Eni

Share Issue/Capital Change • Jun 11, 2024

NOT FOR RELEASE, PUBLICATION, DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, TO US PERSONS, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Eni launches the sale of 10% of Saipem's share capital

San Donato Milanese, 11 June 2024 – Eni S.p.A ("Eni") announces that it has started the sale, through an accelerated bookbuilding procedure, of 199,556,000 ordinary shares of Saipem S.p.A. ("Saipem") representing approximately 10% of the share capital.

The shares to be placed are not among those covered by the existing shareholders' agreement between Eni and CDP Equity S.p.A. which will not be amended and, therefore, the joint control of Saipem pursuant to such agreement will remain unchanged¹ . Eni currently holds approximately 31.19% of the ordinary shares of Saipem, of which approximately 18.69% are freely transferrable and are not syndicated shares pursuant to the shareholders' agreement.

The placement will be aimed at institutional investors and will be executed by a consortium of banks consisting of Citigroup, Goldman Sachs International, Intesa Sanpaolo, Natixis and UniCredit which are acting as Joint Global Coordinators and Joint Bookrunners.

In the context of the transaction, Eni agreed with the Joint Bookrunners not to sell additional shares of Saipem on the market for a period of 180 days, subject to waiver by the Joint Bookrunners and customary exceptions in line with market practice.

The final terms of the transaction will be communicated upon completion of the placement.

Company Contacts:

Press Office: Tel. +39.0252031875 – +39.0659822030 Freephone for shareholders (from Italy): 800940924

¹ As is known, Eni S.p.A. and CDP Equity S.p.A. have entered into a shareholders' agreement relating to the ordinary shares of Saipem S.p.A. Further information is available on the websites of Saipem S.p.A. and Consob.

Freephone for shareholders (from abroad): +39. 800 11 22 34 56 Switchboard: +39-0659821 ufficio.stampa@eni.com segreteriasocietaria.azionisti@eni.com investor.relations@eni.com Web site: www.eni.com

DISCLAIMER: The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. It may be unlawful to distribute this announcement in certain jurisdictions. These written materials are not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities mentioned herein in the United States and the securities may not be offered to the public in any jurisdiction. The distribution of this written material and the offer and sale of the securities discussed herein may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should be informed about, and observe, any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The offer is not and will not be registered at the Commissione Nazionale per le Società e la Borsa (CONSOB) according to the applicable regulatory and legislative dispositions. Therefore, the securities discussed herein and any document related to them could not be offered, sold or distributed in the public in the Republic of Italy except for qualified investors, within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129, as by time to time modified, in any case respecting the legislative and regulatory disposition or the requirement imposed by CONSOB or any other Italian Authority.