Eni — Proxy Solicitation & Information Statement 2026

Mar 23, 2026

eni

INFO BOARD OF DIRECTORS

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 6, 2026, 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, 2025. Related resolutions. Presentation of consolidated financial statements at December 31, 2025. Reports of the Directors, the Board of Statutory Auditors and the Audit Firm.
2. Allocation of net profit.
3. Determination of the number of members of the Board of Directors.
4. Determination of the Directors' term of office.
5. Appointment of the Directors.
6. Appointment of the Chairman of the Board of Directors.
7. Determination of the remuneration of the Chairman of the Board of Directors and the Directors.
8. Appointment of the Statutory Auditors.
9. Appointment of the Chairman of the Board of Statutory Auditors.
10. Determination of the remuneration of the Chairman of the Board of Statutory Auditors and of Standing Statutory Auditors.
11. Long term incentive Plan 2026-2028 and disposal of Eni treasury shares to serve the Plan.
12. Report on remuneration policy and remuneration paid: Section I - 2026 remuneration policy.
13. Report on remuneration policy and remuneration paid: Section II - remuneration paid in 2025.
14. Authorisation for the purchase and disposal of treasury shares; related and consequent resolutions.
15. Use of available reserves for and in place of the 2026 dividend.
16. Use of available reserves for the distribution of an extraordinary dividend.

(extraordinary part)

1. Reduction and use of the reserve pursuant to Law 342/2000 for and in place of the 2026 dividend and for the distribution of the extraordinary dividend.
2. Cancellation of treasury shares to be purchased under the terms of the authorisation pursuant to item 14 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 4, paragraph 11 of the Decree Law of December 31, 2025 no. 200, ratified by Law of February 27, 2026 no. 26, which extended the effectiveness of the measures contained in the Article 106, fourth paragraph, second sentence, of Decree Law of March 17, 2020 no. 18, ratified by Law of April 24, 2020 no. 27 to the Shareholders' Meetings held by September 30, 2026, participation in the Shareholders' Meeting will take place solely through the Shareholders' Representative designated pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24, 1998 ("T.U.F."). The Shareholders' Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the T.U.F., in derogation from the provisions of Article 135-undecies, paragraph 4, of that decree.

Additional information regarding, in particular, the procedures for holding the Shareholders' Meeting and the exercise of Shareholders' rights and the appointment of Directors and Statutory Auditors through the slate-voting mechanism, is provided in the full notice of Shareholders' Meeting available on the Company's website www.eni.com, section "Shareholders' Meeting", to 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 storage service authorised 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 in accordance with the relevant legislation (Article 130 of the T.U.F.).

The Chairman of the Board of Directors

Giuseppe Zafarana

English courtesy translation