Eni : Minutes of the Shareholders’ Meeting 2022

The English text is a translation of the Italian. For any conflict or discrepancy between the two texts, the Italian text shall prevail.

Index 85991

Deed 24951

MINUTES OF THE ORDINARY AND EXTRAORDINARY

SHAREHOLDERS' MEETING OF

"Eni S.p.A."

HELD ON MAY 11, 2022

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THE ITALIAN REPUBLIC

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On this 25 of the month of May of the year two thousand twenty-two in

Rome, Piazzale Enrico Mattei no. 1.

Appearing before me PAOLO CASTELLINI, Notary, registered with the Unified Notary District of Rome, Velletri and Civitavecchia, with office at Via Orazio no. 31

is:

• LUCIA CALVOSA, born in Rome on June 26, 1961, domiciled for the purposes of the position in Rome, Piazzale Enrico Mattei no. 1, Chairwoman of the Board of Directors of "Eni S.p.A.", having its registered office in Rome at Piazzale Enrico Mattei no. 1, with share capital of

€4,005,358,876.00, fully paid up, listed in the Company Register of Rome, taxpayer ID no.00484960588, R.E.A. no. RM-756453, certified email address [e-mail].

Ms Calvosa whose identity and position I have confirmed, has asked me

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to prepare, in accordance with Article 2375 of the Italian Civil Code, the minutes to the Ordinary and Extraordinary Meeting of the Shareholders of "Eni S.p.A.", registered office in Rome at Piazzale Enrico Mattei no. 1, with share capital of €4,005,358,876.00, fully paid up, listed in the Company Register of Rome, taxpayer ID no.00484960588, R.E.A. no. RM-756453, certified email address [e-mail], held on May 11, 2022 in Rome, Piazzale Enrico Mattei no. 1 from 10:00 to 11:04 am, that she chaired. These minutes are recorded in my File no. Rep. 85965/24938, dated May 11, 2022, registered with the Revenue Agency - Rome Territorial Office no. 1 on 16 May 2022 no. 14569 series 1T.

Therefore, I report as follows:

"On this eleventh day of the month of May, two thousand twenty-two in Rome, Piazzale Enrico Mattei no. 1, at 10:00.

At the request of:

- "Eni S.p.A.", having its registered office in Rome at Piazzale Enrico Mattei no. 1, with share capital of €4,005,358,876.00, fully paid up, R.E.A. no. RM- 756453, listed in the Company Register of Rome, taxpayer ID no. 00484960588, certified email address [e-mail]. (hereinafter also "Eni" or the "Company").

I, PAOLO CASTELLINI, Notary, registered with the Unified Notary District of Rome, Velletri and Civitavecchia, with my office at Via Orazio no. 31, Rome, for the purposes of preparing the minutes, have come on this day, May 11, 2022 to Piazzale Enrico Mattei no. 1, Rome to attend the Ordinary and Extraordinary Meeting of the Shareholders of the Company, called for today at the aforementioned location at 10:00 a.m. to discuss and

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resolve the following

AGENDA

(ordinary part)

1. Eni financial statements at December 31, 2021. Related resolutions. Eni consolidated financial statements at December 31, 2021. Reports of the Directors, of the Board of Statutory Auditors and of the audit firm
2. Allocation of net profit
3. Authorisation to purchase treasury shares; Related and consequent resolutions.
4. Updating of the Shareholders' Meeting Rules.
5. Report on remuneration paid.
6. Use of available reserves for the distribution of the 2022 dividend.

(extraordinary part)

1. Reduction and use of the reserve pursuant to Law 342/2000 for and in place of the 2022 Dividend.
2. Cancellation of Eni treasury shares, without reduction of the share capital, amendment of Article 5.1 of the By-laws; related and consequent resolutions.
3. • * * *

Entering the meeting hall, I note that LUCIA CALVOSA, born in Rome on June 26, 1961, domiciled for the purposes of her position in Rome at Piazzale Enrico Mattei no. 1, Chairwoman of the Board of Directors of the Company, is present and that, by virtue of her position and pursuant to Article

15.1 of the By-laws, will be chairing today's Meeting, held in Rome, Piazzale

Enrico Mattei no. 1.

* * * * * *

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Ms Calvosa whose identity and position I have confirmed, asks me to prepare the minutes of today's Meeting, in accordance with Article. 2371, paragraph 2, of the Italian Civil Code and Article 5.1 of the Meeting Rules.

The Chairwoman announces that, pursuant to Article 106, paragraph 4, of Decree-law no. 18 of March 17, 2020, containing "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency," as ratified with Law no. 27/2020 ("Decreto Cura Italia") and to Decree-law no. 228 of December 30, 2021, as ratified with law no. 15 of February 25, 2022 which extended the effectiveness of the measures of the aforementioned Art. 106, Shareholders can participate in Meetings held by July 31, 2022, only by means of a proxy granted to a Shareholders' Representative pursuant to Article 135-undecies of Legislative decree no. 58 of February 24 1998, (Consolidated Law on Financial Intermediation or TUF), ("the Shareholders' Representative"), indicated by the Company in the Trevisan & Associati law firm, as the subject to whom the Shareholders were able to grant their proxy free of charge, with voting instructions. Shareholders were able to grant proxies or sub-proxies to the aforementioned Shareholders' Representative also pursuant to Article 135-novies of the TUF.

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The Chairwoman notes that the contents of the minutes of the Shareholders' Meeting and its attachments are governed by the Civil Code and the Consob Issuers' Regulation ("Issuers' Regulation" or "RE").

In particular, art. 2375 of the civil code, provides that the minutes must include a summary, at the request of the shareholders, of their declarations

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relevant to the agenda.

The Issuers' Regulation (Annex 3 E) provides that the minutes of the shareholders' meeting should include the summary of the interventions with indication of the names of those intervening, the answers given and any declarations commenting on the same. The answers, unless voting instructions to the Shareholders' Representative were explicitly and objectively conditioned on them, will be provided by the Company after the Meeting and published on the Company's website.

Content or documents other than that referred to in these regulations are therefore not included in the minutes or the attachments, unless so specifically requested by the notary.

* * * * *

The notice calling the Meeting was published on April 8, 2022 in accordance with the law and regulations, on the Internet sites of the Company, and of Borsa Italiana S.p.A, on Consob's authorised central storage mechanism, denominated "1Info-SDIR & Storage", as well as, in extract form, in the daily newspapers "Il Sole 24 Ore" and "Financial Times".

* * * * *

The notices calling the Meeting published on the Internet site of the Company are attached to these minutes under letter "A".

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The Chairwoman announces that the Shareholder's Meeting was therefore properly convened.

She also announces that, in addition to herself, the following members of the Board of Directors are present:

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