Shareholders

Major shareholders

The Italian Ministry of Economy and Finance has de facto control of Eni SpA by virtue of interests held either directly or via the Cassa Depositi e Prestiti SpA (CDP).

Shareholder	Number of shares held	% of share capital
Ministry of Economy and Finance	65,586,402	1.997
CDP S.p.A.	936,179,478	28.503
Total	1,001,765,880	30.5

Treasury shares

(UPDATED TO 17 JANUARY 2025) *

Number of treasury shares held	% on the share capital
211,882,333	6.45
^{* The data take into account the purchases made during the 2024 buyback program to which reference should be made for details of transactions.}

Share capital structure*

Shareholder	Share
Public Holding	30.500%
Institutional Investors	49.010%
Retail	16.182%
Treasury shares**	4.270%
Identity of shareholders not provided	0.038%

^{* Update based on the nominative notices received as at 26 November 2024, relating to the registered recipients of the first tranche of the 2024 dividend (paid on 25 September 2024, with ex-dividend date on 23 September 2024 and record date on 24 September 2024).

** The data, updated on the basis of the nominative notices received as at 26 November 2024 relating to the recipients of the first tranche of the 2024 dividend, does not take into account the purchase transactions carried out in the context of the 2024 buyback program currently in progress, and executed after the payment of the first tranche of the 2024 dividend. For details refer to the “Treasury shares” section.}

^{Eni's ESG investors represent approximately 33% of total identified Institutional Investors (source: shareholder research carried out by Nasdaq in January 2024).}

A breakdown of the shareholder structure

In the following charts Eni's shareholders structure is split by geographical area and size of holding, on the basis of the information on registered recipients of the first tranche of the 2024 dividend*.

Geographical breakdown*

(UPDATED TO 26 NOVEMBER 2024)

Shareholders	Number of shareholders	Number of shares held	% of outstanding shares
Italy	256,697	1,733,892,713	52.790
UK	432	67,417,216	2.053
Other EU member States	2,800	582,658,406	17.740
USA and Canada	1,123	467,626,473	14.237
Rest of the World	1,300	291,388,729	8.872
Treasury shares**	1	140,238,419	4.270
Identity of shareholders not provided	n.d.	1,268,569	0.038
Total	262,353	3,284,490,525	100.00

^{* Update based on the nominative notices received as at 26 November 2024, relating to the registered recipients of the first tranche of the 2024 dividend (paid on 25 September 2024, with ex-dividend date on 23 September2024 and record date on 24 September 2024).

** The data, updated on the basis of the nominative notices received as at 26 November 2024 relating to the recipients of the first tranche of the 2023 dividend, does not take into account the purchase transactions carried out in the context of the 2024 buyback program currently in progress, and executed after the payment of the first tranche of the 2024 dividend. For details refer to the “Treasury shares” section.}

Breakdown by number of shares held*

(UPDATED TO 26 NOVEMBER 2024)

Shareholders	Number of shareholders	Number of shares held	% of outstanding shares
>10%	1	936,179,478	28.503
3% – 10%	0	0	0.000
2% – 3%	0	0	0.000
1% – 2%	5	240,778,651	7.331
0.5% – 1%	11	269,383,074	8.201
0.3% – 0.5%	11	153,213,315	4.665
0.1% – 0.3%	70	388,214,655	11.820
≤0.1%	262,254	1,155,214,364	35.172
Treasury shares**	1	140,238,419	4.270
Identity of shareholders not provided	n.d.	1,268,569	0.038
Total	262,353	3,284,490,525	100.00

^{* Update based on the nominative notices received as at 26 November 2024, relating to the registered recipients of the first tranche of the 2024 dividend (paid on 25 September 2024, with ex-dividend date on 23 September 2024 and record date on 24 September2024).

** The data, updated on the basis of the nominative notices received as at 26 November 2024 relating to the recipients of the first tranche of the 2024 dividend, does not take into account the purchase transactions carried out in the context of the 2024 buyback program currently in progress, and executed after the payment of the first tranche of the 2024 dividend. For details refer to the “Treasury shares” section.}

Buyback program

Buyback program year 2024

Eni Shareholders’ Meeting held on 15 May 2024 authorized a buy-back program for 2024 (the “Buyback Program”) for an outlay of € 3.5 billion, up to a maximum of 328 million of shares (equal to about 10% of the ordinary shares) and for a duration till the end of April 2025.

 Purchases started on 27 May 2024, following the authorization of the Eni Shareholders' Meeting.

In order to execute the program, Eni engaged an authorized third-party agent, who will take decisions regarding purchases at its own discretion, also in relation to the timing of the transactions. The purchases will be made in accordance with the limits set out by the Eni’s Shareholders Meeting, at a purchase price that complies with the regulatory requirements and market practices admitted that may be applicable.  This price will not diverged downwards or upwards by more than 10% from the official price registered by the Eni share in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction.

Purchases will be made on the Euronext Milan pursuant to Art. 144-bis, paragraph 1, letter b) of Consob Regulation no. 11971/1999 and in accordance with the additional conditions set out in the resolution of the Shareholders’ Meeting held on 15 May 2024, as well as complying with the provisions of Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052.

At the start of the purchases, considering the cancellation of 91,447,368 treasury shares resolved by the Shareholders’ Meeting held on 10 May 2023 and executed on 25 March 2024, Eni holds n. 90,221,072 treasury shares equal to 2.75% of the share capital. Eni’s controlled subsidiaries do not hold Eni’s shares.

The details of the transactions carried out are reported in the terms and in the manner prescribed by current legislation in the documents attached in the section "Treasury shares year 2024" below.

Reduce

Buyback program year 2023

Eni Shareholders’ Meeting Board of Directors held on May 10, 2023 authorized a buy-back program for 2023 (the “Buyback Program”) for an outlay of € 2.2 billion, which could be increased on the basis of any upsides for a maximum amount of € 3.5 billion, up to a maximum of  337 million of shares (equal to about 10% of the ordinary shares), and for a duration till the end of April 2024.

 Purchases started on 12 May 2023 and ended on 5 March 2024.

In order to execute the program, Eni engaged an authorized third-party agent, who took decisions regarding purchases at its own discretion, also in relation to the timing of the transactions. The purchases were made in accordance with the limits set out by the Eni’s Shareholders Meeting, at a purchase price that complies with the criteria set out in the Delegated Regulation (EU) 2016/1052 and, in any case, could not diverged downwards or upwards by more than 10% from the official price registered by the Eni share in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction.

Purchases were made on the Euronext Milan pursuant to Art. 144-bis, paragraph 1, letter b) of Consob Regulation no. 11971/1999 and in accordance with the additional conditions set out in the resolution of the Shareholders’ Meeting held on 10 May 2023, as well as complying with the provisions of Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052.

Following the purchases made until 5 March 2024, considering the treasury shares already held, the cancellation of 195,550,084 treasury shares resolved by the Shareholders' Meeting on 10 May 2023 and the free of charge shares granted to Eni’s directors, following the conclusion of the Vesting Period as provided by the “Long-Term Incentive Plan 2020-2022” approved by Eni’s Shareholders’ Meeting of 13 May 2020, on the date of conclusion of the Buyback Program, Eni owned n. 181,668,440 shares equal to 5.38% of the share capital.

Eni’s controlled subsidiaries do not hold Eni’s shares. The details of the transactions carried out are reported in the terms and in the manner prescribed by current legislation in the documents attached in the section "Treasury shares year 2023" below.

Reduce

Share Buyback program year 2022

Eni's Board of Directors approved the start of the buy-back program for 2022, in execution of the authorization granted by the Shareholders Meeting held on 11 May 2022, for an outlay of minimum €1.1 billion, that can be increase for a maximum amount of €2.5 billion according to the Brent price scenario and up to a maximum of 357 million of shares (equal to 10% of the ordinary shares post cancellation) (the “Buyback Program”). Eni updated its 2022 Buyback Program scenario assessment in July by raising the commitment to €2.4 billion. Purchases started on 30 May 2022 and ended on 29 of November, in advance of April 2023 (date communicated at the start of the programme). In order to execute the program, Eni engaged an authorized third-party agent, who took decisions regarding purchases at its own discretion, also in relation to the timing of the transactions. The purchases were made in accordance with the limits set out by the Eni’s Shareholders Meeting, at a purchase price that complies with the criteria set out in the Delegated Regulation (EU) 2016/1052 and, in any case, could not diverged downwards or upwards by more than 10% from the official price  registered by the Eni share in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction. Purchases were made on the Euronext Milan pursuant to Art. 144-bis, paragraph 1, letter b) of Consob Regulation no. 11971/1999 and in accordance with the additional conditions set out in the resolution of the Shareholders’ Meeting of 11 May 2022, as well as complying with the provisions of Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052.

Following the purchases made until 29 November 2022, considering the treasury shares already held and the assignment of ordinary shares to Eni’s directors, following the conclusion of the Vesting Period as provided by the “Long-Term Incentive Plan 2017-2019” approved by Eni’s Meeting of shareholders of 13 April 2017, Eni holds n. 226,097,834 shares equal to 6.33% of the share capital. Eni’s controlled subsidiaries do not hold Eni’s shares.

The details of the transactions carried out are reported in the terms and in the manner prescribed by current legislation in the documents attached in the section "Treasury shares year 2022" below.

Reduce

Shareholders

Eni’s share capital

Eni’s shareholders

Major shareholders

Treasury shares

Share capital structure*

A breakdown of the shareholder structure

Geographical breakdown*

Breakdown by number of shares held*

Buyback program

Buyback program year 2024

Buyback program year 2023

Share Buyback program year 2022