational and regulatory structure, accounting aspects and tax model (Control and Risk Committee), remuneration policy (Remuneration Committee), decarbonisation process, scenarios, sustainability (Sustainability and Scenarios Committee), human capital, including development system and tools, succession plan, enhancement of technical skills and skills evolution (Nomination Committee); moreover, issues relating to organization, internal regulatory system, internal control system, compliance and risks were addressed within the framework of the Board of Statutory Auditors.

Regarding ESG issues please refer to the sections "Responsible and sustainable approach" and "Sustainability and Scenarios Committee" of this Report.

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

3.5 REPORT ON REMUNERATION POLICY AND REMUNERATION PAID

For information on the 2020-2023 Remuneration Policy and the remuneration paid in 2020 to the Directors, the Statutory Auditors, the Chief Operating Officers of the Divisions and other key personnel, please refer to the Report on remuneration policy and remuneration paid published on the Company's website.

3.6 BOARD COMMITTEES112

At its meeting of May 14, 2020, the Board formed four internal Committees to provide advice and offer proposals: a) the Control and Risk Committee; b) the Remuneration Committee; c) the Nomination Committee and d) the Sustainability and Scenarios Committee. In doing so, they formed all the committees recommended by both the 2018 and 2020 Corporate Governance Codes, as well as the Sustainability and Scenarios Committee.

¹¹¹ Moreover, the Board calendar provides for the Board to meet once a year at an operating facility, including abroad. However, in 2020 this was not possible, due to the health emergency.

¹¹² Information provided pursuant to Art. 123-bis, second paragraph, letter d) of the Consolidated Law on Financial Intermediation.

The composition, duties and operational procedures of Board Committees are governed by their own rules, which are approved by the Board, in compliance with the criteria outlined in the 2018 Corporate Governance Code113. The Committees' rules are available on Eni's website in the "Governance" section.

The Committees required by the Code (Control and Risk Committee, Remuneration Committee and Nomination Committee) are composed of no fewer than three members and, in any case, fewer than the number representing a majority of the Board, as indicated by the Board upon adopting both the 2018 and 2020 Corporate Governance Codes, so as to avoid altering the Board's decision-making process.

The composition of the Committees

More specifically, the rules of:

the Control and Risk Committee indicate that it is made up of three to four non-executive Directors, all independent. The Committee may be made up of non-executive Directors, a majority of whom are independent. In the latter case, the Chairman of the Committee shall be chosen from among the independent Directors;
the Remuneration Committee indicate that it is made up of three to four non-executive Directors, all independent. The Committee may be made up of non-executive Directors of whom a majority shall be independent. In the latter case, the Chairman of the Committee shall be chosen from among the independent Directors;
the Nomination Committee indicate that it is made up of three to four Directors, a majority of whom are independent;
the Sustainability and Scenarios Committee indicate that it is made up of four or five non-executive Directors, the majority of whom are independent.

The Nomination Committee and the Sustainability and Scenarios Committee are presently composed of non-executive Directors, a majority of whom are independent; in the case of the Control and Risk Committee and the Remuneration Committee, all members are independent Directors114. The Chairmen of all Committees are independent.

As already mentioned, following the adoption of the new Code, the Board approved some adjustments and application procedures, including improvements to the new Code, defining an adaptation "action plan" which also identifies the changes to be made to the Regulations of the Committees for the transposition of the new recommendations.

The current composition of the Committees as approved by the Board on May 14, 2020 is as follows: - the Control and Risk Committee: Pietro Guindani (Chairman), Ada Lucia De Cesaris, Nathalie Tocci and Raphael Vermeir. Directors Guindani and Vermeir possess experience in accounting and financial or risk management matters, as required by both the 2018 Corporate Governance Code, assessed by the Board at the time of appointment, and the new Code;

Remuneration Committee: Nathalie Tocci (Chairman), Karina Litvack and Raphael Vermeir. All directors have expertise and experience in financial or remuneration policy matters, as required by both the 2018 Corporate Governance Code, assessed by the Board at the time of appointment, and the new Code;
the Nomination Committee: Ada Lucia De Cesaris (Chairman), Pietro Guindani, and Emanuele Piccinno; - the Sustainability and Scenarios Committee: Karina Litvack (Chairman), Filippo Giansante, Emanuele Piccinno, Nathalie Tocci and Raphael Vermeir.

With regard to participation in Committee meetings:

lists.

the Chairman of the Board of Statutory Auditors, or a Statutory Auditor designated by her, participates in Control and Risk Committee meetings. The Chairman of the Board of Directors and the CEO (except when it is addressing matters regarding them), the other standing Statutory Auditors and the Magistrate of the Court of Auditors may also attend the meetings. Furthermore, the Chairman of the Committee, on behalf of the Committee itself, may invite other persons, including other members of the Board of Directors or the Company structure, to attend the meetings in relation to individual items on the agenda. In adopting the new Code, the Board planned to align the Regulations of the Control and Risk Committee to provide that all members of the Board of Statutory Auditors can attend the meetings of the Committee, regardless of their designation by the Chairman of the aforementioned body ( Recommendation 37);
the Chairman of the Board of Statutory Auditors, or a standing Statutory Auditor designated by her, participates in Remuneration Committee meetings. Other Statutory Auditors may also attend meetings. The Chairman of the Board of Directors and the CEO may attend at the invitation of the Chairman of the Committee, on behalf of the Committee itself. The Chairman of the Committee, on behalf of the Committee itself, may also invite Company managers or other persons, including other members of the Board of Directors, to attend the meeting to

Participation in Committee meetings

¹¹³ In its meeting on May 14, 2020, the Board of Directors established the Committees and appointed their members for the new term. On June 4, 2020, on the proposal of the Committees, the Board confirmed the tasks assigned to the previous Committees, without prejudice to any changes that may have to be made to adapt to the new Code.

¹¹⁴ The Control and Risk Committee and the Sustainability and Scenarios Committee are chaired by Directors drawn from the minority

provide information and opinions based on their expertise on specific items on the agenda. No Director and, more specifically, no Director with delegated powers may take part in meetings of the Committee during which Board proposals regarding his remuneration are being discussed, unless the proposals regard all members of the Board Committees. They also remain subject to the rules on the composition of the Committee where the Committee is called upon to perform the tasks required under the procedure for transactions with related parties adopted by the Company;

the Chairman of the Board of Statutory Auditors, or a Statutory Auditor designated by the former, for matters within the competence of the Board of Statutory Auditors, may participate in Nomination Committee meetings. The Chairman of the Board of Directors and the CEO may attend the meetings as well as other persons, including other Directors or members of the Company structure, who, at the invitation of the Chairman of the Committee, on behalf of the Committee itself, are called to provide information and opinions based on their expertise on specific items in the agenda;
the Chairman of the Board of Directors and the CEO may attend Sustainability and Scenarios Committee meetings; the Chairman of Board of Statutory Auditors – or a Statutory Auditor designated by the former – may also attend the meetings. Other persons, including other Directors or members of the Company structure, at the invitation of the Chairman on behalf of the Committee, may also attend Sustainability and Scenarios Committee meetings with regard to the specific items in the agenda.

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

In the exercise of their functions, the Committees have the right to access any information and Company functions necessary to perform their duties, are provided with adequate financial resources in accordance with the terms established by the Board of Directors, and can avail themselves of external advisers. With regard to this, at the start of the year the Board allocates to the Committees the resources they request, apart from changes that may be required during the year.

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

In addition, even before the recommendation of the 2018 Corporate Governance Code (Criterion 4.C.1 letter d), amended in July 2015), as well as per Recommendation 17 of the new Code, at each Board meeting the Chairmen of the Board Committees report to the Board on the most important issues examined by the Committees in their most recent meetings.

On at least a semi-annual basis, the Eni Board of Directors receives a report from the Committees on the activities they have performed.

A detailed description of each Committee and its activities in 2020 is provided below. More information can be found in the table attached to this Report.

3.6.1 Control and Risk Committee

The composition, appointment and operational procedures, duties, powers, and resources of the Committee are governed by its Rules, the current version of which was approved by the Board of Directors on June 4, 2020.

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

In 2020 the Committee met 20 times. In particular, the Committee held five meetings before the end of the term of the previous Board (May 13, 2020) and 15 meetings after the appointment of the new Board:115 in both cases, the average participation rate was of 100%. The average duration of the meetings held in 2020 was 4 hours and 45 minutes. In 2021, as of March 18, 2021, the Committee has met 9 times, and is scheduled to meet another 11 times before the end of the year.

The following provides a summary of the main issues tackled during 2020.

1) In assisting the Board of Directors, in order to oversee the activities of the Internal Audit function, monitor its independence and ensure that its activities are performed with the required level of objectivity, competence and professional diligence, in accordance with the Eni Code of Ethics and international The role of the Board Secretary

Activities carried out

¹¹⁵ Some meetings were held jointly with the Board of Statutory Auditors and the 231 Supervisory Body; at least one member of the Board of Statutory Auditors took part in all the meetings of the Committee.

standards for the professional practice of internal auditing, both the Control and Risk Committee in charge until May 13, 2020 and the Committee in charge as from May 14, 2020, examined the results of scheduled internal audits, the monitoring operations on the status of corrective actions planned by the operational units to tackle issues emerging during the audits, audits carried out in response to requests from the control and supervisory bodies, as well as the other activities conducted by the Internal Audit function (such as whistleblower management, independent monitoring in accordance with the provisions of the Eni MSG Control system over financial reporting, supervisory activities envisaged by the 231 Models of the Italian subsidiaries and by the Compliance model regarding corporate responsibility for the foreign subsidiaries of Eni SpA). Moreover

the Committee in charge until May 13, 2020 examined, among other things:
- the Internal Audit Report at December 31, 2019 on the main results of internal audits performed and on the assessment of the suitability of the Internal Control and Risk Management System for achieving an acceptable overall risk profile;
the Committee in charge as from May 14, 2020 examined, among other things:
- the Internal Audit Report at June 30, 2020 on the main results of internal audits performed and on the assessment of the suitability of the Internal Control and Risk Management System for achieving an acceptable overall risk profile;
- the activity program of the independent advisor in charge of carrying out the External Quality Review on the compliance of the Internal Audit activities with the International Standards of the profession, with presentation of the results on February 15, 2021;
- the policy guidelines applied in the preparation of the Integrated Audit Plan 2021 and, subsequently, the Integrated Audit Plan and the Eni Internal Audit Budget for 2021, expressing its favourable opinion to the Board.

2) In performing its duties with respect to the internal control system as applied to the financial reporting model, during periodic meetings with the "Financial Reporting Officer" (the "FRO") and the Company's administrative structures, and the audit firm in attendance,

the Committee in charge until May 13, 2020 examined, among other things:
- the reports of the FRO on: (i) Eni's administrative and accounting structure at December 31, 2019; (ii) on the internal control system as applied to financial reporting at December 31, 2019, on the basis of which it expressed its favourable opinion to the Board on the appropriateness of the powers and resources assigned to the FRO and on the actual compliance with administrative and accounting procedures for the purposes of the Board's supervisory function;
- the disclosure by the audit firm on the progress of the auditing of the internal control system on financial reporting;
- the key aspects of the individual and consolidated financial statements at December 31, 2019 of Eni ad well as the contents of the Eni's 2019 Non-Financial Information, included in the Management Report. Before the topic was submitted to the Board of Directors, it examined impairment test methodology and findings as well as the major issues related to the application of the accounting principles in preparation for the drafting of the 2019 Annual Report;
- the main aspects of the 2019 Annual Report on Form 20-F;
- the main contents of the Report of the Board of Statutory Auditors on the results of the audit of the 2019 Annual Financial Report and on the contents of the Auditor's Additional Report;
the Committee in charge as from May 14, 2020 examined among other things:
- the "Consolidated Report on Payments to Governments" for 2019 by Eni SpA, its consolidated subsidiaries and companies consolidated proportionately (EU Accounting Directive 2013);
- the 2019 Management Letter of the independent auditors, issuing a favourable opinion for the purposes of the subsequent Board Review;
- the report on the progress of the auditing of the internal control system on financial reporting;
- the Reports of the FRO on: i) Eni's administrative and accounting structure as at June 30, 2020; ii) the internal control system on financial reporting as at June 30, 2020. On the basis of the aforementioned reports, it issued a favourable opinion to the Board of Directors on the adequacy of the powers and means assigned to the FRO and the effective compliance with administrative and accounting procedures for the purposes of supervision by the Board;
- the essential features of Eni's consolidated half-year financial report at June 30, 2020. It also examined the main issues connected with the application of accounting standards in preparing the 2020 Annual Financial Report;
- the main contents of the draft Directors' Report on the 2020 interim dividend;
- the Annual Report on the Tax Strategy 2019 and the "Country by Country report" for 2019. It also carried out, in the presence of the Chief Financial Officer office, specific investigations, in relation, among other things, to the impacts of climate change on financial reporting and the tools for the so-called "Sustainable finance".

3) In supporting the Board of Directors in conducting the assessments and making decisions concerning risk management, including with regard to potentially prejudicial situations, both the Control and Risk Committee in charge until May 13, 2020 and the Committee in charge as from May 14, 2020 conducted an in-depth analysis of specific situations at the request of the Board. Among other things, in the context of its periodic meetings with the Legal Affairs function, both the Committees closely examined the main legal issues and received updates on developments in the major pending legal proceedings, particularly as concerns the possible accounting repercussions, for the purpose of performing its duties as they pertain to the process of preparing the annual and half-year financial reports.

4) On occasion of several meetings with the Integrated Compliance function,

the Committee in charge until May 13, 2020
- was informed in relation to the draft review of Eni's Code of Ethics, on which it issued favourable opinion for the purposes of subsequent approval by the Board of Directors;
- met with the Eni 231 Supervisory Body for the illustration of the half-year report on the activity carried out (2nd half of 2019)
- examined the Reports of Integrated Compliance, aimed at providing an integrated view of the status of Eni's compliance activities as well as the periodic report of Anti-Corruption Compliance, considering in particular the training and support provided to Eni units and subsidiaries in the areas for which it is responsible;
- was informed of the proposed amendments to Model 231 of Eni SpA, concerning, among other things, the revision of the composition of the Supervisory Body;
the Committee in office since May 14, 2020
- examined the half-yearly and annual Integrated Compliance Reports, aimed at providing an integrated view on the status of compliance activities in Eni and the periodic Anti-Corruption Compliance report;

5) With regard to "Transactions involving the interests of Directors and Statutory Auditors and transactions with related parties"

the Committee in charge until 13 May, 2020:
- in January 2020 proposed modifications to the MSG "Transactions involving interests of Directors and Statutory Auditors and transactions with related parties" to be implemented following Consob's issue of amendments to its Regulations on related parties ; 116

During the year, both the Committee in office until May 13, 2020 and the Committee in office as from May 14, 2020, examined a number of transactions of lesser importance on which it expressed a favourable opinion on the interest of the Company in the transactions and the appropriateness of the associated terms and conditions.

6) The Committee thoroughly examined specific internal control and risk management issues, including during special meetings with members of Eni's top management. Specifically,

the Committee in charge until May 13, 2020:
- examined the extract from the Eni Organizational Structure Report with focus on the Eni Regulatory System and the ICRMS;
- met on several occasions with the Integrated Risk Management unit, focusing among other things on the evolution of the assessments of Eni's main risks and the related treatment actions;
- met with the HSEQ structures for the 2019 Eni HSE Review;
- met with the Finance unit to examine the periodic reports on the management and control of financial risks;
- reviewed the reports on disciplinary action taken against employees for illegal conduct.
the Committee in charge as from May 14, 2020:
- met the Integrated Risk Management function on several occasions, to examine the progress of the assessments of the main Eni risks and related treatment actions; in this context, to this end in the second half of the year, the Committee carried out specific in-depth sessions on Eni's main business risks, and planned further sessions for 2021;
- met with the competent corporate structures for specific information in reference to some issues in the health, safety & environment, cyber risk management, procurement, as well as in reference to emergency management related to the spread of the Covid-19 pandemic;
- met with the Finance unit to examine the periodic reports on the management and control of financial risks;
- examined the reports on the disciplinary actions adopted following unlawful conduct by employees.

7) Finally, the Committee in charge as from May 14, 2020 carried out in-depth analyses on its role and some specific aspects of its Regulations, also in consideration of the impacts associated with Eni's adoption of the new 2020 Corporate Governance Code

¹¹⁶ For more information please refer to the section on MSG "Transactions involving the interests of Directors and Statutory Auditors and transactions with related parties" in this Report.

With regard to training activities, on May 29 and June 19, 2020 the Committee in charge as from May 14, 2020 carried out two induction sessions on issues concerning, among other things: i) an introduction to the activities of the Internal Audit and Integrated Compliance function; ii) the illustration of the organizational and regulatory structure; iii) CFO activities such as the impairment test methodology, some fundamental accounting issues typical of the Oil & Gas sector, metrics (cash neutrality, leverage, breakeven) and the tax model (including the tax rate).

3.6.2 Remuneration Committee

Established by the Board of Directors for the first time in 1996, the Committee provides recommendations and advice to the Board on remuneration issues and specifically it:

− submits to the Board of Directors for its approval the Report on remuneration policy and remuneration paid ("Remuneration Report") and, in particular, the remuneration policy for members of corporate bodies, Chief Operating Officers, and key management personnel to be presented to the Shareholders' Meeting called to approve the financial statements, as provided for by applicable law;
− periodically evaluates the adequacy, overall consistency and actual implementation of the adopted policy, formulating proposals on the topic for the Board of Directors;
− presents proposals for the remuneration of the Chairman of the Board and the Chief Executive Officer, covering the various forms of remuneration and benefits awarded;
− presents proposals for the remuneration of members of the Board's internal committees;
− examines the CEO's recommendations and presents proposals for the general criteria for the remuneration for key management personnel; for annual and long-term incentive plans, including equity-based plans; for establishing performance targets and assessing results for performance plans in connection with the determination of the variable portion of the remuneration for Directors with delegated powers and with the implementation of incentive plans;
− monitors the execution of Board resolutions;
− reports to the Board of Directors, during the first available meeting, through the Committee Chairman, on the most significant matters examined by the Committee during its meetings;
− it also reports to the Board, at least one every six months and no later than the deadline for approval of the annual and semi-annual financial reports at the Board meeting designated by the Chairman of the Board.

In the course of performing its duties, the Committee also issues the opinions required under the procedure for related party transactions in the manner specified therein117.

The Committee performs its duties pursuant to an annual plan. In carrying out its duties, the Committee may access the information and Company functions necessary to perform its duties and can avail itself of external advisors who are not in positions that might compromise their independence of judgement, within the terms and budget limits established by the Board of Directors.

The Committee reports on the procedures it adopts in performing its functions to the Shareholders' Meeting called to approve the financial statements through its Chairman or another Committee member designated by the Chairman, in accordance with the recommendations in the 2018 Corporate Governance Code and with the goal of establishing an appropriate channel for dialogue with shareholders and investors.

In 2020, the Remuneration Committee met 10 times, with an average participation rate of 100% and an average duration of 2 hours and 10 minutes. At least one member of the Board of Statutory Auditors participated in each meeting, with constant participation of the Chairman of the Board of Statutory Auditors. At the invitation of the Chairman of the Committee, Company executives and advisors also took part in specific meetings to provide information and clarifications considered necessary by the Committee to perform its enquiries.

In 2021, as of March 18, 2021, the Committee has met three times, and is scheduled to meet another five times before the end of the year.

Activities of the Committee in charge until May 13, 2020 included:

the periodic review of the remuneration policy implemented in 2019 in order to prepare the proposed policy guidelines for the 2020-2023 term, providing for keeping the structure and criteria of remuneration of the Directors and managers with strategic responsibilities defined in the previous entire term, as regards in particular the maximum potential remuneration levels envisaged for the top positions of Chairman and Chief Executive Officer and General Manager, as well as for non-executive Directors in relation to their participation in Board Committees;
the examination of the 2020 Remuneration Report prepared, in line with art. 123-ter of the Consolidated Law on Financial Intermediation and art. 84-quater of the Consob Issuers' Regulation, for the purposes Activities carried out

Committee duties

¹¹⁷ For more information, please refer to the relevant section of this Report.

of subsequent approval by the Board and presentation to the Shareholders' Meeting of May 13, 2020, called to express a binding vote on the first section (remuneration policy) and a non-binding vote on the second section (remuneration paid), as required by current legislation;

the review of Eni's results for 2019 in order to implement the short-term and long-term incentive plans using a method for the analysis of deviations specified and approved by the Committee in order to neutralize the effects, either positive or negative, of exogenous factors and to make it possible to objectively assess performance;
the definition of 2020 Eni's performance targets relevant to the variable incentive plans;
the finalisation of proposals for the implementation of the Short Term Incentive Plan with deferral for the CEO and General Manager;
the finalization of the new 2020-2022 Long-Term Equity-based Incentive Plan for the purposes of subsequent approval by the Board and presentation to the Shareholders' Meeting of May 13, 2020;
the update of the remuneration benchmark studies in order to define the proposals of the Remuneration Policy Guidelines for the 2020-2023 term relating to Directors, Statutory Auditors and Managers with strategic responsibilities;
the examination of the outcome of engagement activities held with leading institutional investors and proxy advisors in view of the general meeting, in order to maximise shareholder consensus on the 2020- 2023 Remuneration Policy and on the 2020-2022 Long-Term Equity-based Incentive Plan. The Chairman of the Committee also took part in the aforementioned meetings, bearing witness to the importance given by the Committee to dialogue with shareholders;
risk assessment, scenario analysis and analysis of the emerging developments in the most important remuneration-related issues, examination of the composition of the shareholders, also with reference to the characteristics of the retail shareholder segment and in-depth analysis of voting recommendations issued by leading proxy advisors with elaboration of related voting projections with the assistance of primary consulting firm;

Following the renewal of the corporate bodies, the Committee in office since May 14, 2020 has formulated proposals relating to the remuneration of the Directors with powers for the new2020-2023 term and the definition of the remuneration of non-executive Directors for participation in the Board Committees, to be submitted for the approval of the Board of Directors, subject to the opinion of the Board of Statutory Auditors, in implementation of the Policy approved for the entire term by the Shareholders' Meeting of May 13, 2020.

It also carried out, in collaboration with the competent corporate functions, an induction session with the aim of providing the new Directors with a detailed knowledge of the main functions and cycle of activities of the Remuneration Committee, as well as the structure, general criteria and remuneration levels provided for by Eni's Remuneration Policy.

During the second part of the year, the Committee first examined the results of the 2020 shareholders' meetings, with regard to the Eni Remuneration Report, of the major Italian and European listed companies as well as Eni's Peer Group.

With regard to other main activities, the Committee:

finalised the proposal concerning the fulfilment ("2020 attribution") of the 2020-2022 Long-Term Equitybased Incentive Plan for the CEO and General Manager and critical management personnel for business preparing related regulations;
reformulated the Engagement Plan with institutional investors and proxy advisors in view of the 2021 Shareholders' Meeting, taking into account the new duration of the Remuneration Policy and the high consensus received at the Shareholders' meeting;
held a first cycle of meetings with the main proxy advisors, in order to understand their voting guidelines and policies, also in relation to the impact of the Covid-19 pandemic;
updated the Regulation "Implementation criteria of the clawback principle envisaged by the Eni Remuneration Policy" of March 12, 2015 as amended on October 26, 2017, to adapt its contents in line with the Eni 2020-2023 Policy, as regards, in particular, the applicability of the malus clauses;
carried out a periodic monitoring of developments in the legislative and regulatory environment and in market standards for the representation of information on remuneration issues, with a specific focus on the implementation measures of Directive (EU) 828/2017 (so-called "SRD II Directive"), and on the evolution of the Corporate Governance Codes, in Italy and in the main European countries, as well as on voting policies of leading proxy advisors and institutional investors, also to know the indications resulting from the impacts of the Covid-19 pandemic.

3.6.3 Nomination Committee

The Nomination Committee was first formed on July 28, 2011.

The Committee Rules, as approved by the Board of Directors on June 4, 2020, in accordance with the recommendations of the 2018 Corporate Governance Code provide that the Nomination Committee:

assists the Board of Directors in formulating any criteria for the appointment of executives and members of the boards and bodies of the Company and of its subsidiaries, whose appointment fall under the Board's responsibilities, and of the members of the other boards and bodies of Eni Associated companies;
provides evaluations to the Board of Directors on the appointment of executives and members of the Boards and bodies of the Company and of its subsidiaries, proposed by the Chief Executive Officer and/or the Chairman of the Board of Directors, whose appointments fall under the Board's responsibilities and oversees the associated succession plans. Where possible and appropriate, the Committee proposes, with due regard to the shareholding structure, the succession plan for the Chief Executive Officer to the Board of Directors;
acting upon a proposal of the Chief Executive Officer, examines and evaluates criteria governing the succession plan for the Company's key management personnel;
proposes candidates to serve as Directors in the event one or more positions need to be filled during the course of the year (Art. 2386, first paragraph, of the Italian Civil Code), ensuring compliance with the requirements on the minimum number of independent Directors and the percentage reserved for the less-represented gender;
proposes to the Board candidates for the position of Director to be submitted to the Shareholders' Meeting of the Company, taking account of any recommendations received from shareholders, in the event it is not possible to draw the required number of Directors from the slates presented by shareholders;
oversees the annual self-assessment programme on the performance of the Board of Directors and its Committees, pursuant to the 2018 Corporate Governance Code, doing the necessary preparations for engaging an external advisor; and, on the basis of the results of the self-assessment, provides its opinions to the Board of Directors regarding the size and composition of the Board or its Committees as well as the skills and managerial and professional qualifications it feels should be represented on the same, so that the Board itself is able to explain its position to the shareholders prior to the appointment of the new Board;
proposes to the Board of Directors the slate of candidates for the position of Director to be submitted to the Shareholders' Meeting if the Board decides to opt for the process envisaged in Art. 17.3, first phrase, of the By-laws;
proposes to the Board of Directors guidelines regarding the maximum number of positions as director or statutory auditor that a Company Director may hold according to the 2018 Corporate Governance Code and performs the preliminary activities for the associated periodic checks and evaluations for submission to the Board;
periodically verifies that the Directors satisfy the independence and integrity requirements, and ascertains the absence of circumstances that would render them incompatible or ineligible;
provides its opinion to the Board of Directors on any activities carried out by the Directors in competition with the Company;

-reports at the first subsequent Board of Directors meeting, through its Chairman, on the most significant matters examined by the Committee during its meetings. It also reports to the Board of Directors, at least once every six months and no later than the deadline for the approval of the annual and semi-annual financial report, on the activity carried out, as well as on the adequacy of the appointment system, at the Board meeting indicated by the Chairman of the Board of Directors.

In 2020, the Nomination Committee met 13 times, with an average participation rate of 97.62%; the average duration of the meetings was about 1 hour and 30 minutes. In 2021, as of March 18, 2021, the Committee met four times and it is expected to have eight more meetings by the end of the year.

The Committee in charge until May 13, 2020:

conducted on behalf of the Board the enquiry into whether Directors satisfy the independence and integrity requirements and the absence of circumstances that would make them ineligible, incompatible or at risk of forfeiture, as well as the respect of the Board's policy on the maximum number of positions that can be held by Directors;
expressed its assessment of the advice to Shareholders on the composition of the future Board of Directors of Eni;
examined the issue of the appointment of members in the Corporate bodies of Eni and in the boards of subsidiaries on which the Board has competence, providing the Board with its assessment on the appointment of (i) of Eni-related statutory auditors on the Board of Statutory Auditors of Saipem SpA, (ii) the members of the Board of Directors of Eni International BV;
examined the issue of Eni's policies against sexual harassment in the company.

The Committee in charge as from May 14, 2020:

examined the issue of the appointment of officers and members in the Corporate bodies of Eni and in the boards of strategically important subsidiaries on which the Board has competence, (i) providing the Board with its assessment on the appointment of the Chief Operating Officers of Eni SpA, the Financial Reporting Officer of Eni SpA, the external members of the 231 Supervisory Body of Eni SpA, the Managing Director and a Director of Eni International BV, the Chief Executive Officer of Versalis SpA ; (ii) examining the proposed evolution of Versalis SpA's organizational structure and initiating the succession process Activities carried out of the Chairman of the same company; (iii) starting the succession process of the Head of the Internal Audit function;
examined and expressed its own assessments on the revision of the Model 231 of Eni SpA in relation to the requirements of the external members of the 231 Supervisory Body of Eni SpA;
carried out a board induction program relating to "Eni's Human Capital - the System for the development and enhancement of our People", studying the following topics: (i) the system and development tools in the session of July 22, 2020, ( ii) the Succession Plan in the session of September 15, 2020, (iii) the process of enhancing the technical skills in the session of October 26, 2020, (iv) the evolution of Eni's skills in the session of December 10, 2020;
carried out preliminary work for the Board relating to the engagement of an external consultant for the self-assessment of the Board and its Committees and the peer review;
examined the provisions of the new Corporate Governance Code for the aspects of its competence.

3.6.4 Sustainability and Scenarios Committee

The Board of Directors of Eni established the Sustainability and Scenarios Committee (SSC) on May 9, 2014. The Rules of the Committee were approved by the Board of Directors most recently on June 4, 2020.

The Committee provides recommendations and advice to the Board of Directors on scenarios and sustainability issues, meaning the processes, initiatives and activities surrounding the Company's commitment to sustainable development along the entire value chain, with specific reference to the following issues: the health, well-being and safety of people and communities; respect for and protection of rights, especially human rights; local development, access to energy, energy sustainability and climate change; the environment and efficiency in the use of resources; integrity and transparency; innovation.

As part of its functions of offering recommendations and advice to the Board of Directors, the Committee:

a) examines scenarios for the preparation of the strategic plan giving its opinion to the Board of Directors; b) examines and evaluates the sustainability policy aimed at ensuring the creation of value over time for shareholders and all the other stakeholders in accordance with the principles of sustainable development, as well as sustainability strategies and objectives and the Sustainability Report submitted annually to the Board of Directors;

c) examines how the sustainability policy is implemented in business initiatives on the basis of indications provided by the Board of Directors;

d) monitors the Company's position in terms of sustainability with regard to financial markets, particularly with regard to the Company's inclusion in the leading sustainability indexes;

e) monitors international sustainability projects as part of global governance processes and the Company's participation in such projects, designed to strengthen the Company's international reputation;

f) examines and assesses sustainability initiatives, including in relation to individual projects, provided for in agreements with producer Countries, submitted by the CEO for presentation to the Board;

g) examines the Company's non-profit strategy and its implementation, including in relation to individual projects, through the non-profit plan submitted each year to the Board, as well as non-profit initiatives submitted to the Board;

h) at the request of the Board, gives its opinion on other sustainability issues;

i) reports at the first subsequent Board of Directors meeting, through its Chairman, on the most significant matters examined by the Committee during its meetings. It also reports to the Board, at least one every six months and no later than the deadline for approval of the annual and semi-annual financial reports, on its activities at the Board meeting designated by the Chairman of the Board.

In 2020, the Committee met 12 times. The meetings lasted an average of 3 hours and 10 minutes, with an average participation rate of 96%. In 2021, as of March 18, 2021, the Committee met 3 times and is expected to hold 8 more meetings by the end of the year.

The activities of the Committee in office until May 13, 2020 concerned the following topics: update of the 2020-2023 scenario and the Long Term scenario; United Nations Climate Change Conference 2019 (COP25); Eni's involvement in responsible climate policies within trade associations; investment plan for local development and non-profit budget; revision of the scenario in relation to the 2020 budget; 2019 consolidated non-financial information (NFI) and Eni for 2019; main topics of the 2019 HSE review document; 2019 CDP (Disclosure insight action) update and summary of the results obtained in the assessments of the 2019 Climate Change and Water Security questionnaires; scenario analysis of the International Energy Agency - WEO 2019; performance and prospects of the renewable energy sector; statement on Modern Slavery Act.

The activities of the Committee in office as from May 14, 2020 concerned the following topics: update on Forestry's activities; reference scenario 2021-2024 and LT; sustainable mobility; resolutions on the climate and the disclosure of the relevant peers; advocacy activities on climate change; analysis of the Activities carried out

Committee duties

Covid-19 emergency management; Diversity and Inclusion in Eni; Eni in the indices and ESG rating (or sustainability rating); analysis of the Energy Technology Perspectives 2020 document of the International Energy Agency (IEA); revision of the reference scenario 2021-2024 and LT; review and analysis of the scenarios of the International Energy Agency - WEO 2020; magnetic fusion; peers decarbonisation strategies; Eni World Oil, Gas and Renewables Review (WOGR 2020); update on the Oil and Gas Climate Initiative (OGCI); human rights; state of R&D activity for the energy transition; the risks associated with climate change; sustainable finance tools; definition of the Committee's 2021 agenda.

With regard to training activities, on May 27, 2020 the Committee held an induction session on the main topics within the competence of the Committee, such as Eni's decarbonisation process, scenarios (variables, methodologies and process) and sustainability in Eni.

3.6.5 Advisory Board

Eni's Board of Directors in office until May 13, 2020 established in July 2017, and until the end of its term, an Advisory Board, chaired by a Director and composed of international experts, with the task of analysing the main geopolitical, technological and economic trends, including issues relating to the decarbonisation process, for the benefit of the Board and of Eni's CEO.

The analysis and debate within the Eni Advisory Board, which represented a first for Italian corporations, ensured that Eni's Board of Directors could benefit from the contribution of four world leading experts and opinion leaders:

The Advisory Board focused its attention on issues with the greatest impact on Eni's business and the energy sector. It also provided insight that helped refine Eni's strategic focus.

3.7 CHIEF OPERATING OFFICERS

Pursuant to Art. 24.1 of the By-laws, the Board of Directors may appoint one or more Chief Operating Officers, defining their powers, upon the proposal of the CEO, in agreement with the Chairman, subject to fulfilment of the integrity requirements specified by law. The Board periodically assesses the integrity of the Chief Operating Officers. Failure to satisfy these requirements will result in dismissal. The Chief Operating Officers are also required to comply with the rules established by the Board of Directors regarding the maximum number of offices they may hold, in accordance with the rules that apply to the CEO.118

On June 4, 2020 the Board of Directors approved a new organizational structure, establishing two business groups and appointing the related Chief Operating Officers (COO): 119

Alessandro Puliti, COO Natural Resources as from July 1, 2020;
Massimo Mondazzi, COO Energy Evolution, as from July 1, 2020. On December 11, 2020, the Board of Directors appointed Giuseppe Ricci as the new Chief Operating Officer of Energy Evolution, replacing Massimo Mondazzi, with effect from January 1, 2021. With a press release dated December 11, 2020, the market was informed of the replacement of the COO Energy Evolution with effect from January 1, 2021. Information relating to the granting or recognition of indemnities and/or other benefits to the COO who ceased to hold office was not the subject of a press release pursuant to Recommendations 6.P.5 and 6.C.8 of the 2018 Corporate Governance Code, in force at the time, but is reported in the 2021 Remuneration Report , to allow for a systematic analysis within the general remuneration policy.

In the meeting of February 18, 2021, the Board of Directors, on the basis of the declarations made, ascertained the possession of the integrity requirements of the Chief Operating Officers and also verified that they respect the limits on the maximum number offices established by the Board of Directors120.

3.8 BOARD OF STATUTORY AUDITORS121

3.8.1 Duties

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

¹¹⁸ With the exception of the prohibition on cross-directorships.

¹¹⁹ CEO maintains the position of General Manager.

¹²⁰ For more information, please see the section "Policy of the Board of Directors on the maximum number of offices held by its members in other companies" in this Report.

¹²¹ Information provided pursuant to Art. 123-bis, second paragraph, letter d) of the Consolidated Law on Financial Intermediation.

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

In addition, pursuant to Art. 19122 of Legislative Decree No. 39/2010, the Board of Statutory Auditors, in its role as the "Internal Control and Financial Auditing Committee"123, (hereinafter also ICFAC) is responsible for:

a) informing the Board of Directors of the outcome of the statutory audit and provide it with the report prepared by the audit firm (the so-called additional report)124, along with its own comments;

b) monitoring the financial reporting process and submit recommendations or proposals to ensure its integrity;

c) monitoring the effectiveness of the Company's internal quality control and risk management systems and its internal audit, regarding Eni's financial reporting, without breaching its independence;

d) monitoring the statutory audit of the annual and consolidated financial statements, taking into account any findings and conclusions by Consob;

e) reviewing and monitoring the independence of the audit firm, in particular the appropriateness of the provision of non-audit services125;

f) being responsible for the procedure for the selection of auditors or of the audit firm and recommend to the Shareholders' Meeting the auditors or the audit firms to be appointed126. In accordance with Art. 153 of the Consolidated Law on Financial Intermediation, the Board of Statutory Auditors presents the results of its supervisory activity to the Shareholders' Meeting in a report that accompanies the financial statements.

In the report, the Board of Statutory Auditors also discusses its monitoring of Eni's procedures for compliance with the principles set out by Consob concerning related parties127, as well as their respect based upon information received.

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

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

assesses the offers of audit firms for the award of the engagement for the statutory audit of the accounts and formulates a reasoned proposal for the Shareholders' meeting concerning the appointment or termination of the audit firm;
approves the procedures for the prior authorisation of permitted non-audit services and assesses requests to use the audit firm for permitted non-audit services128;
examines the periodic reports from the external auditor relating to: (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatments preferred by the external auditor; (c) other material written communication between the external auditor and management;
formulates recommendations to the Board of Directors concerning the resolution of disputes between management and the audit firm concerning financial reporting.

Monitoring pursuant to Consolidated Law on Financial Intermediation

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

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

¹²² As amended by Legislative Decree No. 135/2016, which transposed Directive 2014/56/EU on statutory audits.

¹²³ The responsibilities assigned under the decree to the "Internal Control and Financial Auditing Committee" are consistent and substantively in line with the duties already assigned to the Board of Statutory Auditors of Eni, with specific consideration of its role as the "Audit Committee" under the US Sarbanes - Oxley Act (discussed in further detail below).

¹²⁴ See Art. 11 of Regulation (EU) No. 537/2014 concerning statutory audit (hereinafter also "European regulation on statutory audit"). ¹²⁵ See Arts. 10, 10-bis, 10-ter, 10-quater and 17 of Legislative Decree No. 39/2010 and Arts. 5 and 6 of the European regulation on statutory audit.

¹²⁶ See Art. 16 of the European regulation on statutory audit. The Board of Statutory Auditors in its capacity as the ICFAC submits a reasoned recommendation containing at least two alternatives for granting the engagement and expresses an appropriately justified preference for one of the two.

¹²⁷ The oversight function of the Board of Statutory Auditors is governed by Art. 2391-bis of the Italian Civil Code, Art. 4, paragraph 6 of the Consob regulation on related parties transactions, as well as the relevant internal regulations, to which a chapter of the "Internal Control and Risk Management System" section of this Report is dedicated. On December 10, 2020, Consob approved the amendments to the aforementioned Regulation which must be applied from July 1, 2021.

⁶⁷ ¹²⁸ In accordance with the European regulation on statutory audit, non-audit services permitted under the applicable regulations may be awarded subject to approval of the ICFAC.

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

examines reports from the Chief Executive Officer and Head of Accounting and Financial Statements/Financial Reporting Officer of Eni SpA concerning (i) any significant deficiency in the design or operation of internal controls which are reasonably likely to adversely affect the Company's ability to record, process, summarise and report financial information and any material weakness in internal controls; and (ii) any fraud that involves management or other employees who have a significant role in the internal controls;
approves procedures concerning: (a) the receipt, filing and processing of reports received by the Company regarding accounting issues, the internal accounting control system or the statutory audit; (b) the confidential or anonymous submission by any person, including Company employees of reports concerning questionable accounting or audit issues (so-called whistleblowing). The Board of Statutory Auditors, in its capacity as the Audit Committee, approved the "Procedure for whistleblowing reports received, including anonymously, by Eni SpA and by its subsidiaries in Italy and abroad" 129 (most recently on April 17, 2020). The procedure, the conformity of which to best practices was checked by independent external advisors in the past, is an annex to the Management System Guideline (MSG) "Internal control and risk management system" and is also an important tool for the purposes of internal anti-corruption regulations, also meeting the requirements of the Sarbanes-Oxley Act of 2002, the Code of Ethics, the organization, management and control Model pursuant to Italian Legislative Decree No. 231/2001 and the Anti-Corruption MSG.

Finally, the Board of Statutory Auditors is also assigned specific duties relating to nominations and compensation, among other things. These duties are described in the specific sections on those topics in this Report or in the Remuneration Report.

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

On June 15, 2005, the Board of Statutory Auditors approved internal rules governing its performance of the duties assigned to it under that US legislation. The text of the rules is available on Eni's website. 130

3.8.2 Composition and appointment

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

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

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

Under the provisions of the By-laws, the submission, filing and publication of slates are governed by the procedures established for the Board of Directors131 and the provisions of Consob regulations.

Slates shall be divided into two sections: the first containing candidates for appointment as standing Statutory Auditors and the second containing candidates for appointment as alternate Statutory Auditors. At least the first candidate in each section must be entered in the register of auditors and have carried out statutory audit activities for no less than three years. The slates are accompanied by:

(i) information identifying the shareholder or shareholders who have submitted the slate, indicating the overall percentage of shareholding; (ii) statements from shareholders other than those who hold a controlling or plurality equity interest certifying that they are not related to the latter; (iii) a personal and professional curriculum vitae; (iv) statements from each candidate certifying that they meet the requirements established under applicable regulations; (v) statements from each candidate accepting the candidacy; (vi) a list of positions held in other companies.

The Board of Statutory Auditors is composed of five standing members and two alternates

Two standing members, including the Chairman, are designated by non-controlling shareholders

¹²⁹ For more information, see section "Procedure for whistleblowing reports received, including anonymously, by Eni SpA and by its subsidiaries in Italy and abroad" in this Report.

¹³⁰ The Rules were subsequently updated following regulatory and organizational innovations and they are available at the address: https://eni.com/en-IT/about-us/governance/board-of-statutory-auditors.html.

¹³¹ See section "Appointment" of the chapter "Board of Directors" in this Report.

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

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

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

As regards the composition and appointment of the Board of Statutory Auditors, as in the case of the Board of Directors, the Extraordinary Shareholders' Meeting of May 8, 2012 amended the By-laws of the Company so as to ensure gender balance in the management and control bodies of listed companies upon their initial appointment and in the case of replacement of members during the term. These provisions are applicable to the first three appointments of these bodies subsequent to August 12, 2012.

Eni By-Laws132 were modified with a resolution of the Board of Directors on February 27, 2020 to specify, with reference to the appointment of the Board of Statutory Auditors, the new quota to be reserved for the less-represented gender (equal to two standing Auditors) and eliminate statutory provisions no longer in line with the law and, in particular, the provision according to which the number of representatives of the less represented gender in the Board of Statutory Auditors must at least be equal to one (Art. 28.2).

With specific reference to the replacement of Auditors, the By-laws establish that if replacement results in non-compliance with gender-balance rules, the Shareholders' Meeting must be called as soon as possible to approve the necessary resolutions to ensure compliance.133

On May 13, 2020 the Shareholders' Meeting appointed the Board of Auditors for a term of three years until the date of the Shareholders' Meeting called to approve the financial statements for 2022: Rosalba Casiraghi (Chairman), Enrico Maria Bignami, Giovanna Ceribelli, Mario Notari, and Marco Seracini, standing Statutory Auditors; Roberto Maglio and Claudia Mezzabotta, alternate Statutory Auditors. Giovanna Ceribelli, Mario Notari, Marco Seracini (standing Statutory Auditors) and Roberto Maglio (alternate Statutory Auditor) were appointed on the basis of the slate submitted by the Ministry of the Economy and Finance, 134 which at the time held about 4.34% of the share capital and voted by the majority of the shareholders participating in the Shareholders' Meeting (i.e., about 90.84% of voting capital), equal to 51.81% of share capital (around 57.04% of the share capital was present at the vote).

Rosalba Casiraghi, Enrico Maria Bignami (standing Statutory Auditors) and Claudia Mezzabotta (alternate Statutory Auditor) were elected on the basis of the slate submitted by a group of Italian and foreign institutional investors, 135 which at the time held about 1.34% of the share capital and voted by the minority of the shareholders participating in the Shareholders' Meeting (i.e. about 7.77%), equal to 4.43% of share capital (around 57.04% of the share capital was present at the vote).

On September 1, 2020, the alternate auditor Roberto Maglio, listed on the slate submitted by the Ministry of Economy and Finance, took over from the standing auditor Mario Notari who resigned. The Statutory Auditor will remain in office until the next meeting, which will appoint the standing and alternate auditors necessary for the integration of the Board.

Rosalba Casiraghi, the first candidate for standing Statutory Auditor listed on the slate submitted by minority shareholders, was appointed as Chairman of the Board of Statutory Auditors, with the favourable vote of 26.21% of the entire share capital of the Company, equal to about 97.22% of the voting capital. Around 26.95% of the share capital took part in the vote (composed of shareholders other than the Ministry of the Economy and Finance and Cassa Depositi e Prestiti SpA).

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

Statutory Auditors appointed by 2020 Shareholders' Meeting

¹³² See Articles 28 and 34 of the Company By-laws. The provisions aimed at ensuring compliance with current legislation on gender balance shall apply to six consecutive terms of the Board of Statutory Auditors from the first appointment after January 1, 2020. ¹³³ For more information, please see the "Policy for diversity and gender balance on corporate Boards" section of this Report.

¹³⁴ The slate submitted by the Ministry of the Economy and Finance was as follows: Marco Seracini, Mario Notari and Giovanna Ceribelli, candidates as standing Statutory Auditors; Roberto Maglio and Monica Vecchiati, candidates as alternate Statutory Auditors. ¹³⁵ The slate submitted by the institutional investors was as follows: Rosalba Casiraghi and Enrico Maria Bignami, candidates as standing Statutory Auditors; Claudia Mezzabotta, candidate as alternate Statutory Auditor.

ROSALBA CASIRAGHI

Year of birth: 1950 Position: Chairman In office since: April 2017 Slate elected on: minority (Italian and foreign institutional investors)

She is certified public auditor. She is currently Chairman of the Board of Statutory Auditors of Daphne 3 SpA and standing Statutory Auditor of Whirlpool EMEA SpA and Società per azioni Esercizi Areoportuali S.E.A.. She is Chairman of Illimity Bank SpA and Director of Luisa Spagnoli SpA, SPA.PI SpA, SPA.IM Srl and Autogrill SpA. She is Auditor of Fondazione Telecom and of Fondazione Istituto Sacra Famiglia ONLUS.

Experience

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

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

From 1986 to 2000, she was Director of Gpf&Associati, an institute for market research. From 1994 to 2001 she was member of the Italian Commission on Privatization at the Italian Ministry of Economy and Finance. From 1999 to 2003 she was standing Statutory Auditor of Pirelli. From 2001 to 2003 she was Director of Banca Primavera (Banca Generali). From 2003 to 2006 she was standing Statutory Auditor of Telecom Italia. From 2005 to 2006 she was standing Statutory Auditor of Banca Intesa. From 2007 to 2013 she was Chairman of Nedcommunity (the Italian association of Independent Directors). From 2007 to 2016 she was member of Supervisory Board of Banca Intesa San paolo. From 2008 to 2012 she was standing Statutory Auditor of Industrie De Nora. From 2008 to 2013 she was Chairman of the Board of Statutory Auditors of Banca Cr Firenze. From 2009 to 2012 she was Director of Alto Partners Sgr. From 2009 to 2012 she was Director of Biancamano. From 2009 to 2014 she was Director of NH Hotels SA. From 2012 to 2016 she was Member of the Board of Università degli Studi di Milano. From 2012 to 2015 she was Chairman of the Board of Statutory Auditors of NPL Non Performing Loans. From 2013 to 2015 she was Chairman of the Board of Statutory Auditors of Telecom Media. From 2014 to 2017 she was standing Statutory Auditors of Fabbrica Italiana Lapis F.I.L.A. From 2014 to 2017 she was standing Statutory Auditors of Persidera (TIM group). From 2016 to 2017 she was Chairman of the Board of Statutory Auditors of Banca popolare di Vicenza (Fondo Atlante).

From 2008 to 2018 she was Chairman of Statutory Auditors of Nuovo Trasporto Viaggiatori (Italo). From 2011 to 2019 she was Director of FSI SGR and from 2014 to 2019 she was Director of Recordati. In recent years, she has contributed to the publication of several books on control systems and on corporate governance; she also contributed to business press, in particular for many years she had been

technical advisor on economic and financial issues. She graduated in Business Administration, faculty of economics, from the Luigi Bocconi University in Milan.

ENRICO MARIA BIGNAMI

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

He is a certified chartered accountant and a certified public auditor. He is a founder and managing partner of "Bignami Associati ‐ Consulenza Aziendale Societaria Tributaria". Currently, among others, he is member of the Watch Structure of Luxottica Group SpA, non-executives and independent Director of Masi Agricola SpA, Chairman of the Board of Statutory Auditors of Luisa Spagnoli SpA, Aon Reinsurance Italia SpA, Carcano Antonio SpA; standing Statutory Auditor of Butangas SpA, Chairman of Watch Structure of FSI SGR SpA and member of the Watch Structure of Luigi Bocconi University.

He is in the Board of Directors of LILT - Lega per la lotta contro i tumori - provincial section of Milan. He is Leader of Topic Governance of Bocconi Alumni; he is member of the Board of Directors of Nedcommunity a non-executives and independent administrator's association, in that context he coordinates the Reflection Group which adopted the "Principles of corporate governance for unlisted SMEs"; he is member of another Reflection Group dedicated to the topic of Controls and Risks, where he has participated in in-depth analyzes on many topics, including: the evaluation of the risk management and internal control system; the integration of strategic planning and risk management processes; the agenda of the control and risk committee; the EU reform on Audit and the impacts on the Board of Statutory Auditors and the Control and Risk Committee; Sustainability, non-financial information and integrated risk management; the evolution of the ERM framework; cyber risk and role of the Control and Risk Committee.

Experience

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

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

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

Moreover, he is speaker in conferences and workshops on various topics, including: "built to last" companies, governance and the system of controls in listed and unlisted companies, governance and organization in the restructuring, internal audit and risks, the allocation to the Board of Statutory Auditors of the functions of the Watch Structure. He wrote articles and interventions on governance in the "Rivista dei Dottori Commercialisti", "L'Impresa" and HBR Harvard Business Review.

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

GIOVANNA CERIBELLI

Date of birth: 1948 Position: Standing Auditor In office since: May 2020 Slate elected on: majority (Ministry of the Economy and Finance)

She is a chartered accountant and certified public auditor. She is Chairman of the Board of Statutory Auditors of Retipiù Srl in Desio and of the Enasarco Foundation in Rome as well as auditor of the Municipality of Cologno al Serio (BG), of the Municipally of Gazzada Schianno (VA) and of the Union of Municipalities of Valsaviore (BS).

Experience

She was Chairman of the Board of Statutory Auditors with the role of accounting auditor of Viadana Sviluppo SpA - in liquidation (until 2017), of the Local Social Welfare and Healthcare Authority of Franciacorta - Lombardy Region (until 2016), of the social cooperative "Città del Sole" of Bergamo (until 2015) and of SO.GE.TEC Srl (until 2010).

She was Statutory Auditor with the role of accounting auditor of Gestione Servizi Desio Srl, a company owned by the Municipality of Desio until 27th July 2020; she was Statutory Auditor and accounting auditor of B.E.A. SpA in Desio (from 2013 to 2016), of Ken Electric Srl - in liquidation, of Il Trasporto SpA of Perego one company of the Silea SpA Group (until 2010), of the Hospital of Desio and Vimercate (from 2012 to 2015) and of the Hospital of Bolognini di Seriate (from 2009 to 2012).

She was auditor of the Municipality of Caprino Bergamasco (BG) in her capacity as City Coucillor, and of other municipalities of the Lombardy Region (Monte Marenzo, Oltre Il Colle, Vaprio d'Adda, Costa Serina, Dalmine, Boltiere, Pusiano, Rosate and Vedano Olona) as well as the municipal enterprise of the Municipality of Calolziocorte.

Furthermore, she served as a Councillor of ARAC (Regional Anti- corruption Agency) of the Lombardy Region from 2016 to 2019.

She graduated in Economics and Trade with a major in business administration from the Università Luigi Bocconi of Milan.

ROBERTO MAGLIO

Date of birth: 1972 Position: Alternate Auditor, took over as Standing Auditor following the resignation of Mario Notari In office as Standing Auditor since: September 2020

Slate elected on: majority (Ministry of the Economy and Finance)

He is a certified chartered accountant and a certified public auditor. He is Professor of Business Administration at the Department of Economics, Management, Institutions of the "Federico II" University in Naples and has a PhD in "Business Communication in international theory and practice". He is Professor of Executive Accounting in the Master's programme of Marketing & Service Management at the "Federico II" University. He is a qualified expert in civil and criminal practice for the Court of Naples. He is the Chairman of the Board of Statutory Auditors of Gadget Plus Spa and is Statutory Auditor of M.T.R. Srl, Q8 Quaser Srl, Mares Srl and Kai Srl in liquidation.

Experience

He has served as public auditor and Statutory Auditor for many companies in the real estate, oil, aerospace and holding company sectors.

He regularly serves as a court-appointed expert with the Court of Naples and in this capacity has worked as an expert witness in civil and criminal disputes and arbitrations. He deals mainly with issues related to financial reporting, corporate taxation, due diligence and corporate finance transactions.

He is a member of "SIDREA" (the Italian Society of Instructors of Accounting and Business Administration), of "AIDEA" (the Italian Academy of Business Administration) and of "EAA" (the European Accounting Association).

He is Professor of Accounting, Business Administration and Financial Reporting at the "Federico II" University in Naples for the 2021-2022 academic year.

He is the author and co-author of numerous scientific publications, also international, on business administration, finance and corporate governance.

He participated in the AIDEA working group on "Principles of Crisis Management" which contributed to the drafting of "Principles of Certification of Recovery Plans", approved in 2014 by the National Council of Chartered Accounts and Accounting Experts "CNDCEC".

Moreover, he participated in the joint "CNDCEC" - "SIDREA" working group that produced the "Guidelines for the valuation of companies in crisis".

He graduated summa cum laude in Economics from the "Federico II" University in Naples.

MARCO SERACINI

Date of birth: 1957 Position: Standing Auditor In office since: May 2014 Slate elected on: majority (Ministry of the Economy and Finance)

He is a certified chartered accountant, registered in the register of Florence, and a certified public auditor. He is currently, among others, Chairman of the Board of Statutory Auditors of Ing. Luigi Conti Vecchi SpA – Eni Group, and Eni Angola SpA – Eni Group. Statutory auditor in Trans Tunisian Pipeline Company SpA – Eni Group, Eni Fuel SpA – Eni Group, and Fondazione Stensen; Chairman of the Board of Statutory Auditors of Fondazione Giovanni Paolo II and of Progetto Agata Smeralda, Statutory auditor in Associazione Polimoda. He is and was member of various Watch Structure.

He graduated summa cum laude in Economics from the University of Florence.

He is contract Professor of Corporate Governance and member of Scientific Committee of Applied Economics Study Center (CSEA) at the "Università Cattolica del Sacro Cuore" of Milan. Lecturer in Corporate Governance at the University of Florence and at the "Università Cattolica del Sacro Cuore" of Milan in 2017-2018-2019-2020. Professor for the Master Degree Course on fiscal discipline in 2015 and 2016 at the "Università Cattolica del Sacro Cuore" of Milan. He was external professor at the University of Florence for the Department of Business Sciences. He is currently a member of the Committee for the Review of the Rules of Conduct of the Board of Statutory Auditors of Listed Companies, established by the National Council of Certified Chartered Accountants and in this role, coeditor of the Rules of Conduct of the Board of Statutory Auditors of Listed Companies published in April 2018. From 2014, he is a member of the Research Group - Corporate Law Area - of the National Council of Certified Chartered Accountants. He was a member of National Study Commission of National Council of Certified Chartered Accountants about "Statutory audit of municipalities and public bodies". He is Technical Advisor of the Court of Florence and certified Judicial Administrator. He is a founder and member of Scientific Committee of Assobenefit (National Association for the benefit companies) and he is founder and member of the Governing Committee of AICAS – Italian association of Directors and Statutory Auditors. He is a member of Nedcommunity, a non-executives and independent administrator's italian association.

Experience

He is and was Chairman of the Board of Statutory Auditors or Standing Auditor of many leading companies, including listed companies, as well as director and auditor of companies, Public Entities and Foundations. He carries out and carried out professional activities, is the author of many publications and holds conferences mainly on matters of regulated markets, companies, corporate governance, benefit companies, tax law, contracts, Watch Structure, company crises, bankruptcy legislation and judicial administration, public companies, non-profit and voluntary work.

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

Pursuant to the Consolidated Law on Financial Intermediation, the Statutory Auditors must meet specific independence requirements, as well as experience and integrity requirements, as established in the Requirements

pursuant to law and Corporate Governance Code regulations issued by the Minister of Justice in agreement with the Minister of the Economy and Finance.136 In addition, the 2018 Corporate Governance Code recommends that the Statutory Auditors should be selected from among persons who would also qualify as independent under the criteria established by the Code.137 Compliance with those criteria is verified by the Board of Statutory Auditors. The new Corporate Governance Code which Eni adopted, applicable from January 1, 2021, also recommends that all members of the control body possess the independence requirements envisaged by recommendation 7 for Directors (Recommendation 9 of the new Code).

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

In addition, all of the Statutory Auditors currently in office are entered in the register of certified auditors.

The Statutory Auditors in office, and, as to Auditor Roberto Maglio, when taking over the position following the resignation of Mario Notari, declared that they fulfilled the independence, integrity and professional requirements set forth in the applicable regulations upon their appointment.

After their appointment, and following the takeover of the Auditor Roberto Maglio, the Board of Statutory Auditors verified that the above requirements were satisfied, including those regarding independence as indicated in the Corporate Governance Code for Directors. The Board of Directors made their own verifications at the meeting held on May 14, 2020 after the appointment by the Shareholders' Meeting and on September 15, 2020 following the takeover of Auditor Roberto Maglio.

Most recently on February 15, 2021, the Board of Statutory Auditors confirmed that the independence requirements above continued to be satisfied based upon the criteria set out in the new Corporate Governance Code for Directors, as well as the integrity requirements demanded of all its members. At its meeting on February 18, 2021 the Board of Directors made its own verification.

Meeting on May 14, 2020, and then on February 15, 2021, the Board of Statutory Auditors, in its role as "Internal Control and Financial Auditing Committee", also evaluated its satisfaction of the requirements imposed by the provisions of Art. 19 of Legislative Decree No. 39/2010, as amended by Legislative Decree No. 135/2016 providing that "the members of the internal control and financial auditing committee, as a body, are competent in the sector in which the company being audited operates" and verified compliance with the requirements for members of the Board of Statutory Auditors in their capacity as "Audit Committee financial experts", for the purpose of US law.

Pursuant to applicable regulations, persons may not hold office in a control body of an issuer if they hold the same office in five other listed companies. As long as they hold office in the control body of just one issuer, persons may hold other management and control positions in Italian companies, within the limits specified in the Consob regulations.

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

3.8.4 Meetings and operational procedures

The Statutory Auditors, simultaneously with the Directors, receive documentation of the issues on the agenda to be discussed at the Board of Directors meetings, and according to the Bylaws the Board of Directors and CEO shall report, on at least a quarterly basis or, in any case, during the Board of Directors meetings on the activities performed and on transactions with the greatest impact on the performance

Periodic verification of requirements

Reporting and documentation to the Board of Statutory Auditors

¹³⁶ "Regulation containing the guidelines for establishing the professional and integrity requirements for members of the Board of Statutory Auditors of listed companies, issued in accordance with Art. 148 of Legislative Decree No. 58 of February 24, 1998" set forth in Decree No. 162 of March 30, 2000.

¹³⁷ The independence requirements for Directors contained in the 2018 Corporate Governance Code are described in the sections of the Report specifically on the Code recommendations, the governance choices made by Eni's Board of Directors and the requirements for Directors. As regards Eni's governance decisions in this area, the Board of Statutory Auditors feels that the limit of 30% established by the Board for additional remuneration that could compromise independence (see Criterion 3.C.1, letter d) of the 2018 Corporate Governance Code) does not include any remuneration received by the Statutory Auditors for positions held on the control bodies of subsidiaries of Eni, taking due account of the 1997 Consob recommendation on the "group statutory auditor". In any case, the appointment of statutory auditors in group companies takes place in compliance with the provisions and limits on the maximum number of offices provided for by the internal regulations governing the composition of the control bodies of subsidiaries. Furthermore, the aforementioned limit does not include the remuneration received by the Statutory Auditor for serving as members of the 231 Supervisory Body of Eni SpA. This application method is highlighted in the text of the 2018 Corporate Governance Code published on the Company's website. The assessment of the independence requirements carried out in February 2021 also took into account the provisions of the new Corporate Governance Code and has been carried out in accordance with the aforementioned application method.

and financial position carried out by the Company and its subsidiaries, in addition to providing a comprehensive bimonthly statement on transactions carried out with related parties and in particular on transactions in which Directors or Statutory Auditors have an interest, in compliance with the corporate procedure governing transactions with related parties.138

Under that procedure, the Statutory Auditors must inform the Board of Directors and the other Statutory Auditors of any personal or third-party interests they hold in relation to any given transaction of the Company.

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

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

The Board of Statutory Auditors, in charge as from May 13, 2020, met 14 times in 2020. 139 The average duration of the meetings was 4 hours and 11 minutes. In 2020: (i) on average 96% of the Statutory Auditors attended the meetings of the Board of Statutory Auditors; (ii) 96% of the Statutory Auditors attended the meetings of the Board of Directors.

In addition, from May 13, 2020, the date of appointment of the Board of Statutory Auditors, the Chairman of the Board or an Auditor designated by her, or with regard to certain issues, the entire Board of Statutory Auditors attended all of the Control and Risk Committee meetings and the meetings of the other Committees of the Board of Directors140 with the sole exception of a meeting of the Sustainability and Scenarios Committee in which no Statutory Auditor attended. 141

In 2021, at March 18, 2021, the Board of Statutory Auditors held ten meetings. Another 15 meetings are scheduled before the end of the year.

In 2020, the Board of Statutory Auditors participated in specific induction and training initiatives carried out for the Auditors, the Directors and for the other Board Committees.

For more information on the Board Induction, please refer to the section "Board Induction".

The tables attached to this Report show the participation of each Statutory Auditor in the meetings of the Board of Statutory Auditors and the Board of Directors.

3.8.5 Review and advice for shareholders on the composition of the Board of the Statutory Auditors

Review for 2020

As was the case in the previous years, complying the provisions of the Rules of Conduct of the Board of Statutory Auditors issued by the National Council of Chartered Accountants and Accounting Experts, the Board of Statutory Auditors performed an assessment of its own composition and operation.

This process, carried out with the support of an external consultant (Crisci & Partners) in order to strengthen its objectivity, was the first self-assessment of the new term and showed the overall effectiveness and efficiency of the Board's action, despite the contingent situation caused by the health emergency related to the Covid-19 pandemic. The process also confirmed the commitment of the Board of Statutory Auditors to engage in a constant interaction with the Board of Directors and the Board Committees as well as the Boards of Statutory Auditors of subsidiaries. The specific induction programmes and the initiatives for increasing the understanding of the various businesses, launched by the Company after the appointment of the corporate bodies, also contributed to the effectiveness of the Board of Statutory Auditors' action. In this regard, the Board of Statutory Auditors highlighted the need to continue and strengthen the programmes of in-depth analysis in the specific sectors in which Eni operates. The Board of Statutory Auditors positively assessed the mix of skills, knowledge and Board of Statutory Auditors Review

¹³⁸ For more details, please see the relevant section of this Report.

¹³⁹ The Board of Statutory Auditors in office until May 13, 2020 met ten times in 2020. The average duration of the meetings was 4 hours and 9 minutes. The Board of Statutory Auditors participated in its entirety in all the meetings of the Board itself and in the Board meetings.

¹⁴⁰ The Chairman of the Board of Statutory Auditors in office until May 13, 2020, or a Statutory Auditor delegated by her or the entire Board of Statutory Auditors attended all five meetings of the Control and Risk Committee and the meetings of the other Committees of the Board.

¹⁴¹ In 2020 the Statutory Auditor Marco Seracini also conducted four individual controls in the course of examining the quarterly reports prepared in accordance with internal rules governing the process of receiving analysis and handling whistleblowing reports sent or transmitted to Eni, including confidentially or anonymously, concerning problems relating to internal control and risk management, financial reporting, the Company's administrative liability, fraud and other matters (whistleblowing). In December 2020, the Statutory Auditors Giovanna Ceribelli and Roberto Maglio also started an individual in-depth activity on the procurement process and the anticorruption compliance model in order to report to the Board of Statutory Auditors.

experience of the body as a whole. Activities carried out in its role as Internal Control and Financial Auditing Committee were also reviewed and positively assessed within the self-assessment exercise.

Advice for shareholders on the composition of the Board of Statutory Auditors

In the run-up to the Shareholders' Meeting of May 13, 2020 which appointed the new corporate bodies, the outgoing Board of Statutory Auditors, drawing on its experience and the results of a self-assessment, provided the Shareholders with an outline of the skills and professional experience that, in addition to statutory requirements, most contributed to its efficient and effective operation.

Advice for shareholders

The advice, described below, was published on the Company's website on March 2, 2020.

"It is important to underline that, since Eni is listed on the New York Stock Exchange, the Board of Statutory Auditors (hereafter also "Board") also performs the role and duties of an Audit Committee pursuant to SEC rules and the Sarbanes-Oxley Act, i.e. it carries out functions additional those envisaged by applicable legislation for issuers listed on the Italian market.

Over the three-year term, the Board of Statutory Auditors functions were expanded pursuant to the reform of the statutory audit discipline implemented at European level, which assigned additional disclosure and monitoring activities to this body.

Likewise, the introduction of the rules on non-financial reporting included additional supervisory activities on the compliance with the relevant provisions.

Finally, it should be remembered that, in the next term, the Board will have to continue the onerous task of monitoring the proceedings started by Italian and foreign authorities involving the Company and some of its managers. Based on the Board's past experience, it is essential that prospective Auditors have sufficient time to devote to Eni in order to be able to perform their role effectively. In addition to the reasons clarified above, this requirement is mainly related to the complexity of the Group, both in terms of its geographical scope and areas of business.

To be able to monitor the effective functioning of the internal control and risk management system, besides ensuring robust scheduling of the Board activities, it is essential to provide intense induction support as well as ensuring participation in the meetings of the various Board of Directors committees. This allows Auditors to gain a deeper understanding of the issues and decisions presented in more concise form during the Board of Directors meetings.

The supervision of financial and non-financial reporting, required of the Board also in its capacity as the Audit Committee, requires appropriate experience in large listed multinational companies with complex governance arrangements, and attention to the issues related to the current energy transition.

The Board of Statutory Auditors also acknowledges the value of diversity in its composition, both in terms of gender and professional background, and underscores the importance recognised in the Company By-laws of economics and company law. Furthermore, in order to comply with the regulatory requirement for the Board as a whole to have industry-specific competence, it is necessary to ensure the continuity of the skills acquired.

Finally, an additional requirement for the efficient and effective functioning of the Board has been identified in the ability to work in a team and manage complexities in a constructive and balanced way. Decisive in this regard is the role of the Chairman, whose authority is essential both for creating cohesion and collaboration between Board members, and in the interaction with other corporate bodies, structures and people in general, and those responsible for the internal control and risk management system in particular.

As required by the rules of conduct for the boards of statutory auditors of listed companies issued by the National Council of the Italian accounting profession, the Board of Statutory Auditors also deems it appropriate to provide guidelines to enable shareholders and candidates to assess the adequacy of the proposed remuneration package for the office of Statutory Auditor of Eni SpA, also in relation to the amount of work necessary to perform the job.

During the 2017-2019 term, meetings of the Board of Statutory Auditors, the Board of Directors and Shareholders Meetings totalled one hundred and ten. The Board also participated, in its entirety or in the person of its Chairman or a delegate, in all the meetings of the Control and Risk Committee, the other Board of Directors committees, and met periodically with the 231 Supervisory Body, for a further one hundred and thirty-eight meetings. This must be added to the time dedicated to the preparation of meetings, including the prior analysis of large documentation, the subsequent revision of the voluminous minutes, and frequent informal meetings.

In line with best practices, the remuneration of non-executive directors, including remuneration for participation in the Board of Directors committees, can provide a useful indication for assessing the adequacy of the overall remuneration of Board members.

Finally, the adequacy of the remuneration of the members of the Board of Statutory Auditors should be examined also in consideration of recent regulations which significantly expanded the duties and responsibilities of the Board, its role as Audit Committee pursuant to SEC regulations and the taxing work entrusted to Eni's control body."

3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM142

In order to promote and maintain an adequate Internal Control and Risk Management System (ICRMS), Eni utilises organisational, informational and regulatory tools, aimed at making it possible to identify, measure, manage and monitor the main risks that Eni faces and, in line with the new 2020 Corporate Governance Code which Eni adopted, contribute to the sustainable success of the company.

This system is integrated into the organisational, administrative and accounting structure, and more generally into Eni's Corporate Governance framework, and is based upon corporate governance recommendations, taking into consideration national and international reference models and best practices, aimed at strengthening their overall effectiveness and efficiency, taking account of the international nature of the Company.

In this context, particular attention is paid to compliance, which Eni consider a key factor in protecting the Company from risks, safeguarding its assets and contributing to the effectiveness and efficiency of all business activities. To this end, Eni's rules in the individual areas of compliance are conceived from a "risk driven" perspective and filtered through international best practices.

On December 23, 2020, Eni's Board of Directors resolved to adopt the new 2020 Corporate Governance Code, the recommendations of which are applicable as from January 1, 2021. In its meeting of January 21, 2021, the Board approved some adjustments and application procedures, including improvements, in compliance with Art. 6 of the new Code, relating to the Internal Control and Risk Management System.

Therefore, starting from January 1, 2021, the roles, responsibilities and regulatory instruments relating to the ICRMS must take into account the new recommendations of the 2020 Corporate Governance Code, as well as the decisions taken by the Board of Directors regarding the application procedures of the same recommendations.

Focus on compliance

¹⁴² This chapter is approved by the Board of Directors, subject to the opinion of the Control and Risks Committee; the section "Main features of the Risk Management and Internal Control System applied to the financial reporting process (Management System Guideline "Eni Internal Control System over Financial Reporting)", together with the section "Officer in charge of preparing financial reports", are also subject to the review of the audit firm pursuant to art. 123-bis, fourth paragraph, of the Consolidated Law on Financial Intermediation.

The information below relates to the application of the recommendations of the 2018 Corporate Governance Code in force until December 31, 2020, while specifying, where necessary, when it refers to the recommendations of the new 2020 Corporate Governance Code (hereinafter also the "new Code") or the application procedures, including improvements, approved by the Board of Directors in implementation of the new Code, if different from those already adopted pursuant to the 2018 Corporate Governance Code.

ICRMS guidelines and rules of implementation

The "Internal Control and Risk Management System Guidelines" approved by the Board of Directors, acting on a proposal from the Control and Risk Committee and having received the opinion of the Chairman for Internal audit-related issues, implement the 2018 Corporate Governance Code and define the architecture of the ICRMS, including with respect to information flows and procedures for implementation, which are mandatory for Eni SpA and all of its subsidiaries.

The Guidelines set forth the primary roles and responsibilities relating to the ICRMS, setting out the modes of interaction and coordination143 between the various actors involved, in order to maximise effectiveness and efficiency and reduce any duplication.144

The Guidelines were modified on October 25, 2018145 to reflect the changes in roles, responsibilities and information flows for the new Integrated Compliance process.

The implementation regulations, issued by the Chief Executive Officer and also modified on October 26, 2018 to take into account the amendments of the Guidelines, along with those on Integrated Risk Management and Integrated Compliance:

represent, develop and implement a model integrating the various existing elements of Eni's ICRMS;
provide all Eni management with a suitable framework for implementing this system;
ensure that the Board receives every six months for the ICRMS and every three months for risks146 a comprehensive representation of the various elements of the system on which to base its decisions.

Starting from January 1, 2021, the roles, responsibilities and regulatory instruments relating to the ICRMS must take into account the new recommendations of the new Code, as well as the decisions taken by the Board of Directors regarding the application procedures of the same recommendations. In particular, when applying the Principles and Recommendations of the new Code on the ICRMS, in addition to identifying the adjustment measures of the corporate regulatory instruments on the subject, the Board:

confirmed that the assessment of the adequacy and effectiveness of the ICRMS must take place every six months (an improvement over Principle XIX of the new Code);
established that the Board, upon the proposal of the Chief Executive Officer and with the support of the Control and Risks Committee, should define the guidelines of the ICRMS in the context of the Strategic Plan and in line with the strategies of the company, and assess their implementation annually, based on a report from the Chief Executive Officer, without prejudice to the ICRMS guidelines (the "ICRMS model") outlined in internal regulations (an improvement over Principle XIX of the new Code);
provided that the Board, upon the proposal of the Chief Executive Officer, after consulting the Control and Risks Committee and the Board of Statutory Auditors, should outline the principles ruling the coordination and information flows between the various subjects involved in the ICRMS (application method referred to Principle XX and Recommendation 37 of the new Code).

Most recently on March 18, 2021 the Board of Directors, having considered the HSE 2020 Report with 2021 plan, the Report of the Financial Reporting Officer, Integrated Compliance Report, the Reports of the Control and Risk Committee (including the part on the ICRMS organisational structure), the Report on administrative and accounting structure, the Report on the respect of financial risk limits and the Reports on Risks, having first received the opinion of the Control and Risks Committee, evaluated as positive: (i) the adequacy and effectiveness of the Internal Control and Risk Management System, in relation to the nature of the Company and its risk profile as well as the consistency with the corporate objectives; (ii) the adequacy of the powers and resources available to the Financial Reporting Officer as well as compliance with the administrative and accounting procedures prepared by the same; (iii) the adequacy and effectiveness of the ICRMS organizational structure in relation to the nature of the Company and its risk profile.

three months.

The evaluation of the Board on ICRMS

The Internal Control and Risk Management System Guidelines approved by the Board

¹⁴³ The information contained throughout this section of the Report is provided for the purposes of the disclosure required by Criterion (7.C.1.d) of the 2018 Corporate Governance Code.

¹⁴⁴ Criterion 7.P.3 of the 2018 Corporate Governance Code.

¹⁴⁵ The ICRMS guidelines were previously approved on March 14, 2013, incorporating the previous risk guidelines that the Board approved on December 13, 2012 after having received the opinion of the Control and Risk Committee.

¹⁴⁶ With its resolution of May 9, 2014, the Board of Directors increased the frequency of reports on risks from every six months to every

The following is a detailed description of the roles and duties of the actors in Eni's Internal Control and Risk Management System, the benchmark models, reporting flows and the assessments performed.

3.10 ACTORS AND DUTIES

3.10.1 Board of Directors

Pursuant to the resolution on the powers of the Board of Directors of May 14, 2020, the Board of Directors of Eni SpA plays a central role in the ICRMS and, in particular,

having examined the proposals of the Control and Risk Committee and having received the opinion of the Chairman on the part addressing Internal Audit issues, sets the guidelines for the ICRMS so as to ensure that the main risks to the Company and its subsidiaries are properly identified, measured, managed and monitored, as well as to determine the degree of compatibility of such risks with managing the business consistent with its strategic objectives;
approves the guidelines on internal audit activities, upon proposal of the Chairman, in agreement with the Chief Executive Officer and after consulting the Control and Risks Committee;
defines the nature and level of risk compatible with the strategic objectives of the company, also assessing all the risks that may be relevant in terms of sustainability in the medium to long term;
defines the guidelines for the management and control of financial risks, having heard the opinion of the Control and Risks Committee, and sets the financial risk limits of the Company and its subsidiaries;
having first received the opinion of the Control and Risks Committee approves at least annually - as most recently in the meeting of January 21, 2021 - the Audit Plan prepared by the Head of Internal Audit, after consulting the Chairman of the Board of Directors, the Chief Executive Officer and the Board of Statutory Auditors;147 approves also - as most recently at the meeting of January 21 , 2021 - the budget of the Internal Audit function, upon proposal of the Chairman of the Board of Directors, in agreement with the director in charge of the internal control and risk management system, subject to the favourable opinion of the Control and Risks Committee and having heard the Board of Statutory Auditors.148

Moreover, the Board:

establishes within itself a Control and Risk Committee to provide support in making evaluations and decisions pertaining to the ICRMS, as well as in relation to approving periodic financial reports;
has charged the CEO, who is the Director in charge of the Internal Control and Risk Management System, with the duty of implementing the guidelines and overseeing the system;
upon proposal of the Chairman, in agreement with the CEO in his capacity as Director in charge of the Internal Control and Risk Management System, having first received the favourable opinion of the Control and Risk Committee and in consultation with the Board of Statutory Auditors: (i) appoints and removes the Head of the Internal Audit function, also received the opinion of the Nomination Committee (ii) establishes the remuneration framework in line with corporate remuneration policies;
upon proposal of the Chief Executive Officer and in agreement with the Chairman: (i) having heard the opinion of the Nomination Committee and, for external members, also the Board of Statutory Auditors, appoints the 231 Supervisory Body pursuant to Legislative Decree no. 231 of 2001, determining its composition; (ii) establishes the remuneration of the members of the 231 Supervisory Body and (iii) approves the relative annual budget;
after assessing the compliance with professional and integrity requirements, appoints and dismisses the Officer in charge of preparing financial reports (the Financial Reporting Officer), on the proposal of the Chief Executive Officer, in agreement with the Chairman, after consulting the Nomination Committee, subject to a favourable opinion of the Board of Statutory Auditors. The Board periodically assesses the possession by the Financial Reporting Officer of the integrity requirements provided for by current legislation.

The Board's role in the governance of the ICRMS

¹⁴⁷ The Board of Directors approved the revised Audit Plan on July 29, 2020.

¹⁴⁸ Under exceptional and urgent circumstances requiring means and resources exceeding the budget, the head of the Internal Audit informs the Chairman of the Board who, acting in agreement with the CEO, proposes to the Board the approval of extra resources, after having received the opinion of the Control and Risk Committee and of the Board of Statutory Auditors.

In order to perform its management and strategic oversight duties, the Board, having received the opinion of the Control and Risk Committee:

examines the main business risks, identified by the CEO, taking into account the nature of the activities of the Company and its subsidiaries, and submitted by the CEO at least once every three months;
evaluates once every six months the adequacy of the Internal Control and Risk Management System, with regard to the characteristics of the business and its risk profile compatible with the business objectives and its effectiveness as well as the adequacy of means and powers of the Financial Reporting Officer and the effective compliance with administrative and accounting procedures prepared by said Officer;
annually evaluates the adequacy of the organizational structure of the Internal Control and Risk Management System with respect to the features of the Company and its risk profile as well as its effectiveness, except when changes require a six-monthly assessment, taking this into account also for the purpose of the assessment of the adequacy of the internal control and risk management system referred to in the previous point;
evaluates, after having heard the Board of Statutory Auditors, the findings contained in the suggestion letter of the audit firm or the additional report, together with any observations from the Board of Statutory Auditors, also informing the Board of the outcome of the statutory audit. At its meeting of June 24, 2020 the Board, having received the opinions of the Control and Risk Committee and of the Board of Statutory Auditors, shared the findings contained in the suggestion letter of the firm for 2019.

3.10.2 Chairman of the Board of Directors

Without prejudice for the other powers granted by the law, the By-laws and the corporate governance system as outlined by 2018 Corporate Governance Code, the Chairman plays an important role within the Board with regard to:

The role of the Chairman of the Board of Directors in the internal controls

the proposals for appointing and removing the main officers and bodies of the Company involved in control activities (231 Supervisory Body, Financial Reporting Officer, the Head of Integrated Risk Management, the Head of Integrated Compliance, and the Head of Internal Audit). More specifically, she manages the reporting between the Board of Directors and the Head of the Internal Audit function,149 and submits to the Board,150 in agreement with the CEO, the proposals on the appointment, removal and compensation structure for the Head of Internal Audit and the budget proposal to ensure that he has adequate resources to perform his duties;
the main rules governing the activities of the Internal Audit function (i) proposing the guidelines to the Board of Directors, in agreement with the CEO and in consultation with the Control and Risk Committee and (ii) approving the Management System Guidelines for Internal Audit activities, in consultation with the CEO and the Control and Risk Committee. The Chairman is also consulted on the approval of the ICRMS guidelines with regard to Internal Audit activities;
flows of information on the activities of the Internal Audit function, receiving along with the CEO, the Control and Risk Committee and the Board of Statutory Auditors, the results of the audit performed, as well as the periodic reports on the activities of Eni's Internal Audit function, on the procedure it follows in managing risks and on how well it is following the plan for their containment, in addition to specific reports prepared with regard to significant events.

The Chairman is also informed, along with the Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors, whenever the CEO asks the Eni's Internal Audit function to audit specific areas of operations and to verify compliance with internal rules and procedures in operations;

the request to perform audits of specific areas of operations and to verify compliance with internal rules and procedures in operations, having the option of asking the Head of the Internal Audit function, while simultaneously notifying the CEO, the Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors;
the activities of the Eni 231 Supervisory Body: Model 231 requires the 231 Supervisory Body to submit a Report every six months to the Chairman, the CEO, the Control and Risk Committee and the Board of Statutory Auditors. The Chairman also receives from the 231 Supervisory Body, along with the CEO, the Control and Risk Committee and the Board of Statutory Auditors, immediate notice if the particularly material or significant facts are uncovered;
participation of Executives and Heads of structures at Board Meetings: the Chairman may ask the CEO of Eni SpA, also at the request of one or more Directors, that the Executives of Eni SpA and of the Group companies, the Heads of the relevant functions (based upon the issues being addressed), attend Board meetings to provide information on items on the agenda.

The evaluations and decisions of the Board of Directors

¹⁴⁹ Without prejudice to his reporting to the Control and Risk Committee and the CEO, as director in charge of the Internal Control and Risk Management System.

¹⁵⁰The Control and Risk Committee issues its (favourable) opinion on proposals submitted to the Board. The Board makes a decision in consultation with the Board of Statutory Auditors. The Nomination Committee's opinion is also sought on the proposals concerning appointment and removal. Adjustments required by the adoption of new Code are pending.

The Board, in adopting the Principles and Recommendations of the new Code regarding the ICRMS, confirmed the tasks entrusted to the Chairman of the Board of Directors, as described above; in particular the roles of the Control and Risks Committee and the Nomination Committee with regard to the proposals of appointment, dismissal, budget and remuneration of the head of the Internal Audit function have been adapted to the new Code, which provides that the two Committees supporting the Board to the extent of their competence (application procedure referred to Recommendation 33, letter b).

3.10.3 Board of Statutory Auditors

In addition to the functions provided for by law, and in particular by Art. 149 of the Consolidated Law on Financial Intermediation, the Board of Statutory Auditors monitors the financial reporting process and the effectiveness of the Internal Control and Risk Management System, in accordance with the 2018 Corporate Governance Code, acting also as "Internal Control and Financial Auditing Committee" (ICFAC), pursuant to Legislative Decree No. 39/2010 and "Audit Committee" under US law. The duties of the Board of Statutory Auditors are described in the section on the "Board of Statutory Auditors" in this Report.

The monitoring of the general process of managing Company risks is performed through meetings with the Heads of the main business and functional areas, including the Head of Integrated Risk Management Unit and the Financial Reporting Officer, participation in meetings of the Board of Directors and the other Board Committees and the exchange of information with the audit firm. The Board of Statutory Auditors also meets periodically with the 231 Supervisory Body.

In this respect, the Board of Statutory Auditors receives the information required to perform its duties as well as the reports submitted and opinions expressed by the Company risk management bodies and functions.

The procedures for coordinating the functions of the Board of Statutory Auditors with those of the Internal Audit function and the Control and Risk Committee are described in the sections on these latter.

In the performance of its functions the Board of Statutory Auditors may avail itself of Company units, in particular the Internal Audit function and the Administration and Financial Reporting unit. For more information on the activities of the Board of Statutory Auditors, please refer to the report to the Shareholders' Meeting prepared in accordance with Art. 153 of the Consolidated Law on Financial Intermediation.

3.10.4 Control and Risk Committee

In line with recommendations of the 2018 Corporate Governance Code, Eni's Control and Risk Committee, established in 1994,151 supports the Board with adequate control processes in evaluating and making decisions concerning the ICRMS and in approving the periodic financial reports.152 Pursuant to the new Code, the Control and Risks Committee also supports the assessments and decisions of the Board relating to the approval of periodic reports, including those of a non-financial nature.

The Committee periodic reports to the Board of Directors are issued by the Committee, in line with Article 7.C.2, letter f) of 2018 Corporate Governance Code, on the occasion of the approval of the annual and semi-annual financial reports, and contain information on the activities carried out as well as the Committee's opinion on the adequacy of the Internal Control and Risk Management System. The aforementioned reports are drafted taking account of information provided by the FRO, the Head of the Internal Audit function and Eni's 231 Supervisory Body, the Head of Integrated Risk Management in their respective reports, and, more generally, on information obtained in performing its duties.

Pursuant to its own rules and in implementation of the recommendations of the 2018 Corporate Governance Code, the Committee advises the Board of Directors. Specifically, it:

issues a prior opinion: a) on and drafts recommendations and updates concerning the guidelines for the ICRMS to be approved by the Board of Directors;153 b) on the half-yearly evaluation of the overall adequacy and effectiveness of the ICRMS, with regard to the characteristics of the business and its risk profile; to this end, at least once every six months the Committee reports to the Board of Directors, on the occasion of the approval of the annual and semi-annual financial reports, on its activities and on the adequacy of the ICRMS; c) on the approval, once a year, of the Audit Plan; d) description, within the annual

Monitoring activities of the Board of Statutory Auditors on risks

Information flows and coordination with other control bodies and functions

Advisory role of the Committee to the Board

¹⁵¹ The Internal Control Committee, first established within the Board of Directors on February 9, 1994, changed its name to "Control and Risk Committee" by resolution of the Board of Directors on July 31, 2012, in accordance with the recommendations of the 2011 Corporate Governance Code. As to adjustments required pursuant to the adoption of the new Code, please see previous paragraphs. ¹⁵² For more information on the composition of the Committee, see the section on the "Control and Risk Committee" of the Board of Directors in this Report.

¹⁵³ The proposals of the Control and Risk Committee regard the policy indications for the ICRMS included in the Management System Guideline "Internal Control and Risk Management System", which is addressed in a specific section of this Report. The Committee gives opinions to the Board concerning the approval of certain regulatory instruments (e.g. the Management System Guideline on Compliance). Adjustments required by the adoption of new Code are pending, as explained in previous paragraphs.

report on corporate governance, of the main features of the internal control and risk management system and the methods of coordination between the parties involved, expressing its assessment of the overall adequacy of the same; e) on the evaluation of the suggestions of the audit firm reported in the management letter or in its additional report as accompanied by the opinions of the Board of Statutory Auditors;

issues its favourable opinion on the proposals formulated by the Chairman of the Board of Directors, in agreement with the CEO, concerning the appointment, the removal and the definition of the structure of the remuneration of the Head of the Internal Audit function, as well as the adequacy of the resources provided to the latter to perform his duties;
examines the main risks presented to the Board of Directors of Eni SpA and issues opinions on specific aspects concerning the identification of the main corporate risks;
examines and issues an opinion on the adoption and amendment of the rules on the transparency and the substantive and procedural fairness of transactions with related parties and those in which a Director or Statutory Auditor holds a personal interest or an interest on behalf of a third party, while performing the additional duties assigned it by the Board of Directors, including examining and issuing an evaluation on specific types of transactions, except for those relating to compensation;154
issues an opinion on the key guidelines of the Regulatory System and regulatory instruments to be approved by the Board of Directors, on their amendment or updating and, at the request of the CEO, on specific aspects concerning the instruments implementing the foundations.

In addition, the Committee, in assisting the Board of Directors:

monitors the independence, adequacy, efficiency and effectiveness of the Internal Audit function and oversees its activities, with respect to the duties in this area of the Board of Directors, and the Chairman of the Board on its behalf, ensuring that they are performed with the necessary independence and required level of objectivity, competence and professional diligence, in accordance with the Code of Ethics of Eni SpA and the international standards of the internal auditing profession.

In particular, the Committee assesses whether the Head of Internal Audit function satisfies the integrity, professionalism, expertise and experience requirements at the time of appointment and annually thereafter to verify that they continue to be met.

Moreover, the Committee examines: a) the results of the audit activities performed by the Internal Audit function; b) the periodic reports prepared by the Internal Audit function containing adequate information on the activities carried out, the conduct of risk management activities and compliance with risk containment plans, as well as reports on significant events. The periodic reports also provide an assessment of the adequacy of the ICRMS. The Committee may ask the Internal Audit function to audit specific areas of operations, upon notifying the Chairman of the Board of Statutory Auditors of the assignment;

examines, together with the Financial Reporting Officer, and having consulted the firm that conducts the Statutory Audit and the Board of Statutory Auditors, the proper application of the accounting standards (IFRS) and their consistent use in preparing the consolidated financial statements, prior to being approved by the Board;
examines and assesses (i) the Report prepared by the FRO on the basis of which it provides an opinion to the Board of Directors on the adequacy of the powers and resources assigned to the FRO and the state of compliance with administrative and accounting procedures, reporting on them to the Board in order for the Board to perform its supervisory functions as provided for by applicable law; (ii) communications and information received from the Board of Statutory Auditors and its members regarding the ICRMS; (iii) the periodic reports issued by Eni's 231 Supervisory Body; (iv) information on the ICRMS, including that provided in the course of periodic meetings with the competent Company structures, enquiries and reviews carried out by non-Eni Group parties;
examines the periodic reports prepared by the Integrated Compliance function on the results of Eni compliance activities.

In addition, the Committee, at the request of the Board, provides assistance, performing appropriate enquiries, to the Board of Directors in making assessments and decisions concerning risk management as it regards potentially prejudicial situations of which the Board of Directors is aware.

Finally, the Committee oversees the activities of the Legal Affairs function in case of judicial inquiries and proceedings, carried out in Italy and/or abroad, concerning the CEO and/or the Chairman of Eni SpA and/or a member of the Board of Directors and/or an Executive reporting directly to the CEO, even if no longer in office for crimes against the Public Administration and/or corporate crimes and/or environmental crimes, related to their mandate and their scope of responsibility.

In any event, the Committee shall establish an information exchange procedure with the Board of Statutory Auditors for the purposes of promptly sharing information necessary for them to complete their respective tasks and to coordinate their respective activities in areas for which they are jointly competent so as to ensure the orderly performance of Company business.

¹⁵⁴ For more information, please see the section "Management System Guideline Transactions involving the interests of Directors and Statutory Auditors and transactions with related parties" in this Report.

Internal Audit

The Committee and the

The examination of reports and communications of other bodies and control functions

Assistance to the Board in management of risks coming from potentially prejudicial situations

The Committee and the Legal Affairs function

Please refer to the relevant section on this Report for more detailed information on the Committee's activities in 2020.

3.10.5 The Chief Executive Officer, acting as the Director in charge of the Internal Control and Risk Management System

The Chief Executive Officer of Eni SpA is charged by the Board of Directors with establishing and maintaining an effective ICRMS. To this end, also in implementation of the recommendations of the 2018 Corporate Governance Code, the CEO:

identifies the main risks faced by the Company, taking account of the characteristics of the activities of Eni SpA and its subsidiaries, and reports on them to the Board of Directors at least once every three months;
implements the policy guidelines for the ICRMS defined by the Board and is responsible for their planning, execution and management;
constantly monitors the overall adequacy and effectiveness of the ICRMS, ensuring that it is updated in response to changes in the operational and regulatory framework.

As regards the internal control system over financial reporting, these duties are performed without prejudice to the role assigned by law to the Financial Reporting Officer.155

The CEO may ask the Internal Audit function to perform an audit on specific areas of operations and on compliance with internal rules and procedures in executing business transactions.

In this case, the CEO provides simultaneous notice to the Chairmen of the Board of Directors, the Control and Risk Committee and the Board of Statutory Auditors.

The CEO shall promptly notify the Control and Risk Committee (or the Board of Directors) of problems or critical issues that arise in performing his duties or that he has discovered so that the Committee (or the Board) can take appropriate action.

3.10.6 Internal Audit

The Internal Audit function plays a leading role in verifying and assessing the ICRMS. It is primarily responsible for:

verifying the overall operation and suitability of Eni's ICRMS, both on-going and in relation to special needs, providing its assessments and recommendations in order to enhance its efficiency and effectiveness;
providing specialised support to Company top management concerning the ICRMS; to improve its effectiveness, efficiency and integration within corporate processes.

In keeping with best international internal auditing practices, in accordance with the guidelines for the Internal Control and Risk Management System approved by the Board, more recently on September 19, 2019, the Board approved the Internal Audit Charter,156 which sets out the objectives, power and duties of the Internal Audit function.

The CEO is charged by the Board of Directors with establishing and maintaining an effective ICRMS

The CEO and the Internal

Audit

Internal Audit Charter

¹⁵⁵ For more information, please see the section "Officer in charge of preparing financial reports (Financial Reporting Officer)" of this Report.

¹⁵⁶ The Internal Audit Charter contains the internal audit guidelines approved by the Board of Directors (for the first time in 2008), the contents of which have been integrated into the Internal Audit Management System Guideline. For more information, please refer to the section on Eni's Regulatory System.

(Approved by the Board of Directors of Eni SpA) It defines the aims, powers and responsibilities of the Eni SpA Internal Audit function in compliance with international professional standards
ADVICE ASSURANCE Verify the functioning and suitability of Eni's Internal Control and Risk Management System ACTIVITIES OF THE ENI SPA INTERNAL AUDIT FUNCTION	Provide specialised support to management concerning Eni's Internal Control and Risk Management System HIGHLIGHTS (2020 DATA)
Audit Report Audit Plan Activity of Reporting to and monitoring of Risk Based	67 Audit 4 Reports Issued
Integrated Audit supervisory podies corrective action
Supervisory on: - 231 Model on Eni SpA and on italian Subsidiaries · Compliance Model of foreign subsidianes	· 25 comective actions around foreign subsidianes and 13 around italian subdidiaries	+ 127 resources. 66% certified
Independent monitoring on Internal control system applied to financial reporting	Independent monitoring 4 executed on about 362 process controls	around 1,100 corrective actions monitored

The Board of Directors, in accordance with relevant best practices, decided that the Head of the Internal Audit function would report directly to the Board, and to the Chairman on its behalf, without prejudice to his functional reporting to the Control and Risk Committee and the CEO.157

Head of Internal Audit reporting and nomination process

The role of the Control and Risk Committee

The governance rules pertaining to the appointment and removal of the Head of the Internal Audit function are designed to ensure his maximum independence.

In fact, in going beyond the 2018 Corporate Governance Code recommendation, the Head of the Internal Audit function is appointed by the Board of Directors upon proposal of the Chairman of the Board, in agreement with the Chief Executive Officer, subject to the favourable opinion of the Control and Risk Committee, as well as after hearing the Board of Statutory Auditors.

The proposal is also subject to the favourable opinion of the Nomination Committee. The Head of the Internal Audit function is removed in the same way he is appointed.

The Head of the Internal Audit function also reports to the Board of Statutory Auditors of Eni in its capacity as the "Audit Committee" under US laws.

In preparation for the appointment, the Control and Risk Committee evaluates the candidate to determine whether he satisfies the integrity, professionalism, expertise and experience requirements required to perform his duties, as well as determining the absence of any circumstances rendering him incompatible for the position, including conflicts of interest, with respect to previous business or positions held with the Company and/or its subsidiaries, and with regard to relationships158 with persons holding operational responsibilities with Eni. The Control and Risk Committee is tasked with annually evaluating whether these requirements are met.

The Control and Risk Committee oversees the activities of the Internal Audit function, monitoring its autonomy, adequacy, effectiveness and efficiency, with respect to the related duties of the Board of Directors, and on its behalf the Chairman of the Board.

The Head of the Internal Audit function, as well as all the other members of the unit, are not responsible for any operational area and have direct access to any information which may be pertinent to the performance of his duties. From February 1 , 2021, temporarily derogating from internal regulations on the subject ("Internal Audit Charter") and Recommendation 36 of the new Code, the Head of the Internal Audit function has taken the position of Chairman of Versalis SpA, a subsidiary of strategic importance, with the recommendation to refrain, for the period in which he holds both offices, from carrying out

¹⁵⁷ The CEO takes part in the appointment of the Head of the Internal Audit unit and in the other activities described in this section, in his capacity as Director in charge of establishing and maintaining the Internal Control and Risk Management System.

¹⁵⁸ Such relationships include (i) personal relationships (partners, fiancées), (ii) family relationships (parents, children, husband/wife, other relatives within the second degree and in-laws), (iii) financial relationships with employees of the Eni Group, even as consultants/providers of professional services.

internal control and risk management activities which, due to the new position, could undermine the independence and objectivity of the internal audit function, promptly informing the Chairman of the Board and the Chairman of the Board of Statutory Auditors of such circumstances.

The Board of Directors, having received the prior favourable opinion of the Control and Risk Committee and in consultation with the Board of Statutory Auditors of Eni SpA, acting upon the proposal of the Chairman of the Board of Directors in agreement with the CEO, also approves the fixed and variable remuneration for the Head of the Internal Audit function, in keeping with Company remuneration policies.

The Board of Directors of Eni SpA, having received the prior favourable opinion of the Control and Risk Committee and in consultation with the Statutory Auditors, acting upon the proposal of the Chairman of the Board of Directors in agreement with the CEO, approves the budget of the Internal Audit function,

On May 9, 2017, the Board of Directors had confirmed Marco Petracchini as the Head of the Internal Audit function, upon a proposal of the Chairman of the Board of Directors, in agreement with the CEO, having first received the favourable opinion of the Control and Risk Committee, and in consultation with the Board of Statutory Auditors and the Nomination Committee. Mr. Petracchini will remain in office until April 1, 2021, when the new officer, appointed by the Board on January 21, 2021, is supposed to take office.

In adopting the Principles and Recommendations of the new Code regarding the ICRMS, the Board confirmed that the Head of the Internal Audit function reports directly to the Board and to the Chairman, on its behalf, while functional reporting to the Control and Risks Committee and the Chief Executive Officer, in his capacity as director in charge of the internal control and risk management system; this is without prejudice to the roles of the Control and Risks Committee and Nomination Committee in formulating the proposals for appointment, dismissal, budget and remuneration of the Head of the Internal Audit function in line with the new Code, which gives the two Committees the task of supporting the Board, for matters within their competence (Recommendations 33, lett. b and 36).

The scope, activities and duties of the Internal Audit function, as governed by the Internal Audit Charter, are described below.

Scope and activity of the Internal Audit function

The Internal Audit function of Eni SpA performs its assigned duties for:

ensuring that its head has adequate resources to perform his duties.

Eni SpA;
subsidiaries directly or indirectly controlled by Eni, excluding listed subsidiaries with their own internal audit systems;
investees, under specific agreements;
non-Group companies considered to be high risk, pursuant to the relevant agreements with Eni.

Companies that, under applicable law, are required to have their own Internal Audit units, will, when possible and to exploit any operating synergies, entrust such internal audit activity to the Eni SpA Internal Audit function, under specific agreements.

All the departments, units, processes and/or sub-processes, IT systems (including accounting systems) of such companies are subject to Internal Audit, without exception, with regard to the risks and resulting objectives of:

efficient and effective processes;
reliable reporting to the corporate bodies and the market;
compliance with the law, regulations, the By-laws and applicable rules, particularly with regard to the Compliance Models for corporate responsibility for the foreign subsidiaries of Eni SpA, the Anti-Corruption MSG and related regulatory instruments, as well as other compliance models and systems adopted to ensure the compliance of corporate activities with the law;
protection of corporate assets (as a combined effect of the preceding types of internal audit activities).

Furthermore, the Internal Audit function:

performs supervisory activities on behalf of the Eni 231 Supervisory Body and supports, as requested, the 231 Supervisory Bodies of Italian subsidiaries and the Compliance Supervisory Body (CSB)/Local Compliance Committee (LCC) of foreign subsidiaries, as provided for by the subsidiaries' Model 231, when required, and the Compliance Models for corporate responsibility of foreign subsidiaries;
conducts independent monitoring as provided for by the Internal Control System with regard to financial reporting and/or similar duties based upon the internal control models applicable and that are approved by the Board of Directors;
on the basis of the principles and criteria established, organises and monitors the systematic gathering of the data, information and evaluations need to formulate and update the Audit Plan proposal;

Remuneration and budget

Scope

Activities

ensures the necessary flows of information on audits performed and the related periodic reporting to the Chairman of the Board, the CEO, the supervisory and control bodies of Eni and, where applicable, the subsidiaries;
manages preliminary activities in support of the assessments by the competent control bodies, including the Board of Statutory Auditors of Eni SpA including in its capacity as the "Audit Committee" under US law, reports concerning non-compliance with external laws and regulations, principles of the Code of Ethics as well as the rules of Eni's internal regulatory system including (i) allegations of fraud involving corporate assets and/or financial reporting, (ii) illegal conduct pursuant to Legislative Decree no. 231 of 2001 and/or malicious or fraudulent violations of Model 231 or of the Compliance Models for foreign subsidiaries as well as (iii) instances of active or passive corruption or the violation of anti-corruption regulations;159
handles the necessary flows of information on the investigations on whistleblowing reports performed and the related periodic reporting to the Chairman of the Board of Directors, the CEO, the control and oversight bodies of Eni SpA, its subsidiaries, and other competent parties, in line with the relevant Eni regulatory instruments;
carries out the necessary preparations required for the engagement of the audit firm, with the support of other competent departments pursuant to applicable law, as well as verifies that the firm continues to satisfy the independence requirements throughout its appointment, reporting on such to the Board of Statutory Auditors of Eni SpA, also in its capacity as the Internal Control and Financial Auditing Committee;
provides advisory services aimed at providing specialist support to Company management in the creation of value added and improving Eni's governance processes and risk management and control by participating in dedicated, inter-functional working groups established within Eni's organisation, while also overseeing training on ICRMS issues, contextualised within the scope of the various businesses.

Duties of the Internal Audit function

Internal Audit activities are scheduled based on an annual Audit Plan prepared by the Head of the Internal Audit function following a defined method, taking a "top-down" and "risk-based" approach to assessing the main risks.

The Audit Plan is approved at least annually160 by the Board of Directors, subject to the prior opinion of the Control and Risk Committee, in consultation with the Chairman of the Board of Directors, the CEO and the Board of Statutory Auditors of Eni SpA (including in its capacity as the "Audit Committee" under US law).

The Eni SpA supervisory plan, approved by Eni's 231 Supervisory Body, pursuant to Eni's Model 231, forms an integral part of the Audit Plan.

The approved Audit Plan may be updated/amended during the year in response to developments in the Eni Strategic Plan, the risk profile, the ownership structure of the Group and other emerging issues of special importance on the occasion of the presentation of the half-year report by the Head of Internal Audit.

The Head of the Internal Audit function may also order spot audits not provided for under the Plan based on:

a) requests submitted by:

the Board of Directors;
the Control and Risk Committee, which simultaneously notifies the Chairman of the Board of Statutory Auditors;
the Chairman of the Board of Directors, who simultaneously notifies the CEO, the Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors;
the CEO, who simultaneously notifies the Chairman of the Board of Directors, the Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors;
executives reporting directly to the CEO, with respect to their areas of responsibility, who also evaluate any requests from their respective structures;
the CEOs of the strategically important subsidiaries, as identified by the Board of Directors;
the Board of Statutory Auditors of Eni SpA;
the Eni 231 Supervisory Body;

b) his own specific assessment.

The Internal Audit function – in coordination with Integrated Compliance for the issues within the scope of this unit's responsibilities and with the assistance of other relevant units – also provides operational support in independent, outside audits conducted directly by the Eni SpA oversight and control bodies, including by coordinating the contributions requested of the other Eni functions involved.

Spot audits

Audit Plan

¹⁵⁹ For more information, please refer to the section "Procedure for whistleblowing reports received, including anonymously, by Eni SpA and by its subsidiaries in Italy and abroad" of this Report.

¹⁶⁰ The Board of Directors most recently approved the Audit Plan on January 21, 2021.

The findings of each internal audit performed, whether scheduled or spot audits, are reported in Internal Audit Reports, which are sent by the Head of the Internal Audit function simultaneously to the structures audited, the Chairman of the Board of Directors of Eni SpA, as well as the Financial Reporting Officer, the Control and Risk Committee and the Board of Statutory Auditors of Eni SpA.

The Internal Audit Reports are also sent to the Eni 231 Supervisory Body, to the extent they fall within the scope of its duties, and to the control and supervisory bodies of the subsidiaries, with regard to internal audits involving them.

The Internal Audit Reports contain brief evaluations of the ICRMS for the areas and processes audited, the description of the findings made and the limitations encountered, as well as recommendations. In response, the Heads of the activities and areas audited are required to draw up corrective action plans, the implementation of which is monitored by the Internal Audit function.

The Head of the Internal Audit function reports (i) every six months providing adequate information on his activities, on the risk management process and on compliance with the plans developed to mitigate risk, as well as on the suitability of the ICRMS and (ii) as needed on significant events.

The reports are submitted simultaneously by the Head of the Internal Audit function to the Chairman of the Board of Directors, to the CEO, to the Control and Risk Committee and to the Board of Statutory Auditors of Eni SpA and, for those issues handled by Eni SpA, to its 231 Supervisory Body.

On July 29, 2020, the Head of the Internal Audit function issued his Half-Year Report (covering the period from January 1 to June 30th, 2020, updated as of the date of its publication), in which he reported that no situations or significant problems were found that called into question the adequacy of the Eni Internal Control and Risk Management System as a whole.

On March 9, 2021, the Head of the Internal Audit function issued his Annual Report (covering the period from January 1 to December 31, 2020, updated as of the date of its publication) in which he reported that, as required by the "Internal Control and Risk Management System" MSG and on the basis of the findings about each component of Eni's ICRMS, no situations or significant problems were found that called into question the adequacy of the Eni Internal Control and Risk Management System as a whole.

In accordance with the quality assurance and continuous improvement programme developed and implemented within the unit, the Head of the Internal Audit function also reports to the Chairman of the Board of Directors, the CEO, the Control and Risk Committee and the Board of Statutory Auditors on the final results, any plan for corrective actions and the periodic updates on their implementation status relating to Internal (IQR) and External Quality Review assessments performed. The Head of the Internal Audit function also communicates the results of such assessments to the 231 Supervisory Body of Eni SpA.

In this respect, in 2020 the Internal Audit function underwent an "External Quality Review", by a qualified and independent external advisor who issued an evaluation of "overall compliance" of activities carried out with reference to all international internal audit standards and the provisions of the Internal Audit Charter.

3.10.7 Officer in charge of preparing financial reports (Financial Reporting Officer)

Pursuant to Art. 24 of the By-laws, in compliance with the provisions of Art. 154-bis of the Consolidated Law on Financial Intermediation, the Officer in charge of preparing financial reports ("Financial Reporting Officer" or "FRO") is appointed by the Board of Directors, acting upon a proposal by the Chief Executive Officer, in agreement with the Chairman and subject to a favourable opinion of the Board of Statutory Auditors. The proposal is also examined by the Nomination Committee.

In accordance with the By-laws, the FRO must be selected from among candidates who have performed the following activities for at least three years:

administration, control or senior management activities in companies listed on regulated stock exchanges in Italy or other European Union Countries or other OECD Countries with a share capital of no less than € 2 million or;
statutory audit activities in companies indicated in the preceding point or;
professional activities or university lecturing activities in the financial or accounting sectors or;
senior management positions in public or private entities with financial, accounting or control expertise.

As of August 1, 2020, Eni's Board of Directors, upon the proposal of the CEO, in agreement with the Chairman, having received the favourable opinion of the Board of Statutory Auditors and in consultation Audit Reports and other reporting

Semi-annual and annual report on ICRMS

Quality assurance & continuous improvement

The appointment process and requirements of the Financial Reporting Officer

with the Nomination Committee, appointed the Head of Accounting and Financial Statements, Francesco Esposito, as the FRO.161

Duties, powers and resources of the Financial Reporting Officer

In accordance with the law, the FRO is responsible for the internal control system as it relates to financial reporting.

For this purpose, he establishes the necessary administrative and accounting procedures for drafting the periodic accounting documentation and any other financial notification; moreover he certifies – together with the CEO – their adequacy and actual implementation during the period to which the aforementioned accounting documents refer through an appropriate report on the annual, semi-annual and consolidated financial statements.

Pursuant to the aforementioned Art. 154-bis of the Consolidated Law on Financial Intermediation, the Board of Directors monitors the adequacy of the powers and resources available to the FRO, as well as the observance of these procedures.

On March 18, 2021, after having heard the Control and Risk Committee, the Board of Directors confirmed the adequacy of the powers and resources available to the Officer in charge of preparing financial reports as well as compliance with the administrative and accounting procedures prepared by the same.162

3.10.8 231 Supervisory Body

Composition

Consistent with the provision of Model 231, the Board, having received the favourable opinion of the Board of Statutory Auditors and in consultation with the Nomination Committee, acting upon the proposal of the CEO in agreement with the Chairman of the Board, updated163 as from June 4, 2020 the composition of Eni SpA 231 Supervisory Body as follows:

three external members: Attilio Befera (acting as Chairman), Antonella Alfonsi and Ugo Lecis;
the Chairman of Eni's Board of Statutory Auditors, Rosalba Casiraghi;
the Head of the Internal Audit function, Marco Petracchini, as internal member.

Luca Franceschini (Head of Integrated Compliance) performs the functions of Secretary of the Supervisory Body.

The composition of the 231 Supervisory Body complies with the new recommendations of the new Code in force from January 1, 2021.164

Given its composition based on the provisions of the Model 231, the 231 Supervisory Body's operating rules indicate quorums for holding meetings and for voting such that, in order for 231 Supervisory Body decisions to be valid, it must always be supported by a majority of the attending members.

The external members are selected from among professionals with proven skill and experience in economic and company organisation matters and in the administrative liability of corporations. Model 231, also sets out conditions for eligibility/integrity and forfeiture, which include, inter alia, the issue of a judgment of conviction, even if not final, against the person, and being subject to bankruptcy proceedings.

More specifically, the following persons are prohibited from becoming external members of the 231 Supervisory Body and, if appointed, forfeit the position: those with ties to Eni SpA or a subsidiary, or with Directors of Eni SpA or a subsidiary (such as spouses, relatives or in-laws within the fourth degree of kinship of Directors of Eni SpA or a subsidiary); employees or independent contractors or parties to any other financial or professional relationship that would compromise their independence, without prejudice to holding any position on a control body of a Group company.

At present, the Company has not elected to attribute the 231 Supervisory Body functions to its Board of Statutory Auditors, pursuant to Art. 6, paragraph 4-bis, of Legislative Decree No. 231 of June 8, 2001 (hereinafter "Legislative Decree No. 231/2001").165

¹⁶⁵ As amended by Art. 14, paragraph 12, of Law No. 183 of November 12, 2011.

Responsibility for the internal control system over financial

Board oversight

Members of the 231 Supervisory Body

Quorums for holding meetings and for

Requirements

¹⁶¹Previously, the role of Financial Reporting Officer was assigned to the Chief Financial Officer of Eni.

¹⁶² For further information, please see the section on the assessments of the Board of Directors of this Report.

¹⁶³ Previously the 231 Supervisory Body included four internal members and three external members (including the Chairman. ¹⁶⁴ Pursuant to Recommendation 33, letter e), of the new Code "The board of directors, with the support of the control and risk committee [...] assigns the supervisory functions pursuant to Art. 6, paragraph 1, letter b) of the Legislative Decree n. 231/2001 to the control body or to a body established specifically for this purpose (the so-called functions of the "231 Supervisory Body"). If the body does not correspond to the control body, the board of directors considers whether to appoint within the body at least one non-executive director and/or a member of the control body and/or the head of a legal or supervisory function of the company, in order to ensure coordination among the various parties involved in the internal control and risk management system".

Duties of the Eni 231 Supervisory Body

The Eni 231 Supervisory Body performs the following main functions:

monitoring the effectiveness of Eni's Model 231, as well as its implementation and updating;
assessing the adequacy of Model 231 and guaranteeing its sound and efficient functioning over time by proposing any necessary updates;
monitoring the progress of its implementation by the Italian subsidiaries and promoting the circulation and understanding of the procedures and tools for implementing the Model within such subsidiaries;
approving the annual programme of supervisory activities for Eni, coordinating its implementation and analysing the results;
managing the flow of relevant information with the Company units and with the 231 Supervisory Bodies of the Italian subsidiaries.

The budget of the Eni 231 Supervisory Body is approved by the Board of Directors on the basis of the requests of the 231 Supervisory Body itself.

The Eni SpA 231 Supervisory Body periodically reports on its activities to the Control and Risk Committee and the Board of Statutory Auditors, as well as to the Chairman and the CEO, who then informs the Board of Directors when reporting on the exercise of his delegated powers.

The Internal Audit function is also responsible for conducting audits on behalf of the Eni 231 Supervisory Body, following a schedule approved annually by the 231 Supervisory Body, which is an integral part of the Audit Plan. It also provides support to oversight activities, as requested, of the 231 Supervisory Bodies of Italian subsidiaries as provided for by their Model 231, when required.

With regard to the regulatory and organisational models of the subsidiaries, please refer to the following section "Model 231" in this Report.

3.10.9 Risk Committee

The Risk Committee of Eni SpA, presided over by the CEO of Eni SpA and comprised of Eni's top management, provides advice to the CEO on the major risks facing the Company and, specifically, reviews and offers its opinion, at the CEO's request, on the main results of the integrated risk management process. The Chairman of the Board of Directors is invited to attend the Committee's meetings.

3.10.10 Compliance Committee

The Compliance Committee of Eni SpA, comprised of the heads of Corporate Affairs and Governance, Internal Audit, Accounting and Financial Statements, Integrated Compliance and Human Resources and Organization functions, has been assigned a variety of duties, including reporting to the CEO of Eni SpA on the need to develop a new compliance and/or governance issue, suggesting the owner and, if necessary, the workgroup.

The Committee also approves the compliance areas and identifies the related area managers, validates the compliance and governance models and receives the Integrated Compliance Report and related updates for the committee's information.

3.10.11 Integrated Compliance function and other compliance units

On July 28, 2016, the Eni Board of Directors approved a number of changes to the Company's organisational macro-structure in the area of the internal control and risk management system, forming the Integrated Compliance function, which reports directly to Eni's CEO, effective since September 12, 2016.

The Head of the Integrated Compliance function, who reports directly to the CEO of Eni SpA,166 is appointed by the CEO in consultation with the Chairman of the Board.

The Integrated Compliance function (COMP) is responsible for overseeing legal compliance issues (including corporate administrative liability, the Code of Ethics, anti-bribery practices, antitrust, privacy, consumer protection, market conduct, financial regulation and financial penalties) as well as supervising the model for integrated compliance designed to strengthen a culture and the effective pursuit of Main functions

The 231 Supervisory Body and the Internal Audit Function

Reporting

¹⁶⁶ Since September 2016.

compliance in Eni, exploiting the operational synergies in the processes and controls provided for in the various models. Furthermore, for the compliance issues for which there are mechanisms external to COMP,167 this unit, following discussion with the individual heads of the compliance area, establishes appropriate flows of information or coordination mechanisms.

In 2019, the Integrated Compliance process was implemented, and, in March 2019, the first Integrated Compliance Report was presented to the Board of Directors, the Control and Risk Committee, and the Board of Statutory Auditors. The 2020 Integrated Compliance Report was presented to the aforementioned bodies in March 2021.

The head of COMP facilitates the dissemination of a culture of compliance among all who work at Eni, which includes determining specific initiatives of communication and training to increase awareness of exposure to risks and the ability to manage them and, in coordination with Eni's lines of business and various support functions and establishing measures to update existing systems of managing the primary risks.

For more information on the regulatory mechanisms with regard to compliance, including the Integrated Compliance process, see the chapter "Eni's Regulatory System" below.

3.10.12 Head of Integrated Risk Management

The Head of Integrated Risk Management (RMI) of Eni SpA, who reports directly to the CEO of Eni SpA,168 is appointed by the CEO in consultation with the Chairman of the Board.

The Head of RMI ensures the conduct of RMI processes. He presents the results at least on a quarterly basis to the Risk Committee of Eni SpA, as well as to the Control and Risk Committee and where requested, to other supervisory and control bodies. On at least a quarterly basis, the CEO submits the report on Eni's risks to the examination of the Board of Directors.

Within the process of strategic planning, the Head of RMI provides an expert contribution to the analysis of the corporate risk profile, mitigation actions and the definition of de-risking objectives. He also promotes the spreading of a risk management culture towards all Eni's personnel, which also involves identifying specific communication and training initiatives that raise awareness of exposure to risk and how to handle it, in coordination with Eni business lines and support functions, as well as initiatives for the updating of existing management systems for the primary risks.

3.10.13 Eni Personnel and Management

As set forth in the Code of Ethics, the responsibility for implementing an effective internal control system is shared by all levels of Eni's organisational structure; consequently, all of Eni's personnel, consistent with their positions and duties, are called upon to define and actively participate in the proper implementation of the internal control system. More specifically:

the CEO and/or Chief Operating Officers are responsible for ensuring the development, implementation and maintenance of an effective and efficient internal control system and assign to the management for the operational areas the duties, responsibilities and powers for pursing this aim in the performance of their respective activities and in achieving the related objectives;
in addition to the management Committees described above and the Head of Integrated Risk Management,169 other units actively contribute to the ICRMS within the scope of their responsibilities. These include, for example, the Risk Owners who identify, assess, manage and monitor risks under their sphere of competence, as well as the adequacy and function of the controls put in place to oversee them.

In adopting the Principles and Recommendations of the new Code on the ICRMS, for this first phase of application and without prejudice to subsequent further assessments, the Board decided to include in the Integrated Compliance and Integrated Risk Management functions the other company functions involved in controls, whose effectiveness and impartiality the Board is required to evaluate, with the support of the Control and Risks Committee, verifying that they are equipped with adequate professional and economic resources.170

¹⁶⁷ The compliance areas with mechanisms external to COMP include those that concern related party transactions and the abuse of market information (issuers), which are entrusted to the Corporate Affairs and Governance unit.

¹⁶⁸ Since July 2016.

¹⁶⁹ For more information, please refer to the "Management System Guideline for Integrated Risk Management" section of this Report. ¹⁷⁰ Recommendation 33, letter d) of the new Code provides that "The board of directors, with the support of the control and risk committee […] evaluates the opportunity to take measures to ensure the effectiveness and impartial assistance of the other corporate functions mentioned in recommendation 32, letter e). To this end the board verifies that such functions have adequate professionalism

Many training programmes and in-depth information sessions for Eni personnel and its boards focus on ICRMS and, especially, on compliance.

3.11 ENI REGULATORY SYSTEM

To ensure the integrity, transparency, propriety and effectiveness of its processes, Eni adopts rules for the performance of business activities and the exercise of powers, guaranteeing observance of the general principles of traceability and segregation.

Each component of that system is supplemented by the Company's Code of Ethics, which identifies the fundamental values, among others, of the formal and substantive legitimacy of the conduct of the members of corporate bodies and all employees, and transparency, also in term of accounting, and the dissemination of a mentality directed at the exercise of control.

Eni is fully aware that investors rely on the full compliance of the corporate bodies, management and employees with the set of rules making up the corporate internal control system.

3.11.1 The key features of the Eni Regulatory System

On July 28, 2010, Eni's Board of Directors approved the basic guidelines for the New Eni Regulatory System, with the goal of rationalising, supplementing and simplifying Eni's regulatory system. The Guidelines were updated on June 23, 2016 to bring the Regulatory System into line with Eni's new organisational structure, better integrating it with corporate processes and making it easier for the subsidiaries to use.

All of Eni's operational activities can be grouped into a map of processes instrumental to Company activities and integrated with control requirements and principles set out in the compliance and governance models, based upon the By-laws, the Code of Ethics, the 2018 Corporate Governance Code, the 2020 Corporate Governance Code, the Model 231, SOA Principles and the CoSO Report.

The types of instruments that comprise the regulatory system are:

• Policies, approved by the Board of Directors, are mandatory documents that define the principles and general rules of conduct on which all activities carried out by Eni must be based in order to guarantee the achievement of the company's objectives, taking into account risks and opportunities. Policies cut across processes and each focuses on a key element of Company management. Eni Policies apply to Eni SpA and, subject to an adoption process all Eni subsidiaries;

Policies

Guidelines for the Eni Regulatory System

and resources". Recommendation 32 lists the bodies and subjects and functions involved in the internal control and risk management system, mentioning in letter e), "the other corporate functions involved in the internal control and risk management system (such as the risk management functions and the functions dealing with legal and non-compliance risk), which are articulated in relation to the company size, sector, complexity and risk profile".

• Management System Guidelines (MSG) define the guidelines common to all Eni units and may regard either processes or compliance/governance MSGs (the latter usually approved by the Board of Directors). The individual MSGs issued by Eni SpA apply to subsidiaries, which take steps to ensure their adoption to their organisation, except in cases where there is a need for an exemption171. Subsidiaries listed on regulated markets are guaranteed operational independence, which has already been granted by the Board of Directors;

Procedures define the operational methods to be implemented in executing the activities of the company. They describe the tasks and responsibilities of the organizational contacts involved, management and control methods and communication flows. They regulate corporate operations also in order to pursue the objectives of compliance with local regulations. The content is defined in compliance with the Policies and MSGs as implemented by the companies;
Operating Instructions define in detail the operating methods relating to a specific function/organisational unit/professional family or to Eni people and functions involved in the obligations regulated therein.

The regulatory instruments are published on the corporate intranet and, in some cases, on the Company's website. The Policies and MSGs have been disseminated to the subsidiaries, including listed subsidiaries, for the subsequent phases for which they are responsible, in particular formal adoption and adjustment of their existing regulatory systems.

3.11.2 Management System Guideline "Corporate Governance for Eni companies"

On October 26, 2017, the Board of Directors of Eni SpA, acting upon the proposal of the CEO, having first been examined by the Nomination Committee with regard to those matters in which it has expertise, and by the Board of Statutory Auditors with regard to the matters concerning Boards of Statutory Auditors, and having received the opinion of the Control and Risk Committee, updated the Management System Guideline ("MSG") "Corporate Governance for Eni companies" approved on May 30, 2013172 to bring it into line with, among other things, legislative changes, developments in the organisation, equity investments and regulations of Eni and the results of its application and best practice in this field.

More specifically, the MSG "Corporate Governance for Eni companies":

governs the legal form and management and control system of Eni subsidiaries173, indicating the size, composition and operating principles for the relative bodies. Specific assessments relating to the risk profile of the Company are used in identifying and composing the control body;
defines strict requirements that the members of the management and control bodies of Eni investees that Eni appoints must meet in order to be given and retain such position174 .
Requirements are verified or evaluated and monitored, including through the submission of statements by the candidates, in order to ensure that the choices made are traceable and transparent. With regard to the members of the control bodies, in addition to the requirements provided for by the law and the By-laws, the MSG also introduces new requirements concerning integrity and independence or the absence of any conflict of interest, thereby confirming and expanding the provisions and recommendations of the Corporate Governance Code applicable to the statutory auditors of listed companies;
defines roles and responsibilities in the process of designating the members of the administrative and control bodies. With regard to the appointment of members of the control bodies, the MSG calls for the creation of a database containing the names of potential candidates who meet the requirements, which are verified by the competent units;
in order to ensure appropriate flexibility, it establishes: (i) the general causes of exception from the MSG, and the associated reporting flows, in the case of impediments caused by the presence of third-party shareholders, local or sectorial regulations or operational factors connected with the system of delegated powers; (ii) that any exceptions to the application of the MSG shall be authorised by the Chief Executive Officer of Eni SpA, who shall obtain the opinion of the Heads of the competent functions or, in specific cases, directly by the heads of the competent functions.

¹⁷³ The rules also apply to subsidiary consortiums, where applicable.

Management System Guidelines

Procedures

Operating Instructions

Governance system and rules for Eni companies

Legal form of Eni subsidiaries

Requirements

Roles and responsibilities in the designation process and database

General causes of exceptions and exceptions. Information flows and authorisation

¹⁷¹ Exceptions are allowed only in exceptional circumstances. There are no exceptions allowed for MSGs in compliance areas. At its meeting of March 15, 2018, the Board of Directors approved, having obtained the favourable opinion of the Control and Risk Committee, an extension of the scope of application of the Eni Regulatory System to also include Italian companies controlled in accordance with the provisions of the Civil Code but which are not classified in the financial statements as subsidiaries, unless that is ruled out by the provisions of by-laws or agreements with third-party shareholders that regard the regulatory system or other specific issues.

¹⁷² The MSG of May 30, 2013 replaced the previous rules in this field (Circular No. 351 and Circular No. 352 of April 24, 2009).

¹⁷⁴ Contract-based joint ventures other than consortiums are subject to specific rules provided for in internal anti-corruption regulations.

3.11.3 Management System Guideline "Internal Control and Risk Management System"

Most recently on October 25, 2018, the Board of Directors of Eni SpA, at the proposal and subject to the prior opinion of the Control and Risk Committee, and having received the opinion of the Chairman on Internal Audit-related matters, approved the "Guidelines for the Internal Control and Risk Management System" (ICRMS), entrusting the CEO with their implementation.

These guidelines, which are mandatory for the subsidiaries, are designed to ensure that the main risks to which Eni is exposed are correctly identified, measured, managed and monitored and set out reference principles, roles and responsibilities for the key players in the system, as well as the criteria that the CEO must follow in implementing those guidelines.

The Management System Guideline for the internal control and risk management system (ICRMS MSG) represent the regulatory instrument with which the CEO, on most recently October 26, 2018, implemented the Board guidelines. These rules, in incorporating the principles (i) consolidate and structure within a single document the various elements of the Eni ICRMS, (ii) define the model of relations between Eni SpA and the subsidiaries in this area, and (iii) exploit the opportunities for the rationalisation of reporting flows and the integration of controls and monitoring activities.

The ICRMS MSG is used alongside the instruments issued on December 18, 2012 and most recently updated on April 9, 2020, with which Eni developed and implemented a model for the integrated management of corporate risks and a model for integrated compliance, issued on October 29, 2018 and most recently updated on June 24 2020.

Eni's reference framework for implementation and maintenance of an adequate and working ICRMS provides for a structure of three dimensions, as shown in the following diagrams:

1) Objectives - The first dimension represents the view of the ICRMS in relation to the objectives and associated risks that the ICRMS is intended to pursue and manage: Strategic, Operational, Compliance and Reporting.

Objectives

Scope of application

2) Scope of application - The second dimension regards the scope of application on the basis of which the ICRMS is structured:

Board guidelines

Internal implementation rules

the management and coordination exercised by Eni SpA over the subsidiaries;
entity: Eni SpA and the individual subsidiaries, on the basis of their legal and operational independence, establish an appropriate, functional ICRMS under their own responsibility;
processes adopted by Eni, on the basis of which the ICRMS is structured.

3) ICRMS Process - The third dimension represents the ICRMS process and its individual phases:

definition and implementation of the "internal environment";
identification, assessment and treatment of risks;
definition and implementation of control activities;
monitoring;
re-examination and assessment of the entire system;
disclosure and communication.

This ICRMS process is:

continuous, focusing on improving the overall ICRMS, influencing the definition and achievement of corporate objectives;
integrated into corporate operations, as well as organisational and governance arrangements;
interactive, as the individual phases, while organised into a logical sequence, can receive feedback from the development of each of the other phases so that the value generated by the process is not merely the sum of the value generated by the individual phases;
performed by people, through the activities (and the associated reporting) carried out in pursuing corporate objectives;
evaluated every six months, unless unforeseen events occur that may require that a special investigation be performed, to ensure that it is adequate and functions overall.

The Eni ICRMS is structured along the following three levels of internal control:

1) First level of control: identifies, assesses, manages and monitors the risks for which it is responsible, for which it identifies and implements specific management actions.

2) Second level of control: monitors the main risks in order to ensure the effectiveness and efficiency of their management; also responsible for monitoring the appropriateness and operation of controls implemented for the main risks. It also provides support to the first level in defining and implementing adequate systems for managing the main risks and the associated controls.

3) Third level of control: provides independent, objective assurance on the appropriateness and effective operation of the first and second control levels and, more generally, on the Eni ICRMS as a whole.

The structure of the first and second control levels is consistent with the size, complexity, specific risk profile and with the regulatory environment in which each company operates.

ICRMS Process

The three levels of

control

The third level of control is exercised by the Internal Audit function of Eni SpA, which, on the basis of a centralised model (described in the "Internal Audit" section), performs its controls using a risk-based approach to the overall Eni ICRMS, monitoring Eni SpA and the subsidiaries.

To enable management and the management and control bodies to perform their roles within the ICRMS, specific reporting flows have been established between the control levels and the management and control bodies. The flows are coordinated and appropriate in terms of content and timing.

All flows supporting the assessment of the ICRMS by the Board of Directors are channelled through the Control and Risk Committee of Eni SpA, whose analysis is reported directly to the Board in its periodic reports or through the release of specific opinions. These flows are also transmitted to the Board of Statutory Auditors of Eni SpA to enable it to perform its statutory duties in the field of ICRMS.

Implementation at subsidiaries

It is the responsibility of the board of directors or equivalent body of each Eni subsidiary to establish, manage and maintain its own ICRMS.

Eni SpA, as part of its management and coordination of the subsidiaries, issues and disseminates the guidelines (which are mandatory) and associated implementation model, which is contained in the ICRMS MSG, with which the subsidiaries must comply, establishing an adequate process for monitoring its implementation in the manner envisaged in the Eni Regulatory System.

Without prejudice to the principles regarding the Eni ICRMS, the subsidiaries may adopt the most appropriate procedures for implementing the ICRMS in a manner consistent with their size, complexity, specific risk profile and the regulatory environment in which they operate, with the independence that characterises the operation of the subsidiaries and their bodies and functions, including with regard to statutory requirements.

The role of the Board of Directors of Eni SpA in the subsidiaries

As envisaged in the ICRMS MSG and consistent with the recommendations of the 2018 Corporate Governance Code and in accordance with the powers reserved to itself, the Board of Directors of Eni SpA, having first received the opinion and the proposal of the Control and Risk Committee, establishes the ICRMS guidelines for Eni SpA, its major subsidiaries and the Eni Group.

The Board, having first received the opinion of the Control and Risk Committee, also examines the main risks facing the Company, identified by taking into account the nature of the business of the Company and its subsidiaries, as reported by the CEO on at least a quarterly basis. Having first received the opinion of the Control and Risk Committee, it also evaluates every six months (except in extraordinary circumstances) the adequacy of the internal control and risk management system of Eni SpA, its major subsidiaries and the Eni Group with regard to the nature of the business, its risk profile and its degree of compatibility with corporate objectives, as well as its effectiveness.

Most recently on its meeting of March 18, 2021, having consulted with the Control and Risk Committee, the Board of Directors judged as positive the adequacy and effectiveness of the Internal Control and Risk Management System, including the organisational arrangements in relation to the nature of the Company and its risk profile, as well as the consistency with the corporate objectives and its effectiveness.175

3.11.4 Management System Guideline "Internal Audit"

The Management System Guideline "Internal Audit" ("Internal Audit MSG"), prepared by the Head of the Internal Audit function and approved by the Chairman of the Board of Directors, in consultation with the CEO and the Control and Risk Committee, was updated on September 30, 2019.

The Internal Audit MSG includes the guidelines for audit activity ("Internal Audit Charter") approved by the Board on September 19, 2019, consistent with the contents of the ICRMS MSG.

The Internal Audit MSG, which is based upon the Internal Audit Charter, seeks to identify and govern the phases and activities of the Internal Audit process, to indicate the roles and duties of the major participants and to establish the rules of behaviour and principles to be observed in performing such activity.

More specifically, the MSG regulates:

Guidelines for the internal audit process

Reporting to the Board

¹⁷⁵ For more information, please see the first part of the section "Internal Control and Risk Management System" concerning assessment by the Board of Directors of this Report.

1) the definition of the Audit Plan, prepared by the Head of the Internal Audit function and approved by the Board,176 using a "top-down, risk-based" approach which makes it possible to identify audits to which priority should be given based upon, among other things, the objectives incorporated in the business and functional area programmes, as indicated in the Strategic Plan, and the size and coverage of the major business risks connected with it and based upon the results of the integrated risk management process;
2) the performance of audits, both scheduled and non-scheduled (i.e. spot audits), by carrying out:
preliminary activities to define the objectives and the scope of the audit over the areas potentially at highest risk ("risk-based" approach) and the resources deemed necessary and sufficient to achieve the objectives;
verification activities, for the purpose of assessing the adequacy and effectiveness of controls on the risks relating to audited processes, to identify any issues and to formulate recommendations for improving the effectiveness and efficiency of the audited processes. Verification activities are carried out, whenever possible, having direct access to information systems and massive analysis of transactions with data analytics tools and specific KPIs (Key Performance Indicators) related to specified business processes as well as through the use of Natural Language Process and Robotic Process Automation tools, in order to make verification activities more efficient and effective;
formalisation and communication of the results in order to confirm, with the structures involved in the audits, any issues that emerged, the recommendations proposed for their elimination, and the timing and content of corrective actions to be taken by the structure that was audited. For each audit a summary assessment is made of the actual design and operation of the ICRMS for the structure being audited (the so-called audit rating), based upon the knowledge gained and evidence acquired during the conduct of the audit and in the professional opinion of the Internal Audit function. In the event of a spot audit, the rating is assigned based upon the finding of enough factors to support the opinion of the ICRMS;

3) the monitoring of corrective actions crafted on the basis of the audits, which is carried out in different ways based upon the problems encompassed in the rating of the ICRMS audited, such as:

monitoring of all actions through a periodic statement by the structure that was audited (socalled "follow-up by documentation");
operational check of the effective implementation of the corrective action through a dedicated follow-up (i.e. "on-site follow-up") for all actions connected with audit reports with more critical summary assessments of the ICRMS and those concerning higher priority issues not included in those above onsite follow up;

4) flows of information on the ICRMS, consisting of the periodic reports prepared by the Internal Audit function in order to provide information on its activities, the results and correlated suggestions, the procedures for managing risks and the relative containment plans. These reports can be classified into three categories based upon their purpose, frequency of preparation and recipient:

semi-annual reports on the main results of the activities carried out by the Internal Audit function, submitted simultaneously by the Head of the Internal Audit function to the Chairman of the Board of Directors, the CEO, the Control and Risk Committee and the Board of Statutory Auditors of Eni SpA;
specific reports, usually annual, for the areas most heavily subject to auditing during the reporting period, prepared, with the goal of explaining the primary recurring internal control issues that cut across several areas and/or are of the greatest importance for the specific area, and the recommendations of common, coordinated actions to be taken. These reports are sent, to the extent the audit involves the area for which each is responsible, to the executives that report directly to the CEO of Eni SpA;
annual reports for the process owners of the Management System Guidelines containing a summary of the findings of the audit activities, as well as the outcome of reports received, and the correlated suggestions, so that the process owners can evaluate the need to make any adjustments to the outline of the MSGs for which they are responsible.

The Internal Audit MSG also governs other activities for which the Internal Audit function is responsible, such as the handling of whistleblowing reports (including anonymous ones) received by Eni, pursuant to the relative regulations177, oversight activities on behalf of Eni 231 Supervisory Body and support requested by the subsidiaries' 231 Supervisory Bodies; 178 independent monitoring as required by the Internal Control System with regard to financial reporting, relations with the control and oversight bodies and with the audit firm, as well as the "quality assurance and continuous improvement" programme for activities performed by the Internal Audit function, which provides for the performance of an internal quality review at least every three years and an external quality review at least every five years.

Performance of audits

Monitoring of corrective actions

Information flows

Other activities

Definition of the Audit Plan

¹⁷⁶ For more information, please see the section on "Internal Audit" of this Report.

¹⁷⁷ For more information, please see the section "Procedure for whistleblowing reports received, including anonymously, by Eni SpA and by its subsidiaries in Italy and abroad" of this Report.

¹⁷⁸ This refers to the 231 Supervisory Bodies of Italian subsidiaries and Compliance Supervisory Bodies (CSB)/Local Compliance Committees (LCC) of foreign subsidiaries, pursuant to Model 231 of subsidiaries, where required, and the Compliance Models for corporate liability for foreign subsidiaries. For more information, please see the section "Model 231" of this Report.

3.11.5 Management System Guideline "Integrated Compliance"

The Management System Guideline "Integrated Compliance" establishes the phases and activities of this process and the roles and responsibilities of the primary parties involved.

The Integrated Compliance MSG is consistent with the ICRMS guidelines concerning integrated compliance defined in the ICRMS MSG.

The goal of the Integrated Compliance process is to promote compliance with laws and regulations applicable to Eni using an integrated, risk-based approach and to develop and disseminate a corporate culture founded on ethical values, proper conduct, and respect for laws and regulations, including by way of specific initiatives of training and awareness.

The compliance areas of relevance to Eni are determined based on the nature of the potential risks of non-compliance. This includes issues for which the Company could be held liable for violations of laws or regulations that entail criminal or administrative sanctions or other penalties imposed by the courts or administrative authorities.

More specifically, the integrated compliance process includes compliance risk assessment aimed at assessing the related risk profile, the effectiveness of mitigation activities and the residual risk profile of the relevant compliance areas, in order to recommend a prioritisation of risks and determine potential actions to better mitigate risk and to optimise the risk-based system of controls.

The process also includes control activities aimed at defining (in the MSGs and other regulatory instruments) and implement risk treatment and monitoring actions, with a view to verifying the adequacy and proper functioning of controls for compliance risks.

The activities within the Integrated Compliance process are aimed at ensuring transparency and accountability in the process and uniformity in the adoption of approaches and mechanisms to support these activities.

The process seeks to provide an integrated vision of compliance risks in line with Company operations and to ensure the efficient management of compliance risk in observance of the principle of general compliance with applicable laws and regulations.

The Integrated Compliance function provides adequate information and an integrated view of the status of Eni's compliance efforts to management and to the Company's governing bodies in order to enable them to assess the efficacy and continuing adequacy of the system of managing compliance risk, while supporting informed decision making.

In particular, an annual Integrated Compliance Report is prepared, which includes an assessment by the head of Integrated Compliance concerning the adequacy of the Management System Guideline and the compliance areas covered therein.

This report is submitted for information to the Compliance Committee by Head of Integrated Compliance. It is then presented to the Board of Statutory Auditors and, for examination, to the Control and Risk Committee. The CEO submits, for information, this Integrated Compliance Report to Eni's Board of Directors. Finally the Integrated Compliance Report is also communicated by the Head of the Integrated Compliance function to the 231 Supervisory Body of Eni SpA, for the matters of their concern.

Every six months, the Integrated Compliance function prepares an update of the Report based on the results of Integrated Compliance process for the period and any relevant events occurring during the period.

This update is sent, for information, to the Compliance Committee and then presented to the 231 Supervisory Body of Eni SpA, the Board of Statutory Auditors and, for examination, to the Control and Risks Committee, in support of the evaluation of the Board of Directors of Eni SpA about the effectiveness and adequacy of Eni's ICRMS.

3.11.6 Management System Guideline "Integrated Risk Management"

The Management System Guideline "Integrated Risk Management"179 regulates the various phases and activities of the Integrated Risk Management (RMI) process, the roles and responsibilities of the main subjects involved. The RMI process, which is based on a structured, systematic approach, is designed The goals of the Integrated Compliance process

The Integrated Compliance Report

Rules of the integrated risk

¹⁷⁹ This refers to the provisions of the new MSG approved on February 2020.

to ensure that all main Eni risks, including medium- and long-term risks, are identified, analysed and consolidated order to support the Board of Directors in making sure they are compatible with strategic goals and support the management in the decision-making process, reinforcing awareness of Eni risk profile and related mitigation activities. The process begins with the contribution to the definition of the medium- and long-term plans and of Eni's four-year Strategic Plan and continues with the support to their implementation through periodic risk assessment and monitoring cycles and integrated risk reporting, operational risk management and aggregated risk analysis to enhance understanding of the Company exposure.

This model for the integrated management of corporate risks is included in the Internal Control and Risk Management System (ICRMS) and is consistent with international principles and best practices.180

The model comprises the following elements:

1) Risk Governance: represents the basic system for the management of the Company's main risks. The model establishes roles and responsibilities for three distinct control levels, consistent with the indications of the ICRMS and defines information flows;

2) Risk strategy and Integrated Risk Management: includes, among other things, periodic risk assessment and monitoring cycles, analysis and management of contractual and industrial risks, integrated analysis of existing risks in the Countries of operation or of potential interest (ICR) and support to the decision-making process for the authorization of investment and other main M&A projects;

3) Knowledge, training and communication on risks: includes professional development of Eni personnel operating in risk management with a dedicated knowledge management system.

With regard to Risk Governance, the following have been established:

a) the Risk Committee, chaired by the CEO and composed by Eni's top management. It advices the CEO on the main risks to which Eni is exposed. In particular, it examines and expresses opinions, at the request of the latter, concerning the main results of the Integrated Risk Management process. The Risk Committee invites the Chairman of the Board of Directors to attend its meetings;

b) the Integrated Risk Management function, which reports directly to the CEO, whose head is appointed by the latter after hearing the President of the Board of Directors. Among other duties, it:

defines tools/methods for the Integrated Risk Management process, including the identification, in cooperation with the business areas and functions of Eni, of proposals for updating the risk management systems;
performs Integrated Risk Management sub-processes (risk strategy and integrated risk management processes);
presents RMI activity results at least quarterly to the Risk Committee and the Control and Risk Committee, as well as, if requested, to the 231 Supervisory Body;
promotes Risk knowledge, training and communication in order to develop and spread a risk management-oriented culture in Eni.

The Board of Directors examines the major risks, identified by taking account the specific activities conducted by the Company and its subsidiaries, reported on by the CEO at least on a quarterly basis.

Specifically, the RMI process includes four sub-processes:

The elements of the integrated risk management model

Risk Governance

The RMI process

¹⁸⁰ This refers, among others, to the CoSO – Committee of Sponsoring Organisations of the Treadway Commission (2013), Internal Control, Integrated Framework ISO 31000:2009 – Principles and Guidelines on Implementation.

(i) Risk Governance, Methods and Tools: it refers to the definition by the Eni SpA Board of Directors of the nature and level of risk compatible with the strategic objectives, as well as the policy on risk management so that the main risks are correctly identified and appropriately measured, managed and monitored, thus determining the degree of their compatibility with a company management consistent with the strategic objectives identified. This sub-process also defines criteria for the analysis, evaluation, measurement and communication of risks;

(ii) Risk Strategy: its purpose is to contribute to the preparation of medium and long-term plans, the fouryear Strategic Plan and the management performance plans by developing proposals for risk reduction targets and strategic treatment actions, as well as analysing the risk profile underlying the 4YPlan and business opportunities. This sub-process, integrating the RMI process with Strategic Planning, assists the Eni Board in assessing the acceptability of risks underlying the plans that are brought to their attentions;

(iii) Integrated Risk Management, including:

"periodic assessment activities" to ensure a systematic, integrated analysis of the risk profile associated with the strategic objectives approved by the Eni Board of Directors by identifying, assessing and prioritising the main business risks, monitoring the associated treatment measures and by reporting all activities; industrial risk assessment for the economic evaluation of asset exposure to accidents and classification and assessment of the complexity of wells, as well as analysis of emerging risks;
"contract risk management" to manage contractual risks before and after the award in order to support the decision-making process in procurement and contract management;
Integrated Country Risk (ICR) activities to define and measure the integrated risk profile of Countries of interest and support the periodic and project assessment activities;
Integrated Project Management and M&A activities for the integrated risk evaluation of specific initiatives/activities and, if relevant, the consequent impact on the Company's overall risk profile;

(iv) Risk knowledge training and communication seeks to promote professional development of all Eni resources involved in risk management, to develop a common language and spread, at all organizational levels, an adequate risk management culture.

Integrated Risk Management Reporting

In 2020, the quarterly Integrated Risk Management (RMI) reporting, submitted by the CEO to the Board of Directors, prior examination by the Risk Committee and the Control and Risk Committee, was carried out through the following phases:

an update on primary corporate risks presented on February 27, 2020. On that same date results of the "what if" analysis on the objectives of the 2020-2023 Strategic Plan were presented;
monitoring of primary corporate risks – presented on March 18, 2020;
results of the 2020 Annual Risk Assessment – presented on July 29, 2020, along with the executive summary of the monitoring indicators of Eni's top risks, on the basis of a process that involved 121 subsidiaries in 43 Countries; on that same date the Board was provided with a focus on biological risk and Climate Change and the results of the ICR at the 1st half of 2020 by countries of production and exploration;
monitoring of top risk – presented on October 28, 2020; on that same date an update was given on biological risk and a focus on regulations related to the energy transition;
Interim Top Risk Assessment – presented on December 11, 2020, with an update on top risk resulting from the 2020 Annual Risk Assessment. On the same date a focus on the main projects in support of the energy transition was provided.

3.11.7 Main features of the Risk Management and Internal Control Systems applied to the financial reporting process (MSG "Eni's Internal Control System over Financial Reporting")181

The internal control system applied to financial reporting aims to provide reasonable certainty about the reliability182 of financial reporting and of the capability of the financial report drafting process to yield financial reporting that complies with the generally accepted international accounting principles.

The rules and methods for the design, implementation and maintenance of Eni's internal control system applied to financial reporting for external purposes and the assessment of its effectiveness are set out in the Management System Guideline "Eni's Internal Control System over Financial Reporting183

Eni Internal Control System over Financial Reporting

The quarterly Integrated Risk Management reporting

¹⁸¹ This section is also provided in accordance with Art. 123-bis, paragraph 2, letter b), of the Consolidated Law on Financial Intermediation.

¹⁸² Reliability (of reporting): reporting that is accurate and complies with generally accepted accounting principles and meets the requirements of applicable law and regulations.

¹⁸³ This MSG updates and replaces the previous Management System Guideline in this area adopted by the Board of Directors on May 30, 2012.

(hereinafter in this section also "ICSFR MSG") approved by the Board of Directors of Eni on December 11, 2014.

As presented below, the design, implementation and maintenance of the control system over financial reporting are conducted through a structured process that provides for a risk assessment phase, the development of controls for those risks, the assessment of the controls and the reporting process:

The contents of the ICSFR MSG were defined in accordance with the provisions of Art. 154-bis of the Consolidated Law on Financial Intermediation and with the US Sarbanes-Oxley Act of 2002 (SOA), to which Eni is subject as an issuer listed on the New York Stock Exchange (NYSE) and were analysed in the light of the framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (CoSO) in May 2013, which, while 5 components of the internal control system,184 develops 17 principles whose correct implementation is essential to ensure its effectiveness.

The 17 principles of the CoSO Report regard in particular: (i) structural elements of the internal control system established with the ICSFR MSG; (ii) control activities contained in other Eni regulatory instruments (such as for example, Policies, the Compliance and Process MSG, and Procedures) and refer to best practices already adopted by Eni.

The MSG applies to Eni SpA and its direct or indirect subsidiaries, including listed companies, in compliance with international accounting standards, consistent with their materiality to Eni's financial reporting.

All subsidiaries, regardless of their materiality for the purposes of the Eni's Internal Control System over financial Reporting, adopt the MSG as a reference framework for planning and implementing their own Internal Control System over financial Reporting, tailoring it to their size and the complexity of the activities carried out.

The risk assessment process, which is conducted using a top-down approach, seeks to identify the companies, processes and specific activities that may generate risk of unintentional errors or fraud that may have a significant impact on the financial statements. In particular:

the companies that fall within the scope of the control system applied to the financial reporting process are identified both on the basis of the contribution of the various entities to certain aggregates of the consolidated financial statements (total assets, total financial debt, net revenues, income before tax), and considering the existence of processes that contain specific risks that – if they were to materialise – could jeopardise the reliability and accuracy of financial reporting (such as fraud-related risks)185;
for companies falling within the scope of the control system applied to the financial reporting process, material processes are subsequently identified, analysing the quantitative factors (processes that contribute to items of the financial statements in amounts exceeding a given percentage of income before tax) and qualitative factors (e.g., the complexity of the accounting treatment of the account; measurement and estimation processes; new or significant changes in business conditions);
the risks associated with material processes and activities, i.e. potential events that if they were to materialise – could jeopardise attainment of the control objectives with regard to financial reporting (e.g., financial statement assertions) are identified;
the identified risks are assessed in terms of their potential impact and probability of occurrence, on the basis of quantitative and qualitative parameters and assuming the absence of a control system (inherent risk). In particular, with reference to fraud risks186 at Eni, a dedicated risk assessment is conducted using a specific methodology for "anti-fraud programmes and controls" referred to in the MSG.

A control system has been defined for material companies, processes and the associated risks that is based on two fundamental principles, namely: (i) the application of controls at all levels of the

Control system

¹⁸⁵ The companies considered within the scope of the internal control system include companies formed and regulated in accordance with the laws of Countries that do not belong to the European Union, to which the provisions of Article 15 (formerly Article 36) of the Consob Markets Regulation apply.

¹⁸⁶ Fraud: within the control system, any intentional act or omission leading to deceptive disclosures.

Legal framework and CoSO Report

Applicability to the subsidiaries

Risk Assessment

¹⁸⁴ Represented by the control environment, risk assessment, control activities, information and communication and monitoring.

organisational structure, in accordance with their operating responsibilities and (ii) the sustainability of controls over time, so as to ensure that their implementation is integrated and compatible with operational requirements.

The structure of the control system applied to the financial reporting process includes controls implemented at the entity level and at the process level:

the controls implemented at the entity level are organised into a checklist developed in accordance with the model adopted in the CoSO Report, which is based on five components (the control environment, risk assessment, control activities, information and communication, monitoring). Of particular importance are the controls relating to the specification of the timetable for preparing and disseminating financial results ("semi-annual and annual financial statements circular" and the associated calendars); the existence of appropriate organisational structures and a regulatory framework adequately designed to ensure the achievement of financial reporting objectives (these controls include, for example, the review and updating by specialised Company units of the Group's regulations concerning financial reporting and the Group's chart of accounts); training in accounting standards and the internal control system applied to financial reporting; and, finally, activities concerning the information system for managing the consolidation process (Mastro);
the controls implemented at the process level are grouped as follows: (i) specific controls intended as a set of manual or automated activities aimed at preventing, identifying or correcting errors or irregularities that occur during the course of operational activities; (ii) and pervasive controls intended as structural elements of the control system applied to financial reporting and aimed at defining a general context that promotes the correct execution and control of operational activities (such as, for example, the segregation of incompatible tasks and general computer controls, which include all controls designed to ensure the correct operation of IT systems). In particular, among the specific controls, the Company procedures identify the so-called "key controls", the absence or non-functioning of which can give rise to the risk of errors/fraud that impact the financial statements and that cannot be identified by other controls.

Both the controls implemented at the entity level and the controls implemented at the process level are subject to evaluation (monitoring) to verify the effectiveness of their design and actual functioning over time.

For this purpose, the following activities have been defined: on-going monitoring activities – carried out by the management responsible for the relevant processes/activities – and separate evaluations – performed by the Internal Audit function, which uses agreed audit procedures on the basis of a plan transmitted by the Financial Reporting Officer (FRO) – aimed at defining the scope and objectives of the interventions through agreed audit procedures. In addition to its independent monitoring activities, the Internal Audit function, on the basis of the annual Audit Plan approved by the Board of Directors and prepared using a "top-down, risk-based" approach, carries out compliance, financial and operational audits.

The findings of the independent monitoring conducted by Internal Audit and the periodic reports containing an assessment of the appropriateness of the ICRMS emerging from the audit activities performed are transmitted to the FRO, as well as top management and the control and supervisory bodies for the purpose of conducting the evaluations for which they are responsible.

The monitoring activities allow identification of any deficiencies in the control system applied to financial reporting that are subject to evaluation in terms of probability and impact on Eni's financial reporting. On the basis of their importance, they are classified as "deficiencies", "significant weaknesses", or "serious deficiencies".

The results of the monitoring activities are included in a periodic report on the state of the control system applied to financial reporting. This reporting is conducted using computerised tools that enable the traceability of information on the adequacy of the design and functioning of the controls.

On the basis of this reporting activity, the FRO drafts a report on the adequacy and actual implementation of the control system applied to financial reporting.

This report – following approval by the CEO – is submitted to the Board of Directors, after review by the Control and Risk Committee, during the approval of the draft annual and semi-annual financial statements, in order to ensure the execution of the aforementioned supervisory activities and evaluations regarding the internal control system applied to financial reporting. Furthermore, the abovementioned report is also transmitted to the Board of Statutory Auditors, in its role as the "Audit Committee" pursuant to US law.

Controls at entity level

Evaluation of controls (monitoring)

Reporting

For the Board's assessments on the adequacy and effectiveness of the Internal Control and Risk Management System as well as on the powers and means available to the FRO and compliance with the administrative and accounting procedures prepared by the same, please refer to the first paragraph of the chapter "Internal Control and Risk Management System", in the part relating to the assessments of the Board of Directors.

Finally, the activities of the FRO are supported in Eni by various persons whose duties and responsibilities are defined in the MSG referred to earlier.

In particular, the control activities involve all levels of Eni's organisational structure, from the operational business managers and unit managers to the administrative managers and the CEO. In this organisational context, a particularly important role in the internal control system is carried out by the person who performs line monitoring (the so-called "tester"), who assesses the design and operation of the specific and pervasive controls, providing information for reports on monitoring activities and any deficiencies encountered, in order to ensure the timely identification of any necessary corrective actions.

3.11.8 Model 231

In accordance with the Italian regulations concerning the "administrative liability of legal entities deriving from criminal offences" contained in Legislative Decree No. 231 of June 8, 2001 (henceforth, "Legislative Decree No. 231/2001"), legal entities, including corporations, may be held liable – and consequently fined or subject to prohibitions – in relation to certain crimes committed or attempted in Italy or abroad in the interest or for the benefit of the Company. Companies may nonetheless adopt an appropriate organisational, management and control model (the compliance model or, hereinafter, Model 231) to prevent such offences.

Eni SpA Model 231 establishes the control arrangements (general transparency standards for activities and specific control standards) for the purpose of preventing the offenses envisaged under Legislative Decree No. 231/2001 that have been incorporated into the relevant Company procedures.

Eni SpA Model 231 is made up of a so-called "General part", setting the architecture and governance principles of the compliance model, and a so-called "Special part", the document "Sensitive activities and specific control standards of Model 231". This last document, in particular, identifies sensitive activities, that is, those corporate activities implying a criminal risk due to the liability of entities, pursuant to Legislative Decree no. 231/2001, and lists the related control standards against the risk.

The CEO, who is already in charge of implementing Model 231, is also responsible for updating it. The CEO is supported in performing this duty by the Technical Committee 231.187

Following approval by the CEO:

• any amendments and/or additions that regard solely the document "Sensitive Activities and Specific Control Standards of Model 231" take effect immediately and are submitted to the Board of Directors for ratification at the first subsequent meeting, subject to notification of the Board of Statutory Auditors. In any event, the Board of Directors retains the power to propose additional amendments or additions; updates concerning the general part of Model 231 are approved with a resolution of the Board of Directors, subject to notification of the Board of Statutory Auditors.

The Technical Committee 231, subject to notification of the 231 Supervisory Body, may make merely formal amendments of Model 231 and the document "Sensitive Activities and Specific Control Standards of Model 231" independently.

The so-called "general part" of Model 231188 was updated most recently with a resolution of the Board of Directors at its meetings of March 18, 2020 and June 4, 2020, taking account of the experience acquired, developments in case law and legal interpretation as well as the evolution of Legislative Decree No. 231/2001 and organisational changes at Eni SpA. The changes to the general part were mainly finalised (i) to align the Model 231 of Eni SpA to the new Code of Ethics, also approved on March 18, 2020 eliminating the notion of "General Principles"; (ii) provide for a different composition of the 231 Supervisory Body. On June 4, 2020, the Board of Directors appointed a new Supervisory Body. With regard to the so-called "special part", on December 16, 2020 the Chief Executive Officer of Eni SpA approved the updated version of the document "Sensitive Activities and Specific Control Standards of Model 231", which specifies sensitive activities for the purposes of Legislative Decree No. 231/2001 and Assessment by the Board of Directors

Line monitoring

Italian Legislative Decree No. 231/2001

Eni Model 231

Responsibility for updating

¹⁸⁷ The Technical Committee 231 is composed of units from the Legal Affairs, Human Resources and Organization, Internal Audit and Integrated Compliance functions.

¹⁸⁸ At its meetings of December 15, 2003, and January 28, 2004, the Board of Directors of Eni first approved the Model 231 and established the associated Eni 231 Supervisory Body.

sets out the associated control measures. The updated version reflects the regulatory innovations introduced (i) by Law no. 3/2019, on "Measures for the contrast of crimes against the public administration, as well as in the matter of prescription of the crime and in the matter of transparency of political parties and movements", which amended Art. 25 of Legislative Decree no. 231/01 with the introduction, among the so-called predicate offenses, of the crime referred to in art. 346-bis of the Criminal Code, entitled "Trafficking in illegal influences" and (ii) by Law no. 157/2019 converting the Law Decree of 26 October 2019 no. 124, containing "Urgent provisions in tax matters and for non-postponable needs" which introduced art. 25-quinquiesdecies of the Legislative Decree no. 231/01, extending the number of predicate offenses to a series of tax offenses envisaged by Legislative Decree no. 74/2000.

Regulatory and organisational models for subsidiaries

Eni SpA promotes the adoption and effective implementation by all subsidiaries of appropriate system to prevent the risk of corporate liability arising in connection with criminal offences.

The Management System Guideline on the "Compliance model concerning corporate responsibility for the Italian subsidiaries of Eni – WS composition", adopted by the Board of Directors of Eni, defines, without prejudice to the subsidiaries' autonomous powers of initiative and control: (i) the criteria for determining the composition of the 231 Supervisory Bodies of the Italian subsidiaries and for selecting their members; (ii) the guidelines to be followed by each 231 Supervisory Body in performing its duties.

The Management System Guideline "Compliance model concerning corporate responsibility for the foreign subsidiaries of Eni" defines the compliance model for dealing with the corporate responsibility of the foreign subsidiaries of Eni SpA, with measures adjusted to the level of the risk exposure of the companies. In order to monitor corporate liability for high-risk foreign subsidiaries, with the support of the Integrated Compliance function of Eni SpA, a Compliance Supervisory Body was appointed in the place of the 231 Supervisory Body. Analogously, to address high- and medium-risk foreign subsidiaries, with the support of the Integrated Compliance function of Eni SpA, the Local Compliance Committees, composed of members of the foreign subsidiary's management, were established.

This compliance structure enables, with reference to foreign subsidiaries, a more effective risk-based focus on the categories of criminal offenses provided for under Italian Legislative Decree No. 231/2001 that are theoretically relevant in the context of the operations of the foreign subsidiaries and addresses the most significant risks of corporate liability deriving from applicable legislation in the various Countries in which the companies operate. The representatives designated by Eni on the corporate bodies of associates, consortia and joint ventures promote the adoption of systems to prevent the risk of corporate liability arising in connection with criminal offenses that are consistent with the measures adopted by the Eni Group companies, within their respective spheres of responsibility.

Commitment, awareness, dissemination of the compliance culture and training

The Board of Directors plays a fundamental role with regard to Model 231 issues since it has reserved to itself the power to approve the general part of the Model 231 and the above-mentioned MSG on the Compliance model concerning corporate liability for the Italian subsidiaries, and to establish and appoint the members of the 231 Supervisory Body of Eni SpA, on whose activities it receives periodic reporting through the CEO. The CEO is responsible for implementing and updating Model 231, in compliance with the powers conferred to him by the Model itself.

The Eni 231 Supervisory Body ensures the preservation and facilitates the distribution, which may be done using internal regulatory instruments, to the relevant Company units of information on sensitive activities and control standards approved by the CEO during Model 231 updates.

Furthermore, in accordance with provisions of the law, a disciplinary system for punishing any violations of Model 231 and failure to comply with corporate procedures for implementing control system were incorporated into the Model.

In this respect, in 2020 Eni continued to provide e-learning training, for low-level employees, newly hired employees, young graduates, managers and top managers, with the degree of further training diversified by roles and positions.

3.11.9 Anti-Corruption Compliance Programme

In accordance with the "zero tolerance" principle expressed in the Code of Ethics, Eni has decided to respond to the high risks that the company faces in carrying out its business activities, by implementing a comprehensive system of rules and controls aimed to prevent corruption-related crimes (the Anti-Corruption Compliance Programme).

The model for the Italian subsidiaries of Eni

The model for the foreign subsidiaries of Eni

The role of Eni's Board

The role of the 231 Supervisory Body

The disciplinary system

Training on 231

Rules and controls for preventing corruption

The Eni Anti-Corruption Compliance Programme, characterised by its dynamism and constant attention to the evolving national and international legislation and best practices, was developed in accordance with the applicable anti-corruption legislation and with international conventions, including the United Nations Convention Against Corruption, the US Foreign Corrupt Practices Act and the UK Bribery Act.

The primary internal rules are currently represented by the Anti-Corruption MSG and additional detailed regulatory instruments that constitute the reference framework for identifying the risk areas and control instruments that the Company provides personnel to prevent and counteract the risk of corruption. All Eni's subsidiaries, in Italy and abroad adopt, by resolution of their Board of Directors, both the Anti-Corruption MSG and all the other anti-corruption regulatory instruments.

Eni does its utmost to ensure that both the Company and the entities in which Eni has a non-controlling interest comply with the standards laid down in its internal anti-corruption rules, adopting and maintaining an adequate internal control system that complies with the requirements of anticorruption legislation.

To ensure the effectiveness of the Anti-Corruption Compliance Programme, in 2010 Eni established a dedicated organisational unit, within the "Integrated Compliance" function, reporting directly to the Chief Executive Officer.

The anti-corruption unit provides specialised anti-corruption assistance in relation to the activities of Eni SpA and its subsidiaries, with particular reference to the assessment of the reliability of counterparties potentially at risk ("anti-corruption due diligence"), the management of any critical issues/red flags that may have emerged and the preparation of the related contractual safeguards. In particular, the Anti-Corruption MSG establishes that the results of the due diligence process, including any observations of the anti-corruption unit, shall be brought to the attention of the person or body authorising the related transaction, including the Board of Directors.

Furthermore, the anti-corruption unit is responsible for maintaining the flow of information to Eni's supervisory bodies, drafting semi-annual reports on its activities.

The anti-corruption training programme for Eni personnel includes both online courses (e-learning) and training events in the classroom (workshops). The target audience for the training programme is also identified on the basis of a methodology of systematic segmentation of Eni employees in accordance with the level of corruption risk to which they are exposed. As to the subjects of training, the workshops offer a general overview of the anti-corruption laws applicable to Eni, the risks that could derive from their violation by individuals and entities and the Anti-Corruption Compliance Programme that Eni has adopted and implemented to deal with these risks, using an interactive and engaging format based on case studies, with multiple choice questions to test the level of understanding of the topics covered. In order to increase the involvement of the participants in the training initiatives and to reduce the distance Internal rules and mandatory adoption for subsidiaries

Anti-Corruption unit

Anti-corruption due diligence

Reporting to control bodies

Training

with the trainer, some training events intended for professional areas at specific risk of corruption (socalled job specific training) have a "gaming" format, which provides for the application of game mechanisms and dynamics in the simulation of practical cases.

Starting from March 2020, due to the emergency linked to COVID-19 pandemic, the training events planned in the classroom were carried out remotely.

specialistic e-learning	3,388
basic e-learning	3,769
general workshop	904
job specific training	568

In addition, in 2020, the anti-corruption unit

illustrated the key elements of the Anti-Corruption Compliance Program of Eni SpA to the members of the Board of Directors of Eni SpA, in the board meeting of November 19, 2020,189 also in terms of its consistency with the best international practices;
continued the on-line anti-corruption training programme for Eni business associates, involving the agents and depository accounts of Eni Fuel SpA;
continued its work of providing regular information and updating on anti-corruption issues, through the creation of anti-corruption content with the Compliance Flashes190, periodically addressed by the Integrated Compliance function to the Company's top management.

Eni's experience in anti-corruption matters is also gained through continued participation in international events and working groups that represent, for Eni, an instrument for growth and promotion and diffusion of its values. In this connection, Eni actively participated in the Partnering Against Corruption Initiative (PACI) of the World Economic Forum and O&G ABC Compliance Attorney Group (a discussion group addressing anti-corruption issues in the Oil & Gas industry).

Participation in conferences and working groups

With regard to external assessments of Eni's Anti-Corruption Compliance Programme:

in 2013 a global assessment was performed by an independent legal expert to assess the effectiveness of the Anti-Corruption Compliance Programme, both in terms of the adequacy of its procedural design and the effective application of such design. The assessment found that both the design and application of the Compliance Programme were sound overall, in line with the appropriate benchmarks and international best practices;
on January 2017 Eni SpA was the first company in Italy to receive the ISO 37001:2016 "Antibribery Management Systems'' certification for its Anti-Corruption Compliance Program. To maintain this certification, Eni is cyclically subjected to surveillance audits, carried out by a leading certification company in Italy, which were always completed successfully from 2017 to 2020.

3.11.10 Antitrust Compliance Programme

In order to ensure compliance with antitrust legislation, as expressly referenced in the Code of Ethics, Eni has adopted specific rules aimed at disseminating awareness of antitrust legislation within Eni and its Italian and foreign subsidiaries and at ensuring adequate oversight in order to prevent any violations.

With a view to continuous improvement, these rules have been subsequently updated and transformed, in April 2017, into the Antitrust Compliance Programme, as formalised in the Management System Guideline Antitrust (Antitrust MSG), most recently updated in 2019, which applies to Eni and its subsidiaries. Eni further undertakes to exert influence over the various enterprises in which the Company does not hold a controlling interest such that they will adopt guidelines similar to those of the Antitrust MSG.

In implementation of the Antitrust Compliance Programme, a specific Company function is responsible for conducting assessments of how business initiatives comply with antitrust legislation, including identification of related risks and specifying controls to mitigate those risks, as well as for conducting periodic analyses of the adequacy of the Antitrust Compliance Programme, taking account of the risks

The global assessment by independent legal expert

Certification ISO 7001:2016

The Management System Guideline

¹⁸⁹ For more details please see section on "Board Induction".

¹⁹⁰ These are information briefs drawn from freely accessible sources concerning integrity and, more generally, compliance issues (including any anti-corruption issues) that may be of interest to Eni in view of the themes addressed or geographical areas to which they refer.

encountered and related guidelines and best practices, also with a view to proposing potential updates, and for overseeing related training programmes.

3.11.11 Privacy and Consumer Protection

Eni has established guiding principles concerning data protection in its Code of Ethics and has long been committed to implementing policies to protect the personal data of its employees, customers, suppliers, shareholders, partners, stakeholders, and all other persons with which the organization comes into contact. To this end, Eni long ago adopted a specific Management System Guideline (MSG), and this MSG has recently been updated to comply with Regulation (EU) No. 2016/679 (i.e. the General Data Protection Regulation, or "GDPR"). This Privacy and Data Protection MSG represents the heart of the Privacy Compliance Model of Eni and its subsidiaries in Italy and abroad and establishes a system for protecting the rights and personal data of data subjects.

Eni has appointed a central Data Protection Officer (DPO) for the Group, a position required by law, who is responsible for providing information and advice on data protection issues and for overseeing the application of related laws and regulations. A specific Company function is also responsible for overseeing coordination with the subsidiaries and ensuring the flow of information between the DPO and the Company functions or third parties involved, while also providing specialist support to Eni and its subsidiaries and helping to design initiatives with an impact on privacy and data protection ("privacy by design"), supporting Eni and its subsidiaries in adopting an organisational structure and processes that comply with applicable laws and regulations, including the guidelines and other recommendations of regulators, and overseeing training programmes.

Eni has also adopted a specific MSG entitled "Code of Commercial Practice and Advertising", which was updated in 2017 in response to the gradual establishment of a code of European consumer rights and which includes both rules concerning unfair commercial practices towards consumers and small businesses and the rights of consumers in agreements entered into remotely, as well as other applicable regulations (e.g. e-commerce, non-discrimination, etc.).

A specific Company function is also responsible for providing specialist support concerning laws and regulations protecting consumers and small businesses, assisting Eni and its subsidiaries in Italy and abroad in adopting marketing and other commercial practices in line with best practices and with the principles of professional integrity as well as internal processes that comply with applicable laws and regulations and with guidelines provided by competent local authorities. This function is also responsible for overseeing related training programmes.

3.11.12 Procedure for whistleblowing reports received, including anonymously, by Eni SpA and by its subsidiaries in Italy and abroad

Since 2006, Eni has adopted internal rules, aligned with national and international best practices, as well as with the Italian legislation (Law 179/2017), governing receipt, analysis and processing of reports (socalled whistleblowing), including those transmitted in confidential or anonymous form by Eni SpA and by its subsidiaries in Italy and abroad. In this regard, dedicated and easily accessible information channels have been set up, available on the Company's website.

These internal rules allows anybody (Eni employees, as well as any third party) to report facts relating to the Internal Control and Risk Management System and concerning behaviours in violation of the Code of Ethics, laws, regulations, provisions of the Authorities, internal regulations, Model 231 or Compliance Models for foreign subsidiaries, that may cause damage or prejudice, even if only in terms of image, to Eni.

This process is managed by the Internal Audit function which ensures that all whistleblowing reports received through dedicated channels are examined. All reports that are detailed and verifiable, based on the evaluation of an internal cross-functional team, are subsequently subject to investigation. The checks are carried out by the Internal Audit itself as quickly as possible while ensuring confidentiality, anonymity, and the protection of the whistleblower.

Assessments involving whistleblowing reports are summarized in "whistleblowing files", and are aimed not only at ascertaining the truthfulness or otherwise of the reported facts but also at formulating any recommendations regarding the adoption of corrective actions to strengthen the Internal Control and Risk Management System. At the outcome of the investigations, the reporting files are submitted to the

The Privacy and Data Protection Management System

The Data Protection Officer and the coordination with the subsidiaries

The MSG Code of Commercial Practice and Advertising

The whistleblowing reports

Investigation phase

approval of Eni Board of Statutory Auditors,191 in its capacity as the Audit Committee under US law and, if relevant, to the examination of the Eni 231 Supervisory Body.

The Internal Audit function also reports on its investigations to the Chairman of the Board of Directors, the CEO, the audit firm and, for whistleblowing reports within their area of responsibility, to the top manager of the relevant functions and the heads of the 231 Supervisory Bodies of each Italian or foreign subsidiaries.

The "Litigation Management" regulations were last updated on November 18, 2013. They govern the process of the communication and internal dissemination of news concerning developments in significant litigation or administrative proceedings192 involving Eni SpA and/or its subsidiaries and requires that a team of Eni top managers ("TeamPEG"193), each in his area of expertise, oversee the coordination of the necessary actions – while observing the legal and operational autonomy of the subsidiaries and their control and supervisory bodies – including for the purposes of a proper exercise

3.11.13 Litigation Management Regulations

of management and coordination functions by Eni SpA, where applicable.

Information flows

Purpose of regulations and TeamPEG

Subsidiaries also promptly notify the team of significant legal events and any whistleblowing reports, including anonymous reports, which, regardless of whether or not action has been brought by law enforcement authorities, relate to certain legal circumstances indicated in the procedure.

The measures governed by the regulation contribute to the effectiveness of the internal control and risk management system, in part to ensure consistency in the action of Eni SpA and its subsidiaries in response to significant legal events.

3.11.14 Management System Guideline "Transactions involving the interests of Directors and Statutory Auditors and transactions with related parties"194

On April 4, 2017, the Board of Directors, having received a favourable and unanimous opinion of the Control and Risk Committee, approved a few changes in the Management System Guideline (MSG) "Transactions involving the interests of Directors and Statutory Auditors and transactions with related parties", first adopted in implementation of Consob regulations on November 18, 2010.195

At its meeting of January 21, 2021,196 the Board of Directors, taking account of the information gathered on the issue and obtaining a favourable opinion from the Control and Risk Committee, the Board judged as positive the adequacy of the design of the MSG, without prejudice to any necessary amendments to the provisions of Legislative Decree No. 49/2019 as implemented by Consob with Resolution no. 21624 of December 10, 2020, published on December 11, 2020. 197

The current MSG, while being largely based on the definitions and provisions of the Consob Regulation, extends the rules for transactions carried out directly by Eni to all transactions undertaken by

¹⁹³ The Team is composed of the Director Legal Affairs and Commercial Negotiation, as Team coordinator, the Director Human Capital & Procurement Coordination, the Director Corporate Affairs and Governance, the Director Internal Audit, the Director External Communication, the Director Public Affairs and the Director Integrated Compliance.

¹⁹⁷ Consob expects companies to adapt their procedures by June 30, 2021 and apply the same from July 1st, 2021.

Eni's procedure

Consob regulation and Eni's choices

Types of transactions: transactions of greater importance, transactions of lesser importance, exempt transactions

¹⁹¹ Eni's Board of Statutory Auditors informs the Control and Risk Committee about the whistleblowing files sent to Consob ex art. 149 paragraph 3 of the Consolidated Law on Financial Intermediation and about the files admitted as founded reports on facts judged as relevant or at least significant for the purposes of the Internal Control and Risk Management System.

¹⁹² Specifically, notices, news and requests received by Eni SpA and/or its subsidiaries or that, in any case, it is made aware of concerning judicial or administrative proceedings, of particular significance to Eni, during the preliminary or trial stage or in the course of investigation or expressly indicated as possible by the authority that has the power to initiate it once the investigations in course have been completed.

¹⁹⁴ The MSG "Transactions involving the interests of Directors and Statutory Auditors and transactions with related parties" is available in the Governance section of the Company's website.

¹⁹⁵ The first version of the MSG of November 18, 2010 had repealed and replaced the previous Company rules in this area, which had been approved on February 12, 2009.

¹⁹⁶ At its meeting of January 19, 2012, the Board of Directors conducted the first annual review of the MSG, as required by the document itself, in advance of the three-year deadline set by Consob. The Board consequently modified the first version of the MSG procedure in a number of areas with a view to facilitate application of the procedures. The MSG and the subsequent amendments received the unanimous, favourable opinion of the former Internal Control Committee of Eni, composed entirely of independent Directors under the provisions of the Corporate Governance Code and in accordance with the Consob Regulation. At its meetings of January 17, 2013, January 16, 2014, January 20, 2015, January 19, 2016, March 17, 2017, January 18, 2018 and January 17, 2019 the Board of Directors, subject to obtaining a favourable opinion from the Control and Risk Committee, conducted an annual review of the MSG and, taking account of the information received, decided no amendments of the MSG were necessary, although during the most recent review of 2017 it did note the advisability of certain updates of the MSG and the associated annexes. These updates were implemented with a resolution of the Board of Directors on April 4, 2017, after first obtaining a unanimous favourable opinion of the Control and Risk Committee.

subsidiaries with related parties of Eni SpA, with a view to enhancing safeguards and improving functionality.

In addition, the definition of "related party" has been extended and defined in greater detail.

Transactions with related parties are divided into transactions of lesser importance, of greater importance and exempt transactions, with procedural arrangements and transparency requirements that vary based on the type and importance of the transaction.

In general, the independent Directors on the Control and Risk Committee or the Remuneration Committee – in the case of certain remuneration issues – play a central role in all significant transactions with related parties. Specifically, for transactions of lesser importance, the procedures require that the relevant committee express a reasoned, non-binding opinion on the Company's interest in completing the transaction and the economic benefits and substantive fairness of the underlying terms.

Exempt transactions comprise low-value transactions as well as ordinary transactions carried out under standard conditions, intercompany transactions and those regarding remuneration as specified in the MSG.

In order to strengthen the anti-avoidance mechanisms of the rules, improving the system beyond the requirements set out in the Consob Regulation, the MSG governs multiple low-value transactions with the same related party, establishing that all transactions whose cumulative value, however small the value of the individual operations, exceeds the specified threshold shall be subject to the procedures established for transactions of lesser importance (regardless of whether they were carried out for a single purpose), without prejudice to the possible application of other exception s provided for in the MSG.198

For transactions of greater importance, without prejudice to the decision-making powers reserved to Eni Board of Directors, the relevant committee is involved starting from the preparatory phase of the transaction and expresses a binding opinion on the Company's interest in the completion of the transaction and the economic benefits and substantive fairness of the underlying terms.

With regard to the disclosures to be provided to the public, the relevant provisions of the Consob Regulation have been fully incorporated in the MSG.

The MSG also sets out the timing, responsibilities and verification tools to be used by Eni employees involved and the reporting requirements that must be complied with for the correct application of the rules.

Finally, consistent with the choice made with the previous system, the MSG includes specific rules for transactions in which a Director or a Statutory Auditor holds an interest, whether directly or on behalf of third parties. More specifically, the MSG contains specific monitoring, evaluation and motivation requirements related to the preliminary phase and to the completion of a transaction with a party of interest to a Director or a Statutory Auditor.

In this regard, both in the preliminary and approval phase, a detailed and documented examination of the reason for the transaction is required, showing the interest of the Company in its completion and the economic benefits and fairness of the underlying terms. In any case, if the transaction is under the responsibility of the Eni Board of Directors, a non-binding opinion from the Control and Risk Committee is required.

In order to ensure prompt and effective verification of the implementation of the MSG, a database had been created listing related parties and Eni subjects of interest, together with a search application that the agents of Eni and the subsidiaries responsible for preparing transactions can use to access the database in order to determine the nature of the transaction counterparty. As noted earlier, the database is currently being updated in order to permit controls of multiple low-value transactions and further improve monitoring and reporting of the transactions to the corporate bodies.

To ensure an effective system of control over transactions, every two months the CEO must report to the Board of Directors and to the Board of Statutory Auditors on the execution of individual transactions with related parties and subjects of interest to Directors and Statutory Auditors, which are not exempt from the provisions of the MSG, and prepare a semi-annual aggregate report on all transactions with related parties and parties of interest (exempt and non-exempt) carried out during the reporting period. The MSG also establishes that the semi-annual reporting to the Board of Directors and Board of Statutory Auditors shall be transmitted in advance to the Control and Risk Committee as well.

Independent Directors

Exempt transactions

Multiple low-value transactions

Transactions of greater importance

Disclosures to the public

Internal processes

Transactions with subjects of interest of Directors and Statutory Auditors

Periodic reporting

¹⁹⁸ The rules governing multiple low-value transactions will be applied as from the date the information systems for the monitoring are implemented.

The Board of Statutory Auditors monitors the compliance of Eni's procedures with the principles set out by Consob concerning related parties,199 as well as whether their conformity based upon information received and reports to the Shareholders' Meetings on its activities.

Numerous training and information meetings have been held since 2015, coordinated by Corporate Affairs and Governance function, involving all the functions of Eni and its unlisted subsidiaries most affected by the relevant legislation. These activities were accompanied by a session of ongoing training for the Board of Directors and the Board of Statutory Auditors, which reviewed the main aspects of the applicable regulations and the associated responsibilities of the corporate bodies and their members.

3.11.15 Management System Guideline "Market Information Abuse (Issuers)"

Managing of corporate information and inside information in particular

Eni recognises that information is a strategic corporate asset and as such must be managed so as to safeguard the interests of the Company. Moreover, the correct disclosure of information is the basis for the orderly functioning of financial markets and their development, contributes to Company's reputation, and reinforces investor trust in the Company.

On October 25, 2018, as proposed by the CEO and having heard the opinion of the Control and Risk Committee, the Board of Directors approved the MSG "Market Information Abuse (Issuers)" and related annexes, an update to the previous internal regulation for aspects related mainly to issuers,200 to new European and Italian legislation, and to the latest guidance of competent authorities.201

The MSG governs the proper management and disclosure of Company information, and of inside information in particular, and related principles of conduct and implements the specific obligations and prohibitions established by law in order to provide Eni and all Eni personnel with a clear, unified and comprehensive framework of applicable laws, regulations and other obligations safeguarding both the markets and Eni.

Therefore, the MSG is intended to make Eni personnel aware of the value of information and the consequences that may derive from poor management of that information.

In particular, as described in greater detail below, the MSG and the associated annexes lay down principles of conduct for the internal management and external communication of corporate information in general and govern: (i) prohibitions on the insider dealing and the unlawful disclosure of inside information; (ii) the internal management and the external disclosure of Eni inside information; (iii) the rules of conduct concerning transactions in Eni financial instruments carried out by persons who perform administration, control or management functions in Eni Issuers (i.e. "Relevant Persons"), as well as persons closely associated with them (i.e. "Managers' Transactions", formerly known as "Internal Dealing").

The rules of conduct established by this MSG and the associated annexes have been adopted to ensure compliance with the legal, regulatory and self-disciplinary measures governing this field in order to protect shareholders, investors, the market, and Eni, also in order to prevent unlawful conduct that could give rise to liability.

In order to facilitate the application of the rules concerning the identification of Eni Inside Information, a mapping of the Eni Relevant Information is provided, along with supporting examples.

Monitoring role of the Board of Statutory Auditors

Training

Internal rules approved by the Board

Purposes of the regulation

¹⁹⁹ The oversight function of the Board of Statutory Auditors is governed by Art. 2391-bis of the Italian Civil Code, Art. 4, paragraph 6 of the Consob regulation on related-party transactions, as well as the relevant internal regulations, to which a chapter of the "Internal Control and Risk Management System" section of this Report is dedicated.

²⁰⁰ The Abuse of Market Information (Issuers) MSG does not include provisions related to market manipulation, to obligations of participants on the emission allowances market, and to financial instruments other than listed bonds and shares. It also does not include the provisions of Regulation (EU) No. 1227/2011 ("REMIT").

²⁰¹ Primary Italian legislation (the Consolidated Law on Financial Intermediation) has been adapted to European legislation (Market Abuse Regulation No. 596/2014/EU and related delegated acts) by way of Legislative Decree No. 107 of August 10, 2018, which came into effect on September 29, 2018. With regard to Italian regulations, the amendments to the Rules for Issuers and the Markets with Consob Resolution No. 19925 of March 22, 2017, in order to adapt them to the European Market Abuse Regulation, came into effect on April 29, 2017. Furthermore, in October 2017 Consob issued its guidelines concerning the handling of inside information. Furthermore, in 2019 ESMA started the process to revise the "MAR Regulation" with a consultation that ended on November 29, 2019. On September 24, 2020 ESMA published the "Final Report – MAR Review Report" with the results of the consultation. The document was transmitted to the European Commission. On December 11, 2019 EU Regulation No. 2019/2115 on the "promotion of the use of SME growth markets "was published in the Official Journal of the European Union, amending, among other things, the MAR Regulation. These amendments will apply from January 1, 2021. Finally, on July 17, 2019, Consob began a consultation on the "Guidelines on transactions on own shares in an intact market context" with the aim of providing issuers with indications on the methods of implementation of transactions in own shares, reducing the risk of committing market abuse offences.

The new rules further strengthen measures for preserving the confidentiality of corporate information in general, as required by Criterion 1.C.1 letter j) of the 2018 Corporate Governance Code202 and inside information in particular, ensuring that information is used by employees and members of the corporate bodies in accordance with the principles of sound management of information within the context of the duties assigned to them in the pursuit of the Company business and in compliance with the principles set out in Eni's Code of Ethics and with corporate security measures. Directors and Statutory Auditors shall ensure the confidentiality of documents and information acquired in the performance of their duties and shall ensure compliance with the MSG.

Internal management and external disclosure of Eni inside information

The provisions of the MSG provide a detailed description of the process of internal management and external disclosure of Eni inside information, which had been implemented in July 2016 when the MAR came into effect while awaiting completion of the legislative framework and related interpretations and the consequent adaptation of the new MSG.

In particular, the MSG confirms, supplements and reinforces the roles and responsibilities of the functions involved in the process, which has been structured so as to allow for the rapid analysis of information and decisions regarding public disclosures, including any use of procedures for the delay of public disclosure.

More generally, in accordance with Consob recommendations, the MSG governs monitoring of the shift from "potentially inside information" concerning Eni ("Eni Specific Relevant Information" in Consob terms) to "inside information" after a mapping of the "Types of Eni Relevant Information", while identifying related mechanisms to ensure segregation and confidentiality (i.e. the "Relevant Information List" and "Insider List of persons with access to Eni Inside Information").

During the year, the competent Company functions continued their work on awareness and training – within Eni SpA and the subsidiaries – with regard to market abuse and with a particular emphasis on the accountability of all Eni personnel concerning conduct to ensure the confidentiality of Company information, and of inside information in particular, and concerning prohibitions (against the abuse of inside information and unlawful disclosure) and related sanctions. In consideration of the COVID-19 health emergency, all training events took place "remotely".

Insider List of persons with access to inside information

In line with the provisions of applicable legislation, the MSG governs the rules for maintaining and updating the Insider List of persons with access to Eni inside information (the "Insider List").

Specifically, in accordance with legislative recommendations, the Insider List has been prepared in digital form, and the information systems used allow for the tracking of those who have access to inside information.

In line with the interpretations of European and Italian supervisory authorities, Eni has also opted to include a "permanent" section, in line with Consob recommendations, that lists the Eni persons regularly involved in the assessment of inside information. In this regard, the MSG expressly states that those who are listed in this permanent section are required to take special precautions, given the nature of the information in their possession.

Market disclosure of documents and inside information

As specifically concerns disclosure to the public of inside information as soon as possible, the MSG confirms that such public disclosure is to take place by way of price-sensitive press releases.

The MSG states that inside information disclosed by way of price-sensitive press releases: (i) is to be disclosed using procedures that allow for rapid access and thorough, accurate and timely evaluation and that ensure impartiality in access to the information using the mechanisms of dissemination and storage specified by applicable laws and regulations; as such, this dissemination must be done without discrimination, free of charge, and simultaneously to the broadest possible audience; (ii) must not be accompanied by marketing of the Company's business; and (iii) is to be stored on the Eni website for a period of no less than five years.

As such, the MSG confirms the rules that Eni has always followed for the public disclosure of inside information (i.e. transparency, no hidden agenda, materiality, clarity, completeness, traceability, homogeneity of information, equal access to information, symmetry of information, consistency, and timeliness). It also maintains the rules for acquiring news and information from the subsidiaries as The process of internal management and external disclosure of inside information

Monitoring of the shift from "potentially inside information" for Eni to "inside information"

Training

Insider List

The price-sensitive press releases

²⁰² As from January 1, 2021, the applicable rule is recommendation 1, letter f) of the new Code, which Eni adopted on December 23, 2020. The change will be transposed in Eni's MSG AIM at the first amendment opportunity, upon proposal of the Chairman acting in agreement with the CEO.

necessary in order to provide adequate and timely reporting to the Board of Directors and to the markets regarding events and circumstances that could result in inside information.

Managers' Transactions (formerly Internal Dealing)

The MSG governs disclosure obligations concerning transactions in Eni financial instruments by persons who perform administration, control or management functions for Eni SpA ("Relevant Persons") and by persons closely associated with them (i.e. the provisions concerning "Managers' Transactions", formerly known as "Internal Dealing") and the prohibition for Relevant Persons to execute transactions during certain periods of the year (i.e. Blocking Period).

Eni SpA Relevant Persons are the Directors, Statutory Auditors, the Magistrate of the Court of Auditors, Executives who report directly to the CEO and to the Chairman, and members of the Management Committee. The MSG specifies the obligations for the disclosure of transactions allowed by law and conducted by Relevant Persons and persons closely associated with them, as well as Eni's obligations of public disclosure.

Disclosures related to transactions that fall within the scope of application of the provisions for Managers' Transactions are also published on the Eni SpA website in the section of the same name.

In line with applicable laws and regulations, the MSG governs Blocking Periods during which Relevant Persons are prohibited from executing transactions in Eni financial instruments, either on their own behalf or for others, either directly or indirectly, for 30 calendar days prior to the announcement of an interim or annual financial report.

In addition to the requirements of applicable law, Eni has extended application of the blocking period to 30 days prior to the publication of quarterly reports.

Relevant Persons are constantly reminded of the calendar of Blocking Periods.

These rules were voluntarily extended by Eni to certain other parties for the significant activities performed in connection with the preparation of financial reports and strategic plans in those periods.

3.11.16 Management System Guideline "Market conducts and financial regulation"

The Management System Guideline "Market Conduct and Financial Regulation" was approved by the Board of Directors on June 27, 2019, with the aim of comprehensively regulating203 corporate controls concerning the protection, integrity and transparency of the financial and energy markets in which Eni companies operate, taking account of the interaction among the abundant external regulations protecting the integrity and transparency of these markets.

The MSG and its annexes govern the conduct to be adopted to ensure compliance with the provisions of law and regulations in operating in the financial and energy markets, thus preventing illegal conduct giving rise to liability.

3.11.17 Management System Guideline "Economic and Financial Sanctions"

The Management System Guideline "Economic and Financial Sanctions" was approved by the Board of Directors on April 9, 2019, and defines a comprehensive body of rules and internal controls aimed at mitigating the risk of non-compliance with the provisions of national and international sanction programmes, establishing the roles and responsibilities of the parties involved in activities at risk and in the related mitigation measures.

A specific business unit, established within the Integrated Compliance function, has the task of carrying out preventive assessments on the compliance of specific business operations and initiatives, identifying the related risk factors and any ad hoc mitigation actions. Regular internal training programs are defined in line with the level of risk to which the relevant personnel are exposed.

Eni SpA Relevant Persons

Blocking Period

Target of Management System Guideline "Market Conduct and Financial Regulation"

Economic and Financial Sanctions

²⁰³ Excluding matters under the Management System Guideline "Abuse of Market Information (Issuers)". For further information, please refer to the relevant section in this Report.

3.12 AUDIT FIRM204

The statutory auditing of Eni's financial statements is entrusted, pursuant to law, to PricewaterhouseCoopers SpA ("PwC"), whose engagement for the financial years 2019-2027 was approved by the Shareholders' Meeting held on May 10, 2018, acting on a reasoned proposal of the Board of Statutory Auditors.

In addition to the obligations set forth in national audit regulations, Eni's listing on the New York Stock Exchange requires that the audit firm issues a report on the Annual Report on Form 20-F, in compliance with the auditing principles generally accepted in the United States, as well as an assessment of the effectiveness of the internal control system applied to financial reporting, which governs the preparation of the consolidated financial statements.

For the most part, the financial statements of the subsidiaries are audited by Eni's audit firm.

In carrying out its work, the audit firm has access to the information, data (both documentation and digital information), archives and property of the Company and its subsidiaries.

In its meeting of January 16, 2020, the Board of Statutory Auditors approved the document on the "Managing auditing engagements" setting general principles pertaining to the granting and revocation of the engagement, the independence of the audit firm and causes for incompatibility, reporting responsibilities and obligations of the audit firm, and the regulation of the flow of information to the Company and the SEC.

In order to preserve the independence of the audit firms, a monitoring system for "non-audit" work has been created where, in general, the audit firm and its network are not awarded engagements unrelated to the performance of statutory audit activities, except in rare circumstances pertaining to activities that are not prohibited by Italian legislation or the Sarbanes-Oxley Act.

3.13 CONTROL OF THE COURT OF AUDITORS

The financial management of Eni is subject to the control of the Court of Auditors ("Corte dei Conti")205 in order to preserve the integrity of the public finances. This work has been performed by the Magistrate of the Court of Auditors Manuela Arrigucci, on the basis of the resolution approved on December 18-19, 2018 by the President's Council of the Court of Auditors. The Magistrate of the Court of Auditors attends the meetings of the Board of Directors and the Board of Statutory Auditors.

3.14 RELATIONS WITH SHAREHOLDERS AND THE MARKET

In compliance with its Code of Ethics and the 2018 Corporate Governance Code, Eni has maintained an open and on-going dialogue with institutional investors, retail shareholders and the market, so as to ensure the dissemination of complete, accurate and timely information on its activities, without prejudice to the need to preserve the confidentiality that certain information may require.

Disclosures concerning periodic reports, the four-year strategic plan, major events and transactions are disseminated through press releases, meetings and conference calls with institutional investors, financial analysts and the press, and are promptly made available to the general public, including by way of publication on the Company's website.

In particular, presentations by top management to the financial markets concerning the quarterly and annual results and the four-year strategic plan are transmitted live on the Company's website, informing retail shareholders, enabling them to participate in the most significant market events in real time.

Recordings of these events, press releases and the associated presentations and transcripts are permanently available on the Company's website.

In response to the need to extend the dialogue with investors, during the traditional strategic presentation of 2019 performance and 2020-2023 Strategic Plan (on February 28, 2020), the Chief Executive Officer illustrated Eni's energy transition strategy to 2050 outlining the evolutionary and integrated path of the individual businesses with indication of operational objectives for 2035 and 2050. This strategy was updated in February 2021, to progressively reduce the carbon footprint of activities with a commitment to achieve total decarbonisation of products and processes by 2050.

Engagement and term of office

Relations with shareholders

²⁰⁴ The audit firm expresses its opinion on this Report pursuant to Art. 123-bis, paragraph 4, of the Consolidated Law on Financial Intermediation.

²⁰⁵ Pursuant to Art. 12 of Law No. 259 of March 21, 1958.

The Investors section of Eni's website (www.eni.com) is constantly updated with information on dividends, the share price, the trend of the main stock market indices, including credit ratings and ESG.

The website also contains, among other things, documents relating to the Shareholders' Meeting, including the minutes of meetings and to the corporate governance system of Eni. The Shareholders' Meeting documentation is provided free of charge to anyone who may request it, including through the Company's website.

A section of the website is dedicated to Eni's Corporate Governance, and the governance model is illustrated with a summary graphic as well as with additional detailed pages. The website also provides easy access to a considerable amount of other documentation, including this Report, previous reports and the documents referred to in the reports.

Again in 2020, Eni was confirmed at the top of Webranking Europe 500 and Italy rankings, dedicated to digital corporate communication, compiled by Comprend in collaboration with Lundquist, which respectively assess the quality of online corporate communication of the European companies included in the FT Europe 500 index and of Italian companies, standing out for the transparency and completeness of their information. Eni also ranked in the Gold Class in Lundquist's ".Trust" research, evaluating the ability of companies to convey their brand and their business, to communicate leadership and to build a relationship of trust with interlocutors.

Thanks to a growing commitment to transparency and to the business model built by Eni over the last seven years to create long-term sustainable value, in 2020 Eni obtained or confirmed the excellence assessments in the main ESG ratings used by the financial markets: MSCI ESG, Sustainalytics ESG Risk, Bloomberg ES, CDP Climate and Water, Transition Pathway Initiative and V.E (previously VigeoEiris) and confirmation for the fourteenth year in a row, improving the score from 4.2 to 4.5/5, in the specialized stock exchange index FTSE4Good Developed.

In particular, MSCI confirmed the ESG rating at "A" (scale AAA - CCC); Sustainalytics improved the ESG Risk Rating by assigning Eni a score of 25.7/100 which places Eni in the top 3 among its peers in the energy sector, CDP confirmed its A- rating (scale A - F) in the assessments the CDP Climate and CDP Water questionnaires on climate change and safety of water resources; Vigeo Eiris (now V.E) brought Eni's rating to 65/100 with consequent inclusion in the "Advanced" range, the highest envisaged by the rating. In addition, the Transition Pathway Initiative (TPI) assessment confirmed Eni for the fourth year in a row among the leaders in the Oil & Gas sector in terms of management quality and climate strategy. Eni obtained the highest "4 STAR" level in the Management Quality assessment and was also one of the few Oil & Gas companies assessed as in line with the TPI benchmark on the Paris Agreements.

Please refer to the "Investor" page of the Company's website for timely updates on ESG indices and ratings and to the "Responsible and Sustainable Approach" paragraph of this document for further recognition of Eni's ESG approach.

Responding to the need to keep its ongoing dialogue with the market on ESG matters, also in 2020 Eni participated in the fourth annual meeting with investors specialising in ESG organized by the Milan Stock Exchange (Milan, July 2020). In recent years, Eni also intensified dialogue with proxy advisors and investors on its remuneration policy, also with meetings with the Chairman of the Remuneration Committee.

Specific Eni units handle relations with institutional investors, shareholders and the media.

As provided for in the 2018 Corporate Governance Code, relations with institutional investors and financial analysts are managed by the Head of the Investor Relations function; the relevant information is available on the Eni website in the "Investors" section and may also be requested by e-mail at [email protected].

Relations with other shareholders are managed by the Corporate Secretariat. The relevant information is available on the Eni website in "Governance" section and may also be requested by e-mail at [email protected], or by calling the toll-free number 800940924 (from abroad: 80011223456).

Relations with the media are managed by the Head of the External Communication function; the relevant information is available on the Eni website in the "Media" section and may also be requested by e-mail at [email protected].

The following tables show the structure and meetings of the Board of Directors, the Committees and the Board of Statutory Auditors.

Specific Eni units handle relations with institutional investors, shareholders and the media

	Board of Directors			Control and Risk Committee			Remuneration Committee		Nomination Committee		Sustainability and Scenarios Committee
Members*	Year of first		Executive/ appointment Slate' Non Executive Independence Position' attendance Position' attendance Position' attendance		Meetings		Meetings		Meetings		Meetings		Meetings
Chairman
Emma Marcegaglia	2014	M	Non-Executive	CLFI	বা বি
Chief Executive Officer
Claudio Descalzi	2014	M	Executive		4/4
Directors
Andrea Gemma	2014	M	Non-Executive	CLFI-CGC	4/4	M	5/5	C	ਕੀ ਕੇ	M	3/3
Pietro Guindani	2014		m Non-Executive	CLFI-CGC	4/4			M	4/4			C	5/5
Karina Litvack	2014		m Non-Executive	CLFF-CGC	4/4	M	5/5					M	રીક
Alessandro Lorenzi	2011		m Non-Executive	CLFF-CGC	4/4	C	5/5	M	A/A
Diva Moriani	2014	M	Non-Executive	CLFI-CGC	বা বি	M	5/5	M	चौवे	C	3/3
Fabrizio Pagani	2014	M	Non-Executive		4/4					M	3/3	M	4/5
Domenico Livio Trombone	2017	M	Non-Executive	CLFI-CGC	4/4					M	3/3	M	5/5
No. of meetings in 2020					4		5		4		3		5
Average length of meetings					4h 56m		5h 5m		2h 15m		0h 40m		2h 39m
Average attendance rate					100 %		100%		100%		100%		વેદેશ્વ

	Board of Directors				Control and Risk Remuneration Committee Committee			Nomination Committee		Sustainability and Scenarios Committee
Members*	Year of first appoint-		Executive/ ment Slate1 Non Executive Independence2 held1		No. of other			positions Meetings Posi- Meetings Posi- Meetings Posi- Meetings Posi- attendance tion4 attendance tion4 attendance tion4 attendance tion1						Meetings attendance
Chairman
Lucia Calvosa	2020		M Non-Executive	CLFI-C20	2	11/11
Chief Executive Officer
Claudio Descalzi	2014	M	Executive		-	11/11
Directors
Ada Lucia De Cesaris	2020		M Non-Executive CLFI-C18-C20			11/11	M	15/15			C	10/10
Filippo Giansante	2020		M Non-Executive		1	11/11							M	6/7
Pietro Guindani	2014		m Non-Executive	CLFI-C18-C20		11/11	C	15/15			M	9/10
Karina Litvack	2014		m Non-Executive	CLFI-C18-C20		11/11			M	6/6			C	77
Emanuele Piccinno	2020		M Non-Executive	CLFI		11/11					M	10/10	M	7/7
Nathalie Tocci	2020		M Non-Executive	CLFI-C18-C20		11/11	M	15/15	C	6/6			M	717
Raphael Louis L. Vermeir 2020			m Non-Executive CLFI-C18-C20			11/11	M	15/15	M	6/6			M	77
No. of meetings in 2020						11		15		6		10		7
Average length of meetings						3h 40m		4h 40m		2h 10m		1h 43m		3h 33m
Average attendance rate						100 %		100%		100%		96.66%		97%

Members*	Year of first appointment	Independence pursuant to Corporate Governance Code 2018	Slate	Attendance at BoSA meetings	Attendance at BoD meetings
Chairman
Rosalba Casiraghi	2017	×	minority	10/10	ਕੀ ਕੇ
Standing Statutory Auditors
Enrico Maria Bignami	2017	×	minority	10/10	ची पे
Paola Camagni	2014	×	Majority	10/10	বার্ষি
Andrea Parolini	2017	×	Majority	10/10	4/4
Marco Seracini	2014	×	Majority	10/10	4/4
No. of meetings in 2020				10	ची
Average length of meetings				4h 9m	4h 56m
Average attendance rate				100%	100%

Members*	Year of first appointment	Independence pursuant to Corporate Governance Code 2020	Slate1	Attendance at BoSA meetings	Attendance at BoD meetings	No. of positions held in listed companies2
Chairman
Rosalba Casiraghi	2017	×	minority	14/14	10/11	3
Standing Statutory Auditors
Enrico Maria Bignami	2017	×	minority	14/14	11/11	2
Giovanna Ceribelli	2020	×	Majority	14/14	11/11	1
Mario Notari (in charge until 1st September)	2020	XXX	Majority	6/6	5/5
Roberto Maglio (in charge since 1ªt September)	2020	×	Majority	718	6/6	1
Marco Seracini	2014	X	Majority	12/14	10/11	1
No. of meetings in 2020				14	11
Average length of meetings				4h 11m	3h 40m
Average attendance rate				96%	96%

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Contents

1. ENI: PROFILE, STRUCTURE AND VALUES 4

Corporate Governance and Shareholding Structure Report 2020

1. ENI: PROFILE, STRUCTURE AND VALUES

1.1 PROFILE AND STRUCTURE

Eni's Mission

1.1.1 Eni activities: the value chain

1.2 PRINCIPLES AND VALUES. THE CODE OF ETHICS

1.3 CORPORATE GOVERNANCE POLICY

1.4 RESPONSIBLE AND SUSTAINABLE APPROACH

1.5 ENI'S CORPORATE GOVERNANCE INITIATIVES

1.6 CORPORATE GOVERNANCE MODEL

1.6.1 The Corporate Governance Model of Eni SpA

1.6.2 The Main Management Committees23

Management Committee

Compliance Committee, Risk Committee and the Evaluation for Medium and Long Term Plans Committee

1.6.3 Corporate Governance Model for Eni companies

2. INFORMATION ON THE OWNERSHIP STRUCTURE26

2.1 Share capital structure, significant shareholdings and shareholders' agreements

2.2 Shareholding limits and restrictions on voting rights

2.3 Securities that confer special rights

2.4 Special powers of the State

2.5 Shares and participating financial instruments referred to Law No. 266 of December 23, 2005

2.6 Material agreements that would become effective, be modified or extinguished in the event of a change of control of Eni34

2.7 Agreements between the Company and Directors which envisage indemnities in the event of resignation or dismissal without just cause, or if their employment contract should terminate as the result of a takeover bid

2.8 Powers to Directors to increase share capital, issue participatory debt financial instruments and authorisation to purchase treasury shares

3. CORPORATE GOVERNANCE INFORMATION37

3.1 COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES

Role of the Board of Directors (Art. 1 of the 2018 Corporate Governance Code)

Composition of the Board of Directors (art. 2 of the 2018 Corporate Governance Code)

Independent Directors (Art. 3 of the 2018 Corporate Governance Code)

Internal committees of the Board of Directors (Art. 4 of the 2018 Corporate Governance Code)58

Appointment of Directors (Art. 5 of the 2018 Corporate Governance Code)

Remuneration of Directors (Art. 6 of the 2018 Corporate Governance Code)

Internal control and risk management system (Art. 7 of the 2018 Corporate Governance Code)62

Statutory auditors (Art. 8 of the 2018 Corporate Governance Code)

Relations with shareholders (Art. 9 of the 2018 Corporate Governance Code)

Observations on the Letter of December 2020 of the Chairman of the Corporate Governance Committee

3.2 POLICY FOR DIVERSITY AND GENDER BALANCE ON CORPORATE BOARDS69

Eni SpA70

Eni's subsidiaries

3.3 SHAREHOLDERS' MEETING AND RIGHTS 76

3.3.1 Responsibilities of the Shareholders' Meeting

3.3.2 Methods of calling and participating in the Shareholders' Meeting

Calling the Shareholders' Meeting

Notice calling the Shareholders' Meeting

Report on the Shareholders' Meeting agenda

Record Date

Tools for participating in and voting at the Shareholders' Meeting

Designated Representative and other initiatives for shareholders

Additions to the agenda and proposed resolutions

Shareholders' Meeting Rules

Questions prior to the Shareholders' Meeting

3.4 BOARD OF DIRECTORS84

In charge until May 13, 2020

In charge since May 13, 2020

3.4.1 Composition

LUCIA CALVOSA Date of birth: 1961

Experience

CLAUDIO DESCALZI

Experience

ADA LUCIA DE CESARIS

Experience

FILIPPO GIANSANTE

Experience

PIETRO GUINDANI

Experience

KARINA A. LITVACK

Experience

EMANUELE PICCINNO

Experience

NATHALIE TOCCI

Experience

RAPHAEL LOUIS L. VERMEIR

Experience

3.4.2 Appointment86