Eni S p A : Board of Directors Report AGM 2024

ENI S.P.A.

ORDINARY AND EXTRAORDINARY

SHAREHOLDERS' MEETING

15 MAY 2024

SINGLE CALL

REPORT OF THE BOARD OF DIRECTORS

ON THE ITEMS ON THE AGENDA

ITEM 1

ENI S.P.A. FINANCIAL STATEMENTS AT 31 DECEMBER 2023. RELATED RESOLUTIONS. PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2023. REPORTS OF THE DIRECTORS, THE BOARD OF STATUTORY AUDITORS AND THE AUDIT FIRM

The document "Annual Report at 31 December 2023" of Eni S.p.A. (the "Company") will be available at the Company's registered office as required by law, on the Company's website, at Borsa Italiana S.p.A. (the Italian Stock Exchange) and at the centralised storage service authorised by Consob "1Info", which can be viewed at www.1info.it, and includes the draft of Eni S.p.A.'s financial statements and the consolidated financial statements, along with the Directors' Report on Operations and the declaration pursuant to Article 154-bis, paragraph 5 of Legislative Decree No. 58 of 24 February 1998 (Consolidated Law on Finance Act, hereinafter "CLF"). The Reports of the Audit Firm and the Board of Statutory Auditors will be available to the public together with the Annual Report.

Reference is therefore made to these documents. Dear Shareholders,

You are invited to resolve as follows:

"To approve the statutory financial statements at December 31 2023 of Eni S.p.A., which report a net profit amounting to € 3,272,366,066.40."

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ITEM 2

ALLOCATION OF NET PROFIT

Dear Shareholders,

The Shareholders' Meeting of 10 May 2023 provided for the recourse to the available reserves for the distribution of € 0.94 per share, for and in place of the payment of the dividend for financial year 2023. The first three tranches of the distribution were paid in September 2023, November 2023 and March 2024. The fourth tranche will be paid in May 2024.

Considering, therefore, that the distribution for and in place of the dividend for financial year 2023 makes use of Eni S.p.A.'s available reserves, the profit achieved in financial year 2023 is to be carried forward, allocating it to the available reserve.

Dear Shareholders,

You are invited to resolve as follows:

"To allocate the net profit for the period of € 3,272,366,066.40 to the available reserve."

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ITEM 3

EMPLOYEE STOCK OWNERSHIP PLAN 2024-2026 AND DISPOSAL OF ENI TREASURY

SHARES TO SERVE THE PLAN

Dear Shareholders,

the Board of Directors of Eni S.p.A. has resolved to submit to the approval of the present Shareholders' Meeting the adoption of a 2024-2026 Employee Stock Ownership Plan for all employees (the "Plan" or "ESOP"), drafted on the proposal of the Remuneration Committee, as a tool to strengthen Eni's people sense of belonging to the Company and promote their participation in the growth of corporate value, in line with the interests of Shareholders, as well as to support their purchasing power.

The Plan provides for three annual grants in the period 2024-2026 and, in particular, for the two-year period 2024-2025, two annual free grants of Eni's shares for an individual annual monetary value of € 2,000. A lock-up period of three years applies to each granting, during which the shares may not be sold.

In 2026, a co-investment modality will be applied whereby, in return for the employee purchasing shares, Eni shares will be granted free of charge equal to 50% of the shares purchased, up to a maximum value of € 1,000. For the shares purchased by the employee, a lock-up of one year will apply, and for the free shares granted a lock-up of three years will apply.

The beneficiaries of the Plan ("Beneficiaries") are all Eni employees; for the Eni's CEO and General Manager and the other Executives beneficiaries of the existing ILT Share Plan a symbolic annual granting of one share is envisaged.

The description of the targets and characteristics of the Plan is reported in more detail in the Informative Document (the "Informative Document") prepared pursuant to Article 114-bis of the CLF and Article 84-bis of the Consob's Issuers' Regulation("IR"), attached to this Report and which will be made available to the public within the time limits and in the manner prescribed by current law, including through publication on Eni's website.

For the implementation of the Plan, the Board of Directors has resolved to ask the Shareholders' Meeting to be authorised to grant free of charge, in accordance with the terms and conditions described in the attached Informative Document, up to a maximum of 10.5 million Eni treasury shares to the Beneficiaries of the Plan, using to this extent:

• 4.1 million of Eni treasury shares already in the portfolio free of encumbrances, of which 2.9 million were originally allocated for the 2020-2022Long-Term Incentive Plan ("2020- 2022 ILT Share Plan") and can no longer be assigned;
• 6.4 million of shares resulting from purchases to be made on the market by the Company, through the new share buyback programme submitted for your authorisation under item 6.

The maximum number of shares that may be granted was estimated based on the monetary countervalue defined for each individual grant, the number of Beneficiaries, and taking in account the value of the first decile of the official prices recorded by Eni S.p.A.'s share over the last three years.

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Dear Shareholders,

You are invited to approve the following resolutions:

"Pursuant to and for the purposes of Article 114-bis of the CLF and of Art. 2357-ter of the Italian Civil Code,

1. to approve the 2024-2026 Employee Stock Ownership Plan, under the conditions set forth in the Informative Document attached and made available within the time limits prescribed by current legislation, granting the Board of Directors all the powers needed to implement the Plan, also through persons delegated for this purpose, including the power to: i) annually assign Eni's shares; ii) identify the Beneficiaries on the basis of the defined criteria; iii) define terms and conditions for implementation provided they do not conflict with this resolution;
2. to authorise the Board of Directors to dispose of up to a maximum of 10.5 million treasury shares to serve the implementation of the Plan, of which: i) 4.1 million already in the portfolio free of encumbrances, of which 2.9 million were originally allocated to the previous 2020-2022 ILT Share Plan and not used; ii) 6.4 million arising from the share buyback programme submitted for your authorisation and referred to item 6, on the assumption that today's Shareholders' Meeting will approve it."

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ITEM 4

REPORT ON REMUNERATION POLICY AND REMUNERATION PAID: SECTION I - 2024

REMUNERATION POLICY

Dear Shareholders,

the proposed adoption of the Employee Stock Ownership Plan for all employees, as per item 3 on the agenda, makes it necessary to adjust the Remuneration Policy 2023-2026, approved by the Shareholders' Meeting held on 10 May 2023, for 2024.

The first section of the Report on the 2024 Remuneration Policy and Remuneration Paid in 2023 (hereinafter the "Remuneration Report"), prepared under the terms of Art. 123-ter, paragraph three of the CLF and of Art. 84-quater of the IR, explains the Policy for 2024 as approved, on the proposal of the Remuneration Committee, by the Board of Directors, for the remuneration of the Directors, the Chief Operating Officers and the other managers with strategic responsibilities and, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, of the Statutory Auditors and the procedures used for the adoption and implementation of this policy.

Pursuant to Article 123-ter, paragraph three-ter of the CLF, the Shareholders' Meeting shall resolve in favour or against the first section of the Report, to the contents of which you are referred. The Shareholders' Meeting vote on the first section of the Remuneration Report is binding.

The Report is made available at the Company's registered office as required by law, on the Company's website, at Borsa Italiana S.p.A. (the Italian Stock Exchange), and at the centralised storage service authorised by Consob called "1Info", which can be viewed at www.1info.it.

Dear Shareholders,

You are invited to resolve as follows:

"In favour of the first section of the Remuneration Report, which explains the 2024 Policy for the remuneration of the Directors, the Chief Operating Officers, and the other managers with strategic responsibilities and, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, of the Statutory Auditors and the procedures used for the adoption and implementation of this policy."

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ITEM 5

REPORT ON REMUNERATION POLICY AND REMUNERATION PAID: SECTION II -

REMUNERATION PAID IN 2023

(NON-BINDING RESOLUTION)

Dear Shareholders,

the second section of the Remuneration Report, prepared under the terms of Art. 123-ter of the CLF and of Art. 84-quater of the IR, explains the remuneration paid in 2023 to the Directors, Statutory Auditors, Chief Operating Officers and, in aggregate form, to other managers with strategic responsibilities.

Pursuant to Article 123-ter, paragraph 6 of the CLF, the Shareholders' Meeting shall resolve annually in favour of or against the said second section of the Remuneration Report, to which you are referred. The Shareholders' Meeting vote on the second section of the Report is not binding.

The Report is made available at the Company's registered office as required by law, on the Company's website, at Borsa Italiana S.p.A. (the Italian Stock Exchange) and at the centralised storage service authorised by Consob called "1Info", which can be viewed at www.1info.it.

Dear Shareholders,

You are invited to resolve as follows:

"In favour of the second section of the Remuneration Report, which explains the remuneration paid in 2023 to the Directors, Statutory Auditors, Chief Operating Officers and, in aggregate form, to other managers with strategic responsibilities."

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ITEM 6

AUTHORISATION FOR THE PURCHASE AND DISPOSAL OF TREASURY SHARES; RELATED AND

CONSEQUENT RESOLUTIONS

Dear Shareholders,

as part of the Company's 2023-2026 Strategic Plan, presented to the market on 23 February 2023, a treasury shares buyback programme ("buyback") was provided for, for an amount of € 2.2 billion, increasable up to a maximum of € 3.5 billion if the conditions set out by the Plan be met.

In execution of the authorisation conferred by the Ordinary Shareholders' Meeting of 10 May 2023, the Company carried out, between 12 May 2023 and 5 March 20241, a buyback programme in which it purchased a total of no. 153,447,368 shares, representing 4.5% of the Company's share capital2, for a total counter-value of € 2,199,994,375.

On 25 March 2024, in execution of the authorisation granted by the Extraordinary Shareholders' Meeting of 10 May 2023, all treasury shares purchased in the context of the 2023 buyback programme with the purpose of remunerating the Shareholders were cancelled (no. 91,447,368 shares).

As of today, therefore, the Company holds no. 90,221,072 treasury shares in its portfolio, representing 2.7% of the share capital.

As indicated in the 2024-2027 Strategic Plan (the "2024-2027 Plan"), presented to the market on 14 March 2024, Eni intends to distribute between 30% and 35% of the annual CFFO (Cash Flow From Operations) in the form of dividends and buyback. In the presence of an upside, the Company intends to allocate up to 60% of the incremental cash flows from the plan to the buyback.

In line with the Plan, Eni intends to launch in 2024 a new buyback programme for € 1.1 billion for the purposes specified in paragraph 1 below. The amount of the buyback programme may be increased on the basis of any upsides as described above, up to a total maximum of € 3.5 billion.

That said, the Board of Directors proposes to authorise the purchase and disposal of Eni treasury shares of the Company, in accordance with the Articles 2357 and 2357-ter of the Italian Civil Code, Article 132 of the CLF, Article 144-bis of the IR, for the purposes, within the terms and in accordance with the procedures specified below.

1. Reasons for which authorisation to acquire Eni treasury shares is requested.

The request for authorisation is aimed at attributing to the Board of Directors the option to purchase and dispose of Eni treasury shares of the Company, in compliance with the relevant laws and any permitted market practices that may be applicable, in line with what is provided for in the Company's 2024-2027 Plan, communicated to the market on 14

• Date on which the buyback programme of the Company for 2023 ended.

• Percentage calculated on the basis of the number of Eni ordinary shares outstanding before cancellation of 91,447,368 treasury shares in execution of the authorisation granted by the Extraordinary Shareholders' Meeting on 10 May 2023.

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March 2024 and, in particular, for the following purposes:

• paying its Shareholders an additional remuneration compared to the distribution of dividends;
• to establish the shares allocated to serve the 2024-2026 ESOP, submitted for the approval of the Shareholders' Meeting under item 3 on the agenda.

It should be noted that the Board of Directors submits at the same time to the Shareholders' Meeting, in the extraordinary session, the proposal to cancel the treasury shares purchased for the purpose of remunerating the Shareholders. For further information on the subject of the cancellation proposal, please see the Report of the Board of Directors pursuant to item 8 on the agenda of the extraordinary part.

2. Maximum number and class of the shares to which the authorisation refers

As of the date of approval of this Report by the Board of Directors (4 April 2024), the share capital of Eni S.p.A. amounts to € 4,005,358,876.00 and is represented by no. 3,284,490,525 ordinary shares with no par value.

It is proposed that the Shareholders' Meeting authorise the purchase of treasury shares, at several times, for a total outgoing up to € 3.5 billion and for a maximum number of shares of 328,000,000 ordinary shares (equal to approximately 10% of the share capital of Eni S.p.A.).

In particular, the maximum number of shares that may be purchased as part of the buyback programme will be divided according to what is stated below:

• up to a maximum of no. 321,600,000 shares for the purpose of remunerating Shareholders;
• up to a maximum of no. 6,400,000 shares allocated to serve the ESOP.

Pursuant to Article 2357, first paragraph, of the Italian Civil Code, the purchases will be carried out within the limits of distributable profit and available reserves as reported in the most recent regularly approved financial statements.

Part of the available reserves or distributable profits will be restricted for accounting purposes, for an amount equal to the purchases of treasury shares made, by attribution to a specific reserve that will be unavailable as long as the treasury shares are in the portfolio.

It is also proposed to authorise the Board of Directors to dispose of, at one or more times, all or part of the shares in the portfolio other than those purchased for the purpose of remunerating Shareholders, even before having exhausted the maximum quantity of shares that can be purchased.

3. Disclosure for the purposes of a complete assessment of compliance with the provisions of Article 2357, third paragraph, of the Italian Civil Code.

At the date of approval of this Report by the Board of Directors, the Company holds no. 90,221,072 treasury shares in its portfolio, equal to about 2.7% of the share capital.

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4. Period for which authorisation is requested.

The authorisation for the purchase of treasury shares is requested up to the end of April 2025.

It is hereby proposed to authorise the disposal of treasury shares other than those purchased for the purposes of remunerating the Shareholders in accordance with the purpose for which the authorisation to acquire is requested and, for any excess, to authorise their disposal according to the most appropriate methods in line with the Company's interests, with no time limit.

5. Minimum and maximum price.

The requested authorisation provides for purchases to be made at a price to be determined on a case-by-case basis, having regard to the procedures selected to execute the transaction and in compliance with any regulatory requirements and current accepted market practices, if applicable, which shall not be more than 10% lower or greater than the official price registered by the Eni S.p.A.'s stock in the trading session of the Euronext Milan, organised and operated by Borsa Italiana S.p.A., on the day before each individual transaction.

The authorisation requested also specifies that the sale or other disposal actions of treasury shares in the portfolio must take place according to the terms and conditions established each time by the Board of Directors, in accordance with the purposes for which the authorisation for purchase is requested, without affecting compliance with any limits provided for in the current laws and in any accepted market practices that may be applicable.

6. Methods by which purchases and disposal of treasury shares shall be made.

The requested authorisation provides that purchases shall be carried out in a manner consistent with any regulatory requirements and current accepted market practices that may be applicable.

At present, these methods are governed by Article 132 of the CLF, Article 144-bis of the IR, Article 5 of Regulation (EU) no. 596/2014 of the European Parliament and the Council of April 16, 2014 ("MAR") and the related implementing provisions.

In particular, in compliance with the provisions of Article 132, paragraph 1 of the CLF, purchases of treasury shares shall be executed in such a manner as to ensure equal treatment of Shareholders:

• on regulated markets in accordance with the operating procedures established in the rules on the organisation and operation of the markets themselves, which do not permit the direct matching of bids with predetermined offers;
• with the procedures established by market practices accepted by Consob pursuant to Article 13 of the MAR, if applicable;
• under the conditions specified in Article 5 of the MAR, as specified in this proposed resolution.

The authorisation requested also specifies that the actions for disposal and/or use of treasury shares other than those purchased for the purpose of remunerating the Shareholders can occur with the methods and time frames defined by the ESOP, for any

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