Powers

On 11 June 2008, the Board of Directors appointed Mr Paolo Scaroni Chief Executive Officer and delegated to him all necessary powers for the administration of the Company, with the exception of those powers that cannot be delegated in accordance with current legislation and those retained exclusively by the Board of Directors, as also provided by subsequent resolutions.

The Board of Directors:

1. Establishes the Company and Group Corporate Governance system and rules. In particular, after consulting the Internal Control Committee, the Board approves the rules that ensure the substantial and procedural transparency and correctness of the transactions carried out with related parties and those in which a director holds an interest, on his behalf or on behalf of third parties. The Board adopts a procedure for the management and disclosure to third parties of documents and information concerning the Company, having special regard to price sensitive information.

2. Establishes among its members one or more committees with proposing and consulting functions, appoints their members, establishes their responsibilities, determines their compensation and approves their regulations.

3. Appoints and revokes the powers of the Chief Executive Officer and the Chairman; establishes the terms, limits and operating methods of the exercise of such powers and determines the compensation related to the powers, on the basis of proposals from the Compensation Committee and after  consulting the Board of Statutory Auditors. The Board may issue instructions to the Chief Executive Officer and the Chairman and reserve to itself any operations that pertain to its powers.

4. Establishes the guidelines of the organizational, administrative and accounting structure of the parent company, including the Internal Control System, of the most important subsidiaries and of the Group; evaluates the adequacy of the organizational, administrative and accounting structure set up by the Chief Executive Officer in particular with regard to the management of conflicts of interest.

5. Establishes, in particular, based on the recommendations of the Internal Control Committee, the guidelines of the internal control system, in order to ensure the identification, measurement,  management and monitoring of the main risks faced by the Company and its subsidiaries. Evaluates the adequacy, effectiveness and effective functioning of the internal control system managed by the Chief Executive Officer on an annual basis.

6. Establishes, based on the recommendation of the Chief Executive Officer, Company and Group strategies and objectives, including Sustainability policies. Examines and approves the Company's and Group's strategic, operational and financial plans and the strategic agreements to be signed by the Company. Examines and approves the operations not included in the plan of an amount higher than 500,000 Euro.

7. Examines and approves annual budgets for Eni's Divisions and the Company, as well as the Group's consolidated budget.

8. Evaluates and approves the Company's and Group's half-yearly financial report and interim  management statements, as per current regulations. Evaluates and approves the sustainability report, submitted also to the Shareholders' Meeting.

9. Receives from Board members with powers, at every Board meeting or at least every two months, reports informing the Board of activities carried out in exercising the powers attributed as well as updates on activities carried out by the Group and on atypical or unusual transactions or transactions with related parties that were not previously submitted to the evaluation and approval of the Board. In particular, it periodically receives a half-yearly (information), containing the related reasoning, about the changes within the investment operations, already approved by the Board, as specified in point 12, sections b) and c)based on criteria established by the Board of Directors itself.

10. Receives half-year updates on the Board Committees' activities.

11. Evaluates the general performance of the Company and the Group, on the basis of information received from Board members with powers, with particular attention to situations of conflicts of interest and compares results achieved - as contained in the annual report and interim financial statements, as per current regulations - with the budget.

12. Evaluates and approves any transaction executed by the Company and its subsidiaries that have a significant impact on the company's results of operations and liquidity. Particular attention is paid to situations in which Board members hold an interest on their own behalf or on behalf of third parties, and to related parties transactions. The Board ensures the principle of operational autonomy with specific regard to the listed companies of the Eni Group and companies subject to unbundling regulation. It also ensures the confidentiality of trade relations between said subsidiaries and Eni or third parties for the protection of the subsidiaries' interests.
    Transactions with a significant impact on the company's results of operations and liquidity include the following:

    1. acquisition and disposal of shareholdings, investments, businesses and individual properties, contributions in kind, mergers and de-mergers exceeding €100 million, notwithstanding Article 23.2 of the By-laws;

    2. investments in fixed assets exceeding €300 million, or less if of particular strategic importance or particularly risky;

    3. any exploration initiatives and portfolio operations in the E&P sector in new areas;

    4. sale and purchase contracts relating to goods and services other than investments, for an amount exceeding €1 billion or a duration exceeding twenty years; or gas supply contracts for at least 3 billion of cubic meter per year and ten-year length.

    5. financing to entities other than subsidiaries: i) for amounts exceeding €200million, if the amount is proportionate to the interest held or, ii) in any case, if in favour of non-related companies or the amount is not proportionate to the interest held;

    6. issuing by the Company of personal and real guarantees to entities other than subsidiaries: i) for amounts exceeding €200million, if in the interest of the Company or of Eni subsidiaries or non-controlled companies, as long as the guarantee is proportionate to the interest held or ii) in any case, if the guarantees are issued in the interest of non-controlled companies and the amount is not proportionate to the interest held. In order to issue the guarantees indicated in section i) of letter f), if the amount is between €100million and €200million, the Board confers powers to the Chief Executive Officer and the Chairman.

    7. intermediary agreements of Eni S.p.A.

13. Appoints and revokes, on recommendation of the Chief Executive Officer and in agreement with the Chairman, the General Managers of Divisions and attributes powers to them. In case of Chief Executive Officer appointment as General Manager, the Chairman makes the proposal.

14. Appoints and revokes, on recommendation of the Chief Executive Officer and in agreement with the Chairman, and with the approval of the Board of Statutory Auditors, the Manager charged with preparing the Company's financial reports as per Legislative Decree No. 58/1998. Moreover, the Board of Directors verifies the adequacy of his powers and resources in order to fulfil this task and the respect of relevant administrative and accounting procedures prepared by him.

15. Nomination and revocation, at the request of the Chief executive, with the agreement of the Chairman , and having consulted the Internal Control Committee, of a figure responsible for internal control and the Chief Internal Auditor, defining remuneration in accordance with the Company's remuneration policy and approval of the guidelines of the activities of the figure responsible for internal control and the head of internal auditing.

16. Ensures a person is identified as responsible for handling the relationships with the Shareholders.

17. Establishes, on the basis of the proposals received from the Compensation Committee, the criteria for top management compensation and implements the stock incentive plans approved by the Shareholders' Meeting.

18. Examines and decides on proposals submitted by the Chief Executive Officer with respect to voting powers and to the appointment of members of the management and control bodies of the most important controlled subsidiaries. With specific regard to the shareholders' meetings of listed companies of the Eni Group, the Board ensures the observance of the Corporate Governance Rules regarding the shareholders' meetings.

19. Prepares the proposals to be submitted to the Shareholders' meeting.

20. Examines and resolves on other matters that the Chief Executive Officer deems appropriate to submit to the Board because of their importance and sensitivity.

Pursuant to Article 23.2 of the By-laws, the Board resolves on: mergers by incorporation and proportional demergers of at least 90% directly owned subsidiaries; establishment and winding up of branches; amendments to the By-laws in order to comply with applicable legislation.

According to Eni's by-laws, the Chairman and the CEO are the representatives of the company.