Eni

M&A Activity • Jun 23, 2023

DISCLAIMER

IMPORTANT: You must read the following before continuing.

The following applies to this document, the oral presentation of the information in this document by Eni S.p.A. and its affiliates (collectively, the "Company") or any person on behalf of the Company, and any question-and-answer session that follows the oral presentation (collectively, the "Information"). In accessing the Information, you agree to be bound by the following terms and conditions.

The Information may not be reproduced, redistributed, published or passed on to any other person, directly or indirectly, in whole or in part, for any purpose. This document may not be removed from the premises. If this document has been received in error it must be returned immediately to the Company.

The Information is not intended for potential investors and does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase securities of the Company, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever.

The Information contains forward-looking statements. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. Such statements, that may include statements with regards to management objectives, trends in results of operations, margins, costs, return on capital, risk management and competition are forward looking in nature. Words such as 'expects', 'anticipates', 'targets', 'goals', 'projects', 'intends', 'plans' 'believes', 'seeks', 'estimates', variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Therefore, the Company's actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the Company's Annual Reports on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") under the section entitled "Risk factors" and in other sections. These factors include but are not limited to: (i) fluctuations in the prices of crude oil, natural gas, oil products and chemicals; (ii) strong competition worldwide to supply energy to the industrial, commercial and residential energy markets; (iii) safety, security, environmental and other operational risks, and the costs and risks associated with the requirement to comply with related regulation, including regulation on GHG emissions; (iv) risks associated with the exploration and production of oil and natural gas, including the risk that exploration efforts may be unsuccessful and the operational risks associated with development projects; (v) uncertainties in the estimates of natural gas reserves; (vi) the time and expense required to develop reserves; (vii) material disruptions arising from political, social and economic instability, particularly in light of the areas in which the Company operates; (viii) risks associated with the trading environment, competition, and demand and supply dynamics in the natural gas market, including the impact under the Company take-or-pay long-term gas supply contracts; (ix) laws and regulations related to climate change; (x) risks related to legal proceedings and compliance with anti-corruption legislation; (xii) risks arising from potential future acquisitions; and (xiii) exposure to exchange rate, interest rate and credit risks.

No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein. The Information has not been independently verified and will not be updated. The Information, including but not limited to forwardlooking statements, applies only as of the date of this document and is not intended to give any assurances as to future results. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to the Information, including any financial data or forward-looking statements, and will not publicly release any revisions it may make to the Information that may result from any change in the Company's expectations, any change in events, conditions or circumstances on which these forward-looking statements are based, or other events or circumstances arising after the date of this document. Market data used in the Information not attributed to a specific source are estimates of the Company and have not been independently verified.

No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Company or any of its representatives or any other person for any loss, cost or damage howsoever arising from any use of the Information, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith.

ACQUISITION OF NEPTUNE ENERGY DEAL STRUCTURE AND KEY TRANSACTION TERMS

Neptune

NEPTUNE GERMANY

\$4.9 BLN¹ ACQUISITION OF NEPTUNE BY ENI AND VÅR ENERGI

VÅR ACQUIRES NORWEGIAN OPERATIONS AND ENI ACQUIRES THE REMAINDER (EXCLUDING GERMANY)

\$2.6 BLN¹ FOR ENI 100% CASH TRANSACTION

\$10.1/BOE

UNITARY ACQUISITION COST FOR 484 MBOE 2P RESERVES²

80% GAS-WEIGHTED 2P RESERVES³

~130 KBOED 2023 PRODUCTION⁴

>100 KBOED ENI NET PRODUCTION³ OVER 2024-26

FUNDABLE FROM AVAILABLE LIQUIDITY

DEAL TIMELINE

• ANNOUNCEMENT 23 JUNE 2023
• MAIN REGULATORY APPROVALS 2H23
• DEAL EXPECTED TO CLOSE IN 1Q24

Reserves based on Neptune reported figures as of 31 Dec 2022

² on a combined Eni and Vår basis

³ net to Eni portfolio inclusive Eni share in Vår (386 Mboe 2P)

^{4 1}Enterprise Value includes Norway 100%, Eni estimated 2023 production

NEPTUNE NEPTUNE NORWAY ex. NORWAY & GERMANY 63% OWNERSHIP Shareholders ex. GERMANY \$4.9 BLN¹ \$2.6 BLN¹ \$2.3 BLN¹ CARVE-OUT

THREE-STEP TRANSACTION

• ✓ GERMAN OPERATIONS TO BE CARVED-OUT PRIOR TO COMPLETION
• ✓ VÅR ENERGI PURCHASES NORWEGIAN OPERATIONS FROM NEPTUNE
• ✓ ENI ACQUIRES NEPTUNE FROM SHAREHOLDERS
• 3 EFFECTIVE DATE 1 JANUARY 2023 - CLOSING EXPECTED IN 1Q24

NEPTUNE: WORLDWIDE OPERATIONS

HIGH-QUALITY, COMPETITIVE UPSTREAM PORTFOLIO SIGNIFICANT OVERLAP

NETHERLANDS

Largest offshore operator in the country. Progressing a large-scale CCS project

UK

Operator of Cygnus – the UK's largest single producing gas field, supplying around 6% of UK gas. Awarded three CCS licences.

ALGERIA

35% stake and operator of Touat with gross plateau production seen at >400Mscfd

EGYPT

Interests in O&G fields in the Egyptian desert and an operated exploration licence in the Gulf of Suez.

NORWAY

Interests in 12 producing fields including Snovhit LNG and operatorship of the Gjøa hub. Progressing electrification and CCS projects.

INDONESIA

World class offshore position in Kutei Basin with ENI as partner, producing LNG for export via Bontang and gas for the domestic market

AUSTRALIA

Pre-development Petrel field, potential synergies with existing Eni Blacktip infrastructure.

WITH ENI PROJECTS AND ACTIVITIES

REINFORCES VÅR AS A LEADING E&P PLAYER OFFSHORE NORWAY

OECD/LOWER-RISK RESERVES

ADDS ~50% OPERATED PRODUCTION¹

CONTRIBUTES ~4 BCM/Y GAS SUPPLY TO EUROPE²

ADDS EXPOSURE TO GAS AND GLOBAL LNG MARKETS

SIGNIFICANTLY LOWER EMISSIONS INTENSITY THAN INDUSTRY AVERAGE

Split of 2022 2P reserves³ by country and commodity

¹ based on 1Q-2023, net to Eni portfolio inclusive Eni share in Vår 2 includes Norway 100% ³ net to Eni portfolio inclusive Eni share in Vår

COMPELLING STRATEGIC FIT OF TRANSACTION DRAWING ON STRENGTHS TO GROW VALUE

SHIFTING GAS PORTFOLIO TO 60% BY 2030

• ✓ GAS-WEIGHTED RESERVES AND PRODUCTION IN LINE WITH ENI MEDIUM TERM OBJECTIVE
• ✓ EUROPEAN PIPELINE AND INTERNATIONAL LNG MARKET EXPOSURE PROVIDES FURTHER MATERIALITY TO GGP ACTIVITIES
• ✓ FURTHER ENHANCES GGP EQUITY SUPPLIES

A LOWER RISK, HIGHER QUALITY UPSTREAM PORTFOLIO

• ✓ EXCEPTIONAL ALIGNMENT WITH EXISTING ENI E&P ACTIVITIES
• ✓ LOW SCOPE 1 & 2 EMISSIONS WITH NO CHANGE TO ENI TARGETS
• ✓ EXPLORATION UPSIDE SIGNIFICANT ADDITIONAL CONTINGENT RESOURCES

IMPROVING PERFORMANCE, DELIVERING VALUE

• ✓ >\$500 MLN G&A AND INDUSTRIAL SYNERGIES
• ✓ ADDITIONAL VALUE UPSIDE POTENTIAL
• ✓ SUBSTANTIAL EARNINGS AND CASHFLOW ACCRETION WITH >\$0.9 BLN TO CFFO IN 2024¹
• ✓ STRONG CFFO AND LIMITED NEAR-TERM CAPEX DRIVE ATTRACTIVE FCF
• ✓ CASHFLOW UNDERPINS RESILIENT DIVIDEND

ALIGNS WITH 4-YEAR PLAN GUIDANCE²

• ✓ M&A ACTIVITIES DELIVER NET +€1BLN OVER THE PLAN
• ✓ ENI TO DELIVER 3-4% CAGR PRODUCTION GROWTH
• ✓ NEW COMMITMENTS INCORPORATED WITH EXISTING CAPEX PLAN
• ✓ 10-20% LEVERAGE, STRONG LIQUIDITY POSITION
• ✓ 13% ROACE, 12% CFFO/SH CAGR

²at 4YP Scenario (February 2023) ¹at current forward curves

IN CONCLUSION STRATEGICALLY ALIGNED, VALUE ENHANCING

A COMPELLING TRANSACTION

AN EXCEPTIONAL, LOW RISK FIT

HIGH-QUALITY, COMPETITIVE ASSETS

FURTHER ENHANCEMENT OF GGP EQUITY SUPPLY AND MATERIALITY WITH ~4 BCM/Y GAS INTO EUROPE

REINFORCES VÅR ENERGI AS A LEADING E&P PLAYER IN NORWAY

ACCRETIVE TO EARNINGS AND CASHFLOW CONSISTENT AND ALIGNED TO 4YP GUIDANCE

ACCRETIVE TO DECARBONISATION TARGETS

\$2.6 BLN INVESTMENT BY ENI EFFECTIVE DATE 1 JANUARY 2023

100% CASH TRANSACTION

CLOSING EXPECTED IN 1Q24

GAS WEIGHTED 2P RESERVES >100 KBOED PRODUCTION NET TO ENI

PREDOMINANTLY OECD PORTFOLIO VIA PIPELINE AND LNG

ADDS ~50% OPERATED PRODUCTION¹

\$0.9 BLN ACCRETIVE TO CFFO IN 2024 >\$0.5 BLN SYNERGIES ADDITIONAL VALUE UPSIDE

LOW SCOPE 1+2 OPERATED CARBON INTENSITY WITH 5.9 kgCO2eq/BOE IN 2022²

¹ based on 1Q-2023, net to Eni portfolio inclusive Eni share in Vår 2 includes Norway 100%

UNITED KINGDOM REINFORCING ENI AS A KEY GAS PLAYER IN THE NORTH SEA

PORTFOLIO

Neptune operates the Cygnus field – the UK Southern North Sea's largest single producing gas field.

In the Central North Sea Neptune is developing the Seagull project with its partners bp and JAPEX.

Awarded 3 licences in first round of carbon storage offshore licences

1Q 2023 Production (kboed): 14.2

DEAL UPSIDE

Combined entity amongst top 10 UK players (Eni has been present in the UK offshore since 1964. Production in 2022 was 44 kboed).

CCUS development (Eni is developing two important CCUS projects with Liverpool Bay one of two Track One projects and Bacton-Hewett qualified for Track 2).

OVERVIEW MAIN ASSET: CYGNUS

Partners Neptune Energy (38.75%) Spirit Energy (61.15%)

First gas: 2016

Operator Neptune Energy

The Cygnus field is capable of supplying 6% of the UK's gas demand, enough to fuel 2 million UK homes.

8

INDONESIA SUPPLEMENTS LEADING UPSTREAM POSITION IN IMPORTANT LNG PLAY

PORTFOLIO

In Indonesia, working with Eni and other partners, Neptune produces LNG for export to the region under long-term contracts, as well as gas for the domestic market.

During the year Neptune continued to manage output from the Jangkrik and Merakes fields, maintaining gas throughput at close to capacity of the Jangkrik FPU.

1Q 2023 Production (kboed): 22.7

DEAL UPSIDE

Strengthening our operatorship in the Kutei Basin (Eni has been present in Indonesia since 2001 with 2022 production of 62 kboed)

Reinforcing equity position along LNG value chain in a key market

Significant exploration potential in Kutei basin

OVERVIEW ASSETS: JANGKRIK, MERAKES, WEST GANAL

Partners Eni, Pertamina & Saka

Operators Eni

The Jangkrik and Jangkrik NE fields are part of the Muara Bakau PSC. Gas is transported to the Bontang LNG plant.

Merakes is part of East Sepinggan PSC

Gas production is shipped to the Bontang LNG plant, utilising all of the existing facilities of the Jangkrik field.

ALGERIA BUILDING ON ENI'S LEADING POSITION IN CRITICAL COUNTRY FOR EUROPEAN SUPPLY

10

As part of a joint venture with Sonatrach and ENGIE, Neptune produces gas from the Touat plant, which is an important source of supply for mainland Europe.

Touat field shut-in throughout 2022 to enable upgrades at the processing facilities.

DEAL UPSIDE

Enhancing gas supply diversification (Eni has been present in Algeria since 1981 with 2022 production of 95 kboed projected to rise to over 120 kboed by 2023. Algeria is a key exporter of natural gas to Europe to offset the shortfall of Russian supply).

Leveraging Eni's expertise to bring Touat field production at full capacity

PORTFOLIO OVERVIEW MAIN ASSET: TOUAT

Partners

Groupement Touat Gaz consisting of Neptune Energy Touat (65%) and Sonatrach (35%). Within Neptune Energy Touat, ENGIE holds 46% and Neptune 54%.

Operators

Groupement Touat Gaz

NETHERLANDS INCREASING EUROPEAN GAS SUPPLY DIVERSIFICATION AND OPTIONALITY

PORTFOLIO

11

In the Netherlands, Neptune is the largest offshore player with sizeable gas production from 40+ fields.

Neptune also operates four main treatment hubs and two main gas pipelines (NOGAT, NGT)

Progressing the L10 CCUS project with 5-8 MTPA storage potential

1Q 2023 Production (kboed): 16.9

DEAL UPSIDE

Further diversifies Eni's portfolio by adding substantial gas production for Europe and materiality to GGP operations.

Key infrastructure connecting offshore with onshore provides potential for a scalable hub for new energy

OVERVIEW MAIN ASSETS

FLQ-Cluster (Neptune op.) D12-A/D12-B L10-Area (Neptune op.) DEK-Area (Neptune op.) K6-D F16AB G-Blocks (Neptune op.) Noordgastransport (NGT) NOGAT

NORWAY STRENGTHENS VÅR ENERGI AS LEADING NORWEGIAN E&P INDEPENDENT

NEPTUNE NORWAY'S ASSETS AND OPERATIONS – A PERFECT STRATEGIC FIT TO VÅR PORTFOLIO

Neptune Norway has interests in twelve producing fields in the NCS from Snøhvit in the Barents Sea to Gudrun in the southern part of the North Sea.

1Q 2023 Production of 67 kboed, of which 62% gas.

Approximately half of the Neptune Group's 2P reserves are located Norway (265 Mboe)

Eni's presence in Norway is via Vår Energi in which Eni retains a 63.1% stake.

Vår's production in 2022 was 220 kboed and Vår has a target to produce >350 kboed by end-2025 with significant new projects under development including Johan Castberg, Balder X and Breidablikk.

Vår's role in this transaction further validates Eni's creation of the Upstream satellite structure

Deal consistent with Vår's growth strategy, adds scale to existing portfolio by increasing diversification and longevity with highquality NCS assets located near existing hub areas.

Neptune Norway portfolio fully aligned with existing hub strategy:

✓ Hub synergies

Strengthening positions in existing core areas and high-grading the portfolio

✓ Increasing operatorship

to realise strategy and potential across areas

✓ Asset optimization

Continuous infill and infrastructure-led drilling (ILX)

✓ Partner of choice

Equinor operating >50% of Neptune Norway's portfolio, further strengthening existing partnership

GHG EMISSIONS Targets in line with Eni's framework

ACCRETIVE TO EMISSIONS STRATEGY

SUSTAINABILITY PERFORMANCE

• ✓ DEVELOP CARBON REDUCTION PLANS FOR EACH OPERATED COUNTRY TO MEET NEPTUNE CARBON INTENSITY TARGET OF 6 KG CO2/BOE BY 2030
• ✓ WORK TOWARDS NET ZERO METHANE EMISSIONS BY 2030 AND 0.015% METHANE INTENSITY BY 2025 TARGETS.
• ✓ AWARDED GOLD STANDARD STATUS FROM THE OGMP 2.0

NEPTUNE'S PORTFOLIO IS GAS-WEIGHTED AND HAS A

✓ RATED AMONGST TOP 3% OF ALL GLOBAL OIL & GAS COMPANIES ON ESG BY SUSTAINALYTICS (MAY 2023)

SIGNIFICANTLY LOWER CARBON AND METHANE INTENSITY THAN

NEPTUNE AIMS TO STORE MORE CARBON THAN IS EMITTED FROM

Source : Neptune Annual Report 2022 & ESG Strategy

THE INDUSTRY AVERAGE.

CCS PROJECTS

Neptune's portfolio adds:

• ✓ 10+ YEARS OF OPERATIONAL EXPERIENCE IN CCS
• ✓ PROGRESSING A LARGE-SCALE CCS PROJECT IN THE NETHERLANDS (5-8 MTPA)
• ✓ AWARDED 3 LICENCES IN FIRST ROUND OF CARBON STORAGE OFFSHORE LICENCES IN UK

CCS CONTRIBUTING TO CUTTING ENI'S AND THIRD-PARTY EMISSIONS FROM HARD-TO-ABATE EMITTERS

ENI TARGETS 30 MTPA CARBON GROSS VOLUME STORED BY 2030