Shareholders

Eni Shareholders’ Meeting held on 14 May 2025 authorized a buyback program for 2025 (the “Buyback Program”) for an outlay of up to € 3.5 billion, up to a maximum of 315 million of shares (equal to about 10% of the ordinary shares) and for a duration till the end of April 2026.

Purchases started on 20 May 2025 and terminated on 18 February 2026.  During this period, 118,782,928 treasury shares were purchased for an outlay of € 1,8 billion.

In order to execute the program, Eni engaged an authorized third-party agent, who acted independently, also in relation to the timing of the transactions.

Purchases under the Buyback Program were made at a price identified in compliance with regulatory requirements and accepted market practices in force from time to time. This price has not deviate downward or upward by more than 10% from the official price recorded by Eni S.p.A. stock in the session of the Euronext Milan market, organized and managed by Borsa Italiana S.p.A., on the day preceding each individual 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 14 May 2025, as well as complying with the provisions of Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052. 

Considering the treasury shares already held and the purchases made and the free of charge shares granted to Eni’s employees (as provided by the “Long-Term Incentive Plan 2020-2022” approved by Eni’s Shareholders’ Meeting of 13 May 2020 and by the “Employee Stock Ownership Plan” approved by Eni’s Shareholders’ Meeting of 15 May 2024), on the date of conclusion of the Buyback Program, Eni owned n. 205,610,942  shares equal to 6.53%.

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 2025" below. 

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 and terminated on 20 February 2025. During this period, 144,125,411 treasury shares were purchased for an outlay of € 2 billion, as last disclosed to the market on 25 October 2024.

In order to execute the program, Eni engaged an authorized third-party agent, who acted independently, also in relation to the timing of the transactions.

Purchases under the Buyback Program were made at a price identified in compliance with regulatory requirements and accepted market practices in force from time to time. This price did not deviate downward or upward by more than 10% from the official price recorded by Eni S.p.A. stock in the session of the Euronext Milan market, organized and managed by Borsa Italiana S.p.A., on the day preceding each individual 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 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. 

Considering the treasury shares already held and the purchases made from the beginning of the treasury shares buyback programme on 27 May 2024 and the free of charge shares granted to Eni’s employees (as provided by the “Long-Term Incentive Plan 2020-2022” approved by Eni’s Shareholders’ Meeting of 13 May 2020 and by the “Employee Stock Ownership Plan” approved by Eni’s Shareholders’ Meeting of 15 May 2024), on the date of conclusion of the Buyback Program, Eni owned n. 229,335,738 shares equal to 6.98% 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. 

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. 

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. 

Eni's Board of Directors approved the start of the buy-back program for 2021, for a maximum amount of 400 million euro and a share count no greater than 252 million, in accordance with the targets set by the 2021-2024 strategic plan assuming a Brent reference scenario of $65/barrel and in execution of the authorization granted by the Shareholders Meeting held on May 12, 2021. The buyback program is aimed at recognizing shareholders an additional remuneration to complement the dividend distribution. Purchases started on August 23, 2021 and terminated on December 15, 2021. In order to execute the programme, Eni engaged an authorized agent, who took decisions regarding purchases at its own discretion, also in relation to the timing of the transactions and in compliance with daily price and volume thresholds. In particular, the purchase price of the shares could not deviate upwardly or downwardly by more than 5% from the official price of the day prior to each individual transaction recorded for the Eni S.p.A. share in the Electronic Share Market organized and managed by Borsa Italiana S.p.A. (“MTA”). However, it could not be higher than the higher price between the price of the last independent transaction and the price of the highest current independent purchase offer on the MTA. Purchases were made on the MTA, in compliance with art. 144-bis, paragraph 1, lett. b) of Consob Regulation 11971/1999 and the additional conditions provided for by the resolution of the Shareholders' Meeting of May 12, 2021, as well as complying with the provisions of Regulation (EU) 596/2014 on market abuse and the Delegated Regulation (EU) 2016/1052. 

Following the purchases made until the termination of the purchase programme for the year 2021, 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 held n. 65,838,173 shares equal to 1.83% 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 2021" below. 

The Eni Board of Directors, in execution of the authorization granted by the Eni Shareholders’ Meeting of 14 May 2019 and within the terms announced to the market on that date, has approved measures to begin the 2019 share buy-back programme, in the maximum amount of €400,000,000 and up to a maximum of 67,000,000 shares. The programme gives the Company a flexible option to give its shareholders an additional return beyond the distribution of dividends, in line with Eni’s commitment to a progressive shareholder remuneration policy linked to the growth in profits. The purchases started on 5 June 2019 and terminated on 9 December 2019. In order to execute the programme, Eni engaged an authorised agent, who purchased Eni shares on a fully independent basis, including with regard to the timing of purchases and in compliance with the daily price and volume limits. In particular, the price of each transaction could not be more than 5% greater or lower than the official price registered by the Eni SpA stock in the trading session of the Mercato Telematico Azionario, organised and operated by Borsa Italiana SpA (“MTA”), on the day before each individual transaction and, in any case, could not exceed the higher of the price of the last independent trade and the highest current independent purchase bid on the MTA. Share purchases have been made on the MTA 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 Eni’s shareholder resolution of 14 May 2019, as well as in compliance with Regulation (EU) no. 596/2014 on market abuse and Delegated Regulation (EU) 2016/1052. Following the purchases made until the termination of the purchase programme for the year 2019, considering the treasury shares already held, Eni held n. 61,635,679 shares equal to 1.70% of the share capital. The details of any purchases made are reported within the time limits and with the procedures required by applicable regulations in the documents attached in the section "Treasury shares 2019" below. In light of market developments due to the spread of the COVID-19 pandemic and the decisions taken by OPEC+, Eni’s board of Directors, on 18 March 2020, resolved to withdraw the proposal to authorise the purchase of treasury shares at the Shareholders’ Meeting of 13 May 2020, with a total amount of €400 million in 2020. Subsequently, following the cancellation of the treasury shares resolved by the Shareholders’ meeting of 13 May 2020, Eni holds n. 33,045,197 shares equal to 0.92% of the share capital. Eni subsidiaries do not own shares in the Company.  

On 6 January 2014, Eni launched a share buyback programme in line with a shareholders’ resolution of 10 May 2013. To further the programme, the Shareholders’ Meeting of 8 May 2014 approved the purchase of the Company’s own shares for a period of 18 months from the date of the resolution. From the introduction of the programme until 31 December 2014, Eni had purchased 21,656,910 shares, equal to 0.60 per cent of the share capital. At 31 December 2014, treasury shares totalled 33,045,197 – equivalent to 0.91 per cent of the share capital. As of 13 March 2015, during the presentation of the Strategic Plan 2015-2018, Eni announced the suspension of the buyback programme.