Eni S p A : Questions and answers before the Shareholders’ Meeting 2024

Ordinary and Extraordinary

Shareholders' Meeting of Eni SpA

May 15, 2024

Questions and answers prior to the Shareholders' Meeting pursuant to Article 127-ter of Legislative decree 58/1998

| 15 May 2024

Ordinary and Extraordinary Shareholders' Meeting of Eni SpA May 15, 2024 Questions and answers prior to the Shareholders' Meeting pursuant to Article 127-ter of Legislative decree 58/1998

The Italian text prevails over the English version.

BAVA MARCO	4
HOLDING 1SHARE	4
FONDAZIONE FINANZA ETICA	48
HOLDING 80 SHARES	48
RECOMMON APS	86
HOLDING 5 SHARES	86

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Shareholder

Bava Marco

Holding 1 share

1. Did you request Article 11 of the Capital Competitiveness Draft Law (674-B) proposed by a government that seems to be inspired by the fascist era - which resulted in the Matteotti crime - which violates Articles 3-21-47 of the Italian Constitution, which DENIES freedom of debate in the assembly, and which was finally approved by the Senate on 28 February 2024, establishing the extension of the same provisions originally envisaged for the conduct of the assembly by Art. 106 of the Cura Italia Decree as at 31 December 2024 (see Art. 11, para. 2)? If not, why are you applying it?

Answer

The Company did not request Art. 11 of the draft law known as Capital Competition. With reference to the 2024 Shareholders' Meeting, the Company decided to use an option expressly provided for by law.

2. Roberto Rustichelli, chairman of the Italian Competition Authority (AGCM), In his annual report estimated that aggressive practices by energy companies, with tens of thousands of unilateral changes to electricity and gas supply contracts and steep increases in bills, have cost users at least €1billion in the past year. The Antitrust Authority initiated 11 proceedings, denouncing unfair practices: those that were closed with commitments allowed the reinstatement of the initial conditions of the contracts in favour of 500,000 consumers, to whom over €115 million were refunded. On the other hand, the conduct subject to proceedings closed with a finding of wrongdoing affected 4.5 million consumers and micro-businesses with billion-plus damages, as conservatively estimated by Agcm. The Chairman detected in fact a series of 'illegitimate conduct which, in a phase already marked by significant inflationary tensions, can exacerbate the economic and financial vulnerability of the weakest groups'. Indeed, there have been many unilateral changes of economic conditions in supply contracts applied in the past months in violation of the rules. Out of 11 open investigations, 6 ended with a finding of wrongdoing (and €15 million in sanctions) and 5 with acceptance of commitments. Enel Energia, Eni Plenitude, Acea Energia, Dolomiti Energia, Edison Energia, and Iberdrola Clienti Italia were found to have adopted aggressive commercial practices aimed at forcing consumers to accept unilateral unfavourable changes in electricity and gas prices. In particular, Enel Energia and Eni Plenitude unilaterally changed prices, exploiting the contractual clause according to which they were entitled to extend the tariffs 'until further notice' after the expiry of the offer. How did you compensate affected consumers?

Answer

With regard to the alleged unfair commercial practices involving the unilateral variation of economic supply conditions during the period in which Article 3 of the Aiuti bis Decree was in force, Plenitude paid the administrative fine imposed by the Antitrust Authority but, at the same time, challenged the AGCM's sanctioning

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measure before the Administrative Judges because it is convinced of the correctness and legitimacy of its actions.

3. Eni plans to build the first fusion power plant in the US in the early 2030s. The announcement came from Francesca Ferrazza, head of the dedicated unit, during a hearing at the Senate Environment Committee. The path is clear. In the US, Eni is participating in the Commonwealth Fusion System (Cfs) project, a spin-off from MIT in Boston, using the magnetic confinement technique. The Italian group plans to contribute to the construction of the first Cfs-Sparc pilot plant in 2025, while the first grid-connected industrial plant, Cfs-Arc, is scheduled to start up in 2030, with new power plants arriving in the second half of the next decade. Ferrazza explained that there are 140 experimental fusion machines in the world, of which 3/4 are public and 1/4 private. There is a Fusion industry association with 80 members, 43 of which are private industries. The investments in the sector currently amount to over $6 billion. How many will be invested by ENI?

Answer

Eni's investments in the fusion sector will be evaluated according to the maturity of the technology and the progress of the projects achieving the technological milestones envisaged by Eni and its partners in this field.

4. The sale of the Agi news agency will be put out to tender by Eni. The journalist protest against the takeover by the Angelucci group, owner of Libero, Il Tempo and Il Giornale, led to the decision to follow a more transparent process by the state-owned subsidiary. Angelucci has a conflict of interest because he is a political member of Lega Nord. And the Minister of the Economy Giorgetti who, during question time last week had called for 'the maximisation of economic profit in the event of a possible alienation' of the news agency in order to meet 'the requirements of transparency, competitiveness, and the guarantee of employment levels', is also a Lega Nord representative. If Antonio Angelucci buys Agi, he will not only get Italy's second largest agency, owned by Eni and controlled by the Ministry of Economy. The entrepreneur and member of Lega Nord, from the right-wing government that he supports in Parliament and through his newspapers, will not only acquire the facilities, journalists and expertise. He will also acquire the subscribers, customers, and the so-called providerships - a very rich dowry that is worth around €15 million in public finances alone. Let's see why. Angelucci and Eni are now in the final stages of due diligence. According to the figures that have been circulating for days, and which have been confirmed by sources close to Angelucci, his emissaries have found a nice surprise in Agi's accounts - approximately€5 million would be guaranteed by the government's tender for agencies, divided as follows: just over €3 million from the Presidency of the Council, and € 1.5 million from the Ministry of Foreign Affairs. To this we must add just under €10 million coming directly from the ownership, i.e. from Eni, for the amount of publishing services offered to the multinational. A customer that, according to the agreements, would remain attached to Agi even with the transfer to Angelucci. Any calculations must, of course, be calibrated against unpredictable variables, because it is not certain that Eni will not want to reduce expenditure even in the near future. Just as it is not certain what will happen to the other €4-5 million that are guaranteed by contracts signed with corporations, lower-level public administration and newspapers

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(including this one) with the move to a private party so politically involved. It is, however, quite a treasure, which makes the purchase very attractive. All the more so if it is true, as anticipated by some press reports, that Eni is offering €4.5 million worth of advertising in the Angelucci newspapers over three years as part of the package. If there is one speciality in which the entrepreneur with a personal empire in private healthcare is a champion, it is making newspapers with public subsidies. Libero alone, the newspaper of the right-wing triad together with Il Giornale and Il Tempo, received €3.9 million in 2021, and something less in the last year. State publishing, one would say, which could take a leap up the ladder with the sale of Agi, is coming in handy for Giorgia Meloni. To sum up: Eni, a publicly-controlled multinational in which the Mef has a stake, would get rid of the second press agency, which it has owned since 1965, in order to hand it over to a centre-right parliamentarian who already owns publications in the same political area and with an added benefit, as he would receive it covered entirely with public money. Can you confirm this?

Answer

As the question is not relevant to the agenda of the Shareholders' Meeting of May 15, 2024, we refer to what the CEO already stated on the subject on April 27, 2024.

5. Do the external auditors also provide tax advice?

Answer

No. In addition to the limitations provided by national and US legislation (Eni is listed in the FTSE MIB as well as the NYSE) on tax issues by independent registered public accounting firm, Eni Group, in order to protect the independence of auditors, has decided not to entrust the independent auditors, including member firms within their network, with services assignments; only assignments for activities connected with the audit activity are foreseen within the limits allowed by applicable regulations.

6. A report by the European environmental association Transport & Environment, in collaboration with the pan-African newspaper The Continent, reveals that the ambitious biofuel production plans that ENI is pursuing in Africa are not at all fulfilling their promises. The project in Kenya, included in the Mattei Plan, is among the most discussed and was explicitly mentioned by Prime Minister Giorgia Meloni in the (few) projects behind the Mattei Plan. It will take place in Kenya and is 'dedicated to the development of the biofuel supply chain'. Our national champion, ENI, is already 'taking care of it'. But not everything is going as planned, if we read the report drafted by the European environmental association Transport & Environment in collaboration with the pan-African newspaper The Continent. The research was based on field interviews with farmers and other key figures in both Kenya and the Republic of Congo, another country where Eni is active in biofuels. ENI has promised to create a whole chain of 'sustainable oils' from agricultural crops and has structured agreements with six African countries to develop 'agri-hubs' that will supply vegetable oil for its Italian refineries. The main crop it is betting on, the castor plant, has been presented as drought-resistant and suitable for cultivation on poor quality soils. An analysis of the data in Kenya shows that ENI has failed to meet even a quarter of its production targets for 2023. Customs data analysed by T&E, covering the period from January to November 2023, indicate that 7,348 tonnes of castor oil were shipped from

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Kenya to Italy. This quantity consisted of two shipments, one in July and one in August 2023. But, according to the commodity price reporting agency Argus, no further shipments of castor oil were made between September and November 2023, suggesting that Eni will have exported just 24.5% of the planned 30,000 tonnes per year, i.e. less than a quarter of its initial target set for 2023, as stated in its 'Seeds for Energy' paper. That same target was later revised downwards (20,000 tonnes) in the company's 2022 annual report. In response to questions posed by the Transport & Environment investigation team, ENI refused to provide figures on the production volumes shipped from Kenya to Italy in 2023. Reaching the Italian multinational's target of 200,000 tonnes by 2026 - as planned by the company - would require a 27- fold increase in production. The testimonies of Kenyan farmers and cooperatives collected by T&E show how they have not received adequate support from Eni and its agents and how the worst drought in forty years has severely affected crops. The contracts that T&E came into possession of also show that a harvest of 10 kilos of shelled castor beans would fetch Kenyan farmers less than €1.50. But only few of the farmers who met T&E were able to produce this albeit modest amount of seeds in 2023. In the other country where it is active and which came under the lens of T&E researchers, the Republic of Congo, ENI is taking a different approach: instead of relying on small-scale agriculture, the oil giant is collaborating with large farms. However, difficulties in adapting seed varieties to local conditions are reportedly slowing down the projects. Commercial production following the pilot stage has yet to start. Meanwhile, local farmers at two of Eni's pilot sites in Congo also claim that traditionally arable land has been expropriated by the government in favour of the farms the Italian multinational is working with, Agri Resources and Tolona, questioning the benefits for the local population. Despite this less than comforting news, the International Finance Corporation (IFC), the branch of the World Bank that finances private entities, is considering granting a $210 million loan to ENI to develop additional agri-hubs in Kenya. Has it been granted?

Answer

The agreement with IFC will be signed in the coming weeks.

With regard to feedstock to feed bio-refineries, Eni has developed a distinctive vertical integration model for the production of vegetable oil from degraded and rotational crops, and from the utilisation of agricultural, industrial and forestry waste. The extraction of vegetable oil from raw materials takes place in industrial plants built by Eni (Agri Hub) or using those of third parties, depending on the availability and industrial maturity of the country.

Eni Agri's distinctive business model is diversified by geography and commodity. The vegetable oil production chains are certified according to the European sustainability scheme ISCC-EU (International Sustainability and Carbon Certification), linked to strict environmental, social and traceability standards.

In 2023, Eni's production target was fully met with a volume of over 40,000 tonnes compared to 2.5 thousand tonnes in 2022.

The vegetable oil was produced from 8 countries and a selection of more than ten different raw materials, ranging from castor plants grown on degraded land and in rotation, to biomass from agricultural waste.

To date, over 19,000 tonnes of certified vegetable oil from Kenya, Vietnam and Italy have been delivered. The remaining 22,000 tonnes are expected to be sent to Eni's

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bio-refineries by the second quarter of 2024, according to the schedule relating to international shipments and storage at the bio-refining plants.

The current production profile confirms the target of around 700,000 tonnes of vegetable oil by 2027.

6.3 On 29 October 2023, three weeks before the start of Israel's new military operation in Gaza following the Hamas attacks on 7 October, the Ministry of Energy in Tel Aviv granted several licences for the exploration of gas fields in the waters off the Gaza strip. Beneficiaries include the British Dana petroleum (a subsidiary of the South Korean national petroleum company), the Israeli Ratio petroleum and Eni. A controversial measure, which was followed in early February by a warning letter sent to the three companies by the US law firm Foley Hoag on behalf of a number of humanitarian organisations (Al-Haq, Al Mezan centre for human rights and Palestine centre for human rights) asking them to "desist from undertaking any activities in the areas of 'Zone G' that fall within the maritime areas of the State of Palestine", stressing that such activities would constitute a flagrant violation of international law. The news got a fair amount of attention in our country. To the parliamentary question tabled by MP Angelo Bonelli of Alleanza Verdi Sinistra, the Foreign Ministry Antonio Tajani responded by stating that 'from what Eni reports, the contract is still being finalised and the consortium does not have ownership of the area, nor are any operations underway that would in any case be exploratory in nature. No exploitation of resources is currently taking place'. In short, everything is at a standstill for now, probably waiting for 'better times', but this does not detract from the fact that the big gas manoeuvres between the government of Israel and Eni are indeed underway. And they represent further confirmation of how Eni is strengthening its position in the Mediterranean, a historically important area. Since 2015, in particular, Eni has been very active in the eastern quadrant of the 'Mare Nostrum' with the discovery and subsequent start of extraction activities (in 2017) of the Zohr field - considered the largest reserve of 'natural' gas in the Mediterranean, with reserves estimated at 850 billion cubic metres - within Egypt's Exclusive Economic Zone (EEZ). This was followed by various exploration assignments in the other Cypriot and Lebanese EEZs, up to the recent ones awarded by Israel. To better understand the context, it should be noted that Egypt has been the key country for Israeli gas exports to Europe over the past two years. In June 2022, the European Union signed a trilateral energy security agreement with Egypt and Israel. Eni benefited from this agreement thanks to its own Egyptian terminal (Damietta Lng): the infrastructure had been at a standstill since 2012 up to February 2021 due to a dispute between Eni and the Spanish company Union Fenosa Gas. But, even in the following years, it had remained underused until the outbreak of the war in Ukraine. Snam, another major player in the Italian fossil industry, also benefited economically from the agreement: it is a shareholder in the Al Arish- Askhelon gas pipeline, which allows the export of gas extracted from underwater fields to Egypt. The latest meetings between Italian government leaders and Israeli leaders have 'facilitated' Eni's presence. The first official meeting took place in March 2023,when Benjamin Netanyahu brought home an important business deal with Leonardo for the development of a new laser system, and it was an opportunity to start discussing a possible collaboration with Eni. But it was at the last meeting, dated late October 2023, i.e. already in the midst of the conflict, that Netanyahu's Minister for Energy granted the much disputed licences. The deposits are in fact in deep water

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within the maritime boundaries declared by the Palestinian state in 2019 in accordance with the provisions of the 1982 United Nations Convention on the Law of the Sea (UNCLOS) signed by Palestine in 2015. More precisely, the Foley Hoag law firm claims that 62% of the so-called 'Zone G' is within the Palestinian jurisdiction. Hence the request to Eni to stop any activity in the area to avoid possible complicity in violating international regulations. Should the exploration activity bear fruit, ENI could apply for extraction licences with a further strange situation: it would have to pay royalties for gas extraction to the state with which it has signed a trade agreement (Israel), while completely ignoring the second interlocutor, i.e. the Palestinian National Authority which, according to the Oslo Accords, is also competent over the territory of the Gaza Strip. Don't you find it illegal?

Answer

In December 2022, the Israeli Ministry of Energy launched the Fourth Offshore Bid Round (OBR4) for the allocation of offshore exploration licences, with the possibility of submitting bids until 16 July 2023.

With its consortium partners, Eni participated in the international competitive tender by submitting the offer within the specified deadline. The announcement of the award took place on 29 October 2023 and no licence has yet been issued, therefore no activity is taking place in the area.

Eni always operates in compliance with all applicable regulations, both local and international, as well as with global industry best practices.

6.4 ENI's responsibility for the climate crisis is now well established. In fact, ENI is globally responsible for more greenhouse gas emissions than Italy as a whole, thus being one of the main contributors to the climate change underway. ENI and the other oil companies have been aware of the impact their activities have on the climate for more than 50 years, so much so that they implement lobbying and greenwashing strategies to mask their responsibilities. The first climate litigation in Italy against ENI. Climate litigation is a legal action initiated with the aim of forcing governments or companies to comply with certain standards on limiting global warming. The universally recognised impacts of climate change affect some individual rights such as the rights to life, food, water, sanitation and health. ENI's responsibility for climate change is evident. Conduct that causes climate change violates human rights that are protected and safeguarded both by the Italian Constitution and, through it, by international standards and agreements that are binding on states and companies. Violation of these rules entails the commission of unlawful conduct protected by Articles 2043 et seq. of the Civil Code, with the need for both compensatory action in a specific form and an injunction, since the increase in the planet's temperature, which is already rising at present, will become even higher if the targets set at the Paris Conference are not met. Through this civil lawsuit, Greenpeace Italy and ReCommon, together with private citizens - all of whom are directly suffering and fear they will suffer the consequences of the worsening climate crisis in the future due to the conduct of the Italian oil multinational - request to ascertain and declare that ENI SPA, the Ministry of the Economy and Finance and Cassa Depositi e Prestiti SPA are liable to Italian citizens for damage to their health, safety and property and for having put, and having continued to put, the same property at risk as a result of the consequences of climate change. A phenomenon that these realities have

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contributed to causing due to emissions into the atmosphere of greenhouse gases, and CO2 in particular, resulting from industrial, commercial and energy transport products sold by ENI, all beyond the internationally recognised and accepted limits of the company itself. Greenpeace Italy and ReCommon, together with private citizens, in any case do not seek a quantification of pecuniary and non-pecuniary damages, but only an ascertainment of the defendants' liability for the damage caused. At the same time, they demand the condemnation of ENI to revise its industrial strategy to reduce its climate-changing gas emissions by 45% by 2030 compared to 2020 levels, in line with the Paris Agreement, and the condemnation of the Ministry of Economy and Finance, an influential shareholder of ENI, to adopt a climate policy that guides its participation in the company in line with the provisions of the Paris Agreement. 'ENI knew about the effects of fossil fuels on the climate as far back as the 1970s,' reveals research by Greenpeace Italy and ReCommon - In several of its publications dating back to the 1970s and 1980s, the Italian giant ENI, which was entirely state- controlled at the time, warned of the possible destructive impacts on the planet's climate from burning fossil fuels. Yet, despite these warnings, the company continued and still continues to invest mainly in the extraction and exploitation of oil and gas. Moreover, since the first half of the 1970s, ENI has been a member of IPIECA, an organisation founded by several international oil companies which, according to recent studies, enabled the US oil giant Exxon to coordinate 'an international campaign to challenge climate science and undermine international climate policies' from the 1980s onwards. This is what 'ENI knew' denounces, the report released today by Greenpeace Italy and ReCommon and drafted thanks to research carried out in recent months in libraries and archives of ENI itself or scientific institutions such as the National Research Council (CNR). The study, which is also based on recent similar analyses concerning other companies such as the French TotalEnergies, also features contributions from science historians such as Ben Franta, Senior Researcher in Climate Litigation at the Oxford Sustainable Law Programme and one of the world's leading experts on the subject, and Christophe Bonneuil, currently Director of Research at France's largest public research institution, the Centre national de la recherche scientifique (CNRS). 'Our investigation shows how ENI can be added to the long list of fossil fuel companies that, as has emerged from numerous international investigations conducted in recent years, were aware of the destabilising effect that the exploitation of coal, gas and oil has had on global climate balances due to greenhouse gas emissions at least since the early 1970s,' says Felice Moramarco, who coordinated the research for Greenpeace Italy and ReCommon. 'If we currently find ourselves in the midst of a climate crisis that threatens the lives of us all, the responsibility lies primarily with companies like ENI that have continued to exploit fossil fuels for decades, ignoring the alarming and growing warnings from the global scientific community.' On May 9, Greenpeace Italy, ReCommon and twelve Italian citizens filed a civil lawsuit against ENI for the damages suffered and future damages of a patrimonial and non-pecuniary nature resulting from climate change, to which the company is alleged to have significantly contributed with its conduct over the past decades, despite being aware of the climate impacts of its activities, as demonstrated by the 'ENI knew' report. The lawsuit aims to force ENI to review its industrial strategy and reduce its emissions by 45% by 2030 compared to 2020 levels, as recommended by the international scientific community so as to meet the Paris Agreement targets. The lawsuit was also filed against the Ministry of Economy and Finance and Cassa

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