The Shareholders' Meeting determines the remuneration of the Chairman and members of the Board of Directors, upon appointment and throughout the term of office, the Board of Directors determines the remuneration of the Directors with delegated powers or for participation in board committees, proposal of the Remuneration Committee and after consultation with the Board of Auditors. In implementing the recommendations of the Italian Corporate Governance Code and the regulations in force (article 123-ter of Legislative Decree n.58/98). The Board of Directors also approves the policy for the remuneration of the Directors and the general criteria for remunerating “Managers with strategic responsibilities‘, which is described in the first section of the Remuneration Report available on the Company's website.

The Committee plays advisory and consultative functions to support the Board of Directors in particular with regard to:

• the predisposition of the Remuneration Policy and of the Remuneration Report
• the proposals on the remuneration of Directors with delegated powers and for participation in Board Committees
• the establishment of performance targets and the assessment of performance results related to the implementation of variable incentive plans.

The Eni Remuneration Policy is defined in accordance with the governance model adopted by the Company and with the recommendations of the Italian Corporate Governance Code, in order to attract, motivate and retain individuals of high professional and managerial standing and alignment of management interests with the primary goal of creating value for shareholders over the medium to long term. Eni’s Remuneration Policy contributes to achieving the Company’s mission and strategies by:

• promoting actions and behaviours reflecting the Company’s values and culture, consistent with the principles of plurality, equal opportunity, enhancement of individuals’ knowledge and skills, non-discrimination, fairness and integrity, as describe in the Code of Ethics and Eni Policy "Our People";
• recognising roles and responsibilities, results, and the quality of professional contribution, taking into account the operating environment and relevant market references;
• defining incentive structures that are tied to the sustainable Long-Term achievement of financial, business development, operational and individual objectives, consistent with the Company’s Strategic Plan and the responsibilities assigned.

Yes, starting from 2020, Eni's shareholders will be called to express a binding vote on the first section of this Remuneration Policy, in compliance with the regulatory changes introduced with the transposition of the second European Shareholders' Rights Directive (Directive (EU) No. 828/17, so-called “SRD II”). As shareholders they will also be called on to cast an advisory vote on the second section of the Report, illustrating the implementation of the current policy and the remuneration paid to Eni’s Directors, Statutory Auditors and other Managers.

Yes, the pay-mix of CEO is characterized by a significant variable component, equal, forthe new term, to 70% of the total remuneration, subject to achievement, at target level, of predetermined performance measures, whit greater weight to the long-term component.

The Policy defined for the next mandate provide for the manteinance, in the Short-term Incentive Plan with deferral, of an objective of environmental sustainability and human capital (weight 25 %) and the introduction in the 2020-2022 Long Term Equity based Incentive Plan, of a specific goal on environmental sustainability and energy transition (with an overall weight of 35%), deployted in targets related to decarbonization, energy transition and circular economy.

Yes, the adoption, with specific rules approved by the Board of Directors, acting on a proposal of the Remuneration Committee, of mechanisms that, on conditions determined and expressly referred to in the Plan Regulations, provide for:

• the restitution of the variable component of remuneration, if already paid and/or granted (clawback);
• the withholding/withdrawal of the variable components of remuneration, already vested but not yet paid and/or granted (malus).

These mechanisms shall apply in cases when the incentives (or the rights thereto) have vested based on data that subsequently proved to be manifestly misstated (Art. 6.C.1.f) or in cases of wilful alteration of the same data.

The same mechanisms shall apply in cases of termination for disciplinary reasons, including serious

and intentional violations of law and/or regulations, the Code of Ethics or Company rules, without prejudice to any action allowed under law for the protection of the Company’s interests.

Yes, the information on the compensation paid to the CEO, the other Directors, to Statutory Auditors and, in aggregate form, to other executives with strategic responsibilities are contained in the Remuneration Report available on the website of the Company. 
A copy of the report can be requested via email to segreteriasocietaria.azionisti@eni.com or by fax to + 39 (0) 659 82 22 33 or by calling toll-free to shareholders 800 940 924, from abroad: 800 112 234 56, after entering the prefix international access code.