In its meeting of September 10, 2009, the Board of Directors approved internal rules for the calling and functioning of its meetings.

The Chairman convenes Board meetings, and, in agreement with the CEO, defines items on the agenda. Notice is sent to the Directors, Statutory Auditors and the Magistrate of the Court of Accounts within five days of the meeting's date. Under particular circumstances and in case of urgency the Board may be convened at least 12 hours in advance. Board members, Statutory Auditors and the Magistrate of the Court of Accounts receive in advance - usually together with the meeting's notice and, in any case,  not later than three days before the meeting - adequate and thorough information on all items on the agenda, except for price sensitive items that are not communicated in advance.

During meetings, directors can meet managers of Eni and its subsidiaries in order to obtain  information on specific items of the agenda items.

Eni's By-laws allow meetings to be held by video or teleconference.

Based on the provisions of Article 2391 of the Civil Code and of the Eni Corporate Governance Code, before discussing the items in agenda, each director is expected to inform the Board about any interest he might directly or indirectly have in the transactions or issues to be discusses, indicating its nature, terms, origin and extent. Transactions in which a director has an interest or to which he is a related party are regulated by internal Guidelines as approved on February 12, 2009 by the Board of Directors, with the opinion of the Internal Control Committee.

The general public is informed, with advance notice normally before the closing of the year, of the Financial Calendar, that contains, referring to the Board, the dates of meetings convened for the approval or review of annual, semi-annual, full-year preliminary accounts and quarterly accounts, as well as resolution and proposal of interim dividends and final dividends, and related ex-dividend and payment dates.

In 2008, the Board of Directors met 19 times (of which 15 ordinary meetings and 4 extraordinary meetings) for an average duration of 2 hours and 40 minutes. The average attendance rate to Board meetings was 98.66%, the attendance rate of independent non-executive Board members was 98.54%. The attendance rate for the Board presently in office was 98% both for the  director and the independent directors. To learn more about the attendance of each member, see the attached table.

The Eni Corporate Governance Code provides that independent directors may hold meetings attended exclusively by non-executive independent members. This power was exercised in the meeting of January 22, 2009.

(*) Appointed by the minority list