Eni: new fixed rate bond offering

San Donato Milanese (Milan), January 8, 2024 – Eni (Baa1 Moody’s / A- S&P / A- Fitch) intends to place today new fixed rate bond with a 10-year maturity (the “Bond”), under its existing Euro Medium Term Note Programme.

The Bond is to be issued in accordance with the resolution adopted by the Board of Directors on April 7, 2022 and is aimed at financing Eni’s future needs and at maintaining a well-balanced financial structure.

The Bond, targeted to institutional investors, will be placed subject to market conditions and subsequently listed on the regulated market of the Luxembourg Stock Exchange.

For the issuance of the Bond, Eni has mandated a syndicate composed of Crédit Agricole CIB, Deutsche Bank, HSBC, Intesa Sanpaolo (IMI CIB Division), Mediobanca, MUFG, Natixis, SMBC, Societe Generale Corporate & Investment Banking, Standard Chartered Bank, UniCredit, who will act as joint bookrunners



The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

This announcement does not constitute or form part of any offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. This press release does not constitute a prospectus or other offering document. This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or to persons who are, or in the interest of or on behalf of persons who are “U.S. Persons” as that term is defined in the Securities Act as defined below (a “U.S. Person”), Australia, Canada, Japan or South Africa or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be subject to limitations or unlawful or in breach of applicable laws (the “Other Countries”), except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act (as defined below) and any applicable securities laws of the United States of America or any Other Countries. This announcement is not an offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or in the Other Countries. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any securities laws of the United States, or pursuant to the corresponding regulations in force in Australia, Canada, Japan, South Africa or the Other Countries and may not be offered, sold or delivered in the United States or to a U.S. Person absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. Eni does not intend to register any part of the securities in the United States or to conduct a public offering of securities in the United States, Australia, Canada, Japan or in the Other Countries.

The distribution of this announcement may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions in which this announcement is circulated, published or distributed must inform themselves about and observe any such restrictions. In any Member State of the European Economic Area ("EEA") and the United Kingdom (“UK”), this announcement is only directed at and may only be communicated to persons who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”).

This announcement is directed in the UK only at Qualified Investors (i) who are outside the United Kingdom, or (ii) who are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) who have professional experience in matters relating to investments falling within Article 19(5) of the Order or (iv) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this communication relates is only available to Relevant Persons and will be engaged in only with Relevant Persons, or in the EEA, with Qualified Investors. Any person who is not a Relevant Persons, a Qualified Investor or otherwise permitted under applicable law or regulation to access this announcement, should not act or rely on this announcement. The documentation relating to the issuance of the securities is not or will not be approved by the National Commission for Companies and the Stock Exchange (Commissione Nazionale per le Società e la Borsa, "CONSOB") under applicable law. Therefore, the securities may not be offered, sold or distributed to the public in the Republic of Italy except to qualified investors as defined in Article 2 of the EU Prospectus Regulation and any applicable provisions or regulations or in other circumstances which are exempted from the rules of the public offering, pursuant to Article 1 of the EU Prospectus Regulation, Article 100 of Legislative Decree no. 58 of 24 February 1998, Article 34-ter of Consob Regulation No. 11971 of 14 May 1999 ("Issuers Regulation”) as amended from time to time, or in the other circumstances set forth under the Issuers Regulation or the EU Prospectus Regulation, in any case in compliance with laws and regulations or requirements imposed by CONSOB or other Italian laws.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization.

MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 (the “PRIIPs Regulation”) has been prepared as the offer is not addressed to retail investors in the EEA.

UK MiFIR professionals/ECPs-only / No UK PRIIPs KID – UK Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) pursuant to the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA has been prepared as the offer is not addressed to retail investors in the UK.

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