Eni — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

Extract of the notice of Ordinary and Extraordinary Shareholders' Meeting

The Ordinary and Extraordinary Shareholders' Meeting of Eni S.p.A. is convened on May 15, 2024, on single call, at 10:00 a.m. (CEST), in Rome, Piazzale Enrico Mattei, 1, 00144, to discuss and decide on the following

Agenda

(ordinary part)

• 1. Eni S.p.A. financial statements at December 31, 2023. Related resolutions. Presentation of consolidated financial statements at December 31, 2023. Reports of the Directors, the Board of Statutory Auditors and the Audit Firm.
• 1. Allocation of net profit.
• 1. Employee Stock Ownership Plan 2024-2026 and disposal of Eni treasury shares to serve the plan.
• 1. Report on remuneration policy and remuneration paid: Section I 2024 remuneration policy.
• 1. Report on remuneration policy and remuneration paid: Section II remuneration paid in 2023.
• 1. Authorisation for the purchase and disposal of treasury shares; related and consequent resolutions.
• 1. Use of available reserves for and in place of the 2024 dividend.

(extraordinary part)

1. Cancellation of any treasury shares to be purchased under the terms of the authorisation pursuant to item 6 on the agenda of the ordinary part, without reduction of the share capital, and consequent amendments to Article 5 of the By-laws; related and consequent resolutions.

In accordance with Article 11 of Law no. 21 dated 5 March extended the effectiveness of the measures contained in the art. 106, fourth paragraph, second sentence, of Decree Law no. 27 to the Shareholders' Meetings held by December 31, 2024, participation in the Shareholders' Meeting shall through the Shareholders' Representative designated pursuant to Article 135-undecies of Legistative Decree no. 58 of February 24, 1998. The Shareholders' Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of Legistative Decree no. 58 of February 24, 1998, in derogation of Article 135-undecies, paragraph 4, of that decree.

Additional information regarding, in particular, the Shareholders' Meeting is provided in the full notice of Shareholders' Meeting available on the Company's website www.eni.com, section "Shareholders" which reference is made.

The documentation concerning the Shareholders' Meeting will be available to the public - in accordance with the legal time limits, at the Company's registered office, at Borsa Italiana S.p.A., at the centralized by Consob called "Info" - which can be consulted on the website www.linfo.it, and on the Company's website indicated above. The documentation may be consulted at the registered office only if so permitted by applicable requlations.