{"url_path":"/sec/e/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-23","source_url":"https://www.sec.gov/Archives/edgar/data/1002242/0001554855-26-000390-index.html","accession_number":"0001554855-26-000390","cik":"0001002242","ticker":"E","issuer_name":"ENI SPA","edgar_url":"https://www.sec.gov/Archives/edgar/data/1002242/0001554855-26-000390-index.html","primary_entity_key":"0001002242","primary_entity_name":"ENI SPA"},"word_count":112829,"has_tables":true,"body_markdown":"Item 4. INFORMATION ON THE COMPANY\n\nHistory and development of the Company\n\nEni, the former Ente Nazionale Idrocarburi, a public law agency, established by Law No. 136 of February 10, 1953, was transformed into a joint stock company by Law Decree No. 333 published in the Official Gazette of the Republic of Italy No. 162 of July 11, 1992 (converted into law on August 8, 1992, by Law No. 359, published in the Official Gazette of the Republic of Italy No. 190 of August 13, 1992). The Shareholders’ Meeting of August 7, 1992 resolved that the company be called Eni SpA. Eni is registered at the Companies Register of Rome, register tax identification number 00484960588, R.E.A. Rome No. 756453. Eni is expected to remain in existence until December 31, 2100; its duration can however be extended by resolution of the shareholders. The Company shares are listed at the main Italian stock exchange, which is the primary trading market for the Company, and at the New York Stock Exchange where the Company’s ADRs are traded under the ticker symbol “E”.\n\nThe SEC maintains an Internet site that contains reports, proxy and information statements of the Company, and other information regarding Eni that we file electronically with the SEC at http://www.sec.gov, searching for: ENI SPA (E, EIPAF) (CIK 0001002242). The same reports and information are available at the Company’s website: www.eni.com.\n\nEni’s registered head office is located at Piazzale Enrico Mattei 1, Rome, Italy (telephone number: +39-0659821).\n\nEni branches are located in:\n\nSan Donato Milanese (Milan), Via Emilia, 1; and\n\nSan Donato Milanese (Milan), Piazza Ezio Vanoni, 1. Internet address: eni.com \n\nThe name of the agent of Eni in the United States is Marco Margheri, Washington DC – USA 601, 13th street, NW 20005. \n\nEni Spa is the parent company of Eni’s group companies. Eni SpA together with its subsidiaries and through several participated entities engages in producing and selling energy products and services to worldwide markets, with operations in the traditional businesses of exploring for, developing, extracting, and marketing crude oil and natural gas, manufacturing and marketing oil-based fuels and chemicals products and gas-fired power as well as energy products from renewable sources. The Company is implementing a strategy designed to improve profitability and shareholders’ returns leveraging on maximizing the value of its assets’ portfolio, through organic exploration, fast reserve development, production growth and by applying the satellite model to unlock asset value, while restructuring and revamping the businesses operating in challenged sectors. This strategy aims to gradually reduce the Company’s carbon footprint, with the goal of reaching carbon neutrality by mid-century.\n\nGroup description of business activities and operating data as disclosed in Item 4 and financial data requested by accounting standards for segmental reporting as disclosed in Item 5 are presented based on the operating segments tracked by the chief operating decision maker to evaluate profit centers financial performance and resources allocation, as follows:\n\n \n\n●\n\nExploration & Production: engages in oil and natural gas exploration and field development and production, as well as in LNG operations, in 33 countries, most notably Italy, Libya, Egypt, Norway, the United Kingdom, Angola, Congo, Nigeria, Mexico, the United States, Kazakhstan, Algeria, Iraq, Indonesia, Ghana, Mozambique, Qatar, Côte d'Ivoire and the United Arab Emirates. In certain geographies, mainly Angola, Norway and the UK, the business activities are conducted through equity-accounted entities. The business also engages in oil and products trading activities, designed to perform supply balancing transactions in the market with a view of ensuring the requested slate of crudes to the refining business and to stabilize or hedge commercial margins.\n\n \n\n●\n\nGlobal Gas & LNG Portfolio and Power: engages in the wholesale activity of supplying and marketing gas via pipeline and LNG, maximizing supply of equity gas/LNG, wholesale marketing of electricity and international transport activity. It also comprises gas, LNG, and power trading activities targeting both hedging and stabilizing the Group’s commercial margins and optimizing the gas asset portfolio. This operating segment also includes the results of operations of the Power business, engaged in the production of power produced by a fleet of thermoelectric plants located in Italy and in providing back-up capacity to the Italian grid.\n\n \n\n18\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n●\n\nEnilive engages in the manufacturing of biofuels at the Italian plants of Venice and Gela and through the Chalmette JV in the USA, whilst advancing expansion plans in Italy and South-East Asia. It manages an extensive network of service stations in Italy and selected European markets, also providing services and non-fuel products to drivers.\n\n \n\n●\n\nPlenitude engages in the activities of retail marketing of gas, power and related services and a large customer base in Italy and in the Rest of Europe. It engages in the renewable energy business (solar photovoltaic and wind facilities both onshore and offshore), which comprises building, commissioning, and managing renewable energy producing installations and wholesale marketing of electricity and managing and expanding a network of charging stations for electric vehicles distributed throughout the European territory, in particular in Italy.\n\n \n\n●\n\nRefining and Chemicals: the Refining business engages in refining crude oil to manufacture fuels and in wholesale marketing activities, which mainly consist of the inter-company supply of refined products to the Group subsidiary Enilive and in sales to large accounts. In the Chemical business Eni, through its wholly owned subsidiary Versalis, engages in the production and marketing of basic chemical products, plastics and elastomers. Versalis is developing the business of manufacturing chemical products from renewable raw materials, bioplastics and bio-based products. Activities are concentrated in Italy and in Europe. The results of operations of the Refining business and the Chemical business have been combined in a single reporting segment because the businesses exhibit similar economic characteristics.\n\n \n\n●\n\nCorporate and Other activities: include the costs of the main business support functions, as well as the results of the Group environmental clean-up and remediation activities performed by the subsidiary Eni Rewind and of the businesses engaged in developing the projects for CO2 capture and storage and/or utilization and agricultural hubs to ensure supply of bio-feedstock to the Group’s biorefineries.\n\nA list of Eni’s subsidiaries is provided in “Item 18 – Note 37 – Other information about investments – of the Notes on Consolidated Financial Statements”.\n\n \n\nStrategy \n\n \n\nThe Company is executing a strategy designed to grow the business and to maximize value creation, leveraging organic opportunities in our asset portfolio and the satellite model, with a view to ensuring competitive shareholders’ returns, while delivering on Eni’s stated long-term goal of reducing the carbon footprint of its products and industrial processes. This strategy aims to address the current issues in the global energy markets of ensuring stable, affordable and increasingly decarbonized supplies to the world economy. Against this backdrop, we intend to continue supplying our customers the energy products they require, while progressing the Company’s transformation to adapt to and to prosper in a low-carbon economy. We plan to monetize the value of our oil&gas businesses and to speed up the growth plans of the new businesses related to the energy transition, where we expect higher growth rates than in traditional activities. Deployment of our “satellite strategy” and dual exploration model will be utilized by the management to anticipate asset monetization and to achieve an optimal risk-reward balance considering scale and reach of our growth plans. This strategy will be underpinned by continued capital discipline to select the best investment opportunities, a drive to reduce costs and improve efficiency and use of proprietary technologies to enhance efficacy of legacy businesses and to reap new opportunities in the transition.\n\nThe strategic guidelines that are driving our plans are:\n\n \n\n19\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n         To actively contribute to the achievement of the 17 UN SDGs, which are reflected in Eni’s mission, particularly the goals of tackling climate change and securing universal access to reliable, affordable, and clean energy.\n\n         To grow the oil&gas business mainly by gradually expanding natural gas production and the proportion of natural gas reserves in our portfolio leveraging recent discoveries and our expertise in floating production of LNG, based on our expectations that natural gas will be the transition fuel to a low-carbon economy. Downstream integration with LNG trading activities is expected to boost profitability by capturing a larger proportion of margins along the gas value chain.\n\n         To accelerate the development of our new businesses related to the transition, managed by our subsidiaries Enilive and Plenitude, leveraging our distinctive satellite model designated to attract aligned capital to make those entities increasingly independent from a financial standpoint and able to pursue their own growth plans. As part of this, in 2025 we completed a couple of landmark deals with private equity funds KKR, which made an investment to acquire a 30% non-controlling interest in the share capital of Enilive; and Ares with a 20% non-controlling investment in Plenitude. Previously another private equity fund completed a two-tranche non-controlling investment in Plenitude by acquiring a 10% interest (of which 3% in 2025 and the other in 2024). Those transactions delivered €6.5 billion proceeds to the parent company of which €5.9 billion in 2025. Eni has retained control of those subsidiaries in 2025. Those funds will help develop the manufacturing capacity of biofuels at Enilive and the renewable capacity of Plenitude. Furthermore, a new transition-related satellite for our business of carbon capture and storage “CCS” has been established in joint venture with equity fund GIP, which acquired a 49.99% interest in the entity, in view of developing and valorizing our ongoing projects in UK, where we are making substantial progress to achieve start-up.\n\n         To upgrade the oil&gas portfolio by creating geographically focused entities in joint venture with local partners which are able to grow independently without making recourse to shareholders financial support, and to distribute shareholders significant dividends streams, as well as by divesting non-strategic properties. In 2025, replicating the previous successes of Azule Energy in Angola, Var Energi in Norway and Ithaca Energy in the UK continental shelf, we signed a binding agreement with Petronas to combine the two shareholders’ gas assets in Indonesia/Malaysia. This business combination is intended to establish an important gas and LNG-focused player in a fast-growing region with an expected long-term production plateau of 500 Kboepd to be achieved by developing the large mineral potential of the combined assets through a self-funded plan. This entity is expected to start operations by mid-2026 and to be accounted under the equity method. Furthermore, in line with our dual exploration model, we divested a 30% interest in our flagship Baleine oilfield under development off Côte d’Ivoire to a third party with net proceeds of €1.1 billion to Eni. A further 10% stake is expected to be divested in 2026 and other transactions are planned to be completed.\n\n         To execute an industrial plan to restructure and transform our loss-making businesses of downstream oil refining and petrochemicals production leveraging our proprietary technologies and selected expenditures to upgrade existing plants to biorefineries or activities linked to the transition and the circular economy and to develop chemicals from bio-feedstock and specialties. In 2025, we made substantial progress in those restructuring plans. The two loss-making cracking plants of Brindisi and Priolo have been definitively shut down, and projects are ongoing to reconvert those hubs to the manufacturing of low-carbon products and renewable solutions. Construction works are ongoing at the refining hub of Livorno to upgrade the plant into a biorefinery, and a similar project is underway at Sannazzaro.\n\n         To maximize the benefits of integration of the portfolio along the entire energy value chain.\n\n         To retain financial discipline by selecting investment opportunities that fit with our strict return criteria and by executing a divestment plan to balance growth expenditures and to maintain solid financial metrics.\n\n         To ensure competitive and progressive returns to shareholders by gradually increasing the dividend and by retaining share repurchases as a flexible tool to distribute growing amount of cash in case of upside in the underlying business performance or in the scenario.\n\n         To leverage our proprietary technologies to underpin the development of new businesses or the restructuring of businesses still tied to the oil cycle.\n\nOur financial plans for the next five-year period 2026-2030 provide execution of this strategy with the support of a gross capital expenditures program of around €29 billion, and the continuing valorization of our asset portfolio through divestments and equity transactions to balance the cash requirements of the growth plan and to maintain a solid financial structure and to ensure competitive returns to our shareholders, under assumptions of an average Brent price of around 70 $/bbl in the five-year period (in real terms 2025). Our future performance will be driven by: profitable production growth in E&P, continued margin optimizations at our GGP business (by leveraging integration with upstream equity LNG projects), steady and growing results of our businesses focused on the transition through expansion of biofuels manufacturing capacity and renewable generation capacity, and finally a gradual recovery of profitability at our oil downstream and chemicals businesses (see Item 5 in the looking forward section).\n\nWe plan to remain financially disciplined and to retain a solid balance sheet and indebtedness ratio, measured as ratio of net debt to equity plus net debt (in both cases excluding IFRS 15 liabilities) which is projected to remain in a range of 0.1-0.15 in the next five-year plan (see Item 5 in the looking forward section).\n\n \n\n20\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nTCFD disclosures on carbon neutrality by 2050\n\nWith a view of achieving a significant reduction in its carbon footprint in line with societal demands for cleaner energy products, Eni is implementing an industrial transformation to gradually reduce the carbon intensity of its products and industrial processes in the long-term. To ensure transparency to its stakeholders, Eni has long been committed to promoting comprehensive and effective climate change disclosure. Eni confirms its commitment to the recommendations of the Financial Stability Board's Task Force on Climate-Related Financial Disclosure (TCFD), which it has adopted since 2017, the first applicable reporting year. Therefore, this disclosure is structured according to the four thematic areas outlined by the TCFD: Governance, Risk Management, Strategy, Metrics, and Targets; presented below. For further discussion, see \"Eni for - A Just Transition\" and Eni's response to the CDP Climate Change 2023 questionnaire.\n\nIn addition, Eni is undergoing a monitoring exercise on the development of soft and hard law regulations related to climate risk, aimed at assessing its tools' resilience and possible adaptation (with particular attention to the recently updated (June 2023) OECD Guidelines, the CSRD and ESRS, and the CS3D proposal). This exercise may lead to integrating new tools for corporate climate disclosure.\n\nClimate change-related risk management\n\nSocietal demand for action on climate change increased after the 2018 Intergovernmental Panel on Climate Change (IPCC) Special Report, which established the more ambitious 1.5°C goal of the Paris Agreement as the default target.  While recent geopolitical and economic disruptions have reduced momentum for climate initiatives and energy transition, mid- to long-term risks remain. Ongoing governmental actions, along with pressure from civil society and the financial sector, continue to drive the need to maintain our decarbonization plans.\n\nThe energy transition and stricter greenhouse gas (GHG) regulations could pose risks to the Group’s financial performance and business prospects, as the Company still relies substantially on its legacy Exploration & Production business. The potential impact and likelihood of exposure for Eni could vary across different time horizons, depending on specific risk components.\n\nIdentifying and assessing climate-related risks is part of Eni’s Integrated Risk Management Model, which ensures decisions consider risks in a comprehensive and forward-looking perspective. The process guarantees the detection, consolidation, and analysis of risks. It also helps the BoD verify that the risk profile aligns with medium to long term strategic objectives by monitoring risk evolution and identifying de-risking actions. Risks, including those related to climate change, are assessed considering both their probability of occurrence and their quantitative or qualitative impacts on Eni's objectives within a defined time horizon. Risks are represented in probability and impact matrices to facilitate comparison and prioritization.\n\nClimate change-related risks are analyzed, assessed, and managed by considering both energy transition risks (regulatory, legal, market, technological, and reputational) and physical risks (acute and chronic). This analysis follows an integrated, transversal approach that involves all relevant functions and business lines. Furthermore, Eni considers the risks related to implementing strategic actions to mitigate climate change.\n\nGovernment energy transition policies significantly influence Eni’s operating context. These policies define how countries fulfill their Paris Agreement commitments, particularly in light of the COP28 Global Stocktake, which explicitly references the need to \"transition away from fossil fuels.\" Commitments to carbon neutrality and changes in consumer preferences could lead to a structural decline in hydrocarbon demand in the medium to long term and higher operating costs for the oil & gas sector.\n\nUncertainties surrounding demand trends and the economic feasibility of decarbonization technologies increase the risk of long-term investment decisions. In addition, increasing polarization in the climate change debate and heightened stakeholder scrutiny could lead to restricted access to capital and challenge companies’ \"license to operate\". In response to these emerging trends, Eni is implementing a repositioning strategy to diversify its portfolio, growing its share on renewable energy, biofuels, sustainable chemicals, and the development of emission capture/abatement technologies and lower-carbon energy carriers. A description of the main climate-related risks is presented below.\n\na) Regulatory risk: increasing worldwide efforts to tackle climate change may lead to adopting stricter regulations to curb carbon emissions, which could increase short-term expenditures and potentially reduce demand for our products over medium to long term.\n\nAt the global level, countries' decarbonization commitments may prompt new carbon pricing mechanisms and minimum market shares for renewable or lower-carbon fuels in the medium to long term. In Europe, Eni is subject to the EU Emission Trading Scheme (EU ETS) and the UK Emission Trading Scheme (UK ETS), covering about half of its direct GHG emissions. Under these mechanisms, the company must purchase allowances for emissions above its free allocations. In the non-EU area, several developing economies have announced plans to implement carbon pricing, though initial CO2 prices are expected to be low and have little impact on Eni's activities. In addition, potential measures to reduce hydrocarbon consumption or restrict mining could limit Eni’s traditional business growth, accelerating the need for portfolio diversification.\n\n \n\n21\n\n[Table of Contents](#TOC_TableofContent)\n\n      \n\nb) Market/Technological risk: in the long term, major investments in renewable energies supported by government policies, along with rising electric vehicle adoption and the development of green hydrogen and other low-carbon technologies, may materially reduce hydrocarbon demand.\n\nCurrently, the market faces high uncertainty due to geopolitical tensions, uneven decarbonization policies (geographically), and fluctuating supply and demand. This scenario accentuates the complexity of investment decisions and decreases the predictability of the energy transition. Additionally, technological innovation plays a crucial role in the transition plans of Oil & Gas companies. In the medium to long term, several low-carbon technologies, such as advancements in electric mobility, renewable energy storage, and novel energy carriers, may reach commercial use. Eni is developing new technologies and energy carriers to transform its portfolio, including carbon capture and storage, hydrogen production/transport, and magnetic confinement fusion. Failure to anticipate shifts in supply and demand trends or in fundamental technologies for the energy transition could significantly affect growth prospects, operating results, cash flow, and shareholder returns.\n\nc) Legal risk: Oil & Gas companies face lawsuits in various jurisdictions over alleged human rights and environmental violations; such legal actions, if filed against us, could lead to financial penalties, reputational harm, or operational restrictions.\n\nSeveral public and private entities have initiated legal proceedings against major Oil & Gas companies, alleging liability for climate change damages, human rights violations, and other unlawful practices. Some institutional investors and civil society members have obtained judgments condemning oil companies for failing to adopt faster decarbonization plans (although appeals are still pending). Others have held Boards accountable for climate strategy or have promoted shareholder resolutions interfering with corporate plans. These actions demonstrate that some institutions and stakeholders are directly challenging oil companies’ “licenses to operate”, perceiving them as slow or reluctant to adapt their business models and capital allocation to a decarbonized scenario. This landscape increases the risk of new litigation.\n\nd) Reputational risk: financial market participants may view Oil & Gas companies as poor environmental investments, thereby reducing the attractiveness of their securities or limiting their access to capital markets. Activist investors have been seeking to interfere in company plans and strategies through shareholder resolutions.\n\nIn the context of increasing climate change polarization, various segments of civil society (environmental movements, NGOs, younger generations), governmental institutions, and other stakeholders often hold Oil & Gas companies responsible. This debate pressures oil company boards to accelerate transition strategies and pushes the financial sector (asset managers, banks, and insurers) to align portfolios with \"Net Zero\" targets. Some large European banks and financial institutions have also announced they will stop financing new Oil & Gas projects. A scenario in which a larger share of the financial world disengages from hydrocarbons could make it more difficult to access capital markets, resulting in increased pressure on Oil & Gas companies' stock prices, higher financing costs, and greater equity risk.\n\ne) Physical risk: extreme weather phenomena, allegedly caused by climate change, may disrupt our operations.\n\nStudies in the scientific community attribute the increased frequency of acute and chronic weather and climate events, such as hurricanes, floods, droughts, desertification, rising ocean levels, and melting glaciers, to climate change. These extreme weather events could have a significant economic and community impact. For companies, they may cause prolonged disruptions to industrial operations and damage to facilities and infrastructure, leading to losses in productivity and cash flow, higher repair and maintenance costs, and supply chain interruptions.\n\nEni has adopted a structured risk management process to identify and analyze assets exposed to potential changes in natural events (acute and chronic) over the medium to long term, which may impact asset operability and safety. This process considers different climate scenarios, consistent with varying emission projections and time horizons of short (5/10 years), medium (10/20 years), and long-term (20/30 years). We assess the inherent risk of assets, defined as the exposure to specific natural events based solely on location and climate evolution, and the residual risk, which is the exposure after considering existing or planned mitigation measures. Assets still at risk after mitigation actions are further analyzed as part of the Asset Integrity process.\n\n \n\n22\n\n[Table of Contents](#TOC_TableofContent)\n\n  \n\nGovernance of climate-related risk\n\nRole of the BoD. Eni's decarbonization strategy is a key component of its overall business strategy, implemented through a structured Corporate Governance system, where the BoD and the CEO play central roles in addressing climate change issues. Specifically, the BoD reviews and approves the Strategic Plan proposed by the CEO, which sets strategies and targets, including those related to climate change and energy transition. Since 2019, the BoD has also reviewed and approved Eni’s medium/long-term plan, which outlines and monitors progress on decarbonization targets and their economic and business sustainability through to 2050.\n\nMoreover, the BoD assesses Eni's economic and financial exposure to carbon pricing risk before approving individual investments and monitors the project portfolio every six months. Annually, the BoD reviews the impairment test results for major Cash Generating Units, based on the International Energy Agency (IEA) Net Zero Emissions (NZE) scenario. The Board also receives quarterly updates on the assessment and monitoring of Eni’s top risks, including climate change.\n\nSince 2014, the Eni BoD has been supported by the Sustainability and Scenarios Committee (SSC). This committee was established on a voluntary basis and assists the BoD in performing its duties. The SSC periodically examines the integration of strategy, development scenarios, and the medium/ long-term sustainability of the business, with a focus on energy transition and climate change.\n\nRole of management. In 2024, the Company reorganized its business activities into three structures to maximize operational effectiveness and accelerate the implementation of the carbon neutrality strategy: (i) “Chief Transition & Financial Officer” aimed at maximizing the value of transition-related businesses; (ii) “Global Natural Resources”, tasked with optimizing margins across the entire oil & gas value chain, including power and trading. (iii) Industrial Transformation, focused on accelerating the conversion of downstream oil and the restructuring of the chemicals sector.\n\nThe strategic commitment to reducing carbon footprint is reflected in the Variable Incentive Plans for the CEO, General Managers, Managers with strategic responsibilities, and other Executive Managers. In particular, the Long-Term Stock-based Incentive Plan includes environmental sustainability and energy transition targets, accounting for a total weight of 35%, related to “Net GHG emissions upstream (scope 1 and 2)” (20%) and Biojet fuel production capacity (15%). The Short-Term Incentive Plan is also aligned with Eni's strategic transformation objectives, including an environmental sustainability target focused on “Net GHG emissions upstream (scope 1 and 2),” which is consistent with the Long-Term Incentive Plan. For the CEO, this objective carries an overall weight of 20%, while for the Company management, the weight is allocated based on the assigned responsibilities.\n\nAn equally important aspect of the transition journey is the dialogue with policymakers. Eni actively engages both directly and indirectly through industry associations, drawing on its expertise as an international energy company. The company contributes to defining strategies and regulations, always respecting roles and responsibilities, to promote the path toward Carbon Neutrality.\n\n \n\nDecarbonization strategy\n\nTo address risks from the energy transition, the Company has developed a strategy to stay competitive and profitable in a low-carbon economy. Our medium- and long-term plans aim to drive a gradual reduction in greenhouse gas (GHG) emissions, in line with Eni’s Net Zero by 2050 objective, introduced five years ago. Starting with the 2025 reporting cycle, and in response to regulatory changes and evolving standards, Eni will recalibrate its decarbonization plan and targets to ensure sector-wide alignment and comparability. The updated approach has the following boundaries and targets:\n\n         For Scopes 1 and 2 emissions, a financial-control boundary is used, replacing the previous equity-based approach. Net Zero targets are confirmed for Upstream by 2030, and for Eni overall for 2035. The 2025 intermediate Scope 1 and 2 Upstream target of a 65% reduction from 2018 has already been met.\n\n         For Scopes 1, 2, and 3, Scope 3 is now included in accordance with the GHG Protocol, replacing the previous Lifecycle methodology. The target is expressed only in terms of emission intensity to highlight energy portfolio diversification. The Net-Zero intensity target is confirmed for 2050, with 15% and 50% reductions from 2018 levels by 2030 and 2040, respectively.\n\n \n\nThe Company plans to utilize carbon credits certified under internationally recognized voluntary market standards, such as the Verified Carbon Standard (VCS) by Verra or the Gold Standard (GS), to offset residual emissions. To achieve the Net-Zero intensity target by 2050, Eni intends to use carbon credits after reducing its GHG emissions by 90-95%. Currently, carbon credits are generated from initiatives that reduce CO2 emissions that would potentially be released into the atmosphere (i.e., Natural Climate Solutions that promote forest conservation and sustainable land management, as well as technological solutions such as clean cooking systems).  Eni’s strategy envisages a progressive increase in the share of credits generated from so-called Carbon Dioxide Removal (CDR) projects. These projects include NCS or technological solutions that remove CO₂ directly from the atmosphere (i.e., agroforestry, ecosystem restoration, direct air capture, bioenergy with carbon capture and storage).\n\n \n\nOur plans to achieve Net-Zero intensity by 2050 will leverage a range of industrial and technological solutions, aligned with market trends and societal energy needs. We remain committed to providing our customers with secure and affordable energy.\n\n \n\n23\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nSignificant effort has been made in recent years to upgrade our business portfolio to align it with our long-term goals, including:\n\n \n\n         Rebalancing our upstream portfolio towards the gas component, thanks to recent business combinations (e.g., Neptune Energy), asset divestments (Alaska, Nigeria, and Congo), and capital projects (e.g., the FLNG project in Congo, the planned development of gas reserves in Indonesia, Cyprus, Mozambique, and Libya). Through these actions, we aim to reach 60% gas production (including condensates) by 2030 and exceed 90% after 2040. We are initiating projects engineered for Net Zero scopes 1 and 2 emissions from the start (like the Argo-Cassiopea project in Italy and the Baleine oil project offshore Côte d’Ivoire), to drive achievement of our E&P goal by 2030;\n\n         Expanding our biofuel manufacturing capacity by upgrading and reconverting the Livorno refinery and enhancing the Venice refinery in Italy, as well as by building two biorefineries in East Asia through joint ventures with local operators in South Korea and Malaysia. Earlier this year we confirmed the FID of a biorefining line at our Sannazzaro  conventional refinery and we announced the partnership with Q8 to develop a new biorefinery in Priolo. Our goal is to reach an organic refining capacity of more than 5 million tons by 2030, with an intermediate target of more than 3 million tons by 2028;\n\n         Reaching, through Plenitude, 5.8 GW of installed  renewable capacity, with the goal of installing more than 15 GW by 2030, eventually rising to 60 GW by 2050. This growth supports the plan to expand the customer base to around 20 million by 2050;\n\n         Becoming, with Plenitude’s Be Charge, a leading provider of charging services for electric vehicles in Italy and Europe.  The goal is to install 40,000 charging points by 2030, then about 160,000 by 2050;\n\n         Increasing electricity production from new energy carriers (e.g., power with CCS) and nuclear fusion. Eni is collaborating with partners to develop magnetic fusion technology, aiming for the first operational plant by the early 2030s;\n\n         Acquiring leadership positions in the UK, Italy, and other regions to develop CO2 storage hubs for hard-to-abate emissions.\n\n \n\nEni is steadily increasing investments in new energy products and services to support the shift toward a decarbonized product portfolio. We expect to gradually reduce the share of spending allocated to Oil & Gas activities, as we align major investment projects with emission reduction targets and phase out investments in highly emissive “unabated” activities or products. Approximately 30% of total expenditures will be allocated to lower carbon activities in the Group’s 2026-2030 financial plan. This evolution is crucial for achieving carbon neutrality by mid-century.\n\nSensitivity of Oil & Gas asset book values to stress-test scenarios\n\nOur oil and gas portfolio features a large share of natural gas, the fossil energy source with the lowest GHG emissions. As of December 31, 2025, natural gas proved reserves represented approximately 52% of Eni’s total proved reserves, including its subsidiary and joint ventures. Other conventional projects in our oil and gas portfolio mitigate the risk of stranded assets, with low CO2 intensity and low Brent breakeven price.\n\nThe low breakeven price of our reserves results from our exploration and development model, which includes: i) an organic reserve replacement through effective exploration, focusing on near-field and proven/mature plays, leveraging existing infrastructures to quickly bring new reserves into production, and reducing development expenses and time-to-market; ii) a focus on low-complexity developments; and iii) a phased approach to production, starting up early  and ramping up to reduce  financial exposure  and accelerate time-to-market and payback. These drivers have gradually reduced our breakeven price and improved resilience to low-carbon scenarios. Going forward, the emission profiles of our assets are expected to mitigate the risk of stranded reserves. Stranded asset risk may emerge if hydrocarbon demand declines structurally due to the transition risks described in previous paragraphs.\n\nEni reviews its portfolio exposure to these risks annually, considering changes in GHG regulatory regimes, consumer preferences, technological developments, and physical conditions to identify emerging risks. As part of this review, management stress-tested the recoverability of the book values for the Company’s oil & gas assets in the 2025 financial statements. This test uses the IEA Net Zero (NZE) scenario and other lowered price assumptions and excludes management’s actions, such as capex rescheduling, cost reductions or curtailments, or other adaptation measures. Since the IEA NZE scenario lacks short-term pricing assumptions, we utilized crude oil pricing and other assumptions from our 2026-2030 industrial plan and interpolated up to 2035, the first available IEA pricing year.\n\nThe purpose of these stress tests is to evaluate the reasonableness of the asset impairment review regularly performed by management, which uses its own oil pricing, costs, and other assumptions and considers proved reserves and some unproven reserves as the “base case”. The stress tests covered all oil & gas cash generating units (CGUs) regularly tested for impairment in accordance with IAS 36. These tests also address the risk of stranded assets that could emerge if transition pathways outpace management forecasts. Under the IEA NZE scenario, the tests showed a value loss and potential asset write-downs, but management deemed these impacts immaterial, confirming  Eni’s asset resilience. The stress tests updated pricing and CO2 cost assumptions in management’s cash flow projections, while other factors, such as cost levels, volumes, and discount rates, were unchanged. Sensitivity testing applied alternative commodity price scenarios for each asset over its lifecycle to evaluate impacts more broadly.\n\n \n\nThe stress-tests results are disclosed in “Item 18 - Note No.15 to the Consolidated Financial Statements”.\n\n \n\n24\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nKey performance indicators\n\n \n\nClimate and HSE\n\n \n\n \n\n \n\n2025\n\n2024\n\nCLIMATE\n\n \n\n \n\n \n\nNet Scope 1+2 Upstream (a)\n\n(million tonnes CO2eq)\n\n4.7\n\n6.8\n\nNet Scope 1+2 Eni (a)\n\n \n\n21.4\n\n23.8\n\nIntensity Net Scope 1+2+3 (b)\n\n(gCO2eq./MJ)\n\n59.0\n\n59.2\n\nDirect GHG emissions (Scope 1) (c)\n\n(million tonnes CO2eq)\n\n18.6\n\n21.2\n\nIndirect GHG emissions (Scope 2) (c)\n\n \n\n0.5\n\n0.6\n\nDirect methane emissions (Scope 1) (c)\n\n(ktonnes CH4)\n\n14.8\n\n16.0\n\n \n\n \n\n \n\n \n\n(a) KPIs calculated on a consolidated basis. The 2024 data are reported accordingly.\n\n(b) KPI includes Scope 1+2 emissions (consolidated scope) and Scope 3 emissions from the use of products sold (Cat.11), estimated on the basis of Eni's equity share of upstream production. The 2024 data are reported accordingly.\n\n(c) KPIs refer to 100% of the operated assets, consolidated and unconsolidated, with reference to the operatorship criteria expressed in the standards of the Sustainability Statement.\n\n \n\n \n\n \n\n \n\n \n\n \n\n2025\n\n2024\n\nHEALTH, SAFETY AND ENVIRONMENT (a)\n\n \n\n \n\n \n\nTotal Recordable Injury Rate (TRIR)\n\n(total recordable injuries/worked hours) x 1,000,000\n\n0.55\n\n0.70\n\nemployees\n\n \n\n0.60\n\n0.73\n\ncontractors\n\n \n\n0.51\n\n0.68\n\nTotal volume of oil spills (> 1 barrel)\n\n(barrels)\n\n217\n\n2,815\n\nof which:      due to sabotage\n\n \n\n0\n\n2,140\n\noperational\n\n \n\n217\n\n675\n\nFresh water withdrawals\n\n(mmcm)\n\n114\n\n127\n\nRe-injected produced water\n\n(%)\n\n56\n\n51\n\n \n\n \n\n \n\n \n\n(a) KPIs refer to 100% of the operated assets, consolidated and unconsolidated.\n\n \n\nSignificant business and portfolio developments\n\n \n\n \n\n●\n\nMarch 2026 - Eni initiated a reorganization of the shareholding structure of its subsidiary Plenitude, involving  noncontrolling shareholders Ares Alternative Credit (affiliates of Ares Management Corporation) and Energy Infrastructure Partners, with the aim to establish a new governance framework based on joint control between Eni and Ares, which upon completion will result in the derecognition of Plenitude from Eni's consolidated financial statements. The transaction is subject to the approval of the competent authorities.\n\n \n\n●\n\nMarch 2026 - Exploration activities yielded positive results in the Bahr Essalam South 2 (BESS 2) and Bahr Essalam South 3 (BESS 3) offshore discoveries, in Libya. Their proximity to the Bahr Essalam field will ensure a fast-track development through tie-back to existing production facilities.\n\n \n\n●\n\nMarch 2026 - Eni announced the start of gas delivery from the Quiluma field, offshore Angola.\n\n \n\n●\n\nMarch 2026 - Eni achieved the Final Investment Decisions (FIDs) for the Gendalo and Gandang gas project (South Hub) and for the Geng North and Gehem fields (North Hub) in Indonesia, only 18 months after the approval of the Projects of Development (PODs) in 2024.\n\n \n\n●\n\nFebruary 2026 – Final investment decision (FID) has been approved for Eni's plan to convert certain units of the Sannazzaro de’ Burgondi refinery (Pavia, Lombardy) into a biorefinery. The new biorefinery will introduce additional biofuel production from renewable raw materials, further diversifying the range of products available to the market.\n\n \n\n●\n\nFebruary 2026 - Eni announced the start-up of the Ndungu full-field, part of the Agogo Integrated West Hub Project (IWH), in the western area of Block 15/06, offshore Angola.\n\n \n\n●\n\nFebruary 2026 - Eni announced a discovery within the Calao channel complex with Murene South-1X well in Block CI-501, offshore Côte d'Ivoire.\n\n \n\n25\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n●\n\nFebruary 2026 - Eni, YPF and XRG signed a binding Joint Development Agreement (JDA) to advance Argentina LNG.\n\n \n\n●\n\nFebruary 2026 - Eni was awarded the O1 offshore exploration license in Libya through a consortium with other partners. Eni will operate the concession.\n\n \n\n●\n\nJanuary 2026 – Eni announced with Q8 Italy a strategic investment in the ongoing project for the construction of a new biorefinery in Priolo, Sicily. The transformation plan for the Versalis site in Priolo received formal approval from Eni and Kuwait Petroleum Corporation Board of Directors, which follows the official binding offer submitted by Q8. The project has completed the engineering phase.\n\n \n\n●\n\nJanuary 2026 – Plenitude signed a four-year PPA (Power Purchase Agreement) with Zanasi Group, Official Ferrari Service and historic company specialized in coachwork, mechanics, painting and restoration of luxury cars, for the supply of 4.38 GWh/year of energy from renewables.\n\n \n\n●\n\nJanuary 2026 - Eni signed a binding agreement with Socar, the State Oil Company of the Republic of Azerbaijan, for the sale of a 10% stake in the Baleine Project in Côte d’Ivoire.\n\n \n\n●\n\nJanuary 2026 – Eni and its partners, China National Petroleum Corporation (CNPC), ENH, Kogas and XRG announced the hull launch of the Coral North FLNG that will be the second floating LNG facility to be deployed in the Rovuma Basin waters, north of Mozambique, and will bring to production the gas from the northern part of Coral gas reservoir.\n\n \n\n●\n\nJanuary 2026 – Eni transferred the Refining Evolution & Transformation business unit to the new company Eni Industrial Evolution S.p.A., which will aim to ensure the management of traditional assets and to consolidate the path of industrial transformation.\n\n \n\n●\n\nDecember 2025 – Versalis signed with Prysmian a strategic partnership to give new life to plastic cable scrap, through an innovative chemical recycling process, developing a dedicated supply chain.\n\n \n\n●\n\nDecember 2025 - Eni and Global Infrastructure Partners (GIP) announced the closing of the sale of a 49.99% stake in Eni CCUS Holding.\n\n \n\n●\n\nDecember 2025 - Plenitude inaugurated the Caparacena solar project in Chimeneas, Granada. The project covers 264 hectares and includes three photovoltaic parks of 50 MW each. The complex has a total installed capacity of 150 MWp.\n\n \n\n●\n\nDecember 2025 - Eni announced a significant gas discovery in Indonesia, in the Konta-1 exploration well, drilled in the Muara Bakau PSC, in the Kutei Basin, offshore East Kalimantan.\n\n \n\n●\n\nDecember 2025 - Eni entered into a long-term LNG sale agreement with Thailand’s Gulf Development Company to supply 0.8 MTPA of LNG for 10 years to Gulf, one of Thailand's largest private power producers. The LNG will be delivered at regasification terminals located in the country starting from 2027. This contract follows a 2-year deal signed by the two corporations in 2024. The agreement represents Eni’s first long term LNG supply to Thailand.\n\n \n\n●\n\nDecember 2025 - Plenitude signed with Acea S.p.A. a binding agreement for the acquisition of a 100% equity stake in Acea Energia, a company fully owned by the Acea Group that operates in the energy retail market. The transaction also includes a 50% share in the capital of Umbria Energy S.p.A. The finalization of the transaction is conditional, upon authorization by the relevant Antitrust authorities.\n\n \n\n●\n\nDecember 2025 - Eni signed a long-term LNG sale agreement with Turkish company Botas. This contract follows a 3-year deal signed by the two corporations in September 2025.\n\n \n\n●\n\nDecember 2025 – Eni launched the Phase 2 of the Congo LNG project ahead of schedule.\n\n \n\n●\n\nNovember 2025 - Eni, through its satellite company Azule Energy, inaugurated the NGC Gas Treatment Plant in Soyo, northern Angola.\n\n \n\n●\n\nNovember 2025 – Plenitude started the construction of the \"Tarsia Ovest\" wind farm, located in the province of Cosenza, with a total capacity of about 13 MW.\n\n \n\n●\n\nNovember 2025 - Eni signed an agreement to acquire from YPF a 50% stake in the OFF-5 block, offshore Uruguay, with an operator role. The completion of the agreement is subject to the approval of the Uruguayan authorities.\n\n \n\n●\n\nNovember 2025 - Eni inaugurated the photovoltaic plant installed at the “Lycée de Tataouine” in southern Tunisia. The event marked the completion of the company’s program to install solar panels in public schools across the Tataouine region, involving 14 primary and secondary institutions.\n\n \n\n \n\n \n\n26\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n●\n\nNovember 2025 - Eni, through its subsidiary Nigeria Agip Exploration Limited (NAE), announced the acquisition from TotalEnergies EP Nigeria Limited of an additional 2.5% stake in the Production Sharing Contract (PSC) OML 118.\n\n \n\n●\n\nNovember 2025 - Five agritech startups were awarded at the conclusion of the third edition of the Kenya Agribusiness Entrepreneurship Program (KAEP), the entrepreneurial development initiative promoted by Eni Natural Energies (ENE) Kenya and Joule, Eni’s business school, in collaboration with the E4Impact foundation. These five projects were selected for their potential in terms of scalability and impact and received a financial award of €10,000.\n\n \n\n●\n\nNovember 2025 - Plenitude signed an agreement to acquire from Neoen, a leading renewable energy company, a portfolio of 52 operating assets, including 37 photovoltaic plants, 14 wind farms, and one operating battery storage facility, located throughout France. The completion of the agreement is subject to the approval of the competent authorities.\n\n \n\n●\n\nNovember 2025 - Eni celebrated thirty years of listing on the New York Stock Exchange.\n\n \n\n●\n\nNovember 2025 - Construction of the new biorefinery of Petronas, Enilive and Euglena in Pengerang, Johor, Malaysia has begun.\n\n \n\n●\n\nNovember 2025 - Plenitude and Avis, the Association of Italian Blood Volunteers ODV, announced the signing of a framework agreement aimed at the possible development of joint initiatives for the energy efficiency of Avis offices throughout the country.\n\n \n\n●\n\nNovember 2025 - Plenitude completed the sale of a 20% stake in the share capital of Plenitude S.p.A. to the Ares Alternative Credit funds, affiliated with Ares Management Corporation (NYSE: ARES). The stake corresponds to a value of €2 billion, based on an equity value of the company of €10 billion, and an enterprise value of over €12 billion. The transaction has been approved by the relevant authorities.\n\n \n\n●\n\nNovember 2025 - Eni and YPF, Argentina's leading energy company, have signed a non-binding agreement with XRG, a company part of the ADNOC group, relating to the UAE's possible participation in the 12 MTPA liquefied natural gas (LNG) phase of the Argentina LNG (ARGLNG) upstream-midstream integrated project.\n\n \n\n●\n\nNovember 2025 - Eni signed an Investment Agreement with Petronas to establish a new joint venture satellite company, NewCo, through the integration of their respective Upstream assets in Indonesia and Malaysia. The agreement creates a new entity that will manage 19 assets, of which 14 in Indonesia and 5 in Malaysia.\n\n \n\n●\n\nOctober 2025 - Eni has been recognized for its commitment to reporting emissions, which have been rated \"Gold Standard\" for the highest levels of data quality by the Oil and Gas Methane Partnership 2.0 (OGMP 2.0).\n\n \n\n●\n\nOctober 2025 - Eni and the Bioenergy Association for Sustainable Development signed a cooperation agreement for the preparation of a feasibility study aimed at the construction of biogas production units based on the treatment of animal and agricultural waste.\n\n \n\n●\n\nOctober 2025 - Plenitude and Coesa, an Italian Energy Service Company (ESCo), signed an agreement to offer companies a service that involves the design and installation of photovoltaic systems to be included in the national WeCER Renewable Energy Community, developed by Coesa.\n\n \n\n●\n\nOctober 2025 - Eni and the Argentina YPF signed the Final Technical Project Description (FTPD), a step towards the Final Investment Decision for the 12 MTPA integrated upstream-midstream Argentina LNG (ARGLNG) project intended to monetize the gas reserves of the Vaca Muerta basin.\n\n \n\n●\n\nOctober 2025 – Started the authorization process for the transformation of the Priolo site. The proposed project includes a new biorefinery and a chemical recycling plant for plastics based on Versalis’ proprietary Hoop® technology. The new biorefinery will have a production capacity of 500 ktonnes/year. In addition to the Ecofining™ plant, the project includes a biogenic feedstock pre-treatment unit and a plant to produce hydrogen. Completion is scheduled by the end of 2028. The Versalis Hoop® plant will have a processing capacity of 40 ktonnes/year.\n\n \n\n27\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n●\n\nOctober 2025 - Eni and its partners CNPC, ENH, Kogas, and XRG reached the Final Investment Decision to develop the Coral North FLNG project which will put in production the gas volumes from the northern part of Area 4 Coral gas reservoir, in the Rovuma basin, through a floating LNG facility with 3.6 MTPA production capacity.\n\n \n\n●\n\nOctober 2025 - Eni signed a new exploration contract in Côte d'Ivoire for the CI-707 offshore block, geologically continuous with the nearby CI-205 block, where Eni announced the discovery of Calao in March 2024. This proximity offers an opportunity for future synergistic developments.\n\n \n\n●\n\nOctober 2025 - Plenitude signed with A.N.FI.R (Associazione Nazionale delle Finanziarie Regionali) a Framework Agreement for the construction of plants for renewable energy production.\n\n \n\n●\n\nSeptember 2025 - Versalis signed an agreement with Veritas, an Italian multi-utility, to promote the circular economy, mainly focusing on developing joint initiatives to valorize post-consumer and post-industrial plastics.\n\n \n\n●\n\nSeptember 2025 - GreenIT, the Italian joint venture between Plenitude and CDP Equity (CDP Group), obtained a funding of €370 mln for renewable energy projects, by the European Investment Bank and leading European financial institutions.\n\n \n\n●\n\nSeptember 2025 - Eni and its Offshore Cape Three Points (OCTP) project partners, Vitol and the Ghana National Petroleum Corporation (GNPC), signed a Memorandum of Intent with the Government of Ghana, finalized to the country’s oil and gas production increase and new sustainable initiatives. The collaboration focuses also on the evaluation of exploration activities and the new potential development of the Eban-Akoma field in the Cape Three Points Block 4.\n\n \n\n●\n\nSeptember 2025 - Eni signed with Commonwealth Fusion Systems (CFS) a power offtake agreement worth more than $1 bln, expanding a longstanding strategic partnership between the companies to bring to industrial scale the magnetic fusion to produce power.\n\n \n\n●\n\nSeptember 2025 - Eni started the authorization process to convert selected units at the Sannazzaro de’ Burgondi (Pavia) refinery into a biorefinery. The project is intended to convert the existing Hydrocracker (HDC2) unit, using Ecofining™ technology and constructing a pre-treatment unit for waste and residues, used by Enilive to produce HVO biofuels.\n\n \n\n●\n\nSeptember 2025 - Eni Storage Systems, a joint venture between Eni and Fib, a Seri Industrial subsidiary, started operations to build a plant for the production of stationary lithium batteries as part of the reconversion plan of the Brindisi petrochemicals hub which has undergone shutdown.\n\n \n\n●\n\nSeptember 2025 - Eni finalized the sale of a 30% stake in the Baleine project in Côte d’Ivoire, to Vitol. The Baleine project is the country’s main offshore development and is owned by Eni (47.25%), Vitol (30%) and Petroci (22.75%). The transaction is in line with Eni's strategy of optimizing its upstream portfolio by accelerating the monetization of exploration discoveries through the divestment of equity stakes.\n\n \n\n●\n\nSeptember 2025 - Plenitude started operations at the 50 MW Solar Power Plant in Kazakhstan. The plant is a part of an innovative project led by Eni and KazMunayGas (KMG), the first large-scale of its kind, for the realization of a 247 MW Hybrid Power Plant which integrates solar, wind and gas power generation.\n\n \n\n●\n\nSeptember 2025 - Eni signed a three-year deal with Botas for the sale of total 1.5 bcm of LNG to Turkey.\n\n \n\n●\n\nAugust 2025 - production started at the Agogo Integrated West Hub project, operated by the JV Azule Energy in block 15/06, offshore Angola. Agogo IWH involves the development of two fields, Agogo and Ndungu.\n\n \n\n●\n\nAugust 2025 - LG-Eni BioRefining, the LG Chem and Enilive joint venture, started construction works for the South Korea’s first hydrotreated vegetable oil (HVO) and Sustainable Aviation Fuel (SAF) production plant in Seoul. The plant is scheduled for completion in 2027.\n\n \n\n●\n\nAugust 2025 - Eni signed a Sale and Purchase Agreement (SPA) with Global Infrastructure Partners, a leading global infrastructure investor, affiliate of the BlackRock fund, relating to a stake of 49.99% in Eni CCUS Holding, which is expected to establish joint control of the counterparties over the post-close entity. The Eni’s subsidiary operates the Liverpool Bay and Bacton CCS projects in the UK, is committed to the L10-CCS project in the Netherlands and owns a pre-emptive right to acquire a 50% stake held by Eni in the Ravenna CCS project in Italy. Furthermore, it has access to several options within a broader platform of ongoing CCUS initiatives in the medium to long-term.\n\n \n\n●\n\nAugust 2025 - The Nguya floating liquefied natural gas (FLNG) unit sailed away, and it is set to significantly boost LNG production as part of Phase 2 of the Congo LNG project in the Marine XII concession, offshore the Republic of Congo.\n\n \n\n●\n\nJuly 2025 - Plenitude started the construction of Entrenúcleos, a new 200 MW photovoltaic project located in the province of Seville (Andalusia).\n\n \n\n●\n\nJuly 2025 - Eni signed a new hydrocarbons contract with its partner Sonatrach for the exploration and development of the Zemoul El Kbar area. The contract, with a duration of 30 years, also includes neighboring assets previously under separate contracts. This new agreement follows the recent award, in the context of 2024 Algeria Bid Round, of the Reggane II block to Eni in partnership with PTTEP.\n\n \n\n●\n\nJuly 2025 - As part of the strategic partnership between Italy and the United Arab Emirates, Eni signed with Khazna Data Centers a memorandum to set up a Joint Venture for the development of an “AI Data Center Campus” with a total IT capacity of 500 MW at Eni’s hub of Ferrera Erbognone.\n\n \n\n28\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n●\n\nJuly 2025 - Eni signed a long-term liquefied natural gas (LNG) supply agreement with Venture Global, covering the purchase of 2 MTPA for 20 years from 2030. The agreement is Eni’s first long term LNG supply from the United States and represents a milestone in Eni’s strategy to expand and diversify its global LNG footprint, enhancing portfolio flexibility in order to reach its target of 20 MTPA of contracted LNG supply by 2030.\n\n \n\n●\n\nJuly 2025 - Eni signed with the European Investment Bank (EIB) a €500 mln 15-year finance contract to support the conversion of Eni's Livorno refinery in Tuscany into a biorefinery. Eni's project involves the construction of new plants to produce hydrogenated biofuels at the Livorno refinery site, including a biogenic pre-treatment unit and a 500 ktonnes/year Ecofining™ plant.\n\n \n\n●\n\nJuly 2025 - Versalis signed a Memorandum of Understanding (MoU) with Acea Ambiente covering initiatives in the field of recycling post-consumer and post-industrial plastics. The agreement foresees the assessment of chemical recycling solutions, including the proprietary Hoop® technology.\n\n \n\n●\n\nJune 2025 - Vår Energi announced first oil from the Balder X development, offshore Norway.\n\n \n\n●\n\nJune 2025 - Eni signed an agreement with YPF for the massive Argentina LNG (ARGLNG) project in the wake of the MoU signed the last April to define the milestones to reach a final investment decision to build gas production, treatment, transportation and liquefaction facilities, including installation of floating units, for a total capacity of 12 mmtonnes/year of LNG destined to international markets.\n\n \n\n●\n\nJune 2025 - Eni in collaboration with Advanced Micro Devices (AMD), Hewlett Packard Enterprise (HPE), and the CINECA Consortium, with the support of Plug and Play, launched the \"HPC Call4Innovators\" initiative, offering startups, SMEs, academic institutions, and research centers direct access to HPC6’s supercomputing resources. This initiative will allow participants to test their computational models and collaborate with the Eni experts to significantly accelerate the development of decarbonization technologies and promote innovative computational methodologies applied to the energy transition.\n\n \n\n●\n\nJune 2025 - Eni Congo launched the new Yasika logistics platform, a strategic infrastructure within the Congo LNG project. The platform, built to enhance the gas potential of the Marine XII permit, will support operations for the two floating liquefaction units: Tango FLNG (0.6 MTPA), which began production in December 2023, and Nguya FLNG (2.4 MTPA), scheduled to start up production by the end of 2025.\n\n \n\n●\n\nJune 2025 - Eni signed a framework agreement with Petronas to establish a jointly controlled venture to combine the two partners’ gas-rich assets of Indonesia and Malaysia, featuring two very complementary portfolios able to generate operational and financial synergies. In line with Eni’s satellite model of setting geographically focused, independent ventures, the new Company will be a financially self-sufficient entity which will develop the huge gas mineral potential of the combined portfolio to deliver in the medium term a sustainable production plateau of 500 kboe/d, targeting 50 TCF of low-risk exploration potential.\n\n \n\n●\n\nJune 2025 - Versalis, at the Mantua plant, started up the demonstration plant of Hoop® technology, for the chemical recycling of mixed plastic waste. This technology, complementary to mechanical recycling, allows the transformation of mixed plastic waste into raw material for the production of new plastic products.\n\n \n\n●\n\nJune 2025 - Eni signed an agreement with Ares Management Alternative Credit funds (“Ares”), affiliates of leading global alternative investment manager Ares Management Corporation (NYSE: ARES), for the sale of a 20% stake in the share capital of Plenitude, for a purchase price of approximately €2 bln, based on an equity value of the Company of €10 bln, corresponding to an enterprise value greater than €12 bln. The completion of the transaction is subject to the clearance by the competent authorities.\n\n \n\n●\n\nJune 2025 - Plenitude signed an agreement with Modine, a company specialized in thermal management systems and components, for the construction of a new solar power plant in Pocenia (Udine).\n\n \n\n●\n\nJune 2025 - Eni and BMW Italia signed a Letter of Intent (LOI) to develop joint initiatives aimed at supporting the energy transition of the road transport sector.\n\n \n\n●\n\nJune 2025 - Eni signed a Letter of Intent (LoI) with the Italian Agency for Development Cooperation (AICS) to create positive synergies and maximize the impact of the parties’ actions to improve the well-being of communities in Côte d'Ivoire.\n\n \n\n●\n\nJune 2025 - Eni launched the first vegetable oil extraction plant in the Republic of the Congo in Loudima. The plant has a capacity of 30 ktonnes/year of vegetable oil and its production will be destined to Enilive’s biorefineries, where it will be transformed into biofuel to help decarbonize transport sectors, as part of Eni’s sustainable mobility strategy.\n\n \n\n●\n\nJune 2025 - Plenitude started operations at the Northern block of its Renopool photovoltaic plant, located in the Extremadura region (Spain), with an installed capacity of 130 MW.\n\n \n\n●\n\nJune 2025 - Eni Next and Azimut Group signed a collaboration agreement, under which Azimut will launch a new European Long Term Investment Fund (ELTIF) of venture capital, leveraging also Eni Next’s consulting and expertise on technological developments in the energy sector.\n\n \n\n●\n\nJune 2025 - Eni was listed in the FTSE4Good Developed stock market index for the nineteenth consecutive year. This confirms Eni’s position among the top 5 in the Oil&Gas sector.\n\n \n\n●\n\nJune 2025 - Eni started the first export of vegetable oil from Côte d'Ivoire, produced from rubber tree residues, in line with the company's decarbonization strategy and the sustainable development of local agricultural supply chains.\n\n \n\n29\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n●\n\nMay 2025 - Eni started gas production at the Merakes East field, in East Sepinggan block (Eni 85%, operator) in the Kutei basin, offshore Indonesia.\n\n \n\n●\n\nMay 2025 - Eni signed an agreement to enter into a period of exclusivity with GIP (Global Infrastructure Partners) an investor affiliated with BlackRock private equity, finalized to complete due diligence and negotiations related to a possible sale of an interest of 49.99% awarding joint control to the investor related to Eni CCUS Holding, Eni’s company which includes and operates the HyNet and Bacton CCS projects in the UK, L10 in the Netherlands and also future rights to acquire the Ravenna project, in Italy. According to the final agreement under negotiation, in addition to the initial acquisition of a 49.99% stake in Eni CCUS Holding, GIP will support funding the development of Eni’s ongoing CCUS projects.\n\n \n\n●\n\nMay 2025 - Plenitude signed an agreement with Marelli, an automotive industry component supplier company, for the construction of three photovoltaic plants and an Energy Community. The plants will be located at Marelli’s production sites in Italy (Potenza, L’Aquila and Turin) with a total installed capacity of 5.4 MW.\n\n \n\n●\n\nMay 2025 - started workover activities of the Sankofa East field in Ghana. The drilling operations are close to the John Agyekum Kufour FPSO, as part of the broader Sankofa field’s development plan.\n\n \n\n●\n\nMay 2025 - Eni Foundation and Eni Natural Energies (ENE) Angola signed two Memorandums of Understanding (MoU) with the Angolan Ministry of Health. The first MoU includes a new pediatric healthcare initiative focused on strengthening neonatal and pediatric intensive care services. The second MoU concerns the development of a digital interface to improve coordination between hospitals in Luanda. Both projects aim to improve the quality of healthcare and accessibility for patients across the country.\n\n \n\n●\n\nApril 2025 - Plenitude signed a 10-year Power Purchase Agreement with Autostrade per l'Italia for the sale of the entire output of a wind power plant owned by Plenitude in Basilicata (Italy) with a capacity of 16 MW.\n\n \n\n●\n\nApril 2025 - Eni and KKR closed the transaction contemplated by the investment agreement for the increase of KKR's stake in Enilive through the purchase of Enilive’s shares from Eni representing 5% of the share capital, for a consideration of approximately €601 million. Upon completion of the transaction, KKR owns an overall 30% stake of Enilive’s share capital, considering the transaction agreed in October 2024 providing an investment of 25% by KKR in Enilive with cash proceeds to Eni of about €2.97 bln.\n\n \n\n●\n\nApril 2025 – Eni signed a Memorandum of Understanding (MoU) with YPF, the energy company of the Republic of Argentina, to evaluate a large-scale upstream and midstream integrated gas development project, designed to develop the resources of the Vaca Muerta onshore gas field. The project includes two Floating LNG units of 6 MTPA each.\n\n \n\n●\n\nApril 2025 - Eni reached financial close with the UK Government’s Department of Energy Security and Net Zero (DESNZ) for the Liverpool Bay CCS project, where Eni is the operator of the CO2 transport and storage system (T&S) of the HyNet industrial Cluster. The financial close allows the Liverpool Bay CCS project to move into the construction phase, unlocking key investments in supply chain contracts, the majority of which will be spent locally.\n\n \n\n●\n\nApril 2025 - Eni’s jointly participated Azule Energy (Eni 50%) confirmed a discovery at the Capricornus 1-X well, in Namibia's Orange basin. Appraisal studies are ongoing.\n\n \n\n●\n\nApril 2025 – Eni launched FPSOs for the development of the Agogo fields, operated by Azule off the Angolan Coast, and Balder operated by Vår Energi in Norway.\n\n \n\n●\n\nMarch 2025 - Saipem and Divento, a partnership between Copenhagen Infrastructure Partners (CIP, through the “flagship” fund Copenhagen Infrastructure V), GreenIT, a joint venture between Plenitude (a Company controlled by Eni) and CDP Equity (CDP Group), 7 Seas Wind Power and NiceTechnology, have signed a collaboration agreement involving the application of STAR 1, Saipem's proprietary technology for floating wind, in favour of  the 7 Seas Med projects in Sicily and Ichnusa Wind Power in Sardinia.\n\n \n\n●\n\nMarch 2025 - Eni and Petroci announced a significant increase in gas supply for Côte d'Ivoire’s power generation system. The gas produced, up to 70 mmcf/d, will be entirely allocated to meet local demand, ensuring a reliable supply for the country’s power generation needs and further reinforcing Côte d'Ivoire’s role as a regional energy hub. Launched in December 2024, Phase 2 of the Baleine project marks another step forward in the company’s commitment to strengthening the country’s energy sector and industrial development.\n\n \n\n●\n\nMarch 2025 - Eni’s 63% owned associate Vår Energi announced that production had begun from the Johan Castberg oilfield in the Barents Sea. The field, in which Vår Energi has a 30% non-operated stake, has a gross capacity of 220 kbbl/d.\n\n \n\n●\n\nMarch 2025 - Versalis permanently closed the steam cracker at its Brindisi plant in line with the transformation plan.\n\n \n\n●\n\nMarch 2025 - Eni and Saipem extended the collaboration agreement signed between the two companies in November 2023 aimed at the construction of new biorefineries, conversion of traditional refineries into biorefineries and, generally, the development of new initiatives by Eni in the field of industrial transformation.\n\n \n\nFor significant business and portfolio developments that occurred from January 2025 to the beginning of March 2025 see also the Annual Report on Form 20-F 2024 filed to SEC on April 4, 2025.\n\n \n\n30\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nBUSINESS OVERVIEW\n\n \n\nExploration & Production\n\n \n\nCompetitive trends in the industries where the Company operates\n\n \n\nIn the Exploration & Production segment, Eni is facing competition from both international and state-owned oil companies for obtaining exploration and development rights and developing and applying new technologies to maximize hydrocarbon recovery. Because of the larger size of some other international oil companies, Eni may face a competitive disadvantage when bidding for large scale or capital intensive projects and it may be exposed to the risk of obtaining lower cost savings in a deflationary environment compared to its larger competitors given its potentially smaller market power with respect to suppliers, whereas in case of rising input costs due to a shortage of materials, labor and other productive factors Eni may experience higher pressure from its suppliers to raise the price of goods and services to the Company compared to Eni’s larger competitors. Due to those competitive pressures, Eni may fail to obtain new exploration and development acreage, to apply and develop new technologies and to control costs.\n\nEni’s Exploration & Production segment engages in oil and natural gas exploration and field development and production, as well as in LNG operations, in 33 countries, most notably Italy, Libya, Egypt, Norway, the United Kingdom, Angola, Congo, Mexico, the United States, Kazakhstan, Algeria, Iraq, Indonesia, Ghana, Mozambique, Qatar, Côte d'Ivoire and the United Arab Emirates. In 2025, Eni average daily production amounted to 1,594 KBOE/d on an available-for-sale basis. Profit per barrel of oil equivalent was 7.80 $/bbl1 (compared to 3.69 $/bbl2 in 2024 and 8.58 $/bbl in 2023); the increase of this performance indicator in 2025 compared to 2024 was driven by an improved production mix due to an increasing contribution of more valuable barrels, the effects of divestments as well as lower impairment losses and exploration wells write-offs.\n\nAs of December 31, 2025, Eni’s total proved reserves amounted to 6,885 mmBOE; proved reserves of subsidiaries totaled 4,830 mmBOE; Eni’s share of reserves of equity-accounted entities was 2,055 mmBOE.\n\n“Eni’s strategy and short-to-medium term targets in its Exploration & Production segment are disclosed in Item 5 – Business trends and Management’s expectations of operations.”\n\nDisclosure of reserves\n\n \n\nOverview\n\nThe Company has adopted comprehensive classification criteria for the estimates of proved, proved developed and proved undeveloped oil&gas reserves in accordance with applicable U.S. Securities and Exchange Commission (SEC) regulations, as provided for in Regulation S-X, Rule 4-10. Proved oil&gas reserves are those quantities of liquids (including condensates and natural gas liquids) and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain.\n\nOil and natural gas prices used in the estimate of proved reserves are obtained from the official survey published by S&P Global Energy, except when their calculation derives from existing contractual conditions. Prices are calculated as the unweighted arithmetic average of the first-day-of- the-month price for each month within the 12-month period prior to the end of the reporting period. Prices include consideration of changes in existing prices provided only by contractual arrangements.\n\nEngineering estimates of the Company’s oil&gas reserves are inherently uncertain. Although authoritative guidelines exist regarding engineering criteria that have to be met before estimated oil&gas reserves can be designated as “proved”, the accuracy of any reserves estimate is a function of the quality of available data and engineering and geological interpretation and evaluation. Consequently, the estimated proved reserves of oil and natural gas may be subject to future revision and upward and downward revisions may be made to the initial booking of reserves due to analysis of new information.\n\nProved reserves to which Eni is entitled under concession contracts are determined by applying Eni’s equity interest to total proved reserves of the contractual area, until expiration of the relevant mineral right. Eni’s proved reserves entitlements at PSAs are calculated so that the sale of production entitlements cover expenses incurred by the Group for field development (Cost Oil) and recognize a share of profit set contractually (Profit Oil). A similar scheme applies to service contracts.\n\n \n\n \n\n1 Results of operations from oil and gas producing activities of consolidated subsidiaries, divided by actual sold production, in each case prepared in accordance with IFRS to meet ongoing U.S. reporting obligations under Topic 932. See the unaudited supplemental oil and gas information in “Item 18 – Notes to the Consolidated Financial Statements” for a calculation of results of operations from oil and gas producing activities.\n\n \n\n31\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nReserves governance\n\nEni retains rigorous control over the process of booking proved reserves, through a centralized model of reserves governance. The Reserves Department of the Exploration & Production segment is in charge of: (i) ensuring the periodic certification process of proved reserves; (ii) updating the Company’s guidelines on reserves evaluation and classification and the internal procedures; and (iii) providing training of staff involved in the process of reserves estimation.\n\nCompany guidelines have been reviewed by DeGolyer and MacNaughton (D&M), an independent petroleum engineering company, which stated that those guidelines comply with the SEC rules2. D&M has also stated that the Company guidelines provide reasonable interpretation of facts and circumstances in line with generally accepted practices in the industry whenever SEC rules may be less precise. When participating in exploration and production activities operated by other entities, Eni estimates its share of proved reserves on the basis of the above guidelines, while for certain joint ventures and associates Eni relies on the annual certification of independent petroleum engineering companies.\n\nThe process for estimating reserves, as described in the internal procedure, involves the following roles and responsibilities: (i) the business unit managers (geographic units) and Local Reserves Evaluators (LRE) are in charge with estimating and classifying gross reserves including assessing production profiles, capital expenditure, operating expenses and costs related to asset retirement obligations; (ii) the petroleum engineering department and the operations unit at the head office verify the production profiles of such properties where significant changes have occurred and operating expenses, respectively; (iii) geographic area managers verify the commercial conditions and the progress of the projects; (iv) the Planning and Control Department provides the economic evaluation of reserves; and (v) the Reserves Department, through the Headquarter Reserves Evaluators (HRE), provides independent reviews of fairness and correctness of classifications carried out by the above-mentioned units and aggregates worldwide reserves data.\n\nEni’s Head of Reserves holds a Master's degree in Petroleum Engineering from the Polytechnic of Turin and 5-years Degree in Civil Hydraulic Engineering from the Alma Mater Studiorum - University of Bologna. He has more than 20 years of experience in the upstream industry and in reserves evaluation.\n\nStaff involved in the reserves evaluation process fulfils the professional qualifications requested by the role and complies with the required level of independence, objectivity and confidentiality in accordance with professional ethics. Reserves Evaluators qualifications comply with international standards defined by the Society of Petroleum Engineers.\n\nReserves independent evaluation\n\nEni has its proved reserves audited on a rotational basis by independent oil engineering companies.\n\nThe description of qualifications of the persons primarily responsible for the reserves audit is included in the third-party audit report. In the preparation of their reports, independent evaluators rely upon information furnished by Eni, without independent verification, with respect to property interests, production, current costs of operations and development, sales agreements, prices and other factual information and data that were accepted as represented by the independent evaluators.\n\nThese data, equally used by Eni in its internal process, include logs, directional surveys, core and PVT (Pressure Volume Temperature) analysis, maps, oil/gas/water production/injection data of wells, reservoir studies, technical analysis relevant to field performance, development plans, future capital and operating costs.\n\nIn order to calculate the net present value of Eni’s equity reserves, actual prices applicable to hydrocarbon sales, price adjustments required by applicable contractual arrangements and other pertinent information are provided by Eni to third-party evaluators.\n\nThe volumes and monetary values of the reserves of certain joint venture and affiliated companies are certified on their behalf in a similar manner by independent petroleum engineering companies and provided to Eni3.\n\nIn 20254, Ryder Scott Company and Sproule, for consolidated subsidiaries, and DeGolyer and MacNaughton, for equity accounted entities, provided an independent evaluation of approximately 36%5 of Eni’s total proved reserves at December 31, 2025, confirming, as in previous years, the reasonableness of Eni internal evaluation. In the 2023-2025 three-year period, 82% of Eni total proved reserves were subject to an independent evaluation.\n\n \n\n \n\n2 See “Item 19 – Exhibits” in the Annual Report on Form 20-F 2009.\n\n3 In 2025 Azule Energy and Vår Energi.\n\n4 See \"Item 19 - Exhibits\".\n\n5 Includes Azule Energy and Vår Energi for which Eni received a Third Party Letter.\n\n32\n\n[Table of Contents](#TOC_TableofContent)\n\nSummary of proved oil and gas reserves\n\n \n\nThe tables below provide a summary of proved oil and gas reserves of the Group companies and its equity-accounted entities by geographic area for the three years ended December 31, 2025, 2024 and 2023. The break-down of proved reserves by geographic area complies with disclosure criteria as regulated by U.S. Securities and Exchange Commission (SEC) Regulation S-K, Item 1202.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nHYDROCARBONS (mmBOE)\n\nItaly\n\nRest of Europe\n\nNorth Africa\n\nSub-Saharan Africa\n\nKazakhstan\n\nRest of Asia\n\nAmericas\n\nAustralia and Oceania\n\nTotal reserves\n\nConsolidated subsidiaries\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n320\n\n15\n\n1,483\n\n570\n\n824\n\n1,480\n\n127\n\n11\n\n4,830\n\ndeveloped\n\n223\n\n9\n\n829\n\n412\n\n789\n\n449\n\n91\n\n7\n\n2,809\n\nundeveloped\n\n97\n\n6\n\n654\n\n158\n\n35\n\n1,031\n\n36\n\n4\n\n2,021\n\nDec. 31, 2024 (a)\n\n368\n\n10\n\n1,479\n\n638\n\n876\n\n881\n\n145\n\n36\n\n4,433\n\ndeveloped\n\n262\n\n10\n\n805\n\n418\n\n823\n\n385\n\n92\n\n5\n\n2,800\n\nundeveloped\n\n106\n\n \n\n674\n\n220\n\n53\n\n496\n\n53\n\n31\n\n1,633\n\nDec. 31, 2023 (b)\n\n374\n\n60\n\n1,658\n\n809\n\n933\n\n733\n\n238\n\n37\n\n4,842\n\ndeveloped\n\n261\n\n56\n\n935\n\n482\n\n872\n\n379\n\n184\n\n11\n\n3,180\n\nundeveloped\n\n113\n\n4\n\n723\n\n327\n\n61\n\n354\n\n54\n\n26\n\n1,662\n\nEquity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n \n\n617\n\n53\n\n781\n\n \n\n381\n\n223\n\n \n\n2,055\n\ndeveloped\n\n \n\n427\n\n53\n\n346\n\n \n\n \n\n223\n\n \n\n1,049\n\nundeveloped\n\n \n\n190\n\n \n\n435\n\n \n\n381\n\n \n\n \n\n1,006\n\nDec. 31, 2024 (a)\n\n \n\n572\n\n50\n\n819\n\n \n\n379\n\n244\n\n \n\n2,064\n\ndeveloped\n\n \n\n311\n\n50\n\n305\n\n \n\n \n\n244\n\n \n\n910\n\nundeveloped\n\n \n\n261\n\n \n\n514\n\n \n\n379\n\n \n\n \n\n1,154\n\nDec. 31, 2023 (b)\n\n \n\n425\n\n8\n\n494\n\n \n\n378\n\n267\n\n \n\n1,572\n\ndeveloped\n\n \n\n235\n\n8\n\n305\n\n \n\n \n\n267\n\n \n\n815\n\nundeveloped\n\n \n\n190\n\n \n\n189\n\n \n\n378\n\n \n\n \n\n757\n\nConsolidated subsidiaries and equity accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n320\n\n632\n\n1,536\n\n1,351\n\n824\n\n1,861\n\n350\n\n11\n\n6,885\n\ndeveloped\n\n223\n\n436\n\n882\n\n758\n\n789\n\n449\n\n314\n\n7\n\n3,858\n\nundeveloped\n\n97\n\n196\n\n654\n\n593\n\n35\n\n1,412\n\n36\n\n4\n\n3,027\n\nDec. 31, 2024 (a)\n\n368\n\n582\n\n1,529\n\n1,457\n\n876\n\n1,260\n\n389\n\n36\n\n6,497\n\ndeveloped\n\n262\n\n321\n\n855\n\n723\n\n823\n\n385\n\n336\n\n5\n\n3,710\n\nundeveloped\n\n106\n\n261\n\n674\n\n734\n\n53\n\n875\n\n53\n\n31\n\n2,787\n\nDec. 31, 2023 (b)\n\n374\n\n485\n\n1,666\n\n1,303\n\n933\n\n1,111\n\n505\n\n37\n\n6,414\n\ndeveloped\n\n261\n\n291\n\n943\n\n787\n\n872\n\n379\n\n451\n\n11\n\n3,995\n\nundeveloped\n\n113\n\n194\n\n723\n\n516\n\n61\n\n732\n\n54\n\n26\n\n2,419\n\n \n\n(a) Reserves volumes of the Rest of Europe area for 2024 were affected by the business combination with Ithaca Energy where the reserves divested in the consolidated subsidiary Eni UK were offset by the acquisition of an interest in the reserves of the equity-accounted entity resulting from the combination.\n\n(b) Effective January 1, 2023, Eni has updated the conversion rate of gas produced to 5,232 cubic feet of gas equals to 1 barrel of oil  (it was 5,263 cubic feet of gas per barrel in previous reporting period). The effect of this update on the change in the initial reserves balance as of January 1, 2023 amounted to 21 mmBOE.\n\n \n\n \n\n33\n\n[Table of Contents](#TOC_TableofContent)\n\nLIQUIDS (mmBBL)\n\nItaly\n\nRest of Europe\n\nNorth Africa\n\nSub-Saharan Africa\n\nKazakhstan\n\nRest of Asia\n\nAmericas\n\nAustralia and Oceania\n\nTotal reserves\n\nConsolidated subsidiaries\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n197\n\n \n\n517\n\n252\n\n556\n\n713\n\n111\n\n \n\n2,346\n\ndeveloped\n\n123\n\n \n\n339\n\n202\n\n523\n\n274\n\n80\n\n \n\n1,541\n\nundeveloped\n\n74\n\n \n\n178\n\n50\n\n33\n\n439\n\n31\n\n \n\n805\n\nDec. 31, 2024 (a)\n\n213\n\n \n\n458\n\n268\n\n591\n\n578\n\n127\n\n \n\n2,235\n\ndeveloped\n\n129\n\n \n\n291\n\n187\n\n539\n\n233\n\n81\n\n \n\n1,460\n\nundeveloped\n\n84\n\n \n\n167\n\n81\n\n52\n\n345\n\n46\n\n \n\n775\n\nDec. 31, 2023\n\n211\n\n27\n\n523\n\n334\n\n637\n\n485\n\n213\n\n \n\n2,430\n\ndeveloped\n\n136\n\n24\n\n326\n\n225\n\n576\n\n240\n\n163\n\n \n\n1,690\n\nundeveloped\n\n75\n\n3\n\n197\n\n109\n\n61\n\n245\n\n50\n\n \n\n740\n\nEquity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n \n\n381\n\n5\n\n192\n\n \n\n111\n\n20\n\n \n\n709\n\ndeveloped\n\n \n\n295\n\n5\n\n112\n\n \n\n \n\n20\n\n \n\n432\n\nundeveloped\n\n \n\n86\n\n \n\n80\n\n \n\n111\n\n \n\n \n\n277\n\nDec. 31, 2024 (a)\n\n \n\n391\n\n8\n\n226\n\n \n\n110\n\n23\n\n \n\n758\n\ndeveloped\n\n \n\n207\n\n8\n\n103\n\n \n\n \n\n23\n\n \n\n341\n\nundeveloped\n\n \n\n184\n\n \n\n123\n\n \n\n110\n\n \n\n \n\n417\n\nDec. 31, 2023\n\n \n\n326\n\n6\n\n207\n\n \n\n110\n\n26\n\n \n\n675\n\ndeveloped\n\n \n\n167\n\n6\n\n107\n\n \n\n \n\n26\n\n \n\n306\n\nundeveloped\n\n \n\n159\n\n \n\n100\n\n \n\n110\n\n \n\n \n\n369\n\nConsolidated subsidiaries and equity accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n197\n\n381\n\n522\n\n444\n\n556\n\n824\n\n131\n\n \n\n3,055\n\ndeveloped\n\n123\n\n295\n\n344\n\n314\n\n523\n\n274\n\n100\n\n \n\n1,973\n\nundeveloped\n\n74\n\n86\n\n178\n\n130\n\n33\n\n550\n\n31\n\n \n\n1,082\n\nDec. 31, 2024 (a)\n\n213\n\n391\n\n466\n\n494\n\n591\n\n688\n\n150\n\n \n\n2,993\n\ndeveloped\n\n129\n\n207\n\n299\n\n290\n\n539\n\n233\n\n104\n\n \n\n1,801\n\nundeveloped\n\n84\n\n184\n\n167\n\n204\n\n52\n\n455\n\n46\n\n \n\n1,192\n\nDec. 31, 2023\n\n211\n\n353\n\n529\n\n541\n\n637\n\n595\n\n239\n\n \n\n3,105\n\ndeveloped\n\n136\n\n191\n\n332\n\n332\n\n576\n\n240\n\n189\n\n \n\n1,996\n\nundeveloped\n\n75\n\n162\n\n197\n\n209\n\n61\n\n355\n\n50\n\n \n\n1,109\n\n(a) Reserves volumes of the Rest of Europe area for 2024 were affected by the business combination with Ithaca Energy where the reserves divested in the consolidated subsidiary Eni UK were offset by the acquisition of an interest in the reserves of the equity-accounted entity resulting from the combination.\n\n \n\n34\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nNATURAL GAS (BCF)\n\nItaly\n\nRest of Europe\n\nNorth Africa\n\nSub-Saharan Africa\n\nKazakhstan\n\nRest of Asia\n\nAmericas\n\nAustralia and Oceania\n\nTotal reserves\n\nConsolidated subsidiaries\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n651\n\n81\n\n5,052\n\n1,664\n\n1,399\n\n4,009\n\n80\n\n62\n\n12,998\n\ndeveloped\n\n524\n\n45\n\n2,562\n\n1,099\n\n1,396\n\n920\n\n56\n\n37\n\n6,639\n\nundeveloped\n\n127\n\n36\n\n2,490\n\n565\n\n3\n\n3,089\n\n24\n\n25\n\n6,359\n\nDec. 31, 2024 (a)\n\n817\n\n54\n\n5,338\n\n1,931\n\n1,489\n\n1,583\n\n94\n\n190\n\n11,496\n\ndeveloped\n\n693\n\n52\n\n2,692\n\n1,206\n\n1,486\n\n799\n\n56\n\n23\n\n7,007\n\nundeveloped\n\n124\n\n2\n\n2,646\n\n725\n\n3\n\n784\n\n38\n\n167\n\n4,489\n\nDec. 31, 2023\n\n859\n\n174\n\n5,935\n\n2,479\n\n1,546\n\n1,303\n\n131\n\n192\n\n12,619\n\ndeveloped\n\n653\n\n167\n\n3,181\n\n1,350\n\n1,546\n\n725\n\n107\n\n58\n\n7,787\n\nundeveloped\n\n206\n\n7\n\n2,754\n\n1,129\n\n \n\n578\n\n24\n\n134\n\n4,832\n\nEquity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n \n\n1,229\n\n249\n\n3,077\n\n \n\n1,418\n\n1,063\n\n \n\n7,036\n\ndeveloped\n\n \n\n692\n\n249\n\n1,222\n\n \n\n \n\n1,063\n\n \n\n3,226\n\nundeveloped\n\n \n\n537\n\n \n\n1,855\n\n \n\n1,418\n\n \n\n \n\n3,810\n\nDec. 31, 2024 (a)\n\n \n\n939\n\n222\n\n3,103\n\n \n\n1,411\n\n1,159\n\n \n\n6,834\n\ndeveloped\n\n \n\n545\n\n222\n\n1,054\n\n \n\n \n\n1,159\n\n \n\n2,980\n\nundeveloped\n\n \n\n394\n\n \n\n2,049\n\n \n\n1,411\n\n \n\n \n\n3,854\n\nDec. 31, 2023\n\n \n\n515\n\n14\n\n1,501\n\n \n\n1,406\n\n1,260\n\n \n\n4,696\n\ndeveloped\n\n \n\n359\n\n14\n\n1,036\n\n \n\n \n\n1,260\n\n \n\n2,669\n\nundeveloped\n\n \n\n156\n\n \n\n465\n\n \n\n1,406\n\n \n\n \n\n2,027\n\nConsolidated subsidiaries and equity accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDec. 31, 2025\n\n651\n\n1,310\n\n5,301\n\n4,741\n\n1,399\n\n5,427\n\n1,143\n\n62\n\n20,034\n\ndeveloped\n\n524\n\n737\n\n2,811\n\n2,321\n\n1,396\n\n920\n\n1,119\n\n37\n\n9,865\n\nundeveloped\n\n127\n\n573\n\n2,490\n\n2,420\n\n3\n\n4,507\n\n24\n\n25\n\n10,169\n\nDec. 31, 2024 (a)\n\n817\n\n993\n\n5,560\n\n5,034\n\n1,489\n\n2,994\n\n1,253\n\n190\n\n18,330\n\ndeveloped\n\n693\n\n597\n\n2,914\n\n2,260\n\n1,486\n\n799\n\n1,215\n\n23\n\n9,987\n\nundeveloped\n\n124\n\n396\n\n2,646\n\n2,774\n\n3\n\n2,195\n\n38\n\n167\n\n8,343\n\nDec. 31, 2023\n\n859\n\n689\n\n5,949\n\n3,980\n\n1,546\n\n2,709\n\n1,391\n\n192\n\n17,315\n\ndeveloped\n\n653\n\n526\n\n3,195\n\n2,386\n\n1,546\n\n725\n\n1,367\n\n58\n\n10,456\n\nundeveloped\n\n206\n\n163\n\n2,754\n\n1,594\n\n \n\n1,984\n\n24\n\n134\n\n6,859\n\n(a) Reserves volumes of the Rest of Europe area for 2024 were affected by the business combination with Ithaca Energy where the reserves divested in the consolidated subsidiary Eni UK were offset by the acquisition of an interest in the reserves of the equity-accounted entity resulting from the combination.\n\n \n\nProved reserves of natural gas liquids are immaterial to the Group operations.\n\nVolumes of oil and natural gas applicable to long- term supply agreements with foreign governments in mineral assets where Eni is operator were marginal as of December 31, 2025 (were marginal as of December 31, 2024 and amounted to 2 mmBOE as of December 31, 2023). Said volumes are not included in reserves volumes shown in the table herein.\n\n \n\nSubsidiaries\n\n \n\nEquity-accounted entities\n\n(mmBOE)\n\n2025\n\n2024\n\n2023\n\n \n\n2025\n\n2024\n\n2023\n\nRevisions of previous estimates\n\n305\n\n323\n\n303\n\n \n\n82\n\n83\n\n9\n\nImproved recovery\n\n33\n\n1\n\n \n\n \n\n \n\n \n\n \n\nExtensions and discoveries\n\n581\n\n38\n\n105\n\n \n\n52\n\n329\n\n \n\nPurchases of minerals-in-place\n\n7\n\n89\n\n44\n\n \n\n29\n\n230\n\n2\n\nSales of minerals-in-place\n\n(70)\n\n(381)\n\n(58)\n\n \n\n \n\n(4)\n\n(1)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal additions to proved reserves\n\n856\n\n70\n\n394\n\n \n\n163\n\n638\n\n10\n\nProduction for the year (a)\n\n(459)\n\n(479)\n\n(485)\n\n \n\n(172)\n\n(146)\n\n(119)\n\n(a) The difference compared to production sold of 566 mmBOE (565 mmboe in 2024 and 546 mmboe in 2023) reflected hydrocarbons volumes of 65 mmBOE consumed in operations, changes in inventories and other factors (60 mmBOE in 2024 and 58.2 mmBOE in 2023).\n\n \n\n35\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\nSubsidiaries and equity-accounted entities\n\n(%)\n\n2025\n\n2024\n\n2023\n\nProved reserves replacement ratio of subsidiaries and equity-accounted entities, all sources\n\n162\n\n113\n\n67\n\nProved reserves replacement ratio of subsidiaries and equity-accounted entities, organic\n\n167\n\n124\n\n69\n\n \n\nEni’s proved reserves as of December 31, 2025 totaled 6,885 mmBOE (liquids 3,055 mmBBL; natural gas 20,034 BCF). Eni’s proved reserves reported an increase from December 31, 2024 (up by 388 mmBOE, or approximately 6% from 2024) due to progress made in the year in exploring and developing new reserves and property acquisitions net of property sales.\n\nPortfolio activities provided net negative additions of 34 mmBOE and comprised: (i) the sale of a 30% stake in the Baleine project in Côte d’Ivoire and the disposal of an asset in Congo (negative for 70 mmBOE); (ii) assets acquisition in Norway (via Vår Energi) and in the United Kingdom (through Ithaca Energy) as well as additional interest in Touat in Algeria and in Bonga in Nigeria (overall positive for 36 mmBOE).\n\nAll sources additions to proved reserves booked in 2025 were 1,019 mmBOE; of which 856 mmBOE came from Eni’s subsidiaries, while 163 mmBOE from Eni’s equity-accounted entities.\n\nThe net effect of price changes was a negative 12 mmBOE in 2025 (of which a net positive revision of 9 mmBOE recorded at Eni’s subsidiaries and a net negative revision of 21 mmBOE recorded at Eni’s equity-accounted entities) due to a lower Brent crude oil reference price used in the reserve estimation process of 70 $/barrel in 2025, compared to 81 $/barrel used in 2024. This price change led to the removal of reserves which have become uneconomical in the 2025 scenario (negative revision of 51 mmBOE) and net lower reserves entitlements under PSA contracts (positive revision of 39 mmBOE).\n\nThe methods (or technologies) used in Eni’s proved reserves assessment in 2024 depend on stage of development, quality and completeness of data, and production history availability. The methods include volumetric estimates, analogies, reservoir modelling, decline curve analysis or a combination of such methods. The data considered for these analyses are obtained from a combination of reliable technologies that produce consistent and repeatable results including well or field measurements (i.e. logs, core samples, pressure information, fluid samples, production test data and performance data) and indirect measurements (i.e. seismic data). However, for each reservoir assessment the most suitable combination of technologies and methods is applied providing a high degree of confidence in establishing reliable reserves estimates.\n\nThe all sources reserves replacement ratio reported by Eni’s subsidiaries and equity-accounted entities was 162% in 2025 (113% in 2024 and 67% in 2023). The organic reserves replacement ratio was 167% in 2025 (124% in 2024 and 69% in 2023) which excluded sales and purchases of minerals-in-place.\n\nThe all sources reserve replacement ratio during the three-year period ended December 31, 2025, which included a net decrease of 113 mmBOE related to sales and purchases, was 115%.\n\nThe all sources reserves replacement ratio was calculated by dividing additions to proved reserves including sales and purchases of mineral-in-place by total production, each as derived from the tables of changes in proved reserves prepared in accordance with FASB Extractive Activities – Oil & Gas (Topic 932) (see the supplemental oil and gas information in “Item 18 – Consolidated Financial Statements”). The reserves replacement ratio is a measure used by management to assess the extent to which produced reserves in the year are replaced by booked reserves total additions. Management considers the reserve replacement ratio to be an important indicator of the Company’s ability to sustain its growth prospects.\n\nHowever, this ratio measures past performances and is not an indicator of future production because the ultimate recovery of reserves is subject to a number of risks and uncertainties. These include the risks associated with the successful completion of large-scale projects, including addressing ongoing regulatory issues and completion of infrastructures, reservoir performance, application of new technologies to improve the recovery factor as well as changes in oil&gas prices, political risks and geological and environmental risks. See “Item 3 – The Group is exposed to significant operational and economic risks associated with the exploration and production of crude oil and natural gas – Uncertainties in estimates of oil and natural gas reserves”.\n\nThe average reserves life index of Eni’s proved reserves was 10.9 years as of December 31, 2025, which included reserves of both subsidiaries and equity-accounted entities.\n\n36\n\n[Table of Contents](#TOC_TableofContent)\n\nEni’s subsidiaries\n\nEni’s subsidiaries added 856 mmBOE of proved oil and gas reserves in 2025. Additions comprised an increase of 323 mmBBL of liquids and of 2,797 BCF of natural gas. The breakdown of total additions to proved reserves was the following:\n\n(i)                  new discoveries and extensions of 581 mmBOE mainly as a result of the progression of projects in the Kutei basin in Indonesia and in Sarb field in the United Arab Emirates;\n\n(ii)                revisions of previous estimates were positive for 305 mmBOE. The main positive revisions were related to the licence renewals in Sinai Area in Egypt and in Zek Area in Algeria and the ongoing development activities in Baleine field in Côte d'Ivoire and the Lower Zakum field in the United Arab Emirates. The negative revisions were reported in Blacktip field in Australia and in the Adriatic Sea and offshore Sicily in Italy. Revisions also included net positive price effects of 9 mmBOE;\n\n(iii)              improved recovery of 33 mmBOE were reported in Iraq and Côte d'Ivoire;\n\n(iv)               purchase of minerals-in-place of 7 mmBOE and mainly related to increase of equity interest in the Bonga field in Nigeria (Eni’s interest from 12.5% to 15%); and\n\n(v)                 sales of minerals-in-place of 70 mmBOE mainly due to the sale of the sale of 30% stake in the Baleine project in Côte d'Ivoire and of an asset in Congo.\n\n \n\nFurther information and explanations of significant changes with respect to each line item of the movements in net proved reserves are provided in “Item 18 – Notes to the Consolidated Financial Statement - Supplemental oil and gas information”.\n\nEni’s share of equity-accounted entities\n\nEni’s share of equity-accounted entities added 163 mmBOE of proved oil and gas reserves in 2025. Additions comprised an increase of 46 mmBBL of liquids and of 602 BCF of natural gas. The breakdown of total additions to proved reserves is the following:\n\n(i)                  new discoveries and extensions of 52 mmBOE related to booking of reserves at the Vår Energi in Norway, Ithaca Energy in the United Kingdom and Azule Energy in Angola;\n\n(ii)                revisions of previous estimates were positive for 82 mmBOE and mainly related to increase in Norway (through Vår Energi) and in Coral North and South in Mozambique. Revisions also included net negative price effects of 21 mmBOE;\n\n(iii)              purchase of minerals-in-place of 29 mmBOE related to the Vår Energi assets in Norway, Ithaca Energy in the United Kingdom and the acquisition of additional stake in Touat field in Algeria.\n\n \n\nFurther information and explanations of significant changes with respect to each line item of the movements in net proved reserves are provided in “Item 18 – Notes to the Consolidated Financial Statement - Supplemental oil and gas information”.\n\nProved undeveloped reserves\n\n \n\nProved undeveloped reserves as of December 31, 2025 totaled 3,027 mmBOE. At year-end, proved undeveloped reserves of liquids amounted to 1,082 mmBBL and of natural gas amounted to 10,169 BCF, mainly concentrated in Africa and Asia. Proved undeveloped reserves of consolidated subsidiaries amounted to 805 mmBBL of liquids and 6,359 BCF of natural gas. The table below provide a summary of changes in total proved undeveloped reserves for 2025.\n\nSubsidiaries and equity-accounted entities\n\n \n\n(mmBOE)\n\n2025\n\nProved undeveloped reserves as of December 31, 2024\n\n2,787\n\nTransfers to proved developed reserves\n\n(370)\n\nExtensions and discoveries\n\n585\n\nRevisions of previous estimates\n\n23\n\nImproved recovery\n\n26\n\nPortfolio\n\n(24)\n\nProved undeveloped reserves as of December 31, 2025\n\n3,027\n\n \n\n \n\nDuring 2025, Eni matured 370 mmBOE of proved undeveloped reserves to proved developed reserves due to progress in development activities, production start-ups and project revisions. The main reclassifications to proved developed reserves related to the fields/projects in the following countries: Norway (through Vår Energi), the United Arab Emirates and Azule Energy in Angola.\n\nFor further information, please see the additional information on Oil & Gas producing activities required by the SEC in the “Item 18 - Notes to the consolidated financial statements”.\n\nIn 2025, capital expenditure amounted to approximately €10 billion to progress the development of PUDs.\n\nReserves that remain proved undeveloped for five or more years are a result of several factors that affect the timing of the projects development and execution, such as the complexity of development project in adverse and remote locations, physical limitations of infrastructures or plant capacity and contractual limitations that establish production levels. The proved undeveloped reserves that have remained undeveloped for five years or more at the balance sheet date amounted to 0.75 BBOE, decreasing from 2024, and are mainly related to the following projects where executions and developments activities are in progress:\n\n(i)                  certain Libyan gas fields (0.45 BBOE) where production start-ups are planned according to the delivery obligations set forth in a long-term gas supply agreement currently in force;\n\n(ii)                certain fields in the United Arab Emirates (0.15 BBOE); and\n\n(iii)              other fields in Italy and Iraq (0.15 BBOE).\n\n \n\nSee also our discussion under the “Risk factors” section about risks associated with oil and gas development projects.\n\n37\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEni remains strongly committed to put these projects into production in the coming years. The length of the development period depends on a range of external factors, such as for example the type of development, the location and physical operating environment of the field or the absence of infrastructure, considering that the majority of our projects are infrastructure-driven, and not a function of internal factors, such as an insufficient devotion of resources by Eni or a diminished commitment on the part of Eni to complete the project.\n\nDelivery commitments\n\n \n\nEni, through consolidated subsidiaries and equity-accounted entities, sells crude oil and natural gas from its producing operations under a variety of contractual obligations. Some of these contracts, mostly relating to natural gas, specify the delivery of fixed and determinable quantities.\n\nEni is contractually committed under existing contracts or agreements to deliver in the next three years mainly natural gas to third parties for a total of approximately 624 mmBOE from producing assets located mainly in Algeria, Australia, Egypt, Ghana, Indonesia, Kazakhstan, Libya, Mozambique, Nigeria, Norway and Venezuela.\n\nThe sales contracts contain a mix of fixed and variable pricing formulas that are generally indexed to the market price for crude oil, natural gas or other petroleum products. Management believes it can satisfy these contracts from quantities available mainly from production of the Company's proved developed reserves. Production is expected to fully account of delivery commitments.\n\nEni has met all contractual delivery commitments as of December 31, 2025.\n\nOil and gas production, production prices and production costs\n\nThe matters regarding future production, additions to reserves and related production costs and estimated reserves discussed below and elsewhere herein are forward-looking statements that involve risks and uncertainties that could cause the actual results to differ materially from those in such forward-looking statements. Such risks and uncertainties relating to future production and additions to reserves include political developments affecting the award of exploration or production interests or world supply and prices for oil and natural gas, or changes in the underlying economics of certain of Eni’s important hydrocarbons projects. Such risks and uncertainties relating to future production costs include delays or unexpected costs incurred in Eni’s production operations.\n\nIn 2025, oil and natural gas production available for sale averaged 1,594 KBOE/d (1,572 KBOE/d in 2024). Excellent project development performance was delivered in production start-ups and ramp-ups in Norway, Côte d'Ivoire, Mexico, Congo, Angola, Indonesia and Ghana. This was supplemented by excellent base business regularity. Offsetting these effects were mature fields declines and tail asset divestments closed in 2024 in Nigeria, Alaska, and Congo.\n\nLiquids production (839 KBBL/d) increased by 56 KBBL/d, or approximately 7% from the full year of 2024. The organic growth in Côte d'Ivoire due to the start of Baleine Phase 2, Mexico, Angola and Norway was partly offset by divestments and mature fields declines.\n\nNatural gas production (3,951 mmCF/d) decreased by 181 mmCF/d, or approximately 4% compared to the full year of 2024. The divestments and mature fields decline were partly offset by organic growth in Congo (Marine XII) and Indonesia (Merakes East) as well as at our satellites in Angola/Norway.\n\nSales volumes of oil and gas production were 566 mmBOE. The 16 mmBOE difference over production on available-for-sale basis (582 mmBOE in 2025) reflected mainly changes in inventory and other factors.\n\n38\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe tables below provide Eni subsidiaries and its equity-accounted entities’ production (annual volumes and daily averages), by final product marketed of liquids and natural gas by country and geographical area of each of the last three fiscal years.\n\nAverage daily production available for sale (a)\n\n \n\n2025 (b)\n\n \n\n2024\n\n \n\n2023 (c)\n\n \n\nLiquids\n\n \n\nNatural gas\n\n \n\nHydrocarbons\n\n \n\nLiquids\n\n \n\nNatural gas\n\n \n\nHydrocarbons\n\n \n\nLiquids\n\n \n\nNatural gas\n\n \n\nHydrocarbons\n\n \n\n(KBBL/d)\n\n \n\n(mmCF/d)\n\n \n\n(KBOE/d)\n\n \n\n(KBBL/d)\n\n \n\n(mmCF/d)\n\n \n\n(KBOE/d)\n\n \n\n(KBBL/d)\n\n \n\n(mmCF/d)\n\n \n\n(KBOE/d)\n\nEni consolidated subsidiaries\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nItaly\n\n26\n\n \n\n180\n\n \n\n60\n\n \n\n27\n\n \n\n166\n\n \n\n59\n\n \n\n29\n\n \n\n178\n\n \n\n63\n\nRest of Europe\n\n1\n\n \n\n62\n\n \n\n13\n\n \n\n16\n\n \n\n181\n\n \n\n50\n\n \n\n18\n\n \n\n98\n\n \n\n37\n\nNetherlands\n\n1\n\n \n\n60\n\n \n\n12\n\n \n\n1\n\n \n\n61\n\n \n\n12\n\n \n\n \n\n \n\n \n\n \n\n \n\nUnited Kingdom\n\n \n\n \n\n2\n\n \n\n1\n\n \n\n15\n\n \n\n120\n\n \n\n38\n\n \n\n18\n\n \n\n98\n\n \n\n37\n\nNorth Africa\n\n174\n\n \n\n1,626\n\n \n\n485\n\n \n\n177\n\n \n\n1,900\n\n \n\n540\n\n \n\n190\n\n \n\n2,039\n\n \n\n581\n\nAlgeria\n\n57\n\n \n\n232\n\n \n\n101\n\n \n\n56\n\n \n\n253\n\n \n\n104\n\n \n\n62\n\n \n\n249\n\n \n\n110\n\nEgypt\n\n62\n\n \n\n863\n\n \n\n227\n\n \n\n59\n\n \n\n1,071\n\n \n\n264\n\n \n\n67\n\n \n\n1,242\n\n \n\n305\n\nLibya\n\n54\n\n \n\n525\n\n \n\n155\n\n \n\n60\n\n \n\n568\n\n \n\n169\n\n \n\n59\n\n \n\n540\n\n \n\n162\n\nTunisia\n\n1\n\n \n\n6\n\n \n\n2\n\n \n\n2\n\n \n\n8\n\n \n\n3\n\n \n\n2\n\n \n\n8\n\n \n\n4\n\nSub-Saharan Africa\n\n108\n\n \n\n376\n\n \n\n180\n\n \n\n86\n\n \n\n342\n\n \n\n152\n\n \n\n84\n\n \n\n329\n\n \n\n147\n\nCongo\n\n24\n\n \n\n158\n\n \n\n55\n\n \n\n26\n\n \n\n149\n\n \n\n55\n\n \n\n36\n\n \n\n106\n\n \n\n56\n\nCôte d'Ivoire\n\n39\n\n \n\n38\n\n \n\n47\n\n \n\n17\n\n \n\n12\n\n \n\n20\n\n \n\n4\n\n \n\n1\n\n \n\n4\n\nGhana\n\n13\n\n \n\n103\n\n \n\n32\n\n \n\n12\n\n \n\n77\n\n \n\n26\n\n \n\n14\n\n \n\n76\n\n \n\n29\n\nNigeria\n\n32\n\n \n\n77\n\n \n\n46\n\n \n\n31\n\n \n\n104\n\n \n\n51\n\n \n\n30\n\n \n\n146\n\n \n\n58\n\nKazakhstan\n\n113\n\n \n\n203\n\n \n\n152\n\n \n\n109\n\n \n\n210\n\n \n\n149\n\n \n\n114\n\n \n\n216\n\n \n\n154\n\nRest of Asia\n\n94\n\n \n\n453\n\n \n\n181\n\n \n\n93\n\n \n\n415\n\n \n\n173\n\n \n\n85\n\n \n\n354\n\n \n\n153\n\nChina\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n1\n\n \n\n \n\n \n\n1\n\nIndonesia\n\n1\n\n \n\n386\n\n \n\n75\n\n \n\n1\n\n \n\n411\n\n \n\n80\n\n \n\n1\n\n \n\n343\n\n \n\n66\n\nIraq\n\n31\n\n \n\n \n\n \n\n31\n\n \n\n28\n\n \n\n \n\n \n\n28\n\n \n\n23\n\n \n\n \n\n \n\n23\n\nTimor Leste\n\n \n\n \n\n1\n\n \n\n \n\n \n\n \n\n \n\n2\n\n \n\n1\n\n \n\n \n\n \n\n7\n\n \n\n2\n\nTurkmenistan\n\n2\n\n \n\n55\n\n \n\n13\n\n \n\n6\n\n \n\n \n\n \n\n6\n\n \n\n6\n\n \n\n \n\n \n\n6\n\nUnited Arab Emirates\n\n60\n\n \n\n11\n\n \n\n62\n\n \n\n58\n\n \n\n2\n\n \n\n58\n\n \n\n54\n\n \n\n4\n\n \n\n55\n\nAmericas\n\n62\n\n \n\n33\n\n \n\n68\n\n \n\n59\n\n \n\n30\n\n \n\n64\n\n \n\n68\n\n \n\n45\n\n \n\n76\n\nMexico\n\n45\n\n \n\n14\n\n \n\n47\n\n \n\n25\n\n \n\n12\n\n \n\n27\n\n \n\n22\n\n \n\n13\n\n \n\n24\n\nUnited States\n\n17\n\n \n\n19\n\n \n\n21\n\n \n\n34\n\n \n\n18\n\n \n\n37\n\n \n\n46\n\n \n\n32\n\n \n\n52\n\nAustralia and Oceania\n\n \n\n \n\n21\n\n \n\n4\n\n \n\n \n\n \n\n13\n\n \n\n2\n\n \n\n \n\n \n\n36\n\n \n\n7\n\nAustralia\n\n \n\n \n\n21\n\n \n\n4\n\n \n\n \n\n \n\n13\n\n \n\n2\n\n \n\n \n\n \n\n36\n\n \n\n7\n\n \n\n578\n\n \n\n2,954\n\n \n\n1,143\n\n \n\n567\n\n \n\n3,257\n\n \n\n1,189\n\n \n\n588\n\n \n\n3,295\n\n \n\n1,218\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEni share of equity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAlgeria\n\n \n\n \n\n70\n\n \n\n14\n\n \n\n \n\n \n\n55\n\n \n\n11\n\n \n\n \n\n \n\n \n\n \n\n \n\nAngola\n\n79\n\n \n\n99\n\n \n\n97\n\n \n\n86\n\n \n\n76\n\n \n\n101\n\n \n\n85\n\n \n\n74\n\n \n\n100\n\nMozambique\n\n1\n\n \n\n113\n\n \n\n23\n\n \n\n1\n\n \n\n107\n\n \n\n21\n\n \n\n1\n\n \n\n88\n\n \n\n18\n\nNorway\n\n146\n\n \n\n331\n\n \n\n209\n\n \n\n114\n\n \n\n329\n\n \n\n176\n\n \n\n87\n\n \n\n244\n\n \n\n133\n\nTunisia\n\n2\n\n \n\n \n\n \n\n2\n\n \n\n2\n\n \n\n \n\n \n\n2\n\n \n\n2\n\n \n\n \n\n \n\n2\n\nUnited Kingdom\n\n25\n\n \n\n95\n\n \n\n43\n\n \n\n6\n\n \n\n24\n\n \n\n11\n\n \n\n \n\n \n\n \n\n \n\n \n\nVenezuela\n\n8\n\n \n\n289\n\n \n\n63\n\n \n\n7\n\n \n\n284\n\n \n\n61\n\n \n\n5\n\n \n\n279\n\n \n\n58\n\n \n\n261\n\n \n\n997\n\n \n\n451\n\n \n\n216\n\n \n\n875\n\n \n\n383\n\n \n\n180\n\n \n\n685\n\n \n\n311\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal\n\n839\n\n \n\n3,951\n\n \n\n1,594\n\n \n\n783\n\n \n\n4,132\n\n \n\n1,572\n\n \n\n768\n\n \n\n3,980\n\n \n\n1,529\n\n \n\n(a) It excludes production volumes of hydrocarbons consumed in operations. Said volumes were 134, 135 and 127 KBOE/d in 2025, 2024 and 2023, respectively.\n\n(b) Includes approximately 10 KBOE/d of production related to certain sanctioned joint‑venture partners.\n\n(c) Effective January 1, 2023, the conversion rate of natural gas from cubic feet to boe has been updated to 1 barrel of oil equivalent = 5,232 cubic feet of gas (it was 1 barrel of oil 5,263 cubic feet of gas). The effect of this update on production was 5 KBOE/d in the full year 2023.\n\n \n\n \n\n39\n\n[Table of Contents](#TOC_TableofContent)\n\nAnnual production available for sale (a)\n\n \n\n \n\n2025 (b)\n\n \n\n2024\n\n \n\n2023 (c)\n\n \n\nLiquids\n\n \n\nNatural gas\n\n \n\nHydrocarbons\n\n \n\nLiquids\n\n \n\nNatural gas\n\n \n\nHydrocarbons\n\n \n\nLiquids\n\n \n\nNatural gas\n\n \n\nHydrocarbons\n\n \n\n(mmBBL)\n\n \n\n(BCF)\n\n \n\n(mmBOE)\n\n \n\n(mmBBL)\n\n \n\n(BCF)\n\n \n\n(mmBOE)\n\n \n\n(mmBBL)\n\n \n\n(BCF)\n\n \n\n(mmBOE)\n\nEni consolidated subsidiaries\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nItaly\n\n9\n\n \n\n66\n\n \n\n22\n\n \n\n10\n\n \n\n61\n\n \n\n21\n\n \n\n10\n\n \n\n65\n\n \n\n23\n\nRest of Europe\n\n \n\n \n\n23\n\n \n\n4\n\n \n\n6\n\n \n\n66\n\n \n\n19\n\n \n\n7\n\n \n\n36\n\n \n\n13\n\nNetherlands\n\n \n\n \n\n22\n\n \n\n4\n\n \n\n \n\n \n\n22\n\n \n\n5\n\n \n\n \n\n \n\n \n\n \n\n \n\nUnited Kingdom\n\n \n\n \n\n1\n\n \n\n \n\n \n\n6\n\n \n\n44\n\n \n\n14\n\n \n\n7\n\n \n\n36\n\n \n\n13\n\nNorth Africa\n\n64\n\n \n\n593\n\n \n\n177\n\n \n\n65\n\n \n\n695\n\n \n\n198\n\n \n\n69\n\n \n\n744\n\n \n\n211\n\nAlgeria\n\n21\n\n \n\n85\n\n \n\n37\n\n \n\n20\n\n \n\n92\n\n \n\n38\n\n \n\n23\n\n \n\n91\n\n \n\n40\n\nEgypt\n\n23\n\n \n\n315\n\n \n\n83\n\n \n\n22\n\n \n\n392\n\n \n\n97\n\n \n\n24\n\n \n\n453\n\n \n\n111\n\nLibya\n\n20\n\n \n\n191\n\n \n\n56\n\n \n\n22\n\n \n\n208\n\n \n\n62\n\n \n\n21\n\n \n\n197\n\n \n\n59\n\nTunisia\n\n \n\n \n\n2\n\n \n\n1\n\n \n\n1\n\n \n\n3\n\n \n\n1\n\n \n\n1\n\n \n\n3\n\n \n\n1\n\nSub-Saharan Africa\n\n39\n\n \n\n137\n\n \n\n65\n\n \n\n32\n\n \n\n125\n\n \n\n56\n\n \n\n31\n\n \n\n120\n\n \n\n54\n\nCongo\n\n9\n\n \n\n57\n\n \n\n20\n\n \n\n10\n\n \n\n54\n\n \n\n20\n\n \n\n13\n\n \n\n39\n\n \n\n20\n\nCôte d'Ivoire\n\n14\n\n \n\n14\n\n \n\n17\n\n \n\n6\n\n \n\n5\n\n \n\n7\n\n \n\n2\n\n \n\n \n\n \n\n2\n\nGhana\n\n5\n\n \n\n38\n\n \n\n11\n\n \n\n4\n\n \n\n28\n\n \n\n10\n\n \n\n5\n\n \n\n28\n\n \n\n11\n\nNigeria\n\n11\n\n \n\n28\n\n \n\n17\n\n \n\n12\n\n \n\n38\n\n \n\n19\n\n \n\n11\n\n \n\n53\n\n \n\n21\n\nKazakhstan\n\n41\n\n \n\n74\n\n \n\n56\n\n \n\n39\n\n \n\n77\n\n \n\n54\n\n \n\n41\n\n \n\n79\n\n \n\n56\n\nRest of Asia\n\n35\n\n \n\n165\n\n \n\n66\n\n \n\n34\n\n \n\n152\n\n \n\n63\n\n \n\n31\n\n \n\n129\n\n \n\n56\n\nChina\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIndonesia\n\n1\n\n \n\n141\n\n \n\n27\n\n \n\n1\n\n \n\n150\n\n \n\n29\n\n \n\n \n\n \n\n125\n\n \n\n24\n\nIraq\n\n11\n\n \n\n \n\n \n\n11\n\n \n\n10\n\n \n\n \n\n \n\n10\n\n \n\n9\n\n \n\n \n\n \n\n9\n\nTimor Leste\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n1\n\n \n\n1\n\n \n\n \n\n \n\n3\n\n \n\n1\n\nTurkmenistan\n\n1\n\n \n\n20\n\n \n\n5\n\n \n\n2\n\n \n\n \n\n \n\n2\n\n \n\n2\n\n \n\n \n\n \n\n2\n\nUnited Arab Emirates\n\n22\n\n \n\n4\n\n \n\n23\n\n \n\n21\n\n \n\n1\n\n \n\n21\n\n \n\n20\n\n \n\n1\n\n \n\n20\n\nAmericas\n\n23\n\n \n\n12\n\n \n\n25\n\n \n\n21\n\n \n\n11\n\n \n\n24\n\n \n\n25\n\n \n\n17\n\n \n\n28\n\nMexico\n\n16\n\n \n\n5\n\n \n\n17\n\n \n\n9\n\n \n\n4\n\n \n\n10\n\n \n\n8\n\n \n\n5\n\n \n\n9\n\nUnited States\n\n7\n\n \n\n7\n\n \n\n8\n\n \n\n12\n\n \n\n7\n\n \n\n14\n\n \n\n17\n\n \n\n12\n\n \n\n19\n\nAustralia and Oceania\n\n \n\n \n\n8\n\n \n\n2\n\n \n\n \n\n \n\n5\n\n \n\n1\n\n \n\n \n\n \n\n13\n\n \n\n3\n\nAustralia\n\n \n\n \n\n8\n\n \n\n2\n\n \n\n \n\n \n\n5\n\n \n\n1\n\n \n\n \n\n \n\n13\n\n \n\n3\n\n \n\n211\n\n \n\n1,078\n\n \n\n417\n\n \n\n207\n\n \n\n1,192\n\n \n\n436\n\n \n\n214\n\n \n\n1,203\n\n \n\n444\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEni share of equity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAlgeria\n\n \n\n \n\n25\n\n \n\n5\n\n \n\n \n\n \n\n20\n\n \n\n4\n\n \n\n \n\n \n\n \n\n \n\n \n\nAngola\n\n29\n\n \n\n36\n\n \n\n36\n\n \n\n31\n\n \n\n28\n\n \n\n37\n\n \n\n31\n\n \n\n27\n\n \n\n36\n\nMozambique\n\n \n\n \n\n41\n\n \n\n8\n\n \n\n \n\n \n\n39\n\n \n\n8\n\n \n\n \n\n \n\n32\n\n \n\n7\n\nNorway\n\n53\n\n \n\n121\n\n \n\n76\n\n \n\n42\n\n \n\n120\n\n \n\n64\n\n \n\n32\n\n \n\n89\n\n \n\n49\n\nTunisia\n\n1\n\n \n\n \n\n \n\n1\n\n \n\n1\n\n \n\n \n\n \n\n1\n\n \n\n1\n\n \n\n \n\n \n\n1\n\nUnited Kingdom\n\n9\n\n \n\n35\n\n \n\n16\n\n \n\n2\n\n \n\n9\n\n \n\n4\n\n \n\n \n\n \n\n \n\n \n\n \n\nVenezuela\n\n3\n\n \n\n106\n\n \n\n23\n\n \n\n3\n\n \n\n104\n\n \n\n22\n\n \n\n2\n\n \n\n102\n\n \n\n21\n\n \n\n95\n\n \n\n364\n\n \n\n165\n\n \n\n79\n\n \n\n320\n\n \n\n140\n\n \n\n66\n\n \n\n250\n\n \n\n114\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal\n\n306\n\n \n\n1,442\n\n \n\n582\n\n \n\n286\n\n \n\n1,512\n\n \n\n576\n\n \n\n280\n\n \n\n1,453\n\n \n\n558\n\n \n\n(a) It excludes production volumes of hydrocarbons consumed in operations. Said volumes were 48.8, 49.3 and 46.2 mmBOE in 2025, 2024 and 2023, respectively.\n\n(b) Includes approximately 4 mmBOE of production related to certain sanctioned joint‑venture partners.\n\n(c) Effective January 1, 2023, the conversion rate of natural gas from cubic feet to boe has been updated to 1 barrel of oil = 5,232 cubic feet of gas (it was 1 barrel of oil = 5,263 cubic feet of gas). The effect of this update on production expressed in boe was approximately 2 mmboe for the full year of 2024.\n\n \n\n40\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nVolumes of oil and natural gas purchased under long-term supply contracts with foreign governments or similar entities in properties where Eni acts as producer were marginal in 2025 (17 KBOE/d and 33 KBOE/d in 2024 and 2023, respectively).\n\nThe tables below provide Eni subsidiaries and its equity-accounted entities’ average sales prices per unit of liquids and natural gas by geographical area for each of the last three fiscal years. In addition, Eni subsidiaries and its equity-accounted entities’ average production cost per unit of production are provided.\n\n($)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2023\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nConsolidated subsidiaries\n\nItaly\n\nRest of Europe\n\nNorth Africa\n\nSub-Saharan Africa\n\nKazakhstan\n\nRest of Asia\n\nAmericas\n\nAustralia and Oceania\n\nTotal\n\nOil and condensates, per BBL\n\n67.76\n\n72.77\n\n72.10\n\n81.79\n\n72.71\n\n80.19\n\n75.30\n\n54.02\n\n74.87\n\nNatural gas, per KCF\n\n13.67\n\n14.44\n\n6.93\n\n5.36\n\n0.74\n\n10.38\n\n3.22\n\n4.16\n\n7.28\n\nTotal hydrocarbons, per BOE\n\n69.80\n\n74.31\n\n48.60\n\n60.51\n\n54.01\n\n69.03\n\n68.89\n\n22.11\n\n56.23\n\nAverage production cost, per BOE\n\n16.36\n\n16.21\n\n4.86\n\n13.21\n\n5.12\n\n5.90\n\n18.22\n\n10.68\n\n7.84\n\nEquity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOil and condensates, per BBL\n\n \n\n79.33\n\n18.00\n\n75.26\n\n \n\n \n\n67.62\n\n \n\n76.60\n\nNatural gas, per KCF\n\n \n\n20.53\n\n9.69\n\n11.94\n\n \n\n \n\n5.22\n\n \n\n12.18\n\nTotal hydrocarbons, per BOE\n\n \n\n88.95\n\n19.31\n\n72.12\n\n \n\n \n\n30.76\n\n \n\n71.32\n\nAverage production cost, per BOE\n\n \n\n12.46\n\n10.09\n\n13.48\n\n \n\n \n\n1.00\n\n \n\n10.70\n\n2024\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nConsolidated subsidiaries\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOil and condensates, per BBL\n\n67.40\n\n75.00\n\n71.00\n\n78.66\n\n72.71\n\n76.97\n\n73.73\n\n \n\n73.61\n\nNatural gas, per KCF\n\n11.73\n\n10.20\n\n6.78\n\n5.75\n\n0.89\n\n11.09\n\n3.20\n\n4.38\n\n7.24\n\nTotal hydrocarbons, per BOE\n\n64.18\n\n59.88\n\n47.98\n\n59.22\n\n54.17\n\n68.33\n\n68.71\n\n22.95\n\n55.42\n\nAverage production cost, per BOE\n\n17.67\n\n19.22\n\n5.31\n\n12.02\n\n5.58\n\n6.73\n\n18.49\n\n29.33\n\n8.37\n\nEquity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOil and condensates, per BBL\n\n \n\n76.72\n\n20.98\n\n74.77\n\n \n\n \n\n68.12\n\n \n\n75.30\n\nNatural gas, per KCF\n\n \n\n12.99\n\n7.45\n\n9.95\n\n \n\n \n\n5.30\n\n \n\n9.48\n\nTotal hydrocarbons, per BOE\n\n \n\n73.54\n\n37.09\n\n68.67\n\n \n\n \n\n32.30\n\n \n\n64.15\n\nAverage production cost, per BOE\n\n \n\n11.23\n\n7.81\n\n15.03\n\n \n\n \n\n1.10\n\n \n\n10.71\n\n2025\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nConsolidated subsidiaries\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOil and condensates, per BBL\n\n57.73\n\n70.41\n\n60.94\n\n68.24\n\n62.14\n\n66.41\n\n62.90\n\n54.01\n\n63.51\n\nNatural gas, per KCF\n\n13.35\n\n12.21\n\n6.79\n\n6.78\n\n1.04\n\n9.59\n\n3.75\n\n4.32\n\n7.24\n\nTotal hydrocarbons, per BOE\n\n64.73\n\n64.58\n\n45.12\n\n56.04\n\n47.27\n\n59.61\n\n58.90\n\n23.22\n\n51.36\n\nAverage production cost, per BOE\n\n19.39\n\n23.99\n\n6.54\n\n10.63\n\n4.70\n\n7.01\n\n11.71\n\n16.96\n\n8.23\n\nEquity-accounted entities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOil and condensates, per BBL\n\n \n\n66.80\n\n34.60\n\n65.20\n\n \n\n \n\n56.91\n\n \n\n65.76\n\nNatural gas, per KCF\n\n \n\n13.00\n\n6.70\n\n9.98\n\n \n\n \n\n5.42\n\n \n\n9.67\n\nTotal hydrocarbons, per BOE\n\n \n\n67.21\n\n34.99\n\n61.00\n\n \n\n \n\n31.96\n\n \n\n59.40\n\nAverage production cost, per BOE\n\n \n\n10.71\n\n7.18\n\n17.42\n\n \n\n \n\n1.20\n\n \n\n11.03\n\n \n\nDevelopment well activity\n\n \n\nIn 2025, a total of 303 development wells were drilled (79.1 of which represented Eni’s share) as compared to 217 development wells drilled in 2024 (57.3 of which represented Eni’s share) and 165 development wells drilled in 2023 (83.6 of which represented Eni’s share).\n\nThe drilling of 184 development wells (36.5 of which represented Eni’s share) is currently underway.\n\n41\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe table below summarizes the number of the Company’s net interest in productive and dry development wells completed in each of the past three years and the status of the Company’s development wells in the process of being drilled as of December 31, 2025. A dry well is one found to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well.\n\n \n\nNet wells completed\n\n \n\nWells in progress at 31 Dec.\n\n(units)\n\n2025\n\n2024\n\n2023\n\n \n\n2025\n\n \n\nProductive\n\nDry\n\nProductive\n\nDry\n\nProductive\n\nDry\n\n \n\nGross\n\nNet\n\nItaly\n\n \n\n \n\n1.2\n\n \n\n1.0\n\n \n\n \n\n1.0\n\n0.5\n\nRest of Europe\n\n19.3\n\n \n\n3.8\n\n \n\n4.8\n\n \n\n \n\n15.0\n\n2.4\n\nNorth Africa\n\n23.8\n\n \n\n21.3\n\n0.5\n\n39.4\n\n \n\n \n\n14.0\n\n4.9\n\nSub-Saharan Africa\n\n8.7\n\n0.1\n\n9.2\n\n0.5\n\n5.6\n\n \n\n \n\n61.0\n\n11.9\n\nKazakhstan\n\n1.8\n\n \n\n1.2\n\n \n\n2.0\n\n \n\n \n\n2.0\n\n0.6\n\nRest of Asia\n\n18.4\n\n \n\n13.4\n\n \n\n22.9\n\n \n\n \n\n90.0\n\n16.2\n\nAmericas\n\n6.0\n\n \n\n6.2\n\n \n\n6.9\n\n \n\n \n\n1.0\n\n \n\nAustralia and Oceania\n\n1.0\n\n \n\n \n\n \n\n1.0\n\n \n\n \n\n \n\n \n\nTotal including equity-accounted entities\n\n79.0\n\n0.1\n\n56.3\n\n1.0\n\n83.6\n\n \n\n \n\n184.0\n\n36.5\n\n \n\nExploration well activity\n\n \n\nIn 2025, a total of 42 new exploratory wells were drilled (16.8 of which represented Eni’s share), as compared to 37 exploratory wells drilled in 2024 (15.0 of which represented Eni’s share) and 39 exploratory wells drilled in 2023 (21.6 of which represented Eni’s share).\n\nThe overall commercial success rate was 37.9% (42.2% net to Eni) as compared to 12.5% (12.8% net to Eni) and 34.5% (38% net to Eni) in 2024 and 2023, respectively.\n\nThe following table summarizes the Company’s net interests in productive and dry exploratory wells completed in each of the last three fiscal years and the number of exploratory wells in the process of being drilled and evaluated as of December 31, 2025. A dry well is one found to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well. For further information on the ageing of suspended wells see “Item 18 - Note 12 to the Consolidated Financial Statements.”\n\n \n\nNet wells completed\n\n \n\nWells in progress at Dec. 31\n\n(units)\n\n2025\n\n2024\n\n2023\n\n \n\n2025\n\n \n\nProductive\n\nDry\n\nProductive\n\nDry\n\nProductive\n\nDry\n\n \n\nGross\n\nNet\n\nItaly\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n1.0\n\n0.6\n\nRest of Europe\n\n0.9\n\n2.3\n\n \n\n1.9\n\n0.1\n\n0.4\n\n \n\n70.0\n\n18.6\n\nNorth Africa\n\n0.8\n\n2.3\n\n1.5\n\n4.6\n\n5.0\n\n6.2\n\n \n\n16.0\n\n10.7\n\nSub-Saharan Africa\n\n \n\n0.2\n\n0.1\n\n \n\n0.3\n\n0.9\n\n \n\n43.0\n\n21.0\n\nKazakhstan\n\n \n\n \n\n \n\n1.0\n\n \n\n \n\n \n\n \n\n \n\nRest of Asia\n\n1.8\n\n \n\n \n\n3.5\n\n0.9\n\n1.3\n\n \n\n9.0\n\n6.5\n\nAmericas\n\n \n\n \n\n \n\n \n\n \n\n1.4\n\n \n\n7.0\n\n4.6\n\nAustralia and Oceania\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n1.0\n\n0.3\n\nTotal including equity-accounted entities\n\n3.5\n\n4.8\n\n1.6\n\n11.0\n\n6.3\n\n10.2\n\n \n\n147.0\n\n62.3\n\n \n\nOil and gas properties, operations and acreage\n\n \n\nIn 2025, Eni performed its operations in thirty-three countries located in five continents. As of December 31, 2025, Eni’s mineral right portfolio consisted of 868 exclusive or shared rights of exploration and development oil and gas activities. Total acreage amounts to 205,562 square kilometers net to Eni (total acreage was 211,347 square kilometers net to Eni as of December 31, 2024). Developed acreage was 25,712 square kilometers and undeveloped acreage was 179,850 square kilometers net to Eni.\n\nIn 2025 new leases were purchased or awarded in Algeria, Egypt, Italy, Côte d'Ivoire, Norway and Tunisia for a total increase in acreage of approximately 21,200 square kilometers. Relinquishment for the year related mainly to China, Congo, Cyprus, Egypt, Mozambique, Norway, Timor Leste, the United Arab Emirates and Vietnam covering an acreage of approximately 21,250 square kilometers. Interest increases were reported mainly in Indonesia, Italy, Tunisia and the United Kingdom for a total acreage of approximately 350 square kilometers. Partial relinquishment was reported mainly in Côte d'Ivoire, Egypt, Indonesia, Italy, Timor Leste, the United Arab Emirates and the United Kingdom for approximately 6,085 square kilometers.\n\n42\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEni’s investment in developed and undeveloped acreage is comprised of numerous concessions, blocks and leases. The terms and conditions under which the Company maintains exploration and/or production rights to the acreage are property-specific, contractually defined and vary significantly from property to property. Work programs are designed to ensure that the exploration potential of any property is fully evaluated before expiration. In some instances, Eni may elect to relinquish acreage in advance of the contractual expiration date if the evaluation process is complete and there is not a business basis for extension. In cases where additional time may be required to fully evaluate acreage, Eni has generally been successful in obtaining extensions. The scheduled expiration of leases and concessions for undeveloped acreage over the next three years is not expected to have a material adverse impact on the Company.\n\nThe gross undeveloped acreages that will expire in the next three years are related to exploration leases, blocks, concessions in: (i) Rest of Europe, in particular in Cyprus, Albania, Netherlands, Norway and the United Kingdom; (ii) Rest of Asia, in particular in Indonesia, Timor Leste, Vietnam, Lebanon, Oman and the United Arab Emirates; (iii) North Africa, in particular in Egypt and Libya; (iv) Sub-Saharan Africa, in particular in Angola, Namibia, Congo, Ghana and Côte d'Ivoire; (v) Americas, in particular in Mexico; and (vi) Australia and Oceania, in particular in Australia. In most cases extension or renewal options are contractually defined and may or may not be exercised depending on the results of the studies and the planned activities. Management believes that a significant amount of acreage will be maintained following extension or renewal.\n\nThe table below provides certain information about the Company’s oil&gas properties. It provides the total gross and net developed and undeveloped oil and natural gas acreage in which the Group and its equity-accounted entities had interest as of December 31, 2025. A gross acreage is one in which Eni owns a working interest. \n\n \n\n43\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\nDecember 31, 2024\n\n \n\nDecember 31, 2025\n\n \n\nTotal\n\n \n\nNumber of\n\nGross developed\n\nGross undeveloped\n\nTotal gross\n\nNet developed\n\nNet undeveloped\n\nTotal net\n\n \n\nnet acreage (a)\n\n \n\ninterests\n\nacreage (a) (b)\n\nacreage (a)\n\nacreage (a)\n\nacreage (a) (b)\n\nacreage (a)\n\nacreage (a)\n\nEUROPE\n\n38,752\n\n \n\n480\n\n18,026\n\n59,109\n\n77,135\n\n8,557\n\n23,062\n\n31,619\n\nItaly\n\n7,797\n\n \n\n108\n\n7,134\n\n3,404\n\n10,538\n\n5,938\n\n2,900\n\n8,838\n\nRest of Europe\n\n30,955\n\n \n\n372\n\n10,892\n\n55,705\n\n66,597\n\n2,619\n\n20,162\n\n22,781\n\nAlbania\n\n587\n\n \n\n1\n\n \n\n477\n\n477\n\n \n\n477\n\n477\n\nCyprus\n\n13,988\n\n \n\n4\n\n \n\n14,020\n\n14,020\n\n \n\n7,466\n\n7,466\n\nNetherlands\n\n1,599\n\n \n\n35\n\n1,960\n\n2,177\n\n4,137\n\n833\n\n681\n\n1,514\n\nNorway\n\n10,174\n\n \n\n188\n\n5,907\n\n32,289\n\n38,196\n\n959\n\n8,187\n\n9,146\n\nUnited Kingdom\n\n4,607\n\n \n\n144\n\n3,025\n\n6,742\n\n9,767\n\n827\n\n3,351\n\n4,178\n\nAFRICA\n\n73,926\n\n \n\n284\n\n44,877\n\n231,695\n\n276,572\n\n12,110\n\n76,478\n\n88,588\n\nNorth Africa\n\n45,131\n\n \n\n157\n\n20,214\n\n161,671\n\n181,885\n\n8,143\n\n52,365\n\n60,508\n\nAlgeria\n\n8,095\n\n \n\n78\n\n10,858\n\n48,717\n\n59,575\n\n4,240\n\n17,069\n\n21,309\n\nEgypt\n\n10,205\n\n \n\n54\n\n4,433\n\n32,053\n\n36,486\n\n1,594\n\n10,855\n\n12,449\n\nLibya\n\n24,644\n\n \n\n14\n\n1,963\n\n78,085\n\n80,048\n\n958\n\n23,686\n\n24,644\n\nTunisia\n\n2,187\n\n \n\n11\n\n2,960\n\n2,816\n\n5,776\n\n1,351\n\n755\n\n2,106\n\nSub-Saharan Africa\n\n28,795\n\n \n\n127\n\n24,663\n\n70,024\n\n94,687\n\n3,967\n\n24,113\n\n28,080\n\nAngola\n\n9,456\n\n \n\n69\n\n10,688\n\n40,202\n\n50,890\n\n906\n\n8,515\n\n9,421\n\nCongo\n\n1,099\n\n \n\n11\n\n518\n\n1,320\n\n1,838\n\n265\n\n713\n\n978\n\nCôte d'Ivoire\n\n9,007\n\n \n\n12\n\n1,309\n\n11,874\n\n13,183\n\n676\n\n10,084\n\n10,760\n\nGhana\n\n502\n\n \n\n4\n\n226\n\n946\n\n1,172\n\n100\n\n402\n\n502\n\nMozambique\n\n3,260\n\n \n\n6\n\n719\n\n3,193\n\n3,912\n\n180\n\n736\n\n916\n\nNamibia\n\n1,145\n\n \n\n1\n\n \n\n5,386\n\n5,386\n\n \n\n1,145\n\n1,145\n\nNigeria\n\n4,327\n\n \n\n24\n\n11,203\n\n7,103\n\n18,306\n\n1,840\n\n2,518\n\n4,358\n\nASIA\n\n80,904\n\n \n\n36\n\n14,595\n\n129,039\n\n143,634\n\n3,832\n\n63,772\n\n67,604\n\nKazakhstan\n\n1,273\n\n \n\n6\n\n2,391\n\n2,505\n\n4,896\n\n442\n\n831\n\n1,273\n\nRest of Asia\n\n79,631\n\n \n\n30\n\n12,204\n\n126,534\n\n138,738\n\n3,390\n\n62,941\n\n66,331\n\nChina\n\n7\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIndonesia\n\n12,051\n\n \n\n10\n\n2,288\n\n14,850\n\n17,138\n\n1,926\n\n9,945\n\n11,871\n\nIraq\n\n446\n\n \n\n1\n\n1,074\n\n \n\n1,074\n\n446\n\n \n\n446\n\nLebanon\n\n610\n\n \n\n1\n\n \n\n1,742\n\n1,742\n\n \n\n610\n\n610\n\nOman\n\n9,037\n\n \n\n2\n\n \n\n11,256\n\n11,256\n\n \n\n9,037\n\n9,037\n\nQatar\n\n38\n\n \n\n1\n\n \n\n1,206\n\n1,206\n\n \n\n38\n\n38\n\nTimor Leste\n\n4,140\n\n \n\n2\n\n83\n\n4,032\n\n4,115\n\n33\n\n3,528\n\n3,561\n\nTurkmenistan\n\n180\n\n \n\n1\n\n200\n\n \n\n200\n\n180\n\n \n\n180\n\nUnited Arab Emirates\n\n16,658\n\n \n\n7\n\n8,559\n\n12,032\n\n20,591\n\n805\n\n8,335\n\n9,140\n\nVietnam\n\n15,245\n\n \n\n2\n\n \n\n12,886\n\n12,886\n\n \n\n10,229\n\n10,229\n\nOther Countries (c)\n\n21,219\n\n \n\n3\n\n \n\n68,530\n\n68,530\n\n \n\n21,219\n\n21,219\n\nAMERICAS\n\n8,336\n\n \n\n60\n\n1,923\n\n11,549\n\n13,472\n\n885\n\n7,437\n\n8,322\n\nMexico\n\n3,336\n\n \n\n10\n\n67\n\n5,165\n\n5,232\n\n67\n\n3,269\n\n3,336\n\nUnited States\n\n362\n\n \n\n39\n\n595\n\n154\n\n749\n\n321\n\n27\n\n348\n\nVenezuela\n\n1,066\n\n \n\n6\n\n1,261\n\n1,544\n\n2,805\n\n497\n\n569\n\n1,066\n\nOther Countries\n\n3,572\n\n \n\n5\n\n \n\n4,686\n\n4,686\n\n \n\n3,572\n\n3,572\n\nAUSTRALIA AND  OCEANIA\n\n9,429\n\n \n\n8\n\n328\n\n15,394\n\n15,722\n\n328\n\n9,101\n\n9,429\n\nAustralia\n\n9,429\n\n \n\n8\n\n328\n\n15,394\n\n15,722\n\n328\n\n9,101\n\n9,429\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal\n\n211,347\n\n \n\n868\n\n79,749\n\n446,786\n\n526,535\n\n25,712\n\n179,850\n\n205,562\n\n(a) Square kilometers.\n\n(b) Developed acreage refers to those leases in which at least a portion of the area is in production or encompasses proved developed reserves.\n\n(c) Includes exploration acreage in Russia that are expected to be relinquished.\n\n \n\nThe table below sets forth, as of December 31, 2025 and by main producing countries in each geographic area, Eni’s producing assets, the year in which Eni’s activities started (for acquired assets, the year corresponds to the acquisition date) and the Eni’s participating interest in each asset. The table does not include the assets held by the joint ventures and associates. In particular: (i) in Angola, the Azule Energy joint venture (Eni's interest 50%) holds interests in 17 blocks (of which 9 exploration blocks) and also in the Angola LNG JV and one exploration license in Namibia; (ii) in the United Kingdom, the Ithaca Energy joint venture (Eni’s interest 35.92%) holds interests in 39 production fields, of which 10 operated, located in the North Sea; (iii) in Norway, the Vår Energi associate (Eni's interest 63.1%) holds interests in 190 licences; (iv) in Mozambique, the Mozambique Rovuma Venture SpA joint venture (Eni's interest 35.71%) is the operator of the Area 4 production licence; (v) in Venezuela, where the Cardon IV (Eni's interest 50%), PetroSucre (Eni’s interest 26%) and PetroJunin (Eni’s interest 40%) joint ventures holds interests in the Perla, Corocoro and Junin 5 production fields, respectively; (vi) in Tunisia, where operate the Société Italo Tunisienne d’Exploitation Pétrolière (Eni’s interest 50%) joint venture; and (vii) in Algeria, where operate the E&E Touat BV joint venture (Eni’s interest 66%).\n\n \n\n44\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nITALY\n\nAdriatic and Ionian Sea: Cervia-Arianna (100%), Luna (100%), Barbara (100%), Emilio-Donata (100%), Clara NW (51%) and Hera Lacinia (100%)\n\n(1926)\n\nBasilicata Region: Val d'Agri (61%)\n\n \n\nSicily: Argo-Cassiopea (60%), Gela (100%), Giaurone (100%), Prezioso (100%) and Armatella (100%)\n\n \n\n \n\nREST OF EUROPE\n\n \n\nNetherlands\n\nF3 (58.96%), G-blocks (from 33.7% to 60%), K2b-A (56.62%), K9ab-B (35.43%), L12-L15 (from 30% to 30.23%), L10/K12 (from 15.56% to 49.29%), L5 hub (from 59.50% to 60%), Q13a-A (50%) and K6-D (5.78%)\n\n(2024)\n\n \n\n \n\nNORTH AFRICA\n\n \n\nAlgeria (a)\n\nSif Fatima II (49%), Berkine South (75%),  Block 404-208 (17,5%), Zemlet El Arbi (49%), Ourhoud II (49%), Blocks 403a/d (100%), Block ROM North (35%), Blocks 401a/402a (100%), Block 403 (50%), Block 405b (75%), In Amenas (45.89%) and In Salah (33.15%)\n\n(1981)\n\nEgypt (a)(b)\n\nSinai (Abu Madi, Sinai 12 Leases - 100%), Ras el Barr (Ha'py and Seth - 50%), South Ghara (South Ghara, Hilal, Shoab Ali - 25%), Alam El Shawish (Assil, Karam, Barq-Bahga, Magd - 25%), Shorouk (Zohr - 50%), Nile Delta (Abu Madi West/Nidoco, El Qar'NE - 75%), Meleiha (76%), North Port Said (Port Fouad - 100%), Temsah (Tuna, Temsah e Denise - 50%), Southwest Meleiha (SWM, SWM-4 -75%), Baltim (Baltim North, Baltim East, Baltim South -50%), North El Hammad Offshore (Bashrush - 37,5%) ed East Obayed (Faramid - 75%)\n\n(1954)\n\nLibya (a)\n\nOffshore contract areas: Area C (Bouri - 50%) and Area D (Block NC 41 - 50%)\n\n(1959)\n\nOnshore contract areas: Area A (former concession 82 - 50%), Area B (former concession 100/ Bu-Attifel and Block NC 125 - 50%), Area E (El-Feel - 33.3%) and Area D (Block NC 169 - 50%)\n\nTunisia\n\nAdam (30%), Oued Zar (50%) and Djebel Grouz (50%)\n\n(1961)\n\n \n\n \n\nSUB-SAHARAN AFRICA\n\n \n\nCongo\n\nNéné-Banga Marine and Litchendjili (Block Marine XII, 65%), Kitina (52%) and Yanga Sendji (29.75%)\n\n(1968)\n\nCôte d'Ivoire\n\nBaleine (47.25%)\n\n(2015)\n\nGhana\n\nOffshore Cape Three Points (44.44%)\n\n(2009)\n\nNigeria(c)\n\nOML 125 (100%) and OML 118 (15%)\n\n(1962)\n\n \n\n \n\n \n\nKAZAKHSTAN (a)\n\nKarachaganak (29.25%) and Kashagan (16.81%)\n\n(1992)\n\n \n\n \n\nREST OF ASIA\n\n \n\nIndonesia\n\nJangkrik (88.33%), Jangkrik North East (88.33%) Merakes (85%) and Merakes East (85%)\n\n(2001)\n\nIraq\n\nZubair (41.56%)(d)\n\n(2009)\n\nUnited Arab Emirates\n\nLower Zakum (5%), Umm Shaif and Nasr (10%) and Area B - Sharjah (50%)\n\n(2018)\n\nTurkmenistan\n\n(2008)\n\nBurun (90%)\n\n \n\n \n\nAMERICAS\n\n \n\nMexico\n\nArea 1 (100%)\n\n(2019)\n\nUnited States\n\nAllegheny (100%), Appaloosa (100%), Pegasus (100%), Longhorn (75%), Devils Towers (100%), Triton (100%), Europa (32%), Medusa (25%), Lucius (14.45%), Frontrunner (37.5%) and Heidelberg (12.5%)\n\n(1968)\n\n \n\n \n\n(a) In certain extractive initiatives, Eni and the host Country agree to assign the operatorship of a given initiative to an incorporated joint venture, a so‐called operating company. The operating company in its capacity as the operator is responsible of managing extractive operations. Those operating companies are not controlled by Eni.\n\n(b) Eni’s working interests (and not participating interests) are reported. This includes Eni’s share of costs incurred on behalf of the first party accordingly to the terms of PSAs inforce in the Country.\n\n(c) As partners of Renaissance Africa Energy Company Limited JV (RAEC JV; ex SPDC JV), Eni holds a 5% interest in 18 blocks.\n\n(d) Eni is leading a consortium of partners including Kogas and the national oil companies Missan Oil and Basra Oil within a Technical Service Contract as contractor.\n\n \n\n45\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe table below provides the number of gross and net productive oil and natural gas wells in which the Group companies and its equity-accounted entities had an interest as of December 31, 2025. A gross well is a well in which Eni owns a working interest. The number of gross wells is the total number of wells in which Eni owns a whole or fractional working interest. The number of net wells is the sum of the whole or fractional working interests in a gross well. One or more completions in the same borehole are counted as one well. Productive wells are producing wells and wells capable of production. The total number of oil and natural gas productive wells is 6,756.0 (2,120.4 of which represent Eni’s share).\n\nProductive oil and gas wells at Dec. 31, 2025 (a)\n\n(units)\n\nOil Wells\n\n \n\nNatural gas Wells\n\n \n\nGross\n\nNet\n\n \n\nGross\n\nNet\n\nItaly\n\n107.0\n\n94.8\n\n \n\n224.0\n\n193.7\n\nRest of Europe\n\n730.0\n\n113.5\n\n \n\n228.0\n\n54.8\n\nNorth Africa\n\n1,916.0\n\n823.5\n\n \n\n459.0\n\n186.5\n\nSub-Saharan Africa\n\n1,518.0\n\n164.2\n\n \n\n134.0\n\n13.0\n\nKazakhstan\n\n168.0\n\n45.2\n\n \n\n \n\n \n\nRest of Asia\n\n995.0\n\n304.2\n\n \n\n68.0\n\n25.4\n\nAmericas\n\n196.0\n\n92.3\n\n \n\n9.0\n\n5.3\n\nAustralia and Oceania\n\n \n\n \n\n \n\n4.0\n\n4.0\n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal including equity-accounted entities\n\n5,630.0\n\n1,637.7\n\n \n\n1,126.0\n\n482.7\n\n(a) Multiple completion wells included above: approximately 913 (240 net to Eni).\n\n \n\nEni’s exploration and production activities are subject to a broad range of laws and regulations. These cover virtually all aspects of exploration and production activities, including matters such as license acquisition, production rates, royalties, pricing, environmental protection, export, taxes and foreign exchange. The terms and condition of the leases, licenses and contracts under which these oil&gas interests are held vary from country to country. These leases, licenses and contracts are generally granted by or entered into with a government entity or state company and are sometimes entered into with private property owners. These contractual arrangements usually take the form of concession agreements or production sharing agreements:\n\n- Concession contracts are currently applied mainly in OECD countries and regulate relationships between States and oil companies with regards to hydrocarbon exploration and production activity. The company holding the mining concession has an exclusive right on exploration, development and production activities, sustaining all the operational risks and costs related to the exploration and development activities, and it is entitled to the productions obtained. As compensation for mineral concessions, it pays royalties on production (which may be in cash or in-kind) and taxes on profits from the exploitation of oil and gas concessions to each state in accordance with local tax legislation. Both exploration and production licenses are granted generally for a specified period of time (except for production licenses in the United States which remain in effect until production ceases): the term of Eni’s licenses and the extent to which these licenses may be renewed vary by area. Proved reserves to which Eni is entitled are determined by applying Eni’s share of production to total proved reserves of the contractual area, in respect of the duration of the relevant mineral right.\n\nIn Particular, Eni’s exploration and production activities are regulated by concession contracts or a similar scheme mainly in Italy, Ghana, Tunisia, the United Arab Emirates, the United Kingdom, the United States, certain assets in Nigeria, Angola and Australia. In Norway, Eni’s activities are regulated by Production Licenses (PL). According to a PL, the holder is entitled to perform seismic surveys and drilling and production activities for a given number of years with possible extensions.\n\n- Eni operates under Production Sharing Agreement (PSA) in several foreign jurisdictions mainly in countries in Africa, Middle East and Far East. The mineral right is awarded to the national oil company jointly with the foreign oil company that has an exclusive right to perform exploration, development and production activities and can enter into agreements with other local or international entities. In this type of contract, the national oil company assigns to the international contractor the task of performing exploration and production with the contractor’s equipment (technologies) and financial resources. Exploration risks are borne by the contractor and production is divided into two portions: “Cost Oil” is used to recover costs borne by the contractor and “Profit Oil” is divided between the contractor and the national company according to variable schemes and represents the profit deriving from exploration and production. Further terms and conditions of these contracts may vary from country to country. Pursuant to these contracts, Eni is entitled to a portion of a field’s reserves, the sale of which is intended to cover expenditures incurred by the Company to develop and operate the field. The Company’s share of production volumes and reserves representing the Profit Oil includes the share of hydrocarbons which corresponds to the taxes to be paid, according to the contractual agreement, by the national government on behalf of the Company. As a consequence, the Company has to recognize at the same time an increase in the taxable profit, through the increase of the revenues, and a tax expense. Proved reserves to which Eni is entitled under PSAs are calculated so that the sale of production entitlements should cover expenses incurred by the Group to develop a field (Cost Oil) and recognize the Profit Oil set contractually (Profit Oil).\n\n46\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nA similar scheme applies to some Service contracts.\n\nEni’s exploration and production activities are regulated by PSA or similar scheme in Algeria, Angola, China, Congo, Egypt, Indonesia, Libya, Mexico, Mozambique, Timor Leste in the JPDA area, Turkmenistan, certain assets in Nigeria, and Kazakhstan.\n\nDevelopment and production activities in Iraq are regulated by a technical service contract. This contractual scheme establishes an oil entitlement mechanism and an associated risk profile similar to those applicable to PSA.\n\nEni’s principal oil and gas properties are described below. For further information on main activities of the year see also “Significant business portfolio”. In the discussion that follows, references to hydrocarbon production are intended to represent hydrocarbon production available for sale.\n\nItaly\n\nEni’s activities in Italy are mainly deployed in the Adriatic and Ionian Seas, the Central Southern Apennines and mainland and offshore Sicily. Eni operates 23 onshore and 43 offshore productive concessions. In 2025, Italy accounted for approximately 4% of Eni’s total worldwide production of oil and natural gas.\n\nIn 2025, 30% of Eni’s domestic hydrocarbon production came from fields in the Adriatic and Ionian Seas, 45% from the Central Southern Apennines and approximately 25% from Sicily.\n\nIn the gas assets of the Adriatic and Ionian Seas, activities concerned: (i) the production start-up of new wells in the Cervia Mare (the Cervia field) and Fauzia concessions; (ii) the installation of a new compressor facility in the Falconara gas treatment plant; (iii) optimization activities at the Antonella platform; and (iv) a plug-and-abandon campaign for no longer productive wells, including those for the Ravenna CCS project, is ongoing.\n\nThe activities of the year in the Val d'Agri Concession concerned: (i) the filing of “Variazione Programma Lavori” to the relevant authorities for the development program of the northerner part of the field; and (ii) production optimization actions to mitigate production decline.\n\nWithin the development program of the Argo Cassiopea project in the Sicilian offshore, the activities of the year concerned: (i) the completion of the Cassiopea onshore plants; and (ii) the “Variazione Programma Lavori” for the Gemini development project have been submitted to the relevant authorities. In addition, activities have been launched to assess exploration potential of the permit nearby to the Argo Cassiopea concession, including the Panda discovery.\n\nThe cancellation of the PiTESAI in 2024 brought the legislative mining right (Titoli minerari) back to the original text, allowing in 2025 the total or partial reassignment of 10 exploration permits and 3 extension applications.\n\nIn addition, in compliance with EU Regulation 2024/1787 on the methane gas emissions reduction in the energy sector, activities to quantify methane emissions were completed and reported to the Italian Authority MASE (Ministero dell’Ambiente e della Sicurezza Energetica). This included fugitive emissions monitoring by means of Leak Detection and Repair type 2 for each operational site as well as for shut-in and abandoned wells.\n\nRest of Europe\n\nEni’s operations in the Rest of Europe are mainly conducted in the United Kingdom through Ithaca Energy, Norway through Vår Energi and the Netherlands. In 2025, the Rest of Europe accounted for 17% of Eni’s total worldwide production of oil and natural gas.\n\nNetherlands. The activities of the year concerned: (i) the Final Investment Decision (FID) of the L7-F gas development project, production start-up is expected in 2026; (ii) the drilling of the L10-M4 development well, with production expected in 2026.\n\nNorway. In 2025, an additional participation stake was acquired in the Ekofisk producing project in the PL018F development license and thus Vår Energi’s interest increased to approximately 52% in the Greater Ekofisk Area. The transaction is subject to the necessary approvals.\n\nDuring 2025, production start-up was achieved at: (i) the Johan Castberg oil field which includes the Skrugard, Havis and Drivis discoveries made between 2011 and 2014. The field will be producing for 30 years, with an expected production peak of 220 kbbl/d; (ii) the Balder-X oil field in Norwegian offshore with a peak production of about 80 kboe/d already reached during 2025; (iii) the Askeladd West gas field to ensure full capacity of the Hammerfest LNG plant in the next years.\n\nExploration activity yielded positive results with five commercial discoveries, in particular with: (i) the Vidsyn exploration well in the PL586 license in the Norwegian Sea; (ii) the Drivis Tubåen exploration well in the PL532 license in the Barents Sea nearby to the Johan Castberg field; (iii) the Goliat Ridge discoveries, adjacent to the Goliat producing field in the Barents Sea. Evaluation activities are underway for fast-track development; (iv) the F Sør exploration well in the PL090 license in the North Sea and of the Smørbukk Midt exploration well in the PL094 license in the Norwegian Sea, the latter already in production leveraging on the existing facilities in the area.\n\n47\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nUnited Kingdom. During 2025, the farm-in agreements were completed in: (i) the Seagull field with acquisition of 15% interest and in the Cygnus field with an additional stake acquisition of 46%; (ii) the Tobermory gas discovery to acquire 50% interest in the West of Shetland basin.\n\nDevelopment activities concerned: (i) production start-up of additional wells at the Captain, Cygnus and Seagull producing fields; (ii) production optimization activities in the J-Area project; and (iii) the development program of the Rosebank project.\n\nNorth Africa\n\nEni’s operations in North Africa are mainly conducted in Algeria, Egypt, Libya and Tunisia. In 2025, North Africa accounted for 31% of Eni’s total worldwide production of oil and natural gas.\n\nAlgeria. In 2025, Eni signed a petroleum contract with Sonatrach for the exploration and development of the Zemoul El Kbar area. The contract, with a duration of 30 years, covers a development and exploration area of about 4,200 square kilometers and includes neighboring assets previously under separate contracts. This new agreement follows the recent award, in the context of 2024 Algeria Bid Round, of the Reggane II block to Eni in partnership with PTTEP.\n\nDuring the year, an additional stake in the Touat license was acquired, increasing Eni's interest to 42.9%.\n\nDevelopment activities mainly concerned the start-up of new producing wells and production optimization activities by means of workover program and plant upgrading of existing facilities.\n\nEgypt. In 2025, Eni signed agreements with Cyprus and Egypt counterparties to develop gas reserves of the Block 6 offshore Cyprus, to be exported to international markets through Eni’s existing facilities located in Egypt. The agreements are an important milestone on the path to the sanctioning of the project, and they foresee treatment and liquefaction through the processing plants facilities of the Zohr field and the liquefaction capacity at the Damietta LNG plant.\n\nDevelopment activities mainly concerned: (i) production optimization and drilling activities in the Mediterranean offshore; and (ii) ongoing construction activities of the gas plant in the Western Desert area as provided by the development plan.\n\nIn 2025, Zohr production was optimized through activities of reservoir and network management. The drilling campaign performed in 2025 was successfully executed and new optimization opportunities are under definition for 2026.\n\nThe rights of Eni to produce at the Zohr Development Lease will expire in 2037.\n\nEni holds interest in the Damietta liquefaction plant with a capacity of 5.2 mmtonnes/y of LNG associated to approximately 283 bcf/y of feed gas.\n\nExploration activity yielded positive results in the Western Desert concessions. The discoveries were already put into production and achieving production ramp-up in the area.\n\nLibya. In 2025, Libya represented approximately 10% of the Group’s total production. In 2025, a relatively more stable sociopolitical environment than in previous years, allowed continuity to production operations and to develop projects sanctioned in 2023. Despite those developments, going forward, management continues to monitor Libya's geopolitical situation which is recognized as a source of risk and uncertainty to Eni's operations in the Country and related Group’s financial results. For further information on this matter, see “Item 3 – Risk factors – Political considerations”.\n\nThe rights of Eni to produce at its assets in Libya will expire in 2038 for Contract Areas C, in 2042 for Contract Area E, in 2043 for Contract Areas A, B and D-producing fields, in 2062 for Area D-new developments (A&E Structures).\n\nDevelopment activities mainly concerned: (i) in the Sabratha Compression project to support current production of the Bahr Essalam field, offshore activities advanced with the installation of the compression unit in the Sabratha platform; (ii) the Bouri Gas Utilization Project is ongoing as provided for the development plan, with start-up expected in 2026; and (iii) the drilling activities at the A&E Structures project as well as the construction activities of the Structure A platform were started.\n\nIn February 2026 Eni was awarded the O1 offshore exploration license through a consortium with another partner. Eni will be the operator.\n\nExploration activities yielded positive results in March 2026 with the Bahr Essalam South 2 (BESS 2) and Bahr Essalam South 3 (BESS 3) offshore discoveries. Their proximity to the Bahr Essalam field will ensure a fast-track development through tie-back to existing production facilities.\n\nTunisia. In 2025, Eni was awarded a 35% stake in the Sabeh concession.\n\nThe activities of the year mainly concerned: (i) the development activities of the Sabeh concession; (ii) a production optimization program in the Adam, MLD and El Borma concessions; and (iii) the start of development drilling activities in the Djebel Grouz concession.\n\nSub-Saharan Africa\n\nEni’s operations in Sub-Saharan Africa are conducted mainly in Congo, Côte d'Ivoire, Ghana, Mozambique, Nigeria and through Azule Energy in Angola and Namibia. In 2025, Sub-Saharan Africa accounted for 19% of Eni’s total worldwide production of oil and natural gas.\n\nAngola. In 2025, Azule signed a farm-out agreement to sell its 20% stake in Block 14 and 10% in Block 14K/A-IMI. The transaction is subject to approval by the relevant authorities.\n\n48\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn the year, production started at the Agogo Integrated West Hub project, in block 15/06, offshore Angola. The project consists in the development of two fields, Agogo and Ndungu, with an expected production plateau of 180 kboe/d. In February 2026 full-field production start-up was achieved at the Ndungu field, just six months after Agogo FPSO first oil.\n\nThe development activities concerned: (i) The NGC (New Gas Consortium) project to develop the Quiluma and Maboqueiro fields. The project, the first non-associated gas development in the country, completed the installation and commissioning of two offshore production platforms as well as the gas and condensate treatment and export plant to the A-LNG plant. The estimated production plateau is approximately 330 mmCF/d and 18 kbbl/d of condensates. First gas production into plant was reached in February 2026; (ii) the Greater PAJ project to develop the southern area of the two operated blocks 31 and 31/21. The project’s final approval by the partners is expected in 2026.\n\nThe exploration activity yielded positive results: (i) with the first dedicated gas exploration well, Gajajeira-01; and (ii) in February 2026, with the Algaita-01 oil well in the offshore Block 15/06.\n\nCongo. In March 2025, Eni and Vitol agreed on the economic terms of the possible farm-out of a 25% stake held by Eni in the Congo FLNG project. The closing of the transaction is subject to customary regulatory approvals and other conditions.\n\nDuring the year, Eni closed the divestment of onshore producing licenses in the country, in line with strategy of rationalizing the upstream portfolio.\n\nInaugurated the new Yasika logistics platform, a strategic infrastructure within the Phase 2 development program of the Congo LNG project. The platform supports the operations for the two floating liquefaction units: Tango FLNG (0.6 mmtonnes/year), which began production in December 2023, and Nguya FLNG (2.4 mmtonnes/year), with production start-up achieved at the end of 2025, marking the completion of the Phase 2 to enhance the gas potential of the Marine XII permit and to increase the production capacity to 3 MTPA.\n\nCôte d'Ivoire. Within Eni's strategy of optimizing its upstream portfolio by accelerating the monetization of exploration discoveries through the divestment of equity stakes, in September 2025 Eni finalized the sale of a 30% stake in the Baleine project to Vitol and in January 2026 Eni signed a binding agreement with SOCAR, the State Oil Company of the Republic of Azerbaijan, for the sale of an additional 10% stake in the project.\n\nIn October 2025, Eni signed an exploration contract for the CI-707 offshore block, geologically continuous with the nearby CI-205 block, where Eni announced the discovery of Calao in March 2024. This proximity offers an opportunity for future synergistic developments.\n\nThe development activities of the year included: (i) the completion of the Phase 2 project at the Baleine field; and (ii) the Phase 3 concept definition activities of the Baleine development program. The final investment decision (FID) is expected to be sanctioned in 2026. The Phase 3 project provides for increasing production capacity to an expected peak of 150 kbbl/d and approximately 200 mmCF/d of associated gas for domestic needs.\n\nExploration activity yielded positive results: (i) with the drilling of the Cachalot-1X well, which confirmed the eastern extension of the Baleine field; and (ii) in February 2026, with the offshore Murene South-1X gas and condensate well in the Block CI-501 (Eni operator with a 90% interest).\n\nGhana. In September 2025, Eni and its Offshore Cape Three Points (OCTP) project partners, Vitol and the Ghana National Petroleum Corporation (GNPC), signed a Memorandum of Intent with the Government of Ghana, finalized to the country’s oil and gas production increase and new sustainable initiatives. The collaboration focuses also on the evaluation of exploration activities and the new potential development of the Eban-Akoma field. In particular, the development project provides for the linkage to the existing facilities in the OCTP permit operated by Eni and was submitted for approval by the country's authorities at the end of 2025.\n\nDevelopment activities of the year mainly concerned the OCTP producing permit: (i) workover activities at the wells of the Sankofa East field; (ii) the debottlenecking activities of the non-associated gas system were completed and thus increasing capacity; and (iii) tenders were launched for awarding contracts of the linkage of the new GyeNyame non-associated gas well to existing FPSO.\n\nExploration yielded positive results with the Eban 2A well and thus marking the close of the appraisal campaign Eban-Akoma field in the Cape Three Points 4 block with the formalization to the Government.\n\nMozambique. Eni has been present in Mozambique since 2006, following the award of the exploration license of the offshore Area 4 Block where the discovery of Mamba and Coral are located. Following two separate transactions closed respectively in 2013 and in 2017, Eni retains a 25% indirect interest in the Area 4 concession.\n\nIn 2017, the concessionaries of Area 4 achieved the Final Investment Decision (FID) to develop the reserves of the Coral discovery, sanctioning the Coral South project, currently in production. The Coral Sul Floating Liquefied Natural Gas (FLNG) vessel is designed to treat, liquefy the gas and to store and export the LNG, with a capacity of approximately 3.4 mmtonnes/y of LNG, produced through six subsea wells.\n\n49\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn October 2025, Eni and its partners reached the Final Investment Decision (FID) to develop the Coral North FLNG project which will put in production the gas volumes from the northern part of Area 4 Coral gas reservoir. In January 2026, the sail away of the Coral North floating LNG was achieved, fully in line with the project schedule, with 3.6 MTPA production capacity, bringing the country's total LNG production to 7 MTPA. The project will leverage Eni’s fast-track approach and expertise from the Coral South project and is expected to achieve start-up at the end of 2028.\n\nNamibia. Exploration activity yielded positive results with the Sagittarius-1X gas and condensate well, the Capricornus-1X oil well as well as a further rich gas and condensate discovery at Volans-1X well. The appraisal campaigns planned in the Capricornus area and results of the production tests will be evaluated for possible integrated development projects.\n\nNigeria. In November 2025, Eni acquired an additional 2.5% stake in the Production Sharing Contract (PSC) OML 118, exercising its pre-emption right.\n\nIn March 2026, Eni signed an agreement between the Federal Government of Nigeria and Eni on the conversion of Oil Prospecting Licence 245 (OPL 245). The agreement includes the mutually satisfactory settlement of all claims related to OPL 245 and the discontinuation of the international arbitration proceeding; as a consequence, it allows the conversion of the existing license into two development licences, Petroleum Mining Leases (PML) 102 and 103, and two exploration licences, Petroleum Prospecting Leases (PPL) 2011 and 2012, to Nigerian Agip Exploration Limited (NAE) as operator, alongside its partners Nigerian National Petroleum Company Limited (NNPC) and Shell Nigeria Exploration and Production Company Limited (SNEPCO).\n\nThe development activities of the year concerned the Bonga North project in the OML 118 block, which includes the linkage of new subsea wells to the existing FPSO.\n\nEni holds a 10.4% stake in Nigeria LNG Ltd, which owns and runs the Bonny natural gas liquefaction plant in the Eastern Niger Delta. The plant has a production capacity of 22 mmtonnes/y of LNG associated, corresponding to approximately 1,270 BCF/y of feed gas. The natural gas supplies to the plant are currently provided under a gas supply agreement from the RAEC JV (ex SPDC JV), TEPNG JV and Oando Energy Resources Nigeria Limited JV. The volumes treated by the plant during 2025 amounted to approximately 830 BCF. LNG production is sold under long-term contracts in the United States, Asian and European markets by the Bonny Gas Transport fleet, wholly owned by Nigeria LNG Ltd and is sold FOB by means of the fleet owned by third parties.\n\nKazakhstan\n\nEni’s operations in Kazakhstan are performed at the Kashagan and the Karachaganak oilfields. In 2025, Kazakhstan accounted for 10% of Eni’s total worldwide production of oil and natural gas.\n\nKashagan. Eni holds a 16.81% working interest in the North Caspian Sea Production Sharing Agreement (NCSPSA). The NCSPSA defines terms and conditions for the exploration and development of the Kashagan field, that was discovered in the Northern section of the contractual area in the year 2000 in an area extending for 4,600 square kilometers. Management believes this field to contain a large amount of hydrocarbon resources, which are expected to be developed in phases. The NCSPSA expires in 2041.\n\nIn addition to Eni, the partners of the Consortium are the Kazakh national oil company, KazMunayGas, with a participating interest of 16.88%, the international oil companies TotalEnergies, Shell and ExxonMobil, each with a participating interest of 16.81%, CNPC with 8.33%, and Inpex with 7.56%.\n\nIn 2025, production at the Kashagan field averaged 67 KBBL/d of liquids and 62 mmCF/d of natural gas net to Eni. The liquid production is stabilized at the Bolashak plant and then marketed. Gas production is partly processed and sold to the national oil company, while the raw gas volumes (approximately 50%) is re-injected in the reservoir.\n\nDevelopment plans envisage a phased increase in the production capacity. The first development phase provides for a progressive increase up to 450 kbbl/d. The activities, sanctioned in 2020, include the upgrading of management capacity of associated gas by means of: (i) increasing gas reinjection capacity by upgrading existing facilities, which was completed in 2022; and (ii) installation of a new onshore treatment unit operated by a third party, currently under construction, for the remaining part of associated gas volumes.\n\nManagement believes that significant capital expenditure will be required in case the partners of the venture would sanction a second development phase and possibly other additional phases. Eni will fund those investments in proportion to its participating interest of 16.81%. However, taking into account that future development expenditures will be incurred over a long-term horizon, management does not expect any material impact on the Company’s liquidity or its ability to fund these capital expenditures.\n\nKarachaganak. Located onshore in West Kazakhstan, Karachaganak is a liquid and gas field. Operations are conducted by the Karachaganak Petroleum Operating consortium (KPO) and are regulated by a PSA that expires in 2037. Eni and Shell are cooperators of the venture. Eni’s interest in the Karachaganak project is 29.25%.\n\nIn 2025, production of the Karachaganak field averaged 46 KBBL/d of liquids and 141 mmCF/d of natural gas net to Eni. This field is producing liquids from the deeper layers of the reservoir. The gas is delivered (about 45%) to the Russian gas plant of Orenburg; management believes this transaction does not violate the current sanction regime imposed to Russia following the military invasion of Ukraine.\n\n50\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe remaining gas volumes are utilized for re-injection in the higher layers of the reservoir and as fuel gas. Almost the entire liquid production is stabilized at the Karachaganak Processing Complex (KPC) and exported to Western markets through the Caspian Pipeline Consortium (Eni’s interest 2%) and the Atyrau-Samara pipeline, this latter also a new route opened in 2023 leading to Germany.\n\nIn 2025 activities progressed with the installation of a sixth compression unit, last development phase, sanctioned in 2022. Start-up is expected in 2026.\n\nRest of Asia\n\nEni’s operations in the Rest of Asia are mainly conducted in Indonesia, Iraq, Turkmenistan and the United Arab Emirates. In 2025, Eni’s operations in the Rest of Asia accounted for approximately 11% of its total worldwide production of oil and natural gas.\n\nIndonesia. In November 2025, Eni signed an investment agreement with Petronas, Malaysian state-owned company, to establish a jointly controlled venture to combine the two partners’ gas-rich production and development assets of Indonesia and Malaysia. The new company will be a financially self-sufficient entity, able to generate operational and financial synergies to deliver one of the main players on the LNG market and plans to grow to 500 KBOE/d of production in the medium term. The transaction completion is subject to governmental, regulatory, and partner approval.\n\nIn May 2025, gas production start-up was achieved at the Merakes East field, in East Sepinggan block (Eni operator with an 85% interest) in the Kutei basin, offshore Indonesia, with initial rate of approximately 18 KBOE/d to Eni’s production.\n\nIn the year development activities concerned: (i) the definition of integrated project of the Geng North and Gehem fields within the North Hub development, in the Kutei area. These fields will be put into production by means of subsea wells, flowlines and a new FPSO. Natural gas will be treated by the FPSO and will be carried to onshore facilities linked to the East Kalimantan pipeline network. The production will be delivered to the Bontang LNG plant and exported; a part of gas production will be destined to fulfil domestic needs. The condensates production will be stabilized and stored by the FPSO and then lifted; (ii) the definition of the Gendalo and Gandang gas project (South Hub). The development program of two fields provides for the drilling of new subsea wells and the tie-back connection to existing facilities of the Jangkrik production fields; and (iii) the execution of the Maha project where two new subsea wells will be put into production by means of tie-back connection to existing facility of Jangkrik field.\n\nIn March 2026, Eni achieved the Final Investment Decisions (FIDs) for the Gendalo and Gandang gas project (South Hub) and for the Geng North and Gehem fields (North Hub), only 18 months after the approval of the Projects of Development (PODs) in 2024.\n\nExploration activities yielded positive results with: (i) the Konta-1 well in the Muara Bakau block with a significant gas and condensates discovery where a production test has been successfully performed. This discovery is nearby existing facilities of the Jangkrik production field, providing significant synergies for the development; and (ii) the Kadal-1 gas well in the East Ganal block (Eni’s interest 100%), with an option for a development program in synergy with the Maha project.  \n\nIraq. Activities comprised the execution of an additional development phase of the ERP (Enhanced Redevelopment Plan) at the Zubair field. Main facilities have already been installed. Ongoing development activities include programs to expand water availability to maintain adequate reservoir pressurization in the long term and to increase water treatment and re-injection capacity. In particular, at the end of 2025 it has been initiated the phased start-up of the Zubair Mishrif Expansion project. This project includes four oil treatment units for a total capacity of 200 KBOE/d to ensure the replacement of existing production facilities and an additional water injection capacity of 750 KBOE/d.\n\nIn addition, a program to achieve technical zero flaring by 2027 is being implemented.\n\nThe field reserves will be progressively put into production by drilling additional productive wells over the next few years and by means of the collection facilities expansion and the completion of the water reinjection wells.\n\nTurkmenistan. Development activities mainly concerned: (i) the drilling of nine infilling and peripheral wells; and (ii) the conversion of five wells to water injectors to maximize hydrocarbon recovery.\n\nUnited Arab Emirates. In June 2025, the new Production Concession license of the offshore Block 2 to develop the Waset field (Eni's interest 28%) was approved by the country's Authority.\n\nActivities of the year mainly concerned: (i) the development program of the Ghasha offshore concession (Eni's interest 10%) to put into production the Dalma, Hail and Ghasha fields. In particular, the Dalma Gas project is being finalized while activities progressed at the Hail & Gasha project, sanctioned in 2023, according to the development plan; and (ii) ongoing development activities to support the increasing production at the Lower Zakum and Um Shaif/Nasr concessions.\n\nAmericas\n\nEni’s operations in Americas are conducted mainly in Mexico, United States and Venezuela. In 2025, Eni’s operations in the Americas area accounted for approximately 8% of its total worldwide production of oil and natural gas.\n\nMexico. In 2025 Eni started the relinquishment of the Area 14 and Area 28 licenses in line with strategy of rationalizing the upstream exploration portfolio. Formalization process by the relevant Authorities is ongoing. Development activities of the Area 1 producing project concerned: (i) the drilling of five development wells; and (ii) ongoing infilling program to optimize hydrocarbons recovery\n\n51\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nUnited States. Activities of the year concerned production optimization at the Devil’s Tower operated field and at the Lucius and Europa non-operated fields.\n\nVenezuela. In 2025, Eni’s production of oil and natural gas averaged 63 KBOE/d and accounted for approximately 4% of Eni’s total production.\n\nThe political and economic crisis in Venezuela continued for years, influenced by the sanctions imposed by the US on exports crude oil targeting the Venezuelan government and the State oil Company PDVSA. Eni’s activities in the Country include the Perla offshore gas field, operated by the local joint venture Cardón IV SA, equally participated by Eni and other international oil company, where equity volumes of natural gas supplied to the national oil company of Venezuela. Other petroleum interests held by Eni in the Country comprise oil licenses in the Orinoco Belt, operated under the “Empresa Mixta” regime, where production is declining and their carrying amounts were fully impaired in prior years. Eni is exposed to credit exposure to recover its investment in Cardón IV due to the financial difficulties of PDVSA following the U.S. sanctions regime in force through 2025. However, in early 2026 certain developments were recorded in the relations between Venezuela and the United States, which are expected to improve the outlook for the country’s oil sector. These developments could, compared with the past, partially mitigate the uncertainty of the operating environment in relation to the recovery of Eni’s trade receivables from the state-owned oil company PDVSA and may give rise to potential business opportunities, subject to the evolution of the relevant regulatory and operating conditions. At the end of January 2026, the National Assembly approved a partial reform of the Organic Hydrocarbons Law which includes the renegotiation of existing oil contracts in relation to the Empresa Mixta regime, a new taxation system, and the proposal to strengthen legal safeguards for investment by introducing the possibility of resorting to independent mediation and arbitration mechanisms. In addition, the USA Authority issued “general licenses” enabling operations in the oil and gas sector in Venezuela by certain U.S. and European oil companies. Particularly significant is General License 50A, which broadly authorizes Eni to carry out transactions in the oil and gas sector in Venezuela that would otherwise be prohibited under the Venezuelan sanctions program (including those involving the Government of Venezuela, PDVSA, and its subsidiaries). These developments enhance the credit recovery outlook compared to the early scenario characterized by the US sanction regime on Venezuelan oil and gas sector.\n\nFor further information see Item 3 – Risk Factors and Item 18 - Notes on Consolidated Financial Statements.\n\nAustralia and Oceania\n\nEni’s operations in Australia and Oceania are mainly conducted in Australia.\n\nAustralia. Activities for the year concerned engineering studies for the development program of the Petrel field (Eni’s interest 100%, following acquisition of stake held by third parties closed in December 2025) located in the WA-6-R and NT/RL1 offshore blocks near to the Blacktip facilities where it will be linked. The project includes the drilling of two wells, the construction and installation of a platform and natural gas transport facility.  \n\nCapital expenditures\n\nSee “Item 5 – Liquidity and capital resources – Capital expenditures by segment”.\n\nDisclosure pursuant to Section 13(r) of the Exchange Act\n\nThe Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA) created a new subsection (r) in Section 13 of the Exchange Act which requires a reporting issuer to provide disclosure if the issuer or any of its affiliates engaged in certain enumerated activities relating to Iran, including activities involving the Government of Iran. In accordance with our general business principles and Code of Ethics, Eni seeks to comply with all applicable international trade laws including applicable sanctions and embargoes. The activities referred to below have been conducted outside the U.S. by non-U.S. Eni subsidiaries. For purposes of the disclosure below, amounts have been converted into U.S. dollars at the average or spot exchange rate, as appropriate. In 2017, Eni recovered certain overdue trade receivables owed by Iranian state-owned companies relating to the cost recovery of past projects in accordance with agreements signed in 2016, while the amounts of cost recovery not covered by such agreements were written down in Eni accounts in the following years. Eni is seeking to recover approximately $30 million of such remaining receivables in compliance with the applicable regulation and once certain administrative compliance procedures in the country are completed, subsequently allowing the de-registration of the local branch.\n\n52\n\n [Table of Contents](#TOC_TableofContent)\n\n \n\n[Global Gas & LNG Portfolio](#TOC) and Power\n\nCompetitive trends in the industries where the Company operates\n\nIn the Global Gas & LNG Portfolio business, Eni is facing strong competition in the European wholesale markets to sell gas to industrial customers, the thermoelectric sector and retail companies from other gas wholesalers, upstream companies, traders and other players. The results of Eni’s wholesale gas business are affected by global and regional dynamics of gas demand and supplies, as well as by the constraints of its portfolio of long-term, take-or-pay supply, whereby the Company is obligated to offtake minimum annual volumes of gas or in case of failure to pay the corresponding purchase price (see below). Due to the competitive nature of the business, sales margins tend to be small. We believe wholesale margins of gas will be negatively affected by competitive pressures in connection with an oversupplied global natural gas market and rising LNG flows, a structural decline in European consumption due to plant closures or relocations, energy saving measures introduced by the EU during the gas crisis of 2022 and by the expected growth of renewable sources of energy that will replace natural gas in supplying electricity to European markets in the medium term.\n\nThe results of the LNG business are mainly influenced by the global balance between demand and supplies, considering the higher level of flexibility of LNG with respect to gas delivered via pipeline.\n\nEni also engages in the business of producing gas-fired electricity that is largely sold in the wholesale market and in providing the service of peak-load capacity to the Italian grid. The business is exposed to competition from large players and other electricity producers, like renewables.\n\n[Global Gas & LNG Portfolio](#TOC)\n\nGlobal Gas & LNG Portfolio engages in the wholesale activity of supplying and selling natural gas via pipeline and LNG, and the international transport activity. It also comprises gas trading activities targeting both hedging and stabilizing the Group’s commercial margins and optimize the gas asset portfolio. In 2025, Eni’s worldwide sales of natural gas amounted to 43.72 BCM. Sales in Italy amounted to 21.00 BCM, while sales in European markets were 18.73 BCM that included 0.91 BCM of gas sold to certain importers to Italy.\n\nThe business results of operations in 2025 and its strategy are described in “Item 5 – Group results of operations” and “Item 5 – Management’s expectations of operations.”\n\nSupply of natural gas\n\nThe supply contracts which were intended to support Eni’s sales plan in Italy and in other European markets, provide take-or-pay clauses whereby the Company has an obligation to lift minimum, preset volumes of gas in each year of the contractual term or, in case of failure, to pay the whole price, or a fraction of that price, up to a minimum contractual quantity. Similar considerations apply to ship-or-pay contractual obligations which arise from contracts with transmission system operators or pipeline owners, which the Company has entered into to secure long-term transport capacity.\n\nIn 2025, Eni subsidiaries’ total supply of natural gas was 43.92 BCM, decreased by 7.13 BCM, or 14% compared to 2024. Gas volumes supplied outside Italy (38.73 BCM from consolidated companies), imported in Italy or sold outside Italy, represented approximately 89% of total supplies, decreased by 4.66 BCM, or 10.7% compared to the previous year, due to lower volumes purchased in Russia (down by 6.19 BCM), in Qatar (down by 1.76 BCM), in Libya (down by 0.45 BCM) and in the Netherlands (down by 0.40 BCM), partially offset by higher purchases in the UK (up by 0.44 BCM), in Indonesia (up by 0.42 BCM), in Congo (up by 0.25 BCM) and in Norway (up by 0.22 BCM). Supplies in Italy (5.19 BCM) reported a decrease of 32.2% from the full year 2024.\n\nIn 2025, gas supplies from Russia reduced to zero, decreasing by 6.19 BCM from the comparative period. In 2024 gas volumes were related to a long-term sale contract with Turkish company Botas, transported via the Eni-Gazprom jointly-operated Blue Stream pipeline through the Black Sea. This joint arrangement has expired at the end of 2025. Eni is evaluating the potential divestment of its interest in Blue Stream, which has minor contribution to the Group’s results and total assets.\n\n53\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe table below sets forth Eni’s purchases of natural gas by source for the periods indicated.\n\nNatural gas supply\n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(BCM)\n\nItaly (including LNG)\n\n5.19\n\n \n\n7.66\n\n \n\n5.71\n\nOutside Italy\n\n38.73\n\n \n\n43.39\n\n \n\n44.34\n\nAlgeria (including LNG)\n\n10.72\n\n \n\n10.70\n\n \n\n12.06\n\nNorway\n\n7.10\n\n \n\n6.88\n\n \n\n6.49\n\nIndonesia (LNG)\n\n2.28\n\n \n\n1.86\n\n \n\n1.56\n\nthe United Kingdom\n\n1.67\n\n \n\n1.23\n\n \n\n1.42\n\nthe Netherlands\n\n1.46\n\n \n\n1.86\n\n \n\n1.62\n\nQatar (LNG)\n\n1.15\n\n \n\n2.91\n\n \n\n2.91\n\nLibya\n\n0.96\n\n \n\n1.41\n\n \n\n2.52\n\nCongo (LNG)\n\n0.70\n\n \n\n0.45\n\n \n\n \n\nRussia\n\n0.00\n\n \n\n6.19\n\n \n\n6.16\n\nOther supplies of natural gas\n\n4.66\n\n \n\n6.80\n\n \n\n5.89\n\nOther supplies of LNG\n\n8.03\n\n \n\n3.10\n\n \n\n3.71\n\nTotal supplies of subsidiaries\n\n43.92\n\n \n\n51.05\n\n \n\n50.05\n\nWithdrawals from (input to) storage\n\n(0.20)\n\n \n\n(0.09)\n\n \n\n0.54\n\nNetwork losses, measurement differences and other changes\n\n0.00\n\n \n\n(0.08)\n\n \n\n(0.08)\n\nVolumes available for sale of Eni’s subsidiaries\n\n43.72\n\n \n\n50.88\n\n \n\n50.51\n\nTotal volumes available for sale\n\n43.72\n\n \n\n50.88\n\n \n\n50.51\n\n \n\nSales of natural gas\n\n \n\nEni is selling gas to wholesale markets in Italy and in a number of European countries. The wholesale market includes sales to large accounts (industrials and thermoelectric utilities) and on European spot markets.\n\n \n\nIn 2025, natural gas sales amounted to 43.72 BCM (including Eni’s own consumption, Eni’s share of sales made by equity-accounted entities), representing a decrease of 7.16 BCM, or 14.1% from the previous year. Sales in Italy (21.00 BCM) decreased compared to 2024, mainly due to lower volumes marketed in the wholesale sector and lower sales to hub. Sales in the European markets amounted to 17.82 BCM, decreased by 19.5% or 4.32 BCM from 2024 in particular in Turkey, following the termination of the gas sale contract on BlueStream at the end of 2024.\n\nSales to long-term buyers were 0.91 BCM, down by 27.8% compared to the previous year due to the lower availability of Libyan output.\n\nSales in the Extra European markets (3.99 BCM) increased by 0.91 BCM or 29.5% due to higher LNG volumes sold in the Asian markets.\n\nThe tables below set forth Eni’s sales of natural gas by principal market for the periods indicated.\n\nNatural gas sales by geographical area\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(BCM)\n\nWorldwide gas sales\n\n \n\n43.72\n\n \n\n50.88\n\n \n\n50.51\n\nItaly (including own consumption)\n\n \n\n21.00\n\n \n\n24.40\n\n \n\n24.40\n\nRest of Europe\n\n \n\n18.73\n\n \n\n23.40\n\n \n\n23.84\n\nOutside Europe\n\n \n\n3.99\n\n \n\n3.08\n\n \n\n2.27\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNatural gas sales by market\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n \n\n \n\n(BCM)\n\n \n\n \n\nITALY\n\n \n\n21.00\n\n \n\n24.40\n\n \n\n24.40\n\nWholesalers\n\n \n\n8.78\n\n \n\n11.01\n\n \n\n10.71\n\nItalian gas exchange and spot markets\n\n \n\n4.12\n\n \n\n5.94\n\n \n\n6.28\n\nIndustries\n\n \n\n1.98\n\n \n\n1.56\n\n \n\n1.50\n\nPower generation\n\n \n\n0.55\n\n \n\n0.51\n\n \n\n0.52\n\nOwn consumption\n\n \n\n5.57\n\n \n\n5.38\n\n \n\n5.39\n\nINTERNATIONAL SALES\n\n \n\n22.72\n\n \n\n26.48\n\n \n\n26.11\n\nRest of Europe\n\n \n\n18.73\n\n \n\n23.40\n\n \n\n23.84\n\nImporters in Italy\n\n \n\n0.91\n\n \n\n1.26\n\n \n\n2.29\n\nEuropean markets\n\n \n\n17.82\n\n \n\n22.14\n\n \n\n21.55\n\nIberian Peninsula\n\n \n\n3.58\n\n \n\n3.18\n\n \n\n2.75\n\nGermany/Austria\n\n \n\n3.47\n\n \n\n4.35\n\n \n\n3.35\n\nBenelux\n\n \n\n5.30\n\n \n\n3.63\n\n \n\n3.75\n\nUnited Kingdom/Northern Europe\n\n \n\n1.67\n\n \n\n1.23\n\n \n\n1.42\n\nTurkey\n\n \n\n0.20\n\n \n\n6.10\n\n \n\n6.90\n\nFrance\n\n \n\n3.60\n\n \n\n3.58\n\n \n\n3.31\n\nOther\n\n \n\n0.00\n\n \n\n0.07\n\n \n\n0.07\n\nExtra European markets\n\n \n\n3.99\n\n \n\n3.08\n\n \n\n2.27\n\nWORLDWIDE GAS SALES\n\n \n\n43.72\n\n \n\n50.88\n\n \n\n50.51\n\n \n\n54\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe LNG business\n\nEni LNG business can count currently on a portfolio of contracted long-term supplies mainly from: Qatar, Nigeria and Indonesia. In the plan period, Eni intends to develop its LNG business leveraging on the integration with the E&P segment and the valorization of the equity gas. Final markets of that gas include Europe and Asia. The business’s profitability will be also driven by enhancing the commercial presence in premium markets and continuing integration with trading activities.\n\nLNG sales\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(BCM)\n\nEurope\n\n \n\n8.1\n\n \n\n6.7\n\n \n\n7.3\n\nExtra European markets\n\n \n\n4.0\n\n \n\n3.1\n\n \n\n2.3\n\n \n\n \n\n12.1\n\n \n\n9.8\n\n \n\n9.6\n\n \n\nInternational transport\n\nEni has transport rights on a large European network of integrated infrastructures for transporting natural gas, which links key consumption markets with the main producing areas (Algeria, the North Sea, including the Netherlands and Norway, and Libya). Eni has contracted the transport capacity under ship-or-pay contracts, which are similar to take-or-pay contracts.\n\nThe main assets of Eni’s transport activities are provided in the table below.\n\nInternational Transport infrastructure Route\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLines\n\n \n\nTotal length\n\n \n\nDiameter\n\n \n\nTransport capacity\n\n \n\nCompression stations\n\n \n\n(units)\n\n \n\n(km)\n\n \n\n(inch)\n\n \n\n(BCM/y)\n\n \n\n(No.)\n\nTTPC (Oued Saf Saf-Cap Bon)\n\n2 lines of km 370\n\n \n\n740\n\n \n\n48\n\n \n\n34.3\n\n \n\n5\n\nTMPC  (Cap Bon-Mazara del Vallo)\n\n5 lines of 155\n\n \n\n775\n\n \n\n20/26\n\n \n\n33.5\n\n \n\n \n\nGreenStream (Mellitah-Gela)\n\n1 line of km 516\n\n \n\n516\n\n \n\n32\n\n \n\n11.5\n\n \n\n1\n\nBlue Stream  (Beregovaya-Samsun)\n\n2 lines of km 387\n\n \n\n774\n\n \n\n24\n\n \n\n16.0\n\n \n\n1\n\n \n\n International transport activities\n\nThe TTPC pipeline, 740 kilometer long, is made up of two lines that are each 370-kilometers long with a transport capacity of 34.3 BCM/y and five compression stations. This pipeline transports natural gas from Algeria across Tunisia from Oued Saf Saf at the Algerian border to Cap Bon on the Mediterranean coast where it links with the TMPC pipeline.\n\nThe TMPC pipeline for the import of Algerian gas is 775 - kilometers long and consists of five lines that are each 155-kilometers long with a transport capacity of 33.5 BCM/y. It crosses the Sicily Channel from Cap Bon to Mazara del Vallo in Sicily, the point of entry into the Italian natural gas transport system.\n\nThe GreenStream pipeline, jointly-owned with the Libyan National Oil Corporation, started operations in October 2004 for the import of Libyan gas produced at the Eni operated fields of Bahr Essalam and Wafa. It is 516-kilometers long with a transport capacity of 11.5 BCM/y crossing the Mediterranean Sea from Mellitah on the Libyan coast to Gela in Sicily, the point of entry into the Italian natural gas transport system.\n\nThe Blue Stream underwater pipeline (water depth greater than 2,150 meters) links the Russian coast to the Turkish coast of the Black Sea. This pipeline is 774 - kilometers long on two lines and has transport capacity of 16 BCM/y. It is part of a joint venture to sell gas produced in Russia on the Turkish market. Following the expiration of the joint arrangement, Eni is evaluating the potential divestment of its interest in Blue Stream, which has minor contribution to the Group’s results and total assets.\n\nSee \"Risks in connection with escalating tensions in the Middle East and conflict between Russia and Ukraine\" in the Risk factors section for further information.\n\n \n\n55\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nPower\n\nAs part of its marketing activities in Italy, Eni engages in selling electricity on the Italian market principally on the open market. Supplies of electricity include both own production volumes through gas-fired, combined-cycle facilities and purchases on the open market.\n\nPower sales in the open market\n\nIn 2025, power sales in the open market were 27.57 TWh, representing an increase of 3.8% compared to 2024 due to higher volumes marketed to the free market (up by 0.74 TWh) and to the power exchange (up by 0.40 TWh).\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(TWh)\n\nPower generation sold\n\n \n\n20.53\n\n \n\n20.16\n\n \n\n20.66\n\nTrading of electricity (a)\n\n \n\n7.04\n\n \n\n6.39\n\n \n\n6.64\n\nPower availability\n\n \n\n27.57\n\n \n\n26.55\n\n \n\n27.30\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPower sales in the open market (b)\n\n \n\n27.57\n\n \n\n26.55\n\n \n\n27.30\n\nof which: sales to third parties\n\n \n\n19.78\n\n \n\n18.86\n\n \n\n17.89\n\n \n\n(a) Include positive and negative imbalances (differences between power introduced in the grid and the one planned).\n\n(b) Data include intercompany sales.\n\n \n\nPower generation\n\nEnipower’s power generation sites are located in Brindisi, Ferrera Erbognone, Ravenna, Mantova, Ferrara and Bolgiano. As of December 31, 2025, installed operational capacity of Enipower’s power plants was approximately 5 GW. In 2025, thermoelectric power generation was 20.53 TWh, up by 0.37 TWh compared to 2024. Electricity trading (7.04 TWh) reported an increase of 0.65 TWh from 2024.\n\nSite\n\nTotal installed capacity in 2025 (a)\n\n \n\nTechnology\n\n \n\nFuel\n\n \n\n(MW)\n\n \n\n \n\n \n\n \n\nBrindisi\n\n1,268\n\n \n\nCCGT\n\n \n\ngas\n\nFerrera Erbognone\n\n1,052\n\n \n\nCCGT\n\n \n\ngas/syngas\n\nMantova\n\n851\n\n \n\nCCGT\n\n \n\ngas\n\nRavenna\n\n907\n\n \n\nCCGT/Peaker\n\n \n\ngas\n\nFerrara\n\n785\n\n \n\nCCGT\n\n \n\ngas\n\nBolgiano\n\n64\n\n \n\nPower station\n\n \n\ngas\n\nPhotovoltaic plants (b)\n\n0.2\n\n \n\nPhotovoltaic\n\n \n\nPhotovoltaic\n\n \n\n4,926\n\n \n\n \n\n \n\n \n\n(a) Data refer to 100% of the installed capacity.\n\n \n\n \n\n \n\n \n\n \n\n(b) Managed by EniPower Mantova\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPower generation\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\nPurchases\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNatural gas\n\n(mmCM)\n\n \n\n4,204\n\n \n\n4,078\n\n \n\n4,144\n\nOther fuels\n\n(ktoe)\n\n \n\n40\n\n \n\n139\n\n \n\n156\n\n- of which steam cracking\n\n \n\n \n\n17\n\n \n\n71\n\n \n\n85\n\nProduction\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nElectricity\n\n(TWh)\n\n \n\n20.53\n\n \n\n20.16\n\n \n\n20.66\n\nSteam\n\n(ktonnes)\n\n \n\n5,867\n\n \n\n6,761\n\n \n\n6,981\n\nInstalled generation capacity (*)\n\n(GW)\n\n \n\n4.9\n\n \n\n4.9\n\n \n\n4.9\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(*) Data refer to 100% of the installed capacity.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCapital expenditures\n\nSee “Item 5 – Liquidity and capital resources – Capital expenditures by segment”.\n\n \n\n56\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n[Enilive and Plenitude](#TOC)\n\nCompetitive trends in the industries where the Company operates\n\nEnilive is facing strong competition in the marketing of fuels to retail customers due to low product differentiation and customers’ sensitivity to prices at the pump. We are making investments to upgrade our service stations and to expand our offer to include biofuels and other energy vectors. Those investments are intended to retain our customers and to improve profitability by leveraging on cross-selling opportunities and the growing customers’ needs of having more products and services bundled with the refuelling.\n\nHowever, customers’ preferences may change very rapidly, and we are exposed to risks of losing customers and sales volumes in case our competitors adopt more aggressive pricing policies or more effective marketing strategies.\n\nPlenitude engages in the supply of gas and electricity to customers in the retail markets mainly in Italy, France, Spain, and other countries in Europe. Those markets have been almost fully liberalized. Customers include households, large residential accounts (hospitals, schools, public administration buildings, offices) and small and medium-sized businesses. The retail market is characterized by strong competition among selling companies which mainly compete in terms of pricing and the ability to bundle valuable services with the supply of energy commodity. Due to the commoditized nature of the business, the ability of residential customers to switch smoothly from one supplier to another and a low level of customer loyalty, management expects competition to significantly affect the business going forward.\n\nEnilive\n\nEnilive is engaged in the supply of biofeedstock, processing and production of biofuels in Italy (Venice and Gela biorefineries) and in the United States, with a 50% interest in the Chalmette biorefinery. In addition, Enilive is engaged in the offer of smart mobility solutions, including Enjoy car sharing, and the marketing and distribution of a wide range of products, including biogenic fuels such as HVO (Hydrotreated Vegetable Oil), bio-LPG and biomethane, hydrogen and electricity, as well as other oil products such as fuels, bitumen, and lubricants. The business also deals with wholesale operators, consisting mainly of resellers, industrial companies, service companies, public bodies and municipal companies, condominiums, operators in the agricultural and fishing sectors.\n\nThe business results of operations in 2025 and its strategy are described in “Item 5 – Group results of operations” and “Item 5 – Management’s expectations of operations”.\n\n \n\nOwnership share\n\n \n\nCapacity (2025)\n\n \n\nThroughput (2025)\n\n \n\n(%)\n\n \n\n(mmtonnes/y)\n\n \n\n(mmtonnes/y)\n\nWholly-owned biorefineries\n\n \n\n \n\n \n\n \n\n \n\nVenice\n\n100\n\n \n\n0.4\n\n \n\n0.23\n\nGela\n\n100\n\n \n\n0.7\n\n \n\n0.52\n\n \n\n \n\n \n\n \n\n \n\n \n\nPartially owned biorefineries\n\n \n\n \n\n \n\n \n\n \n\nChalmette\n\n50\n\n \n\n0.55\n\n \n\n0.41\n\nTotal biorefineries\n\n \n\n \n\n1.65\n\n \n\n1.16\n\nEnilive fully owns two biorefineries in Italy, specifically in Venice and Gela.\n\nIn Venice biorefinery biofuels production started in June 2014 from the conversion of the existing oil-based refinery. The biorefinery has a processing capacity of 0.4 mmtonnes/y, leveraging the Ecofining™ proprietary technology to transform biofeedstock (both vegetable oil and waste and residues) in hydrotreated bio-fuels. Capacity is expected to be increased to 0.6 million tonnes/year with biojet production (SAF) by 2027.\n\nGela biorefinery is based on the EcofiningTM conversion technology, developed by Eni, capable of converting vegetable oils and feedstock consisting of waste and residues, such as used cooking oils and animal fats, into HVO. The specifics of the plant, with a capacity of 0.7 million tons/year, together with a strong supply strategy, allow HVO to be produced in compliance with recent regulatory constraints in terms of reducing GHG emissions throughout the product life cycle. A Biomass Treatment Unit (BTU) allows to expand the range of raw materials to be treated by the plant and to process waste and residues such as animal fats and used cooking oil, replacing palm oil since the end of 2022. In January 2025, the biorefinery started the production of Sustainable Aviation Fuel (SAF) with a capacity of 400,000 tonnes/year.\n\n \n\n57\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEnilive and PBF Energy Inc. (PBF) own a 50% interest joint venture in St. Bernard Renewables LLC (SBR), an operational biorefinery co-located with PBF's Chalmette Refinery in Louisiana (USA). The biorefinery started with a processing capacity of approximately 1.1 million tonnes/year of feedstock (waste and residues and vegetable oils) with full pre-treatment capabilities. It mainly produces HVO Diesel using the Ecofining™ process developed by Eni in collaboration with Honeywell UOP.\n\nIn August 2025, LG-Eni BioRefining, the LG Chem and Enilive joint venture, started construction works for the South Korea’s first hydrotreated vegetable oil (HVO) and Sustainable Aviation Fuel (SAF) production plant in Seoul. The plant is scheduled for completion in 2027 and will annually process approximately 400 ktonnes of renewable bio-feedstock.\n\nIn September 2025, Eni started the authorization process to convert selected units at the Sannazzaro de’ Burgondi (Pavia) refinery into a biorefinery. The project is intended to convert the existing Hydrocracker (HDC2) unit, using Ecofining™ technology and constructing a pre-treatment unit for waste and residues, used by Enilive to produce HVO biofuels. The new biorefinery will have a processing capacity of 550 ktonnes/year, with flexibility to produce SAF-biojet and HVO diesel.\n\nIn November 2025, Pengerang Biorefinery Sdn. Bhd., the joint venture between Petronas, Enilive and Euglena, started the development of a new biorefinery in Pengerang (Malaysia). The biorefinery with a yearly processing capacity of up to 650 ktonnes of renewable feedstock, is projected to produce Sustainable Aviation Fuel (SAF), Hydrogenated Vegetable Oil (HVO) and bio-naphtha.\n\nIn 2025, biorefinery throughputs were 1.16 mmtonnes, increasing by 0.04 mmtonnes compared to 2024 (up by 4%), thanks to higher throughputs at Venice and Gela than in 2024, which was impacted by planned maintenance shutdowns.\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\nBio throughputs\n\n (ktonnes)\n\n1,157\n\n \n\n1,115\n\n \n\n866\n\nSold production of biofuels\n\n \n\n925\n\n \n\n982\n\n \n\n635\n\nAverage biorefineries utilization rate\n\n(%)\n\n78\n\n \n\n74\n\n \n\n72\n\n \n\nMarketing\n\nEnilive markets a wide range of refined petroleum products, primarily in Italy, through a widespread operated network of service stations, franchises, and other distribution systems.\n\nThe table below sets forth Eni’s sales of refined products by distribution channel for the periods indicated.\n\nOil products sales in Italy and outside Italy\n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(mmtonnes)\n\nItaly\n\n \n\n \n\n \n\n \n\n \n\nRetail\n\n5.54\n\n \n\n5.40\n\n \n\n5.32\n\nWholesale\n\n8.22\n\n \n\n9.90\n\n \n\n9.83\n\nOther sales\n\n2.61\n\n \n\n2.27\n\n \n\n2.71\n\nTotal sales in Italy\n\n16.37\n\n \n\n17.57\n\n \n\n17.86\n\nOutside Italy\n\n \n\n \n\n \n\n \n\n \n\nRetail\n\n2.27\n\n \n\n2.30\n\n \n\n2.20\n\nWholesale\n\n2.90\n\n \n\n2.86\n\n \n\n2.73\n\nTotal sales outside Italy\n\n5.17\n\n \n\n5.16\n\n \n\n4.93\n\n \n\n \n\n \n\n \n\n \n\n \n\nTOTAL SALES\n\n21.54\n\n \n\n22.73\n\n \n\n22.79\n\n \n\nIn 2025, sales of refined products (21.54 mmtonnes) decreased by 1.19 mmtonnes or 5.2% vs. 2024 as result of lower volumes marketed in Italy.\n\nRetail sales in Italy\n\nIn 2025, retail sales in Italy were 5.54 mmtonnes, up by 0.14 mmtonnes or 2.6% vs. 2024, benefiting from higher volumes of gasoline and diesel sold. Average gasoline and gasoil throughputs (1,451 kliters) were down by 6 kliters vs. 2024 (1,457 kliters).\n\nAs of December 31, 2025, Eni’s retail network in Italy consisted of 3,982 service stations, higher by 57 units from December 31, 2024 (3,925 service stations), resulting from the positive balance between new openings and contract terminations (+62 units), partially offset by closures in the owned and leased network (-5 units).\n\n \n\n58\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nRetail sales in the Rest of Europe\n\nRetail sales in the Rest of Europe were 2.27 mmtonnes, a slight decrease from 2024 (-1.3%) as a result of lower volumes sold mainly in Austria, Germany, France, and Switzerland, partially offset by the improved performance of the distribution network in Spain. At December 31, 2025, Eni’s retail network in the Rest of Europe consisted of 1,312 units, decreasing by 17 units from December 31, 2024, mainly due to reductions registered in Austria and Switzerland. Average throughput (2,140 kliters) decreased by 39 kliters compared to 2024 (2,179 kliters).\n\nOther businesses\n\nWholesale and other sales\n\nEnilive is strongly present in the wholesale market in Italy, including sales of diesel fuel for automotive use and for heating purposes, for agricultural vehicles and for vessels as well as sales of fuel oil. Major customers are other oil companies, resellers, agricultural users, manufacturing industries, public utilities and transports, as well as final users (transporters, condominiums, farmers, fishers, etc.). Enilive provides its customers with its expertise in the area of fuels with a wide range of products that cover all market requirements. Customer care and product distribution are supported by a widespread commercial and logistical organization presence throughout Italy articulated in local marketing offices and a network of agents and concessionaires.\n\nIn 2025, sales volumes on wholesale markets in Italy (8.22 mmtonnes) decreased by 17% from 2024, mainly due to lower product availability in specific geographical areas.\n\nWholesale sales outside Italy were 2.90 mmtonnes, up by 1.4% from 2024 particularly in France and Austria, partly offset by the reduction in Germany and Switzerland.\n\nOther sales in Italy and outside Italy (2.61 mmtonnes) increased by 0.34 mmtonnes or up by 15%.\n\nLPG\n\nThe LPG marketing activity in Italy is supported by production from Eni’s and Enilive’s refining system (bio-LPG), by product imports through the three coastal depots of Livorno, Naples, and Ravenna, and by Eni’s logistics network. Bottling is managed through five-year tolling contracts at third-party plants or at plants operated in Eni joint ventures. LPG is used as a fuel for heating systems as well as for automotive applications.\n\nLubricants\n\nEnilive operates three plants for the production of finished lubricants in Spain, Germany, and the Far East, one of which is run in partnership. With a product range consisting of more than 650 different blends, Enilive boasts one of the highest levels of know-how internationally in the formulation of products for both automotive applications (engine oils, specialty fluids, and transmission oils) and industrial uses (lubricants for hydraulic systems, gears, industrial machinery, and metalworking).\n\n \n\nIn Italy, Enilive SpA is also active in the marketing of additives produced at Eni Industrial Evolution SpA’s lubricant additive manufacturing plant in Robassomero (Turin). Enilive distributes its products in more than 80 countries through subsidiaries, licensing agreements, and distributors.\n\n \n\n59\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nPlenitude\n\nOverall, Eni, through Plenitude, supplies around 10 million retail clients (gas and electricity) in Italy and Europe. In particular, clients located all over Italy are 7.9 million.\n\nGas demand\n\nEni operates in a liberalized market where energy customers are allowed to choose the gas supplier and, according to their specific needs, to evaluate the quality of services and offers.\n\nGas and power sales to retail and business customers\n\nGas sales by market\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n \n\n(bcm)\n\nITALY\n\n \n\n \n\n3.64\n\n \n\n3.83\n\n \n\n4.11\n\nRetail  \n\n \n\n \n\n2.62\n\n \n\n2.71\n\n \n\n2.91\n\nBusiness\n\n \n\n \n\n1.02\n\n \n\n1.12\n\n \n\n1.20\n\nINTERNATIONAL SALES\n\n \n\n \n\n1.65\n\n \n\n1.68\n\n \n\n1.95\n\nEuropean markets:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nFrance\n\n \n\n \n\n1.22\n\n \n\n1.29\n\n \n\n1.54\n\nGreece\n\n \n\n \n\n0.30\n\n \n\n0.26\n\n \n\n0.26\n\nOther\n\n \n\n \n\n0.13\n\n \n\n0.13\n\n \n\n0.15\n\nRETAIL AND BUSINESS GAS SALES\n\n \n\n \n\n5.29\n\n \n\n5.51\n\n \n\n6.06\n\n \n\nIn 2025, retail and business gas sales, in Italy and European markets, amounted to 5.29 BCM, down by 0.22 BCM or 4% from 2024. Sales in Italy amounted to 3.64 BCM, a decrease of 5% (down by 0.19 BCM) compared to 2024, as a result of lower number of gas customers.\n\nSales in the European markets were 1.65 BCM, decreasing by 1.8% (down by 0.03 BCM) compared to 2024. Lower volumes were marketed mainly in France.\n\nIn Europe, Plenitude operates through the subsidiaries Eni Plenitude France S.A.S. (100% Plenitude interest) in France, Gas Supply Company of Thessaloniki (100% Plenitude interest) in Greece, Adriaplin doo (51% Plenitude interest) in Slovenia and Eni Plenitude Iberia SLU (100% Plenitude interest) in Spain and Portugal.\n\nIn 2025, retail and business power sales to end customers, managed by Plenitude and its subsidiary companies in France, Greece and Iberian Peninsula, amounted to 18.63 TWh, an increase of 2% from the full year 2024, benefitting from increasing volumes sold in the domestic market.\n\n60\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nRenewables\n\nEni is engaged in the renewable energy business (solar and wind) aiming at developing, constructing and managing renewable energy producing plants.\n\nEni’s targets in this business will be reached by leveraging on an organic development of a diversified and balanced portfolio of assets, integrated with selective asset acquisitions, as well as projects and national and international strategic partnerships.\n\n \n\n \n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n \n\n(TWh)\n\nEnergy production sold from renewable sources\n\n \n\n \n\n5.63\n\n \n\n4.67\n\n \n\n3.98\n\nof which:   photovoltaic\n\n \n\n \n\n3.29\n\n \n\n2.55\n\n \n\n1.74\n\nwind\n\n \n\n \n\n2.34\n\n \n\n2.12\n\n \n\n2.24\n\nof which: Italy\n\n \n\n \n\n1.45\n\n \n\n1.45\n\n \n\n1.53\n\noutside Italy\n\n \n\n \n\n4.18\n\n \n\n3.22\n\n \n\n2.45\n\n \n\nEnergy production from renewable sources amounted to 5.63 TWh in 2025 (of which 3.29 TWh photovoltaic and 2.34 TWh wind) up by 0.96 TWh, or 21% compared to 2024.\n\nThe increase in production compared to the previous year benefitted mainly from the start-up of organic projects and the contribution from acquired assets.\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(gigawatt)\n\nTotal installed capacity from renewables at period end\n\n \n\n5.8\n\n \n\n4.1\n\n \n\n3.0\n\nof which:   - photovoltaic (including installed storage capacity)\n\n \n\n74%\n\n \n\n71%\n\n \n\n64%\n\n- wind\n\n \n\n26%\n\n \n\n29%\n\n \n\n36%\n\n \n\n \n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(gigawatt)\n\nItaly\n\n \n\n1.1\n\n \n\n1.0\n\n \n\n1.0\n\nOutside Italy\n\n \n\n4.7\n\n \n\n3.1\n\n \n\n2.0\n\nUnited States\n\n \n\n1.7\n\n \n\n1.7\n\n \n\n1.3\n\nSpain\n\n \n\n1.6\n\n \n\n0.8\n\n \n\n0.4\n\nOther (Australia, France, Germany, Greece, Kazakhstan, UK)\n\n \n\n1.4\n\n \n\n0.6\n\n \n\n0.3\n\nTOTAL INSTALLED CAPACITY (INCLUDING INSTALLED STORAGE CAPACITY) *\n\n \n\n5.8\n\n \n\n4.1\n\n \n\n3.0\n\n \n\n* Installed storage capacity amounted to 272 MW, 221 MW and 21 MW in the 2025, 2024 and 2023, respectively.\n\n \n\nAt the end of 2025, the total installed capacity for the generation of energy from renewable sources amounted to 5.8 GW (100% Plenitude and including the storage capacity), up by 1.7 GW vs 2024 reflecting the organic development in Spain, the UK, Greece, Italy and Kazakhstan as well as the acquisitions in France and the USA.\n\nE-mobility\n\nOn the back of a mobility market experiencing a constant increase in the number of electric vehicles in circulation in Italy and in Europe, Plenitude disposes one of the largest and most widespread networks of public charging infrastructure for electric vehicles.\n\nAs of December 31, 2025, there are 22.8 thousand charging points distributed throughout Europe, in particular in Italy, France, Germany, Austria and Switzerland.\n\n61\n\n[Table of Contents](#TOC_TableofContent)\n\nRefining and Chemicals\n\nCompetitive trends in the industries where the Company operates\n\nEni’s oil refining business is exposed to structural headwinds of the industry due to muted trends in the European demand for fossil fuels, with expectations of long-term decline due to market penetration of electric vehicles and growing supplies of biofuels, refining overcapacity with new additions expected to come online in the next years or to become operational shortly and continued competitive pressure from players in the Middle East, the United States and Far East Asia. Those competitors can leverage on larger plant scale and cost economies, availability of cheaper feedstock and lower energy expenses. Eni’s refining business is incurring expenses for the purchase of allowances in connection with the emission of CO2 in its operations to comply with the requirements of the European ETS, which reduce the competitiveness of Eni’s fuels with respect to other jurisdictions that do not yet impose those charges to refiners. \n\nThe refining business is engaged in the processing of crude oil, production, storage and handling of petroleum products in Italy, Germany and the Middle East (through a 20% interest in ADNOC Refining).\n\nThe business results depend heavily on trends in refining margins, i.e. the spread between the cost of the oil feedstock and the price of the refined products obtained from the crude processing.\n\nEni’s chemical business is exposed to strong competition from well-established international players and state-owned petrochemical companies, considering the commoditized nature of most of the market segments where Eni’s chemicals business operates (such as the production of basic petrochemical products), whose demand is a function of macroeconomic growth. Many of these competitors based in the Far East and the Middle East have been able to benefit from cost economies due to larger plant scale, wide geographic moat, availability of cheap feedstock, lower energy prices and proximity to end markets. Petrochemical producers based in the United States have regained market share, as their cost structure has become competitive due to the availability of cheap feedstock deriving from the production of domestic shale gas from which ethane is derived, which is a cheaper raw material to produce ethylene than the oil-based feedstock utilized by Eni’s petrochemical subsidiaries. Finally, the running of petrochemicals operations in Europe is less competitive than other geographies due to relatively higher energy costs and environmental liabilities, as well as a growing consumers’ preference towards replacing single-use plastics with more sustainable packaging. The weak fundamentals of Eni’s mostly commoditized segments make them more sensitive to the cyclical nature of the industry and overcapacity.\n\n \n\nIn order to reduce Versalis’ exposure to basic chemicals Eni is implementing a transformation and upgrading plan with the aim to recover profitability. An investment plan is currently being executed to develop new chemical platforms in high value downstream activities such as renewables, circular and specialized products, while restructuring efforts are addressing exposure to basic chemicals. As part of the plan, during 2025, the two loss-making cracking units at Priolo and Brindisi were shut down indefinitely.\n\nRefining\n\nIn 2025, the Standard Eni Refining Margin reported an average of 7.3 $/barrel vs. 5.1 $/barrel reported in the comparative period. Refining margins increased driven mainly by more favorable middle distillate crack spreads leveraged by supply disruptions (outages and geopolitical risk) against a backdrop of refinery closures in the Atlantic Basin.\n\nSupply\n\nIn 2025, a total of 16.64 mmtonnes of crude were purchased for the directly supplied refineries by Eni (compared with 16.22 mmtonnes in 2024), of which 2.80 mmtonnes were by equity crude oil. The breakdown by geographic area was the following: 28% of purchased crude came from Central Asia, 26% from North Africa, 9% from West Africa, 8% from the Middle East, 8% from Italy, 4% from the North Sea, and 17% from other areas.\n\n62\n\n[Table of Contents](#TOC_TableofContent)\n\nRefining\n\nIn 2025, Eni refinery capacity (balanced with conversion capacity), excluding Adnoc equity-accounted refinery, was approximately 22.2 mmtonnes (equal to 444 KBBL/d), with a conversion index of 53%. The conversion index is a measure of refinery complexity. The higher the index, the wider the range of crude qualities and feedstock that a refinery is able to process thus enabling refineries to benefit from the cost economies arising from the discount – versus the benchmark – at which certain qualities of crude (particularly the heavy ones) may be supplied. Eni’s 100% owned refineries have a balanced capacity of 14.2 mmtonnes (equal to 284 KBBL/d), with a 55% conversion index. In 2025, Eni’s refinery throughputs in Europe on own account were 16.56 mmtonnes. The average refinery utilization rate, ratio between throughputs and refinery capacity, is 80%.\n\nRefining system in 2025\n\n \n\n \n\n \n\n \n\n \n\nOwnership share\n\nCapacity (2025)\n\n \n\n \n\n(%)\n\n(KBBL/d)\n\nItaly\n\n \n\n \n\n \n\nSannazzaro\n\nsubsidiary\n\n100\n\n180\n\nTaranto\n\nsubsidiary\n\n100\n\n104\n\nLivorno*\n\nsubsidiary\n\n100\n\n \n\nMilazzo\n\njoint-operation\n\n50\n\n100\n\nOutside Italy\n\n \n\n \n\n \n\nGermany**\n\n \n\n \n\n \n\nVohburg/Neustadt (Bayernoil)\n\njoint-operation\n\n20\n\n41\n\nSchwedt\n\nequity-accounted\n\n8.33\n\n19\n\nUnited Arab Emirates\n\n \n\n \n\n \n\nAdnoc Refinery\n\nequity-accounted\n\n20\n\n163\n\nTotal\n\n \n\n \n\n607\n\n* Traditional processing operations were shut down in order to convert the plant into a biorefinery.\n\n** Results of the refining activities in Germany are reported within Enilive business.\n\n \n\nItaly\n\nEni’s refining system in Italy is composed of the wholly-owned refineries of Sannazzaro, Livorno and Taranto, as well as its 50% stake in the Milazzo refinery in Sicily. Eni’s refineries operate to maximize asset value according to market conditions and the integration with marketing activities.\n\nThe Sannazzaro refinery has a balanced capacity of 180 KBBL/d and a conversion index of 54%. Located in the Po Valley, in the center of Northern Italy, Sannazzaro is one of the most efficient refineries in Europe. The high flexibility and conversion capacity of this refinery allows it to process a wide range of feedstock. The main equipment in the refinery is: two primary distillation columns and two associated vacuum units, three desulphurization units, a fluid catalytic cracker (FCC), two hydrocrackers (HdC), two reforming units, a gasification producing a syngas used in a combined cycle power generation. In January 2026, Eni reached the FID to convert one of the existing Hydrocracker unit, using Ecofining™ technology and to build a pre-treatment unit for waste and residues, used by Enilive to produce HVO biofuels. The new biorefinery will have a processing capacity of 550 ktonnes/year, with flexibility to produce SAF-biojet and HVO diesel.\n\nThe Taranto refinery has a balanced capacity of 104 KBBL/d and a conversion index of 56%. Taranto has a strong market position due to the fact that it is the only refinery in Southern Continental Italy and is upstream integrated with the Val d’Agri (Eni 61%) and Tempa Rossa fields in Basilicata through a pipeline. The main equipment is a topping-vacuum unit, a residue hydrocracking and a gasoil hydrocracking unit, a platforming unit and two desulphurization units.\n\nThe Livorno refinery shut down its traditional processing operations in order to convert the plant into a biorefinery. In 2024, Eni obtained the final investment decision and in 2025 signed a finance contract to support the conversion. The project includes the construction of new plants to produce hydrogenated biofuels, including a biogenic pre-treatment unit and a 500 ktonnes/year Ecofining™ plant.\n\nThe Milazzo refinery (Eni 50%) has a balanced capacity of 100 KBBL/d and a conversion index of 60%. Located in Sicily, Milazzo is mainly dedicated to export and to the supply of Italian coastal depots. The main equipment in the refinery is: two primary distillation columns and a vacuum unit, two desulphurization units, a fluid catalytic cracker (FCC), one hydrocracker (HdC), one reforming unit and one LC fining (ebullated bed residue conversion).\n\n63\n\n[Table of Contents](#TOC_TableofContent)\n\nRest of Europe\n\nIn Germany, Eni owns an interest of 8.33% in the Schwedt refinery (PCK) and an interest of 20% in the Vohburg and Neustadt refineries (Bayernoil). Eni’s refining capacity in Germany is 60 KBBL/d to supply Eni’s distribution network in the country.\n\nThe table below sets forth Eni’s sales of refined products by distribution channel for the periods indicated.\n\nAvailability of refined products                   \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(mmtonnes)\n\nItaly\n\n \n\n14.22\n\n \n\n13.76\n\n \n\n16.88\n\nof which: At wholly-owned refineries\n\n \n\n10.21\n\n \n\n10.58\n\n \n\n13.31\n\n At account of third parties\n\n \n\n(1.18)\n\n \n\n(1.50)\n\n \n\n(1.32)\n\n At affiliated refineries\n\n \n\n5.19\n\n \n\n4.68\n\n \n\n4.89\n\nOutside Italy*\n\n \n\n10.72\n\n \n\n10.45\n\n \n\n10.51\n\nTOTAL THROUGHPUTS ON OWN ACCOUNT\n\n \n\n24.94\n\n \n\n24.21\n\n \n\n27.39\n\n*Results of the refining activities in Germany are reported within Enilive business.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIn 2025, Eni’s refining throughputs on own account were 24.94 mmtonnes, increasing by 3% from 2024 following the higher processing in particular, the higher volumes processed in Milazzo and Sannazzaro, due to lower shutdowns compared to the comparative period, more than offset the lower volumes at the Livorno refinery following a new production structure. The refinery utilization rate, ratio between throughputs and refinery capacity, is 80%.\n\nApproximately 17% of processed crude was supplied by Eni’s Exploration & Production segment, representing a decrease from 2024 (31%).\n\nOther businesses\n\nLogistics\n\nEni is a leading operator in the Italian oil and refined products storage and transportation business.\n\nOil and refined products are transported: (i) by sea through spot and long-term contracts of tanker ships; and (ii) inland through a proprietary pipeline and depots network directly operated.\n\nIn particular, Eni owns and operates an integrated infrastructure consisting of 15 directly managed depots.\n\nEni also owns a network of oil and refined products pipelines extending approximately 1,200 kilometers operating. Eni logistic model is organized in four operational management units (Northern depots, Central depots, Southern depots and LPG and Pipeline) operating in handling and storage of the product flows in order to guarantee high safety, asset integrity and technical standards (HSE and asset integrity), as well as cost optimization and constant products availability along the country. Eni is also part of 7 different logistic joint ventures (Sigemi, Seram, Disma, Seapad, Toscopetrol, Porto Petroli Genova and Costiero Gas Livorno), together with other Italian operators, that operate other localized depots and pipelines.\n\nSecondary distribution is outsourced to independent trucks, selected as market leaders.\n\nOxygenates\n\nEni, through its subsidiary Ecofuel (100% Eni’s share), sells approximately 1 mmtonne/y of oxygenates, mainly ethers (approximately 1.6% of world demand, used as a gasoline octane booster) and methanol (mainly for petrochemical use). About 77% of oxygenates are produced in Eni’s plants in Italy (Ravenna), Saudi Arabia (in joint venture with Sabic) and Venezuela (in joint venture with Pequiven) and the remaining 23% is purchased.\n\n64\n\n[Table of Contents](#TOC_TableofContent)\n\nChemicals\n\nIn 2025, sales of chemical products amounted to 2,719 ktonnes, declining from 2024 (down by 450 ktonnes, or 14.2%), in particular, the main decreases were recorded in the chemicals area (olefines, aromatics and fenol derivatives) and in polymers (polyethylene, styrenics and elastomers).\n\nAverage sale prices of the intermediates business decreased by 4% overall from 2024, in line with the weakening of the European scenario.\n\nChemical production amounted to 4,105 ktonnes (down by 1,580 ktonnes vs. 2024) and was affected by lower production of intermediates (down by 1,347 ktonnes), particularly olefins, following the shutdown of the cracking plants in Brindisi and Priolo.\n\nThe average plant utilization rate, calculated on nominal capacity, was 49%, down 1.3 percentage points compared to the previous year.\n\nThe table below sets forth Eni’s main chemical products availability for the periods indicated.\n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(ktonnes)\n\nIntermediates\n\n2,504\n\n \n\n3,851\n\n \n\n3,877\n\nPolymers\n\n1,321\n\n \n\n1,559\n\n \n\n1,658\n\nBiochem\n\n207\n\n \n\n206\n\n \n\n57\n\nMoulding & Compounding\n\n73\n\n \n\n69\n\n \n\n71\n\nTotal production\n\n4,105\n\n \n\n5,685\n\n \n\n5,663\n\nConsumption losses\n\n(2,359)\n\n \n\n(3,106)\n\n \n\n(3,247)\n\nPurchases and change in inventories\n\n973\n\n \n\n590\n\n \n\n701\n\nChemical products availability\n\n2,719\n\n \n\n3,169\n\n \n\n3,117\n\n \n\nThe table below sets forth Eni’s main chemical products sales for the periods indicated.\n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(ktonnes)\n\nIntermediates\n\n1,432\n\n \n\n1,720\n\n \n\n1,651\n\nPolymers\n\n1,082\n\n \n\n1,255\n\n \n\n1,350\n\nOilfield  chemicals\n\n25\n\n \n\n14\n\n \n\n21\n\nBiochem\n\n110\n\n \n\n116\n\n \n\n28\n\nMoulding & compounding\n\n70\n\n \n\n64\n\n \n\n67\n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal sales\n\n2,719\n\n \n\n3,169\n\n \n\n3,117\n\n \n\n65\n\n[Table of Contents](#TOC_TableofContent)\n\nRevenues from the Biochemistry business, amounting to €279 million, were mainly generated by Novamont (€271 million) and the Crescentino plant (€8 million). Compared to 2024, the Novamont Group reported a reduction in both sales volumes (-7.4%) and revenues.\n\nRevenues from the Moulding & Compounding business, amounted to €267 million and were broken down into moulding activities for €83 million, compounding for €72 million, and cable & wire activity for €112 million.\n\nRevenues from the oilfield chemicals business amounted to €90 million, an increase of 15.4% compared to 2024, mainly attributable to growth in sales volumes (+78.6%), partially offset by stable sales prices.\n\nRevenues from polymers (€1,633 million) decreased by 17.4% compared to 2024, impacted by lower sales volumes (-173 ktonnes) and lower average sales prices (-3%), partly offset by the increase in sales volumes recorded in the styrene business (+30%).\n\nIn 2025, following the shutdown of the Brindisi and Priolo crackers, both production (-35%) and sales (-17%) reported  a reduction compared to 2024.\n\nCapital expenditures\n\nSee “Item 5 – Liquidity and capital resources – Capital expenditures by segment”.\n\n \n\n66\n\n[Table of Contents](#TOC_TableofContent)\n\n  \n\n[Corporate and Other activities](#TOC)\n\nThese activities include the following businesses:\n\n \n\n●\n\nthe “Other activities” segment comprises results of operations of Eni’s subsidiary Eni Rewind (former Syndial SpA) which runs reclamation and decommissioning activities pertaining to certain businesses which Eni exited, divested or shut down in past years; and\n\n \n\n●\n\nthe “Corporate and financial companies” segment comprises results of operations of Eni’s headquarters and certain Eni subsidiaries engaged in treasury, finance and other general and business support services. Eni’s headquarters is a department of the parent company Eni SpA and performs Group strategic planning, human resources management, finance, administration, information technology, legal affairs, international affairs and corporate research and development functions. It also includes the results of the CO2 Capture, Storage and Utilisation and Agri-business, which is under development.\n\n \n\nThrough Eni’s subsidiaries Banque Eni SA, Eni International BV, Eni Finance USA Inc and Eni Insurance DAC, Eni carries out cash management activities, administrative services to its foreign subsidiaries, lending, factoring, leasing, financing Eni’s projects around the world and insurance activities, principally on an intercompany basis. Eni Servizi, Eni Corporate University, AGI and other minor subsidiaries are engaged in providing Group companies with diversified services (mainly services including training, business support, real estate and general purposes services to Group companies). Management does not consider Eni’s activities in these areas to be material to its overall operations.\n\nSeasonality\n\nEni’s results of operations reflect the seasonality in demand for natural gas and certain refined products used in residential space heating, the demand for which is typically highest in the first quarter of the year, which includes the coldest months and lowest in the third quarter, which includes the warmest months. Moreover, year- to-year comparability of results of operations is affected by weather conditions affecting demand for gas and other refined products in residential space heating. In colder years, which are characterized by lower temperatures than historical average temperatures, demand for gas and products is typically higher than normal consumption patterns, and vice versa.\n\n \n\n67\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n[Research and development](#TOC)\n\nEni’s research and technological innovation constitute a structural component of its business model and a key enabler of the energy transition. They support reliable and efficient access to new energy resources, enhance the performance of existing assets and contribute to the progressive reduction of environmental impact. In 2025, Eni invested €207 million in scientific research and technological innovation (€178 million in 2024), of which approximately €165 million, equal to around 80 percent (as in 2024), allocated to process decarbonization, circular economy initiatives, renewable energy and magnetic confinement fusion.\n\n \n\nProcess decarbonization remains a primary focus, encompassing technologies for CO2 reduction, capture, utilization and storage, improvements in energy efficiency and the promotion of low carbon energy carriers. Circularity and bio-based solutions represent another core direction, with initiatives aimed at minimizing waste, increasing recycling and reuse, and converting residual streams into value-added products for biorefineries, sustainable mobility and bio-based chemicals. At the same time, Eni advances renewable energy systems, storage solutions and breakthrough technologies, while pursuing operational excellence through innovations that increase efficiency and safety, reduce environmental footprint and shorten development cycles.\n\n \n\nOpen innovation, venture capital, venture building and technology insourcing have complemented internal research, reinforcing Eni’s ability to capture external innovation and accelerate its industrial deployment. This integrated and cross-functional approach enhances value creation by reducing time to market and by positioning innovation as a transversal lever across all business lines, from upstream to downstream, including biorefineries and new energy production models.\n\n \n\nIn 2025, Eni filed 42 patent applications (39 in 2024).\n\n \n\n68\n\n[Table of Contents](#TOC_TableofContent)\n\n  \n\nResearch and Development in Eni is characterized by three main factors: in-house expertise, Open Innovation model and development of the entire technology chain. About 1,000 researchers are engaged in research activities, with expertise ranging from upstream to downstream, from renewables to the environment. This knowledge base is complemented by a network of 70 national and international universities and research centers and becomes even more effective with an opening to the market and to startups, both in Italy and abroad, through Joule (startup accelerator) and Eni Next (Corporate Venture Capital).\n\n \n\nEni’s approach in research and development is aimed at enhancing the entire technology value chain: thorough identification of a portfolio of technology solutions to be provided to the business, to meet the challenges of an evolving world with important decarbonization goals, and the definition of an approach to accelerating the industrial deployment of technologies, also through financial instruments or specific vehicles, such as the setup of Eniverse, Eni corporate venture building company.\n\n \n\nIn this way, Eni Innovation follows all stages of the process: while we develop proprietary technologies already applicable to our businesses to increase efficiency, we continue to support the search for innovative solutions for business of tomorrow and to make access to energy resources more efficient and sustainable, contributing to the reduction of the carbon footprint. The company adopts a synergistic approach, involving all its expertise to address the challenges of an energy sector in constant evolution.\n\n \n\nOne of the key areas of interest is CCUS (Carbon Capture, Utilization, and Storage), with the goal of covering the entire carbon chain: from capture to transport, storage, and utilization. In particular, the focus is on the capture phase, where we are evaluating different technological solutions to increase process efficiency.\n\n \n\nAnother key aspect is the development of bio-based and low-carbon products. The goal is to replace, or at least integrate, fossil raw materials with renewable or biologically sourced resources, in order to produce fuels and other materials with lower emissions.\n\n \n\nAt the same time, the company is committed to improving renewable energies and storage systems. Research focuses on optimizing solar and wind energy technologies, also evaluating new renewable sources and developing advanced systems to ensure stable and continuous supply. Regarding storage, studies aim to enhance the performance of batteries and thermal storage systems, to better integrate them into existing grids.\n\n \n\nEni's innovation also extends to bio-based, circular, compounding, and polymer materials, with a significant commitment to creating more sustainable materials for sectors such as packaging, automotive, and construction. Finally, the focus is also on the research of advanced polymers, designed to address the challenges of electric mobility, renewable energy, and lightweight materials for innovative structures.\n\n \n\nAnother pillar of the strategy is environmental and water resource management, as we invest in innovative solutions for soil remediation and the sustainable management of water, a key element of the energy transition. One of the main objectives is the reuse of wastewater, thus contributing to the circular management of water resources.\n\n \n\nIn the field of fusion, research focuses on the development of innovative materials capable of withstanding extreme conditions and optimizing the systems necessary for the efficient and safe operation of future reactors. The goal is to improve the performance and reliability of these technologies, contributing to the progress of a possible sustainable energy source for the future.\n\n \n\nFinally, we work towards operational excellence, developing solutions to improve safety, reliability, and sustainability of industrial activities. The strategy includes the adoption of advanced technologies for plant monitoring, predictive maintenance, and energy consumption optimization. Furthermore, decarbonization is at the heart of corporate initiatives, with the integration of carbon capture and storage solutions and the increasing use of renewable sources throughout the entire energy value chain.\n\n \n\n69\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n[Insurance](#TOC)\n\nIn order to control the insurance costs incurred by each of Eni’s business units, the Company constantly assesses its risk exposure in both Italian and foreign activities. The Company has established a captive subsidiary, Eni Insurance DAC, in order to efficiently manage transactions with mutual entities and third parties providing insurance policies. Internal insurance risk managers work in close contact with business units in order to assess potential underlying business and other types of risks and possible financial impacts on the Group’s results of operations and liquidity. This process allows Eni to accept risks in consideration of results of technical and risk mitigation standards and practices, to define the appropriate level of risk retention and, finally, the amount of risk to be transferred to the market. Eni enters into insurance arrangements through its shareholding in the Everen Ltd (a mutual insurance and re-insurance company that provides its members with a broad coverage of insurance services tailored to the specific requirements of oil and energy companies) and with other insurance partners in order to limit possible economic impacts associated with damages to own property and third parties, including pollution, occurring in case of both onshore and offshore accidents. The main part of this insurance portfolio is related to operating risks associated with oil&gas operations which are insured making use of insurance policies provided by the Everen Ltd. In addition, Eni uses reputable, high quality insurance companies which are well established in the market. Insured liabilities vary depending on the nature and type of circumstances; however, underlying amounts represent significant shares of the plafond granted by insuring companies. In particular, in the case of oil spills and other pollution damage, current insurance policies cover costs of cleaning-up and remediating polluted sites, damage to third parties and containment of physical damage up to $1.2 billion for offshore events and $1.4 billion for onshore plants (refineries). These are complemented by insurance policies that cover owners, operators and renters of vessels with the following maximum amounts: $1.3 million for tankers and charters and up to $1 billion for FPSOs used by the Exploration & Production segment for developing offshore fields.\n\nManagement believes that the level of insurance maintained by Eni is generally appropriate for the risks of its businesses. However, considering the limited capacity of the insurance market, we believe that Eni could be exposed to material uninsured losses in case of catastrophic incidents, like the one that occurred in the Gulf of Mexico in 2010 which could have a material impact on our results, liquidity prospects, share price and reputation. See “Item 3 — Risk factors — Risk associated with the exploration and production of oil and natural gas”. \n\n[Environmental matters](#TOC)\n\nEnvironmental regulation\n\nEni is subject to numerous EU, international, national, regional and local environmental, health and safety laws and regulations concerning its oil&gas operations, products and other activities, including legislation that implements international conventions or protocols. In particular, exploration, drilling and production activities require acquisition of a special permit that restricts the types, quantities and concentration of various substances that can be released into the environment. The particular laws and regulations can also limit or prohibit drilling activities in certain protected areas or provide special measures to be adopted to protect health and safety at workplace and health of communities that could have been affected by the Company’s activities. These laws and regulations may also restrict emissions and discharges to surface and subsurface water resulting from the operation of natural gas processing plants, petrochemical plants, refineries, pipeline systems and other facilities that Eni owns. In addition, Eni’s operations are subject to laws and regulations relating to the production, handling, transportation, storage, disposal and treatment of waste materials. Environmental laws and regulations have a substantial impact on Eni’s operations. Some risk of environmental costs and liabilities is inherent in certain operations and products of Eni, and there can be no assurance that material costs and liabilities will not be incurred. See “Item 3 – Risk factors”.\n\nWe believe that the Company will continue to incur significant amounts of expenses to comply with regulations and to protect the environment, the health and the safety; particularly in order to achieve any mandatory or voluntary reduction in the emission of GHG in the atmosphere, cope with climate change and pursuing minimal impacts on quality and availability.\n\nThe Group balance sheet has accrued the expenses for environmental liabilities in place at the closing date, which will likely require a disbursement on part of the Company in future reporting periods and for which a reliable estimate can be made.\n\n \n\n70\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nManagement believes that it is possible that in the future Eni may incur significant or material environmental expenses and liabilities in addition to the amounts already accrued due to: (i) the likelihood of yet unknown contamination; (ii) the results of ongoing surveys or surveys to be carried out on the environmental status of certain Eni’s industrial sites as required by the applicable regulations on contaminated sites; (iii) unfavourable developments in ongoing litigation on the environmental status of certain of the Company’s sites where a number of public administrations, the Italian Ministry of the Environment or third parties are claiming compensation for environmental or other damages such as damages to people’s health and loss of property value; (iv) the possibility that new litigation might arise; (v) the probability that new and stricter environmental laws might be implemented; and (vi) the circumstance that the extent and cost of environmental restoration and remediation programs are often inherently difficult to estimate leading to underestimation of the future costs of remediation and restoration, as well as unforeseen adverse developments both in the final remediation costs and with respect to the final liability allocation among the various parties involved at the sites.\n\nInternational and European Union Environmental Laws Framework\n\nAt global level, the most important policy framework to strengthen the global response to the threat of climate change is the Paris Agreement, an international treaty, entered into force on November 4, 2016. Although the Paris Agreement does not apply directly to Eni, it includes commitments from all countries to reduce their emissions and work together to adapt to the impacts of climate change, and calls on countries to strengthen their commitments over time.\n\nIn this context, during the UN Climate Change Conference of Parties (COP 28), taken place in Dubai in 2023, the Parties agreed to “transitioning away from fossil fuels in energy systems, in a just, orderly and equitable manner, accelerating action in this critical decade, so as to achieve net zero by 2050 in keeping with the science”. In case this goal is effectively pursued by the Parties through policies and regulations, than hydrocarbons demand could decrease in the medium to long term, coupled with a potential increase of operational expenses for the O&G sector. On the other side, the final decision of COP28 highlights also some important levers for the decarbonization of the energy system that could represent business opportunities for Eni, such as renewables, Carbon Capture and Storage, low carbon hydrogen, transitional fuels, nuclear energy.\n\nAlongside the COP28, several initiatives have been launched or strengthened. Among them, Eni supported (i) the Global Flaring and Methane Reduction (GFMR) Partnership, a new multi-donor trust fund focused on helping developing countries cut carbon dioxide and methane emissions generated by the oil and gas industry and (ii) the Oil and Gas Decarbonization Charter (OGDC), where Signatories have committed to net-zero operations by 2050 at the latest, and ending routine flaring by 2030, and near-zero upstream methane emissions.\n\nRegarding the European Union (EU), during 2023, almost all new or emended directives and regulations, proposed in the \"Fit for 55\" package (July 2021) entered into force, among which the most impactful are: (i) 42.5% renewable share in the overall energy consumption by 2030; (ii) 40% GHG reduction for non-ETS sectors by 2030 vs 2005 and 62% GHG reduction for ETS sectors by 2030 vs 2005; (iii) 11.7% reduction in energy consumption by 2030, compared to the 2020 reference scenario at EU level.\n\nWithin the revised Renewable Energy Directive (RED III), the EU institutions established also a new binding and challenge target for transport sector set at 29% renewable share in the final energy consumption of the transport sector by 2030 or alternatively a 14,5% reduction in GHG intensity compared to a fossil fuel baseline. The new Directive also requires Member States to increase the consumption of advanced biofuels and of Renewable Fuels of Non-Biological Origin (RFNBO) to 5.5% in 2030, of which at least 1% from RFNBO. In a separate regulation, the EU regulator also introduced a minimum blending mandate for Sustainable Aviation Fuels and a limit to the carbon intensity of the energy used on board ships, to support the uptake of sustainable maritime fuels. These mandates coupled with adequate incentives could increase the demand of sustainable biofuels that Eni is already committed to supply to the market.\n\nRegarding the ETS directive, main changes that, if implemented, could impact Eni are the (i) scope extension to the building, road transport and shipping sectors, (ii) downward revision of the cap (iii) potentially fewer free allowances allocation due to a revision of the emissions benchmark. EU also adopted the new Carbon Border Adjustment Measure (CBAM) aimed at ensuring a level playing field between EU and non-EU installations, thus securing the EU industrial competitiveness, in the following sectors cement, electricity, fertilisers, iron and steel, aluminum and hydrogen. However, for the time being, Eni operations are only marginally covered by the CBAM.\n\n \n\n71\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn the energy efficiency field, the directive of September 2023 introduces a series of measures and embraces the “energy efficiency first” principle. The main features and changes from the previous directive include:\n\n \n\n●\n\nincreasing annual energy savings from 0.8% (at 2023) to 1.3% (2024-2025), then 1.5% (2026-2027) and 1.9% from 2028;\n\n \n\n●\n\nintroducing an annual energy consumption reduction target of 1.9% for the public sector;\n\n \n\n●\n\nextending the annual 3% buildings renovation obligation to all the levels of public administration;\n\n \n\n●\n\nintroducing a different approach, based on energy consumption, for business to have an energy management system or to carry out energy audits;\n\n \n\n●\n\nbringing in a new obligation to monitor the energy performance of data centres, with an EU-level database collecting and publishing data.\n\n \n\n●\n\npromoting local heating & cooling plans in larger municipalities. Progressively increasing the efficient energy consumption in heat or cold supply, also in district heating.\n\nFrom 2022, the efforts of the European Commission legislators focused on several proposals to support enhanced non-financial disclosure obligations for financial market participants, financial advisors and large corporations. \n\nOn February 23, 2022, the European Commission published its proposal for a Directive on Corporate Sustainability Due Diligence that on July 25, 2024 came into force (Directive No. 2024/1760, later modified by Directive 2025/794). The new rules apply to large EU companies and large non-EU companies. The directive aims to promote sustainable and responsible business conduct in companies' operations and throughout their value chains. Companies must ensure the identification and assessing of actual or potential adverse impacts and, where necessary, prioritising actual and potential adverse impacts; preventing and mitigating potential adverse impacts, and bringing actual adverse impacts to an end and minimising their extent; providing remediation for actual adverse impacts.  The core elements of this duty are identifying and addressing potential and actual adverse human rights and environmental impacts in the company’s own operations, their subsidiaries and, where related to their value chain(s), those of their business partners.\n\nFurthermore, the directive establishes the obligation to adopt and implement a transition plan for climate change mitigation, in line with the Paris Agreement’s goal of climate neutrality by 2050, as well as the intermediate targets set by EU climate legislation.\n\nThe Corporate Sustainability Reporting Directive (CSRD) is another key initiative of the Green Deal for Europe and is part of a broader regulatory framework concerning non-financial disclosure requirements. On 5 January 2023, Directive 2022/2464/EU came into force, updating the EU rules on corporate sustainability disclosures by broadening the scope and introducing detailed reporting requirements, also with a view to combating greenwashing. Companies subject to the CSRD shall report according to European Sustainability Reporting Standards (ESRS), which are currently undergoing a revision and simplification process further to the “Omnibus I” Draft directive. The standards were published in the Official Journal on 22 December 2023 under the form of a delegated regulation.  The CSRD amends Directive 2013/34/EU on non-financial business information by introducing ad hoc provisions on corporate sustainability reporting. In Italy, the CSRD was transposed on September 6, 2024, via Legislative Decree No. 125. Eni, among the first companies affected, has published the “Sustainability Report\" in line with ESRS since 2025 (for the 2024 reporting year), replacing its Non-Financial Disclosure (DNF), with the relevant data disclosed within the Management Report (Eni’s Consolidated Financial Statements).\n\nAir quality remains at the center of the European environmental policies and strategies. In 2019 the European Commission has completed a fitness check of the two EU Ambient Air Quality (AAQ) Directives (Directives 2008/50/EC and 2004/107/EC).  In October 2022, the Commission proposed stronger rules on ambient air quality, setting interim 2030 EU air quality standards more closely aligned with the 2021 World Health Organization guidelines, aiming for zero air pollution by 2050 in synergy with climate-neutrality efforts. A key change was the tightening of the annual limit value for fine particulate matter (PM2.5) to 10 µg/m³ by 2030, down from the previous 25 µg/m³ limit.\n\nIn 2024, the EU legislature introduced further measures to progressively improve air quality to levels no longer harmful to human health, natural ecosystems, and biodiversity, while enhancing public access to information and strengthening the assessment of air quality by a representative high-quality monitoring network. On October 23, 2024, Directive 2024/2881 on ambient air quality was published, reinforcing implementation and tightening permissible pollutant levels to align more closely with WHO recommendations by 2030.\n\nAdditionally, Regulation 2024/1244, in force since May 22, 2024, replaces Regulation (EC) No. 166/2006 and will apply from January 1, 2028. It establishes a European emissions portal to enhance industrial facility environmental data reporting.\n\n Lastly, Directive 2024/1785, effective August 4, 2024, amends Directive 2010/75/EU on industrial emissions (integrated pollution prevention and reduction) and the 1999/Ce Directive on the landfill of waste. Member States must transpose into national law by July 1, 2026. The main areas of improvement include:\n\n72\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n• Innovation and transformation through the most effective viable emissions reduction techniques.\n\n• Tightened rules on reducing emissions with stricter emissions limit values and more stringent conditions on granting derogations.\n\n• Access to environmental data (new Industrial Emissions Portal Regulation).\n\n• Address Circular economy and resource efficiency, as well as reducing the use of hazardous chemicals.\n\n• Coverage of activities to reduce unregulated emissions.\n\n• Rights of the public by strengthening and broadening public information, participation and access to justice.\n\n \n\nThe Industrial Emission Directive (IED) 2010/75/EU provides the framework for granting permits and lays down rules on the integrated prevention and control of air, water and soil pollution arising from industrial activities. As part of the IED framework, additional emission limit values are defined by the sector specific and cross sector Best Available Technology (BAT) Conclusions.\n\nOn May 12, 2021, the European Commission adopted the EU Action Plan: \"Towards a Zero Pollution for Air, Water and Soil\" (and annexes) - a key deliverable of the European Green Deal whose objectives are “The zero pollution vision for 2050 is for air, water and soil pollution to be reduced to levels no longer considered harmful to health and natural ecosystems, that respect the boundaries with which our planet can cope, thereby creating a toxic-free environment”. In July 2021 the conclusion of the EU consultation on the revision of the Wastewater Directive was published. On October 25, 2022, the European Commission published the proposal for the new Urban Wastewater Treatment Directive (UWWTD). The revised Urban Wastewater Treatment Directive, which entered into force on 1 January 2025, protects human health and the environment from the effects of untreated urban wastewater. It requires EU countries to ensure that towns and cities properly collect and treat wastewater cost-effectively. It aims to:\n\n• Improve water quality through stricter water treatment and the inclusion of new pollutants;\n\n• Strengthen the EU’s polluter-pays principle by ensuring that those responsible for pollution bear the costs of remediating it;\n\n• Advance circularity through water reuse and the recovery of valuable resources from wastewater;\n\n• Address climate change through GHG emission reduction of treatment plants and urban adaptation to heavy rainfall;\n\n• Ensure access to sanitation for all, particularly the most vulnerable and marginalised.\n\n \n\nThe Waste Framework Directive (2008/98/EU was revised by the Directive (EU) 2025/1892, which entered into force on 16th October 2025 and introduced new rules for textiles, including extended producer responsibility (EPR);  moreover, it set binding food waste reduction targets for Member States.\n\nOn April 11, 2024, the European Parliament and of the Council approved the Regulation (EU) 2024/1157 on shipments of waste, which entered into force on 20 May 2024; most provisions will apply from May 21, 2026 and most export rules will apply from May 21, 2027; until then, the provisions of Waste Shipment Regulation 1013/2006 continue to apply. The new Regulation sets stricter rules on waste export, also requiring independent audits in the facilities outside the EU, to strengthen the contrast to illegal shipments and to facilitate the waste shipments in the internal market of EU, also through the digitalization of procedures. Shipments of plastic waste are subject to a specific regime. Other waste suitable for recycling will be exported from the EU to non-OECD countries only when they ensure that they can deal with it in a sustainable manner, by the mean of independent audits.\n\n \n\nOn February 11, 2025, the Packaging and Packaging Waste Regulation 2025/40 (PPWR) entered into force; its general date of application is 18 months after that. It regulates what kind of packaging can be placed on the EU market, as well as packaging waste management and prevention measures, aiming to minimize the quantities of packaging and waste generated while lowering the use of primary raw materials and fostering the transition to a circular, sustainable and competitive economy. The PPWR replaces the Packaging and Packaging Waste Directive 94/62/EC (PPWD) and harmonises national measures further - strengthening the internal market - notably for secondary raw materials, manufacturing, recycling and reuse.\n\n \n\nThose measures could lead to increased operating expenses for Eni, but they are not expected to have a significant impact on the Group’s results.\n\n \n\n73\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEuropean Union Health and Safety Laws Framework\n\n \n\nWith Law 215/2021 several updates were introduced into Legislative Decree 81/08 on coordination, supervision, training, and enforcement. Further amendments followed with Laws 51/2022, 85/2023, 170/2023, 191/2023, 214/2023, 56/2024, and 203/2024.\n\n \n\nIn 2025, additional changes were introduced through Decree Law 159/2025, converted into Law 198/2025, strengthening:\n\n  \n\n \n\n●\n\ngeneral rules for construction site access;\n\n \n\n●\n\nhealth and safety obligations;\n\n \n\n●\n\nnear miss management;\n\n \n\n●\n\nhealth surveillance;\n\n \n\n●\n\nPPE and work at height rules;\n\n \n\n●\n\ntraining and the electronic worker file,\n\n \n\n \n\n \n\nOn June 1, 2007, the REACH Regulation of the European Union came into force (Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals).\n\nThe Commission is currently reviewing the REACH Regulation, through a public consultation aimed at SMEs, citizens and stakeholders to obtain opinions on the expected impacts of the envisaged changes. The Commission proposed major reforms, including 10-year registration validity, digital SDSs, and a Mixture Assessment Factor (MAF) for high-tonnage substances, aiming for simplification but sparking industry cost concerns.\n\nThe overall objective of this revision is to ensure that the provisions of the REACH Regulation reflect the Commission's innovation ambitions for safe and sustainable chemicals and a high level of health and environmental protection, while preserving the internal market, as foreseen in the Chemical Strategy for Sustainability adopted on October 14, 2020.\n\nThis strategy is part of the EU's zero pollution ambition, a key commitment of the European Green Deal, and aims to better protect citizens and the environment from harmful chemicals as well as stimulate innovation by promoting the use of safer and more sustainable chemicals.\n\n \n\nThe European Chemicals Agency (ECHA) contributes to the implementation of the strategy with its scientific and regulatory expertise, databases, digital tools and networks, and practical experience in chemicals regulation, where necessary.\n\n \n\nThe European Regulations are constantly evolving and this results in the publication of adjustments and delegated regulations on specific topics with large impact on Eni and the companies that produce and market products. Some examples of such updates are those reported below:\n\n \n\n74\n\n[Table of Contents](#TOC_TableofContent)\n\n   \n\n- Regulation (EU) 2024/2865, adopted on October 23, 2024, amends the CLP Regulation (EC) No 1272/2008. This amendment introduces significant changes, including new instructions for classifying complex substances - referred to as 'substances containing more than one constituent' (MOCS) - and updates to labelling formats by adding Chapter 3 to Title III of the CLP Regulation. The regulation entered into force on December 10, 2024, and will be implemented in phases, with the first provisions applying from July 1, 2026. The remaining requirements will come into full effect on January 1, 2027.\n\n- Commission Delegated Regulation (EU) 2025/1222 of April 2, 2025 amending Regulation (EC) No 1272/2008 of the European Parliament and of the Council as regards the harmonised classification and labelling of certain substances. This is the ATP 23 of CLP regulation, which will be applicable starting February 1st, 2027. Moreover, an ex-ante verification of SME status has been introduced: companies must submit a recognition request at least two months before applying for any procedure entitling them to a reduced fee. ECHA must issue a decision within two months of receiving complete documentation. The fee adjustment will enter into force on November 5, 2025, i.e. 20 days after publication, while the new provisions on SME verification and fee reductions will apply from February 5, 2027 - 15 months after entry into force.\n\n- On the 5th of November 2025, the ECHA (European Chemicals Agency) released the new Candidate List of SVHCs with the addition of a new substance. The current list of SVHCs now contains 251 substances.\n\n- Regulation (EU) 2025/2439, introducing urgent amendments to the 2024 revision of the Regulation on Classification, Labelling and Packaging of Substances and Mixtures (CLP Regulation), (EU) 2024/2865. In specific, the regulation regards the dates of application and transitional provisions (“Stop of the clock”).\n\n- Regulation (EU) 2025/2455 establishing a common data platform on chemicals, laying down rules to ensure that the data contained therein are findable, accessible, interoperable and reusable, and establishing a monitoring and outlook framework for chemicals.\n\n- Evolution on PFAS (Per- and polyfluoroalkyl substances) regulation and restrictions that involved about 10000 substances. ECHA’s scientific committees are currently evaluating the proposal for global restriction regarding all PFAS in terms of the risks to people and the environment, and the impacts on society.\n\nOn October 2, 2025, the Directive No. 2025/1988/EU was issued. This regulation amends Annex XVII of REACH to address the environmental and health risks of \"forever chemicals\" (PFAS) used in firefighting applications. It introduces a new restriction under for all Per-and Polyfluoroalkyl Substances (PFAS) in firefighting foams.\n\n• A general concentration limit of 1 mg/L (1 ppm) for the sum of PFAS is established for placing on the market and use.\n\n• The general prohibition for most uses begins on October 23, 2030.\n\n• Portable fire extinguishers must comply by October 23, 2026, or April 23, 2027, for alcohol-resistant foams.\n\n• Use for training and testing is prohibited from April 23, 2027, unless all releases are fully contained and treated.\n\n• Municipal fire services are banned from using these foams starting April 23, 2027, except when responding to fires at industrial sites.\n\n• Critical sectors such as Seveso III industrial sites, offshore installations, and military vessels have an extended transition period until October 23, 2035.\n\n• Starting October 23, 2026, any permitted PFAS-containing foam must carry a specific warning label.\n\n• Professional users must implement a PFAS Management Plan to track stocks and outline the transition to fluorine-free alternatives.\n\n• All firefighting water and foam waste containing PFAS must be collected and disposed of using specialized treatment methods.\n\n• A temporary residual limit of 50 mg/L is permitted for equipment that has undergone decontamination procedures to switch to PFAS-free foam.\n\n \n\nCompliance with REACH requirements and the involvement of all stakeholders in the Company are coordinated and supervised by the HSEQ/Product Safety function.\n\nEuropean institutions have also increased their activities in the area of environmental protection in the field of hydrocarbon extraction.\n\nOn June 12, 2013, the Directive No. 2013/30/EU was issued with the aim of replacing the existing National Legislations and uniform the legislative approach at European level. The Directive, also named Offshore Directive, was transposed into Italian law by means of Legislative Decree 145 of August 18, 2015.\n\n \n\n75\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe main elements of the EU Directive are the following:\n\n \n\n●\n\nThe Directive introduces licensing rules for the effective prevention of and response to a major accident. The licensing authority in Member States will have to make sure that only operators with proven technical and financial capacities are allowed to explore and produce oil&gas in EU waters. Public participation is expected before exploratory drilling starts in previously un-drilled areas.\n\n \n\n●\n\nIndependent national competent authorities, responsible for the safety of installations, are in charge of verifying the provisions for safety, environmental protection, and emergency preparedness of rigs and platforms and the operations conducted on them. Enforcement actions and penalties apply in case of non-compliance with the minimum set standards.\n\n \n\n●\n\nObligatory emergency planning calls for companies to prepare reports on major hazards, containing an individual risk assessment and risk-control measures, and an emergency response plan before exploration or production begins. These plans have to be submitted to National Authorities.\n\n \n\n●\n\nTechnical solutions presented by the operator need to be verified independently prior to and periodically after the installation is taken into operation.\n\n \n\n●\n\nCompanies are required to publish on their websites information about standards of performance of the industry and the activities of the national competent authorities, as well as reports of offshore incidents.\n\n \n\n●\n\nCompanies are required to prepare emergency response plans based on their rig or platform risk assessments and keep resources at hand to be able to put them into operation when necessary. These plans are periodically tested by the industry and National Authorities.\n\n \n\n●\n\nOil and gas companies are fully liable for environmental damage caused to the protected marine species and natural habitats. For damage to waters, the geographical zone is extended to cover all EU waters including the exclusive economic zone (about 370 km from the coast) and the continental shelf, where the coastal Member States exercise jurisdiction. For water damage, the present EU legal framework for environmental liability is restricted to territorial waters (about 22 km offshore).\n\n \n\n●\n\nOperators working in the EU are required to demonstrate they apply the same accident-prevention policies overseas as they apply in their EU operations.\n\nWe believe that Eni operations are currently in compliance with all those regulations in each European country where they have been enacted.\n\nThe Company has been adopting for years standard practices and operating procedures to reduce risks of incidents and adverse events in its oil&gas operations, particularly offshore, which we believe to be adequate to scale, reach, geographical location and complexity of our operations.\n\nAdoption of stricter regulation both at national and European or international level and the expected evolution in industrial practices would trigger cost increases to comply with new HSE standards. Eni exploration and development plans to produce hydrocarbon reserves and drilling programs could also be affected by changing HSE regulations and industrial practices. Moreover, in order to achieve the highest safety standards of our operations in the Gulf of Mexico, Eni entered into a consortium led by Helix that worked at the containment of the oil spill at the Macondo well. The Helix Well Containment Group (HWCG) performs certain activities associated with underwater containment of erupting wells, evacuation of hydrocarbon on the sea surface, storage and transport to the coastline.\n\n \n\n76\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nWorldwide Eni approach was to join international consortiums for main equipment and to develop in-house technologies to improve the intervention capability. Eni Emergency Response Kit consists of:\n\n \n\n●\n\nOutsourced equipment contracted by Eni Head Quarter;\n\n \n\n●\n\nAccess Agreement to Subsea Capping Equipment consortium;\n\n \n\n●\n\nAccess Agreement to Global Dispersant Stockpile consortium;\n\n \n\n●\n\nEni Head Quarter proprietary equipment;\n\n \n\n●\n\nRapid Cube;\n\n \n\n●\n\nKilling System relating to drilling operations.\n\nIn addition to the above, Eni is a participant member of Oil Spill Response Limited, the largest international industry-funded cooperative which exists to respond to oil spills wherever in the world they may occur, by providing preparedness, response and intervention services.\n\nAs regards major accidents, the Seveso III (Directive No. 2012/18/EU) was adopted on July 4, 2012 and entered into force on August 13, 2012. Italy has transposed it into national legislation through the Legislative Decree No. 105/2015 (June 26, 2015).\n\nThe main changes in comparison to the previous Seveso Directive are:\n\n \n\n●\n\ntechnical updates to take into account the changes in EU chemical classification, mainly regarding the 2008 European CLP Regulation of substances and mixtures;\n\n \n\n●\n\nexpanded public information about risks resulting from Company activities;\n\n \n\n●\n\nmodified rules in participation by the public in land-use planning projects related to Seveso plants; and\n\n \n\n●\n\nstricter standards for inspections of Seveso establishments.\n\n \n\n●\n\nEni has carried out specific activities aimed at guaranteeing the compliance of its own industrial site.\n\nHSE activity for the year 2025\n\nEni is committed to continuously improving its model for managing health, safety and environmental issues across all its businesses in order to minimize risks associated with its own industrial activities, ensure reliability of its industrial operations and comply with all applicable rules and regulations.\n\nIn 2025, Eni’s business units continued to obtain certifications of their management systems, industrial installations and operating units according to the most stringent international standards. The total number of certifications achieved was 347, of which:\n\n \n\n●\n\n101 certifications according to the ISO 14001 standard;\n\n \n\n●\n\n10 registrations according to the EMAS regulation;\n\n \n\n●\n\n37 certifications according to the ISO 50001 standard (certification for an energy management system);\n\n \n\n●\n\n107 according to the new ISO 45001 standard;\n\n \n\n●\n\n48 according to the ISO 9001 standard (certification of the quality management system).\n\n \n\n77\n\n[Table of Contents](#TOC_TableofContent)\n\n   \n\nIn 2025 the percentage of Eni industrial installations and operating units with a significant HSE risk covered by certification is 94% for the ISO 45001 standard and 93% for the ISO 14001 standard.\n\nIn 2025, total HSE expenses (including cross-cutting issues such as HSE management systems implementation and certification, etc.) amounted to €1,918 million (up by 23% vs 2024). \n\nEnvironment\n\nIn 2025, Eni incurred total expenditures of €1,541 million for the protection of the environment (with an increase of 34% with respect to 2024). Environmental expenditures are mainly related to remediation and reclamation activities (€617 million), flaring down (€346 million), waste from productive activities management (€277 million), water management (€159 million), spill prevention (€41 million) and air protection (€38 million).\n\nSafety\n\nEni is constantly engaged in the research and development of all the actions necessary to guarantee safety in the workplace, in particular in the development of models and tools of risks assessment and management and in the promotion of a safety culture, in order to pursue its commitment to zero accidents.\n\nIn 2025, the new legislation did not have a significant impact on the procedures already in place for occupational and process safety. In 2025, the commitment to reduce accidents continues at Eni, through the:\n\n-   application of the THEME methodology on analysing worker behaviour and human reliability in order to identify action strategies to strengthen human barriers and safe behaviour;\n\n \n\n-   deployment of training course dedicated to: Operational Safety Management with the aim of familiarising with the basic principles and minimum safety requirements to be applied in risky activities; Process Safety Management, in order to provide basic information on Process Safety Management System; RC Eni investigation methodology, which enables the identification of root causes and effective action to prevent the recurrence of accidents; Industrial Hygiene Management with the aim of increase and share knowledge, principles and requirements to be applied in sampling and monitoring of risk agents.\n\n \n\n-   extension to all operational sites of the digital Safety Presence tool, which, with the help of artificial intelligence and machine learning, enables predictive analysis by exploiting the data available in the safety reporting, sending an alert to the site when it detects a high frequency of recurring hazardous situations that retrace a past accident;'\n\n \n\n-   diffusion of the Campaign on Process Safety Fundamentals. Process Safety Fundamentals are key operating principles that, if respected, may contribute to the reduction of approximately one third of Company Process Safety Event and the Safety Golden Rules with a focus on the Principles of Line of Fire and Stop Work Authority.\n\n \n\nIn terms of industrial hygiene, great attention was paid to the identification and management of personal protective equipment (PPE). In 2025 continues at Eni the extension to all operational sites of the Integrated System Personal Protective Equipment web system aimed at the digital management of Personal Protective Equipment (PPE) and the promotion of specific training initiatives to raise awareness of the importance of correct identification and use of them.\n\nEni has developed a radiation protection system capable of managing the risk deriving from the use of artificial radioactive sources (for example in systems for monitoring fluid levels and density) and from the presence of natural radioactive sources (Radon and TENORM).\n\nIn particular, Eni has validated a methodology for the mapping of TENORM matrices in Eni sites all over the world and has implemented management systems for monitoring the disposal of matrices contaminated by natural radionuclides.\n\n \n\n78\n\n[Table of Contents](#TOC_TableofContent)\n\n  \n\nIn 2025 the total recordable injury rate (TRIR) of the workforce improved compared to 2024 (0.55 vs 0.70 in 2024), with a decline in the number of injuries (78 vs 111) due to positive performances by both employees and contractors. No fatalities or disability-related injuries occurred during the period.\n\nIn the area of emergencies, particular attention was paid to the prevention and management of emergencies induced by natural risks and in November 2021 Eni and the Department of Civil Protection signed a four-year Memorandum of Understanding which was extended to 2025. The agreement aims to strengthen cooperation and define emergency plans specific for each type of risk with an impact on the continuity of energy supply on the national territory.\n\nEmergency preparedness is regularly tested during exercises where the response capacity is tested in line with dedicated plans, including the timely alerting of the chain of command and of the resources necessary to face the event. The operational sites maintained a high level of preparedness for emergencies by carrying out over 5,800 exercises.\n\nCosts incurred in 2025 to support the safety levels of operations and to comply with applicable rules and regulations were €326 million. \n\nHealth activity for 2025\n\nEni promotes a culture of health and well-being for its people, workers, families and communities, considering health’s physical, mental and social dimensions, through a management system based on the principles of precaution, prevention and promotion.\n\nThe total amount spent in 2025 was €45.79 million divided into activities, covering the entire Eni population, and includes the activities of Occupational Medicine, Occupational Hygiene, Medical assistance and Emergency, Health Promotion & Welfare services and Global Health activities for the protection and improvement of communities’ health.\n\nThe correct management of health-related risks is guaranteed with the constant updating of the health profile assessments of the countries of presence, which take into account the potential impacts on health deriving from company’s activities, with continuous monitoring of any presence of epidemic and pandemic outbreaks, and the expectations of stakeholders. In order to guarantee people's health at every stage of the business cycle, the management system is active in all operational areas, in collaboration with qualified healthcare providers and national and international university and government institutions and research centres. Eni acts following local regulations and highest international standards and guarantees continuous updating of staff training and skills. Health at the center of the company's strategy and operating models contributes to achieving a \"just\" energy transition for people in the geographical areas in which the company operates.\n\n \n\n79\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nMain 2025 initiatives:\n\n \n\n-        Occupational health and industrial hygiene:\n\n•          Medical and occupational hygiene activities aimed at the evaluation, identification and control of risk factors that may have an impact on the well-being of workers.\n\n•          Scientific research activities in relation to the energy transition, focusing on the analysis health risks factors of new businesses.\n\n•          Testing of new Internet of Things technologies: 140 devices with sensors were tested at on-shore operating sites in Italy and abroad monitoring the healthiness of indoor working environments to protect the health of workers.\n\n•          Definition of operating procedures for maintaining clean and comfortable indoor environments\n\n-        Medical assistance and health emergency:\n\n•          Services for the prevention, diagnosis, treatment and management of acute and chronic pathologies, for workers and, where applicable, family members.\n\n•          Continuous updating of epidemic and pandemic response plans.\n\n•          Online psychological support service available for employees in Italy and abroad, covering 80% of employees, expected to extend to 85% by 2028.\n\n•          Critical Incident Stress Management service: direct on-site crisis management intervention by qualified emergency experts, available to all employees in Italy and abroad in the event of catastrophic and unexpected events.\n\n•          Psychological First Aid Service (PFA) available to all employees in Italy and abroad in cases of catastrophic and unexpected events.\n\n•          Train the brain: a new cognitive prevention programme has been launched for workers over 50, offering free, voluntary and completely confidential consultations with a neuropsychologist via remote communication.\n\n•          Specific services regarding gender health and assistance have been activated, such as in Italy a helpline dedicated to victims of gender harassment and violence.\n\n-        Health promotion and welfare services:\n\n•          Initiatives aimed at fostering a culture of health among employees and their families, including awareness-raising activities on endemic diseases (such as tuberculosis and malaria), sexually transmitted diseases, and non-communicable diseases, including diabetes and hypertension.\n\n•          The “Più Salute” programme, which provides Eni employees in Italy, and their families with free 24 hours a day healthcare services, ranging from telemedicine and home medical assistance, to support for healthcare facility bookings and anamnestic assessments.\n\n•          Further rollout of the “Previeni con Eni” programme to additional Italian cities, offering free biennial preventive screenings for oncological and cardiovascular diseases. It currently covers approximately 97% of Eni’s workforce in Italy.\n\n•          The seasonal influenza vaccination campaign for employees in Italy.\n\n-        Global health:\n\n•          11 Health Impact Assessment (HIA) studies completed, of which 3 integrated ESHIA studies to evaluate the potential impacts of industrial projects on the health of the communities involved.\n\n•          38 health development initiatives have been implemented in 14 countries, reaching over 600,000 beneficiaries.\n\n•          Collaboration with health institutions, non profit organizations and scientific/medical partners in the countries of presence was strengthened by signing of 7 new agreements besides of the 26 already active.\n\n \n\nIn 2025 Eni’s collaboration with international organizations was strengthened.\n\n \n\nEni is an active member of the Health Committees of IOGP – the International Association of Oil & Gas Producers and of IPIECA – the industry association on global sustainability issues. Moreover, within the global Eni-ILO – International Labour Organization Partnership, the company has continued working with small and big producers, farmers, aggregators, cooperatives across the agribusiness value chain in Kenya, Ivory Coast and Congo, implementing a programme aiming at assessing potential health impacts on workers of this value chain, at strengthening of Occupational Health and Safety and enhancing social protection measures. In Kenya these activities were integrated with community health initiatives.\n\n[Regulation of Eni’s businesses](#TOC)\n\nThe Group engages in the exploration and production of oil and natural gas, processing, transportation and refining of crude oil, transport of natural gas, storage and distribution of petroleum products and the production of base chemicals, plastics, and elastomers. By their nature, the Group’s operations expose Eni to a wide range of significant health, safety, security, and environmental risks. Technical faults, malfunctioning of plants, equipment and facilities, control systems failure, human errors, acts of sabotage, attacks, loss of containment and climate-related hazards can trigger adverse consequences such as explosions, blow-outs, fires, oil and gas spills from wells, pipeline and tankers, release of contaminants and pollutants in the air, ground and water, toxic emissions, and other negative events. The magnitude of these risks is influenced by the geographic range, operational diversity, and technical complexity of Eni’s activities. Eni’s future results of operations, cash flow and liquidity depend on its ability to identify and address the risks and hazards inherent to operating in those industries.\n\n \n\n80\n\n[Table of Contents](#TOC_TableofContent)\n\n   \n\nThe production of oil and natural gas is highly regulated and is subject to conditions imposed by governments throughout the world in matters such as the award of exploration and production leases, the imposition of specific drilling and other work obligations, higher-than-average rates of income taxes, additional royalties and taxes on production, environmental protection measures, control over the development and decommissioning of fields and installations, and restrictions on production. A description of the main regulations which impose restrictions and liabilities to the Company’s businesses is provided below.\n\nOverview\n\nThe matters regarding the effects of recent or proposed changes in Italian legislation and regulations or EU directives discussed below and elsewhere herein are forward-looking statements and involve risks and uncertainties that could cause the actual results to differ materially from those in such forward-looking statements. Such risks and uncertainties include the precise manner of the interpretation or implementation of such legal and regulatory changes or proposals, which may be affected by political and other developments.\n\nRegulation of exploration and production activities\n\nEni’s exploration and production activities are conducted in many countries and are therefore subject to a broad range of legislation and regulations. These cover virtually all aspects of exploration and production activities, including matters such as license acquisition, production rates, royalties, pricing, environmental protection, export, taxes and foreign exchange. The terms and conditions of the leases, licenses and contracts under which these oil&gas interests are held vary from country to country. These leases, licenses and contracts are generally granted by or entered into with a government entity or state company and are sometimes entered into with private property owners. These arrangements usually take the form of licenses or production sharing agreements.\n\nLicenses (or concessions) give the holder the right to explore for and exploit a commercial discovery. Under a license, the holder bears the risk of exploration, development and production activities and provides the financing for these operations. In principle, the license holder is entitled to all production minus any production taxes or royalties, which may be in cash or in-kind. Concession contracts currently applied mainly in Western countries regulating relationships between States and oil companies with regards to hydrocarbon exploration and production activity. Both exploration and production licenses are generally for a specified period of time (except for production licenses in the United States which remain in effect until production ceases). The term of Eni’s licenses and the extent to which these licenses may be renewed vary by area. Contractual clauses governing mineral concessions, licenses and exploration permits regulate the access of Eni to hydrocarbon reserves. The company holding the mining concession has an exclusive right on exploration, development and production activities, sustaining all the operational risks and costs related to the exploration and development activities, and it is entitled to the productions realized. As a compensation for mineral concessions, Eni pays royalties on production (which may be in cash or in-kind) and taxes on oil revenues to the state in accordance with local tax legislation.\n\nProved reserves to which Eni is entitled are determined by applying Eni’s share of production to total proved reserves of the contractual area, in respect of the duration of the relevant mineral right.\n\nEni operates under Production Sharing Agreement (PSA) in several foreign jurisdictions mainly in African, Middle Eastern and Far Eastern countries. The mineral right is awarded to the national oil company jointly with the foreign oil company that has an exclusive right to perform exploration, development and production activities and can enter into agreements with other local or international entities. In this type of contract, the national oil company assigns to the international contractor the task of performing exploration and production with the contractor’s equipment (technologies) and financial resources. Exploration risks are borne by the contractor and production is divided into two portions: “Cost Oil” is used to recover costs borne by the contractor and “Profit Oil” is divided between the contractor and the national company according to variable schemes and represents the profit deriving from exploration and production. Further terms and conditions of these contracts may vary from country to country.\n\nPursuant to these contracts, Eni is entitled to a portion of a field’s reserves, the sale of which is intended to cover expenditures incurred by the Company to develop and operate the field. The Company’s share of production volumes and reserves representing the Profit Oil includes the share of hydrocarbons which corresponds to the taxes to be paid, according to the contractual agreement, by the national government on behalf of the Company. Therefore, the Company recognizes at the same time an increase in the taxable profit, through the increase in revenues, and a tax expense. Proved reserves to which Eni is entitled under PSAs are calculated so that the sale of production entitlements should cover expenses incurred by the Group to develop a field (Cost Oil) and recognize the Profit Oil set contractually (Profit Oil). A similar scheme to PSA applies to Service contracts.\n\n \n\nIn general, Eni is required to pay income tax on income generated from production activities (whether under a license or PSA). The taxes imposed upon oil&gas production profits and activities may be substantially higher than those imposed on other businesses.\n\n \n\n81\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nRegulation of the Italian hydrocarbons industry\n\nThe matters regarding the effects of recent or proposed changes in Italian legislation and regulations or EU directives discussed below and elsewhere herein are forward-looking statements and involve risks and uncertainties that could cause the actual results to differ materially from those in such forward-looking statements. Such risks and uncertainties include the precise manner of the interpretation or implementation of such legal and regulatory changes or proposals, which may be affected by political and other developments.\n\nExploration & Production\n\nThe Italian hydrocarbons industry is regulated by a combination of constitutional provisions, statutes, governmental decrees and other regulations that have been enacted and modified from time to time, including legislation enacted to implement EU requirements (collectively, the “Hydrocarbons Laws”).\n\nExploration permits and production concessions. Pursuant to the Hydrocarbons Laws, all hydrocarbons existing in their natural condition in strata in Italy or beneath its territorial waters (including its continental shelf) are property of the State. Exploration activities require an exploration permit, while production activities require an exploiting concession granted by the Ministero dell’Ambiente e della Sicurezza Energetica - MASE or, in some specific cases (e.g. special-status region) by the Region.\n\nThe initial duration of an exploration permit is six years, with the possibility of obtaining two three-year extensions and an additional one-year extension to complete activities underway. Upon each of the three-year extensions, 25% of the area under exploration must be relinquished to the State (only for initial acreages larger than 300 square kilometers). The initial duration of a production concession is 20 years, with the possibility of obtaining a ten-year extension and additional five-year extensions until the end of the field economic life.\n\nThese provisions are to be coordinated with a new law effective as of February 12, 2019 (Law 12/2019 — ex “D.L. Semplificazioni”) and further amendments, which requires certain Italian administrative bodies to define and adopt within end September 2021 a plan (PiTESAI) aiming to identify areas suitable for exploration, development, and production of hydrocarbons in the national territory, including the territorial seawaters. The plan has been adopted on December 28, 2021.\n\nHowever, PiTESAI has been considered too restrictive by industry operators (including Eni) which lodged an appeal before Lazio Regional Administrative Court – Rome (TAR Lazio). On February 13, 2024, TAR Lazio ruling declared PiTESAI void.\n\nOn October 18, 2024, a new law was issued (D.L. 153/2024 “Ambiente”) containing some provisions affecting the current hydrocarbon industry regulation. In particular:\n\n \n\na)\n\nall the provisions related to PiTESAI are cancelled;\n\n \n\nb)\n\nnew exploration and production onshore-offshore licenses - oil targeted – can no longer be granted. Only the existing licenses can continue/complete their authorized activities;\n\n \n\nc)\n\nthe restriction on upstream activities related to the distance from shoreline or protected marine areas is reduced from 12 to 9 nautical miles;\n\n \n\nd)\n\nnew opportunities to boost gas production are slightly redefined.\n\nStarting from June 1, 2019, the above-mentioned law increases 25 times the current annual fee for all licensees (exploration permits and production concessions).\n\nMoreover, the Fiscal decree no. 124/2019, converted into Law 157/2019 established (art. 38) the property tax on marine structures (IMPI) starting from year 2020.\n\n \n\n82\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nAs mentioned above (point d), D.L. n.153/2024 “Ambiente” slightly redefines the new opportunities to boost national gas production and removes all the PiTESAI restriction. However, discussions are ongoing between the Ministry and O&G Companies on possible amendments to be introduced.\n\nRoyalties. The Hydrocarbons Laws require the payment of royalties for hydrocarbon production. As per Legislative Decree No. 625 of November 25, 1996, subsequent modifications and integrations (the last modification was introduced by Law 160/2019 – Budget Law 2020, art. 1 par. 736 & 737) and Law Decree No. 83 of June 22, 2012, royalties are equal to 10% for gas and oil productions onshore, to 10% for gas and 7% for oil offshore, with exemptions only for on shore gas concessions with production lower than 10 Msmc/year and off shore gas concessions with production lower than 30 Msmc. (Only in the Autonomous Region of Sicily, following the Regional Law No. 9 of May 15, 2013, royalties onshore for oil and gas are equal to 20.06%, with no exemptions).\n\nGas & Power\n\nEni’s wholesale gas and retail gas and power businesses are subject to regulatory risks mainly in Italy’s domestic market. The Italian Regulatory Authority for Energy, Networks and Environment (the “Authority”) is entrusted with certain powers in the matter of natural gas and power pricing. Specifically, the Authority exercises monitoring and supervisory powers over price trends in the energy markets and sets the economic conditions of supply for specific categories of end customers, such as vulnerable customers, for whom regulated tariffs remain in force under the applicable regulatory framework. Developments in the regulatory framework intended to increase the level of market liquidity or of deregulation or intended to reduce operators’ ability to transfer to customers the supply cost increases may negatively affect future sales margins of gas and electricity, operating results, and cash flow.\n\nWholesale gas market in Italy\n\nOver the past years, a number of new rules were introduced in order to structurally improve liquidity and efficient functioning of the Italian wholesale gas market, fostering competition and at the same time improving the system security of supply. Among such new rules, it could be worth mentioning:\n\n– Market based mechanisms for the allocation of storage capacities and of regasification capacities: moving away from the past capacity allocation criteria based on regulated tariffs, new auction mechanisms were implemented that enabled market players to express the market-value of storage and of regasification capacities, while at the same time ensuring the allowed revenues of regulated storage operators and regulated LNG terminal operators by means of specific parallel measures. Thanks to these reforms, higher levels of capacity bookings have become possible for both types of infrastructures, and more LNG deliveries have been attracted in recent years to the country.\n\n– An organized market platform for gas trading and gas balancing (MGAS), managed by the independent operator Gestore dei Mercati Energetici (GME) which also acts as a central counterparty, where different market participants (including TSO) can carry out spot and forward transactions at the “Punto di Scambio Virtuale” (PSV – Virtual Trading Point). In addition, since February 2018 voluntary market making activity has been introduced in the spot section of the gas exchange MGAS: such activity is based on the service provided by some liquidity providers, in order to boost liquidity and trading activity on the same exchange, initially for the day-ahead market but with possible future extension to the within-day section and to the forward section of the MGAS.\n\n– A gas balancing regime, entered into force since October 2016 as an evolution of the one already in place and in compliance with the EU regulatory framework. This system is based on the principle that network users have to balance their daily position, also in accordance with the timely information provided by the TSO about the daily gas consumption. The new gas balancing regime provides the incentive for shippers to balance their position via penalizing imbalance prices and at the same time it provides the possibility for shippers to modify intra-day their gas flow nominations and to trade on the market with other shippers and/or with the TSO itself (that can access the market under some constraints, in order to address overall system balancing needs that may arise on top of shippers’ activities).\n\n \n\n83\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nActivity in the Italian wholesale gas market is also exposed to risk factors, as well as business opportunities, resulting from certain developments – both temporary and structural – in the European regulatory framework that may impact the dynamics of the national markets. For example, in  the context of the energy crisis following the Russian-Ukrainian war, and in the framework of the emergency and transitional regulations at EU level, the Italian competent authorities introduced in 2022 (and then adapted over the time)  new regulatory measures aimed at ensuring the system security of supply in the short-term and improving it in the longer term, such as specific market based solutions in order to:\n\ni) incentivize storage booking and filling and ensure the compliance with the new filling targets set by the European regulation; ii) further facilitate market access to existing regasification capacities; iii) quickly develop new regasification capacities and making them accessible to the market. Such new measures may represent risk factors as well as business opportunities. \n\nNatural gas and electricity prices in the retail sector in Italy - Risks associated with the regulatory powers entrusted to the Italian Regulatory Authority for Energy, Networks and Environment in the matter of pricing to residential customers\n\nFollowing the liberalization of the natural gas sector introduced in the year 2000 by Decree No. 164, prices of natural gas for industrial and power generation customers are freely negotiated. However, ARERA retains a power of surveillance on this matter as per Law No. 481/1995 (establishing the ARERA) and Legislative Decree No. 164/2000. Furthermore, ARERA is still entrusted (as per the Presidential Decree dated October 31, 2002) with the power of regulating natural gas prices to residential customers, also with a view of containing inflationary pressure deriving from increasing energy costs. Consistently with those provisions, companies which sell natural gas to residential customers are currently required to offer to those customers the regulated tariffs set by ARERA beside their own price proposals.\n\nIn 2013, a new tariff regime was fully enacted by ARERA targeting Italian residential clients who are entitled to be safeguarded in accordance with current regulations. Clients who are eligible for the tariff mechanism set by the ARERA are residential clients. With Resolution No. 196 effective from October 1, 2013, the ARERA reformulated the pricing mechanism of gas supplies to those customers by providing a full indexation of the raw material cost component of the tariff to spot prices at the TTF (Title Transfer Facility) hub in Northern Europe, replacing the then current regime that provided a mix between an oil-based indexation and spot prices.\n\nThis tariff regime also reduced the tariff components intended to cover storage and transportation costs. Finally, it also increased the specific pricing component intended to remunerate certain marketing costs incurred by retail operators, including administrative and retention costs, losses incurred due to customer default and a return on capital employed.\n\nThis new gas tariff indexation aiming at safeguarding the households was initially intended to remain effective till July 1, 2019 (as provided by Law 124/17). However, this deadline had been already prorogated by one year (as per Law Decree 91/2018), and finally has been prorogated to January 2024. From that point onwards, in Italy households other than vulnerable customers no longer have access to regulated tariffs for gas supplies. Consumers have to choose among the different pricing proposals made by gas selling companies, while only vulnerable customers are entitled to the regulated tariff after January 2024. The ARERA has established that gas selling companies comply with certain requirements about the offerings to customers which include at least two pricing indexations (fixed and variable), both complemented with contractual conditions regulated by the ARERA. Management believes that this development will increase competition in the Italian retail market for selling gas.\n\nGiven the context of rising prices that occurred between 2021 and 2022 in gas market, ARERA carried out a series of investigations to evaluate interventions on commodity prices and then decided to switch the gas raw material reference from TTF to PSV, with monthly update of the component covering wholesale natural gas supply costs for regulated customers. \n\nIn the electricity market the regulated prices phase out has been effective from July 1, 2021, for small enterprises (enterprise which employs fewer than 50 persons and whose annual turnover and/or annual balance sheet total does not exceed €10 million). For microenterprises (enterprise which employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed €2 million) the regulated prices phase out became effective from April 2023, while for non-vulnerable households the deadline was furtherly prorogated to July 2024. The publication of the results of the bidding process took place on February 6, 2024. It will be critical that the manner in which the winners handle clients be properly monitored to avoid unfair practices. The Annual Law for the Market and Competition 2023 provided that vulnerable domestic customers have the right to request, by June 30, 2025, access to the tiered protection service, provided by the awarded operator of the area in which the relevant delivery point is located. On January 22, 2025, ARERA published Resolution 10/2025/R/eel, setting out the implementation procedures, including those concerning the certification of the fulfillment of the vulnerability requirements, as evidenced on its official website. This provision applies to all customers meeting the vulnerability criteria, even if they are served in the liberalized market.\n\nOther regulatory developments in the gas and electric sector in Italy and Europe\n\nWithin the scope of the costs and criteria for accessing the main logistic infrastructures of the gas system, the main risk factors for the business are linked to the processes for defining the economic conditions and the rules for accessing transportation, LNG regasification and storage services, which periodically involve all the European countries in which Eni operates. The regulation criteria for gas transportation tariffs have been redefined for the four-year period 2024-2027 in countries such as Italy, France and Belgium, but the re-definition of transportation tariffs criteria at pre-established multi-yearly deadlines, as well as the timely definition on an annual basis of the specific applicable tariff values, is an element that all European countries have in common and which also in the future could have an impact on logistic costs. Changes in access rules and tariff levels may also affect the regasification and storage sector representing risk factors as well as business opportunities, also in consideration of the market context following the energy crisis in 2022-2023 and of the need to pursue new solutions to ensure European security and diversification of supplies.\n\n \n\n84\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nActivity in the wholesale gas market is also exposed to risks arising from both temporary and structural developments in the regulatory framework that may impact market dynamics and entail specific obligations. These include regulatory measures introduced at both the European and individual country levels since the 2022 energy crisis, aimed at containing prices or improving security of supply (for example, storage filling targets), as well as new and increasing regulatory obligations imposed on importers.\n\nIn the medium term we could expect that gas demand at European level can still be supported by policies aimed at phasing out coal in power generation, in view of the decarbonisation targets. On the other side, with the progressive implementation of the EU Green Deal and of the related ambitious regulatory interventions aimed at decarbonisation, in the coming years the regulation of the gas sector will be affected by potentially significant changes, as a consequence of adjustments in the market design and/or new obligations or constraints on operators in the sector. The evolution of European regulations, in the context of energy transition and consistently with the decarbonisation objectives of the energy sector (including the related objectives for the development of renewable or decarbonised gases, for the promotion of technologies enabling greater integration between the electricity and gas sectors, for the reduction of methane emissions) will put pressure on the natural gas sector, but on the other side this will likely open up and support new business opportunities in the renewable and decarbonized gases sectors that Eni is ready to pursue.\n\nFrom a retail perspective, there were a number of various measures adopted at national level. For example, in 2021, the Spanish government in a measure to protect final consumers with low voltage supplies (>10kW power), reduced VAT from 21% to 10% and in 2022 proceeded to lower it further, to 5%. However, while retailers invoice final customers 5% VAT, distribution companies continue to invoice retailers at the normal 21% rate. The value-added tax rate for energy bills gradually returned to 21% in 2024.\n\nIn France, during 2022, electricity and gas regulated tariffs were maintained below cost with a compensation distributed to all suppliers. For 2023, the government increased the frozen regulated electricity and gas tariffs by 15%. Although suppliers will continue to be compensated for 2023, this freeze will continue to have a negative impact on the competitiveness of alternative suppliers. Moreover, the amount of compensation is based on sales prices, which are set by the government below the suppliers' real costs. The ad hoc compensation mechanism introduced in 2022 for apartment blocks has also been extended until the end of 2023 and now covers both electricity and gas consumption. The government has also introduced a new support mechanism for SME electricity consumption throughout 2023. The compensation that suppliers gave to their customers (both condominiums and SMEs) was financed by the government. Therefore, their financial and commercial impact is limited. As far as gas is concerned, regulated tariffs were phased out in 2023. As far as electricity is concerned, in November 2024, the French Regulator (CRE) published an assessment supporting the reasons for the permanence and extension for a further 5 years (until 2030) of the electricity regulated tariff. Shortly after, the French Competition Authority has published an opinion strongly criticizing such decision and denouncing the non-transitory nature of the regulated tariff as well as its negative impact on the competitiveness of the energy market, thus suggesting its timely repeal. The Government has validated the decision for the extension of the regulated tariffs on electricity until 2030 and notified its decision to the European Commission.\n\nIn Italy there have been some government interventions to contain retail prices such as: \n\n-   cancellation of general system charges in the electricity sector, which in the gas sector even assume negative value;\n\n-   strengthening of social bonuses in both sectors;\n\n-   decrease of VAT in the gas sector (until December 31, 2023). \n\nWith regard to wholesale power sector, Eni is participating to Italian Capacity Market auctions starting from 2019. During the delivery period the operators selected by the auctions will receive a fixed premium and, in return for this payment, they must i) offer power capacity on energy markets (day- ahead Market and intraday Market) and/or on the dispatching services market; ii) pay the difference between a market reference price and a pre- determined strike price whenever the reference price exceeds the strike price. Eni has been awarded all the capacity offered in the tenders so it will receive a net benefit for its existing Eni group’s power plants during the delivery period (2022, 2023 and 2024) and for a new power plant, that will be built in Ravenna, for a period of fifteen years (starting in 2023).\n\n85\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe auctions for the delivery years 2025, 2026 and 2027 have been held in November 2024, December 2024 and February 2025, respectively and Eni was awarded a premium for existing capacity of €45,000 MW/y, €46,000 MW/y and €47,000 MW/y respectively. The risk of annulment of the auctions has been removed, as all operators who appealed have withdrawn them due to a lack of interest.\n\nThe auction for the allocation capacity with delivery 2028, which will likely take place in 2026, will be affected by increasing competition as a consequence of lower adequacy demand due to the new energy storage capacity, which Terna has procured by the centralized auction system, the so called “MACSE” (the first MACSE’s auction with delivery 2028 took place in September 2025, the second one will take place in 2026). Terna hasn’t planned the auctions for the years following 2028 yet.\n\nBesides, over the past years Italian power market design has significantly been affected by the implementation of European market model. The main innovations were the introduction of negative prices and the launch of new Intraday Market based on continuous trading and gate-closure close to delivery period (h -1 gate closure), both adopted in the second half of 2021. Moreover, the introduction of 15 minute Market Time Unit in the day ahead in 2025 and further reduction of intraday gate-closure time closer to delivery period (Q-30) starting from January 2026, are further contributing to the cross-border integration of European energy and balancing market (coupling of intraday market, coupling of balancing reserves markets). The implementation of new regulatory provisions concerning the rules which govern the Italian balancing market (the so called “Nuovo Testo Integrato del Dispacciamento” or “Nuovo TIDE”), has partially entered into force since January 1, 2025 and will be fully implemented from February 1, 2026. Management believes that all these measures will increase competition, in particular in the Italian balancing market, also taking into account that Terna is committed to minimize the balancing market cost.\n\nDespite the increasing frequency of RES overgeneration events in 2025, the current regulatory framework has avoided the occurrence of negative prices in day ahead market (so called “MGP”). Regarding this matter no regulation changes are foreseen.\n\nAs regards MGP, starting from 1 January 2025, the phase-out of the PUN has had no effect on the wholesale electricity market due to the introduction of the “PUN Index” which includes a compensation component. Compensation component can be removed or partially modified just after a consultation that should be launched 24 months in advance. The revision of the European electricity market design carried by the Commission, amended four pieces of legislation throughout Regulation (EU) 2024/1747 and Directive (EU) 2024/1711: the Electricity Directive 2019/944 and Regulation 2019/943, RED II (2018/2001, regarding support schemes for renewables) and Regulation 2019/942 establishing ACER. The revision is more targeted and limited in the changes that were initially anticipated, most notably it conserves the merit-order pricing system, while reinforcing the role of long-term contracts for renewable energy sources, namely two ways CfDs and PPAs. With respect to Capacity Remuneration Mechanisms, the reform positively recognizes such mechanisms as structural elements of electricity markets, removing the reference to the temporary requirement. It maintains the validity of the Commission approval according to the State Aid Guidelines for ten years, but it charges the Commission with the proposal of a new simplified approval process for new CRMs, which ended with the publication of Clean Industrial State Aid Framework. The CISAF framework allows to streamline the approval of a CRM but provided that the mechanism is compliant with conditions defined in a target model.\n\nFurthermore, the reform introduced several obligations on suppliers. First, an obligation to offer fixed-price, fixed-term contracts, without first guaranteeing the possibility of charging termination fees. Second, it opens the possibility for Member States to require suppliers to cover part of their risk exposure using PPAs. Finally, it establishes the framework for declaring future price crisis, in which case Member States may impose below cost regulated prices, however, conditions are set whereby suppliers must be compensated for selling energy below cost, that there should be no discrimination between suppliers and that all suppliers are eligible to provide below cost offers on the same basis.\n\nAt present, the emergency interventions adopted by the government to compensate for the phenomenon of high energy prices are finished. In fact, in addition to the suspension of tax credits for companies (starting from the third quarter 2023) and the reinstatement of system charges for the electricity sector (starting from the second quarter 2023), the 5% VAT reduction for gas, which was still in place until the fourth quarter 2023, is also terminated. Currently, only a few measures are provided for the most vulnerable households (for example the extraordinary contribution for electricity bonus holders confirmed for the first quarter 2024).\n\nRegarding the development of power generation from renewable sources, there are many issues under discussion that could represent risk factors for the sector. Noting the critical issues related to the complexity of the authorization processes, Law No. 201 of November 28, 2023 (Art. 3) extended from 16 to 24 months the provisions of Art. 26 of the Competition Law 2021 (118/2022) on the adoption of one or more legislative decrees on simplification, thus moving the deadline for the exercise of the delegation to August 25, 2024. \n\nIn addition, the pending Decree on Eligible Areas and Regional Burden Sharing, the approval of which is desirable in a timely manner to ensure investment in the sector, and the Decree on Incentivizing Renewable Energy Plants Close to Competitiveness (FERX), which confirms the introduction of inflation adjustment mechanisms for tariffs, represent uncertainty elements for the achievement of the expected energy transition goals.\n\nWith regard to the development of offshore power generation, particularly with floating technology, a certain framework of rules is strongly expected with reference to the finalization of maritime spatial planning tools and the publication (by the Ministry of Environment and Energy Security) of the guidelines/vademecum related to the necessary fulfillments for the purpose of initiating the single procedure for the authorization of such plants, as per the provisions of Legislative Decree No. 199 of November 8, 2021 (Art. 23). In addition, a strong impact for pipeline projects will be the definition of the Decree on incentives aimed at innovative plants or those still far from market competitiveness (RES2) and an adjustment of the regulatory framework related to port areas: a first positive step in this direction is represented by the provisions of DL 181/2023, which started the process for the identification of two port areas in the South of Italy for the development of investments of the shipbuilding sector for the production, assembly and launching of floating platforms and related electrical infrastructure.\n\n \n\n86\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nRefining and marketing of petroleum products\n\nRefining. The current regulation on refining activity in Italy provides that Italian administrative bodies authorize plans filed by refining operators intended to set up new processing and storage plants and to upgrade capacity, while all other changes that do not affect capacity can be freely implemented. This regime was streamlined by Law Decree No. 5/2012 (as converted in Law 35/2012) that defined mineral oil processing and storage plants as “strategic installations” that need authorization from the State, in agreement with the local administrations. The Decree introduced a unitized process of authorization that must be finalized within 180 days, subject to compliance with applicable environmental regulations.\n\nThe EU 2024 Delegation Law sets out the criteria for the transposition of the following:\n\n• Directive 2024/1785/EU, which amends Directive 2010/75/EU on industrial emissions. The foreseen revision of the integrated environmental authorization (AIA) will impact refineries, since strengthened requirements are expected (including: more stringent emission limit values and binding performance limit values, the obligation to adopt a certified environmental management system, increased transparency for public participation and the right to compensation for damage to health and to the environment caused by violations of applicable rules).\n\n• Directive 2024/2881 on ambient air quality, which sets more stringent emission standards by 2030 - aligned with the latest WHO (World Health Organization) recommendations - for PM2.5, PM10, nitrogen dioxide (NO₂), and sulfur dioxide (SO₂) and strengthens access to justice and citizens' right to compensation for health damage. Targets set for Member States will influence public programs for urban and metropolitan mobility and may affect permit requirements for industrial installations, particularly regarding air emissions in areas with the most critical air quality conditions.\n\n• Directive (EU) 2024/1203 on the protection of the environment through criminal law which strengthens the European framework by introducing new environmental offences and harshening penalties.\n\nTo promote, by means of investment aid, the conversion of existing refineries for the production of pure biofuels, a dedicated fund has been established under the Ministry of Environment and Energy Security budget. The Ministerial Decree of June 17, 2024 sets out the criteria and conditions for the allocation of the resources, however, the allocation procedure has not yet been published. Legislative Decree No. 5/2026, which transposes Directive (EU) 2023/2413, extends the scope of the fund to include sustainable aviation biofuels (SAF), although without increasing its financial endowment or extending the reference period.\n\nA new Ministry of the Environment and Energy Security decree was published on November 3, 2025. The decree establishes the criteria and procedures for allocating capital grants to support the total or partial conversion of existing traditional refineries into biorefineries to produce sustainable liquid biofuels, to be used also in pure form, and SAF produced from the raw materials listed in Annex IX – RED. The costs are financed through ETS allowances auctions revenues.\n\nFollowing the entry in force of the EU methane emissions Regulation, the Italian Government is currently defining the applicable sanctions regime.\n\nRecently, new legislation has been adopted concerning work safety (Law decree 159/2025 Sicurezza sul Lavoro, Law n. 203/2024).\n\nMarketing. Following the enactment of the Law Decree No. 1/2012, an increased level of competition in the retail marketing of fuels has been introduced. The rules regulating relations between oil companies and managers of service stations have been changed by introducing the difference between principal and non-principal of a service station. Starting from June 30, 2012, principals have been allowed to freely supply up to 50% of their requirements. In such case, the distributing companies have the option to renegotiate terms and conditions of supplies and brand name use. As for non-principals, the law allows the parties to renegotiate terms and conditions at the expiration of existing contracts and new contractual forms can be introduced in addition to the only one allowed so far, i.e. exclusive supply. The law also provides for an expansion of non-oil sales. Furthermore, the Budget Law 2018 (Law 205/2017) provides some measures for preventing tax evasion in the sale of oil products. The law requires the advance payment of Value Added Tax (VAT) on oil products before the extraction from deposits or the sale to consumer.\n\n87\n\n[Table of Contents](#TOC_TableofContent)\n\nIn 2019, the Law no. 157/2019 introduced a set of measures to prevent illegal conduct/practices linked to fiscal fraud for the exchange of products in the retail fuel market. These regulatory initiatives will also address for more competition and efficiency of the sector. In 2020, the Budget Law 2021 (Law 178/2020) extends some measures to prevent fiscal frauds and introduces electronic communication for some information.\n\nService stations. Legislative Decree No. 32 of February 11, 1998, as amended by Legislative Decree No. 346 of September 8, 1999 and Law Decree No. 383 of October 29, 1999, as converted in Law No. 496 of December 28, 1999, significantly changed Italian regulation of service stations. Legislative Decree No. 32 replaces the system of concessions granted by the Ministry of Industry, regional and local authorities with an authorization granted by city authorities while the Legislative Decree No. 112 of March 31, 1998 still confirms the system of such concessions for the construction and operation of service stations on highways and confers the power to grant to Regions. Decree No. 32 also provides for: (i) the testing of compatibility of existing service stations with local planning and environmental regulations and with those concerning traffic safety to be performed by city authorities; (ii) the option to extend by 50% the opening hours (currently 52 hours per week) and a generally increased flexibility in scheduling opening hours; (iii) simplification of regulations concerning the sale of non-oil products and the permission to perform simple maintenance and repair operations at service stations; and (iv) the opening up of the logistics segment by permitting third -party access to unused storage capacity for petroleum products. Subsequently, various regulations have been enacted in Italy with the aim of improving network efficiency, modernizing service stations and opening up the market. Currently, all service stations are provided with self-service equipment and the sale of non- oil products has been broadly introduced by local administrative bodies.\n\nLaw Decree No. 1/2012 also allowed the installation of fully automated service stations with prepayment, but only outside urban areas. Law No. 133 of August 6, 2008, by intervening in competition provisions, removes some national and regional regulations, which might limit the liberty of establishment and introduces new provisions particularly concerning the elimination of restrictions concerning distances between service stations, the obligation to undertake non-oil activities and the liberalization of opening hours.\n\nIn 2023, the Law Decree 5/2023 provided measures for the transparency and control of the prices of the road transport sector fuels. Ministry of Industry and Made in Italy calculates and publishes on its website: (i) the arithmetic average, on a regional basis, of the prices communicated by fuel sellers operating on the service stations located off highway and (ii) the arithmetic average, on a national basis, of fuel prices communicated by operators located in highway. Subsequently, pursuant to the abovementioned Law Decree 5/2023, the Ministerial Decree of March 31, 2023 provided the rules for the exposition of the relevant average reference prices for the fuel sellers. With ruling n. 1806 dated 23 February 2024, the Consiglio di Stato declared the illegitimacy of the provision contained in art. 7 of the Ministerial Decree of March 31, 2023, which established the obligation for fuel distributors to display on a daily basis the average price.\n\nLaw no. 124/2017 aims to promote the structural reorganization of the fuel distribution network also in order to increase competition and efficiency. The law requires the closure of fuel stations that are incompatible with road safety regulations and environmental streamlining procedures for the decommissioning. The Law Decree 76/2020 extended the simplified procedures for the fuel station decommissioning by 2023.\n\nThe regulatory framework provided by the legislative decree No 257/2016 – implementing EU Directive 2014/94/EU (AFID) on alternative fuel infrastructures – has introduced minimum requirements for the construction of infrastructure for the development of alternative fuels to mitigate the environmental impacts of the transport sector.\n\nRegulation (EU) 2023/1804 (AFIR) on the deployment of alternative fuels infrastructure repeals Directive 2014/94/EU and establishes, inter alia, mandatory national targets leading to the deployment of sufficient alternative fuels infrastructure in the Union for road vehicles, trains, vessels and stationary aircraft. It also lays down common technical specifications and requirements on user information, data provision and payment requirements for alternative fuels infrastructure. It applies from April 2024.\n\n \n\nThe 2021 Budget law (Law 178/2020) introduced the obligations for concessionaires’ highway stations to provide electric charging points (up to 50 kW) within their own area of competence. Finally, the Law Decree 76/2020 introduced simplified procedures for the installation of electric charging points and stations and incentives to be recognized by local authorities (i.e. tax reduction or exemption for public land use). With the provisions of the Law Decree 77/2021 the installation of public access electric vehicle charging infrastructure is not subject to the issuance of a building permit and is considered free construction activity. Moreover, the annual Competition Law for 2022 (legislative decree No 118/2022) provides for competitive, transparent and non- discriminatory procedures for the selection of the operators responsible for the installation of electric recharging points on the highways network (fast and ultra-fast).\n\n88\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nAmong the measures introduced to spread sustainable mobility in Italy, starting from the 2019 Budget law and until 2024 the so-called ecobonus contributions were in place for the purchase of low-emission vehicles. With several other Acts (Law Decree 34/2020, 104/2020, Legislative Decree 187/2021), new measures and extension of existing provisions for sustainable mobility have been adopted in order to decarbonize the transport sector, through incentive mechanisms for low emission vehicles and for the installation of electric charging infrastructure. Also, Law Decree No 17/2022 provided a new incentive framework (from 2022 to 2030) for, inter alia, purchasing low-emission vehicles. The DPCM of 20 May 2024 remodulates incentives as well, to be allocated by 2024, by vehicle category. Following the latest revision (November 2025) of the National Recovery and Resilience Plan (NRRP) a new private and light commercial vehicle fleet renewal program with electric vehicles has been introduced, aimed at the purchase of at least 30,830 zero-emission vehicles by mid-2026. It consists of a car-scrapping scheme whereby a thermal vehicle is surrendered and replaced by a newly purchased zero-emission vehicle. \n\nRenewables uptake in the transport sector. In order to support the achievement of the renewables target in the transport sector established by the EU and national laws, the Ministerial Decree of March 2, 2018, provides the legislative framework to incentivize the production of both biomethane and other advanced biofuels to be used in the transport sector. The Decree provides incentives for plants starting operations between 2018 and 2022 and for plants that are converted to biomethane production. The incentive consists in an allocation of a Certificate (CIC) for every 10 Gcal of biomethane produced. The certificate has a market value since fossil fuel marketers have to sell a minimum percentage of biofuels annually, for which they receive the same Certificates. In order to access to incentives, producers must comply with legal and technical regulations governing the quality and certification of the produced biomethane, verified by the competent Authority (Gestore dei Servizi Energetici, GSE). These measures aim to favor advanced biofuels production through the valorization of waste, notably of agricultural and farm/zootechnical waste.\n\nRegarding biomethane, the incentive scheme has been replaced, following approval by the European Commission, by the Ministerial Decree of September 15, 2022. The mechanism consists of an operating aid – in the form of a CfD linked to the market value of natural gas and of the biomethane Guarantee of Origin, auctioned through a competitive procedure – and an investment aid – covering up to 40% of the eligible investment costs and funded by the NRRP. The mechanism differentiates between new plants and refurbishments and between agro or waste-based plants. Law 136/2023 introduced an inflation-linked indexation for the base tariffs set by MD September 15, 2022. In every auction, tariffs will be updated following the total inflation accrued between November 2021 and the auction’s opening month.\n\nAt the end of 2020, the Ministerial Decree of October 2014 on conditions, criteria and implementation of biofuels (conventional and advanced) obligations for suppliers was modified. Among the novelties, the Decree introduced: the increase of the overall 2021 target from 9% to 10% and a new additional target of 0,5% of advanced liquid biofuels to be mandatory blended by each supplier (outside the incentive scheme provided by DM 2018). The Ministerial Decree was further amended (n. 107/2023) to specify the criteria and procedures for updating the obligations introduced by Legislative Decree 199/2021 which transposed Directive 2018/2001 (better known as REDII).\n\nIn June 2024 Italy submitted its final updated NECP, a strategic plan where EU member States deliver on their commitments and reach the 2030 targets as set by the EU Fit for 55% legislation and REPowerEU, and in particular in line with the provisions of Directive 2413/2023 (REDIII).\n\nIn January 2026, Legislative Decree No 5/2026 amended Legislative Decree No 199/2021 to transpose the REDIII. The Decree sets more ambitious targets for renewable energy penetration in the transport sector (setting a share of 29% in sectoral final consumption vs the previous 16%) and extends the obligation to suppliers of all transport energy carriers, including RFNBO (renewable fuels of nonbiological origin), RCF (recycled carbon fuels), LPG and electricity released in consumption for transport purposes. The maritime transport sector is included while jet fuel consumption is excluded from the obligation, as the ReFuelEU Aviation Regulation applies. The new decree confirms, by 2030, an advanced biofuels target of 8%, with a new sub-target requiring a minimum 1% share of RFNBO (of which at least 0.5% for direct use). RFNBO’s contribution to the transport target is considered even when such fuels are used as intermediate products for the production of conventional transport fuels or biofuels (if the GHG reduction achieved using RFNBO is not counted in the calculation of GHG reduction resulting from the use of biofuels), however with a lower energy valorization. The new decree sets two different regimes in case of non-compliance: existing obligation on biofuels entails a penalty of €4,000 for each missing CIC and the carryover of the obligation to the following year; whereas for the new RFNBO obligation, only a penalty of €4,000 per missing CIC is applied.\n\nDecree 5/2026 confirms the annual targets and the trajectory (with volumes increasing by 100 tons per year from 2023 and reaching 1 million tons per year from 2030 onwards) for liquid biofuels in pure form, additional to the RED obligation. The Decree introduces the possibility of using liquid and gaseous biofuels in pure form in the agricultural sector.\n\nAs mentioned, the methods and criteria for implementing supply obligations for the period 2023-2030 are regulated by Ministerial Decree No 107/2023, which also defines the annual trajectories for achieving all biofuels targets and will be applied until its update.\n\nLegislative Decree 5/26 has also repealed the provisions relating to GHG saving requirements (6%) and raised the FAME quota in the diesel specification (from 7% to 10%) as provided for in Directive 98/70 (FQD). The new decree removes the restrictions on the use of PFAD and EFB, while confirming that palm-oil-based fuels cannot contribute to RES targets in the transport sector unless certified as low-ILUC risk.\n\n89\n\n[Table of Contents](#TOC_TableofContent)\n\nRecent EU legislation promotes alternative fuels specifically in aviation and maritime transport. The ReFuelEU Aviation regulation (2405/2023) provides EU-wide blending targets for sustainable aviation fuel SAF (sustainable aviation fuel), from 2025 to 2050. Legislative decree 187/2025 defines penalties for violations of obligations related to Regulation (EU) 2023/2405. The FuelEU Maritime regulation (1805/2023) introduces progressive GHG intensity reduction requirements for the energy used on board by ships from 2025 to 2050. As mentioned above these provisions will be coordinated with the new legal framework set by the transposition of RED III in national law.\n\nAs for feedstock, with Ministerial Decree of August 8, 2024 new categories of feedstock to produce double counting biofuels have been introduced in Annex VIII of Decree 199/2021, transposing the reviewed Annex IX of the REDIII. In particular, intermediate crops and crops grown on severely degraded lands are included in Part A (advanced) when used for SAF production or in Part B for the other cases. Moreover, with the Ministerial Decree of August 7, 2024, the National Certification System for the Sustainability of Biofuels has been updated to identify the criteria procedures for the certification of biofuels it also refers to a specific subsequent decree for the certification of renewable fuels of non-biological origin and recycled carbon fuels.\n\nLaw Decree 63/2024 (DL Agricoltura) expanded the self-consumption regime for biomethane consumers. Self-consumption – subject to GSE’s operating rules as modified in May 2025 by Directorial Decree No 155/2025 - is no more strictly limited to on-site consumption of self-produced biomethane, but it can also include on-site consumption of biomethane produced on the same site by a third subject or produced in a different site by a third subject, under a specific contractual agreement covering the biomethane and – with an average price equal to 0 - the corresponding Guarantees of Origin.\n\nAt the EU level, Regulation (EU) 2023/1115 on Deforestation (EUDR) came into force in 2023. This regulation imposes strict supply chain due diligence (DD) and reporting obligations on specific commodities and products, such as palm oil and its derivatives, imported into and exported out of the EU, that can be placed on the market or exported only if are deforestation free. The application of obligation to large companies has been postponed to 30 December 2026 by Regulation (EU) 2025/2650.\n\nOn October 15, 2024, Legislative Decree 147/2024 came into force, amending Legislative Decree 47/2020 by updating the national regulations on greenhouse gas emission allowance trading to incorporate Directive (EU) 2023/959 revising the ETS Directive and Directive (EU) 2023/958 on the ETS system for aviation. Specifically, the introduced changes concern the gradual elimination of free allowances for the aviation sector, the inclusion of the maritime sector in the ETS mechanism, and the establishment of a new parallel ETS system (ETS II) involving commercial buildings, road transport, and small industries. Consequently, under the ETS II, from January 1, 2025, the companies that place into market the fuels used in road transport must have an authorization to emit GHG.\n\nNational Recovery and Resilience Plan (NRRP – Piano Nazionale Ripresa e Resilienza). The NRRP, as approved by the Italian Parliament in April 2021, includes relevant proposal for the refining and marketing business area. The NRRP has been amended six times so far, the latest revision of the Plan (November 2025) introduces provisions to ensure the completion of the investment and reform initiatives by the final deadline set at EU level (August 2026). It now foresees the development of at least 21 hydrogen-based refueling stations for road transport (reducing the previous target of 40 stations). It also assigns resources for the installation of charging infrastructures for electric vehicles, envisaging the provision of certificates of installation, by June 2026, for a minimum of 10,368 fast public charging infrastructure points for electric vehicles either along freeways or urban areas (also this target has been significantly reduced).\n\nPetroleum product prices. Petroleum products’ prices were completely deregulated in May 1994 and are now freely established by operators. Oil and gas companies periodically report their recommended prices to the Ministry of Economic Development; such recommendations are considered by service station operators in establishing retail prices for petroleum products.\n\nTax rate. The 2026 Budget Law (No. 199/2025) has introduced by 2026 the same excise tax level for diesel and gasoline for transport use, through a reduction of gasoline excise tax and an equivalent increase of diesel one. This provision leads to a complete realignment of the two excise duties at €672.90/1000 liters. The change does not affect the excise duty for pure biofuels (paraffinic diesel, HVO, and B100) produced from Annex IX-RED feedstock that until May 2030 is set at €617.4/1000 liters, nor tax reduced rates for some particular use (agricultural diesel, fixed engines, commercial diesel).\n\nCompulsory stocks. As a member of the European Union and the International Energy Agency (IEA), Italy has the obligation to maintain oil product stocks to ensure supplies in case of a national or international crisis, in accordance with Directive UE 2009/119/CE. The Legislative Decree No. 249/2012, entered into force on February 10, 2013 to implement the Directive No. 2009/119/EC. Legislative Decree no. 249 dated 31 December 2012 introduced the new procedures to maintain and manage the petroleum emergency stocks and provided for the creation of the Organismo Centrale di Stoccaggio Italiano (OCSIT), under the surveillance of the Ministry of Environment and Energy Security.\n\n90\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nItaly’s compulsory stocks level must be at least 90 days of net import, including a 10% deduction for minimum operational requirements. Compulsory stocks are determined each year by a decree of the Minister of Environment and Energy Security defining also the compulsory stocks to be held by each economic operator according to previous year domestic consumption data.\n\nAs of December 31, 2025, Eni owned 3.8 mmtonnes of oil products inventories, of which 2.6 mmtonnes as “compulsory stocks”, 1.1 mmtonnes related to operating inventories (including 0.2 mmtonnes of oil products contained in facilities and pipelines) and 0.1 mmtonnes related to specialty products. Eni’s compulsory stocks were held in term of crude oil (29%), light and medium distillates (44%), refinery feedstock (22%), fuel oil (4%), and other products (1%) were located throughout the Italian territory both in refineries (80%) and in storage sites (20%).\n\nCompetition\n\nLike all Italian companies, Eni is subject to Italian and EU competition rules. EU competition rules are set forth in Articles 101 and 102 of the Lisbon Treaty on the Functioning of the European Union entered into force on December 1, 2009 (“Article 101” and “Article 102”, respectively being the result of the new denomination of former Articles 81 and 82 of the Treaty of Rome as amended by the Treaty of Amsterdam dated October 2, 1997 and entered into force on May 1, 1999) and EU Merger Control Regulation No. 139 of 2004 (EU Regulation 139). Article 101 prohibits collusion among competitors that may affect trade among Member States and that has the object or effect of restricting competition within the EU. Article 102 prohibits any abuse of a dominant position within a substantial part of the EU that may affect trade among Member States. EU Regulation 139 sets certain turnover limits for cross-border transactions, above which enforcement authority rests with the European Commission and below which enforcement is carried out by national competition authorities, such as the Antitrust Authority in the case of Italy. On May 1, 2004, a new regulation of the European Council came into force (No. 1/2003) which substitutes Regulation No. 17/1962 on the implementation of the rules on competition laid down in Articles 101 and 102 of the Treaty. In order to simplify the procedures required of undertakings in case of conducts that potentially fall within the scope of Article 101 and 102 of the Treaty, the new regulation substitutes the obligation to inform the Commission with a self-assessment by the undertakings that such conducts do not infringe the Treaty. In addition, the burden of proving an infringement of Article 101(1) or of Article 102 of the Treaty shall rest on the party or the authority alleging the infringement. The undertaking or association of undertakings claiming the benefit of Article 101(3) of the Treaty shall bear the burden of proving that the conditions of that paragraph are fulfilled. The regulation defines the functions of authorities guaranteeing competition in Member States and the powers of the Commission and of national courts. The Competition Authorities of the Member States shall have the power to apply Articles 101 and 102 of the Treaty in individual cases. For this purpose, acting on their own initiative or on a complaint, they may take the following decisions:\n\n \n\n●\n\nrequiring that an infringement be brought to an end;\n\n \n\n●\n\nordering interim measures;\n\n \n\n●\n\naccepting commitments; and\n\n \n\n●\n\nimposing fines, periodic penalty payments or any other penalty provided for in their national law.\n\nNational courts shall have the power to apply Articles 101 and 102 of the Treaty. Where the Commission, acting on a complaint or on its own initiative, finds that there is an infringement of Article 101 or of Article 102 of the Treaty, it may: (i) require the undertakings and associations of undertakings concerned to bring such infringement to an end; (ii) order interim measures; (iii) make commitments offered by undertakings to meet the concerns expressed to them by the Commission binding on the undertakings; and (iv) find that Articles 101 and 102 of the Treaty are not applicable to an agreement for reasons of Community public interest. Eni is also subject to the competition rules established by the Agreement on the European Economic Area (the “EEA Agreement”), which are analogous to the competition rules of the Lisbon Treaty (ex Treaty of Rome) and apply to competition in the European Economic Area (which consists of the EU and Norway, Iceland and Liechtenstein). These competition rules are enforced by the European Commission and the European Free Trade Area Surveillance Authority. In addition, Eni’s activities are subject to Law No. 287 of October 10, 1990 (the “Italian Antitrust Law”). In accordance with the EU competition rules, the Italian Antitrust Law prohibits collusion among competitors that restricts competition within Italy and prohibits any abuse of a dominant position within the Italian market or a significant part thereof. However, the Italian Antitrust Authority may exempt for a limited period agreement among companies that otherwise would be prohibited by the Italian Antitrust Law if such agreements have the effect of improving market conditions and ultimately result in a benefit for consumers.\n\nIn 2025, the Italian Antitrust Authority opened two proceeding against Eni for alleged violation of competition rules in the fields of bioplastics and biofuels and in both cases the Authority imposed a fine at Eni. The proceeding involving the biofuels segment is significant to the Company, who has filed an appeal to an administrative court requesting the repeal of the fine because the management believes that the charges from the authority are groundless. Those proceedings are fully disclosed in Note n. 18 to the Consolidated Financial Statements and a risk provision has been accrued in each case.\n\n[Property, plant and equipment](#TOC)\n\nEni has freehold and leasehold interests in real estate in numerous countries throughout the world. The Company enters into operating lease contracts with third parties to hire plant and equipment such as floating production and storage offloading vessels (FPSO), drilling rigs, time charter, service stations and other equipment. Management believes that certain individual petroleum properties are of major significance to Eni as a whole. Management regards an individual petroleum property as material to the Group in case it contains 10% or more of the Company’s worldwide proved oil&gas reserves and management is committed to invest material amounts of expenditures in developing it in the future. See “Exploration & Production” above for a description of Eni’s both material and other properties and reserves and sources of crude oil and natural gas.\n\n[Organizational structure](#TOC)\n\nEni SpA is the parent company of the Eni Group. As of December 31, 2025, there were 468 subsidiaries and 170 associates, joint ventures and joint operations that were accounted for under the equity or cost method or in accordance to Eni’s share of revenues, costs and assets of the joint operations calculated based on Eni’s working interest. Information on Eni’s investments as of December 31, 2025 is provided in the “Item 18 - Notes to the Consolidated Financial Statements”.\n\n \n\n91\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n[Item 4A. UNRESOLVED STAFF COMMENTS ](#TOC)\n\nNone.\n\n \n\n \n\n[Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](#TOC)\n\nThis section is the Company’s analysis of its financial performance and of significant trends that may affect its future performance. It should be read in conjunction with the Consolidated Financial Statements and related Notes thereto included in Item 18. The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards as issued by the IASB.\n\n \n\nThis section contains forward-looking statements, which are subject to risks and uncertainties. For a list of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, see the cautionary statement concerning forward-looking statements on page ii.\n\n \n\n[Basis](#TOC) of preparation\n\nEni is a diversified energy company, operating in several jurisdictions across all continents. It engages in exploration, development, production and trading of oil, gas and LNG, in the businesses of new energies including electricity production from renewable sources and biofuels manufacturing, the refining of crude oil and marketing of refined products and the production of plastics both from oil-based feedstock and from renewable feedstock. For financial reporting purposes and considering how the chief operating decision maker is assigning profit responsibilities and assessing managerial performance and capital allocation processes, Eni reportable operating segment have been identified as follows:\n\n- Exploration & Production, which is integrating results of the E&P operating segment with those of activities of marketing, shipping and trading of oil and products to enhance synergies and to fully capture margins across the value chain;\n\n- Global Gas & LNG Portfolio and Power, which is integrating results of the operating segment Global gas, power and LNG portfolio with those of the activities of managing and upgrading the fleet of gas-fired power plants which are ancillary to gas and power supply and trading activities;\n\n- Enilive: this operating segment engages in the manufacturing of biofuels at the operated Italian plants of Venice and Gela and through the Chalmette JV in the USA, whilst advancing expansion plans in Italy and South-East Asia. It manages a network of refueling service stations in Italy and selected European markets, also providing services and non-fuel products to drivers. It also markets fuels through other channels (resellers, ports, airports, etcetera);\n\n- Plenitude engages in the activities of retail marketing of gas, power and related services, with a customer base of about 10 million retail points of delivery (gas and electricity) in Europe (of which 8 million were in Italy) as of December 31, 2025. It engages in the renewable energy business (solar photovoltaic and wind facilities both onshore and offshore), which comprises building, commissioning, and managing renewable energy producing installations and managing and expanding a network of charging points for electric vehicles throughout the European territory;\n\n- Refining and Chemicals: this reportable segment aggregates the results of the refining business and those of the chemicals business managed by Eni’s subsidiary Versalis. The Refining business engages in refining crude oil to manufacture fuels and in wholesale marketing activities, which mainly consist of the inter-company supply of refined products to the Group subsidiary Enilive and in sales to large accounts. The Chemical business engages in the production and marketing of basic petrochemical products, plastics and elastomers. Versalis is developing the business of manufacturing chemical products from renewable raw materials, bioplastics and bio-based products through the recently acquired subsidiary Novamont. Activities are concentrated in Italy and in Europe. The results of operations of the Refining business and the Chemical business have been combined in a single reporting segment because the businesses exhibit similar economic characteristics;\n\n- Corporate and Other activities: include the costs of the main business support functions, as well as, the results of the Group environmental clean-up and remediation activities performed by the subsidiary Eni Rewind and of the businesses engaged in developing the projects for CO2 capture and storage and/or utilization and agricultural hubs to ensure supply of bio-feedstock to the Group’s biorefineries.\n\n[Operating results](#TOC)\n\n2025 trading environment\n\nThe 2025 trading environment negatively affected the Company’s results of operations and cash flow for the year, mainly due to a decline in the price of Brent crude oil and the appreciation of the EUR vs the USD. The price of the Brent benchmark crude oil, the main driver of the Group’s results of operations, was 69 $/bbl on average in the year and declined significantly from the average value of 81 $/bbl recorded in 2024, down by about 15%. Crude oil prices have gradually weakened from the second quarter of the year, driven by an uncertain macroeconomic backdrop due commercial disputes triggered by the decision of the US administration to impose import tariffs on its main trading partners and the related risks of an economic slowdown and other geopolitical risks. In the same period, supply growth has been outpacing demand rise due to continuing production gains in non-OPEC countries, notably the US, Canada, Brazil and Guyana, while the eight voluntary members of the OPEC+ DoC started unwinding the production cuts made in previous years to support prices. Both the International Energy Agency “IEA” and official statistics from the US government estimated that oil production exceeded consumption by around 2 mmbbl/d in 2025, with the surplus set to widen further in 2026. An uncertain macroeconomic outlook and the perceived build-up in supplies triggered a continued sell-off of future contracts by financial operators, driving down the price of the commodity. Early in January 2026, crude oil prices touched the lowest level in more than five years, with the Brent crude falling to around 60 $/bbl. From that point onwards, crude oil prices have been improving steadily, recovering to more than 100 $/bbl by start of March 2026 driven by better-than-expected macroeconomic data and escalating tensions in the Middle East.\n\n92\n\n[Table of Contents](#TOC_TableofContent)\n\nThe outlook for 2026 remains uncertain due to projections of weak economic activity in China and Europe, as well as forecast of continued supply additions in the USA, Canada, Guyana, Brazil and other geographies, an improved political landscape in Venezuela which could open the Country’s oil sector to investments from foreign companies to increase production, and the stated intent by the OPEC+ plus alliance to return to the market all members’ available spare capacity. Factoring the described trends, the geopolitical risks related to ongoing tensions in the Middle East and the protraction of Russia’s military aggression of Ukraine and assuming a moderate macroeconomic growth, the management estimates crude oil prices at 70 $/bbl for the year 2026 (nominal terms). Under this pricing assumption, we expect to increase oil and gas production at a rate consistent whit our growth target in the 2026-2030 planning period envisaging a compounded average growth rate of around 4%. As discussed in Item 3-Risk factors, the Group results of operations are exposed to the variability of crude oil prices and the other scenario variables described herein.\n\nIn 2025, natural gas prices at the main European hubs were substantially in line with the previous year, albeit on a downward path due to continuing production ramp-ups and additions to LNG capacity in the US where production and export volumes have both reached all-time highs. Furthermore, gas production increased in other geographies like China, which is a net importer, while Canada which has large gas surpluses, entered the LNG export market. Supply additions and growing worldwide LNG flows also due to lower imports from China helped European gas-consuming countries to replace large volumes of gas previously imported from Russia via pipeline with little price volatility. Those developments resulted in gas prices at the main European hubs declining during the seasonal consumption peak of the last quarter, when prices normally rise.  Due to recent developments in Middle East, we expect a high degree of volatility in the European gas market for 2026. Looking forward, we believe that gas prices will resume their downward trend as more LNG supplies come online.\n\nMargins of petrochemicals products have been negatively and significantly affected by the European economic downturn and low growth of the Chinese economy, as well as the cost disadvantages of the European manufacturing sector due to comparatively higher expenses for feedstock and energy inputs, and environmental charges than in competing geographies and lack of scale against the backdrop of global overcapacity fueling continued price competition. We expect that an ongoing restructuring of our chemical business will start showing in 2026 results to partly offset a continued challenging environment.\n\nOn a positive side, margins of refined products improved from the second half 2025 due to several plant outages worldwide, reduced exports of refined products from Russia due the consequences of the war with Ukraine and increased sanctions from Western countries, and other market imbalances. Furthermore, margins of manufactured biofuels rebounded from the depressed level of 2024 due to better final prices.\n\nFinally, the appreciation of the Euro vs the USD exchange rate (down by 7% for the yearly average and by 15% for the closing rate) negatively affected the reported amounts of revenues, earnings and cash flows at dollar-denominated subsidiaries, as well as reduced the Group net equity.\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\nAverage price of Brent dated crude oil in U.S. dollars (1)\n\n69.06\n\n \n\n80.76\n\n \n\n82.62\n\nAverage price of Brent dated crude oil in euro (2)\n\n61.12\n\n \n\n74.64\n\n \n\n76.43\n\nAverage EUR/USD exchange rate (3)\n\n1.130\n\n \n\n1.082\n\n \n\n1.081\n\nSpot gas price at the Italian PSV (4)\n\n39\n\n \n\n36\n\n \n\n42\n\nStandard Eni Refining Margin (SERM)(5)\n\n7.3\n\n \n\n5.1\n\n \n\n8.1\n\nEuribor - three month euro rate % (3)\n\n2.18\n\n \n\n3.57\n\n \n\n3.43\n\n \n\n(1) Price per barrel. Source: S&P Global Energy.\n\n(2) Price per barrel. Source: Eni’s calculations based on S&P Global Energy data for Brent prices and the EUR/USD exchange rate reported by the European Central Bank (ECB).\n\n(3) Source: ECB.\n\n(4) €/MWh natural gas prices. Source: ICIS European Spot Gas Markets.\n\n(5) In $/BBL FOB Mediterranean Brent dated crude oil. Source: Eni calculations.\n\n \n\n93\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nKey consolidated financial data\n\n \n\n \n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n \n\n(€ million)\n\nSales from operations\n\n \n\n \n\n82,151\n\n \n\n88,797\n\n \n\n93,717\n\nOperating profit (loss)\n\n \n\n \n\n5,010\n\n \n\n5,238\n\n \n\n8,257\n\nAdjusted operating profit (Non-GAAP measure) (1)\n\n \n\n \n\n8,344\n\n \n\n10,348\n\n \n\n13,805\n\nNet profit (loss) attributable to Eni\n\n \n\n \n\n2,608\n\n \n\n2,624\n\n \n\n4,771\n\nAdjusted net profit (Non-GAAP measure) (1)\n\n \n\n \n\n4,989\n\n \n\n5,257\n\n \n\n8,322\n\nNet cash provided by operating activities\n\n \n\n \n\n13,330\n\n \n\n13,092\n\n \n\n15,119\n\nCapital expenditures\n\n \n\n \n\n8,647\n\n \n\n8,485\n\n \n\n9,215\n\nAcquisitions\n\n \n\n \n\n878\n\n \n\n2,593\n\n \n\n2,592\n\nDisposal of assets, consolidated subsidiaries and businesses\n\n \n\n \n\n1,383\n\n \n\n2,788\n\n \n\n596\n\nShareholders’ equity including non-controlling interest\n\n \n\n \n\n52,787\n\n \n\n55,648\n\n \n\n53,644\n\nFinance debt (including lease liabilities)\n\n \n\n \n\n34,164\n\n \n\n36,801\n\n \n\n34,065\n\nNet borrowings excluding lease liabilities (1)\n\n \n\n \n\n9,386\n\n \n\n12,175\n\n \n\n10,899\n\nNet profit (loss) attributable to Eni fully diluted\n\n(€ per share)\n\n \n\n0.78\n\n \n\n0.78\n\n \n\n1.40\n\nDividend per share\n\n(€ per share)\n\n \n\n1.05\n\n \n\n1.00\n\n \n\n0.94\n\nRatio of finance debt (including lease liabilities) to total shareholders’ equity plus finance debt (including lease liabilities)\n\n \n\n \n\n0.39\n\n \n\n0.40\n\n \n\n0.39\n\nGearing before lease liabilities ex IFRS 16 (1)\n\n \n\n \n\n0.15\n\n \n\n0.18\n\n \n\n0.17\n\n \n\n__________\n\n(1) For a discussion of the usefulness and a reconciliation of these non-GAAP financial measures with the most directly comparable GAAP financial measures see – \"Non-GAAP measures of performance\" and \"Liquidity and capital resources – Financial Conditions\" below.\n\n \n\nExecutive summary\n\n \n\nIn 2025, the Company’s results of operations and cash flows were negatively affected by an unfavorable trading environment driven by a steep decline in crude oil prices, which remained the key factor in determining the Company’s profitability, and to a lesser extent the appreciation of the EUR vs the USD. The average price of Brent benchmark crude oil fell by 15% in 2025 compared to 2024, down to 69 $/bbl on average (from 81 $/bbl in 2024). The downtrend in crude oil prices was caused by an uncertain macroeconomic outlook and by a continuing deterioration in market fundamentals due to supply growth outstripping demand additions.\n\n \n\nThe 2025 Group results were also affected by subdued natural gas prices and declining margins of commodity plastics. On a positive note, refining margins were helped by market dislocations and several plant outages on a worldwide scale, while the businesses of renewable power and of biofuels performed steadily.\n\n \n\nA negative trading environment was further compounded by the devaluation of the USD dollar vs the EURO. The movement in EUR/USD exchange rate reduced the reported amounts of earnings at Eni Group dollar-denominated subsidiaries when translating their financial statements in Euros.\n\n \n\nThe management estimated that the decline in crude oil prices reduced the Group financial performance in 2025 as follows:\n\n \n\n         Operating profit by an estimated €1.9 billion;\n\n         Net cash provided by operating activities “operating cash flow” by an estimated €1.6 billion.\n\n \n\n94\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe Group consolidated net profit attributable to Eni’s shareholders for 2025 was €2.61 billion, and was almost flat y-o-y.\n\n \n\nConsidering market headwinds, management believes that the Group recorded a solid performance in 2025 driven by several initiatives to withstand the impact of lower crude oil prices and of other exogenous factors. Those initiatives comprised working capital optimizations, cost cutting measures, capital discipline, portfolio management and other actions intended to optimize the Company cash-outs or accelerate the cash conversion cycle of revenues. Particularly, management leveraged its “satellite strategy” to valorize the Group subsidiaries which have been engaging in developing the businesses of renewables energies and of manufacturing biofuels, via direct investments in the share capital of such subsidiaries by private equity funds, interested in gaining exposure to such businesses.\n\n \n\nAs part of this, in 2025 the Group completed two very important transactions. The first related to an equity investment made by KKR in Eni’s subsidiary Enilive, which engages in the manufacture of biofuels and in the retail marketing of fuels and services to drivers, with the acquisition of a 30% interest resulting in cash proceeds of about €3.6 billion to Eni. A similar transaction was closed in relation to Plenitude, which is the other subsidiary of Eni engaging in the business of the new energies including the production of renewable power, where Ares made a 20% direct equity investment in Eni’s subsidiary share capital for cash proceeds of €2 billion to Eni. Both transactions did not have any impact on profit because they were recognized as transactions between owners.\n\n \n\nThose transactions were part of the Group portfolio management for the year which also included the disposal for €1.1 billion of a 30% interest in the operated Baleine oilfield off Cote d’Ivoire, which was brought online from one of our exploration discoveries where we retained high working interest. This latter disposal was part of our dual exploration model designated to accelerate reserves monetization by selling part of our high working interests in exploration assets.\n\n \n\nDespite a weak trading environment, the operating cash flow was a healthy €13.3 billion driven by solid results at E&P on the back of production growth and cost efficiencies, the contribution of the gas trading arm, steady performances at our transition-related satellites, Enilive/Plenitude, and several cash optimizations to improve working capital needs.\n\n \n\nThose cash inflows were utilized to fund our organic growth capital projects for €8.6 billion and to return €5 billion of cash to shareholders via dividends (about €3.1 billion) and the execution of a share buy-back program for 2025 (€1.9 billion, also including completion of previous year program), which has been expanded in the course of the year from an originally planned €1.5 billion to a revised €1.8 billion in consideration of the Campany’s progress in deleveraging the balance sheet. After funding other financing needs, the surplus cash was utilized to reduce net borrowings which fell from €12.2 billion to about €9.4 billion at 2025 year-end. Net borrowing is a non-GAAP financial measure tracked by management to evaluate the soundness of the Company’s balance sheet and financial structure (see glossary for a definition of Net borrowings and the paragraph “liquidity and capital resources” for a reconciliation of net debt with the most comparable GAAP measure).,\n\n \n\n95\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nReported earnings\n\nIn 2025, the Group earned €5 billion of reported operating profit, translating to net profit pertaining to Eni’s shareholders of €2.61 billion after interest expense, income from investments and taxes.  The 2025 operating profit was down by approximately €0.2 billion due to the E&P operating segment mainly on the back of unfavorable commodity and currency trends, partly offset by volume growth, lower expenses and lower identified items. Lower income taxes, but higher interest expense and reduced results at equity accounted entities and other investments translated into an overall improvement of about €0.2 billion, thus bringing net profit attributable to Eni’s shareholders unchanged year-on-year.\n\n \n\nNON-GAAP measures of performance: adjusted operating profit and adjusted net profit\n\nAdjusted operating profit (loss) and adjusted net profit (loss) are calculated by excluding the following items from the reported results: inventory holding gains or losses and identified gains and losses or extraordinary items (pre and post-tax, respectively) that in management’s view and results assessment do not reflect business base performance.\n\n \n\nExtraordinary items recognized in 2025 mainly comprised asset impairments at the E&P operating segment (around €1.1 billion pre-tax), environmental provisions (€0.56 billion), impairment losses at other businesses (€0.5 billion), risk provisions (€0.3 billion) mainly relating to a dispute with the Italian Antitrust Authority, for an overall net positive adjustment of €2.4 billion net of tax effects and including a revaluation of deferred tax assets and a post-tax inventory holding loss. Those same items categories amounted to a net positive adjustment of €2.6 billion in 2024.\n\n \n\nManagement is excluding the above mentioned identified items from reported results when evaluating the Group and each operating segment’s underlying performance. By doing so, the management is determining and utilizing non-GAAP measures of financial performance, defined as “adjusted operating profit” and “adjusted net profit”. Management believes that those non-GAAP measures of financial performance furnish valuable information to investors and users of financial reports because the identified items excluded from the GAAP measures to determine the adjusted results are intrinsically difficult to forecast and are influenced by several factors like possible permitted accounting choices, the modalities whereby assets are increased by organic development vs acquisitions, evolution in the operating environment influencing the timing of recognition of expenses and provisions, and managerial decisions and judgement. Furthermore, we understand that those non-GAAP measures are utilized by other oil&gas companies, which are removing the same items as the ones identified by our Company from reported results, and this facilitates comparison of performances across the industry. Finally, we note that we have consistently applied those adjustments to our results for several reporting years, by this way preserving comparability of our performance as measured in terms of adjusted results over time.\n\n \n\nA summary reconciliation of Group’s reported results vs adjusted results for the three-year period 2023-2025 is provided below:\n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(€ million)\n\nGAAP operating profit (loss)\n\n \n\n5,010\n\n \n\n5,238\n\n \n\n8,257\n\nInventory holding (gains) and losses\n\n \n\n745\n\n \n\n434\n\n \n\n562\n\nIdentified net (gains) losses\n\n \n\n2,589\n\n \n\n4,676\n\n \n\n4,986\n\nTotal net items in operating profit\n\n \n\n3,334\n\n \n\n5,110\n\n \n\n5,548\n\nNon-GAAP operating profit (loss)\n\n \n\n8,344\n\n \n\n10,348\n\n \n\n13,805\n\nGAAP net profit (loss)\n\n \n\n2,608\n\n \n\n2,624\n\n \n\n4,771\n\nInventory holding (gains) and losses, post tax\n\n \n\n508\n\n \n\n308\n\n \n\n402\n\nIdentified net (gains) losses, post tax\n\n \n\n1,873\n\n \n\n2,325\n\n \n\n3,149\n\nTotal net items in net profit\n\n \n\n2,381\n\n \n\n2,633\n\n \n\n3,551\n\nNon-GAAP net profit (loss)\n\n \n\n4,989\n\n \n\n5,257\n\n \n\n8,322\n\n \n\n96\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe Group underlying performance – i.e. excluding the identified gains and losses as well as the inventory holding loss – was an adjusted operating profit of €8,344 million compared to €10,348 million in 2024, down by approximately 19% or €2 billion.\n\nThis performance reflected the lower contribution by (i) the E&P segment (down by €1.7 billion) due to a negative trading environment reflecting a decline in crude oil prices y-o-y (down by 15%) and the appreciation of the EUR/USD rate (up by 4%), partly offset by higher hydrocarbon production volumes, lower expenses as well as cost efficiency initiatives. Other businesses performed in line or better than 2024: (i) the GGP and Power segment contribution (up by €0.13 billion) reflected continued value maximization from gas portfolio optimization, offsetting a negative scenario; (ii) Enilive increased the results (up by €0.11 billion) driven by a recovery in bio-margins and higher volumes processed. The Chemical business (was negatively affected by a challenged trading environment and reported a loss of €0.82 billion, in line with the loss reported in 2024), and finally an adjusted operating loss was reported at the Refining business (with €0.1 billion, slightly better than 2024).\n\nExcluding identified items and the inventory evaluation profit, adjusted net profit for 2025 was €4,989 million, a €268 million decrease compared to €5,257 million reported in 2024. The result was driven by a lower operating performance, lowering contribution from equity accounted entities driven by the negative commodity scenario partly offset by better operating and volume performances. The Group tax rate, excluding identified items (see paragraph “Taxes” of this item), was 44% and was lower than in 2025 (52% in 2024) due to a better geographical mix of profits before taxes in E&P reflecting higher contribution from jurisdictions with lower-than-average tax rates also as result of portfolio rationalization and as several exploration projects were matured to FID enabling the recognition of the tax benefits associated with previously incurred exploration expenses.\n\n \n\nBreakdown of identified items\n\nIn 2025, identified items amounted to a total positive adjustment of €3,334 million in operating profit and of €2,381 million in net profit, including an inventory pre-tax loss of €745 million (€508 million post-tax) relating to oil and refined products. Those items mainly comprised:\n\n(i)                  impairment losses of €1.1 billion in the Exploration & Production segment mainly driven by the alignment of disposal groups to their sale prices and downward reserves revisions and price effects at other oil&gas assets;\n\n(ii)                the write-down of capital expenditures made for compliance and stay-in-business at certain CGUs with expected negative cash flows in the Refining business (€0.25 billion);\n\n(iii)              impairment losses of chemical plants driven by a reduced profitability outlook because of continuing margins deterioration (€0.2 billion);\n\n(iv)               environmental and remediation provision of €0.56 billion which were recorded for about €0.17 billion by our subsidiary managing environmental remediation activities at dismissed Italian plants, €0.13 billion by the refining business and €0.17 billion by the chemicals business;\n\n(v)                 provisions for redundancy incentives (€0.72 billion)\n\n(vi)               risk provisions (€0.3 billion) mainly relating to a proceeding pending before the Italian Antitrust Authority (AGCM) regarding the business of retail sales of biofuels.\n\n \n\nThese items were partly offset by the reclassification of the negative balance of €0.33 billion in relation to exchange rate differences and derivatives, and by the net gains on disposal assets mainly in the upstream business (€0.03 billion). Furthermore, the tax item included about €0.38 billion of write-up of deferred tax assets due to improved profitability prospects of Italian subsidiaries.\n\n \n\n97\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nFor a breakdown of identified gains and losses by business segments, refer to the reconciliation of the Non-GAAP measures to the most comparable performance measures calculated in accordance with IFRS, in the Operating profit (loss) by segment section.\n\nThe table below sets forth details of the identified gains and losses included in the net results during the period presented.\n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(€ million)\n\nIdentified gains and losses of operating profit (loss)\n\n \n\n2,589\n\n \n\n4,676\n\n \n\n4,986\n\n- environmental charges\n\n \n\n560\n\n \n\n900\n\n \n\n648\n\n- gains on an environmental agreement with an Italian operator\n\n \n\n \n\n \n\n(869)\n\n \n\n \n\n- impairment losses, net\n\n \n\n1,582\n\n \n\n2,900\n\n \n\n1,802\n\n- impairment of exploration projects\n\n \n\n \n\n \n\n140\n\n \n\n \n\n- net gains on disposal of assets\n\n \n\n(21)\n\n \n\n(38)\n\n \n\n(11)\n\n- risk provisions\n\n \n\n325\n\n \n\n44\n\n \n\n39\n\n- provision for redundancy incentives\n\n \n\n72\n\n \n\n73\n\n \n\n158\n\n- effects of fair-valued commodity derivatives\n\n \n\n(26)\n\n \n\n1,056\n\n \n\n1,255\n\n- exchange rate differences and derivatives\n\n \n\n(334)\n\n \n\n258\n\n \n\n(16)\n\n- other\n\n \n\n431\n\n \n\n212\n\n \n\n1,111\n\nNet finance (income) expense\n\n \n\n279\n\n \n\n(155)\n\n \n\n30\n\nof which:\n\n \n\n \n\n \n\n \n\n \n\n \n\n- exchange rate differences and derivatives reclassified to operating profit (loss)\n\n \n\n334\n\n \n\n(258)\n\n \n\n16\n\nNet (income) expense from investments\n\n \n\n(158)\n\n \n\n(319)\n\n \n\n(698)\n\nof which:\n\n \n\n \n\n \n\n \n\n \n\n \n\n-  gain on the GIP deal in CCS activities\n\n \n\n(73)\n\n \n\n \n\n \n\n \n\n-  gain on the SeaCorridor deal\n\n \n\n \n\n \n\n \n\n \n\n(834)\n\n- gain on the divestment of a 10% stake in Saipem\n\n \n\n \n\n \n\n(166)\n\n \n\n \n\n- net gain on the divestment of upstream assets\n\n \n\n \n\n \n\n(373)\n\n \n\n \n\nIncome taxes\n\n \n\n(790)\n\n \n\n(1,941)\n\n \n\n(1,180)\n\nTotal non core gains and losses of net profit (loss)\n\n \n\n1,920\n\n \n\n2,261\n\n \n\n3,138\n\nAttributable to:\n\n \n\n \n\n \n\n \n\n \n\n \n\n- non-controlling interest\n\n \n\n47\n\n \n\n(64)\n\n \n\n(11)\n\n-  Eni's shareholders\n\n \n\n1,873\n\n \n\n2,325\n\n \n\n3,149\n\n \n\nCash flow and net borrowings\n\nGroup’s results of operations in 2025 drove a cash flow from operating activities “CFFO” of €13.3 billion, €0.24 billion higher than in 2024 and included €1.79 billion of dividends paid by equity-accounted and other non-controlled entities.\n\nCash inflows of the year funded capital expenditures of €8.6 billion to pursue Group’s development projects and to sustain oil&gas production, leaving a surplus of about €4.7 billion that was utilized to fund part of cash returns to Eni’s shareholders of €5 billion, consisting of €3.1 billion of dividends and stock repurchases of €1.9 billion. The stock repurchases comprised completion of the 2024 buy-back program and over 80% of the 2025 buy-back program of at least €1.8 billion. This latter was completed in February 2026.\n\nCash flow from divesting activities net of funds deployed for acquisitions ensured a surplus of around €6.3 billion. The main 2025 dispositions included the disposals of noncontrolling interests in consolidated subsidiaries relating to a 30% investment of private equity fund KKR into Enilive for €3.57 billion, a second investment tranche (2.4%) of the EIP fund into Plenitude (€0.21 billion) and a 20% investment by Ares Fund into Plenitude (€2 billion) as well as asset disposals (€1.38 billion) mainly relating to the sale of a 30% stake in the Baleine project and other non-strategic fields in Congo. Those inflows were partly offset by funds for acquisitions (for overall €0.9 billion) and mainly related to the expansion of renewable generation capacity at Plenitude (€0.5 billion), to acquisition of additional interest in upstream assets (€0.2 billion) as well as to the expansion of the agri-business activity (€0.1 billion).\n\n \n\nAs a result of those cash movements and including the repayment of lease liabilities and the incurrence of finance debt in connection with supplier finance agreements, GAAP finance debt including lease liabilities was €34.2 billion at December 31, 2025, about €2.6 billion higher than at the end of 2024.\n\nGroup net borrowings (Non-GAAP measure – see Glossary) decreased by €2.8 billion to €9.4 billion. The management’s tracked measure of financial structure – gearing (ratio of net borrowings to shareholders equity plus net borrowings – see glossary) came in at 0.15. This was remarkable considering that the USD devaluation reduced total equity by an estimated amount of €6 billion equivalent to around one point and half of gearing. For a discussion of use on Non-GAAP measures relating to finance debt, net borrowings and capital ratios see paragraph “Liquidity and capital resources” below.\n\n \n\n98\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nCritical accounting estimates\n\nOil and Natural Gas Reserves\n\nThe estimation of proved oil and natural gas reserve volumes is an ongoing process based on rigorous technical evaluations, commercial and market assessments, and detailed analysis of reservoir and well performance, development and production costs, and other factors. The estimation of proved reserves is controlled by the Company through long-standing approval guidelines and internal procedures and controls. Reserve changes are made within a well-established, disciplined process driven by senior level geoscience and engineering professionals, assisted by the Headquarter Reserve Evaluators which have significant technical experience, culminating in reviews with and approval by senior management. Key features of the reserve estimation process are covered in Disclosure of Reserves in Item 4.\n\n \n\nOil and natural gas reserves include both proved and unproved reserves.\n\n \n\n         Proved oil and natural gas reserves are determined in accordance with U.S. Securities and Exchange Commission (SEC) requirements. Proved reserves are those quantities of oil and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible under existing economic and operating conditions and government regulations. Proved reserves are determined using the average of first-of-month oil and natural gas prices during the reporting year.\n\n         Proved reserves can be further subdivided into developed and undeveloped reserves. Proved developed reserves include amounts which are expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves include amounts expected to be recovered from new wells on undrilled proved acreage or from existing wells where a relatively major expenditure is required for completion. Proved undeveloped reserves are recognized only if a development plan has been adopted indicating that the reserves are scheduled to be drilled within five years, unless specific circumstances support a longer period of time.\n\n \n\nThe Company is reasonably certain that proved reserves will be produced. However, the timing and amount recovered can be affected by a number of factors including completion of development projects, reservoir performance, regulatory approvals, government policy, consumer preferences, and significant changes in oil and natural gas price levels.\n\n \n\n         Unproved reserves are quantities of oil and natural gas with less than reasonable certainty of recoverability and include probable reserves.\n\n \n\nRevisions in previously estimated volumes of proved reserves for existing fields can occur due to the evaluation or re-evaluation of (1) already available geologic, reservoir, or production data, (2) new geologic, reservoir, or production data, or (3) changes in the average of first-of-month oil and natural gas prices and/or costs that are used in the estimation of reserves. Revisions can also result from significant changes in development strategy or production equipment and facility capacity, as well as management’s re-prioritization of capital commitments.\n\n \n\nA downward revision in proved reserves normally results in higher amortization charges to profit and loss due to the unit-of-production method and reduces future production levels. It can also trigger a reduction in the recoverable amounts of underlying assets with possible recognition of an impairment loss. In 2025, the Company recognized about €570 million of impairment losses at Italian gas-producing assets and at minor assets in Turkmenistan, the United Arab Emirates and the USA due to downward reserve revisions considering that those were mature fields subject to more frequent reserves revisions due to reassessment of available data.\n\n \n\nUnit-of-Production Depreciation\n\nOil and natural gas proved reserve volumes are used as the basis to calculate unit-of-production depreciation rates for most E&P assets. Acquisition costs of proved properties are depreciated using a ratio of asset cost to total proved reserves while capitalized drilling and developments costs are depreciated using a ratio of actual production volumes to proved developed reserves. In case of phased development projects where plants and production facilities like common treatment centers, and FPSO and FLNG vessels have technical lives that exceed the expected duration of proved reserves (both developed and undeveloped), in addition to proved reserves the Company includes in the ratio volumes of probable reserves in determining the UOP rate to obtain a more equitable apportionment of the asset cost over the economic life of the underlying reserves.\n\n \n\nThe volumes produced and asset cost are known, while reserves used in determining the UOP rate are based on estimates that are subject to some variability.\n\n \n\nTo the extent that proved reserves for a property are substantially de-booked because they are uneconomic at the prices determined in accordance with the US SEC rules, and that property continues to produce such that the resulting depreciation charge does not result in an equitable allocation of cost over the expected life, the Company might apply an alternative estimation technique to determine the UOP rate. In such circumstances, the rate includes volumes of reserves estimated with regard to economic viability parameters, reasonable and consistent with management’s expectations of production, in order to recognize depreciation charges that result in a more equitable allocation of cost over the economic life of an upstream asset than being fully amortized at the time of reserve de-booking.\n\n \n\n99\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nFair Value Used in Business Combinations\n\nIn accounting for business combinations, the purchase price paid to acquire a business is allocated to its assets and liabilities based on their respective estimated fair values as of the date of acquisition. If applicable, any excess of the purchase price over the fair value is recorded as goodwill. The assessment of fair value is based upon the views of a likely market participant group.\n\n \n\nIn respect of the recently completed acquisitions (particularly in 2024), the most significant amount of judgment involved the estimated fair values of property, plant and equipment related to crude oil and natural gas properties and to renewable electricity generation assets for which we used discounted cash flow models. Inputs and assumptions used in discounted cash flow models include estimates of future production volumes, commodity prices consistent with our internal plans, drilling, development and maintenance costs, estimations regarding future availability of generation assets and risk-adjusted discount rates.\n\n \n\nThe assumptions and inputs incorporated within the fair value estimates are subject to considerable management judgement and are based on industry, market, and economic conditions prevalent at the time of the acquisition. Actual results may differ from the projected results used to determine fair value.\n\n \n\nSee [N](https://www.sec.gov/Archives/edgar/data/34088/000003408825000010/xom-20241231.htm#icf1c5abc7f5548d695da260572dd7fde_298)ote 4 for further information regarding the acquisitions made during 2025.\n\n \n\nImpairment\n\nThe Company tests assets (i.e. property, plant and equipment “PP&E”) or groups of assets for recoverability on an ongoing basis whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Goodwill carrying amounts are tested annually, independently from the evidence of impairment indicators. The Company has a robust process to monitor for indicators of potential impairment across its asset groups throughout the year. However, considering the volatility of the trading environment and the fact that the Company engages in a commodity business, the management performs the recoverability test of fixed assets’ net book values at least once a year, also in cases when there is no evidence of impairment indicators. This process relies mostly on the Company’s planning and budgeting cycle.\n\n \n\nThe recoverability test of the carrying amounts of oil and gas properties is the most critical accounting estimates in the preparations of the Company’s financial statements due to materiality of stated amounts (oil&gas assets represents about 80% of the item PP&E) and because the estimation of assets’ value-in-use is highly judgmental and relies on management’s forecasts of highly uncertain variables, like long-term commodity prices. Because the lifespans of the vast majority of the Company’s oil&gas assets are measured in decades, the future cash flows of these assets are predominantly based on long-term oil and natural gas commodity prices and industry margins, development costs, and production costs. Significant reductions in the management’s view of oil or natural gas commodity prices or margin ranges, and changes in the development plans, including decisions to defer, reduce, or eliminate planned capital spending, can be an indicator of potential impairment, as well as an increase in the discount rate. Among these, forecasts of long-term crude oil and natural gas prices are the most important assumptions because they are the primary drives of asset’s future net cash flows.\n\n \n\nIn general, the Company does not view temporarily low realized prices as an indication of market imbalances that warrant a revision to the Company’s long-term pricing assumptions, which are the single, most important variables in determining the future net cash flows of oil&gas properties. Management believes that prices over the long term must be sufficient to generate investments in energy supply to meet global demand. Although prices occasionally drop significantly, industry prices over the long term will continue to be driven by market supply and demand fundamentals. On the supply side, industry production from mature fields is declining. This is being offset by investments to generate production from new discoveries, field developments, and technology and efficiency advancements. OPEC+ investment activities and production policies also have an impact on world oil supplies. The demand side is largely a function of general economic activities, alternative energy sources, and levels of prosperity. During the lifespan of its major assets, the Company expects that oil and gas prices will experience significant volatility. Consequently, these assets will experience periods of higher earnings and periods of lower earnings, or even losses. In 2025, operating profit of the Company’s E&P operating segment fell 6% y-o-y driven by lower crude oil prices due to an oversupplied market. However, the Company believes that current imbalances are of short-term nature and therefore the management has retained its long-term price assumptions which are mostly unchanged from the previous year. Therefore, in 2025 the Company recognized €1.08 billion of impairment losses at its oil&gas assets which were primarily driven by factors other than long-term prices, like reserves revisions and disposal effects.\n\n \n\n100\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nWhen updating the recoverability test of the carrying amounts of oil&gas assets, the management generally relies on the estimation of assets’ values-in-uses, considering the difficulty in obtaining information about assets’ fair values. In performing this assessment, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Cash flows used in recoverability assessments are based on the assumptions developed in the budget and mid-term plan, which is reviewed and approved by the Board of Directors, and are consistent with the criteria management uses to evaluate investment opportunities. These evaluations make use of the Company’s assumptions of future capital allocations, crude oil and natural gas commodity prices including price differentials, production volumes, development and operating costs including greenhouse gas emission prices and expenses planned to meet the Company’s emissions reduction targets. Notably, when assessing future cash flows, the Company includes the estimated costs in support of reaching its 2030 greenhouse gas emission-reduction plans, including its goal of net-zero Scope 1 and 2 emissions at all oil&gas properties by that timeline. Volumes are based on projected fields and facility production profiles. Management’s estimate of upstream production volumes used for projected cash flows makes use of proved reserve quantities and may include risk-adjusted unproved reserve quantities. Cash flow projections net of the related tax effects are then discounted to determine the net present value of those cash flows. The discount rate is a post-tax discount rate that approximates the one a market participant would utilize in estimating the net present value of assets similar to those owned by the Company. The Company utilizes post-tax cash flows and discount rates because it has estimated they would yield the same result as a pre-tax estimation.\n\n \n\nIn assessing the recoverability of the carrying amounts of its oil&gas assets the Company has adopted the following pricing assumptions, which remained largely unchanged from the previous assessment:\n\n \n\n \n\n2026\n\n \n\n2028-2030\n\n \n\n2040\n\n \n\n2050\n\nBrent crude oil price $/bbl real terms 2025:\n\n68\n\n \n\n75\n\n \n\n65\n\n \n\n53\n\n \n\nRegarding natural gas properties which revenues are indexed to spot prices at European hubs our assumptions reflect a high degree of volatility in the short-term while remaining unchanged in the longer term, as follows:\n\n \n\n \n\n2026\n\n \n\n2028-2030\n\n \n\n2040\n\n \n\n2050\n\nNatural gas spot prices at TTF $/mmBTU real terms 2025:\n\n11.8\n\n \n\n7.9\n\n \n\n7.6\n\n \n\n6.9\n\n \n\nTherefore, having retained its pricing assumptions substantially unchanged, in 2025 the Company recognized certain impairment losses which were mainly driven by downward reserves revisions as explained before.\n\n \n\nConsidering the highly judgmental nature of the assumptions underlying the recoverability of the carrying amounts of oil&gas properties, particularly long-term pricing assumptions, the Company stress-tested the outcome of its impairment review by applying a “haircut” of 10% to its pricing assumptions across all years of financial projections at each asset or group of asset as well as a one percentage point increase in the discount rate “weighted average cost of capital” WACC, holding all other factors constant, with the following impacts:\n\n \n\n \n\n \n\nPossible estimated impairment losses (cumulative amount)          (€ billion)\n\n-10% to Brent prices\n\n \n\n(1.0)\n\n+100 b.p, increase to WACC\n\n \n\n(0.2)\n\n \n\nOther stress tests of the recoverability of E&P assets are disclosed in Note 15 to the Consolidated Financial Statements.\n\n \n\nAn asset or an asset group is impaired if its estimated cash flows discounted at a rate reflective of the cost of the capital to the Group are less than the carrying values. Impairments are measured by excess of the carrying value over value-in-use or fair value when available.\n\n \n\nFixed assets in other Company’s operating segments are tested for recoverability using a methodology similar to the E&P operating segment. Elements of judgement include forecasts of future industry margins, wholesale price of electricity, maintenance and development costs and expectations about average utilization rates of plants and renewable electricity generation facilities. Evidence of impairment indicators also include recent periods of operating losses in the context of the Company’s longer-term view of prices and margins.\n\n \n\nIn 2025, the Company recognized a minor impairment loss at its polyethylene manufacturing plants in the Versalis business unit based on the recent history of losses and management’s view of structural weaknesses in the supply/demand balance and in industry margins.\n\n \n\n101\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nOther Impairment Estimates. Unproved oil&gas properties are assessed periodically to determine whether they have been impaired. Significant unproved properties are assessed for impairment individually, and valuation allowances against the capitalized costs are recorded based on the Company’s future development plans, the estimated economic chance of success, and the continuing commitment on part of the management to pursue exploration and appraisal activities, as well as length of time that the Company expects to hold the properties. Properties that are not individually significant are aggregated by groups and amortized based on development risk and average holding period.\n\n \n\nLong-lived assets that are held for sale are evaluated for possible impairment by comparing the carrying value of the asset with its fair value less the cost to sell. If the net book value exceeds the fair value less cost to sell, the assets are considered impaired and adjusted to the lower value. Judgment is required to determine if assets are held for sale and to determine the fair value less cost to sell.\n\n \n\nIn 2025, we recorded an impairment loss of around €330 mln at a gas property to reflect the lower expected fair value in a disposal process than its carrying amount. This held-for-sale asset was part of the Company’s divestiture program to reduce risks and anticipate cash flows from long-lived assets.\n\n \n\nInvestments accounted for by the equity method are assessed for possible impairment when events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Examples of key indicators include trends in quoted market prices, a history of operating losses, negative earnings and cash flow outlook, significant downward revisions to oil and gas reserves, and the financial condition and prospects for the investee’s business segment or geographic region. If the decline in value of the investment is other than temporary, the carrying value of the investment is written down to fair value. In the absence of market prices for the investment, discounted cash flows are used to assess fair value, which requires significant judgment.\n\n \n\nAsset Retirement Obligations\n\n \n\nThe Company is subject to retirement obligations for oil&gas properties. The fair values of these obligations are recorded as liabilities on a discounted basis, which is typically at the time the assets are installed. In the estimation of fair value, the Corporation uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation, technical assessments of the expected expenditure, estimated amounts and timing of settlements, discount rates, and inflation rates. Those assumptions also consider the management’s expectations about possible impacts of the energy transition on the timing of assets decommissioning.\n\n \n\nThe most judgmental assumption about the recognition of decommissioning provisions concerns the expected timing of decommissioning, which incorporates estimations about the expected useful lives of oil&gas assets and the pace of the transition. In case our assumptions are too optimistic, we could incur an upward revision of the liability and increased amortization charges through P&L as well as being forced to review our finance needs. Management estimated that in case the timing of incurrence of decommissioning expenses is brought forward by five years, the book value of the provision would increase by around €1.2 billion.\n\n \n\nIn the case of refineries and petrochemicals complexes, decommissioning provisions are recognized when an asset is definitively shut down and no economic options exist to upgrade or reconvert the asset to produce decarbonized commodities.\n\n \n\n102\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nGroup profit and loss\n\nThe table below sets forth a summary of Eni’s profit and loss account for the periods indicated. All line items included in the table below are derived from the Consolidated Financial Statements prepared in accordance with IFRS. For the disclosure on 2024 Group results compared to 2023 see the Annual Report on Form 20-F 2024, filed to the SEC on April 4, 2025.\n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(€ million)\n\nSales from operations\n\n \n\n82,151\n\n \n\n88,797\n\n \n\n93,717\n\nOther income and revenues (1)\n\n \n\n1,478\n\n \n\n2,417\n\n \n\n1,099\n\nTotal revenues\n\n \n\n83,629\n\n \n\n91,214\n\n \n\n94,816\n\nOperating expenses\n\n \n\n(70,296)\n\n \n\n(74,544)\n\n \n\n(77,221)\n\nOther operating (expense) income\n\n \n\n641\n\n \n\n(352)\n\n \n\n478\n\nDepreciation, depletion and amortization\n\n \n\n(7,349)\n\n \n\n(7,600)\n\n \n\n(7,479)\n\nImpairment reversals (impairment losses) of tangible and intangible and right of use assets, net\n\n \n\n(1,582)\n\n \n\n(2,900)\n\n \n\n(1,802)\n\nWrite-off of tangible and intangible and right of use assets\n\n \n\n(33)\n\n \n\n(580)\n\n \n\n(535)\n\nOPERATING PROFIT (LOSS)\n\n \n\n5,010\n\n \n\n5,238\n\n \n\n8,257\n\nFinance income (expense)\n\n \n\n(819)\n\n \n\n(599)\n\n \n\n(473)\n\nIncome (expense) from investments\n\n \n\n1,587\n\n \n\n1,850\n\n \n\n2,444\n\nPROFIT (LOSS) BEFORE INCOME TAXES\n\n \n\n5,778\n\n \n\n6,489\n\n \n\n10,228\n\nIncome taxes\n\n \n\n(3,020)\n\n \n\n(3,725)\n\n \n\n(5,368)\n\nNet profit (loss)\n\n \n\n2,758\n\n \n\n2,764\n\n \n\n4,860\n\nAttributable to:\n\n \n\n \n\n \n\n \n\n \n\n \n\n - Eni's shareholders\n\n \n\n2,608\n\n \n\n2,624\n\n \n\n4,771\n\n - Non-controlling interest\n\n \n\n150\n\n \n\n140\n\n \n\n89\n\n \n\n \n\n \n\n \n\n(1)\n\nIncludes, among other things, contract penalties, income from contract cancellations, gains on disposal of mineral rights and other fixed assets, compensation for damages and indemnities and other income.\n\n \n\n103\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nAnalysis of the line items of the profit and loss account\n\na) Sales from operations\n\nThe table below sets forth, for the periods indicated, sales from operations generated by each of Eni’s business segments including intragroup sales, together with consolidated sales from operations.\n\n \n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(€ million)\n\nExploration & Production\n\n50,367\n\n \n\n54,440\n\n \n\n55,773\n\nGlobal Gas & LNG Portfolio and Power\n\n17,120\n\n \n\n18,876\n\n \n\n24,168\n\nEnilive and Plenitude\n\n29,278\n\n \n\n31,301\n\n \n\n32,877\n\nRefining and Chemicals\n\n18,179\n\n \n\n21,210\n\n \n\n23,061\n\nCorporate and other activities\n\n2,073\n\n \n\n1,905\n\n \n\n1,830\n\nConsolidation adjustments\n\n(34,866)\n\n \n\n(38,935)\n\n \n\n(43,992)\n\nSALES FROM  OPERATIONS\n\n82,151\n\n \n\n88,797\n\n \n\n93,717\n\n \n\n2025 compared to 2024. Sales from operations (revenues) for 2025 (€82,151 million) decreased by €6,646 million from 2024 (or down by 7.5%) due to lower energy commodities prices and the dollar depreciation, which negatively affected all business segments.\n\nThe average Brent price decreased by 15% and negatively affected the reported amounts of revenues in the E&P segment including crude oil trading activities. That reduction was partly offset by higher traded volumes. Sales in the GGP and Power segment were negatively affected by lower gas supplies with volumes down 14% (or 7 bcm) and lower spot gas prices in the seasonally strong fourth quarter. Sales in the Refining and Chemicals segment were negatively affected by lower commodity prices and a decline in sales volumes of refined products and petrochemicals products (down 14%), the latter also reflecting plant closures. Furthermore, the appreciation of the EUR vs the USD exchange rate (up by 4% for the yearly average) negatively affected the reported amounts of revenues mainly in the E&P segment.\n\nThe drivers of the changes in revenues year-on-year are detailed in the following table:\n\nSales from operations: change 2025 vs 2024\n\nchange\n\nof which:\n\n \n\nprice effects\n\n \n\nexchange rate effects\n\n \n\nvolume/mix effects\n\n \n\n(€ billion)\n\nE&P\n\n(4.1)\n\n \n\n \n\n(5.4)\n\n \n\n(2.3)\n\n \n\n3.6\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nGGP and Power\n\n(1.8)\n\n \n\n \n\n0.2\n\n \n\n \n\n \n\n(2.0)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEnilive and Plenitude\n\n(2.0)\n\n \n\n \n\n(1.3)\n\n \n\n \n\n \n\n(0.7)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nRefining and Chemicals\n\n(3.1)\n\n \n\n \n\n(1.6)\n\n \n\n \n\n \n\n(1.5)\n\n \n\nOther income and revenues\n\n2025 compared to 2024. Eni’s other income and revenues amounted to €1,478 million, a decrease of €939 million. The reduction from the previous year was due to the circumstance that in the previous year Eni recognized an exception €1,048 million gain relating to the agreement with an Italian operator for the sharing of environmental costs incurred by Eni at certain decommissioned Italian sites jointly managed in the past. This line item included income and revenues relating to other oil and gas services, amounts billed to joint operators, gains on the disposal of assets and other income.\n\nb) Operating expenses\n\nThe table below sets forth the components of Eni’s operating expenses for the periods indicated.\n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(€ million)\n\nPurchases, services and other\n\n67,056\n\n \n\n71,114\n\n \n\n73,836\n\nImpairment losses (impairment reversals) of trade and other receivables, net\n\n11\n\n \n\n168\n\n \n\n249\n\nPayroll and related costs\n\n3,229\n\n \n\n3,262\n\n \n\n3,136\n\nOperating expenses\n\n70,296\n\n \n\n74,544\n\n \n\n77,221\n\n \n\n104\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n2025 compared to 2024. Operating expenses for 2025 (€70,296 million) decreased by €4,248 million compared to 2024, down by 5.7%, primarily reflecting lower supply costs of raw materials (natural gas under long-term supply contracts, refinery and chemical feedstocks).\n\n \n\nPayroll and related costs (€3,229 million) decreased slightly by €33 million from 2024 (down by 1.0%) mainly due to divestments activities outside Italy following the portfolio optimizations, partly offset by increases on wages mainly in Italy due to the renewal of collective labor agreements.\n\nc) Depreciation, depletion, amortization, impairment losses (impairment reversals) net and write-off \n\nThe table below sets forth a breakdown of depreciation, depletion, amortization, impairment losses (impairment reversals) net and write-off for the periods indicated.\n\n \n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(€ million)\n\nExploration & Production\n\n6,061\n\n \n\n6,353\n\n \n\n6,271\n\nGlobal Gas & LNG Portfolio and Power\n\n279\n\n \n\n267\n\n \n\n295\n\nEnilive and Plenitude\n\n745\n\n \n\n708\n\n \n\n665\n\nRefining and Chemicals\n\n146\n\n \n\n161\n\n \n\n142\n\nCorporate and other activities and impact of unrealized intragroup profit elimination\n\n118\n\n \n\n111\n\n \n\n106\n\nTotal depreciation, depletion and amortization\n\n7,349\n\n \n\n7,600\n\n \n\n7,479\n\nImpairment losses (impairment reversals) of tangible and intangible assets, goodwill and right of use assets, net\n\n1,582\n\n \n\n2,900\n\n \n\n1,802\n\nWrite-off of tangible and intangible and right of use assets\n\n33\n\n \n\n580\n\n \n\n535\n\nTotal depreciation, depletion, amortization, impairment losses (impairment reversals) of tangible and intangible and right of use assets, net and write off of tangible and intangible and right of use assets\n\n8,964\n\n \n\n11,080\n\n \n\n9,816\n\n \n\n2025 compared to 2024. In 2025, depreciation, depletion and amortization charges (€7,349 million) decreased by €251 million from 2024, mainly in the Exploration & Production segment following the appreciation of the EUR vs. USD and the effect of amortization suspension at certain assets that were reclassified as held-for-sale. Those decreases were partly offset by higher charges due to projects start-ups and reserves revisions. Charges increased in the Enilive and Plenitude segment due to start-ups of new renewable energy installations.\n\nIn 2025, the Group recorded impairment losses at property, plant and equipment for a total amount of €1,582 million, out of which €1,081 million were recorded at the Exploration & Production segment, mainly at certain assets in Congo and Cote d’Ivoire due to the alignment to the fair value of divestments as part of an ongoing portfolio optimization. Other impairment charges were driven by reserves revisions and changed pricing assumptions at oil&gas assets in Italy, Turkmenistan, the United Arab Emirates and the USA. The Refining and Chemicals segment incurred €451 million of impairment losses driven by the write-off of expenditures incurred in the year for compliance and stay-in-business at certain Cash Generating Units with expected negative cash flows in the Refining business (€253 million) and in the Chemicals business (€198 million), with the latter also including a write-off of an uneconomical business line due to a reduced profitability outlook because of continuing margins deterioration.\n\nWrite-off of tangible and intangible and right of use assets amounted to €33 million and mainly related to the E&P segment as capitalized costs of suspended exploratory wells were expensed through profit due to unsuccessful assessment of commerciality of reserves or economic feasibility of projects in Algeria and Oman. Exploration wells write-offs were significantly lower than in the comparative period.\n\n105\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n  d) Operating profit (loss) by segment\n\nThe table below sets forth Eni’s operating profit by business segment for the periods indicated.\n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(€ million)\n\nExploration & Production\n\n6,302\n\n \n\n6,715\n\n \n\n8,693\n\nGlobal Gas & LNG Portfolio and Power\n\n1,770\n\n \n\n(909)\n\n \n\n2,626\n\nEnilive and Plenitude\n\n652\n\n \n\n1,589\n\n \n\n(74)\n\nRefining and Chemicals\n\n(2,485)\n\n \n\n(1,681)\n\n \n\n(2,121)\n\nCorporate and other activities\n\n(1,499)\n\n \n\n(371)\n\n \n\n(948)\n\nImpact of unrealized intragroup profit elimination\n\n270\n\n \n\n(105)\n\n \n\n81\n\nOperating profit (loss)\n\n5,010\n\n \n\n5,238\n\n \n\n8,257\n\nExploration & Production. In 2025, the Exploration & Production segment reported an operating profit of €6,302 million, with a decrease of €413 million compared to the operating profit of €6,715 million reported in 2024. This decrease was driven by lower crude oil prices (international oil price for the Brent benchmark crude oil declined by 15%) reflecting oversupplied markets and macroeconomic uncertainty.\n\nIn 2025, Eni’s average realized prices for crude oil and natural gas liquids decreased by 7% on average, with Eni’s average liquids prices decreasing by 13%. Lower crude oil realizations exchange rate effect and impacts of divestments made in 2024 were partly offset by production growth, better volume mix, cost efficiencies, significantly lower exploration wells write-offs and asset impairment losses.\n\nIn reviewing the performance of the Company’s business segments and with a view to better explaining year-on-year changes in segment base performance, management generally excludes the identified gains and losses presented below to assess the underlying industrial trends and obtain a better comparison of core business performance across reporting periods. In 2025, identified gains and losses included impairment losses of €1,081 million and minor other charges net.\n\nExcluding those items, the E&P segment reported a Non-GAAP operating profit of €7,493 million, with a decrease of €1,727 million from 2024, down by 19%, driven by lower realizations in US dollars at equity production, exchange rate effect and impacts of divestments made in 2024. These negatives were partly offset by higher production sold, better volume mix effects, lower exploration write-offs, as well as by cost efficiencies.\n\n \n\nchange\n\nof which:\n\n \n\nprice effects\n\n \n\nexchange rate effects\n\n \n\nvolume/mix effects\n\n \n\ncost effects\n\n \n\n(€ million)\n\n \n\n \n\nChange in E&P Non-GAAP operating profit (loss) 2025 vs. 2024\n\n(1,727)\n\n \n\n \n\n(1,798)\n\n \n\n(378)\n\n \n\n118\n\n \n\n331\n\n \n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\nExploration & Production\n\n \n\n(€ million)\n\nGAAP operating profit (loss)\n\n \n\n6,302\n\n \n\n6,715\n\n \n\n8,693\n\nImpairment losses (impairment reversals), net\n\n \n\n1,081\n\n \n\n2,203\n\n \n\n1,043\n\nNet gains on disposal of assets\n\n \n\n(10)\n\n \n\n(25)\n\n \n\n2\n\nEnvironmental provisions\n\n \n\n24\n\n \n\n9\n\n \n\n81\n\nRisk provisions\n\n \n\n122\n\n \n\n9\n\n \n\n7\n\nReclassification of currency derivatives and translation effects to management measure of business performance\n\n \n\n(48)\n\n \n\n22\n\n \n\n73\n\nWrite off of exploration projects\n\n \n\n \n\n \n\n140\n\n \n\n \n\nOther\n\n \n\n22\n\n \n\n147\n\n \n\n225\n\nTotal identified gains and charges\n\n \n\n1,191\n\n \n\n2,505\n\n \n\n1,431\n\nNon-GAAP operating profit (loss)\n\n \n\n7,493\n\n \n\n9,220\n\n \n\n10,124\n\n \n\n106\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nGlobal Gas & LNG Portfolio (GGP) and Power\n\nThis reportable segment aggregates the results of the GGP business engaged in the purchase and marketing of gas, LNG and electricity and in trading activities, with those of the power business engaged in the production of electricity from cogeneration plants feed with gas and in providing backup capacity to the Italian grid because this business is ancillary to GGP.\n\nIn 2025, the GGP and Power segment reported an operating profit of €1,770 million compared to a loss of €909 million in 2024. This increase was positively affected by movements in fair-valued commodity derivatives entered into (from a loss of €1,740 million in 2024 to a gain of €377 million in 2025), a large part of which was lacking correlation with the underlying performance due to the accounting under IFRS, as well as lower sales volumes, reduced gas prices in the seasonally strong fourth quarter, and other scenario effects.\n\nIn reviewing the performance of the Company’s GGP and Power segment and with a view to better explaining year-on-year changes in the segment performance, management generally excludes certain fair-valued commodity derivatives with gains and losses recognized through to profit to assess the underlying industrial trends and obtain a better comparison of base business performance across reporting periods.\n\nWe enter into commodity and currency derivatives to reduce our exposure to: (i) the commodity risk due to different indexation between the purchase cost and the selling price of gas or to lock in a commercial margin once a sale contract has been signed or is highly probable; and (ii) the underlying exchange rate risk due to the fact that our selling prices are indexed to the euro and our supply costs are denominated in dollars. These derivatives normally hedge the Group net exposure to commodities and exchange rates but do not meet the requirements for being accounted for as hedges in accordance with IFRS. As part of our ordinary activities, we also entered into forward gas sale contracts which are intended to be settled with the delivery of the commodity and which are accounted at fair value because they were not eligible for the own use exemption at their inceptions, whereas purchase costs of gas were accounted on an accrual basis.\n\nIn explaining year-on-year changes and in evaluating the business performance, management believes that is appropriate to exclude the fair value of commodity derivatives which lacked the formal criteria to be accounted for as hedges or were not eligible for the own use exemption, including the ineffective portion of cash flow hedges. We also excluded from our measure of underlying performance the effects of the settlement of certain commodity derivatives of which the underlying physical transaction had yet to be finalized with the delivery of the commodity. Furthermore, although the Group classifies within net finance expense those gains and losses on currency derivatives, as well as on the alignment of trade receivables and payables denominated in dollars into the accounts of euro subsidiaries at the closing rate, we believe that it is appropriate to consider those gains and losses on currency derivatives and currency differences at our dollar-denominated trade payables and receivables as part of the underlying business performance. In 2025, those fair value effects on commodity derivatives amounted to a gain of €377 million, while in 2024 those fair value effects amounted to a charge of €1,740 million. In 2025, identified items also included a €46 million charge determined as a timing difference between the value of gas inventories accounted for under the weighted-average cost method provided by IFRS as measured at the balance sheet date and the management’s own measure of performance, which considers the storage injection season and the withdrawal season and defer the margins captured by leveraging the seasonal “summer vs. winter” spreads in gas prices net of the effects of the associated commodity derivatives to when those volumes held in storage are actually sold, normally during the next withdrawal winter season.\n\nExcluding the below-listed gains and charges, the GGP business reported a Non-GAAP operating profit of €1,015 million, with a decrease of €84 million from 2024, while the Power business reported an adjusted operating profit of €347 million, up by €211 million from 2024, for a net increase of 127 million for the segment. The increase was due a one-off gain in the Power business due to a contract renegotiation, partly offset by negative scenario effects, lower sales volumes and reduced benefits of contract renegotiations and settlments in the GGP business. The GGP business operating performance was underpinned by continued margin improvement from gas and LNG portfolio optimization activities, including asset-backed trading actions.\n\n \n\nchange\n\nof which:\n\n \n\nprice effects\n\n \n\n \n\n \n\ncontract renegotiations and risk provisions\n\n \n\ncost effects\n\n \n\n(€ million)\n\n \n\n \n\nChange in GGP and Power Non-GAAP operating profit (loss) 2025 vs. 2024\n\n127\n\n \n\n \n\n(67)\n\n \n\n \n\n \n\n255\n\n \n\n(61)\n\n \n\n107\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\nGlobal Gas & LNG Portfolio and Power\n\n \n\n(€ million)\n\nGAAP operating profit (loss)\n\n \n\n1,770\n\n \n\n(909)\n\n \n\n2,626\n\nImpairment losses (impairment reversals), net\n\n \n\n(18)\n\n \n\n101\n\n \n\n(38)\n\nProvision for redundancy incentives\n\n \n\n2\n\n \n\n1\n\n \n\n6\n\nFair value (gains)/losses on commodity derivatives\n\n \n\n(377)\n\n \n\n1,740\n\n \n\n99\n\nReclassification of currency derivatives and translation effects to management measure of business performance\n\n \n\n(292)\n\n \n\n228\n\n \n\n(105)\n\nOther\n\n \n\n277\n\n \n\n74\n\n \n\n825\n\nTotal identified gains and charges\n\n \n\n(408)\n\n \n\n2,144\n\n \n\n787\n\nNon-GAAP operating profit (loss)\n\n \n\n1,362\n\n \n\n1,235\n\n \n\n3,413\n\n - Global Gas & LNG Portfolio\n\n \n\n1,015\n\n \n\n1,099\n\n \n\n3,247\n\n - Power\n\n \n\n347\n\n \n\n136\n\n \n\n166\n\n \n\nEnilive and Plenitude. In 2025, the Enilive and Plenitude segment reported an operating profit of €652 million, compared to an operating profit of €1,589 million in 2024, representing a decrease of €937 million. Enilive reported an operating profit of €499 million (€282 million in 2024), while Plenitude reported an operating profit of €153 million, compared to an operating profit of €1,307 million in 2024.\n\nThe main item excluded from GAAP operating profit in determining the Non-GAAP profitability measure of Plenitude were the effects related to fair value changes of commodity derivatives lacking the formal criteria to be accounted as hedges under IFRS, which exhibited significant volatility y-o-y, and provisions for environmental remediation and other charges.\n\nIn reviewing the performance of the Company’s business segments and with a view to better explaining year-on-year changes in the segment performance, management generally excludes derivatives effects and the other identified gains and losses described above in order to assess the underlying industrial trends and obtain a better comparison of base business performance across reporting periods.\n\nExcluding those items, the Enilive business reported a Non-GAAP operating profit of €682 million (an operating profit of €571 million in 2024), helped by higher results of the biorefining business in Italy, mainly driven by a recovery of biofuels margins and by higher processed volumes. The performance of the retail business was steady.\n\nThe Plenitude business reported a Non-GAAP operating profit of €554 million, lower than operating profit of €616 million in 2024, due to weaker results in the retail business, mainly related to a reduced contribution of the activity of energy efficiency solutions and increasing competitive pressure, partly offset by higher volumes of electricity generation at renewable plants reflecting capacity additions.\n\n \n\nchange\n\nof which:\n\n \n\nprice effects\n\n \n\n \n\n \n\nvolume/mix effects\n\n \n\ncost effects\n\n \n\n(€ million)\n\n \n\n \n\nChange in Enilive Non-GAAP operating profit (loss) 2025 vs. 2024\n\n111\n\n \n\n \n\n80\n\n \n\n \n\n \n\n95\n\n \n\n(64)\n\nChange in Plenitude Non-GAAP operating profit (loss) 2025 vs. 2024\n\n(62)\n\n \n\n \n\n(50)\n\n \n\n \n\n \n\n14\n\n \n\n(26)\n\n \n\n108\n\n[Table of Contents](#TOC_TableofContent)\n\nThe items excluded from GAAP operating loss in determining the Non-GAAP measure of profitability mainly include effects associated with commodity fair-valued derivatives, lacking the formal criteria to be classified as hedges under IFRS which amounted to a charge of €368 million.\n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\nEnilive and Plenitude\n\n \n\n(€ million)\n\nGAAP operating profit (loss)\n\n \n\n652\n\n \n\n1,589\n\n \n\n(74)\n\n(Profit) loss on inventory\n\n \n\n115\n\n \n\n112\n\n \n\n47\n\nRisk provisions\n\n \n\n \n\n \n\n2\n\n \n\n8\n\nImpairment losses (impairment reversals), net\n\n \n\n7\n\n \n\n113\n\n \n\n45\n\nEnvironmental provisions\n\n \n\n57\n\n \n\n38\n\n \n\n36\n\nProvision for redundancy incentives\n\n \n\n2\n\n \n\n(2)\n\n \n\n22\n\nFair value  (gains)/losses on commodity derivatives\n\n \n\n368\n\n \n\n(682)\n\n \n\n1,142\n\nReclassification of currency derivatives and translation effects to management measure of business performance\n\n \n\n(1)\n\n \n\n(1)\n\n \n\n2\n\nOther\n\n \n\n36\n\n \n\n18\n\n \n\n29\n\nTotal identified gains and charges\n\n \n\n584\n\n \n\n(402)\n\n \n\n1,331\n\nNon-GAAP operating profit (loss)\n\n \n\n1,236\n\n \n\n1,187\n\n \n\n1,257\n\nof which:\n\n \n\n \n\n \n\n \n\n \n\n \n\n- Enilive\n\n \n\n682\n\n \n\n571\n\n \n\n742\n\n-Plenitude\n\n \n\n554\n\n \n\n616\n\n \n\n515\n\nRefining and Chemicals\n\nIn 2025, this segment reported an operating loss of €2,485 million compared to a loss of €1,681 million in the previous year, due to an almost €0.6 billion increased loss on inventories evaluated at the weighted average cost or net realized value whichever is the lower, and a deteriorated performance of the chemical business affected by a negative scenario.\n\nThe main item excluded from GAAP operating profit in determining the Non-GAAP profitability measure of this segment is the inventory holding gain (or loss). Inventory holding gains or losses represent the difference between the cost of sales of the volumes sold during the period calculated using the cost of supplies incurred during the same period and the cost of sales calculated using the weighted average cost method. Under the weighted average cost method, which we use for IFRS reporting, the cost of inventory charged to the income statement is based on its historic cost of purchase, or manufacture, rather than its replacement cost. In volatile energy markets, this can have a significant impact on reported income thereby affecting comparability. The amounts disclosed represent the difference between the charge (to the income statement) for inventory on a weighted average cost method basis (after adjusting for any related movements in net realizable value provisions) and the charge that would have arisen if an average cost of supplies was used for the period. For this purpose, the average cost of supplies during the period is principally calculated on a quarterly or monthly basis by dividing the total cost of inventory acquired in the period by the number of barrels acquired. The amounts disclosed are not separately reflected in the financial statements as a gain or loss. No adjustment is made in respect of the cost of inventories held as part of a trading position and certain other temporary inventory positions. We regard the inventory holding gain or loss, including any write-down to align the carrying amounts of inventories to their net realizable value at the reporting date, as lacking correlation to the underlying business performance which we track by matching revenues with current costs of supplies.\n\nOther identified charges included asset impairments and environmental risk provisions.\n\nIn 2025, Eni’s refining business reported a Non-GAAP operating loss of €77 million, in line with the year-ago loss.\n\n109\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn addition to the inventory holding profit (or loss), the identified items of this business for the year 2025 comprised the write-down of capital expenditures made for compliance and stay-in-business at certain CGU with expected negative cash flows (€253 million) and environmental provisions of €133 million reflecting updated estimates of remediation costs at operational hubs.\n\nThe Chemical business reported a non-GAAP operating loss of €819 million in 2025, compared to a non-GAAP operating loss of €814 million in 2024 due to lower products margins and to a lesser extent, reduced sales volumes driven by lower demand across all business segments due to a slowdown in the macro environment and comparatively higher production costs in Europe for energy inputs and other expenses, which reduced the competitiveness of Versalis production with respect to US and Asian players, against the backdrop of global overcapacity and rising competitive pressures. Those negatives were partly offset by lower expenses due to plant closures and cost efficiencies. The Eni’s subsidiary is implementing a vast and complex turnaround plan to regain profitability by shutting down unprofitable plants, upgrading uneconomical facilities to manufacturing hubs for the energy transition and developing remunerative product lines like biochemicals, polymers from recycled plastics and compounding. As part of this plan, the two loss-making cracking plants of Brindisi and Priolo have been definitively halted. The management expects improvements to the operating profit in the course of 2026.\n\nIn addition to the inventory holding profit (or loss), the identified items of this business for the year 2025 comprised an impairment loss taken at polyethylene plants reflecting a deteriorated profitability outlook and the write-down of capital expenditures made for compliance and stay-in-business (€198 million) at certain CGU with expected negative cash flows and environmental provisions of around €173 million relating estimations of remediation costs in hubs under transformation and other charges of around €77 million reflecting the costs incurred to close down unprofitable plants.\n\n \n\nchange\n\nof which:\n\n \n\nprice effects\n\n \n\n \n\n \n\nvolume/mix effects\n\n \n\ncost effects\n\n \n\n(€ million)\n\n \n\n \n\nChange in Refining Non-GAAP operating profit (loss) 2025 vs. 2024\n\n(1)\n\n \n\n \n\n141\n\n \n\n \n\n \n\n(108)\n\n \n\n(34)\n\nChange in Chemical Non-GAAP operating profit (loss) 2025 vs. 2024\n\n(5)\n\n \n\n \n\n(42)\n\n \n\n \n\n \n\n(43)\n\n \n\n80\n\n \n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\nRefining and Chemicals\n\n \n\n(€ million)\n\nGAAP operating profit (loss)\n\n \n\n(2,485)\n\n \n\n(1,681)\n\n \n\n(2,121)\n\n(Profit) loss on inventory\n\n \n\n684\n\n \n\n95\n\n \n\n557\n\nEnvironmental provisions and other costs net of a gain of an environmental agreement\n\n \n\n306\n\n \n\n177\n\n \n\n337\n\nImpairment losses (impairment reversals), net\n\n \n\n451\n\n \n\n455\n\n \n\n726\n\nNet gains on disposal of assets\n\n \n\n(5)\n\n \n\n(2)\n\n \n\n(9)\n\nRisk provisions\n\n \n\n36\n\n \n\n33\n\n \n\n11\n\nProvision for redundancy incentives\n\n \n\n11\n\n \n\n19\n\n \n\n31\n\nFair value (gains)/losses on commodity derivatives\n\n \n\n(8)\n\n \n\n(1)\n\n \n\n(1)\n\nReclassification of currency derivatives and translation effects to management measure of business performance\n\n \n\n7\n\n \n\n6\n\n \n\n11\n\nOther\n\n \n\n107\n\n \n\n9\n\n \n\n96\n\nTotal identified gains and charges\n\n \n\n1,589\n\n \n\n791\n\n \n\n1,759\n\nNon-GAAP operating profit (loss)\n\n \n\n(896)\n\n \n\n(890)\n\n \n\n(362)\n\n - Refining\n\n \n\n(77)\n\n \n\n(76)\n\n \n\n252\n\n - Chemicals\n\n \n\n(819)\n\n \n\n(814)\n\n \n\n(614)\n\n \n\n110\n\n[Table of Contents](#TOC_TableofContent)\n\n  \n\nCorporate and Other activities. These activities are mainly cost centers comprising holdings, financing and treasury activities in support of operating subsidiaries, central functions like legal affairs, human resources, captive insurance activities, general and administrative support, as well as research and development, new technologies, business digitalization and the environmental activity developed by the subsidiary Eni Rewind. Furthermore, the results of CCUS and Agribusiness of Eni have been included in the “Corporate and other activities” reporting segment. More information on the Company's segment reporting is disclosed in note n.35 to the Consolidated Financial Statements.\n\n \n\nThe aggregate Corporate and Other activities reported an operating loss of €1,499 million compared with a loss of €371 million in 2024. A higher loss was due to a risk provision relating to a proceeding pending before the Italian Antitrust Authority (AGCM) and the circumstance that in the previous year Eni recognized a one-off gain relating to the agreement with an Italian operator for the sharing of environmental costs incurred by Eni at certain decommissioned Italian sites jointly managed in the past.\n\n \n\ne) Net finance expenses\n\nThe table below sets forth a breakdown of Eni’s net financial expenses for the periods indicated:\n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(€ million)\n\nIncome (expense) on derivative financial instruments\n\n \n\n(80)\n\n \n\n278\n\n \n\n(61)\n\nof which   - Derivatives on exchange rate\n\n \n\n(86)\n\n \n\n310\n\n \n\n(63)\n\n                 - Derivatives on interest rate\n\n \n\n6\n\n \n\n(32)\n\n \n\n2\n\nExchange differences, net\n\n \n\n133\n\n \n\n(38)\n\n \n\n255\n\nFinance expense from banks on short and long-term debt\n\n \n\n(1,026)\n\n \n\n(1,185)\n\n \n\n(874)\n\nInterest expense for lease liabilities\n\n \n\n(348)\n\n \n\n(314)\n\n \n\n(267)\n\nInterest income due to banks\n\n \n\n191\n\n \n\n294\n\n \n\n356\n\nNet income from financial assets measured at fair value through profit or loss\n\n \n\n235\n\n \n\n388\n\n \n\n284\n\nFinance expense due to the passage of time (accretion discount)\n\n \n\n(250)\n\n \n\n(261)\n\n \n\n(341)\n\nOther finance income and expense, net\n\n \n\n204\n\n \n\n17\n\n \n\n81\n\n \n\n \n\n(941)\n\n \n\n(821)\n\n \n\n(567)\n\nFinance expense capitalized\n\n \n\n122\n\n \n\n222\n\n \n\n94\n\nNET FINANCE EXPENSES\n\n \n\n(819)\n\n \n\n(599)\n\n \n\n(473)\n\n \n\nIn 2025, net finance expenses were €819 million (€599 million in 2024). The increase in net finance expenses in 2025 compared to 2024 was due to lower gains at commodity derivatives due to trends in the EUR vs USD exchange rates and lower income recorded at fair-valued financial assets held for trading.\n\nf) Net income from investments\n\nThe table below sets forth a breakdown of Eni’s net income from investments for the periods indicated:\n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n(€ million)\n\nShare of gains (losses) from equity-accounted investments\n\n \n\n1,161\n\n \n\n866\n\n \n\n1,336\n\nDividends\n\n \n\n242\n\n \n\n227\n\n \n\n255\n\nNet gains (losses) on disposals\n\n \n\n77\n\n \n\n562\n\n \n\n430\n\nOther income (expense), net\n\n \n\n107\n\n \n\n195\n\n \n\n423\n\n \n\n \n\n1,587\n\n \n\n1,850\n\n \n\n2,444\n\n \n\n111\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn 2025, the Group reported a net profit from investments of €1,587 million, down by €263 million from 2024 mainly due to lower net gains on the disposal of assets (down by €485 million), following the circumstance that in 2024 this line item included the gains on the divestment of certain assets in the E&P segment as well as the sale of a 10% stake in the equity interests of Saipem. This reduction was partly offset by increasing Eni’s share of profits generated by equity-accounted investments (up by €295 million) and was mainly driven by higher profits in the Exploration & Production segment (up by €212 million), mainly driven by a higher net result at Vår Energi due to asset revaluations and exchange rate gains, and in the Refining and Chemical segment (up by €47 million) as well as in the Corporate and Other activities segment (up by €44 million).\n\nA break-down of profits earned for the main investments is provided below:\n\n \n\n \n\n(i)\n\nin E&P, we recognized a profit of €1,116 million, an increase of €212 million. It included Eni’s share of results in the joint venture Vår Energi (€602 million), the Azule Energy Holdings joint venture (€415 million), as well as Eni’s share in Ithaca Energy (loss of €15 million);\n\n \n\n \n\n(ii)\n\nThe GGP SeaCorridor associate for €32 million;\n\n \n\n \n\n(iii)\n\nThe Refining ADNOC Refining&Trading associate, where we recognized a profit of €121 million ;\n\n \n\n \n\n(iv)\n\nthe joint venture Saipem, where we recognized a profit of €71 million.\n\n \n\nDividends of €242 million were paid by minority investments in certain entities which were designated at fair value through other comprehensive income under IFRS 9, except for dividends which were recorded through profit. These entities mainly comprised Nigeria LNG Ltd (€156 million) and Everen Ltd (€30 million). \n\nNet gains on the disposal of assets amounted to €77 million, decreasing by €485 mainly and referred to the divestment of an interest in Ithaca Energy and the sale of a 49.99% stake in Eni CCUS Holding.\n\ng) Taxes \n\nIn 2025, income taxes decreased by €705 million to €3,020 million and compared to the pre-tax profit of €5,778 million resulted in a tax rate of 52.3% (compared to 57.4% in 2024). The reduction in 2025 tax rate was due to : i) recognition of €385 million of deferred tax assets at Italian subsidiaries due to reinstatement of previously written-off tax-loss carryforwards reflecting an improved profitability outlook; ii) a better geographical mix of profits before taxes in E&P reflecting higher contribution from jurisdictions with lower-than-average tax rates also as result of portfolio rationalization; iii) recognition of the tax benefit associated with previously incurred exploration expenses at certain development projects that were matured to final investment decision “FID” in 2025; iv) lower non-deductible charges recorded at certain E&P foreign subsidiaries.\n\n \n\nThe management also calculated an adjusted tax rate which excluded identified items from taxable profit and the tax effect associated with identified items and write-ups of previously impaired tax assets from the line-item income taxes. This adjusted tax rate, which is the measure of tax rate tracked by management, decreased by approximately 8 percentage points in 2025 compared to 2024, to 44%. The reduction in the Group adjusted tax rate was driven by the E&P segment due to recognition of a one-off benefit as several development projects were matured to FID enabling the recognition of the tax benefit associated with previously incurred exploration expenses, and a better geographical mix of pre-tax profits as explained above.\n\n \n\n112\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nLiquidity and capital resources \n\nEni’s cash requirements for working capital, dividends to shareholders, capital expenditures, acquisitions and share repurchases have been financed in the last three years primarily by a combination of funds generated from operations, issues of equity investments (hybrid bonds), divestments of property, plant and equipment and shareholdings in equity accounted entities, or the reimbursement of operating financing receivables owed to Eni by unconsolidated entities, and in 2025 also by taking on new finance debt. The Group continually monitors the balance between cash flow from operating activities and net expenditures, targeting a sound and balanced financing structure.\n\nThe following table summarizes the Group cash flows and the principal components of Eni’s change in cash and cash equivalent for the periods indicated.\n\nThis cash flow statement is a GAAP measure of cash flow and is presented herein to help readers understand the change in the year of the Group net borrowings which is a NON-GAAP measure as explained further on.\n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(€ million)\n\nNet profit (loss)\n\n2,758\n\n \n\n2,764\n\n \n\n4,860\n\nAdjustments to reconcile net profit to net cash provided by operating activities:\n\n \n\n \n\n \n\n \n\n \n\n- amortization and depreciation charges, impairment losses, write-off and other non monetary items\n\n7,209\n\n \n\n9,951\n\n \n\n7,781\n\n- net gains on disposal of assets\n\n(99)\n\n \n\n(601)\n\n \n\n(441)\n\n- dividends, interest, taxes and other changes\n\n3,590\n\n \n\n4,246\n\n \n\n5,596\n\nChanges in working capital related to operations\n\n2,735\n\n \n\n1,286\n\n \n\n1,811\n\nDividends received by equity investments\n\n1,785\n\n \n\n1,946\n\n \n\n2,255\n\nTaxes paid\n\n(3,737)\n\n \n\n(5,826)\n\n \n\n(6,283)\n\nInterests (paid) received\n\n(911)\n\n \n\n(674)\n\n \n\n(460)\n\nNet cash provided by operating activities\n\n13,330\n\n \n\n13,092\n\n \n\n15,119\n\nCapital expenditures\n\n(8,647)\n\n \n\n(8,485)\n\n \n\n(9,215)\n\nAcquisition of investments and businesses\n\n(878)\n\n \n\n(2,593)\n\n \n\n(2,592)\n\nDisposals of consolidated subsidiaries, businesses, tangible and intangible assets and investments\n\n1,383\n\n \n\n2,788\n\n \n\n596\n\nOther cash flow related to investing activities\n\n183\n\n \n\n(996)\n\n \n\n(348)\n\nNet cash inflow (outflow) related to financial activities\n\n(1,339)\n\n \n\n(531)\n\n \n\n2,194\n\nChanges in short and long-term finance debt\n\n(2,555)\n\n \n\n(1,293)\n\n \n\n315\n\nRepayment of lease liabilities\n\n(1,250)\n\n \n\n(1,205)\n\n \n\n(963)\n\nDividends paid and changes in non-controlling interests and reserves\n\n537\n\n \n\n(4,522)\n\n \n\n(4,882)\n\nNet issue (repayment) of perpetual hybrid bond\n\n(328)\n\n \n\n1,640\n\n \n\n(138)\n\nEffect of changes in consolidation and exchange differences of cash and cash equivalent\n\n(198)\n\n \n\n83\n\n \n\n(62)\n\nNet increase (decrease) in cash and cash equivalent\n\n238\n\n \n\n(2,022)\n\n \n\n24\n\nCash and cash equivalent at the beginning of the year\n\n8,183\n\n \n\n10,205\n\n \n\n10,181\n\nCash and cash equivalent at year end\n\n8,421\n\n \n\n8,183\n\n \n\n10,205\n\n  \n\n113\n\n[Table of Contents](#TOC_TableofContent)\n\n  \n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(€ million)\n\nNet cash provided by operating activities\n\n13,330\n\n \n\n13,092\n\n \n\n15,119\n\nCapital expenditures\n\n(8,647)\n\n \n\n(8,485)\n\n \n\n(9,215)\n\nAcquisitions of investments and businesses\n\n(878)\n\n \n\n(2,593)\n\n \n\n(2,592)\n\nDisposals of consolidated subsidiaries, businesses, tangible and intangible\n\nassets and investments\n\n1,383\n\n \n\n2,788\n\n \n\n596\n\nOther cash flow related to capital expenditures, investments and divestments\n\n183\n\n \n\n(996)\n\n \n\n(348)\n\nRepayment of lease liabilities\n\n(1,250)\n\n \n\n(1,205)\n\n \n\n(963)\n\nNet borrowings (1) of acquired companies\n\n(762)\n\n \n\n(631)\n\n \n\n(234)\n\nNet borrowings (1) of divested companies\n\n362\n\n \n\n \n\n \n\n(155)\n\nExchange differences on net borrowings and other changes\n\n(1,141)\n\n \n\n(364)\n\n \n\n(1,061)\n\nDividends paid, share repurchases and changes in minority interest and reserves\n\n537\n\n \n\n(4,522)\n\n \n\n(4,882)\n\nNet issue (repayment) of perpetual hybrid bond\n\n(328)\n\n \n\n1,640\n\n \n\n(138)\n\nChange in net borrowings(1) before IFRS 16 effects\n\n2,789\n\n \n\n(1,276)\n\n \n\n(3,873)\n\nRepayment of lease liabilities\n\n1,250\n\n \n\n1,205\n\n \n\n963\n\nInception of new leases and other changes\n\n(497)\n\n \n\n(2,322)\n\n \n\n(1,348)\n\nChange in net borrowings after IFRS 16 effects (1)\n\n3,542\n\n \n\n(2,393)\n\n \n\n(4,258)\n\nNet borrowings (1) at the beginning of the year\n\n18,628\n\n \n\n16,235\n\n \n\n11,977\n\nNet borrowings (1) at year end\n\n15,086\n\n \n\n18,628\n\n \n\n16,235\n\n \n\n(1) Net borrowings is a non-GAAP financial measure. For a discussion of the usefulness of net borrowings and its reconciliation with the most directly comparable GAAP financial measures see “Financial Condition” below.\n\n \n\nIn 2025, adjustments to reconcile the net profit reported in the year to net cash provided by operating activities mainly related to depreciation, depletion, amortization, impairment charges and results of equity-accounted entities for €7,209 million. Adjustments to net profit also included accrued income taxes (€3,020 million) and net interest expense (€812 million), which were partly offset by amounts actually paid (€3,737 million and €911 million, respectively).             \n\n \n\nThe dividends received by equity-accounted investments of €1,785 million mainly related to Azule Energy Holdings, Vår Energi and Adnoc R&T, while other dividends recorded through profit of €156 million mainly related to Nigeria LNG.\n\n \n\n114\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\na) Changes in working capital related to operations \n\nIn 2025, working capital generated an inflow of €2,735 million driven by several initiatives to optimize working capital needs including non-recourse arrangements to discount certain receivables in support of supply and trading activities and the management of credit risk, partly offset by the cash-outs relating to utilizations of provisions in connection with advancement of Group’s decommissioning activities at oil&gas assets and environmental remediation programs.\n\n \n\nYear ended December 31,\n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n(€ million)\n\nExploration & Production\n\n6,253\n\n \n\n6,055\n\n \n\n7,135\n\nGlobal Gas & LNG Portfolio and Power\n\n109\n\n \n\n110\n\n \n\n119\n\nEnilive and Plenitude\n\n1,232\n\n \n\n1,303\n\n \n\n1,064\n\nRefining and Chemicals\n\n663\n\n \n\n632\n\n \n\n556\n\nCorporate and other activities\n\n430\n\n \n\n408\n\n \n\n360\n\nImpact of unrealized intragroup profit elimination\n\n(40)\n\n \n\n(23)\n\n \n\n(19)\n\nCapital expenditures\n\n8,647\n\n \n\n8,485\n\n \n\n9,215\n\nAcquisitions of investments and businesses\n\n878\n\n \n\n2,593\n\n \n\n2,592\n\n \n\n9,525\n\n \n\n11,078\n\n \n\n11,807\n\nDisposals of consolidated subsidiaries, businesses, tangible and intangible assets and investments\n\n(1,383)\n\n \n\n(2,788)\n\n \n\n(596)\n\n \n\nCapital expenditures totaled €8,647 million and €8,485 million, respectively in 2025 and in 2024.\n\nFor a discussion of capital expenditures by business segment and a description of year-on-year changes see “Capital expenditures by segment”.\n\nCash outflows for acquisitions of €878 million mainly related to the purchase of renewable generation capacity at Plenitude (€0.5 billion) and additional working interest at certain fields in the E&P  (€0.1 billion). These outflows were offset by the divestment of a 30% stake in the Baleine project (€1.1 billion) and other non-strategic fields in Congo.\n\nb) Dividends paid, share repurchases and changes in non-controlling interests and reserves \n\nIn 2025, dividends paid and changes in non-controlling interests and reserves (€537 million) related to the dividends paid to Eni shareholders (€3,080 million which comprised two quarterly installments of the 2024 dividend for about €1.5 billion and the first and the second quarterly installment of the 2025 dividend of €0.26 per share each, amounting to €1.6 billion). The company purchased own shares for an amount of €1,896 million to complete the 2024 buy-back program (€0.4 billion) and as a part of the 2025 new buy-back program (€1.5 billion). As of February 18, 2026, the 2025 buy-back program was completed with an overall amount of 119 million shares purchased for a cash outlay of €1,800 million.\n\nCash returns to shareholders were offset by the cash-ins associated with transactions among owners as the Company agreed to dispose noncontrolling interests in Enilive where KKR equity fund finalized an investment of 30% in the share capital of the subsidiary for net proceeds of €3.57 billion to Eni, and Plenitude where Ares equity fund purchased a 20% interest for €2 billion and previously EIP fund increase its outstanding stake by further 2.4% to 10% for cash consideration of €0.21 billion.\n\nFinancial condition\n\nManagement assesses the Group’s capital structure and financial condition by tracking net borrowings, which is a non-GAAP financial measure. Eni calculates net borrowings as total finance debt (short-term and long-term debt, including finance leases as per IFRS 16) derived from its Consolidated Financial Statements prepared in accordance with IFRS less: cash, cash equivalents and certain highly liquid investments not related to operations including, among others, a liquidity reserve made of held-for-trading securities and finally other liquid assets not related to operations, mainly cash deposits at exchanges and other financial counterparts established as a collateral of derivative transactions. The Group also included in its financial assets subtracted from gross finance debt certain long-term financing receivables owed to us by non-consolidated entities to reflect the increasing financial autonomy of such entities as provided by our “satellite strategy”, resulting in the Group being exposed only to a credit risk with respect to those entities. The amount of those long-term financing receivables reclassified among financial assets was around €3 billion as of December 31, 2025. Net borrowing is also calculated by excluding liabilities of financial leases (ex IFRS 16).\n\n \n\n115\n\n[Table of Contents](#TOC_TableofContent)\n\n  \n\nFinancial assets measured at fair value through profit or loss constituting part of the Group’s liquidity reserves amounted to around €7 billion as of end of 2025 and were accounted as mark-to-market financial instruments. Of this amount, fixed income securities issued by industrial companies and financial institutions were €6.1 billion. Although the fair value of these investments is netted from financial debt in our calculation of net borrowings, there is no certainty that these investments could be readily monetizable at their carrying value, particularly in the event of market stress. For further information, see “Item 18 – Note 7 – Financial assets at fair value through profit and loss – of the Notes to the Consolidated Financial Statements”.\n\nManagement believes that net borrowings is a useful measure of Eni’s financial condition as it provides insight about the soundness of Eni’s capital structure and the ways in which Eni’s operating assets are financed. In addition, management utilizes the ratio of net borrowings to total shareholders’ equity including non-controlling interest plus net borrowings “gearing” to assess Eni’s capital structure, to analyse whether the ratio between finance debt and total funds is well balanced compared to industry standards and to track management’s short-term and medium-term targets. That ratio is also calculated excluding IFRS 16 lease liabilities from both numerator and denominator. Management continuously monitors trends in net borrowings and trends in gearing in order to optimize the use of internally-generated funds versus funds from third parties. The measure calculated in accordance with IFRS that is most directly comparable to net borrowings is total finance debt (short-term and long-term debt). The most directly comparable measure, derived from IFRS reported amounts, to gearing is the ratio of total debt to shareholders’ equity (including non-controlling interest) plus total finance debt. Eni’s presentation and calculation of net borrowings and gearing may not be comparable to other companies.\n\nThe tables below set forth the calculations of net borrowings and gearing for the periods indicated and their reconciliation to the most directly comparable GAAP measure.\n\n \n\n(€ million)\n\nDec 31 2025\n\nDec 31 2024\n\nTotal finance debt including lease liabilities\n\n \n\n34,164\n\n36,801\n\nless:\n\n \n\n \n\n \n\nCash and cash equivalents (a)\n\n \n\n(8,242)\n\n(8,183)\n\nFinancial assets measured at fair value through profit or loss\n\n \n\n(6,991)\n\n(6,797)\n\nFinancing receivables held for non-operating purposes (b)\n\n \n\n(3,845)\n\n(3,193)\n\nLease liabilities\n\n \n\n(5,700)\n\n(6,453)\n\nNet borrowings excluding lease liabilities (a)\n\n \n\n9,386\n\n12,175\n\nShareholders' equity including non-controlling interest (b)\n\n \n\n52,787\n\n55,648\n\nGearing before lease liabilities ex IFRS 16 (a/b+a)\n\n \n\n0.15\n\n0.18\n\n \n\n \n\n \n\n \n\n(a) It includes €142 mln of cash at held-for-sale subsidiaries provisionally deposited at third-party banks at the end of 2025 and then moved to the Group cash pooling at the beginning of 2026.\n\n(b) Considering Eni’s strategy based on the satellite model which envisages an increasing financial autonomy of non-consolidated entities, it includes loans granted to certain JVs, where Eni is exposed solely to a credit risk as a repayment plan is scheduled. Therefore, such financing receivables have been netted against gross finance debt to determine Eni’s net borrowings and to calculate the Group gearing. See also Item 18 - Note 20 on Consolidated Financial Statements.\n\n \n\n \n\n \n\nAs of December 31,\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n \n\n(€ million)\n\nShareholders’ equity including non-controlling interest as per Eni’s Consolidated Financial Statements prepared in accordance with IFRS\n\n \n\n52,787\n\n \n\n55,648\n\nRatio of finance debt including lease liabilities to total equity plus finance debt\n\n \n\n0.39\n\n \n\n0.40\n\nLess: ratio of cash, cash equivalents and financial assets to total equity plus net borrowings\n\n \n\n(0.17)\n\n \n\n(0.15)\n\nRatio of net borrowing to total equity plus net borrowings (gearing including IFRS 16 lease liabilities)\n\n \n\n0.22\n\n \n\n0.25\n\nRatio of net borrowing excluding lease liabilities to total equity plus net borrowings excluding lease liabilities (gearing ex IFRS 16)\n\n \n\n0.15\n\n \n\n0.18\n\n \n\n116\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nAt December 31, 2025, total finance debt of €34,164 million including lease liabilities consisted of €8,363 million of short-term debt (including the portion of long-term debt due within twelve months equal to €3,434 million) and €20,101 million of long-term debt. At the same date, lease liabilities were €5,700 million (short-term portion €1,263 million).\n\nIn 2025, net borrowings including lease liabilities amounted to €15,086 million, representing a €3,542 million decrease from 2024 driven by net cash provided by operating activities and proceeds from asset disposal and divestments of noncontrolling interests in subsidiaries significantly exceeding capital expenditures, cash returns to shareholders and other contractual obligations as IFRS 16 lease liabilities (down to €5,700 million as of December 31,2025 from €6,453 million as of December 31, 2024) mainly related to the Exploration & Production segment and comprised leases of certain FPSO vessels and platforms used in the development of the OCTP offshore projects in Ghana, Area 1 in Mexico and the Baleine project in Cote d’Ivoire, as well as the multi-year rental of rigs; to the Enilive business line relating to highways concessions, land leases, leases of service stations for the sale of oil products and the car fleet dedicated to the car sharing business; to the Corporate and Other activities segment mainly regarding property rental contracts (real estate and IT).\n\nNet borrowings excluding the lease liabilities, which is the Non-GAAP measure of financial condition mostly tracked by management would amount to €9,386 million, down by €2.8 billion compared to December 31, 2024.\n\nThe ratio of finance debt to total equity plus finance debt was 0.39 at 2025 year-end, including the IFRS 16 lease liability (0.40 in 2024). Total equity of €52,787 million decreased by €2,861 million from December 31, 2024. This was due to negative foreign currency translation differences (€6,410 million) reflecting the depreciation of the US dollar vs. the euro as of December 31, 2025 vs. December 31, 2024, the payment of dividends to Eni shareholders (two tranches of the 2024 dividend for €1.5 billion and the first and the second quarterly instalment of the 2025 dividend for €1.6 billion) as well as the buy-back of Eni shares (€1.9 billion). Those decreases were partly offset by the net profit for the period (€2.76 billion), and the recognition through retained earnings of the positive difference between the book value of the noncontrolling interests in the subsidiaries Enilive and Plenitude divested to third parties and the consideration received (€3.4 billion).\n\nThe Group Non-GAAP measure of its financial condition mostly tracked by management was gearing calculated as ratio of net borrowings to total equity plus net borrowings excluding lease liabilities and was 0.15 at year end. Considering that in 2025 the non-controlling interest increased significantly, gearing calculated considering only equity attributable to Eni’s shareholders (€47.9 billion) would be 0.16.\n\nCapital expenditures by segment \n\nExploration & Production. In 2025, capital expenditures of the Exploration & Production segment amounted to € 6,253 million and mainly related to the development of hydrocarbon fields (€5,502 million). Significant expenditures were directed mainly in the United Arab Emirates, Libya, Egypt, Indonesia, Algeria, Congo and Italy.\n\n \n\n117\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nGlobal Gas & LNG Portfolio and Power.\n\nIn 2025, capital expenditure in the Global Gas & LNG portfolio and Power totaled €109 million relating to power plants upgrading.\n\nEnilive and Plenitude In 2025, capital expenditures in the Enilive and Plenitude segment amounted to €1,232 million.  Plenitude’s capital expenditure was €764 million related to development activities in the renewable business, acquisition of new customers, as well as development of electric vehicles network infrastructure, Enilive’s capital expenditure was €468 million mainly related to biorefineries and marketing activity in Italy and in the rest of Europe, regulation compliance and stay-in-business initiatives in the retail network, as well as HSE initiatives.\n\nRefining and Chemicals\n\nIn 2025, capital expenditures in the Refining and Chemicals segment amounted to €663 million and mainly related to: (i) traditional refining in Italy (€481 million) relating to the reconversion of Livorno in biorefinery, maintenance and stay-in-business; and (ii) circular economy and asset integrity in the chemical business (€182 million).\n\n[Recent developments and significant transactions ](#TOC)\n\nThe table below sets forth certain indicators of the trading environment for the periods indicated (rounded for the first quarter 2026):\n\n \n\n \n\nThree months ended March 31,\n\n \n\nJanuary 1 through March 19,\n\n \n\n \n\n2025\n\n \n\n2026\n\nAverage price of Brent dated crude oil in U.S. dollars (1)\n\n \n\n75.7\n\n \n\n76\n\nAverage EUR/USD exchange rate (2)\n\n \n\n1.052\n\n \n\n1.17\n\nStandard Eni Refining Margin (SERM) (3)\n\n \n\n3.8\n\n \n\n10\n\nGas at the TTF in $/mmBTU\n\n \n\n14.4\n\n \n\n13\n\n \n\n(1)\n\nPrice per barrel. Source: S&P Global Energy.\n\n(2)\n\nSource: ECB.\n\n(3)\n\nIn $/BBL FOB Mediterranean Brent dated crude oil. Source: Eni calculations.\n\n \n\nSee “management expectations of operations” below for a discussion on how key market indicators are performing against management’s expectations. \n\nThe main business transactions that occurred in the first quarter 2026 are reported in Item 4. See also section “Subsequent events” in the Notes to the Consolidated Financial Statements.\n\n118\n\n[Table of Contents](#TOC_TableofContent)\n\n[Management’s expectations of operations](#TOC)\n\nBusiness trends \n\nExploration & Production\n\nIn the next five-year plan 2026-2030, the management intends to increase the financial returns of the E&P segment at a constant scenario basis leveraging profitable production growth, capital and cost discipline, and reduction of time-to-market of projects. At the same time, we are planning to reduce CO2 direct emissions and methane emissions at our E&P operations.\n\nOur plans are assuming a Brent crude oil price scenario of:\n\n \n\n2026\n\n \n\n2027\n\n \n\n2028-2030\n\n \n\n2040\n\n \n\n2050\n\nBrent crude oil price $/bbl real terms 2025:\n\n68\n\n \n\n66\n\n \n\n75\n\n \n\n65\n\n \n\n53\n\n     \n\nOur long-term price forecast factored our expectations about possible impacts of the energy transition on crude oil demand and prices. Our Brent price assumption in nominal terms for 2026 is 70 $/bbl.\n\nAgainst those pricing assumptions, we plan to increase production at a compounded average growth rate “CAGR” of around 3-4% through 2030. This growth rate would be higher when excluding impacts of the planned divestment of part of our working interests at certain assets. The main drivers of this expected growth are the development of new projects in Libya, Qatar, UAE, Egypt, the subsequent project phases at the Baleine field off Cote d’Ivoire and at the Congo FLNG project where a floating production vessel was moored at the end of 2025, the start of an LNG-focused joint venture in Indonesia, as well as new fields start-ups and ramp-ups in Angola and Norway. The long-term plateau will be supported by the development of our more recent discoveries, like the gas discoveries off Cyprus, the Coral North gas discovery off Mozambique, where we took FID in 2025, and finally the first gas at the large Argentina FLNG project expected in the medium term. New fields start-up and ramp-up will contribute around 850 KBOE/d of new production in 2030, underpinning achievement of our growth objectives. LNG expansion is expected to make the largest contribution to this expected growth. Therefore, our production plans contemplate a gradual increase of the proportion of natural gas, liquefied natural gas and natural gas liquids in the production mix till achieving a higher share than liquids by 2030. Another feature of our production plans is geographic diversification as we expect to significantly increase the share of Americas and Far East in our portfolio at 2030, gaining better exposure to fast growing energy markets.\n\nDue to market risks and uncertainties, management intends to retain a strong focus on capital and cost discipline, on shortening the projects cycle and on reducing the time-to-market of our reserves and the breakeven Brent price as levers to maintain our development projects profitable through the cycle.\n\nWe plan to invest a major part of the Group  €29 billion gross expenditures budgeted for the next five-year plan 2026-2030 to explore for and develop hydrocarbons reserves. Those expenditures do not include expected expenditures that will be incurred by our participated joint ventures and associates, like the expenditures that will be incurred by Var Energi, Azule Energy, Ithaca Energy and the LNG joint venture in Indonesia/Malaysia, this latter expected to become operational by mid-2026. Those equity-accounted entities are expected to self-finance their respective capital expenditures requirements, without recurring to shareholders’ funds. Our capex plan includes the assumptions of continuing inflationary pressures throughout the E&P supply chain, albeit at a slower pace than in recent years, and a gradual appreciation of USD vs the EUR.\n\nOur strategy is designed to retain profitable and cash-generative E&P operations, by leveraging accretive exploration and effective development and field operation activities to accelerate the time-to-market of reserves which will help the Company reduce projects’ pay-back period, minimize financial exposure and lower the full cycle cost of the barrel and hence the Brent breakeven price. The execution of an asset disposition plan will help accelerate the cash conversion cycle of reserves, i.e. in a stage earlier than production. Asset dispositions will target high-potential discoveries with large working interests, where we can dilute our stakes maintaining the operatorship in line with our dual exploration model, as well as mature producing fields. The cash proceeds from asset disposals will reduce the cash requirements to fund the organic growth plans. As part of this model, in 2025 we divested a 30% interest in the large Baleine oilfield offshore Cote d’Ivoire with net proceeds of €1.1 billion and we are planning to divest a further 10% interest of this asset as well as a 25% interest in the Congo FLNG project.\n\nWe believe that this strategy based on capital discipline and acceleration of the cash conversion cycle of reserves is warranted to reduce the segment’s financial exposure and the Brent price of breakeven of projects given current uncertainties in the short- and medium-term outlook due to a possible macroeconomic slowdown and risks of oversupplies, as well as the risks posed by the energy transition in a longer term.\n\nWe plan to carefully select our development projects against our pricing assumptions and minimum requirements of internal rates of return. We intend to reduce financial exposure and the execution risk leveraging on a phased approach in developing our projects. Although we plan to deliver our planned projects on time and on budget, several of our projects are complex due to scale and reach of operations, environmentally sensitive locations, external conditions, including offshore operations, potential industry bottlenecks like in the case of shipyards and rigs and other industry limits and other considerations including the risk factors described in Item 3. These constraints and factors might cause delays and cost overruns. In addition, costs of industrial inputs (labor, materials, field services) are expected to rise driven by inflation, albeit at a smaller pace than in recent years. Sticky inflationary pressures in the oil supply chain have been driven by downsizing, restructuring, merging and investment reduction at suppliers of specialized oilfield services, rigs, and other equipment in response to a prolonged downturn in the oil sector from 2015 throughout the COVID pandemic and now again with the 2025 oil price downturn, resulting in possible or actual constraints in the supply of vessels, rigs and skilled labor. Our capital plans included our best assumptions of expected cost increases due to inflation. To deliver on our expected rate of returns at our projects and on reducing the time-to-market of reserves we are planning to:\n\n119\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n         performing project activities in accordance with a so-called parallel approach as opposed to a sequential approach, for example the discovery appraisal and pre-fid activities, by upgrading existing plants and vessels and by deploying a phased project approach to achieve early start-up and then ramping up production, thus reducing the time-to-market and financial exposure. An example of this approach is the Baleine project where we reached an initial production target of 70 Kbbl/d in just four years from the discovery (2021) by utilizing a refurbished floating production vessel to speed up activities. In the meantime, a new floating production vessel is being built to achieve the production ramp up to plateau. The Congo FLNG project, which started at the end of 2022, achieved the start of phase two by end of 2025 with the installation and commissioning of a second vessel for the floating production of LNG which has significantly increased installed LNG production capacity and is set to make its first LNG loading shortly. The development of gas reserves located in the Coral discovery area off Mozambique will be boosted by installation of a second unit for floating LNG production in the Coral North area, which is expected to start operations in just three years leveraging the know-how of the Coral South FLNG deployment;\n\n \n\n         signing master agreement with our main suppliers to maximize cost savings and by designing facilities using a modular approach that enables us to extend the useful lives of plants and vessels;\n\n \n\n         leveraging on near-field or infrastructure-led exploration that has proven to be effective at increasing the reserves at already producing fields thus enabling to exploit synergies from existing facilities so to reduce the time to market and extend the useful lives of existing plants. For example, the important natural gas discoveries off Indonesia, among which the recent Konta discovery, are planned to be developed through the production facilities existing in the area, including the spare capacity available at the Bontang liquefaction plant and the operated Jangkrik FSU vessel. Those development strategies will help reduce the time-to-market of reserves and obtain expenditures savings in development activities;\n\n \n\n         continuing in-sourcing of critical engineering and project management phases, for example by exercising tight control over construction, hook-up and commissioning, which based on our experience could significantly improve the ability of the Company to carry out projects on time and on budget;\n\n \n\n         applying our design-to-cost method whereby the Company has redirected its exploration efforts towards mature and low-complexity areas where we can achieve fast time-to-market and cost synergies, for example the Congo LNG project and the discoveries in Indonesia. We expect that cost control and profitable operations will be supported by continued progress in our technologies designed to improve drilling performance and the recovery factor and digital investment to improve workplace safety and asset integrity thus reducing asset downtime.\n\n \n\nAccording to our plans, exploration will continue ensuring cost-effective replacement of produced reserves and fast time to market, supporting cash generation and evolving our reserve portfolio towards the planned mix of resources featuring a larger proportion of natural gas relative to the portfolio as well as geographic diversification. Our exploration initiatives will comprise two clusters:\n\n         Exploration projects in near-field prospects and in proven/mature areas and in other infrastructure-lead basins i.e. in permits close to producing fields, where we can leverage existing infrastructures to readily develop the discovered resources, attaining fast contribution to cash flow and production levels with minimum impact on expenditures;\n\n \n\n         Selected initiatives in high-risk/high-rewards plays, where we retain high working interest and the operatorship, which will enable us to apply our dual exploration model in case of material discoveries with a view of accelerating the conversion of resources into cash.\n\n \n\nOur production plans include assumptions relating to production levels in certain countries that are particularly exposed to risks of disruptions and political instability, including possible disruptions to our production levels in the countries involved in the current Middle East conflict. To factor in possible risks of unfavorable geopolitical developments in those countries, which may lead to temporary production losses and disruptions in our operations in connection with, among others, acts of war, sabotage, hits to production facilities social unrest, clashes, and other form of civil disorder, we have applied a haircut to our future production levels based on management’s appreciation of those risks, past experience and other considerations. This contingency factor does not cover worst-case developments and extreme events, which could determine prolonged production shutdowns. Furthermore, in recent years we have pursued a strategy intended to diversify the geographic reach of our operations aiming at reducing the geopolitical risk in our portfolio.\n\n \n\n120\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nGlobal Gas & LNG Portfolio\n\nThe gas market is currently in a situation of oversupply driven by massive additions to LNG export capacity in USA, where production and LNG exports have reached all-time highs, Qatar where a large LNG project is set to come online shortly and then Canada where a first LNG export plant started operations, while the biggest gas-importing country, China, has slowed down its LNG purchases also due to rising internal production. Gas demand has been weakening due to the scale-up of renewable generation capacity in EU, China and elsewhere, rising competition from the nuclear energy and weak economic activity in EU, partly offset by rising consumption from data centers. We expect gas prices to weaken in the medium-to-long term. The current disruptions to LNG production in the Middle East as a consequence of the conflict situation are expected to impact the market fundamentals at least in the short term leading to increased price volatility.\n\nAgainst this backdrop, our GGP business has established a business model designed to achieve steady profitability and cash generation which are largely insulated from trends in natural gas prices and in market volatility. This business model is leveraging the continuing optimization of the segment’s asset portfolio (long-term contracts with contractual flexibilities, physical flows, access to transport capacity, availability of storage capacity, trading activities) and integration with E&P by trading growing amount of equity LNG to capture the full margin of the gas value-chain, as well as contractual renegotiations.\n\nOur planning assumptions are discounting the zeroing of natural gas purchases from Russia, although our long-term supply contracts with Russia’s state-owned company Gazprom are still in force. Our sales commitments relating to supplies to our retail subsidiary Plenitude, to our natural gas-fired power plants owned by the subsidiary EniPower and other ongoing selling obligations will be covered by purchases under our outstanding long-term contracts with suppliers other than Russian counterparts and by maximizing the integration between the E&P and the GGP segments.\n\nAgainst this scenario, the Company’s priority in its GGP business is to retain stable profitability and cash generation based on the following drivers:\n\n(i)                  To continuously renegotiate our long-term gas supply and sale contracts to align pricing terms and delivery quantities to current market conditions and dynamics as they evolve;\n\n \n\n(ii)                To resume a growth trajectory in sales volumes by leveraging increasing supplies of LNG and signing sales contracts with Asian customers to balance and diversify the portfolio.;\n\n \n\n(iii)              To improve margins by maximizing portfolio optimizations leveraging synergies between gas and LNG and assets flexibilities;\n\n \n\n(iv)               To grow the LNG trading business leveraging on the integration with the E&P segment with the aim of maximizing the profitability of equity gas supplies along the entire value-chain. We plan to increase contracted supplies of LNG through new supplies from E&P’s equity production in Algeria, Congo, Qatar, Mozambique, and Cyprus leveraging the expected ramp-up of equity production of LNG to achieve a robust portfolio of reselling opportunities, aiming at obtaining a significant increase in contracted LNG volumes by 2030.\n\n \n\nWe make use of commodities and financial derivatives to hedge against the risks of different indexation formulas in our gas procurement costs vs. selling prices in relation to contracted sales or highly probable sales. A number of these derivatives may be accounted as trading derivatives because they lack formal criteria to be treated as hedges in accordance with IFRS and consequently are recorded through profit and loss and may add a component of volatility to our results of operations. Those derivatives are normally risk-reducing, although there is also a degree of uncertainty about results. Furthermore, we are also making use of derivatives to improve margins by leveraging on market volatility and availability of assets like the flexibilities associated with our take-or-pay gas contracts, LNG contracts, transport rights to capture arbitrage opportunities (for example the winter vs summer spread, the spot vs. the Brent indexation spread) and time lags in contracts indexation formulae. Those asset-backed derivatives are of speculative nature with gains and losses recognized through profit. Although asset availability tends to limit the possible downside risks associated with those derivatives, still the Company is exposed to price volatility and to the incurrence of losses also of significant amounts.\n\n121\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEnilive (biofuels & marketing)\n\nEnilive, operational from January 1, 2023, has been established through the spin-out of Eni’s activities in the field of biofuels manufacturing and in the retail marketing of fuels and non-fuels products. It also engages in selling fuels to wholesale markets and the cargo market. Enilive is designated to market increasing volumes of decarbonized fuels to people on the move, leveraging integration with its biorefineries as well as to grow the share of revenues from non-fuel products and services leveraging emerging trends in mobility and marketing innovations. In 2025, Eni and private equity fund KKR completed an investment transaction whereby KKR acquired an ownership interest of 30% in the share capital of Enilive with net proceeds of €3.6 billion to Eni. Eni is retaining control of the entity. This transaction highlight the value of the Enilive business model which integrates manufacturing operations in the biofuels segment with a significant retail market presence based on a network of modern and advanced service stations. Enilive will leverage its integrated business model to improve profitability going forward.  Our forecast is also assuming a gradual increase in the spreads of biofuels over the costs of feedstock, which include waste&residues and vegetable oils as demand for biofuels is seen rising in the medium term driven by shifting consumers’ preferences and a favorable regulatory environment with mandatory target of biofuels volumes supplied to the market in the Eu economic space and in the USA. According to our forecast, increasing biofuels consumption will occur both in road transport and in the airline sector, with global demand significantly exceeding supplies from the medium term onwards.\n\nTo meet the expected increase in demand for biofuels, the Group is implementing an industrial plan to significantly grow the manufacturing capacity building a global business with the goal of reaching 5 million tons of installed capacity by 2030. The action plan contemplates upgrading existing plants, building and commissioning three biorefineries in Italy by reconverting traditional plants and international expansion with the expected start-up of two new plants under construction in South Korea in partnership with LG Chem and in Malaysia in partnership with Petronas and Euglena, as well as other initiatives at various stages of maturation. Our expansion will leverage our co-developed “Ecofining” technology to produce hydrogenated vegetable oils “HVO” and sustainable aviation fuels “SAF”, retaining high level of SAF optionality to capture market trends. The management is engaged in building a reliable and sustainable supply chain of bio-feedstock to be processed at the Company’s manufacturing units, maximizing feedstock flexibility. As part of that plan, we are developing a vertically integrated business model, which contemplates establishing a network of agricultural hubs in many of the countries of E&P operations, in Africa, in Italy and in other geographies. This activity is intended to not compete with the food chain and to produce a vegetable oil at Eni’s dedicated mills by treating supplies of raw vegetables grown by local farmers, supplied to Eni’s biorefineries under long-term agreements. The agricultural business will be scaled up in the planning period to reach a significant level of supplies by 2030. This vertical integration will strengthen Enilive’s access to supplies and boost margins on the production of biofuels, insulating our company from the volatility of raw materials costs.\n\nIn Marketing activities, where we expect a very competitive environment, we are seeking to retain steady and robust profitability mainly by focusing on innovation of products and services anticipating customer needs, strengthening our line of premium products, as well as efficiency. We plan to enhance the network by upgrading several service stations to transform them from traditional outlets into mobility hubs to capitalize on the growing demand for a wider mobility experience and by expanding the number of service stations where we will market our innovative HVO-based biofuels and other alternative energy carriers (for example the service of recharging electric vehicles and biomethane). Profitability will be also supported by increasing sales of non-fuel products and services leveraging new formats and partnerships with established operators in various fields and cross-selling opportunities with retail customers of Plenitude. Based on those drivers, the management expects that Enilive will significantly improve its profitability going forward.\n\n122\n\n[Table of Contents](#TOC_TableofContent)\n\nPlenitude\n\nPlenitude is Eni’s subsidiary managing the Group legacy business to sell gas and power to the residential sector, as well as the new businesses of renewable generation of electricity and a network of charging points for EV. Plenitude intends to leverage synergies among those businesses to improve its profitability going forward. Plenitude has the mission to supply its customers with increasing volumes of decarbonized energy commodities, contributing to the Group medium and long-term targets of reducing CO2 emissions. In 2025, Eni and private equity fund Ares completed an investment transaction whereby Ares acquired an ownership interest of 20% in the share capital of Plenitude with net proceeds to Eni of €2 billion. Previously, Eni and private equity fund EIP agreed an equity investment of almost €0.8 billion (structured in two deals with same characteristics in 2024 and 2025) whereby EIP acquired noncontrolling interest of 10% in the share capital of Plenitude. Eni is retaining control of Plenitude. Furthermore, as announced in March 2026, the management has commenced a reorganization of the shareholding structure of Eni’s subsidiary Plenitude, which is involving the current noncontrolling shareholders of the entity Ares fund and Energy Infrastructure Partners. The aim is to establish a new governance framework based on joint control between Eni and Ares, which will result in the derecognition of Plenitude from Eni's financial statements, with a significant improvement to Eni’s financial position. Completion of this deal has been assumed in Eni’s financial plans for 2026.\n\nOur forecast foresees that the EU power market will grow at a moderate pace till 2030 and that the environment for the expansion of renewable electricity production and generation capacity will remain supportive. In the retail market, we expect a very dynamic and competitive environment with the entrance of new operators and we see an opportunity in enhancing the offer to retail customers to preserve our market share. Finally, the business of recharges for EV will evolve in connection response to changing dynamics in the adoption rates of EV.\n\nWe plan to accelerate the development of the installed renewable capacity of wind and solar plants to reach about 15 GW of installed capacity by 2030 by developing the existing portfolio of projects and leveraging external growth through selected and synergistic business combinations and joint ventures entities. We plan to expand our network of charging points for electric vehicles with the objective of installing 30 thousand rechargers by 2030, in line with the expected rates of adoption of electric vehicles and by selecting the expenditures targeting mature markets and highly profitable installations. In the retail segment, we plan to grow our customer base, leveraging the pending acquisition of energy provider Acea Energia to strengthen our presence in the core Italian retail market and growing selectively outside Italy with the target to reach 15 million customers in Europe by 2030. We plan to boost profitability per customer and to preserve the customers portfolio in the context of expected rising competitive pressures by enhancing scale and reach of the commercial offer. Planned commercial initiatives include increasing supply volumes of equity renewable energy, expansion of the offer of new products and services other than the commodity and continuing innovation in marketing processes including the deployment of digitalization in the acquisition of new customers, a reduction in the cost to serve and effective management of working capital. Customer retention and expansion will also leverage cross-selling opportunities and joint marketing initiatives with Enilive. Based on those drivers, the management expects that Plenitude will significantly improve its profitability going forward.\n\nRefining\n\nThe downstream oil refining business is exposed to structural headwinds in the European sector due to lack of scale, global overcapacity, higher energy costs and environmental expenses than in other geographies and tough competition from player in Middle East, Far East and Africa which can count on advantages due to economies of scale, lower expenses and proximity to expanding markets. The profitability of our refining business will be affected by expected weak economic growth in Europe and a structural reduction in consumption of fossil fuels in our key European markets due to an expected penetration of EVs and mandated measures by EU governments to reduce CO2 emissions. Based on those assumptions, we plan to retain a strong focus on plant efficiency and reliability, cost discipline, measures to optimize energy consumption in the operations to maximize our realized refining margins. Considering the structural weaknesses of the refining sector in Europe, we plan to continue evaluating economically-viable solutions to restructure and downsize our oil-based, operated refineries in Italy. Currently, works have started to transform the Livorno hub into a biorefinery, based on the same reconfiguration process that we deployed in the past to upgrade the Gela and the Venice refineries. The Livorno biorefinery is expected to start operations at the end of 2026, and by that time it is planned to be contributed to Enilive. Alo the Sannazzaro hub will be restructured with construction of a biorefinery unit, where authorization from relevant Italian authorities have been achieved and a final investment decision by the management is expected shortly.\n\nChemicals business\n\nIn 2025, the Eni’s chemicals sector managed by the subsidiary Versalis reported another year of losses due to the structural weaknesses of the business of commodity plastics, because of global overcapacity and rising competition from producers in USA, Middle and East Asia, which are advantaged by economies of scale and lower operating expenses than European player like our Versalis, against the backdrop of sluggish economic growth in Europe and a slowdown in demand, which exacerbated the price competition. The Eni’s business was negatively affected by comparatively higher costs of plant utilities indexed to natural gas (for example the cost of natural gas in Europe is several times higher than in USA) and environmental obligations than in other geographies, which made overseas products more competitive than ours, and those trends negatively affected products margins and sales volumes. In 2025, realized margins of commodity plastics fell to their worst level in years.\n\n123\n\n[Table of Contents](#TOC_TableofContent)\n\nThose negative trends are likely to continue affecting business performance in the future. Furthermore, the current disruptions to the streams of products from Middle East due to the ongoing conflict represent a risk to the profitability outlook of Versalis due to possible spikes in feedstock expenses. The Company is executing a comprehensive plan of restructuring and transformation of Versalis, which will leverage Eni’ technologies to establish new product platforms in the segments of transition and circular economy, as well as upgrading chemicals from bio-feedstock and specialties, seeking to reduce exposure to the most commoditized market segments and to achieve a structurally more sustainable and competitive products mix. In the course of 2025, two large, loss-making cracking units, the ones at Brindisi and Priolo, were definitively shut down and works have started to reconvert the two hubs in manufacturing districts for the renewable energies. The improvement in the Group profit and loss and cash flow due to those closures are expected to show off in 2026. The levers of the industrial plan comprise: (i) to complete restructuring and upgrading of the hubs which were shut down in 2025 and to restructure other loss-making plants aiming at reducing the exposure towards the most commoditized segments of the industry; (ii) to develop the segment of bioplastics and biochemicals leveraging the integration of the recently-acquired Novamont and by ensuring the supply of competitive and flexible feedstock; (ii) to increase the weight of differentiated products called “specialties” which, based on our experience, are more profitable than commodity plastics, also leveraging on growing our market share in the compounding and specialized formulations through Finproject that we acquired in 2021, (iv) to develop the business of the circular economy by increasing production of polymers made from the mechanical recycling of waste plastics or through the expected scale-up of a technology for producing polymers via the chemical recycling of waste plastics, currently in a pilot phase; (v) to reduce fixed costs and to further rationalize capital expenditures. Based on those actions, the management expects Versalis to recover profitability by the end of the plan period.\n\nExpected Group financial performance\n\nFor 2026, we expect net cash provided by operating activities (“operating cash flow”) and cash from divesting activities to be the main sources of cash to fund our capital plans, returns to shareholders and other commitments. Our operating cash flow is mainly driven by our E&P business due to its relatively larger size and higher profitability compared to our other businesses. Therefore, our operating cash flow is exposed to the volatility of hydrocarbons prices, that are highly correlated to the macroeconomic cycle, the global balance between demands and supplies and the worldwide levels of inventories, among others. Based on our experience, those backdrop conditions can vary very rapidly. Furthermore, due to physical characteristics of reservoirs and fields, oil supplies have a little degree of flexibility in the short term to respond to eventual swings in demand, which can be swift and significant. Accordingly, hydrocarbons prices corrections can be sudden and severe. Due to those considerations, our operating cash flow features high variability and little predictability.\n\nThe 2026 outlook is compounded by many risks and uncertainties in connection with the uneven pace of recovery in the global economy, considering an ongoing slow pace in the Chinese economy which is the second largest consumer of crude oil in the world, stagnant activity in the Eurozone, the impacts of trade disputes on international commerce, the willingness of the OPEC+ cartel to stick with its current plans of gradually tapering the production cuts and the level of compliance of cartel members with quotas,  the monetary policy of the US Federal Reserve, and finally the evolution of the conflict between Russia and Ukraine and other geopolitical risk factors, particularly the escalating tensions in the Middle East which culminated in acts of war involving USA, Israel and Iran, and Iranian retaliatory attacks in the Gulf area and Israel with possible risks of enlargement of the conflict. Any negative development in the macroeconomic context could negatively affect demand for crude oil and the price of the barrel.\n\nFrom an industrial standpoint the greatest uncertainties will involve the ability of US shale producers to continue growing production despite financial discipline and reports from market sources that shale growth may have plateaued. Another factor will be the evolving situation in Venezuela and the Country’s ability to revive its ailing oil sector with the support of international oil companies, which could add more supplies to an already oversupplied market. Considering those risks and uncertainties, we have retained flat Brent price assumptions, and we are forecasting a crude oil price at 70 $/bbl for 2026. As disclosed in Item 3, our results of operations and cash flow are subject to trends in crude oil prices and, to a lesser extent, prices of natural gas and products. We estimate that each one-dollar change in the price of the Brent crude oil from our planning assumption impacts our cash flow from operation by around €110 million. This sensitivity applies for a given range of variation in the price of crude oil. We are assuming spot prices of natural gas at European hubs to be around 12 $/mmBTU, flat compared to 2025, and the Company’s gouge of the refining trading environment, SERM at 6 $/bbl, lower than in 2025. The average EUR vs USD exchange rate is assumed at 1EUR=1.15 USD. We are estimating our cash flow from operations to vary by about €80 million for each one-dollar change in the spot prices of natural gas in Europe, while we are estimating our cash flow from operations to vary by about €90 million for each one-dollar change in the SERM. The Group’s results and cash flow are also exposed to trends in the exchange rate of the EUR vs the USD; currently, we are estimating our cash flow from operating activities to vary by about €390 million for a 5 USD/cent movement in the EUR/USD cross rate.\n\n124\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nAgainst the volatility of our operating cash flows, our funding requirements for developing hydrocarbons reserves are characterized by a low degree of flexibility. The E&P segment is a capital-intensive business and needs large amounts of financial resources to support production volumes and to develop new oil&gas reservoirs. Hydrocarbons development projects are long lead-times projects due to the complexity of activities to be carried out before production is achieved, hence the payback of capital projects usually begins in a very distant future, leaving the Company exposed both financially and to price volatility during the execution phase. Once a final investment decision has been made to develop a new hydrocarbon field and contracts have been signed to build production facilities, platforms, vessels, FPSO units and other equipment, management may face difficulties at postponing or stopping cash outlays in response to a sudden contraction in operating cash flows. Management can reduce incremental investments at producing fields, like workover or infilling operations, when economic and operating conditions allow for that. The Company is executing an important growth plan and in case the scenario for crude oil and gas prices evolves adversely, the Company may experience a cash flow shortfall leading to inability to fund its capital commitments and the dividend by internally generated funds. In such a situation, the Company could be forced to take on new debt or to draw its liquidity reserves and that could negatively affect the Company’s results of operations, returns, and put at risk its targets of financial structure. We plan to make an amount of capital expenditures of around €7 billion in 2026, driven by new project start-ups and ramp-ups in E&P, cost inflation, by development of the renewable generation capacity of our subsidiary Plenitude, the manufacturing capacity of biofuels, and the restructuring of the chemicals business and refineries. The business of renewable generation is currently absorbing cash because it is in a ramp-up phase.\n\nFurthermore, we expect to fund a significant portion of the planned cash requirements in 2026 through the execution of an asset disposal plan which will encompass a possible dilution of our working interest in E&P assets (for example large discovery areas or fields currently in production phase) and other disposals. Those proceeds are included in our 2026 financial plan. Furthermore, as announced in March 2026, the management has commenced a reorganization of the shareholding structure of Eni’s subsidiary Plenitude, which is involving the current noncontrolling shareholders of the entity Ares fund and Energy Infrastructure Partners. The aim is to establish a new governance framework based on joint control between Eni and Ares, which will result in the derecognition of Plenitude from Eni's financial statements, with a significant improvement to Eni’s financial position. Completion of this deal has been assumed in Eni’s financial plans for 2026.\n\nExecution of this disposal plan is exposed to risks in connection with an uncertain macro-outlook and the announcement of asset disposal plans by several companies competing with Eni, which could reduce transaction values.\n\nManagement is retaining a prudent financial framework, based on capital and cost discipline, selective investment criteria, pre-set cash allocation priorities and retention of a maximum limit of ratio of indebtedness. New capital projects are approved when they fit strict economic criteria, including being profitable in a low-price environment and having short pay-back periods and reduced time-to-market to limit financial exposure. By applying those criteria, we aim to increase projects’ resilience to possible risks relating to price volatility and, in the long-term, to the energy transition.\n\nOne of the pillars of our financial discipline is our internal requirement of self-financing the planned capital expenditures through operating cash flows, leaving a surplus to fund other cash requirements, first the dividend and financial obligations at maturity. For 2026 under our pricing, exchange and inflation rates assumptions, we expect to generate enough cash flow from operations to fund the planned capital expenditures of about €7 billion, leaving a surplus. That surplus and the expected proceeds from our disposal plan will be deployed to fund other Company’s cash commitments, which will mainly comprise cash returns to shareholders, disbursements in connection with pending acquisitions and the repayment of lease liabilities and other commitments, among which dividends to noncontrolling interests, retaining a preset ratio of net borrowings to total sources of funds “gearing” which is expected to remain within the range set by the management at 0.1-0.15.\n\nFor further information see Item 3 – Risk factors and notes to the consolidated financial statements.\n\nThis financial framework is completed by the maintenance of a liquidity reserve consisting of cash on hand, marketable securities and committed credit lines, which have been dimensioned to help the Company withstand a sudden contraction in operating cash flows, a spike in the volatility of commodity prices leading to increased margining obligations in connection with our derivatives transactions, or short-term difficulties in accessing capital markets. At the end of 2025 this liquidity reserve amounted to €18.8 billion of cash on hand and held-for-trading securities and other financing receivables and €9 billion of committed borrowings facilities.\n\nThe actions planned in the next five-year period featuring profitable hydrocarbons production growth, an increasing contribution of our transition businesses managed by Plenitude and Enilive due to a planned expansion of renewable capacity, biofuels manufacturing capacity additions, continuing gas and LNG portfolio optimizations in GGP, and expected progress in the restructuring of downstream oil businesses coupled with capital and cost discipline will underpin a solid cash generation. On those bases, and considering the proceeds expected from the execution of our disposal plan, we expect to be in a position to ensure competitive shareholders returns and to retain a robust balance sheet with our core ratio of net borrowings to total equity plus net borrowings (both before IFRS 16 lease liabilities) – gearing –  expected to remain within  a planned range of 0.1-0.15 across the plan period.\n\nIn the next five-year plan 2026-2030, we expect to incur about €29 billion of capital expenditures, of which a major part is planned to be directed to the exploration and development of hydrocarbons reserves.\n\nTo support the Group cash generation, we are planning to execute a cost saving program of about €2.3 billion in the period 2024-2027, which was raised from a previous €1.8 billion target.\n\nDue to cash flow unpredictability as a function of the scenario volatility, management is always allocating a portion of funds to uncommitted projects, which can be more comfortably cancelled or postponed in case of a downturn in oil prices. In the five-year plan 2026-2030 out of the planned capital budget of €29 billion, the portion allocated to uncommitted projects represents on average more than 30% of expenditures in each year of the financial projections.\n\n125\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nOur financial projections and capital investment decisions are based on management’s appreciation of the cost of capital to the Group at about 6% post-tax. This rate is in line with 2024 because a perceived reduction in the volatility of Eni’s share and a reduced market risk premium were offset by higher expected interest rates on debt. When making final investment decisions, the thresholds against which specific investment internal rate of returns are benchmarked are defined by adding to the above-mentioned cost of capital, a risk premium associated with the country where the investment will be executed and an additional business risk premium to cover high-risk investments (like exploration projects) and to provide an extra return.\n\nThis financial outlook is subject to the volatility of crude oil prices and to the other risk factors described in Item 3.\n\nRemuneration policy\n\nManagement is committed to delivering on a progressive and competitive shareholder remuneration policy, that is reflective of the expected improvement in underlying earnings and cash flows on a constant scenario basis and of the increased resiliency of the business to cyclical fluctuations. In setting the level of shareholders’ remuneration, management is also considering its assumptions about future trends in crude oil prices and in other market variables.\n\nAs part of that framework, the management is planning to return shareholders an amount of cash representing a portion in a range of 35 to 45% of the expected cash flow from operations before working capital requirements “adjusted cash flow”. That portion is higher than the previous range of 35-40% to take into account a perceived solid financial structure of the Company, lower expected expenditures than in the past and a growing contribution of dividends from equity-accounted entities to the cash flow. In 2025, the management gauged this adjusted cash flow measure at around €12.5 billion and cash returns to shareholders came in close to the upper limit of that range as we returned €5 billion of cash to shareholders comprising the 2025 dividend of €1.05 per share (equal to €3.15 billion, with the third and fourth instalments to be distributed in the first half 2026) and the 2025 buy-back program of €1.8 billion, which was completed in February 2026.\n\nGoing forward, distributions will continue contemplating a combination of dividends and share repurchases. We expect to gradually increase the dividend in future years in line with the expected improvement in the Group underlying financial performance, and to enhance the dividend resilience to the scenario. Share repurchases will complement the dividend and are intended as a flexible tool to distribute raising amount of cash generated by the business in case of upside in the scenario variables, a better than budgeted company’s performance or other factors. For the full year 2026, we expect to distribute shareholders an amount equal to 40% of the adjusted cash flow which will be earned by the Company under the assumption of 70 $/bbl of Brent crude oil (nominal terms) through dividends and share repurchases.\n\nAccording to our financial framework, in case the Group results of operations are trending higher than management’s plans due to a better pricing environment than management expectations (i.e. a Brent crude oil price higher than 70 $/bbl) and/or an improved business underlying performance, management intends to distribute up to 60% of the incremental cash flows through share repurchases (in line with the past), until management’s expected Brent crude oil price for the full year reaches 90 $/bbl on average. In case management’s forecast of the Brent crude oil price exceeds 90 $/bbl for 2026 full year, the Company intends to distribute shareholders 100% of the incremental adjusted cash flow at a Brent price higher than 90 $/bbl and/or other scenario variables 50% above planned levels (namely spot natural gas prices and refining margins) as extraordinary dividend.\n\nIn case the commodity scenario underperforms management’s expectations, the Company plans to leverage on its financial flexibility as well as on possible revisions of the capital expenditure plans considering the proportion of uncommitted projects in our development portfolio, to preserve shareholders’ returns.\n\nFor 2026, having assessed the progress of the Company in executing its strategy, based on a sound financial position and management scenario assumptions, management is planning to increase the yearly dividend to €1.1 per share, up 4.8% from 2025. This dividend is expected to be paid in four equal quarterly instalments in September 2026, November 2026, March 2027, and May 2027. Therefore, the expected cash out for dividend payments in 2026 will include two instalments of the 2025 dividend of €0.26 per share each, and two instalments of the planned 2026 dividend of €0.27 per share each.\n\nConsistently with its remuneration policy, for 2026 Eni plans to execute a share buyback program of at least €1.5 billion assuming a Brent scenario of 70 $/bbl and that the Company delivers its planned adjusted cash flow for the year. Execution of this buyback program is subject to shareholders’ approval at the Annual General Meeting scheduled for May 2026. In case of a better oil price environment and/or better business underlying performance, the buyback is expected to be increased to an upper limit of €4 billion.\n\n126\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nOff-balance sheet arrangements\n\nEni has entered into certain off-balance sheet arrangements, including several guarantees and commitments, as described in “Item 18 – Note 28 – Guarantees, commitments and risks – of the Notes on Consolidated Financial Statements”. Eni’s principal contractual obligations, including commitments undertake-or-pay or ship-or-pay contracts in the gas business, are disclosed under “Contractual obligations” in the same footnote. See the Glossary for a definition of take-or-pay or ship-or-pay clauses. Those off-balnce sheet agreements also comprise various forms of guarantees provided by Eni on behalf of unconsolidated subsidiaries and affiliated companies, mainly relating to guarantees for loans, lines of credit and performance under contracts. \n\nOff-balance sheet arrangements comprise those arrangements that may potentially impact Eni’s liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under generally accepted accounting principles. Although off-balance sheet arrangements serve a variety of Eni’s business purposes, Eni is not dependent on these arrangements to maintain its liquidity and capital resources; nor is management aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on the Company’s financial condition, results of operations, liquidity or capital resources.\n\nLiquidity risk \n\nLiquidity risk is the risk that suitable sources of funding for the Group may not be available, or the Group is unable to sell its assets on the marketplace as to be unable to meet short-term financing requirements and to settle obligations. Such a situation would negatively impact the Group results and cash flow as it would result in the Company incurring higher borrowing expenses to meet its obligations, divesting assets at discount to their fair values or under the worst of conditions the inability of the Company to continue as a going concern. At present, the Group believes it has access to sufficient funding and has also both committed and uncommitted borrowing facilities as we retain cash reserves and cash on hand to meet currently foreseeable funding requirements. The Group cash reserve consists of cash on hand and very liquid financial assets (short-term deposits, held-for-trading securities and other financial assets) of €18.8 billion and committed borrowing facilities of €9 billion. This liquidity reserve based on our financial framework can alternatively be used to absorb temporary swings in cash flows from operations, to provide financial flexibility to pursue the Group development programs or to fund the Group contractual obligations with respect to the repayment of financing debt at maturity up to a 48-month horizon. For a description of how the Company manages the liquidity risk see “Item 18 – Note 28 to the Consolidated Financial Statements”. Due to the continued volatility in commodity markets, we might incur increased liquidity risks due to the need to deposit larger amounts of cash collateral at financial institutions and commodity-based exchanges to guarantee the settlement of derivatives contracts (margin calls). The Group is continuously assessing the ability of its financial headroom to cope with possible market turbulence and volatility. To withstand uncertain financial markets and macroeconomic conditions, the Group has retained a level of financial flexibility in planning future capital requirements to grow the business, as a portion of the capital expenditure plan of €29 billion of the five-year period 2026-2030 is allocated to uncommitted projects (more than 30% on average in the plan).\n\nWorking capital \n\nManagement believes that, considering unutilized credit facilities, the Company’s liquidity reserves, our credit rating and access to capital markets, Eni has sufficient working capital for its foreseeable requirements. \n\n127\n\n[Table of Contents](#TOC_TableofContent)\n\nCredit risk \n\nCredit risk is the risk that our commercial or financial partners fail to pay amounts due to us in connection with the provision of goods and services, financing or derivatives transactions. In recent years, the Group has experienced a significant level of counterparty default due to Europe and Italy’s weak economic growth and financial difficulties affecting national oil state-owned entities and local companies, which are joint operators in Eni-lead projects. It is possible that the ability of our debtors to pay amounts due to us will deteriorate in the next future, in case of a deepening of the current economic slowdown, leading us to recognize significant amounts of expected credit losses in future reporting periods.\n\nFor a description of how the Company manages the credit risk see “Item 18 – Note 28 to the Consolidated Financial Statements”. For more information about the allowance for doubtful accounts calculated in accordance with the expected credit loss model see “Item 18 – Note 8 to the Consolidated Financial Statements”. \n\n \n\nVolatility of the macro environment \n\nGlobal financial markets are volatile due to several macroeconomic risk factors and unpredictable developments. In case of unpredictable developments in the Russia military aggression against Ukraine or in the Middle-East tensions, intensification of trade disputes between the USA and its main trading partners, or a financial crisis triggering a downturn in economic activity and energy demand, in the event of a credit crunch, or if Eni is unable to access the financial markets (including cases where this is due to Eni’s financial position or market sentiment as to Eni’s prospects) at a time when cash flows from Eni’s business operations may be under pressure, the Company may incur significantly higher borrowing costs than in the past or difficulties obtaining the necessary financial resources to fund Eni’s development plans, therefore jeopardizing Eni’s ability to maintain long-term investment programs. A reduction in the investments needed to develop Eni’s reserves and to grow the business may significantly and negatively affect Eni’s business prospects, results of operations and cash flows, and may impact shareholder returns, including dividends and share price appreciation. The retention of cash reserves and borrowing facilities and the financial flexibility in the expenditure program are tools that Eni may activate in case of unfavorable macro developments and systemic crises.    \n\nMarket risk \n\nThe fair values of Eni’s financial assets and liabilities as well as expected cash flow from highly probable transactions are exposed to movements in commodity prices, currency fluctuations and changes in interest rates. Unfavorable movements in prices and rates could significantly and negatively affect Eni’s results of operations and cash flow.\n\nThe Group does not hedge its strategic exposure to volatile hydrocarbons prices in the activity of producing its oil&gas reserves, except for specific transactions or particular market circumstances. Other strategic, unhedged exposures include long-term gas supply contracts for the portion not balanced by sales contracts (already stipulated or expected), the margin deriving from the chemical transformation process, the refining margin and long-term storage functional to the logistic-industrial activities. The Group enters into commodity derivatives to manage exposure to price volatility in commercial activities involving the reselling of commodities in view of optimizing margins. Frequently, exposures to price volatility or to different indexation between the cost of supplies and the reselling prices are not hedged on a transaction-by-transaction basis; instead, exposures are pooled at Group level and derivatives are activated to hedge net exposures, with gain and losses recognized through profit.\n\nEni’s euro-denominated subsidiaries incur revenues and expenses in currencies other than the euro or are otherwise exposed to currency fluctuations because prices of oil, natural gas and refined products generally are denominated in, or linked to, the U.S. dollar, while a significant portion of Eni’s expenses are incurred in euros and because movements in exchange rates may negatively affect the fair value of assets and liabilities denominated in currencies other than the euro. Therefore, movements in the U.S. dollar (or other foreign currencies) exchange rate versus the euro affect results of operations and cash flows and year-on-year comparability of the performance. These exposures are normally pooled at Group level and net exposures to exchange rate volatility are netted on the marketplace using derivative transactions. However, the effectiveness of such hedging activity is uncertain, and the Company may incur losses also of significant amounts.\n\nEni is exposed to fluctuations in interest rates that may affect the fair value of Eni’s financial assets and liabilities as well as the amount of finance expense recorded through profit. Eni enters into derivative transactions with the purpose of minimizing its exposure to the interest rate risk. \n\nFor a description of how the Company manages the Market risk see “Item 18 – Note 28 of the Notes on Consolidated Financial Statements”. \n\nResearch and development \n\nFor a description of Eni’s research and development operations in 2025, see “Item 4 – Research and development”.\n\n \n\n128\n\n[Table of Contents](#TOC_TableofContent)\n\n[Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](#TOC)\n\n[Directors and Senior Management](#TOC)\n\nThe following table lists the Company’s Board of Directors as at December 31, 2025:\n\nName\n\n \n\nPosition\n\n \n\nYear elected or appointed\n\n \n\nAge\n\nGiuseppe Zafarana\n\n \n\nChairman\n\n \n\n2023\n\n \n\n62\n\nClaudio Descalzi\n\n \n\nCEO\n\n \n\n2014\n\n \n\n70\n\nElisa Baroncini\n\n \n\nDirector\n\n \n\n2023\n\n \n\n59\n\nMassimo Belcredi\n\n \n\nDirector\n\n \n\n2023\n\n \n\n64\n\nRoberto Ciciani\n\n \n\nDirector\n\n \n\n2023\n\n \n\n53\n\nCarolyn Adele Dittmeier\n\n \n\nDirector\n\n \n\n2023\n\n \n\n69\n\nFederica Seganti\n\n \n\nDirector\n\n \n\n2023\n\n \n\n59\n\nCristina Sgubin\n\n \n\nDirector\n\n \n\n2023\n\n \n\n45\n\nRaphael Louis L. Vermeir\n\n \n\nDirector\n\n \n\n2020\n\n \n\n70\n\nIn accordance with Article 17.1 of Eni’s By-laws, the Board of Directors is made up of 3 to 9 members. \n\nThe current Board of Directors was appointed by the ordinary Shareholders’ Meeting held on May 10, 2023 which also established the number of Directors at nine for a term of three financial years. The Board’s term will therefore expire with the Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2025.\n\nThe Board of Directors is appointed by means of a slate voting system: slates may be presented by the shareholders representing at least 0.5% of the Company’s share capital. According to the Eni By-laws, three out of nine Directors are appointed from among the candidates of the non-controlling shareholders.\n\nGiuseppe Zafarana, Claudio Descalzi, Elisa Baroncini, Roberto Ciciani, Federica Seganti, and Cristina Sgubin were the candidates of the Ministry of the Economy and Finance. Massimo Belcredi, Carolyn Adele Dittmeier and Raphael Louis L. Vermeir were the candidates of institutional investors (non-controlling shareholders). The Shareholders’ Meeting appointed Giuseppe Zafarana as the Chairman of the Board of Directors and, on May 11, 2023, the Board appointed Claudio Descalzi as the Chief Executive Officer of the Company.\n\nFour Directors out of nine were drawn from the less represented gender, reaching the ratio of at least two-fifths of the Directors as provided by Italian law and Eni’s By-laws.\n\nThe following provides details on the personal and professional profiles of the Directors. \n\nGiuseppe Zafarana was born in Piacenza in 1963 and has been Chairman of the Board of Directors of Eni since May 2023. He is a member of the Italian Corporate Governance Committee. Furthermore, he is Chairman of the Board of Directors of Fondazione Eni Enrico Mattei (FEEM) since June 28, 2023 and, since June 13, 2024, Chairman of the Board of Directors of Finint Investments, an asset management company belonging to the Banca Finint Group.\n\nHe graduated in Law, Political Sciences and Economic and Financial Security Sciences and obtained a II level Master's Degree in Corporate Tax Law from Luigi Bocconi University in Milan.\n\nExperience\n\nHis military career began in 1981, when he attended the 81st \"Osum II\" course at the Corps Academy. He went into service in 1985 and held several operational assignments in Lombardy, Veneto, Lazio, Calabria and Sicily, commanding various divisions, taking on assignments in the leading investigative departments of the Corps and carrying out relevant Military staff functions. From 1995 to 1997, he attended the biennial Advanced Tax Police Course and a highly qualified stage in the United States of America, on the subject of contrasting organised crime. He was Provincial Commander of Rome (from 2003 to 2008) and Regional Commander of Lombardy (from 2015 to 2016).\n\nMoreover, he performed several assignments in the training sector, in particular as commander of the Academy of the Guardia di Finanza, and later served as Chief of Staff of the General Command of the Guardia di Finanza (from 2016 to 2018), and interregional commander for Central Italy (from 2018 to 2019). From May 2019 to May 2023 he held the office of Commander General of the Guardia di Finanza. He taught at the Academy of the Guardia di Finanza, the School of the Tributary Police of the Guardia di Finanza, and the School of the economic-financial Police of the Guardia di Finanza. He has been awarded various decorations and honours, including the Knight Grand Cross of the Order of Merit of the Italian Republic.\n\n129\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nClaudio Descalzi was born in Milan and has been Eni’s CEO since May 2014. He is a member of the General Council and of the Advisory Board of Confindustria and Director of Fondazione Teatro alla Scala.\n\nHe is a member of the National Petroleum Council. He is one of the founding CEOs of the Oil and Gas Climate Initiative, and was awarded the Atlantic Council’s Distinguished Business Leadership Award in 2022.\n\nExperience\n\nHe joined Eni in 1981 as Oil & Gas field petroleum engineer and then became project manager for the development of North Sea, Libya, Nigeria and Congo. In 1990 he was appointed Head of Reservoir and operating activities for Italy. In 1994, he was appointed Managing Director of Eni’s subsidiary in Congo and in 1998 he became Vice President & Managing Director of Naoc, a subsidiary of Eni in Nigeria. From 2000 to 2001 he held the position of Executive Vice President for Africa, Middle East and China. From 2002 to 2005 he was Executive Vice President for Italy, Africa, Middle East, covering also the role of member of the board of several Eni subsidiaries in the area. In 2005, he was appointed Deputy Chief Operating Officer of the Exploration & Production Division in Eni. From 2006 to 2014 he was President of Assomineraria and from 2008 to 2014 he was Chief Operating Officer in the Exploration & Production Division of Eni. From 2010 to 2014 he held the position of Chairman of Eni UK.\n\nIn 2012, Claudio Descalzi was the first European in the field of Oil&Gas to receive the prestigious “Charles F. Rand Memorial Gold Medal 2012” award from the Society of Petroleum Engineers and the American Institute of Mining Engineers. He is a Visiting Fellow at The University of Oxford. In 2014 he founded the Oil and Gas Climate Initiative together with other CEOs of major Oil & Gas companies to lead the industry’s response to climate change. In December 2015 he was made a member of the “Global Board of Advisors of the Council on Foreign Relations”. In December 2016 he was awarded an Honorary Degree in Environmental and Territorial Engineering by the Faculty of Engineering of the University of Rome, Tor Vergata. In May 2022 he was awarded by the Atlantic Council with the Distinguished Business Leadership Award for the extraordinary role he has played in the energy sector at an international level, for the technological transformation of the company aimed at complete decarbonisation by 2050 and for his contribution to the new challenge of Italian and European energy security. He graduated in physics in 1979 from the University of Milan.\n\nElisa Baroncini was born in Castel San Pietro Terme (Bologna) in 1966 and has been Eni Director since May 2023. She is Professor of International Law at the Alma Mater Studiorum – University of Bologna, where she teaches International Trade and Investment Law, The International Law on Sustainable Development, International Energy Law and she is a member of the teaching board of the PhD program in Juridical Sciences. Founder and Coordinator of DIEcon, the interest group on International Economic Law of the Italian Society of International Law (SIDI), she co-chaired the interest group on International Economic Law of the European Society of International Law (ESIL) in 2012-2022 and since December 2023 she was appointed as a Member of the Executive Council of Society of International Economic Law (SIEL). She is a member of the Journal of World Investment and Trade and of the review Diritto del commercio internazionale – Bologna Editorial Board.\n\nIn December 2024 she was renewed for the 2025-2028 triennium by the University of Bologna as a member of the Scientific Council of the Alma Mater Institute for Advanced Studies and was appointed \"TSD Expert\" (international arbitrator) by the European Commission for dispute resolution mechanisms of the European Union new generation free trade agreements. She is also a member of the \"Interuniversity Centre on the Law of International Economic Organisations\" (CIDOIE), as well as a member of the “Associazione delle docenti universitarie dell’Università di Bologna” (AdDU)” Scientific Committee. She participates in various associations and organizations active in the fields of governance and international and European law (Leuven Centre for Global Governance Studies, Society of International Economic Law, Società italiana di diritto internazionale, International Law Association (ILA) – Branch of Italy, Associazione italiana studiosi di diritto dell’Unione europea).\n\nExperience\n\nShe is the author of several publications among Italian and foreign publishers and magazines, particularly in the field of international economic law and the external relations and trade policy of the European Union. She has been a Visiting Professor at various foreign universities and Visiting Researcher at the European University Institute (EUI), and member and manager of national and international research projects. After being appointed as Coordinator of the Re-Globe Jean Monnet Module (2022-2025), of the Seed Funding Una Europa WHC@50 project and of the Seed Funding Una Europa ImprovEUorGlobe project, she is currently Scientific Director of the project \"The World Trade Organization as a protagonist of sustainable development in the relaunch of the multilateral system\", funded by the Ministry of Foreign Affairs and International Cooperation. Additionally, Elisa Baroncini holds the Jean Monnet Chair with the SustainEUorPlanet project and is a member of the Scientific Committee of the Advanced Training Course on Energy Law at the University of Bologna. Elisa Baroncini's fields of research include: the crisis of the WTO appellate body and the multilateral system reform process; the relationship between trade liberalisation and non-trade values; the new generation of free trade agreements of the European Union; transparency in international economic law; the role of the European Parliament and Commission in finalizing international agreements; UNESCO and international economic law; exceptions related to national security in international economic law; EU trade policy and Sustainable Development Goals (SDGs) of the UN Agenda 2030; Energy Trilemma and International Energy Law.\n\nShe graduated with honour in law, with the “Baldisseri” award as best dissertation of the year in European Community Law, from the University of Bologna, where she also obtained a PhD in European Community Law.\n\n130\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nMassimo Belcredi was born in Brindisi in 1962 and has been Eni Director since May 2023. He is Full Professor of Corporate Finance at the Faculty of Economics of the Università Cattolica del Sacro Cuore in Milan; and Founder and Director of FIN-GOV (Centre for financial research on corporate governance of the Catholic University).\n\n \n\nHe is a member of the Steering Committee of Cor-Gov (Master II level in Corporate Governance) and of the committee of the Department of Economics and Business Management. He is a member of the Italian Academy of Business Economics (AIDEA) and the Association of Professors of Economics of Financial Market Intermediaries (ADEIMF). He is also a member of the Rivista Bancaria (Minerva Bancaria) Scientific Committee. Since 2021 he has been Director of Armònia SGR and a member of the Nedcommunity Scientific Committee. He provides technical consultancy and advice on the subjects of corporate finance and corporate governance, support for the board evaluation, remuneration policies, and related-parties transactions.\n\nExperience \n\nHe has been a member of the Board of Directors, European Financial Management Association and of the Editorial Board, Journal of Management Governance. He is author of several national and international publications, primarily in the field of corporate governance, directors' remuneration, economic analysis of listed companies law, business crises, and has worked as a consultant for Assonime on corporate governance, company law and crisis and regulation of financial markets matters, also participating in the working group for the development of the Italian Corporate Governance Code.\n\nSince 2003, he was Director in unlisted and listed companies, as well as companies under the supervision of Public Authorities (Arca SGR, Banca Italease, BPER Banca, Erg, Gedi and Pirelli Tyre), being also appointed as a member or chairman of internal committees (Nomination, Remuneration, Control and Risk, Related Parties). He was a member of the Advisory Board for the transformation and privatisation of municipal companies in the Municipality of Rome, and a member of the competition commissions for Consob and the Energy and Gas Authority (AEEG). In 2014 he received the \"Ambrogio Lorenzetti\" award for corporate governance, category ‘Board of Director’s’. He was Professor at the University of Svizzera Italiana and the University of Bologna. He graduated in Business and Economics from the Università Cattolica del Sacro Cuore in Milan, where he also held the role of researcher and associate professor of Corporate Finance.\n\nRoberto Ciciani was born in Rome in 1972 and has been Eni Director since May 2023. He is a lawyer, currently General Manager and Director of Directorate I of the Economy Department at the Ministry of Economy and Finance.\n\nHe is a Director and member of the Remuneration Committee of TELT – Lyon-Turin Euroalpine Tunnel.\n\nExperience \n\nHe began his career at Studio Legale Compagno. He then took part to the final stage of the 2nd management training course-competition and took on the role of lawyer at the Tiber River Basin Authority, a public body responsible for landscape protection (from 2001 to 2002). Since 2002 he has held managerial positions in several Directorates of the Treasury and Economy Department - Ministry of Economy and Finance. He was a member of the Higher Council of the Sicily Foundation (from 2016 to 2019), a Director of Poste Tutela SpA, a company owned by Poste Italiane Group (from 2013 to 2016), and MEFOP SpA, a majority state-owned company for the development of pension funds (from 2013 to 2019).\n\nHe has extensive, meaningful experience in the economic-financial sector, both at international and european level, in administrative, accounting and management procedures; he has considerable knowledge of risk monitoring and management, and has developed skills in the analysis of problems relating to international and domestic law and economics, banking, finance, business, the prevention of tax and financial crimes and market abuse, primarily gained through pre-legislative work at national, European and international level (definition of standards and international recommendations). He was Professor at the Sapienza, Tor Vergata and LUISS Guido Carli universities in Rome. He graduated in law from the Sapienza University of Rome, where he also held a PhD in Administrative Law.\n\nCarolyn Adele Dittmeier was born in Salem (USA) in 1956 and has been Eni Director since May 2023. She is currently Independent Director and member of the Audit and Risk Committees of HSBC Uk Bank Plc.\n\n131\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nShe is also independent director and Chairman of the Control and Risk Committee of Illycaffé S.p.A. and a member of the Board of Statutory Auditors of Moncler SpA and of the Bologna University Business School Foundation. She has taken part to the European Growth Audit Network (coordinated by Tapestry), which organizes benchmark meetings between the Audit Committee Chairs of major European companies, with a focus on “high growth” companies. She is a certified internal auditor and certified risk management assurance professional. She was promoter, and still plays a leading role, in the working group for risks and controls within Nedcommunity.\n\nExperience \n\nShe began her career at KPMG in 1978, as an auditor at Philadelphia, Pennsylvania, USA, later launching a corporate governance services practice in Italy. She held the position of Financial Manager and, subsequently, Internal Audit Manager for the Montedison/Compart Group. From 2002 to 2014 she served as Internal Audit Manager of the Poste Italiane Group, and of the Supervisory Body, as sole auditor. From 2017 until September 2024, she served as an Independent Director, as well as the President of the Audit Committee and a member of the Corporate Governance, Sustainability, and Nomination Committee of Alpha Services & Holdings SA and its subsidiary Alpha Bank SA, where she also held the position of Lead Director on ESG issues.\n\nFrom 2012 to 2015 she was a member of the Audit Committee of the FAO (United Nations Food and Agriculture Organisation), where she became President in 2014. She was also an independent director and chairman of the Control and Risk Committee at Autogrill SpA and Italmobiliare SpA. From 2014 to April 2023, she was Chairman of the Board of Statutory Auditors of Assicurazioni Generali SpA. From 2016 to the end of 2023, she was senior advisor of Ferrero International SA as a member of Audit Committee.\n\nFrom 2004 to 2014, she held various positions at the Institute of Internal Auditors (IIA), including those of president of ECIIA and AIIA. She is author of publications on risk governance and Internal Auditing and, in 2014 and 2017 respectively, she received the Ambrogio Lorenzetti Award, Board Members category, and the Minerva (Federmanager) Women of Excellence award. She works periodically at LUISS Guido Carli University, lecturing on corporate governance, risk management, internal control and internal auditing. She graduated in Economics from the Wharton School, University of Pennsylvania, USA.\n\nFederica Seganti was born in Trieste in 1966 and has been Eni Director since May 2023. She is currently Chairman and Chief Executive Officer of the Friuli Venezia Giulia regional finance company Friulia SpA as well as Director of Nexi SpA and Revo Insurance SpA.\n\nShe is Professor of Finance, Core Faculty at the MIB Trieste School of Management, and of Insurance Operations Technique at the Department of Economics and Statistics at the University of Udine. She is Director of the Master’s course in Insurance & Risk Management and the Corporate Master’s course in Risk Management and Finance at the MIB Trieste School of Management.\n\nExperience \n\nFrom 1994 to 2022 she was Director in several listed and unlisted companies (Fincantieri SpA, Eurizon Capital SGR, Autostrada Pedemontana Lombarda SpA, InRete SpA, Autovie Servizi SpA, Autovie Venete SpA), while also being appointed as a member or Chairman of advisory committees (Nomination, Remuneration, Control and Risks). From 2003 to 2008 she was Commissioner at Covip - Supervisory Commission on Pension Funds, from 2010 to 2016 a Member of the Occupational Pensions Stakeholder Group of EIOPA - European Insurance and Occupational Pensions Authority, and from 2017 to 2019 of the Strategy Advisory Board of EY Financial Services. From 2017 to April 2023, she was an independent Director of Hera SpA, where she was also Chairman of the Ethics and Sustainability Committee. From 2022 to 2025 she was Chairman of BTX Italian Retail and Brands Srl and a Director of BancoPosta Fondi SpA SGR (where she was Chairman of the Remuneration Committee and member of the Risk Committee).\n\nShe was a contract professor of Transport Economics at the University of Trieste. She is the author of many publications and has been awarded three prizes. She has a degree in Political Science from the University of Trieste, and a PhD in Finance from the School of Finance (University of Trieste, Udine, Florence and Bocconi Milan), as well as an MBA in International Business from the MIB Trieste School of Management.\n\n132\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nCristina Sgubin was born in Frosinone in 1980 and has been Eni Director since May 2023. Lawyer, expert in corporate law, corporate governance and regulation. She is currently Director of SACE, ISPRA (Higher Institute for Environmental Protection and Research), Vianini SpA, Biesse SpA and Xenia SpA.\n\nShe is also Secretary General of Telespazio SpA, a leading international company operating in the satellite sector. She lectures on both degree and master's courses in Public Economic Law and Administrative Law.\n\nExperience \n\nShe gained extensive experience as a lawyer for leading national and international law firms, then she pursued the in-house managerial career. As a lawyer, she has served the IPI (Institute of Industrial Promotion), in-house company of the Ministry of the Economic Development (“MISE”, now Ministry of Enterprises and Made in Italy) for Promuovitalia S.p.A. and for the Ministry itself. She was General Counsel of Italo-Nuovo Trasporto Viaggiatori SpA. While working at Leonardo she subsequently became Head of Regulatory Affairs, and then Chief of Staff to the Chief Executive Officer. Since 2021 she has been Secretary General of Telespazio, responsible for legal and corporate affairs, compliance, security and anti-corruption.\n\nShe is author of monographs, particularly on complex industrial crises, collective works and scientific articles. She had a law degree from the University of Rome Tor Vergata and a level II University Master's degree in \"Law and management of public services\" from the LUMSA University in Rome.\n\nRaphael Louis L. Vermeir was born in Merchtem (Belgium) in 1955 and has been Eni Director since May 2020. Since April 2021 he has been Lead Independent Director, appointment confirmed in May 2023. He is currently an independent advisor for the mining and oil industry.\n\nHe serves as Trustee of the Classical Opera Company in London, as well as Chairman of Malteser International and board member of Sedibelo Resources Limited. He is Fellow of the Energy Institute and the Royal Institute of Naval Architects.\n\nExperience \n\nHe joined ConocoPhillips in 1979, initially working in marine transportation and production engineering services in Houston, Texas. He then handled upstream acquisitions in Europe and Africa and managed Conoco's exploration activities in continental Europe from the Paris headquarters. In 1991 Vermeir moved to London to lead the business development activities for refining and marketing in Europe. In 1996 he became managing director of Turcas in Istanbul (Turkey). He returned to London in 1999 to lead strategic initiatives in Russia and to complete major acquisition deals in the North Sea. He also headed an integration team during the Conoco-Phillips merger. In 2007 he became head of external affairs Europe and in 2011 was appointed as president of operations in Nigeria. Subsequently and until 2015, Vermeir was Vice President of Government Affairs International for ConocoPhillips.\n\nRaphael Vermeir was a member of the Board of Directors of Oil Spill Response Ltd and until 2011 was Chairman of the International Association of Oil and Gas Producers for four years in a row. Since 2016 and until April 2021 was Senior Advisor for Energy Intelligence and Strategia Worldwide. From 2016 and until 2021 he was Chairman of IP week. Since 2016 until 2022 he was Senior Advisor for AngloAmerican. From April 2021 Raphael Vermeir has been appointed as Lead Independent Director of Eni. He served as Trustee of St Andrews Prize for the Environment. A Belgian national, he graduated in Electrical and Mechanical Engineering from the Ecole Polytechnique in Brussels. He holds a Masters of Science degrees in engineering and management from the Massachusetts Institute of Technology.\n\n133\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nSenior Management\n\nThe table below sets forth the composition of Eni’s Senior Management as at December 31, 2025. It includes the CEO, as General Manager of Eni SpA, as well as the Chief Operating Officers and the executives who report directly to the CEO and to the Board, and on its behalf, to the Chairman. \n\nName\n\n \n\nManagement position\n\n \n\nYear first appointed to current position\n\n \n\nTotal number of years of service at Eni\n\n \n\nAge\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nClaudio Descalzi\n\n \n\nChief Executive Officer of Eni\n\n \n\n2014\n\n \n\n44\n\n \n\n70\n\nGuido Brusco\n\n \n\nGlobal Natural Resources Chief Operating Officer and General Manager\n\n \n\n2022\n\n \n\n28\n\n \n\n55\n\nFrancesco Gattei\n\n \n\nChief Transition & Financial Officer, Chief Operating Officer and General Manager\n\n \n\n2020\n\n \n\n30\n\n \n\n56\n\nGiuseppe Ricci \n\n \n\nIndustrial Transformation Chief Operating Officer\n\n \n\n2021\n\n \n\n40\n\n \n\n67\n\nGianfranco Cariola\n\n \n\nInternal Audit Director\n\n \n\n2021\n\n \n\n14\n\n \n\n57\n\nGrazia Fimiani\n\n \n\nIntegrated Risk Management Director\n\n \n\n2021\n\n \n\n29\n\n \n\n55\n\nLuca Franceschini\n\n \n\nIntegrated Compliance Director and\n\nBoard Secretary and Board Counsel\n\n \n\n2016\n\n \n\n34\n\n \n\n59\n\nClaudio Granata\n\n \n\nDirector Stakeholder Relations & Services\n\n \n\n2020\n\n \n\n42\n\n \n\n65\n\nErika Mandraffino             \n\n \n\nExternal Communication Director\n\n \n\n2020\n\n \n\n19\n\n \n\n53\n\nLapo Pistelli\n\n \n\nPublic Affairs Director\n\n \n\n2020\n\n \n\n10\n\n \n\n61\n\nStefano Speroni\n\n \n\nLegal Affairs & Commercial Negotiation Director\n\n \n\n2020\n\n \n\n7\n\n \n\n63\n\nRoberto Ulissi\n\n \n\nCorporate Affairs and Governance Director\n\n \n\n2006\n\n \n\n19\n\n \n\n63\n\nLorenzo Fiorillo\n\n \n\nTechnology, R&D & Digital Director\n\n \n\n2024\n\n \n\n26\n\n \n\n51\n\n \n\nThe Global Natural Resources Chief Operating Officer and General Manager, the Chief Transition & Financial Officer, Chief Operating Officer and General Manager, the Industrial Transformation Chief Operating Officer and the Director Stakeholder Relations & Services are members of the Eni Steering Committee, chaired by the Chief Executive Officer. The Eni Steering Committee meets monthly and in any case, as a rule, in view of the meetings of the Board of Directors to examine issues of strategic interest and to be brought to the attention of the Board of Directors itself. Owners of other positions participate in the work of the committee in relation to the topics to be discussed. The Chairman of the Board of Directors is invited to participate in all meetings. The Board Secretary and Counsel participates in the activities of the committee for issues related to the Board of Directors. The Secretarial activities of the Eni Steering Committee are carried out by the Director of Corporate Affairs and Governance.\n\nThe Global Natural Resources Chief Operating Officer and General Manager, the Chief Transition & Financial Officer, Chief Operating Officer and General Manager, Industrial Transformation Chief Operating Officer, the Director Legal Affairs and Commercial Negotiations, the Director Corporate Affairs and Governance, the Director Integrated Compliance, the Director External Communication, the Director Stakeholder Relations & Services, the Director Internal Audit, the Director Public Affairs, the Director Integrated Risk Management, the Director Technology, R&D & Digital, the Director CCUS, Forestry & Agro-Feedstock, the Director Development, Operations & Energy Efficiency, the Director Exploration, the Director Global Gas & LNG Portfolio, the Director Power Generation & Marketing, the Director Refining Evolution and Transformation, the Director Upstream, the Director Global Trading, the Head Accounting and Financial Statements, the Head Planning, Control and Insurance are members of the Management Committee6, which provides advice and support to the Chief Executive Officer. Other managers may be invited to attend meetings based on the agenda. The Chairman of the Board is invited to attend meetings. The duties of the Committee Secretary are performed by the Director Corporate Affairs and Governance.\n\nAs of August 1, 2020, the Head of the Accounting and Financial Statements has been appointed by the Board of Directors as the Officer in charge of preparing Company’s financial reports pursuant to Italian law, replacing the CFO, acting upon a proposal of the CEO in agreement with the Chairman, following consultation with the Nomination Committee and with the approval of the Board of Statutory Auditors.\n\nThe Internal Audit Director is appointed by the Board of Directors as Director in charge of the internal control and risk management system, acting upon a proposal of the Chairman in agreement with the Chief Executive Officer.\n\nThe Board of Directors decides with the support of the Control and Risks Committee and the Nomination Committee, after having heard the Board of Statutory Auditors. The Board Secretary and Board Counsel is appointed by the Board of Directors upon a proposal of the Chairman.\n\nOther members of Eni’s senior management are appointed by Eni’s CEO and may be removed without cause.\n\n \n\n \n\n6 The committee includes also the Chairman of the Board and CEO's of certain Eni's subsidiaries.\n\n \n\n134\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nSenior Managers \n\nGuido Brusco was Born in Maratea in April 1970, he graduated with Honors in Mechanical Engineering at “La Sapienza” University of Rome. He holds the position of Eni’s Chief Operating Officer Global Natural Resources and General Manager since October 1, 2024. He joined Eni in 1997, starting his career in the technical areas of the Exploration & Production business holding positions of increasing complexity and seniority across different countries, up to the role of Managing Director in Kazakhstan in 2013 and subsequently in Angola in 2015. He held the positions of Executive Vice President for the Sub-Saharan Africa Region and then Director of Eni’s Upstream business. He took over as Chief Operating Officer Natural Resources in February 2022. Since October 2024, he has been appointed Chief Operating Officer Global Natural Resources as well as General Manager1, overseeing exploration activities, engineering, development and production of oil&gas, LNG and Power, Trading and Portfolio management, sustainable development, Carbon Capture and Storage, forestry and agro-feedstock and, lastly, to the realization of asset development projects. He has been appointed Chairman of Confindustria Energia, Italy's Federation of energy sector associations, in July 2023. He has been a Board Director of Vår Energi (since December 2021), of Azule Energy (since August 2020) and of Ithaca Energy (since October 2024).\n\nFrancesco Gattei was born in Bologna in February 1969, he graduated in Economy and Commerce with a thesis in the oil market. He holds the position of Chief Transition & Financial Officer, Chief Operating Officer and General Manager since October 1, 2024. He joined Agip S.p.A. in 1995 and participated in major negotiation processes in Central Asia and Russia, firstly as Business Analyst and subsequently as Negotiator. From 2001 to 2005 he was Head of Negotiations & Commercial Planning in Libya activities during the start-up and then the construction phases of the Western Libyan Gas Project. From 2006 to 2008, he returned to Eni’s headquarters to become Head of Business Planning and Development activities for Africa, Europe, Asia and America during a period of major business growth, supporting the E&P Division’s Deputy General Director. In 2009, he was appointed Head of Upstream M&A, contributing to the rationalization of the portfolio, particularly in the UK and United States. In 2011, he became Senior Vice President of Market Scenarios and Strategic Options in Eni SpA, where he was also appointed Secretary of the Scenario and Sustainability Committee, a post he held until 2019. In 2014, he was appointed Head of Investor Relations and also acted as Secretary to Eni's Advisory Board from 2016 to 2019. In 2019, he moved to Houston to become Upstream Director of the Americas, managing the E&P business in the USA, Mexico, Venezuela and Argentina. He was a member of the Board of Directors of Saipem from 2014 to 2015. Since 2020, he is Board Member of Vår Energi, a company listed on the Oslo Stock Exchange. He was appointed Eni Chief Financial Officer on August 1st, 2020. On October 1st, 2024, he has been appointed Chief Transition & Financial Officer as well as Chief Operating Officer and General Manager, overseeing the process and the implementation of Eni economic and financial strategy, as well as the management and evolution of the sustainable mobility, retail gas & power and renewables businesses. Since October 2024, he’s Board Member of Ithaca Energy.\n\nGiuseppe Ricci was born in Casale Monferrato in 1958. He was appointed Chief Operating Officer of Energy Evolution on January 1, 2021. He joined Eni in 1985 initially working in the study and development of new refining processes at the Sannazzaro refinery, before becoming involved in the creation and consolidation of the joint venture with Kuwait Petroleum at the Milazzo refinery. In 2000 he returned to head office where he was responsible for Refining Processes Development and oversaw the performance optimization at the refining facilities of Agip Petroli. He left central technologies to take over, in 2004, as director of the Gela Refinery, a particularly challenging assignment both from a managerial perspective and in terms of the refining cycle and the complexity of the plant; in 2006 he was appointed managing director of the refinery. In June 2010 he was appointed as Senior Vice President of the Industrial Sector for Refining & Marketing, with responsibility for the refineries, storage deposits, oil pipelines and plant and facilities in Italy, as well as the management of subsidiary and associated companies in Italy and abroad. As Industrial Director he also held a series of additional responsibilities, such as the chairmanship of Gela and Milazzo. In 2012 he took on the delicate role of Eni’s Executive Vice President Health, Safety Environment and Quality with responsibility for providing the guidelines, coordination and control of safety, industrial health, product safety, the environment and quality. On September 12th, 2016, he was appointed as Chief Refining & Marketing Officer. On July 2020 as Eni’s Deputy Chief Operating Officer of Energy Evolution and Director Green/Traditional Refinery and Marketing. Since July 2017 up to June 2023 he was appointed President of Confindustria Energia and since 2018 President of AIDIC (Italian Association of chemical Engineering). He took over as Chief Operating Officer Energy Evolution from January 1st, 2021. Since October 1, 2024, he has been appointed Chief Operating Officer Industrial Transformation, overseeing the industrial transformation activities of traditional refining and chemical, as well as the business development activities and environmental remediation.\n\nGianfranco Cariola was born in Cosenza in 1968, he was appointed as Director Internal Audit at Eni on April 1, 2021. Between 1993 and 1999, he served as Officer at Guardia di Finanza (Italian Tax Police) General Command. Afterwards, he joined KPMG- KLegal, where he took on the role of Ordinary Member working for a number of major multinational groups in the field of risk management, compliance programs and internal control systems. In 2001 he was seconded to KPMG LLP in Washington DC where he specializes in the structuring of compliance programs and anti-corruption models. In 2003, he moved to the Internal Audit Department of Eni spa where he initially worked on Eni’s Group compliance 231 models; then, he was appointed as Senior Audit Vice President and Head of Planning, Methodologies and Eni’s Internal Control System. From 2013 to 2016, he was the Group Chief Audit Executive and Head of Anti-Corruption and Transparency at RAI spa. Between 2016 and November 2019, he joined Ferrovie dello Stato Italiane spa (FS spa) as Group Chief Audit Executive. On December 2019 he was appointed as Chief Audit Executive at TIM spa. He graduated in Economics, qualified as Italian Certified Public Accountant, in 2008, he completed an Executive MBA in General Management at the SDA Bocconi School of Management and the Polytechnic University of Milan. In 2017 he obtained a second degree, in Economic and Financial Security Sciences.\n\n \n\n135\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nGrazia Fimiani was born in Salerno in 1970. She was appointed Director of Integrated Risk Management at Eni on January 1, 2021. Having graduated with honors in Economics and Commerce from Sapienza University in Rome, she joined Eni in 1996, following a brief experience in the financial sector. At Eni, she began her professional career in the Human Resources department, by gaining transversal experience on the processes of Organizational Management, HR Planning and Development. She then went on to management roles in International Business, in particular in the Gas & Power sector, acquiring increasing responsibilities until she took on the role of HR Business Partner in the Gas & Power division. During this period, she coordinated and managed aspects of Human Resources related to business development projects, with particular reference to the integration of entities/companies subject to acquisition at European level and to the re-engineering of business processes, required by the growing exposure of the sector to the dynamics of market. In 2014 she was appointed Head of Human Resources and Organization of Eni reporting to the Chief Services & Stakeholder Relations Officer and, from July 2020, as the Human Capital & Procurement Coordination Director. In this role she coordinated central functions of the Organization Management, HR Development, Industrial Relations and all the activities related to HR Business Partner in several Eni Business areas (Natural Resources, Energy Evolution, Support Functions), as well as the Excellence Centers focused on Recruitment and Training (Eni International Resources and Eni Corporate University). From 2016 to June 2021 she was a standing member, representing Eni in the Executive Committee of Valore D. She participated in sessions of ‘In The Boardroom 4.0 – Eighth Class’ executive training program for Board members. In October 2022, as Eni representative, she was appointed Council Member of World Business Council for Sustainable Development. She is currently member of Boards of Directors of Versalis and Eni Trading & Biofuels, as well as of Eni Foundation.\n\n \n\nLuca Franceschini was born in Milan in 1966, from July 1, 2020 he is Head of Integrated Compliance and, from January 1, 2021, also Secretary of the Board of Directors. He is lawyer registered with the Italian Bar Association in Rome. After graduating in Law from the University of Milan, he first joined Eni in 1991 in the legal department of the then Agip S.p.A., providing legal assistance, initially, in commercial litigation and procurement area, and, subsequently, in a wide range of national and international projects in the Exploration & Production sector. In 2000, during the process for the liberalization of the natural gas sector, he was involved in the spin-off of the gas storage business and in the establishment and operational start of Stogit SpA, for which he became head of Legal and Corporate Affairs. He made his return to Eni Spa in 2005 as head of Italian Legal Assistance in the Gas & Power division. Following the concentration of all legal functions in Eni’s central Legal Department, he takes on positions of increasing responsibility, becoming, in 2009, head of legal assistance for Italian Business and Antitrust and in 2015, head of Legal and Regulatory Compliance. After the separation of the compliance function from the Legal Affairs department, in 2016 he became head of the new Integrated Compliance department. In 2017 he was awarded “Compliance Officer of the Year” by the Top Legal Corporate Counsel Awards and the Inhouse Community Awards. He is a member of the Scientific Committee of the Advanced Training Course for Corporate Counsel of the Luiss Business School. He was also member of the boards of directors of Italgas and Stogit.\n\n \n\nClaudio Granata was born in Rome in 1960. He holds the position of Director Stakeholder Relations & Services since October 1, 2024 and he has been appointed Chairman of the board of Eni Corporate University since November 2014. He started working in Eni in 1983 and from 1983 to 1994 worked as a labour market and social welfare expert with ASAP (the trade union association for Eni Companies). From 1994 to 1999 he continued his experience with Eni Corporate as an expert in industrial relations. In 2000 he was made responsible for Staff and Organisation within Eni Servizi Amministrativi, a company that was set up to centralise Eni’s administrative activities. In 2001, he took over the management of Eni’s territorial divisions, restructuring the management of staff by geographical area and in 2003 he took on the role of Business HR for Eni Corporate, ensuring support for departments in the management and development of Eni Corporate’s managerial resources during a period of profound change (2002-2004), which was characterised by the mergers of Snam and AgipPetroli and the restructuring of staff organisation. In the same year he was also appointed head of Human Resources and Organisation of SOFID (Eni’s financial services company). In 2006 he was appointed Human Resources Director of the E&P Division, where he oversaw the planning, management, development and compensation processes for human resources and organisation activities. He also collaborated with the top management in the reorganisation of macro processes for the division and promoted change management initiatives. He became a board member of Eni International Resources Ltd in 2006 and was Chairman of the board of Eni International Resources Ltd from 2012 to 2013. From 2012 to March 2015, he was a board member of Eni UK ltd. In 2013 he was appointed Executive Vice President Sustainable Development, Safety, Environment and Quality at E&P, responsible for overseeing safety, environment and quality processes to promote integration with operational processes and contribute to improvements in \"time to market\" and efficiency. He was appointed Chief Services & Stakeholder Relations Officer in Eni since July 1, 2014. Until May 2016, he was a member of the Board of Directors of the Eni Foundation. He was appointed Director Human Capital & Procurement since July 1, 2020.\n\n \n\n136\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nErika Mandraffino was born in Syracuse in 1972, mother of two. She was appointed Director External Communication of Eni on November 1, 2020. After graduating in European Business Administration in London, where she lived almost uninterruptedly from 1991 to 2005, she began her career as a corporate and financial communications consultant at Ludgate Communications where she worked from 1996 to 1999. Before joining Eni in 2006 as head of the financial and international press office, to then become head of Eni Group media relations in 2011, she worked as Director at the Brunswick Group in London, managing the international communication of European corporates (in Italy, Spain, Holland, Portugal) during crisis situations, mergers, acquisitions and IPOs. From 2000 to 2001 she worked as a communication consultant at Barabino & Partners in Rome. From October 2013 to February 2015 she was Saipem’s Senior Vice President of Institutional Relations and Communication, where she built the external relations department reporting directly to the CEO and managed the company’s communication in a period of crisis. In 2015 she was called back to Eni as Senior Vice President Media Relations and Corporate Publishing, a position held until April 2016 when she took on the role of Senior Vice President Media Relations and Social Networks. In 2018 she became Senior Vice President Global Media Relations and Crisis Communications. From July 1, 2020 she was Eni’s Director Media Relation reporting directly to the CEO until she assumed the current role. She has also been Chairman of Versalis S.p.A from May 2018 until January 2021.\n\nLapo Pistelli was born in Florence in 1964. He was appointed Director Public Affairs of Eni on July 1, 2020. Graduated with honors in 1988 in International Law at the Political Science faculty “Cesare Alfieri” at the University of Florence, he started working at a research center, while serving for two mandates in the local administration of Florence. He was member of the Italian Parliament from 1996 to 2015 (1996/2004 and 2008/2015), and also member of the European Parliament (2004/2008). He served as Deputy Minister of Foreign Affairs and International Cooperation of Italy from 2013 to 2015. He resigned from all his institutional and political roles in July 2015, when he entered Eni. He taught and lectured at the University of Florence, the Overseas Studies Program of Stanford University and many others international academic institutions. He regularly contributed to many European and American think tanks and research centers specialized in international relations. He is member of the board of the European Council on Foreign Relations (ECFR) and of the Istituto Affari Internazionali (IAI), and member of the WE – World of Energy editorial committee. He also collaborates with Limes and Aspenia magazines. He’s Chairman of OME (Observatoire Mediterranéen de l’Energie et du Climat).\n\nStefano Speroni was born in Milano in 1962. He was appointed Director Legal Affairs and Commercial Negotiations of Eni on July 1, 2020. He has accumulated vast experience in over 30 years of professional activity in the field of corporate affairs, mergers and acquisitions, private equity operations and capital markets. He has given professional support to Italian and International listed companies (in a wide range of sectors including aerospace and defence, oil & gas, telecommunications, transport and infrastructure) in strategic corporate affairs, in share trading, joint ventures and commercial agreements. From January 2016 to December 2018, he was a Managing Partner for Corporate M&A in Dentons’ Italian practice. He joined Eni in January 2019 and he was appointed Senior Executive Vice President of Legal Affairs. In 2012, he was one of the founders of the Grimaldi Legal Studio, after having previously been managing partner of Dewey Ballantine’s Rome practice which involved managing its Italian activities for around 10 years. He was also a partner in Studio Gianni, Origoni, Grippo Capelli & Partners (2001 – 2003), in the Simmons and Simmons Italian practice (1991 – 2001), and manager of the European Corporate Department and member of the World-wide Remuneration Committee. He is a member of the scientific committee and contributor to SDA Bocconi’s Private Equity Laboratory and was awarded “Best Lawyer of the Year” 2018 by the Best Lawyers international directory. He graduated in Law at Università degli Studi in Milan and is a registered member of the Italian Bar Association in Milan.\n\nRoberto Ulissi was born in Rome in 1962. Since 2006, he has been Head (now called Director) of Corporate Affairs and Governance, reporting directly to the Chief Executive Officer. He is a Board member and Vice Chairman of Banor SIM. He is a lawyer. After a number of years spent as a lawyer at the Bank of Italy, in 1998 he was appointed General Manager at the Ministry of the Economy and Finance head of the Banking and Financial System and Legal Affairs Department. He was a Board member of Telecom Italia (and Chairman of the Audit Committee), Ferrovie dello Stato, Alitalia, Fincantieri and a government representative on the Governing Council of the Bank of Italy. He was also a member of numerous Italian and European committees representing the Ministry of the Economy including, at a national level, the Commission for the Reform of Corporate Law (“Vietti” Commission) and, at EU level, the Financial Services Policy Group, the Banking Advisory Committee, the European Banking Committee, the European Securities Committee, and the Financial Services Committee. He was also special professor of Banking Law at the University of Cassino. He is “Grande Ufficiale della Repubblica Italiana”. Until December 2020, he was Eni’s Company Secretary (Board Secretary and Corporate Governance Counsel) and was a Board Member of Eni International BV. From 2018 to 2021 he was the Coordinator of the Corporate Governance Forum of Company Secretaries.\n\n137\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nFiorillo Lorenzo was born in Vibo Valentia in 1974. He is appointed as Director Technology, R&D & Digital of Eni since May 2024. After graduating in Chemical Engineering in Pisa in 1998, in January 1999 he joined Eni as a Production Optimization Technician at San Donato Milanese headquarters. Later on an initial experience in the field on reservoir studies and in the Italian operating districts, in 2004 he held the role of Technical Manager at Enimed company in Gela, subsequently increasing his responsibilities, both in Sicily and in Tunisia, until being appointed in January 2010 as President and CEO of Enimed. Between 2012 and 2018 he was in Congo holding the role of Directeur General of the Eni Congo company with the responsibility of managing Eni's business in the country, working on the development of long-term activities, in particular through the strategy of valorising gas reserves. Following his experience in Congo, he held a similar role in Nigeria in the Nigerian Agip Oil Company until July 2020, also assuming the Presidency of the OPTS (Oil Producers Trade Section). He subsequently held the position of Head of the Upstream West Africa Region and in April 2021 he took the responsibility for the entire Sub-Saharan Africa Region. Starting from June 2022 he is appointed Operations & Energy Efficiency Manager in the Natural Resources General Department, with responsibility for production, maintenance, drilling, logistics and decommissioning activities. Since 2023 he has been a member of the Confindustria Technical Group.\n\n[Compensation ](#TOC)\n\nThe information concerning compensation is provided in the Remuneration Report prepared in accordance to Italian listing standards, which is incorporated herein by reference. See the Exhibit 15. a (i).\n\nAs of December 31, 2025, the total amount accrued to the reserve for employee termination indemnities with respect to Chief Executive Officer, Chief Operating Officers, and other Managers with strategic responsibilities (with reference to the employed ones in service, who, during the course of the 2025 period, filled said roles, even if only for a fraction of the year), was €854 thousand.\n\nName\n\n \n\n \n\n \n\n(€ thousand)\n\n \n\nDescalzi Claudio \n\n \n\nCEO and General Manager of Eni\n\n \n\n445\n\n \n\nBrusco Guido\n\n \n\nChief Operating Officer Global Natural Resources\n\n \n\n6\n\n \n\nGattei Francesco\n\n \n\nChief Operating Officer Chief Transition & Financial Officer\n\n \n\n34\n\n \n\nSenior managers (a)\n\n \n\n \n\n \n\n369\n\n \n\n \n\n \n\n \n\n \n\n854\n\n \n\n(a) No. 8 managers.\n\n \n\n138\n\n[Table of Contents](#TOC_TableofContent)\n\n[Board practices](#TOC)7\n\nCorporate Governance\n\nThe Corporate Governance structure of Eni follows the Italian traditional management and control model, whereby corporate management is the responsibility of the Board of Directors, which is the core of the organizational system, while supervisory functions are allocated to the Board of Statutory Auditors. The Company’s accounts are independently audited by an accredited Audit Firm appointed by the Shareholders’ Meeting. On December 23, 2020 Eni adopted the Corporate Governance Code approved by the Italian Corporate Governance Committee on January 2020 (hereinafter “Code”), effective from January 1, 2021.\n\nThe names of Eni’s Directors, their positions, the year in which each of them was initially appointed as a Director and their ages are reported in the relevant table above.\n\nBoard of Directors’ duties and responsibilities\n\nThe Board of Directors has the fullest powers for the ordinary and extraordinary management of the Company in relation to its purpose. In a resolution dated May 11, 2023, the Board, while exclusively reserving to itself the most important strategic, operational and organizational powers, appointed Claudio Descalzi as CEO and General Manager, entrusting him with the fullest powers for the ordinary and extraordinary management of the Company, with the exception of those powers that cannot be delegated under current law and those retained by the Board.\n\nIn the same resolution, the Board of Directors resolved to confer to the Chairman a major role in internal controls and non- operational functions. In particular, with reference to Internal Audit, the Board of Directors resolved that, in accordance with the Corporate Governance Code in force at that time, the Head of the Internal Audit Department reports to the Board, and on its behalf, to the Chairman, without prejudice to its functional reporting to the Control and Risk Committee and the Chief Executive Officer, as the director in charge of the internal control and risk management system. The Chairman is also involved in the appointment of the primary Eni officers in charge of internal controls and risk management, as well as in approving internal rules governing the Internal Audit process. In addition, the Chairman carries out his statutory functions as legal representative, managing institutional relationships in Italy, together with the Chief Executive Officer.\n\nOn the same date (May 11, 2023), the Board of Directors appointed the Secretary of the Board of Directors and Board Counsel, who reports hierarchically and functionally to the Board and, on its behalf, to the Chairman. He provides assistance and independent (from the management) legal advice to the Board and the Directors.\n\nWith resolution dated May 11, 2023, as last amended by resolution of January 29, 2026, the Board of Directors updated the specific responsibilities reserved to itself, which are fully reported below. Accordingly, the Board, in addition to powers that may not be delegated by law and by By-laws, has the following exclusive powers:\n\n \n\n \n\n7 The information contained in this chapter is updated to December 31, 2025 and for specific aspects, expressly indicated, up to the date of approval of this Report.\n\n \n\n139\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nthe Board: \n\n•\n\nDefines the system and rules of corporate governance for the Company, evaluating and promoting, where necessary, the appropriate amendments, submitting the same, when appropriate, to the Shareholders' meeting. Defines the structure of the Group it leads. Approves the Report on corporate governance and ownership, with the support of the Control and Risk Committee with regard to the internal control and risk management system. Approves, having received the opinion of the Control and Risk Committee, the guidelines for the internal regulatory system and the policies on Ethics, Compliance & Governance. Having received the favourable opinion of the Control and Risk Committee, adopts rules ensuring the transparency and the substantive and procedural fairness of transactions with related parties and those in which a Director or a Statutory Auditor holds a personal interest or an interest on behalf of third parties, assessing on an annual basis whether any revision is needed. Upon proposal of the Chairman, in consultation with the CEO, it also adopts a procedure for the internal handling and the disclosure of Company documents and information, with particular reference to inside information.\n\n \n\n•\n\nDefines its operational rules and procedures, including the procedures for providing information to directors. Establishes setting out their duties and rules of procedures, the Board’s internal Committees, with preliminary, propositional and consultative functions, defines their composition appointing and revoking their members and Chairmen, favouring the competence and experience of their members and avoiding an excessive concentration of offices and determines upon proposal of the Remuneration Committee and following consultation with the Board of Statutory Auditors, their compensation. Acting upon proposal of the same committees, approves their annual budgets and establishes the terms and conditions on which committees can use external consultants.\n\n \n\n•\n\nUpon their appointment and on annual basis, as well as at the occurrence of relevant circumstances, based on the information provided by the interested party or available to the Company and following the preliminary investigation of the Nomination Committee, assesses the independence and integrity of its members, as well as the non-existence of reasons for ineligibility and incompatibility. Defines ex ante the quantitative and qualitative criteria for assessing the significance of commercial, financial or professional relations, as well as of any remuneration other than the fixed remuneration that may compromise or appear to compromise independence. Carries out the assessments vested in it by law in relation to the requirements applicable to Statutory Auditors. Acting upon a proposal of the Nomination Committee, it expresses its policy on the maximum number of director or statutory auditor positions that can be held by its members in any other listed company, whether Italian or foreign, or in financial, banking or insurance companies or in companies of significant size that are compatible with the effective performance of their role as director, taking into account the time commitment required by the role, and periodically verifies their compliance, at least on an annual basis. Every year carries out an assessment on the specific functioning of the Board itself and of its committees, as well as on their size and composition, using at least once every three years an external independent consultant, appointed upon proposal of the Nomination Committee, also considering the role it has played in defining strategies and monitoring management and the adequacy of the internal control and risk management system. The Chairman ensures, with the help of the Board Secretary, the adequacy and transparency of the self-assessment process of the administrative body, with the support of the Nomination Committee. The Nomination Committee upon request of the Board, provides assistance in the self- assessment activities of the Board and its Committees. Taking into account the outcomes of such assessment, with the support of the Nomination Committee, the Board defines the optimal composition of the Board itself and of its committees, issuing its advice for shareholders on the size and composition of the new Board before its appointment. With the assistance of the Nomination Committee, identifies candidates for the office of Director in case of co-optation and, where possible and appropriate, prepares and submits its own slate for the renewal of the body. Requires to whoever submits a slate with a number of candidates that is higher than half the number of members to be elected to provide adequate information, in the documentation presented for filing the slate, on the compliance of the slate with the advice expressed by the Board, and also with reference to diversity criteria envisaged by the law and by the Corporate Governance Code, and to indicate the candidate for the office of Chairman of the Board.\n\n \n\n•\n\nWhere applicable, appoints and revokes an independent director as “lead independent director”.\n\n \n\n•\n\n \n\nDelegates and revokes powers to/from the Chief Executive Officer and the Chairman, establishing the limits and methods for exercising these powers and, after examining the proposals of the Remuneration Committee and following consultation with the Board of Statutory Auditors, determining the remuneration connected with these duties. The Board may impart directives to the delegated bodies and itself undertake any operations falling within the delegated powers. Prepares, updates and implements, with the support of the Nomination Committee, a succession plan for the Chief Executive Officer identifying at least the procedures to be followed in the event of early termination of office. It also ascertains the existence of adequate procedures for the succession of top management.\n\n \n\n140\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n•\n\nTaking into account the obligations established by current legislation on the matter: (i) establishes the basic guidelines for the organizational, administrative and accounting structure, including the internal control and risk management system, of the Company, of subsidiaries with strategic importance and of the Group; (ii) it evaluates the adequacy of the organizational, administrative and accounting structure of the Company, of the subsidiaries with strategic importance and of the Group, with particular reference to the internal control and risk management system, put in place by the Chief Executive Officer.\n\n \n\n•\n\n \n\nWith the support of the Control and Risk Committee and following consultation with the Chairman in regard of the internal audit activities, establishes the general guidelines for the internal control and risk management system, in line with the Company's strategies. With reference to the multy-year Strategic Plan, defines the nature and level of risk compatible with the strategic objectives of the company, on the basis of an estimate of the probability and impact of the risks issued (and, if necessary, updated during the year) by the Integrated Risk Management function, including in its assessments all the risks that may be relevant in terms of sustainable success of the Company. Upon proposal of the Chief Executive Officer and in agreement with the Control and Risk Committee and the Board of Statutory, defines the principles concerning the coordination and information flows between the various subjects involved in the internal control and risk management system. Approves the guidelines on the internal audit activity, upon proposal of the Chairman, in agreement with the Chief Executive Officer and having consulted the Control and Risk Committee. Defines the guidelines for the management and control of financial risks, after having heard the opinion of the Control and Risk Committee, and defines the financial risk limits for the Company and its subsidiaries. With the support of the Control and Risk Committee (i) examines the main Company risks, identified by the Chief Executive Officer, taking into account the nature of the business of the Company and of its subsidiaries, as reported by the Chief Executive Officer to the Board at least once every three months and (ii) every six months, based on the reports prepared by the Officer in charge of preparing financial reports of Eni SpA, as well as the reports by the Control and Risk Committee, the Risk Report and, annually, also on the basis of the Report on compliance with financial risk limits and the Integrated Compliance Report, evaluates the adequacy of the internal control and risk management system with regard to the nature of the business and its risk profile, as well as its effectiveness. It also evaluates the adequacy of powers and means given to the Officer in charge of preparing financial reports, and the actual compliance with the administrative and accounting procedures prepared by said Officer; (iii) assesses on an annual basis the adequacy of the organizational structure of the internal control and risk management system with respect to the characteristics of the company and its risk profile as well as its effectiveness, except for amendments that could make a six-monthly revision necessary, taking this into account also for the purposes of the evaluation on the adequacy of the internal controls and risk management system under point ii). Approves the Management, Supervision and Control Model of the risks on Health, Safety and Environment, Security and Public Safety of the Company, and its substantial amendments.\n\n•\n\n \n\nAt least annually, approves the Audit Plan prepared by the Head of the Internal Audit Department, with the support of the Control and Risk Committee and following consultation with the Chairman, the Chief Executive Officer and the Board of Statutory Auditors. Evaluates, with the support of the Control and Risk Committee and following consultation with the Board of Statutory Auditors, the findings contained in the recommendation letter, if any, of the audit firm and in its additional report, together with any comments of the Board of Statutory Auditors, informing the Board of Directors on the results of the auditing.\n\n \n\n•\n\nDefines, upon proposal of the Chief Executive Officer, the strategic guidelines and objectives of the Company and of the Group, pursuing its sustainable success and monitoring its implementation. Examines and approves the multy-year Strategic Plan and the medium-long term plans of the Company and of the Group and related budgets, also on the basis of the analysis of the issues relevant to the generation of long-term value, periodically monitoring their implementation. Examines and approves the plan for the Company’s non-profit activities, after the assessment of the Sustainability and Scenarios Committee; it also approves operations not included in the non-profit plan whose cost exceeds € 1 million, provided that reports on operations not included in the plan and not subject to Board approval are periodically submitted to the Board, in accordance with paragraph below.\n\n \n\n141\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n•\n\nExamines and approves, with the support of the Board Committees to the extent applicable, the Annual Financial Report, which includes the draft of Eni Financial Statements, the Consolidated Financial Statements and the Sustainability Statement, the annual voluntary Sustainability Report and the half-year financial report. It also examines and approves any periodic information relating to quarterly financial reports and preliminary reports, the annual Report on Payments to Governments and any additional periodic statements or reports in accordance with applicable regulations.\n\n \n\n•\n\n \n\nReceives from Directors with delegated powers at the Board meetings, on at least a bi- monthly basis, reports on actions taken in exercising their delegated powers, as well as on Group activities and on atypical or unusual transactions that have not been submitted to the Board for examination and approval, as well as on the execution of transactions with related parties and those in which the Directors and Statutory Auditors hold an interest in accordance with the relevant internal procedures. It also receives prior information: (i) on the closure of significant industrial sites in the refining and chemical sector, when the closure does not follow the liquidation of a company and (ii) on exiting countries where the Company operates, when entry was authorized by the Board.\n\n \n\n•\n\nReceives periodic reports from the Chairman, on the implementation of Board resolutions. At each Board meeting, receives information from the Board’s internal Committees on the most relevant issues examined during their meetings and, on an annual basis, a report on their activities with the exception of the reports of the Control and Risk Committee, including the opinion on the adequacy of the internal control and risk management system, presented on the occasion of the approval of the Annual Financial Report and the Half-Year Financial Report. .\n\n \n\n•\n\n \n\nAssesses general trends in the operations of the Company and of the group on the basis of information received from Directors with delegated powers, paying particular attention to conflicts of interest and comparing, normally on a quarterly basis, results – as reported in the annual financial statements and interim financial reports – with budget forecasts.\n\n \n\n•\n\nExamines and approves, with the support of the competent board committees, transactions by the Company and by its subsidiaries with related parties as provided for in the relative procedure approved by the Board, as well as transactions in which the Chief Executive Officer holds an interest pursuant to art. 2391, first paragraph, of the Italian Civil Code, that fall under the responsibility of the Chief Executive Officer.\n\n \n\n•\n\nEvaluates and approves any transaction executed by the Company and by its subsidiaries (excluding the joint- control companies), that has a significant impact on the Company's strategy, performance or financial position.\n\n \n\nThe Board ensures compliance with the principles of good corporate governance and management of the subsidiaries, protecting their operational autonomy with specific regard to listed companies and companies for which law or regulations require it. It also ensures the confidentiality of transactions between said subsidiaries and Eni or third parties for the protection of the subsidiaries' interests. Without prejudice to any of the provisions mentioned below, transactions with a significant impact include the following:\n\n \n\na)  acquisitions and disposals of equity investments, companies or business units, property rights, leases active and passive of companies or business units, transfers of assets, mergers, demergers and liquidations of companies exceeding €200 million in the upstream oil&gas sector and €150 million in other business sectors, with the exception of intra-group transactions and without prejudice to the powers reserved to the Shareholders’ Meeting and to the Board of directors, under Civil Code and the Company’s By-laws;\n\n \n\nb)  acquisitions and disposals (also as part of “unification” agreements) of exploration mining rights exceeding €150 million and productive mining rights exceeding €200 million;\n\n \n\nc)  capital increases (i) of subsidiaries: for amounts exceeding €1 billion, (ii) of associate companies: for amounts exceeding €500 million, if proportionate to the interest held, and of any amount, if not proportional to the interest held;\n\n \n\nd)  investments in fixed assets exceeding €500 million in the upstream oil&gas sector, and €300 million in other sectors;\n\n \n\ne)  transactions that imply: (i) entry into new countries, with a significant operational presence or with initiatives that present a particular risk and/or (ii) significant entry into new business sectors;\n\n \n\nf)   real estate leases, purchase and sale of goods and contracts for the provision of work or services (other than those intended for investment and gas supplies), with the exclusion of contracts with and between subsidiaries, at a total price exceeding €1 billion or, if the total price exceeds €500 million, with a duration of more than 20 years, with the exception of crude oil purchase and sale contracts falling within the scope of ordinary oil trading activities;\n\n \n\n142\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\ng)  gas and LNG purchase and supply contracts, of at least 3 billion cubic meters per year and ten-year duration or changes to gas purchase and supply contracts involving increases in commitments of at least 3 billion cubic meters per year and increases in duration, inclusive of the residual duration of the contract, exceeding 10 years, with the exception of modifications made in execution of contractual clauses already included in the original agreement; \n\nh)  loans to subjects other than subsidiaries: (i) if in favour of associate companies: for an amount exceeding €300 million, if in proportion to interest held; and for an amount exceeding €10 million if not proportional to interest held; (ii) if in favour of non- associate companies: of any amount; (iii) changes in the loans referred to in points (i) and (ii), which determine a worsening in the approved contractual terms. \n\nThe following transactions do not require the approval of the Board:\n\na.   financial commitments assumed in a non-proportional amount to interest held (so-called \"carry agreement\") within contracts relating to the exploration and development phase of hydrocarbons, provided that the following conditions are jointly warranted: (i) the obligations are assumed in favour of the host state or an oil company directly or indirectly wholly-owned by the host state; (ii) the obligations are distributed in proportion to the interest held in the reference asset by subjects other than the State or the State oil company (referred to in point i) at the time the financial commitment is made; (iii) with relation only to carry agreements for the development phase, the risk of repayment of the loan is guaranteed by any future financial or production flows of the underlying mining investment. The carry agreements, or amendments thereof, stipulated after the conclusion of the above contracts, are subject to the approval of the Board if they determine a non-proportional increase in the exposure and for amounts exceeding €200 million;\n\nb.  the signing and application of default clauses contained in the contracts regulating the mining activity between partners of a joint venture; \n\ni)  issuing of unsecured and secured guarantees to entities other than subsidiaries: (i) for amounts exceeding €500 million, if in the interest of the Company or of Eni subsidiaries; (ii) for amounts exceeding €300 million, if in the interest of non-controlled associated companies; (iii) in any case, for amounts exceeding €10 million if the guarantee is not proportionate to the interest held in the obligations underlying the guarantee (with the exception of the case in which the non-proportionality is due to the presence of a carry agreement within the limits indicated in letter h) above or to the presence, in the share capital of subsidiaries included in the consolidation area of Eni S.p.A., of minority shareholders who act exclusively as financial investors); (iv) if in the interest of entities belonging to \"Temporary Business Groupings\" for participation in tenders for which Eni or its subsidiaries act as agents, for an amount exceeding €50 million, or for any amount if there is no provision for the issue of a counter-guarantee by the entities participating in the \"Temporary Business Grouping\"; (v) for any amount, if in the interest of third parties; (vi) for an indeterminate amount, in the interest of any person; (vii) changes to the guarantees referred to in the previous points, which determine a worsening in guarantees already issued; \n\nj)  waiver of rights with a value equal to the thresholds set out in the preceding letters for the acquisition or transfer of the same rights; \n\nk) Eni S.p.A. intermediation agreements, understood as contracts in which the Company, in relation to a specific business initiative, appoints an entity for the exclusive purpose of putting the Company in contact with third parties, promoting the interests of the Company with the aforementioned subjects and facilitating the stipulation/execution of contracts with them.\n\n143\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n•\n\nAppoints and revokes – acting upon proposal of the Chief Executive Officer in agreement with the Chairman and following consultation with the Nomination Committee – the Chief Operating Officers, defining the content and limits of their powers as well as the provisions for exercising them. In the case of appointment of the Chief Executive Officer as General Manager, the proposal is made by the Chairman. At the time of the appointment and periodically, the Board assesses compliance with the integrity requirements provided for by current legislation for General managers.\n\n \n\n•\n\nUpon proposal of the Chairman, appoints and revokes the Board Secretary and Board Counsel, which reports hierarchically and operationally to the Board and by means of it to the Chairman, and determines the remuneration, the charter and the annual budget.\n\n \n\n•\n\n \n\nAfter assessing his compliance with professional and integrity requirements, appoints and removes the Officer in charge of preparing financial reports – acting upon a proposal of the Chief Executive Officer and in agreement with the Chairman, following consultation with the Nomination Committee, and having received the favourable opinion of the Board of Statutory Auditors; also, following the opinion of the Control and Risk Committee, ensures that he has adequate powers and means to carry out his statutory duties and monitors compliance with the administrative and accounting procedures established by the abovementioned officer. The Board periodically assesses the possession of the integrity requirements provided for by current legislation for the Officer in charge of preparing financial reports.\n\n \n\n•\n\n \n\nActing upon proposal of the Chairman, in agreement with the Chief Executive Officer, with the support of the Control and Risk Committee, and following consultation with the Board of Statutory Auditors, it (i) appoints and removes the Head of Internal Audit Department, with the support of the Nomination Committee (ii) it approves the Internal Audit budget, ensuring that the Head of Internal Audit Department has adequate resources to carry out his duties: (iii) establishes his remuneration structure in accordance with the Company’s remuneration policies. The Head of Internal Audit Department reports hierarchically to the Board and, on its behalf, to the Chairman, without prejudice to its operational dependence on the Control and Risk Committee and on the Chief Executive Officer.\n\n \n\n•\n\n \n\nApproves the Company’s Code of Ethics and the General Part of Model 231 in the manner and within the terms established by the aforementioned documents. With the support of the Control and Risk Committee, determines also the attribution of supervisory functions and the composition criteria of the supervisory body pursuant to Legislative Decree 231/2001 and, on the proposal of the Chief Executive Officer, in agreement with the Chairman: (i) having heard the Nomination Committee and, for external members, also the opinion of the Board of Statutory Auditors, it appoints and removes the members of the Supervisory Body referred to in Legislative Decree no. 231 of 2001, determining its composition and (ii) having heard the Remuneration Committee, establishing the remuneration of its members. Upon proposal of the Supervisory Body, approves the related annual \"budget\".\n\n \n\n•\n\n \n\nEvaluates, with the support of the Control and Risk Committee, the adoption of measures to guarantee the effectiveness and impartiality of judgment of the Integrated Risk Management and Integrated Compliance functions and of any other functions involved in controls, verifying that they are equipped with adequate skills and resources.\n\n \n\n•\n\n \n\nPromotes, in the most appropriate way, dialogue with shareholders and other relevant stakeholders for the company. Upon the proposal of the Chairman, in agreement with the Chief Executive Officer, adopts and describes, in the corporate governance report, a policy for managing dialogue with the generality of shareholders. The Chairman ensures, within the terms established by said policy, that the Board receives, by the first useful meeting and in any case within the terms established by the policy, information on the development and significant contents of the dialogue taking place with all the shareholders.\n\n \n\n144\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n•\n\nDefines, with the assistance of the Remuneration Committee, the policy for the remuneration of directors, managers with strategic responsibilities and, without prejudice to the provisions of art. 2402 of the Italian civil code, of members of the control body; it approves, on the proposal of the same Committee, the Report on the remuneration policy and compensation paid to be presented to the Shareholders' Meeting called to approve the financial statements. Furthermore, in implementing the Remuneration Policy, approved in the Shareholders' Meeting, following a proposal from the Remuneration Committee: (i) defines, having heard the opinion of the Board of Statutory Auditors, the remuneration of Directors with delegated powers and those with particular offices; (ii) establishes the objectives, and verifies their final achievement, connected to the variable remuneration of Directors with delegated powers and the incentive plans; (iii) implements the remuneration plans based on shares or financial instruments approved by the Shareholders' Meeting; (iv) ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the policy, in light of the results achieved and other relevant circumstances for its implementation. Upon termination of office and/or of the relationship with the Chief Executive Officer or a Chief Operating Officer, based on the outcome of the internal processes leading to the attribution or recognition of any indemnity and/or other benefits, approves the press release to be disseminated to the market with the information required by the Corporate Governance Code and/or by any applicable regulations.\n\n•\n\n \n\nDecides – acting upon a proposal of the Chief Executive Officer – on the exercise of voting rights and, in consultation with the Nomination Committee, on the appointment of members of corporate bodies of the subsidiaries with strategic importance and Saipem S.p.A. In the case of listed companies, the Board must guarantee compliance with the provisions of the Corporate Governance Code that fall under the competence of the Shareholders' Meeting.\n\n•\n\n \n\nFormulates proposals to submit to the Shareholders' Meeting and, through the Chairman and the Chief Executive Officer, reports to the Shareholders' Meeting on the activities carried out and planned, working to ensure that shareholders receive adequate information about the elements they need to take the decisions pertaining to them, with knowledge of the facts.\n\n•\n\nExamines and decides on other issues that Directors with delegated powers believe should be presented to the Board due to their particular importance or sensitivity.\n\n \n\nIn accordance with art. 23.2 of the By-laws, the Board also decides upon: mergers and proportional spin-offs of companies in which the Company’s shareholding is at least 90%; the establishment and closing of secondary offices; and the amendment of the By-laws to comply with regulatory provisions. For the purposes of the above-mentioned resolution and the Corporate Governance Code, to which Eni S.p.A. adheres, \"subsidiaries with strategic importance\" means the following companies: Eni International BV, Eni Plenitude S.p.A. Società Benefit and Versalis S.p.A\n\n \n\nAccording to this resolution, the Chief Executive Officer is also in charge of establishing and maintaining the internal control and risk management system. The Board authorizes the Chief Executive Officer to modify investment transactions previously approved by the Board, in ways that do not involve a substantial reconfiguration of the underlying industrial project. The Board receives annual information on these modifications in the event of: (i) an increase in the whole life cost of more than 30% compared to the authorized amount and/or (ii) a reduction in profitability below the hurdle rate or of the adjusted WACC, for projects authorized on the basis of these parameters.\n\n \n\n145\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nDirectors’ independence \n\nOn the basis of statements made by the Directors and other information available to the Company, the Board of Directors after its appointment, in its meeting of May 11, 2023: \n\n- first, defined the criteria for assessing independence, pursuant to the Code, confirming the criteria already identified by the former Board of Directors, relating to the identification of additional remuneration and significance of relationships that could compromise independence;\n\n- and then assessed that the Chairman and Directors Baroncini, Belcredi, Dittmeier, Seganti, Sgubin and Vermeir meet the independence requirements provided for by law and by the Code. At the assessments carried out in February 2024, February 2025 and February 2026, the Board of Directors, after preliminary assessment by the Nomination Committee, confirmed the previous assessment of independence pursuant to law and to the Code of the Chairman of the Board of Directors Zafarana and Directors Baroncini, Belcredi, Dittmeier, Seganti, Sgubin and Vermeir. In addiction, at the assessment carried out in February 2026, based on provisions of Decree Law no. 95/2025, converted into Law no. 118/2025, and on the statement made by Director Ciciani, the Board of Directors, after preliminary assessment by the Nomination Committee, also assessed the independence pursuant to law of Director Ciciani.\n\nThe outcome of the assessments of independence of directors is disclosed to the market immediately after the appointment through a specific press release and, later, in the annual Corporate Governance Report, available on Eni website. \n\nThe relationships were evaluated on the basis of statements made by the Directors and other information available to the Company. \n\nThe Board of Statutory Auditors verified the proper application of criteria and procedures adopted by the Board of Directors in assessing the independence of its members.\n\nSuch independence criteria may be not equivalent to the independence criteria set forth in the NYSE listing standards applicable to a U.S. domestic company.\n\nOn May 11, 2023, the Board of Directors of Eni confirmed Raphael Louis L. Vermeir Lead Independent Director. Pursuant to Italian Corporate Governance Code, the Lead Independent Director collects and coordinates the requests and contributions of non-executive directors and, in particular, of independent ones and coordinates the meetings of the independent directors.\n\nBoard Committees \n\nThe Board of Directors has established four internal Committees to provide it with recommendations and advice: (a) the Control and Risk Committee; (b) the Remuneration Committee; (c) the Nomination Committee; and (d) the Sustainability and Scenarios Committee. Committees under letters (a), (b) and (c) are recommended by the Code. The composition, duties and operational procedures of these committees are governed by their own rules, which are approved by the Board, in compliance with the criteria outlined in the Code. \n\nThe Committees recommended by the Code are composed of no fewer than three members and, in any case, less than a majority of members of the Board. The composition is described in the following sections pertaining each Committee. \n\nAll Board Committees report to the Board of Directors, at least once every six months, on activities carried out. Starting from 2026, the reports will be issued annually accordingly with the new “Rules of the Board of Directors and its Committees”, adopted by the Board itself on January 29, 2026. In addition, the Chairmen of the Committees report to the Board at each meeting of the Board on the key issues examined by the Committees in their previous meetings. \n\nIn the exercise of their functions, the Committees have the right to access any information and Company functions necessary to perform their duties. They are also provided with adequate financial resources, in accordance with the terms established by the Board of Directors and can avail themselves of external advisers. \n\nThe Chairman of the Board of Statutory Auditors or a Statutory Auditor designated by her, participates in Control and Risk Committee. Members of the Board of Statutory Auditors may also attend other Committee’s meetings. Upon invitation of the Chairman of the Committee, the Chairman of the Board of Directors and/or the Chief Executive Officer may attend specific meetings8 as well as other Directors, after having heard the Chairman of the Board. Moreover, upon invitation of the Chairman of the Committee, and having informed the Chief Executive Officer, other members of the Company structure, for their own competence, may be invited to participate in the meeting on specific items of the agenda. \n\n \n\n \n\n8 Except for meetings of the Remuneration Committee examining proposals regarding their remuneration. Rules of the Remuneration Committee establish that “no Director and, in particular, no Director with delegated powers may take part in meetings of the Committee during which Board proposals regarding his or her remuneration are being discussed, unless such proposals regard all the members of the Committees established within the Board of Directors.”\n\n \n\n146\n\n[Table of Contents](#TOC_TableofContent)\n\nThe Board Secretary and Board Counsel coordinates the secretaries of the Board Committees, receiving for this purpose information on the calendar of the meetings and the items in the Committees’ agendas, the notices of the meetings, as well as their signed minutes. \n\nMinutes of all Committee meetings are usually drafted by their respective secretaries. The current members of the Control and Risk Committee, Remuneration Committee, Nomination Committee and Sustainability and Scenarios Committee were appointed by the Board of Directors on May 11, 2023.\n\nSet forth below is a detailed description of the Committees’ duties, as established by the regulations in force as of December 31, 2025, in relation to which the regulation adopted on January 29, 2026, introduced no substantive amendments.\n\nRemuneration Committee \n\nMembers: Massimo Belcredi (Chairman), Cristina Sgubin, Raphael Louis L. Vermeir. \n\nThe Remuneration Committee is made up of three non-executive Directors, all of whom independent. \n\nThe members of the Committee shall have expertise that is consistent with the duties they are required to perform, to be evaluated by the Board of Directors at the time of the appointment. \n\nIn particular, at their appointment, the Directors Belcredi and Vermeir have been identified by the Board as members \"with adequate knowledge and experience in financial matters or remuneration policies\", as recommended by the Corporate Governance Code. \n\nIn accordance with the By-laws and the Corporate Governance Code, the Committee assists the Board of Directors with preparatory, consultative and advisory functions on remuneration issues. More specifically, the Committee:\n\n \n\na)\n\nsubmits to the Board of Directors for its approval the “Report on remuneration policy and remuneration paid” and, in particular, the remuneration policy for members of corporate bodies, General Managers and managers with strategic responsibilities, without prejudice to provisions of Art. 2402 of Italian Civil Code, to be presented to the Shareholders’ Meeting called to approve the financial statements, as provided for by the applicable law;\n\n \n\nb)\n\npresents proposals and expresses opinions for the remuneration of the Chairman of the Board of Directors and the Chief Executive Officer, covering the various forms of compensation and benefits awarded;\n\n \n\nc)\n\npresents proposals and expresses opinions for the remuneration of the members of the Board’s internal  committees;\n\n \n\nd)\n\nexamines the CEO’s indications and presents proposals for:\n\n \n\n \n\ni.\n\ngeneral criteria for the remuneration of managers with strategic responsibilities;\n\n \n\n \n\nii.\n\nannual and long-term incentive plans, including equity-based plans;\n\n \n\n \n\niii.\n\nestablishing performance targets and assessing results for performance plans in connection with the determination of the variable portion of the remuneration for Directors with delegated powers and with the implementation of incentive plans;\n\n \n\ne)\n\nperiodically evaluates the adequacy, overall consistency and actual implementation of the adopted policy, as described in letter a) above and assesses, in particular, the actual achievement of the performance objectives, formulating proposals on the matter to the Board;\n\n \n\nf)\n\nperforms the tasks required under the Company’s procedures for handling related party transactions;\n\n \n\ng)\n\nexamines and monitors the results of engagement activities carried out in support of the Eni Remuneration Policy, within the terms set forth in the engagement policy approved by the Board.\n\n \n\n \n\n \n\n147\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nControl and Risk Committee \n\nMembers: Raphael Louis L. Vermeir (Chairman), Carolyn Adele Dittmeier, Federica Seganti and Cristina Sgubin. \n\nThe Control and Risk Committee supports the Board of Directors’ assessments and decisions relating to the Internal Control and Risk Management System (ICRMS) and the approval of periodical financial and non-financial reports. The Committee supports the Board with preparatory work, following which it formulates assessments and/or opinions to the Board. \n\nThe Control and Risk Committee comprises four non-executive independent directors.9\n\nIn particular, the Directors Vermeir, Dittmeier and Seganti have been identified by the Board as members \"with adequate knowledge and experience in accounting, finance or risk management\", required by the Code of Corporate Governance (Recommendation 35)10. The Chairman of the Committee was elected from the minority list presented by Italian and foreign institutional investors. \n\nThe Committee supports the Board of Directors with preparatory work, following which it formulates assessments and/or opinions, in particular with regard to: \n\na) the guidelines for the internal control and risk management system (ICRMS) consistently with the Company’s strategies, so that the main risks that affect the Company and its subsidiaries can be correctly identified and appropriately measured, managed and monitored, expressing in this regard the opinion required by internal regulations on the matter; it also supports the Board of Directors in determining the degree of compatibility of such risks with the management of the Company in a manner consistent with its stated strategic objectives and preliminary examining the main company risks, taking into account the characteristics of the activities carried out by the company or its subsidiaries. In the course of 2025, the Committee contributed to the design of the Eni Risk and Internal Control Holistic Framework Policy (Enrich), which integrates established practices to effectively identify, measure, manage and monitor key risks, driving the development of adaptive control systems for the specific contexts in which we operate with a view of better adapting to the Company’s ongoing transformation and supporting achievement of Company’s goals and strategy execution;\n\n  \n\nb) the definition, within the Strategic Plan, of the annual guidelines of the internal control and risk management system (\"Annual plan for the integrated management of strategic risks\"), proposed by the Chief Executive Officer, in line with the strategies of the company, as well as the annual assessment of the implementation of these guidelines, based on the Report prepared for this purpose by the Chief Executive Officer;\n\n  \n\nc) the evaluation performed at least every six months, of the adequacy of the internal control and risk management system, taking account of the characteristics of the Company and its risk profile, as well as its effectiveness. To this end, it reports to the Board of Directors, on the occasion of the approval of the annual and semi-annual financial reports, on its activities and on the adequacy of the ICRMS;\n\n  \n\nd) the fundamental guidelines of the Regulatory System, the regulatory instruments to be approved by the Board of Directors, their amendment or update, and, upon request by the CEO, on specific aspects in relation to the instruments implementing the fundamental guidelines, expressing in this regard the opinion required by internal regulations on the matter;\n\n  \n\ne) the guidelines for the management and control of financial risks, expressing in this regard the opinion required by internal regulations on the matter; \n\n \n\n \n\n9 In accordance with the rules of the Control and Risk Committee, the Committee is made up of three to four non-executive Directors, all of whom are independent. Alternatively, the Committee may be made up of non-executive Directors, the majority of whom shall be independent. In the latter case, the Chairman of the Committee shall be chosen from among the independent Directors. In any case, the number of members shall be fewer than the number representing a majority on the Board.\n\n10 The Governance system put in place by Eni establishes that the Committee as a whole possesses adequate expertise in the sector of activity in which the Company operates, as necessary to assess the related risks, and must in any case have adequate skills in relation to the tasks it is called upon to perform, as assessed by the Board of Directors upon the appointment; two members of the Committee if there are such members on the Board, or in any case at least one member of the Committee or in any case at least one member of the Committee must possess adequate experience in financial and accounting matters or in risk management, as assessed by the Board of Directors at the time of their appointment.\n\n \n\n148\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nf) the proposals concerning the appointment, the removal and, consistent with the Company’s policies, the structure of the fixed and variable compensation of the Internal Audit Director, as well as on the adequacy of the resources provided to the latter to perform his duties, expressing the opinion required by internal regulations on the matter; \n\ng) at least once a year, the Audit Plan prepared by the Internal Audit Director, expressing the opinion required by internal regulations on the subject (guidelines on Internal Audit activity - Internal Audit Charter); \n\nh) the assessment of opportunities to adopt measures to ensure the effectiveness and impartiality of judgment of the Integrated Risk Management and Integrated Compliance units and of any other functions involved in the controls identified by the Board of Directors, as well as the annual verification that they are equipped with adequate professionalism and resources; \n\ni) the choice relating to the attribution of supervisory functions pursuant to Legislative Decree no. 231/2001 and the composition criteria of the Watch structure pursuant to Legislative Decree no. 231/2001 which is reported in the Corporate Governance Report; \n\nj) the exam of reports on the ICRMS, also following periodic meetings with the relevant structures of the Company; \n\nk) investigations and examinations carried out by third parties regarding the internal control and risk management system; findings reported by the Audit Firm in any management letter it may issue and in the latter’s additional report which includes any opinions of the Board of Statutory Auditors. The additional report includes any opinions of the Board of Statutory Auditors;\n\nl) the illustration, in the annual Corporate Governance Report, of the main features of the internal control and risk management system, and how the different subjects involved therein are coordinated, providing an indication of benchmark models as well as national and international best practices, and an evaluation of the overall adequacy of the system itself; \n\nm) the adoption and amendment of the rules for the transparency and substantial and procedural correctness of transactions with related parties and those in which a Director or Statutory Auditor holds an interest, on his own or on behalf of third parties, expressing the opinion required by regulations, including internal ones, on the subject and carrying out the additional tasks assigned to it by the Board of Directors, also with reference to the examination and issue of an opinion on certain types of transactions, except for those relating to remuneration; \n\nn) the proposal of the Chief Executive Officer for the definition of the principles concerning the coordination and information flows between the various parties involved in the ICRMS. \n\nIn addition, the Committee, in assisting the Board of Directors: a) evaluates, together with the Officer in charge of preparing financial reports and after having consulted the Audit Firm and the Board of Statutory Auditors, the proper application of accounting standards and their consistency in preparing the consolidated financial statements, issuing an opinion prior to their approval by the Board of Directors; b) examines and evaluates Reports prepared by the Officer in charge of preparing financial reports through which it shall give its opinion to the Board of Directors on the appropriateness of the powers and resources assigned to the Officer himself and on the proper application of accounting and administrative procedures, enabling the Board to exercise its tasks of supervision required by law; c) assesses whether the periodic non-financial information is suitable to correctly represent the Company’s business model, its strategies, the impact of its business and the performance achieved, expressing an opinion to the Board in coordination with the Sustainability and Scenarios Committee; d) examines the content of the periodic non-financial information relevant to the ICRMS; e) expresses opinions to the Board of Directors on specific aspects relating to the identification of the main corporate risks; f) on request of the Board, it supports, with adequate preliminary activities, the Board of Directors’ assessments and resolutions on the management of risks arising from detrimental facts which the Board may have become aware of and g) monitors the independence, adequacy, efficiency and effectiveness of the Internal Audit Department and oversees its activities with respect to the duties of the Board of Directors and the Chairman of the Board on its behalf, in this area, ensuring that they are performed with the necessary independence and required level of objectivity, competence and professional diligence, in accordance with the Code of Ethics of Eni SpA and international standards, as well as with the terms provided by the guidelines on Internal Audit activities (Internal Audit Charter). \n\n149\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn particular, the Committee also: a) examines and evaluates, on the occasion of his/her appointment, whether the Internal Audit Director meets the integrity, professionalism, competence and experience requirements and, on an annual basis, assesses their fulfilment; b) examines the results of the audit activities performed by the Internal Audit Department and the periodic reports prepared by it containing adequate information on the activities carried out, on the manner in which risk management is conducted and on compliance with risk containment plans, as well as assessment of the appropriateness of the ICRMS . It also examines the reports promptly prepared by the Internal Audit Department on events of particular importance; c) examines the information received from the Internal Audit Department and promptly reports its assessment to the Board of Directors in the case of: (i) significant deficiencies in the system for preventing irregularities and fraudulent acts, and irregularities or fraudulent acts committed by management personnel or by employees who perform important roles in the design or operation of the ICRMS; and (ii) circumstances which may affect the maintenance of the independence of the Internal Audit Department and of auditing activities and d) may ask the Internal Audit Department to perform audits of specific operational areas, providing simultaneous notice to the Chairman of the Board of Directors, the CEO and the Chairman of the Board of Statutory Auditors, unless there are conflicts of interest. \n\nThe Committee also examines and assesses: a) communications and information received from the Board of Statutory Auditors and its members regarding the ICRMS, including those concerning the findings of enquiries conducted by the Internal Audit Department in connection with reports received (whistleblowing), including anonymous reports and b) half yearly reports issued by Eni’s Watch Structure, as well as the timely updates provided by the Structure, after the updates have been given to the Chairman of the Board and to the CEO, about any particular materiality or significant situation detected in the execution of its duty. \n\nFurthermore, in case of judicial inquiries and proceedings, carried out in Italy and/or abroad, involving the CEO and/or the Chairman of Eni SpA and/or a member of the Board of Directors and/or an Executive reporting directly to the CEO, even if no longer in office, in relation to crimes against the Public Administration and/or corporate crimes and/ or environmental crimes, related to their duties and their scope of responsibility, in which the Board of Directors determines that the CEO may have an interest, pursuant to Article 2391 of the Civil Code, in order to ensure the independence of judgment of the Legal Department of the Company, in the interest of the same, the Board provides the Legal Department with the necessary information on its activities, with the support of the Committee. In particular, the Board avails itself of the Committee in order to ascertain the legal classification of the facts under investigation and proceedings, to acquire all necessary information on said investigations and proceedings from the legal department, to verify their completeness and accuracy, to be informed of the performance of such investigations and proceedings and to receive guidance to be provided to the legal department. \n\nNomination Committee \n\nMembers: Carolyn Adele Dittmeier (Chairman), Elisa Baroncini and Massimo Belcredi.\n\nThe Nomination Committee is made up of three non-executive Directors, all of whom independent.\n\nIn accordance with the By-laws and the Corporate Governance Code, the Committee assists the Board of Directors with preparatory, consultative and advisory functions on appointment and succession plans issues. More specifically, the Committee:\n\n150\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\na)    assists the Board of Directors in formulating any criteria for the appointment of persons indicated in letter b) below, and of the members of the other boards and bodies of Eni’s associated companies;\n\nb)    provides evaluations to the Board of Directors on the appointment of executives and members of the boards and bodies of the Company and of its subsidiaries, proposed by the Chief Executive Officer and/or the Chairman of the Board of Directors, whose appointment falls under the Board’s responsibilities and oversees the associated succession plans. It supports the Board in the elaboration, update and implementation of the Chief Executive succession plan, by identifying, at least, the procedures to be followed in the event of an early termination of office;\n\nc)    upon a proposal of the Chief Executive Officer, examines and evaluates criteria governing the succession planning for the Company’s managers with strategic responsibilities;\n\nd)    assists the Board in the identification of candidates to serve as Directors in the event one or more positions need to be filled during the course of the year (Article 2386, first paragraph, of the Italian Civil Code), ensuring compliance with the requirements regarding the minimum number of independent Directors and the percentage reserved for the less represented gender, as well the representation of non-controlling interests;\n\ne)    proposes to the Board of Directors candidates for the position of Director to be submitted to the Shareholders’ Meeting of the Company, in the absence of proposals submitted by the shareholders, in the event it is not possible to draw the required number of Directors from the slates presented by shareholders;\n\nf)    with reference to the annual evaluation program on the performance of the Board of Directors and its Committees, in compliance with the Corporate Governance Code, it assists the Chairman of the Board of Directors in the activity attributed to it, of ensuring the adequacy and transparency of the self-assessment process of the Board; assists the Board in the preparatory work for the appointment of an external consultant and in the evaluation of the outcomes of the process. On the basis of the results of the self-assessment, the Committee supports the Board of Directors regarding the size and composition of the Board or its Committees, as well as, the skills and managerial and professional qualifications it feels should be represented within the same Board and Committees also in light of the industrial characteristics of the Company, taking into account the diversity criteria and the Board of Directors guidelines on the maximum number of positions a Director can hold in other companies, so that the Board itself can issue its guidelines to the shareholders prior to the appointment of the new Board;\n\ng)    assists the outgoing Board in the proposition of the slate of candidates for the position of Director to be submitted to the Shareholders’ Meeting if the Board decides to opt for the process envisaged in Article 17.3 (1) of the By-laws, ensuring the transparency of the process leading to the slate’s structure and proposition;\n\nh)    in compliance with the Corporate Governance Code, proposes to the Board of Directors guidelines regarding the maximum number of positions of Director or Statutory Auditor that a Company Director may hold and performs the preliminary activity for the associated periodic checks and evaluations for submission to the Board;\n\ni)    periodically verifies that the Directors satisfy the independence and integrity requirements, and ascertains the absence of circumstances that would render them incompatible or ineligible, at least on an annual basis and upon the occurrence of circumstances relevant to independence;\n\nj)    provides its opinion to the Board of Directors on any activities carried out by the Directors, which are in competition with the Company.\n\nThe preliminary examination of corporate affairs or governance issues is carried out jointly with the Director Corporate Affairs and Governance, who, in this case, participates in the Committee meetings.\n\n151\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nSustainability and Scenarios Committee \n\nMembers: Federica Seganti (Chairman), Elisa Baroncini and Roberto Ciciani.\n\nThe Sustainability and Scenarios Committee is made up of three non-executive Directors, a majority of whom are independent pursuant to Corporate Governance Code; all Directors are independent pursuant to law.\n\nThe Committee assists the Board of Directors with preparatory, consultative and advisory functions on scenarios and sustainability issues, i.e. the processes, projects and activities aimed at ensuring the Company’s commitment to sustainable development along the value chain, particularly with regard to: climate transition and technological innovation; access to energy, energy sustainability; environment and energy efficiency; local development, particularly economic diversification, health, well- being and safety of people and communities; respect and protection of rights, particularly of the human rights; integrity and transparency; diversity and inclusion. \n\nMore specifically, in its preparatory, consultative and advisory function towards the Board of Directors, the Committee: \n\na.       examines scenarios for the preparation of the Strategic Plan, giving its opinion to the Board of Directors;\n\n \n\nb.       examines and evaluates climate transition issues, i.e. decarbonisation at both operational and product portfolio level, technological innovation, green chemistry and circular economy, aimed at ensuring the creation of value over time for shareholders and all other stakeholders;\n\n \n\nc.       examines and evaluates other aspects of the sustainability policy, in accordance with the principles of sustainable development, as well as sustainability strategies and objectives;\n\n \n\nd.       monitors the Company’s position in terms of sustainability with regard to financial markets, particularly with regard to annual reporting on new sustainable finance tools, as well as the Company’s inclusion in the leading sustainability indexes;\n\n \n\ne.       examines and evaluates the sustainability report submitted annually to the Board of Directors;\n\n \n\nf.        monitors international sustainability projects as part of global governance processes and the Company’s participation in such projects, designed to strengthen the Company’s international leadership;\n\n \n\ng.       examines and assesses local sustainability initiatives, including in relation to individual projects, provided for in agreements with producer countries, submitted by the CEO for presentation to the Board;\n\n \n\nh.       examines how the local sustainability policy is implemented in business initiatives, on the basis of indications provided by the Board of Directors;\n\n \n\ni.        examines the Company’s non-profit strategy and its implementation, including in relation to individual projects, through the non-profit plan submitted each year to the Board, as well as non-profit initiatives submitted to the Board;\n\n \n\nj.        at the request of the Board, gives its opinion on other sustainability issues;\n\n \n\nk.       in agreement with the Chief Executive Officer, evaluates the opportunity of organizing open Committee meetings, possibly including other directors, with institutional stakeholders, to listen to their point of view with reference to the issues falling within the competence of the Committee; \n\n \n\nl.        coordinates with the Control and Risk Committee in assessing the suitability of periodic non-financial information, to correctly represent the business model, the strategies of the company, the impact of its activity and the performance achieved.\n\n \n\n152\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nBoard of Statutory Auditors\n\nName\n\n \n\nPosition\n\n \n\nYear first appointed to Board of Statutory Auditors\n\nRosalba Casiraghi\n\n \n\nChairman\n\n \n\n2017\n\nEnrico Maria Bignami\n\n \n\nAuditor\n\n \n\n2017\n\nMarcella Caradonna\n\n \n\nAuditor\n\n \n\n2021\n\nGiulio Palazzo\n\n \n\nAuditor\n\n \n\n2023\n\nAndrea Parolini(1)\n\n \n\nAuditor\n\n \n\n2023\n\nGiulia De Martino\n\n \n\nAlternate\n\n \n\n2023\n\nGiovanna Villa\n\n \n\nAlternate\n\n \n\n2023\n\n \n\n \n\n \n\n(1) Andrea Parolini was also Standing Auditor of Eni SpA from April 13, 2017 to May 13, 2020.\n\n \n\nThe current Eni’s Board of Statutory Auditors, composed of five standing members and two substitute members, was appointed by the shareholders on May 10, 2023 for three years, until the date of the Ordinary Shareholders’ Meeting convened for approval of financial statements for the year ending December 31, 2025. The Standing Statutory Auditors Marcella Caradonna, Giulio Palazzo, Andrea Parolini and the Alternate Auditor, Giulia De Martino were elected from the slate submitted by the Ministry of Economy and Finance (the “majority slate”); Rosalba Casiraghi, appointed Chairman of the Board of Statutory Auditors, the Standing Statutory Auditor, Enrico Maria Bignami and the Alternate Auditor, Giovanna Villa were elected from the slate presented by non-controlling shareholders (the “minority slate”). \n\nThe Auditors are appointed by means of a slate voting system: the minimum holding required to submit a slate for the election of the Statutory Auditors was equal (in 2023) to 0.5% of share capital. Two standing Statutory Auditors and one Alternate Auditor are selected from among the candidates of the non-controlling shareholders. The Chairman of the Board of Statutory Auditors is appointed by the Shareholders’ Meeting from among the Auditors chosen by the non-controlling shareholders.\n\nIn accordance with the provisions designed to ensure gender balance, two Statutory Auditors were drawn from the less represented gender.\n\nThe Auditors must satisfy the independence, professional and integrity requirements established by Italian regulations. Article 28 of the By-laws specifies that the professionalism requirements may be fulfilled by having at least three years’ experience in: (i) professional or teaching activities pertaining to commercial law, business economics and corporate finance, or (ii) experience in executive positions in the fields of engineering and geology. U.S. regulations for Audit Committees require that at least one member of the Board of Statutory Auditors be a financial expert and have adequate knowledge of the functions of the Audit Committee and experience in the analysis and application of generally accepted accounting standards, the preparation and auditing of Financial Statements and internal control processes. The Board of Statutory Auditors, acting as the Internal Control and Financial Auditing Committee pursuant to Legislative Decree no. 39/2010 (Consolidate Law on Statutory Audits of annual accounts and consolidated accounts), must satisfy the requirement imposed by Art. 19 of that law, providing that “the members of the internal control and financial auditing committee, as a body, are competent in the sector in which the company being audited operates”. In addition, the Corporate Governance Code Eni has adopted, also recommends that all members of the Board of Statutory Auditor possess the independence requirements envisaged for Directors. Compliance with those criteria is verified by the Board of Statutory Auditors itself.\n\nPursuant to the Consolidated Law on Financial Intermediation, the Board of Statutory Auditors monitors: (i) compliance with the law and the Company’s By-laws; (ii) observance of the principles of sound administration; (iii) the appropriateness of the Company’s organizational structure for matters within the scope of the Board’s Authority, the adequacy of the internal control system and the administrative and accounting system and the reliability of the latter in accurately representing the Company’s transactions; (iv) the procedures for implementing the Corporate Governance rules provided for in the Corporate Governance Code, which the Company has adopted; and (v) the adequacy of the instructions imparted by the Company to its subsidiaries, in order to guarantee full compliance with legal reporting requirements.\n\n153\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn addition, pursuant to Article 19 of Legislative Decree No. 39/2010, in its role as the “internal control and financial auditing committee” the Board of Statutory Auditors: a) informs the Board of Directors of the conclusion of the statutory audit and the outcome of the sustainability reporting certification activity and transmits to the Board the “additional report” of the audit firm adding proper evaluation if deemed necessary; b) oversees the financial reporting process and the corporate sustainability reporting as well as presents recommendations to ensure its integrity; c) controls the effectiveness of internal quality control system and Risk Management, the effectiveness of internal audit, with reference to the financial reporting process and to the corporate sustainability reporting, without violating its independence; d) oversees the statutory audit of annual accounts and consolidated accounts and the sustainability reporting certification activity, also considering results of quality control of the audit activity performed by the public authority responsible for regulating the Italian financial markets; e) verifies and monitors the independence of the audit Firm and of the Firm that carries out the certification activity of sustainability reporting with particular reference to non-audit services; f) is responsible of the procedure to select the audit Firm, making a recommendation to the Shareholders’ Meeting for the appointment of the audit Firm.\n\nThe responsibilities assigned under the Legislative Decree No. 39/2010 to the “internal control and financial auditing committee”, with reference to the statutory auditing, are consistent and substantively in line with the duties already assigned to the Board of Statutory Auditors of Eni, with specific consideration of its role as Audit Committee pursuant to the “Sarbanes-Oxley Act” (discussed in greater detail below).In accordance with law, the Board of Statutory Auditors presents the results of its supervisory activity in a report to the Shareholders Meeting. This report is made available in its entirety to the public within the time limits applicable to the Financial Statements. \n\nOn March 22, 2005, the Board of Directors, electing the exemption granted by the SEC applicable to foreign issuers listed on the regulated U.S. markets, designated the Board of Statutory Auditors as the body that, as of June 1, 2005, would perform, to the extent permitted under Italian regulations, the functions attributed to the Audit Committee of foreign issuers by the Sarbanes-Oxley Act and SEC rules. On June 15, 2005, the Board of Statutory Auditors approved the internal rules, later updated, concerning its performance of the duties assigned to it under that U.S. legislation, the text of which is available on Eni’s website. The key functions performed by the Board of Statutory Auditors acting as an audit committee as provided for by the SEC include:\n\n●\n\nevaluating the offers submitted by external Auditors for their engagement and providing a reasoned recommendation to the Shareholders’ Meeting concerning the engagement or removal of the external Auditor;\n\n●\n\noverseeing the work of the external Auditor engaged to audit the accounts or perform other audit, review or certification services;\n\n●\n\nexamining the periodical reports from the external auditor relating to: a) all critical accounting policies and practices to be used; b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor; and c) other material written communication between the external auditor and management;\n\n●\n\nmaking recommendations to the Board of Directors on the resolution of disagreements between management and the auditor regarding financial reporting.\n\nIn addition the Board of statutory auditor:\n\n●\n\napproves the procedures for: a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;\n\n●\n\nexamines reports from the CEO and the Head of Eni’s Accounting and Financial Statements concerning: i) any significant deficiency in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and any material weakness in internal controls; and ii) any fraud that involves management or other employees who have a significant role in the Company’s internal controls.\n\n \n\n154\n\n[Table of Contents](#TOC_TableofContent)\n\nThe Board of Statutory Auditors, in the performance of its duties, is supported by the Company’s departments, in particular the Internal Audit Department and the Administrative and Financial Statement Department. \n\n231 Supervisory Body and Model 231 \n\n \n\nIn accordance with the Italian regulations concerning the “administrative liability of legal entities deriving from criminal offences”, contained in Legislative Decree No. 231 of June 8, 2001 (henceforth, “Legislative Decree No. 231/2001”), legal entities, including corporations, may be held liable – and consequently fined or subject to prohibitions – in relation to certain crimes attempted or committed in Italy or abroad in the interest or for the benefit of the Company by individuals in high-ranking positions and/or persons managed or supervised by an individual in a high ranking position. The companies may, in any case, adopt organizational, management and control models designed to prevent these crimes. With respect to this issue, Eni Board of Directors – in its Meetings of December 15, 2003 and January 28, 2004 – approved an organizational, management and control model pursuant to Legislative Decree No. 231 of 2001 (Model 231) and created the 231 Supervisory Body. Moreover, as a result of changes in the Italian legislation governing the matter and in the Company’s organizational structure, on March 14, 2008, the Board of Directors updated Model 231 and adopted Eni’s Code of Ethics – replacing the previous version of the Eni Code of Conduct of 1998 – which represents a clear definition of the value system that Eni recognizes, accepts and upholds and the responsibilities that Eni assumes internally and externally in order to ensure that all business activities are conducted in compliance with laws, in a context of fair competition, with honesty, integrity, correctness and in good faith, respecting the legitimate interests of all stakeholders with which Eni interacts on an ongoing basis. These include shareholders, employees, suppliers, customers, commercial and financial partners, and the local communities and institutions of the countries where Eni operates. Since its first adoption, Model 231 has been updated very frequently, in most cases in response to new provisions of law coming into force as well as to organizational changes in the company’s structure. Most recently, the Board of Directors, in its meeting of June 26, 2025 approved the updating of General Part of Model 231. \n\nItalian Legislative decree no. 231/2001 has established companies’ liability for crimes committed by their managers and employees in performing their job tasks, because allegedly committed on behalf of a company. Companies are not liable in case they prove that they have adopted effective internal control systems designed to prevent wrongdoing by their managers and employees. The rule covers several types of offences, including offences against the public administration, corruption, environmental crimes, human rights violations, money laundering, data privacy violation and cybersecurity crimes, misleading financial statements, organized crimes, and crimes related to terrorism and insurgency.\n\nFurthermore, the Board of Directors, in its meeting of March 18, 2020, approved the new version of Eni’s Code of Ethics; the new Code sets out the fundamental principles of Eni’s Model 231 which is one of the pillars of Eni “regulatory system” and inspires it. \n\nAt present, the 231 Supervisory Body is composed of three external members, one of which with the role of Chairman as well as by the Chairman of the Board of Statutory Auditors and the Director of Internal Audit, as internal members. External members are independent professionals, experts in law and/or economic matters. \n\nAudit Firm \n\nThe auditing of the Company’s accounts is entrusted, in accordance with the law, to an independent Audit Firm appointed by the Shareholders’ Meeting on the basis of a reasoned recommendation of the Board of Statutory Auditors. \n\nIn addition to the obligations set forth in national auditing regulations, Eni’s listing on the New York Stock Exchange requires that the Audit Firm issues a report on the Annual Report on Form 20-F, in compliance with the auditing principles generally accepted in the United States. Moreover, the Audit Firm is required to issue an opinion on the efficacy of the internal control system applied to financial reporting. The financial statements of Eni’s subsidiaries generally are subject to auditing by Eni’s Audit Firm. Acting on the Board of Statutory Auditors’ reasoned proposal, the Shareholders’ Meeting of May 10, 2018 approved the engagement of PricewaterhouseCoopers SpA to perform the external statutory audit of the accounts of the Company and the audit of the internal control system over financial reporting, pursuant to U.S. law, for the period 2019 – 2027. \n\nCourt of Auditors (Corte dei Conti) \n\nThe financial management of Eni is subject to the control of the Italian Court of Auditors in order to preserve the integrity of the public finances. This task has been carried out by the Magistrate of the Court of Auditors, Giovanni Coppola, on the basis of the resolution approved in November 7-8, 2023, by the Presidential Council of the Court of Auditors.\n\nThe Magistrate of the Court of Auditors attends the meetings of the Board of Directors and of the Board of Statutory Auditors.\n\n \n\n[Employees](#TOC)\n\n \n\nAs of December 31, 2025, Eni had a total of 32,349 employees, with a decrease of 143 employees (-0.4% compared to December 31, 2024), which mainly reflects a decrease of 94 employees working in Italy and 49 employees working abroad.\n\n \n\n155\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe overall 2025 headcount remains substantially aligned with the end 2024 figures mainly due to divestments activities outside Italy following the portfolio optimizations, partly offset by a slightly positive balance between hirings and terminations.\n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n \n\n(number)\n\n \n\n \n\nExploration & Production\n\n9,141\n\n \n\n9,188\n\n \n\n9,840\n\nGlobal Gas & LNG Portfolio and Power\n\n1,077\n\n \n\n1,151\n\n \n\n1,130\n\nEnilive and Plenitude\n\n6,064\n\n \n\n5,899\n\n \n\n5,759\n\nRefining and Chemicals\n\n10,117\n\n \n\n10,060\n\n \n\n10,449\n\nCorporate and Other activities\n\n5,950\n\n \n\n6,194\n\n \n\n5,964\n\n \n\n32,349\n\n \n\n32,492\n\n \n\n33,142\n\n \n\nThe table below sets forth Eni’s employees’ distribution as of December 31, 2023, 2024 and 2025 in Italy and outside Italy:\n\n  \n\n \n\n \n\n2025\n\n \n\n2024\n\n \n\n2023\n\n \n\n \n\n \n\n \n\n(number)\n\n \n\n \n\nExploration & Production\n\nItaly\n\n4,040\n\n \n\n4,017\n\n \n\n3,913\n\n \n\nOutside Italy\n\n5,101\n\n \n\n5,171\n\n \n\n5,927\n\n \n\n \n\n9,141\n\n \n\n9,188\n\n \n\n9,840\n\nGlobal Gas & LNG Portfolio and Power\n\nItaly\n\n741\n\n \n\n765\n\n \n\n740\n\n \n\nOutside Italy\n\n336\n\n \n\n386\n\n \n\n390\n\n \n\n \n\n1,077\n\n \n\n1,151\n\n \n\n1,130\n\nEnilive and Plenitude\n\nItaly\n\n3,937\n\n \n\n3,827\n\n \n\n3,656\n\n \n\nOutside Italy\n\n2,127\n\n \n\n2,072\n\n \n\n2,103\n\n \n\n \n\n6,064\n\n \n\n5,899\n\n \n\n5,759\n\nRefining and Chemicals\n\nItaly\n\n7,617\n\n \n\n7,559\n\n \n\n7,702\n\n \n\nOutside Italy\n\n2,500\n\n \n\n2,501\n\n \n\n2,747\n\n \n\n \n\n10,117\n\n \n\n10,060\n\n \n\n10,449\n\nCorporate and other activities\n\nItaly\n\n5,671\n\n \n\n5,932\n\n \n\n5,738\n\n \n\nOutside Italy\n\n279\n\n \n\n262\n\n \n\n226\n\n \n\n \n\n5,950\n\n \n\n6,194\n\n \n\n5,964\n\nTotal\n\nItaly\n\n22,006\n\n \n\n22,100\n\n \n\n21,749\n\n \n\nOutside Italy\n\n10,343\n\n \n\n10,392\n\n \n\n11,393\n\n \n\n \n\n32,349\n\n \n\n32,492\n\n \n\n33,142\n\nof which senior managers\n\n \n\n896\n\n \n\n945\n\n \n\n960\n\n \n\nWe seek to maintain constructive relationship with labor unions.\n\n \n\n[Share ownership](#TOC) \n\nAs of February 25, 2026, the cumulative number of shares owned by Eni’s Directors, Statutory Auditors and Senior Managers was 1,674,249 less than 0.1% of Eni’s share capital outstanding as of the same date. Eni issues only ordinary shares, each bearing the right to one-vote; therefore shares held by those persons have no different voting rights. The breakdown of share ownership for each of those persons is provided below.\n\n \n\nName\n\nPosition\n\nNumber of shares owned\n\n \n\nBoard of Directors\n\n \n\n \n\n \n\nClaudio Descalzi\n\nCEO\n\n647,621\n\n \n\nSenior Managers (a)\n\n \n\n1,026,628\n\n(1)\n\n \n\n(a) Members of the Management Committee at  December 31, 2025.\n\n(1) No. 16,823 shares owned by spouses not legally separated and by underage children.\n\n \n\nEmployees’ involvement in the capital of the Company In 2024, based on a Shareholders’ resolution of May 15, 2024, Eni has adopted an Employee Stock Ownership Plan 2024-2026, which has been initially implemented for employees in Italy and is expected to be gradually extended to foreign subsidiaries, with the aim of strengthening employees’ retention to the Company and their participation in the growth of corporate value, in line with the interests of the shareholders.\n\n \n\nUnder the Plan granting two annual award (in 2024 and 2025) of free for no consideration with an annual individual monetary value of €2,000, with a three-year lock-up period, a total of 3,289,345 and 3,102,700 shares were issued respectively in November 27, 2025 and November 27, 2024. In 2026, a co-investment model will be implemented whereby, upon the employee's purchase of shares, free shares will be granted equal to 50% of the shares purchased, up to a maximum value of €1,000.\n\n \n\nAt the grant date (November 27, 2024), a total of 3,102,700 shares were issued.\n\n \n\n156\n\n[Table of Contents](#TOC_TableofContent)\n\n[Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](#TOC)\n\nMajor Shareholders\n\nThe Ministry of Economy and Finance controls Eni as a result of the shares directly owned and those indirectly owned through Cassa Depositi e Prestiti SpA (CDP), in which the Ministry of Economy and Finance holds a 82.77% stake.\n\nAs of March 11, 2026, the total amount of Eni’s voting securities owned, either directly or indirectly, by persons that have notified that their holding exceeds the threshold of 3%11 pursuant to Article 120 of the Legislative Decree No. 58/1998 and to the Consob Regulation No. 11971/1999 and, in any case, by controlling shareholders, was:\n\nTitle of class\n\n \n\nNumber of shares owned\n\n \n\nPercent of class\n\nMinistry of Economy and Finance\n\n \n\n65,586,402\n\n \n\n2,166\n\nCassa Depositi e Prestiti SpA\n\n \n\n936,179,478\n\n \n\n30,918\n\nRomano Minozzi12\n\n \n\n97,351,116\n\n \n\n3,215\n\nBlackRock, Inc.13\n\n \n\n150,878,955\n\n \n\n4,983\n\n \n\nAs of March 11, 2026, the percentage of Eni’s treasury shares was equal to 2.87% of the share capital14.\n\n \n\nIn relation to the Italian legislation governing the special powers of the Italian State see “Item 10 – Additional information – Limitations on changes in control of the Company (Special Powers of the Italian State)”.\n\n \n\nAs of March 11, 2026, there were 25,216,014 ADRs outstanding, each representing two Eni ordinary shares, corresponding to approximately 1.7% of Eni’s share capital. See “Item 9 – The offer and the listing”.\n\n \n\nRelated parties transactions\n\n \n\nIn the ordinary course of its business, Eni enters into transactions concerning the exchange of goods, provision of services and financing with associates, joint ventures, joint operations or other affiliates, as well as other companies owned or controlled by the Italian Government. All such transactions are conducted in the interest of Eni Group companies15.\n\nAmounts and types of trade and financial transactions with related parties and their impact on consolidated earnings and cash flow, and on the Group’s assets and financial condition are reported in “Item 18 – Note 36 to the Consolidated Financial Statements”.\n\n \n\n \n\n11 Major holdings pursuant to Article 120 of the Legislative Decree No. 58/1998 are updated also on the basis of communication made by intermediaries pursuant to Article 83-novies of the Legislative Decree No. 58/1998 in order to exercise the corporate rights.\n\n12 It refers to the notification pursuant to Article 120 of the Legislative Decree No. 58/1998 made by Mr. Minozzi on May 7, 2025. The percentage in the table has been updated in consideration of the change in Eni shares representative of the share capital due to the cancellation of no. 118,782,928 treasury shares executed on March 4, 2026 in accordance to the resolution of the Shareholders’ Meeting of May 14, 2025.\n\n13 It refers to the notification pursuant to Article 120 of the Legislative Decree No. 58/1998 made by Blackrock, Inc. on March 11, 2026. On December 22, 2025, BlackRock, Inc. notified to the Company and Consob, pursuant to Article 119, paragraphs 1 and 2 of the Consob Regulation No. 11971/1999 regarding holdings of financial instruments and aggregate holdings, the following holdings through 17 controlled management companies: holding of voting shares: 4.798%; potential holding: 0.159%; other long positions with cash settlement: 0.046%.\n\n14 Eni's Board of Directors approved the start of the buy-back program for 2025 in execution of the authorization granted by the Shareholders Meeting held on May 14, 2025. Purchases started on May 20, 2025 and terminated on February 18, 2026. Following the purchases made until the termination of the buy-back program for the year 2025, considering the treasury shares already held and the free of charge shares granted to Eni’s employees (as provided by the “Long-Term Incentive Plan 2020-2022” approved by Shareholders’ Meeting of May 13, 2020, and by the “Employee Stock Ownership Plan” approved by Eni’s Shareholders’ Meeting of 15 May 2024), Eni held n. 205,610,942 shares equal to 6.53% of the share capital. Following the cancellation of no. 118,782,928 treasury shares made on the basis of the authorization granted by the Shareholders’ Meeting held on May 14, 2025 and executed on March 4, 2026, Eni holds no. 86,828,014 treasury shares.\n\n15 For more details on internal rules on related parties transactions, please refer to Item 10, paragraph “Interests in Company’s transactions”.\n\n \n\n157\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n[Item 8. FINANCIAL INFORMATION](#TOC)\n\n \n\n[Consolidated Statements and other financial information](#TOC)\n\nSee “Item 18 – Financial Statements”. \n\nLegal proceedings \n\nEni is a party in a number of civil actions and administrative arbitral and other judicial proceedings arising in the ordinary course of business. Based on information available to date, and taking into account existing risk provisions and that in some instances it is not possible to make a reliable estimate of any contingency losses, Eni believes that these legal proceedings will likely not have a material adverse effect on the Group Consolidated Financial Statements.\n\nA description of the most significant proceedings currently pending is provided in “Item 18 – Note 28 to the Consolidated Financial Statements”. Generally, and unless otherwise indicated, these legal proceedings have not been provisioned because Eni believes that an unfavorable outcome is unlikely or because the amount of the provision cannot be estimated reliably.\n\nDividends and remuneration policy \n\nManagement is committed to delivering on a progressive and competitive shareholder remuneration policy, that is reflective of the expected improvement in underlying earnings and cash flows on a constant scenario basis and of the increased resiliency of the business to cyclical fluctuations. In setting the level of shareholders’ remuneration, management is also considering its assumptions about future trends in crude oil prices and in other market variables.\n\nAs part of that framework, management is planning to return shareholders an amount of cash representing a portion in a range of 35 to 45% of the expected cash flow from operations before working capital requirements “adjusted cash flow”. That portion is higher than the previous range of 35-40% to take into account a perceived solid financial structure of the Company, lower expected expenditures than in the past and a growing contribution of dividends from equity-accounted entities to the cash flow. In 2025, management gauged this adjusted cash flow measure at around €12.5 billion and cash returns to shareholders came in close to the upper limit of that range as we returned €5 billion of cash to shareholders comprising the 2025 dividend of €1.05 per share (equal to €3.15 billion, with the third and fourth instalments to be distributed in the first half 2026) and the 2025 buy-back program of €1.8 billion, which was completed in February 2026.\n\nGoing forward, distributions will continue contemplating a combination of dividends and share repurchases. We expect to gradually increase the dividend in future years in line with the expected improvement in the Group underlying financial performance, and to enhance the dividend resilience to the scenario. Share repurchases will complement the dividend and are intended as a flexible tool to distribute raising amount of cash generated by the business in case of upside in the scenario variables, a better than budgeted company’s performance or other factors. For the full year 2026, we expect to distribute shareholders an amount equal to 40% of the adjusted cash flow which will be earned by the Company under the assumption of 70 $/bbl of Brent crude oil (nominal terms) through dividends and share repurchases.\n\nAccording to our financial framework, in case the Group results of operations are trending higher than management’s plans due to a better pricing environment than management expectations (i.e. a Brent crude oil price higher than 70 $/bbl) and/or an improved business underlying performance, management intends to distribute up to 60% of the incremental cash flows through share repurchases (in line with the past), until management’s expected Brent crude oil price for the full year reaches 90 $/bbl on average. In case management’s forecast of the Brent crude oil price exceeds 90 $/bbl for 2026 full year, the Company intends to distribute shareholders 100% of the incremental adjusted cash flow at a Brent price higher than 90 $/bbl and/or other scenario variables 50% above planned levels (namely spot natural gas prices and refining margins) as extraordinary dividend.\n\nIn case the commodity scenario underperforms management’s expectations, the Company plans to leverage on its financial flexibility as well as on possible revisions of the capital expenditure plans considering the proportion of uncommitted projects in our development portfolio, to preserve shareholders’ returns.\n\nFor 2026, having assessed the progress of the Company in executing its strategy, based on a sound financial position and management scenario assumptions, management is planning to increase the yearly dividend to €1.10 per share, up 4.8% from 2025. This dividend is expected to be paid in four equal quarterly instalments in September 2026, November 2026, March 2027, and May 2027. Therefore, the expected cash out for dividend payments in 2026 will include two instalments of the 2025 dividend of €0.26 per share each, and two instalments of the planned 2026 dividend of €0.27 per share each.\n\nConsistently with its remuneration policy, for 2026 Eni plans to execute a share buyback program of at least €1.5 billion assuming a Brent scenario of 70 $/bbl and that the Company delivers its planned adjusted cash flow for the year. Execution of this buyback program is subject to shareholders’ approval at the Annual General Meeting scheduled for May 2026. In case of a better oil price environment and/or better business underlying performance, the buyback is expected to be increased to an upper limit of €4 billion.\n\n[Significant changes](#TOC)\n\nSee “Item 5 – Recent developments and Management’s expectations of operations” for a discussion of significant subsequent business developments and transactions occurred after the closing date up to the latest practicable date.\n\n \n\n158\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n[Item 9. THE OFFER AND THE LISTING](#TOC)\n\n \n\n[Offer and listing details](#TOC)\n\nThe principal trading market for the ordinary shares of the Company (the “Shares”) is the Euronext Milan (“EXM”). EXM, which is the principal trading market for shares in Italy, is a regulated market organized and managed by Borsa Italiana SpA (“Borsa Italiana”).\n\nEni’s American Depositary Receipts (“ADRs, and each an “ADR”), each representing two Shares, are listed on the New York Stock Exchange, under the trading symbol “E”. Since June 27, 2017, Citibank N.A. (the “Depositary”) acts as the company’s depositary bank issuing ADRs pursuant to a deposit agreement (the “Deposit Agreement”) entered into among Eni, the Depositary, some beneficial owners (the “Beneficial Owners”) and registered holders from time to time of the ADRs issued hereunder.\n\nAs of March 4, 2026, there were 25,216,014 ADRs outstanding, representing 50,432,028 ordinary shares or approximately 1.67% of all Eni’s share capital, held by 110 holders of record (including the Depository Trust Company) in the United States, all of which are U.S. residents. Since a number of ADRs are held by nominees, the number of holders may not be representative of the number of Beneficial Owners in the United States or elsewhere.\n\nIn Italy, the Shares are included in the FTSE MIB Index (the “FTSE MIB”), the primary benchmark index for the Italian Stock Exchange. Capturing approximately 80% of the domestic market capitalization, the FTSE MIB measures the performance of 40 highly liquid, leading companies across leading industries listed on EXM and the Euronext MIV Milan (“MIV”) and seeks to replicate the broad sector weights of the Italian Stock Exchange. The FTSE MIB is market cap-weighted after adjusting constituents for free float.\n\nA two-day rolling cash settlement applies to all trades of equity securities on Borsa Italiana.\n\nBorsa Italiana reports daily market data and news for each listed security, including volume traded and high and low prices.  For the purposes of the automatic control of the regularity of trading, the regulations of Borsa Italiana define certain price variation limits (established in the “Guide to the Parameters” for trading on the regulated markets organized and managed by Borsa Italiana and available on its website). Where the price of a contract that is being concluded exceeds one of those limits, trading in that security will be automatically suspended and a reservation phase begun.\n\n159\n\n[Table of Contents](#TOC_TableofContent)  \n\n[Markets](#TOC)\n\nConsob is the public authority responsible for regulating and supervising the Italian financial markets to, inter alia, ensure the transparency and regularity of the dealings and protect the investing public. Borsa Italiana, which is part of Euronext, following the acquisition effective April 29, 2021, is a joint stock company authorized by Consob to operate, among the others, regulated markets in Italy. It is responsible for the organization and management of the Italian Stock Exchange. One of the fundamental characteristics of the financial market organization in Italy is the separation of the supervisory tasks (to be performed by Consob and the Bank of Italy) from the tasks relating to market management (to be performed by Borsa Italiana). The main responsibilities of Borsa Italiana are the admission, exclusion and suspension of financial instruments and intermediaries to and from trading as well as the surveillance of the markets.\n\nAccording to Consob regulations, Borsa Italiana has issued rules governing the organization and management of the Italian Regulated Markets it is responsible for. Such regulated markets are, by way of example, EXM (shares, convertible bonds, pre-emptive rights, warrants), ETFplus (Exchange Traded Funds, Exchange Traded Commodities, Exchange Traded Notes, Structured ETFs and Actively managed ETFs), IDEM (futures and options contracts whose underlying assets are financial instruments, interest rates, foreign currencies, goods or related indexes), MOT (bond market) and MIV (market for investment vehicles), as well as the admission to listing on and trading on these markets.\n\nAccording to the regulatory framework introduced by: (i) Markets in Financial Instruments Directive No. 2014/65/EU as amended from time to time (“MiFID II”) and as implemented in Italy, (ii) Regulation (EU) No. 600/2014 (“MiFIR”), applicable from January 3, 2018 as amended from time to time, as well as (iii) Consob regulations, orders can be routed not only to Regulated Markets but also to either Multilateral Trading Facilities (MTFs) or Systematic Internalisers. A MTF is a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments — in the system and in accordance with non-discretionary rules — in a way that results in a contract. A Systematic Internaliser is an investment firm which, on an organized, frequent, systematic and substantial basis, deals on own account when executing client orders outside a Regulated Market, an MTF or an Organized Trading Facility (“OTF”) without operating a multilateral system. Following the transposition in Italy of MiFID II and the application of MiFIR, OTFs are now included among the “trading venues” that are subject to regulation.\n\nAn OTF is a multilateral system which is not a Regulated Market or an MTF and in which multiple third-party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact in the system in a way that results in a contract.\n\nAccording to Italian Legislative Decree No. 58 of February 24, 1998, as amended from time to time (“Decree No. 58”, the Consolidated Law on Financial Intermediation), the provision of investment services and activities to the public on a professional basis is, inter alia, reserved to investment firms, EU investment companies, Italian banks, EU banks and companies of non-EU countries authorized to operate in Italy (“Authorized Persons”). The Bank of Italy and Consob shall exercise supervisory powers over authorized persons. They shall each supervise the observance of regulatory and legislative provisions according to their respective responsibilities. In particular, in connection with the pursuance of the safeguarding of faith in the financial system, the protection of investors, the stability and correct operation of the financial system, the competitiveness of the financial system and the observance of financial provisions, the Bank of Italy shall be responsible for risk containment, asset stability and the sound and prudent management of intermediaries whilst Consob shall be responsible for the transparency and correctness of conduct. Besides, for the purposes of the application of certain provisions of MiFIR, the Bank of Italy and Consob are the Italian competent authorities. In particular, Consob, as far as the protection of the investors is concerned, is competent for the orderly functioning and soundness of the financial markets or of the commodity markets whereas the Bank of Italy is competent for the stability of the whole (or part of) the financial system.\n\nThe Bank of Italy and Consob also regulate the functioning of the clearing and settlement service for transactions involving financial instruments as well as the performance of central securities depository services, in line with the European framework — in particular, Regulation (EU) No. 648/2012 as amended by Regulation EU n. 2019/834, as amended from time to time, (“EMIR REFIT”) and the Regulation (EU) No. 909/2014, as amended from time to time, (“Central Securities Depositories Regulation”). The regulations and measures of general application adopted by Consob and the Bank of Italy are respectively available on the website of Consob or Bank of Italy.\n\nThe regulations adopted by Borsa Italiana are available on its website.\n\n160\n\n[Table of Contents](#TOC_TableofContent)\n\n[Item 10. ADDITIONAL INFORMATION](#TOC)\n\n[Memorandum and Articles of Association](#TOC)\n\nCompany register\n\n“Eni SpA” is the company resulting from the privatization of Ente Nazionale Idrocarburi, a public agency, established by Law No. 136 of February 10, 1953, and it is registered in the Rome Companies Register, with identification number (and tax number) 00484960588, and VAT number 00905811006. The Company’s registered office is in Rome, Italy, and the Company has two offices in San Donato Milanese (Milan).\n\nThe full text of Eni’s By-laws is attached as an exhibit to this Annual Report (“Exhibit 1”).\n\nCompany objects and purpose\n\nIn accordance with Article 4 of Eni’s By-laws, the Company’s purpose includes the direct and/or indirect exercise, through equity holdings in companies or other entities of: activities in the field of hydrocarbons and natural gases, in compliance with the terms of concessions provided for by law; activities in the field of chemicals, nuclear fuels, geothermal energy, renewable energy sources and energy in general, including the sale of electricity, in the design and construction of industrial plants, in the mining industry, in the metallurgy industry, in the textile machinery industry, in the water sector, including water diversion, potabilization, purification, distribution and reuse; in the environmental protection sector and in the treatment and disposal of waste, as well as any other economic activity that is instrumental, ancillary or complementary to the aforementioned activities. The Company performs and manages the technical and financial coordination of subsidiaries and associated companies and provides financial assistance to them. Moreover, the Company may acquire equity holdings and interests in other companies or enterprises with corporate purposes that are similar, related or complementary to its own or those of companies in which it has equity holdings, either in Italy or abroad, and it may provide secured and/or unsecured guarantees for its own and others’ obligations, including, in particular, sureties.\n\nDirectors’ issues\n\nEni’s Board of Directors is invested with the fullest powers for the ordinary and extraordinary management of the Company and, in particular, the Board has the power to perform all acts it deems advisable for the implementation and achievement of the corporate purpose, with the sole exception of acts that the law or Eni’s By-laws reserve to the Shareholders’ Meeting. If the Shareholders’ Meeting has not appointed a Chairman of the Board, the Board shall elect one from among its members.\n\nThe Board of Directors appoints a Chief Executive Officer and delegates to him all necessary powers for the management 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 on matters regarding major strategic, operational and organizational decisions. According to Eni’s By-laws, the Board of Directors may delegate powers to the Chairman to identify and promote integrated projects and international agreements of strategic importance.\n\nThe Board of Directors may at any time revoke the powers delegated, proceeding, in the case of revocation of the powers delegated to the Chief Executive Officer, to appoint another Chief Executive Officer at the same time.\n\nThe Board of Directors, acting upon a proposal of the Chairman and in agreement with the Chief Executive Officer, may confer powers for individual acts or categories of acts on other members of the Board of Directors.\n\nIn accordance with Eni’s By-laws, for a Board meeting to be valid, a majority of serving Directors must be present. Resolutions shall be approved by a majority of the votes of the Directors present; in the event of a tie, the person who chairs the meeting shall have a casting vote.\n\nFor further information on Directors’ duties and responsibilities and, in particular, the role of the Chairman see “Item 6 — Board of Directors’ duties and responsibilities”.\n\n \n\n161\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nInterests in Company’s transactions\n\nAs provided by the Italian Civil Code, when a Director retains a personal interest or an interest on behalf of third parties in Company transactions, he shall disclose it to the Board of Directors and to the Board of Statutory Auditors, specifying the nature, terms, origin and extent of such interest. Based on this provision and in compliance with the Consob (“Commissione Nazionale per le Società e la Borsa” is the public authority responsible for regulating the Italian financial markets) regulation on transactions with related parties (the “Consob Regulation”), the Board of Directors — on November 18, 2010 — unanimously approved the internal rules on “Transactions involving interests of Directors and Statutory Auditors and transactions with related parties”, which has been in effect from January 1, 201115 to ensure the transparency and substantial and procedural fairness of transactions with related parties and with parties that are of interest to Eni’s Directors and Statutory Auditors, carried out by Eni itself or its subsidiaries. These rules, lastly approved by the Board of Directors on November 16, 202316 - mainly in order to adapt them to the principles of the new Eni Regulatory System (assuming the format of a Policy) and to take into account the application experience and from a risk-based perspective - received the preliminary favorable opinion, expressed unanimously, of the Control and Risk Committee, composed entirely of independent Directors as per the requirements set out in the Corporate Governance Code, which Eni has adopted, and in accordance with the Consob Regulation. The Policy sets out monitoring and evaluation requirements for the preliminary phase and for carrying out a transaction with a party in which a Director or Statutory Auditor has an interest. In this regard, both in the preliminary and deliberation phase, a thorough, documented examination of the reasons for the transaction, highlighting the Company’s interest in carrying it out and the soundness and fairness of the underlying terms, is required. Directors involved in matters subject to Board resolution normally shall not participate in the relevant discussion and decision and shall leave the room during these procedures. If the person involved is the Chief Executive Officer and the transaction falls under his duties, he shall in any case abstain from taking part in the transaction and shall entrust the matter to the Board of Directors (as provided by Article 2391 of the Italian Civil Code). In any case, if the transaction is under the responsibility of the Board of Directors of Eni, a non-binding opinion from the Control and Risk Committee is required.\n\nMoreover, to ensure compliance with the procedures envisaged by the above mentioned Policy, Directors and Statutory Auditors issue a periodically declaration, upon their appointment and every six months (normally in January and in July provided that at least 3 months have passed since the appointment) and/or when there is any change, in which they state their potential interests related to Eni and its subsidiaries. In any case the Directors and the Statutory Auditors report in good time the single transactions that Eni intends to carry out in which they have an interest. Directors report the interest to the Chief Executive officer (or the Chairman, in the case of interests of the Chief Executive Officer), who will in turn notify the other Directors and the Board of Statutory Auditors. Statutory Auditors report the interest to the other Statutory Auditors and the Chairman of the Eni SpA Board of Directors.\n\nCompensation\n\nDirectors’ compensation shall be determined by the Shareholders’ Meeting, as required by Italian law, while the compensation of Directors with delegated powers in accordance with the By-laws (such as the Board Chairman and the CEO), or that participate in Board Committees, shall be determined by the Board of Directors, upon the proposal of the Remuneration Committee, after examining the opinion of the Board of Statutory Auditors (for more details about the compensation policy in 2025, see the Remuneration Report 2025 incorporated herein by reference as section 2 of the Report on the 2025 Remuneration Policy and remuneration paid 2024).\n\nBorrowing powers\n\nThe power to borrow is included in the Company purpose. Moreover, in accordance with Article 11 of the By-laws, the Company may issue bonds, including convertibles bonds and warrants, in compliance with the law.\n\nRetirement and shareholdings\n\nThere are no provisions in the By-laws relating to either retirement based on age-limit requirements and the number of shares required for a Director to qualify.\n\n \n\n \n\n15 These internal rules replaced the previous regulation issued by the Board of Directors on the matter on February 12, 2009. The provisions regarding information to be provided to the public, under both the Consob Regulation and the internal rules, have been applied since December 1, 2010.\n\n16 The rules have been updated, with reference to the implementation procedures, on March 2025.\n\n \n\n162\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nCompany’s shares\n\nIn accordance with Article 5 of the By-laws, the Company’s share capital amounts to €4,005,358,876.00, fully paid, and is represented by 3,027,982,186 17 ordinary registered shares without indication of par value as of March 4, 2026. As required by the Italian law on the dematerialization of financial instruments, Eni’s shares (the “Shares”) must be held with “Monte Titoli SpA” (the Italian Central Securities Depository) and their beneficial owners may exercise their rights through special deposit accounts opened with intermediaries, such as banks, brokers and securities dealers. Shares are indivisible and each share is entitled to one vote. Shareholders are allowed to vote at ordinary and extraordinary Shareholders’ Meeting, including by proxy or by mail or, if envisaged in the notice calling the Meeting, by electronic means. Moreover, in accordance with Article 9 of the By-laws, the Shareholders’ Meeting may resolve to increase the Company share capital by issuing shares, including shares of different classes, to be granted for no consideration to Eni employees, pursuant to Article 2349 of the Italian Civil Code. This power has not been exercised.\n\nIn 1995, Eni established a sponsored American Depositary Receipts program directed at U.S. investors. Each Eni ADR is equal to two Eni ordinary shares; Eni ADRs are listed on the NYSE.\n\nDividend rights\n\nShareholders have the right to participate in profits and any other rights as provided by the law and subject to any applicable legal limitations. Specifically, the ordinary Shareholders’ Meeting called to approve the annual Financial Statements may allocate the net income resulting after allotment to the legal reserve to the payment of a final dividend per share. In addition, during the course of the financial year, the Board of Directors may distribute, as allowed by the By-laws, interim dividends to the shareholders. Entitlement to dividends not collected within five years of the day on which they become payable shall lapse in favor of the Company and such dividends shall be allocated to reserves.\n\nVoting rights\n\nThe general provisions on share “voting rights” are described at the paragraph “Shareholders’ Meeting” below. In relation to the appointment of the Board of Directors (Eni’s Board is not a “staggered board”) and the Board of Statutory Auditors (see “Item 6”), Eni’s By-laws provide for a slate voting system. In particular, pursuant to Article 17 of the By-laws and in accordance with applicable law, slates may be presented by shareholders, either severally or jointly, representing at least 1% of the share capital, or any other threshold established by Consob in its regulation (lastly, on January 27, 2026, Consob confirmed a threshold of 0.5% for Eni, given its market capitalization). Each shareholder may, severally or jointly, submit and vote for a single slate only. There are no provisions in Eni’s By-laws relating to: rights to share in Company profits; redemption provisions; sinking fund provisions; liability to further capital calls by the Company.\n\nLiquidation rights\n\nIn the event the Company is wound up, the Shareholders’ Meeting shall decide the manner of its liquidation and appoint one or more liquidators, establishing their powers and remuneration. In accordance with Italian law, shareholders would be entitled to the distribution of the remaining liquidated assets of the Company in proportion to their shareholdings, only after payment of all the Company’s liabilities and satisfaction of all other creditors.\n\nChange in shareholders’ rights\n\nA shareholders’ resolution is required to make changes in shareholders’ rights. Italian law gives shareholders the right to withdraw in the event of an amendment of the provisions of the By-laws relating to, among other matters, voting and dividend rights, approved by resolution of the Shareholders’ Meeting with the attendance and decision making quorum established by law for extraordinary meetings.\n\nShareholders’ Meeting\n\nThe Shareholders’ Meeting resolves on the issues set forth by applicable law and Eni’s By-laws, in “ordinary” or “extraordinary” form. The ordinary and the extraordinary Shareholders’ Meetings are normally held after a single call, with the majorities required by law in this case. The Board of Directors may, if deemed necessary, establish that both the ordinary and the extraordinary Shareholders’ Meetings shall be held after more than one call; their resolutions at first, second or third call must be passed with the majorities required by law in each case. Shareholders’ Meetings shall normally be held at the Company’s registered office, unless otherwise decided by the Board of Directors, provided however they are held in Italy.\n\n \n\n \n\n17 The Shareholders’ Meeting, held on May 14, 2025, resolved to authorise the Board of Directors with the option of delegation to the Chief Executive Officer and sub-delegation by the same, to cancel up to a maximum of 315,000,000 treasury shares, purchased on the basis of the authorisation of the Shareholders' Meeting, held on the same day, without any impact on the Company’s share capital. The cancellation of 118,782,928 treasury shares made on the basis of the above mentioned authorisation was executed on March 4, 2026.\n\n \n\n163\n\n[Table of Contents](#TOC_TableofContent)\n\nThe Shareholders’ Meeting shall be called by way of a notice published on the Company website, as well as in accordance with the procedures specified in Consob regulations, by the statutory deadlines and in accordance with applicable law. The notice calling the meeting, the content of which is defined by the law and Eni’s By-laws, contains all the information for attending and voting at the meeting, including information on proxy voting and voting by mail (the information is also available on the Company’s website) and, if envisaged, it may include instructions for participating in the Shareholders’ Meeting by means of telecommunication systems, as well as exercising the right to vote by electronic means. The Board of Directors shall make a report on each of the items on the agenda available to the public at the Company’s registered office, on the Company’s website and by other means envisaged by Consob regulations by the same date of the publication of the notice calling the Shareholders’ Meeting for each of the items on the agenda. Specific legal provisions may require other terms of publication of the Board of Directors report (i.e. in case of extraordinary transactions). An ordinary Shareholders’ Meeting shall be called at least once a year, within 180 days of the end of the Company’s financial year (on December 31), to approve the financial statements, since the Company is required to draw up Consolidated Financial Statements.\n\nThe right to attend and cast a vote at the Shareholders’ Meeting shall be certified by a statement submitted by an authorized intermediary on the basis of its accounting records to the Company on behalf of the person entitled to vote. The statement shall be issued by the intermediary on the basis of the balances on the accounts recorded at the end of the seventh trading day prior to the date of the Shareholders’ Meeting. Credit and debit records entered on the authorized intermediaries’ accounts after this deadline shall not be considered for the purpose of determining entitlement to exercise voting rights at the Shareholders’ Meeting. The statement, issued by the authorized intermediary, must reach the Company by the end of the third trading day prior to the date of the Shareholders’ Meeting, or by any other deadline established by Consob regulations issued in agreement with the Bank of Italy. Shareholders shall nevertheless be entitled to attend the Meeting and cast a vote if the statements are received by the Company after the deadlines indicated above, provided they are received before the start of proceedings of the given call. For the purposes of these provisions, reference is made to the date of first call, provided that the dates of any subsequent calls are indicated in the notice calling the Meeting; otherwise, the date of each call is deemed the reference date.\n\nThose persons who are entitled to vote may appoint a party to represent themselves at the Shareholders’ Meeting by means of a written proxy or in electronic form in the manner set forth by current law. Electronic notification of the proxy may be made through a special section of the Company website as indicated in the notice calling the Meeting. In order to simplify proxy voting by shareholders who are employees of the Company or of its subsidiaries and belong to shareholders’ associations that meet applicable statutory requirements, locations for communications and collection of proxies shall be made available in accordance with the terms and conditions agreed from time to time with the legal representatives of said associations.\n\nThe right to vote may also be exercised by mail in accordance with the applicable laws and regulations. If provided for in the notice calling the meeting, those persons entitled to vote may participate in the Shareholders’ Meeting by means of telecommunication systems and exercise their right to vote by electronic means in accordance with the provisions of the law, applicable regulations and the Shareholders’ Meeting Rules.\n\nThe Company may designate a person for each Shareholders’ Meeting to whom the shareholders may confer a proxy with voting instructions on all or some of the items on the agenda, as provided for by applicable laws and regulations, by the end of the second trading day preceding the date set for the Shareholders’ Meeting including for calls subsequent to the first. Such proxy shall not be valid for items in respect of which no voting instructions have been provided.\n\nThe Chairman of the meeting shall verify the validity of proxies and, in general, entitlement to participate in the Meeting.\n\nThe Shareholders’ Meetings are governed by the Shareholders’ Meeting Rules as approved by resolution of the ordinary Shareholders’ Meeting on December 4, 1998, in order to guarantee an efficient conduct of meetings and the right of each shareholder to express his or her opinion on the items on the agenda. The Shareholders' Meetings held on May 11, 2022 has approved an update of such Rules.\n\nDuring Shareholders’ Meetings, the Board of Directors provides broad disclosure on items examined and shareholders can request information on issues in the agenda. Information is provided taking into account applicable rules on inside information.\n\n \n\n164\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIn accordance with Article 3, paragraph 14-sexies of Decree Law No. 202 of December 27, 2024 , ratified with amendments by Law No. 15 of February 21, 2025, which extended the effectiveness of the measures contained in the Article 106, paragraph 4, second sentence, of Decree Law No. 18 of March 17, 2020, ratified with amendments by Law No. 27 of April 24, 2020 also to the Shareholders’ Meeting to be held by December 31, 2025, the participation in the Shareholders’ Meeting of May 14, 2025 was permitted solely through the Shareholders’ representative designated by the Company pursuant to Article 135-undecies of Consolidated Law on Financial Intermediation. Decree Law No. 200 of December 31, 2025, ratified with amendments by Law No. 26 of February 27, 2026, extended the effectiveness of the above-mentioned measures also to the Shareholders’ Meeting to be held by September 30, 2026.\n\n Stock ownership limitation and voting rights restrictions\n\nWithout prejudice to any specific regulations regarding international sanctions, there are no limitations imposed by Italian law or by Eni’s By-laws on the rights of non-residents in Italy or foreign persons to hold shares or vote other than the limitations described below (which are equally applicable to both residents and non-residents of Italy). In accordance with Article 6 of the By-laws, and in application of the special rules pursuant to Article 318 of Decree Law No. 332 of May 31, 1994, ratified with amendments by Law No. 474 of July 30, 1994 (Law No. 474/1994), no shareholder may hold, in any capacity, directly or indirectly, more than 3% of the Company’s share capital. Any voting rights and any other non-financial rights attached to shares held in excess of the maximum limit indicated above may not be exercised and the voting rights of each shareholder to whom such limit applies shall be reduced in proportion, unless otherwise jointly specified in advance by the parties involved.\n\nPursuant to Article 32 of the By-laws and the above mentioned provision of law, shareholdings owned by the Ministry of the Economy and Finance, public entities or organizations controlled by them are exempt from this ban. Finally, this special rule provides that the clause regarding shareholding limits will lose effect if the limit is exceeded as a result of a take-over bid, provided that, as a result of the takeover, the bidder will own a shareholding of at least 75% of the share capital with the right to vote on resolutions concerning the appointment or dismissal of Directors.\n\nLimitation on changes in control of the Company (Special Powers of the Italian State)\n\nDecree Law No. 21 of March 15, 2012 (so called “Golden Power Decree”), ratified with amendments by Law No. 56 of May 11, 2012 (Law No. 56/2012), modified Italian legislation governing the special powers of the Italian State to comply with European rules.\n\nThe special powers apply, among others, to company assets in the energy sector, as defined by the regulations which implement the relevant law.\n\nThe special powers include: a) veto power (or the power of imposing conditions or requirements) over certain transactions or resolutions involving strategic assets (identified by Decrees of the President of the Council of Ministers no. 179 and 180 of 2020) or companies that hold such assets and which give rise to an extra-ordinary situation, not regulated by national and European sector regulations including sector-specific regulation regarding the prudential assessments of acquisitions of qualifying holdings in the financial sector and merger control, of a threat of a serious prejudice to public interests relating to the safety and operation of networks and facilities and the continuity of supplies and b) power of attaching conditions or opposing the acquisition by an entity of shareholdings that determine the control of a company that holds, directly or indirectly, strategic assets and the acquisition, by an entity outside of the EU, of shareholdings in such company equal to at least 10% and the total value of the investment exceeds one million euros, or the acquisitions result in the 15%, 20%, 25%, 50% thresholds being exceeded, if the purchase entails a threat of a serious prejudice to the essential interests of the State or a danger to public security or public order, including the national economic and financial security to the extent that the protection of the essential interests of the State is not adequately guaranteed by the existence of sector-specific regulation.\n\nCompanies that hold strategic assets or carry out activities of strategic importance, or entities that intend to acquire certain shareholdings in such companies, are required to notify the Prime Minister’s Office with a full disclosure of the resolution, act or transaction, or of the acquisition of the shareholdings. The notification obligation extends also to the incorporation of companies that carry out activities of strategic importance or hold strategic assets if one or more shareholders, external to the EU, hold a share of voting rights or capital equal to at least 10%.\n\n \n\n \n\n18 This provision has been modified by the Decree Law No. 21 of March 15, 2012, ratified with amendments by Law No. 56 of May 11, 2012. For more details see the paragraph “Limitation on changes in control of the Company (Special Powers of the Italian State)” below.\n\n \n\n165\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nWith particular reference to the power referred to in letter b), until the notification and thereafter, up to the expiration of the term for the possible exercise of such power, the voting rights and any other non-financial right related to the significant shareholding may not be exercised.\n\nIn the case of non-fulfillment of imposed conditions, throughout the relevant period, the voting rights and any other non- financial right related to the significant shareholding may not be exercised. The resolutions adopted with the decisive vote of such shareholding, or otherwise the resolutions or acts adopted in breach or default of the imposed conditions are void. In addition, unless the fact constitutes a crime, failure to comply with imposed conditions entails for the purchaser a fine.\n\nIn case of opposition, the buyer may not exercise the voting rights and any other non-financial right related to the significant shareholding, which must be sold within a year. In case of non-compliance, at the request of the Government, the Court will order the sale of the significant shareholding. Shareholders’ Meeting resolutions adopted with the decisive vote of such participation shall be void.\n\nThe legislation provides for a general rule that the acquisition, for any reason, by an entity outside of the EU of stock in a company that holds strategic assets will be allowed on condition of reciprocity, in compliance with international agreements signed by Italy or the EU.\n\nThese powers are exercised exclusively on the basis of objective and non-discriminatory criteria.\n\nDecree-Law No. 104/2023, converted into Law No. 136/2023, amended the Golden Power Decree by providing that the special powers can also be exercised on transactions, resolutions or deeds within a corporate group involving assets covered by intellectual property rights relating to artificial intelligence, machinery for the production of semiconductors, cybersecurity, aerospace, energy storage, quantum and nuclear technologies, food production technologies and concern one or more non-EU parties (subject to verification of the conditions for the exercise of the special powers).\n\nAlbeit with some amendments, the provisions regarding the stock ownership limitations and voting rights restrictions pursuant to Article 3 of Law No. 474/1994 are still in force.\n\nIn order to “promote privatization and the spread of investment in shares” of companies in which the Italian State has a significant shareholding, Article 1, paragraphs 381 to 384 of Law No. 266 of 2005 (2006 Financial Law) introduced the power to add provisions to the By-laws of privatized companies primarily controlled by the Italian State, like Eni, which allow shares or participating financial instruments to be issued that grant the special meeting of its holders the right to request that new shares, even at par value, or new financial instruments be issued to them with the right to vote in ordinary and extraordinary Shareholders’ Meetings. Making this amendment to the By-laws would lead to the shareholding limit referred to in Article 6.1 of the By-laws being removed. At the present time, however, Eni’s By-laws do not contain any such provisions.\n\nShareholder ownership thresholds\n\nThere are no By-law provisions governing the disclosure of the ownership threshold because the matter is regulated by Italian law. Pursuant to the Consolidated Law on Financial Intermediation19 and the Consob Regulation20, any direct or indirect holding in the voting shares of an Italian listed company in excess of 3%21, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% must be notified to the investee company and to Consob. The same disclosure requirements refer to holdings that drop below one of the specified thresholds.\n\nSuch disclosures shall be made — using the forms contained in Annex 4A to the above Regulation — without delay and, in any case, within four trading days of the transaction, starting from the day on which the subject gains knowledge of the transaction that can lead to the obligation, regardless of the date of execution, or from the date on which the subject obliged to make the disclosure gains knowledge of the event that leads to changes in the share capital as contemplated in the Consob Regulation.\n\n \n\n \n\n19 Legislative Decree No. 58 of February 24, 1998, with specific reference to Articles 120-122.\n\n20 Article 117 of Consob Decision No. 11971/1999 and subsequent amendments.\n\n21 If the company is not a SME (small or medium enterprise). Moreover, Consob may, by means of measures justified by the need to protect investors, as well as corporate control market and capital market efficiency and transparency, envisage — for a limited period of time — lower thresholds by its decree for companies with particularly extensive shareholding structure.\n\n \n\n166\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nFor the purpose of the above disclosure obligations, the Consob Regulation establishes investment calculation criteria22. The obligation to notify also applies to any direct or indirect holding owned through ADRs.\n\nSpecific disclosure requirements (with partially different thresholds) are connected to investments in financial instruments and for aggregate investments23.\n\nUnder the above mentioned Consolidated Law on Financial Intermediation, as amended by Decree Law No. 148/2017, in the case of the purchase of a stake in listed issuers equal or above the thresholds of 10%, 20% and 25% of the relevant share capital in listed companies, the investor shall state the objectives it intends to pursue in the following six months24. The declaration shall state under the responsibility of the declarant: a) the means of financing the acquisition; b) whether acting alone or in concert; c) whether it intends to stop or continue its purchases, and whether it intends to acquire control of the issuer or anyway have an influence on the management of the company and, in such cases, the strategy it intends to adopt and the transactions to be carried out; d) its intentions as to any agreements and shareholders’ agreements to which it is party; e) whether it intends to propose the integration or revocation of the issuer’s administrative or control bodies. Consob can identify, with its own regulation, the cases where the aforementioned declaration is not due, taking into account the characteristics of the entity making the declaration or of the company whose shares have been purchased.\n\nThe declaration shall be transmitted to the company whose shares have been purchased and to Consob and shall be subject to public disclosure in accordance with the terms and conditions established by Consob Regulation.\n\nVoting rights attached to listed shares which have not been notified pursuant to the above mentioned disclosure requirements may not be exercised. Any resolution or act adopted in violation of such limitation, with the contribution of those undisclosed shares, could be voided if challenged in court, under the Italian Civil Code.\n\nAccording to the Italian Civil Code (Article 2359-bis), a subsidiary may acquire shares of the parent company only within the limits of distributable profits and available reserves as resulting from the last approved balance sheet. Only fully-paid shares can be purchased. The purchase must be approved by the Shareholders’ Meeting and, in any case, the nominal value of shares purchased may not exceed one-fifth of the capital of the parent company — if the latter is a listed company — taking into account for this purpose the shares held by the same parent company or its subsidiaries.\n\nThe Consolidated Law on Financial Intermediation provides rules governing cross-holdings. In particular, except for the cases contemplated by the above mentioned Article 2359-bis of the Italian Civil Code, in case of a reciprocal participation exceeding the limit of 3% of the shares, the company that exceeds the limit successively cannot exercise its right to vote relative to the shares held in excess of such threshold and must sell such shares within the following 12 months. In the event of failure to dispose of the shares by such time limit, the voting rights shall be suspended with respect to the entire shareholding. Where it is not possible to ascertain which of the two companies was the last to exceed the limit, the suspension of voting rights and the disposal requirement shall apply to both unless they have agreed otherwise. In the event of non-compliance, any resolution or act adopted with the contribution of the relevant shares may be challenged under the Italian Civil Code.\n\nThe above mentioned limit is increased to 5% (or to 10% if the issuer is a small or medium enterprise as per Article 1, letter w-quater.1 of the Consolidated Law on Financial Intermediation) if the threshold is exceeded by both companies subsequent to an agreement authorized in advance by the ordinary shareholders’ meetings of the companies concerned.\n\nIf a person holds an interest exceeding the aforementioned threshold of a listed company, such listed company or any person controlling such listed company may not acquire an interest exceeding such a limit in a listed company controlled by the former. In the event of non-compliance, the voting rights attached to the shares in excess of the limit specified shall be suspended. Where it is not possible to ascertain which of the two persons was the last to exceed the limit, the suspension shall apply to both unless they have agreed otherwise. In the event of non-compliance, any resolution or act adopted with the contribution of the relevant shares may be challenged under the Italian Civil Code.\n\n \n\n \n\n22 Article 118 of Consob Decision No. 11971/1999 and subsequent amendments.\n\n23 Article 119 of Consob Decision No. 11971/1999 and subsequent amendments.\n\n24 Consob may, with a provision reasoned by investor protection needs as well as efficiency and transparency of the corporate control market and of the capital market, introduce, for a limited period of time, in addition to the thresholds above indicated, a threshold of 5 percent for companies with a particularly widespread shareholder base.\n\n \n\n167\n\n[Table of Contents](#TOC_TableofContent)\n\nThe limitations described above are not applicable in the case of a takeover bid or exchange tender offer to acquire at least 60% of the ordinary shares of a listed company.\n\nUnder the Consolidated Law on Financial Intermediation, any agreement, in any form, regarding the exercise of voting rights in a listed company or in its parent company, must be, within five days of stipulation: (i) notified to Consob; (ii) published in abstract form, in the Italian daily press; (iii) filed with the Register of Companies in which the listed company is registered; and (iv) notified to the company with listed shares. In the event of non-compliance with these requirements, the agreements shall be null and void and the voting rights attached to the relevant shares may not be exercised and any resolution or act adopted with the contribution of such shares may be challenged under the Italian Civil Code.\n\nThe same provisions also apply to agreements, in any form, that: (a) create obligations of consultation prior to the exercise of voting rights in a listed company and in its controlling companies; (b) set limits on the transfer of the related shares or of other financial instruments that entitle holders to buy or subscribe them; (c) provide for the purchase of the shares or of the above mentioned financial instruments; (d) have as their object or effect the exercise, jointly or otherwise, of dominant influence on such companies; and (d-bis) which aim to encourage or frustrate a takeover bid or an exchange tender offer, including commitments relating to non-participation in a takeover bid.\n\nFinally, pursuant to Law No. 287 of October 10, 1990, any merger or acquisition of (legal or factual) sole or joint control over a company or any change of control over a company is subject to the prior authorization by the Italian Antitrust Authority25 if the companies involved exceed given turnover thresholds. If the said merger, acquisition or change of control were to significantly affect competition, in particular because they create or strengthen a dominant position, the Italian Antitrust Authority can either prohibit the transaction or make it subject to remedies preventing a restriction of competition. Moreover, if the transaction or the companies involved exceed other quantitative or qualitative thresholds set by European or other jurisdictions’ legislations (e.g. other turnover thresholds or thresholds referred to transaction’s value, market shares of the parties or the potential competitiveness of the target), the transaction can also be subject to the prior authorization by competition authorities of such other jurisdictions. Finally, pursuant to new rules enacted in 2022, in some circumstances both the Italian Antitrust Authority and the European Commission might require that specific mergers, acquisitions or changes of control be made subject to their approval, even if they are below said thresholds.\n\nChanges in share capital\n\nEni’s By-laws do not provide for more stringent conditions than those required by law. Share capital increases are resolved by a shareholders’ resolution at an extraordinary Shareholders’ Meeting. Under Italian law, shareholders have a pre-emptive right to subscribe newly issued shares and corporate bonds convertible into shares in proportion to their respective shareholdings. If the Company’s interest so requires, the pre-emptive right may be waived or limited by the shareholders’ resolution authorizing the share capital increase. The shareholders’ pre-emptive right is also waived if the shareholders’ resolution authorizing the share capital increase provides for the subscription of new issues of shares in the form of contributions in-kind.\n\n[Material contracts](#TOC)\n\nNone.\n\n[Exchange controls](#TOC)\n\nUnder current Italian exchange control regulations, no limits exist on the amount of payments that Eni may remit to residents of the United States. Laws and regulations concerning foreign exchange controls do require, however, that an accredited intermediary must handle all payments or transfer of funds made by an Italian resident to a non-resident.\n\n[Taxation](#TOC)\n\nThe information set forth below is only a summary; Italian, the United States and other tax laws may change from time to time. Holders of shares and ADRs should consult with their professional advisors as to the tax consequences of their ownership and disposition of the shares and ADRs, including, in particular, the effect of tax laws of any other jurisdiction.\n\n \n\n \n\n25 Autorità garante della concorrenza e del mercato (AGCM).\n\n \n\n168\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nItalian taxation\n\nThe following is a summary of the material Italian tax consequences of the ownership and disposition of shares or ADRs as at the date hereof and does not purport to be a complete analysis of all potential tax effects relevant to the ownership or disposition of shares or ADRs.\n\nIncome tax\n\nDividends regarding income of financial years 2023 onwards, received by Italian resident individuals holding the shares or ADRs otherwise than in connection with entrepreneurial activity, are subject to a substitute tax of 26% withheld at the source by the dividend paying agent. This being the case, the dividend is not to be included in the individual’s tax return.\n\nSubject to certain limitations and requirements (including a minimum holding period), dividends received by Italian resident individuals holding the shares not in connection with an entrepreneurial activity or social security entities pursuant to Legislative Decree No. 509 of June 30, 1994 and Legislative Decree No. 103 of February 10, 1996 may be exempt from taxation if the shares are included in a long-term individual savings account (piano individuale di risparmio a lungo termine) that meets the requirements set forth by Italian law as amended and supplemented from time to time.\n\nDividends received by Italian investment funds and società di investimento a capitale variabile (“SICAV”) are not subject to substitute tax but are included in the aggregate income of the investment fund or SICAV. The investment fund or SICAV will not be subject to tax on the dividends. A withholding tax of 26% may apply on income of the investment fund or SICAV derived by unitholders or shareholders through distribution and/or upon redemption or disposal of the units and shares.\n\nDividends received by real estate funds to which the provisions of Law Decree No. 351 of September 25, 2001, as subsequently amended, apply, are not subject to any substitute tax nor to any other income tax in the hands of the fund. The income of the real estate fund is subject to tax, in the hands of the unitholder, depending on status and percentage of participation, or, when earned by the fund, through distribution and/or upon redemption or disposal of the units.\n\nDividends received by a pension fund (subject to the regime provided for by Article 17 of the Italian Legislative Decree No. 252 of December 5, 2005) and deposited with an authorized intermediary, will not be subject to substitute tax, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to a 20% substitute tax. Subject to certain limitations and requirements (including a minimum holding period), shares received by Italian resident pension funds may be excluded from the taxable base of the substitute tax, if the shares are included in a long-term individual savings account (piano individuale di risparmio a lungo termine) that meets the requirements set forth by Italian law as amended and supplemented from time to time.\n\nDividends paid to non-Italian residents are subject to substitute tax levied at source by the dividend paying agent at the rate of 26%, provided that the interest is not connected to an Italian permanent establishment.\n\nThe above-mentioned 26% substitute tax will not be applied in the event of dividends distributed in favor of foreign undertakings for collective investment which comply with European Directive 2009/65/EC of the European Parliament and of the Council of July 13, 2009 (UCITS Directive), and to undertakings for collective investment which do not comply with the aforesaid Directive 2009/65/EC, whose manager is subject to regulatory supervision in the foreign country in which it is established in accordance with European Directive 2011/61/EU of the European Parliament and of the Council of June 8, 2011 (AIFM Directive), established in an EU Member States or a European Economic Area (“EEA”) State included in the list of States and territories allowing an adequate exchange of information with the Italian tax authorities according to the Ministerial Decree of September 4, 1996 (“White List”).\n\nDividends are subject to a 1.20% substitute tax introduced by the Financial Bill for 2008 where the conditions in Article 27, paragraph 3-ter, Presidential Decree No. 600 of 1973 are met, i.e. dividends are paid to non-Italian companies and entities that (i) are resident in an EU Member State or EEA State included in the White List (ii) are subject to a corporate income tax in their country of residence. With reference to distributions of profit and/or retained earning which have been resolved as of 1 January 2026, the 1.20% substitute tax applies if, in addition to the conditions above, the non-Italian companies and entities receiving the dividends (i) have a participation in the Company equal to or greater than 5%, or (ii) the participation held has a tax value equal to or greater than €500,000.\n\nThe substitute tax may also be reduced under the Tax Treaty in force between Italy and the country of residence of the Beneficial Owner of the dividend. Italy has executed income Tax Treaties with approximately 100 foreign countries, including all EU Member States, Argentina, Australia, Brazil, Canada, Japan, New Zealand, Norway, Switzerland, the United States and some countries in Africa, the Middle East and the Far East. Generally speaking, it should be noted that Tax Treaties are not applicable where the holder is a tax-exempt entity or, with few exceptions, a partnership or a trust.\n\nIn order to obtain the Treaty benefit of a reduced substitute tax rate at the same time of payment, the Beneficial Owner must file an application to the dividend paying agent chosen by the Depositary stating the existence of the conditions for the applicability of the Treaty benefit, together with a certification issued by the foreign tax authorities stating that the shareholder is a resident of that country for Treaty purposes.\n\n \n\n169\n\n[Table of Contents](#TOC_TableofContent)\n\nUnder the Tax Treaty between the United States and Italy (the “Italy U.S. Tax Treaty”), dividends derived and beneficially owned by a U.S. resident who holds less than 25% of the Company’s voting stock are subject to an Italian withholding or substitute tax at a reduced rate of 15%, provided that the interest is not effectively connected with a permanent establishment in Italy through which the U.S. resident carries on a business or a fixed base in Italy through which such U.S. resident performs independent personal services (for further details please refer to the relevant provisions set forth in the Italy U.S. Tax Treaty). In the absence of such conditions, the dividend paying agent will deduct from the gross amount of the dividend the substitute tax at the statutory rate of 26%. Based on the certification procedure required by the Italian Tax Authorities, to benefit from the direct application of the 15% substitute tax the U.S. shareholder must provide the dividend paying agent with a certificate obtained from the U.S. Internal Revenue Service (the “IRS”) with respect to each dividend payment. The request for this certificate must include a statement, signed under penalty of perjury, attesting that the shareholder is a U.S. resident individual or corporation, and does not maintain a permanent establishment in Italy, and must set forth other required information. The normal time for processing requests for certification by the IRS is normally about six to eight weeks.\n\nWhere the Beneficial Owner has not provided the above-mentioned documentation, the dividend paying agent will deduct from the gross amount of the dividend the substitute tax at the statutory rate of 26%. The U.S. recipient will then be entitled to claim from the Italian Tax Authorities the difference (treaty refund) between the domestic rate and the Treaty one by filing specific forms (certificate) with the Italian Tax Authorities.\n\nAs reflected in the Deposit Agreement, if any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to an ADR, any Deposited Securities represented by the American Depositary Shares (“ADSs”), such tax or other governmental charge shall be paid by the Holder hereof to the Depositary.\n\nThe Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs to reflect any such sales of shares. Pursuant to the Deposit Agreement, the Depositary and the Custodian may make and maintain arrangements to enable persons that are considered United States residents for purposes of applicable law to receive any tax rebates (pursuant to an applicable Treaty or otherwise) or other tax related benefits relating to distributions on the ADSs to which such persons are entitled. Notwithstanding any other terms of the Deposit Agreement or the ADR, absent the gross negligence or bad faith of, respectively, the Depositary and the Company, the Depositary and the Company assume no obligation, and shall not be subject to any liability, for the failure of any Holder or Beneficial Owner, or its agent or agents, to receive any tax benefit under applicable law or Tax Treaties. The Depositary shall not be liable for any acts or omissions of any other party in connection with any attempts to obtain any such benefit, and Holders and Beneficial Owners hereby agree that each of them shall be conclusively bound by any deadline established by the Depositary in connection therewith.\n\nCapital gains tax\n\nThis paragraph concerns and applies to capital gains out of the scope of a business activity carried out in Italy. Profits gained by Italian resident individuals, not in connection with entrepreneurial activity, in financial year 2025, are subject to substitute tax for 26%. Two different systems may be applied at the option of the shareholder as an alternative to the so-called “tax return regime” (regime della dichiarazione – it is the default regime for taxation of capital gains, according to which capital gains are reported in the taxpayer's tax return and paid within the deadline for the payment of the balance income taxes due on the basis of the relevant tax return):\n\n \n\n●\n\nthe so-called “administered savings” tax regime (risparmio amministrato), based on which intermediaries acting as shares depositaries shall apply a substitute tax (26%) on each gain, on a cash basis. If the sale of shares generated a loss, said loss may be carried forward up to the fourth following year; and\n\n \n\n \n\n \n\n \n\n●\n\nthe so-called “portfolio management” tax regime (risparmio gestito) which is applicable when the shares form part of a portfolio managed by an Italian asset management company. The accrued net profit of the portfolio is subject to a 26% substitute tax to be applied by the portfolio.\n\nSubject to certain limitations and requirements (including a minimum holding period), gains realized upon sale, transfer or redemption by Italian resident individuals holding the shares not in connection with an entrepreneurial activity or social security entities pursuant to Legislative Decree No. 509 of June 30, 1994 and Legislative Decree No. 103 of February 10, 1996 may be exempt from taxation, if the shares are included in a long-term individual savings account (piano individuale di risparmio a lungo termine) that meets the requirements set forth by Italian law as amended and supplemented from time to time.\n\n \n\n170\n\n[Table of Contents](#TOC_TableofContent)\n\nGains realized by non-residents from non-substantial interest in listed companies are deemed not to be realized in Italy and consequently are not subject to the capital gains tax. On the contrary, gains realized by non-residents from substantial interests even in listed companies are deemed to be realized in Italy and consequently are subject to tax on capital gains.\n\nAny gains realized by a holder of the shares who is an Italian pension fund (subject to the regime provided for by article 17 of the Italian Legislative Decree No. 252) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to a to a 20% annual substitute tax. Subject to certain limitations and requirements (including a minimum holding period), capital gains realized by Italian pension funds may be excluded from the taxable base of the substitute tax, if the shares are included in a long-term individual savings account (piano individuale di risparmio a lungo termine) that meets the requirements set forth by Italian law as amended and supplemented from time to time.\n\nGains realized by undertakings for collective investment which comply with European Directive 2009/65/EC of the European Parliament and of the Council of July, 13, 2009 (UCITS Directive), and by undertakings for collective investment, established in an EU Member States or a EEA State included in the White List, which do not comply with the aforesaid Directive 2009/65/EC, whose manager is subject to regulatory supervision in the foreign country in which it is established in accordance with European Directive 2011/61/EU of the European Parliament and of the Council of June 8, 2011 (AIFM Directive), will not be applied.\n\nHowever, double taxation treaties may eliminate the capital gains tax. Under the Italy U.S. Tax Treaty, a U.S. resident will not be subject to the capital gains tax unless the shares or ADRs form part of the business property of a permanent establishment of the holder in Italy or pertain to a fixed establishment available to a shareholder in Italy for the purposes of performing independent personal services. U.S. residents who sell shares may be required to produce appropriate documentation establishing that the above mentioned-conditions of non taxability pursuant to the Italy U.S. Tax Treaty have been satisfied.\n\nFinancial Transactions Tax\n\nItalian Law No. 228 of December 24, 2012 has introduced a Financial Transactions Tax which applies to the transfer of shares, ADR and other financial instruments issued by companies resident in Italy. As to transfers occurring from 1 January 2026, the tax rate applicable is 0.20% for ADR negotiated in regulated markets (like the NYSE).\n\nNon-Italian intermediaries, involved in the transactions of Eni ADR, must withhold and pay the Financial Transactions Tax. For this purpose, non-Italian intermediaries can appoint an Italian Tax Representative, according to the Italian tax law.\n\nInheritance and gift tax\n\nPursuant to Law Decree No. 262 of October 3, 2006, converted with amendments by Law No. 286 of November 24, 2006, effective from November 29, 2006, and Law No. 296 of December 27, 2006, the transfers of any valuable assets (including shares) as a result of death or donation (or other transfers for no consideration) and the creation of liens on such assets for a specific purpose are taxed as follows:\n\n(a)       4 per cent: if the transfer is made to spouses and direct descendants or ancestors; in this case, the transfer is subject to tax on the value exceeding €1,000,000 (per beneficiary);\n\n(b)       6 per cent: if the transfer is made to brothers and sisters; in this case, the transfer is subject to the tax on the value exceeding €100,000 (per beneficiary);\n\n(c)       6 per cent: if the transfer is made to relatives up to the fourth degree, to persons related by direct affinity, as well as to persons related by collateral affinity up to the third degree; and\n\n(d)       8 per cent: in all other cases.\n\n \n\nIf the transfer is made in favor of persons with severe disabilities, the tax applies on the value exceeding €1,500,000. Moreover, an anti-avoidance rule is provided for by Law No. 383 of October 18, 2001 for any gift of assets (including shares) which, if sold for consideration, would give rise to capital gains subject to a substitute tax (imposta sostitutiva) provided for by Decree No. 461 of November 21, 1997. In particular, if the donee sells the shares for consideration within five years from the receipt thereof as a gift, the donee is required to pay a relevant substitute tax on capital gains as if the gift had never taken place.\n\n171\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nUnited States taxation\n\nThe following is a summary of certain U.S. federal income tax consequences to U.S. Holders (as defined below) of the ownership and disposition of Shares or ADSs. This summary is addressed to U.S. Holders that hold Shares or ADSs as capital assets, and does not discuss all material tax consequences of the ownership of Shares or ADSs, including tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. The summary does not address special classes of investors, such as tax-exempt entities, dealers in securities, traders in securities that elect to mark-to- market, certain insurance companies, broker-dealers, investors that actually or constructively own 10% or more of the combined voting power of Eni SpA’s voting stock or of the total value of Eni SpA’s stock, a person that purchases or sells Shares or ADSs as part of a wash sale for U.S. federal income tax purposes, investors that hold Shares or ADSs as part of a straddle or a hedging or conversion transaction and investors whose “functional currency” is not the U.S. dollar.\n\nThis summary is based on the tax laws of the United States (including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions) as in effect on the date hereof and the Italy U.S. Tax Treaty. These authorities are subject to change (or changes in interpretation), possibly with retroactive effect. The summary is based in part on representations of the Depositary and assumes that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. U.S. Holders should consult their own tax advisors to determine the U.S. federal, state and local and foreign tax consequences to them of the ownership and disposition of Shares or ADSs.\n\nIf an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds Shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding Shares or ADSs should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the Shares or ADSs.\n\nAs used in this section, the term “U.S. Holder” means a beneficial owner of Shares or ADSs that is:\n\n \n\n(i) a citizen or resident of the United States; (ii) a domestic corporation; (iii) an estate the income of which is subject to the U.S. federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.\n\nThe discussion does not address any aspects of U.S. taxation other than U.S. federal income taxation. In particular, U.S. Holders are urged to confirm their eligibility for benefits under the Italy U.S. Tax Treaty with their advisors and to discuss with their advisors any possible consequences of their failure to qualify for such benefits. In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, U.S. Holders who own ADRs evidencing ADSs will be treated as owners of the underlying Shares. Exchanges of Shares for ADRs and ADRs for Shares generally will not be subject to U.S. federal income tax.\n\n \n\nDistributions\n\nSubject to the passive foreign investment company (“PFIC”) rules discussed below, distributions paid on the Shares or ADSs will generally be treated as dividends for U.S. federal income tax purposes to the extent paid out of Eni SpA’s current or accumulated earnings and profits as determined for U.S. federal income tax purposes, but will not be eligible for the dividends- received deduction generally allowed to U.S. corporations. To the extent that a distribution exceeds Eni SpA’s earnings and profits, it will be treated, first, as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in the Shares or ADSs, and thereafter as capital gain. A U.S. Holder will be subject to U.S. federal taxation, on the date of actual or constructive receipt by the U.S. Holder (in the case of Shares) or by the Depositary (in the case of ADSs) with respect to the gross amount of any dividends, including any Italian tax withheld therefrom, without regard to whether any portion of such tax may be refunded to the U.S. Holder by the Italian Tax Authorities.\n\nFor non-corporate U.S. Holders, dividends that constitute qualified dividend income will be taxable at the preferential rates applicable to long-term capital gains provided that such person holds the Shares or ADSs for more than 60 days during the 121 day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends paid by Eni SpA that are received with respect to the ADSs will generally be qualified dividend income if the ADSs are readily tradable on an established securities market in the United States. Eni SpA’s ADSs are listed on the New York Stock Exchange and Eni SpA therefore expects that dividends with respect to the ADSs will be qualified dividend income. Dividends paid by Eni SpA with respect to the Shares will generally be qualified dividend income provided that, in the year that you receive the dividend, Eni SpA is eligible for the benefits of the Italy U.S. Tax Treaty. Eni SpA believes that it is currently eligible for the benefits of the Italy U.S. Tax Treaty and Eni SpA therefore expects that dividends on the Shares will also be qualified dividend income, but there can be no assurance that Eni SpA will continue to be eligible for the benefits of the Italy U.S. Tax Treaty.\n\n \n\n172\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe amount of the dividend distribution that must be included in the income of a U.S. Holder will be the U.S. dollar value of the euro payments made, determined at the spot EUR/USD rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to the date the U.S. Holder converts the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income.  The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.\n\nSubject to certain conditions and limitations, Italian tax withheld from dividends will be treated as a foreign income tax eligible for credit against the U.S. Holder’s U.S. federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential rates. To the extent a reduction or refund of the tax withheld is available to a U.S. Holder under Italian law or under the Italy U.S. Tax Treaty, the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against his or her U.S. federal income tax liability. See “Italian taxation — Income tax” above, for the procedures for obtaining a tax refund. For foreign tax credit purposes, dividends paid on the Shares or ADSs will generally be income from sources outside the United States and will, generally be “passive” income for purposes of computing the foreign tax credit allowable to you. However, if (a) Eni SpA is 50% or more owned, by vote or value, by United States persons and (b) at least 10% of Eni SpA’s earnings and profits are attributable to sources within the United States, then for foreign tax credit purposes, a portion of Eni SpA’s dividends would be treated as derived from sources within the United States. With respect to any dividend paid for any taxable year, the United States source ratio of Eni SpA’s dividends for foreign tax credit purposes would be equal to the portion of Eni SpA’s earnings and profits from sources within the United States for such taxable year, divided by the total amount of our earnings and profits for such taxable year. Eni SpA does not expect to be 50% or more owned, by vote or value, by United States persons, and therefore does not expect that any portion of Eni SpA’s dividends will be treated as derived from sources within the United States.\n\nSale or exchange of Shares\n\nSubject to the PFIC rules discussed below, a U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes on the sale or exchange of Shares or ADSs equal to the difference between the U.S. Holder’s adjusted basis in the Shares or ADSs (determined in U.S. dollars), as the case may be, and the amount realized on the sale or exchange (or if the amount realized is denominated in a foreign currency, its U.S. dollar equivalent). The amount realized will generally be reduced by any Italian Financial Transaction Tax paid in respect of such transfer, and a U.S. Holder will not be entitled to claim a foreign tax credit in respect of the payment of the Italian Financial Transaction Tax. Generally, such gain or loss will be treated as capital gain or loss if the Shares or ADSs are held as capital assets and will be a long-term capital gain or loss if the Shares or ADSs have been held for more than one year on the date of such sale or exchange. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates. In addition, any such gain or loss realized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes.\n\nPFIC rules\n\nEni SpA believes that Shares and ADSs should not currently be treated as stock of a PFIC for U.S. federal income tax purposes and Eni SpA does not expect to become a PFIC in the foreseeable future. However, this conclusion is a factual determination that is made annually and thus may be subject to change. If Eni SpA were to be treated as a PFIC, gain realized on the sale or other disposition of your Shares or ADSs would in general not be treated as capital gain. Instead, unless a U.S. Holder elects to be taxed annually on a mark-to-market basis with respect to the Shares or ADSs, the U.S. Holder would be treated as having realized such gains and certain “excess distributions” ratably over the holding period for the Shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain or distribution was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, a U.S. Holder’s Shares or ADSs will be treated as stock in a PFIC if Eni SpA were a PFIC at any time during the period the Shares or ADSs were held. Dividends received from Eni SpA will not be eligible for the preferential tax rates applicable to qualified dividend income if Eni SpA is treated as a PFIC with respect to the U.S. Holders either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.\n\n[Documents on display](#TOC)\n\nEni’s Annual Report and Accounts and any other document concerning the Company are also available online on the Company’s website. The Company is subject to the information requirements of the Security Exchange Act of 1934 applicable to foreign private issuers. In accordance with these requirements, Eni files its Annual Report on Form 20-F and other related documents with the U.S. SEC. It’s possible to read and copy documents that have been filed with the U.S. via commercial document retrieval services, and from the SEC website (www.sec.gov).\n\n173\n\n[Table of Contents](#TOC_TableofContent)\n\n[Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#TOC)\n\nMarket risk is the possibility that the exposure to fluctuations in commodity prices, currency exchange rates, interest rates or other market benchmarks will adversely affect the value of the Group’s financial assets, liabilities or expected future cash flows. Eni’s financial performance is particularly sensitive to changes in the price of crude oil and movements in the EUR/USD exchange rate. Overall, a rise in the price of crude oil has a positive effect on Eni’s results from operations and liquidity due to increased revenues from oil&gas production. Conversely, a decline in crude oil prices reduces Eni’s results from operations and liquidity.\n\nThe impact of changes in crude oil prices on the Company’s refining and marketing and petrochemical businesses depends upon the speed at which the prices of finished products adjust to reflect changes in crude oil prices. In addition, the Group’s activities are, to various degrees, sensitive to fluctuations in the EUR/USD exchange rate as commodities are generally priced internationally in U.S. dollars or linked to dollar denominated products. Overall, an appreciation of the euro against the dollar reduces the Group’s results from operations and liquidity, and vice versa.\n\nAs part of its financing and cash management activities, the Company uses derivative instruments to manage its exposure to changes in interest rates and foreign exchange rates. These instruments are principally interest rate and currency swaps. The Company also enters into commodity derivatives as part of its ordinary commercial, optimization and risk management activities, as well as exceptionally to hedge the exposure to variability in future cash flows due to movements in commodity prices, in view of pursuing acquisitions of oil&gas reserves as part of the Company’s ordinary asset portfolio management or other strategic initiatives or in case of extraordinary market conditions.\n\nThe Company actively manages market risk in accordance with a set of policies and guidelines that provide a centralized model of undertaking finance, treasury and risk management operations based on the Company’s departments of operational finance: the parent company’s (Eni SpA) finance department and its subsidiarie Banque Eni, which is subject to certain bank regulatory restrictions preventing the Group’s exposure to concentrations of credit risk, and Eni Trade & Biofuels SpA and Eni Global Energy Markets (from January 1, 2021, together formerly Eni Trading & Shipping) that are in charge to execute certain activities relating to commodity derivatives. In particular, Eni SpA manage the Group subsidiaries’ financing requirements covering funding requirements and using available surpluses. All transactions concerning currencies and derivative contracts on interest rates and currencies are managed by the parent company. With respect to the commodity risk, Eni Trade & Biofuels and Eni Global Energy Markets centralize the negotiation of financial instruments on the markets.\n\nIn 2021, the above mentioned centralized model for the execution of financial instruments has been updated in light of the relevant changes in the main financial regulations (Mifid II/EMIR/Dodd Frank act). Eni’s activities comply with the regulatory requirements for the execution of financial instruments on European and non-European Regulated Markets, on Multilateral Trading Facilities, on Organized Trading Facilities or bilaterally with OTC counterparties. \n\nIn addition to the reinforcement of the centralized execution model, as required by the financial regulation, all derivative transactions are classified and segregated in accordance with the EMIR requirements of “risk reducing” and “non-risk reducing” derivative contracts. The Company’s activities in financial instruments were thus classified in order to clearly: a) segregate ex ante non-risk reducing activities; b) define before inception the types of derivative contracts included in the hedging portfolios and the eligibility criteria, and stating that the derivative transactions included in the hedging portfolios are limited to covering risks directly related to commercial or treasury financing activities; and c) provide for a sufficiently disaggregated view of the hedging portfolios in terms of for example asset classes, products and time horizons, in order to establish the direct link between the portfolio of hedging transactions and the risks that this portfolio seeks to hedge. A financial instrument can be qualified as risk reducing when, by itself or in combination with other derivative contracts (so-called macro or portfolio hedging) it:\n\n \n\n(i)\n\ndirectly or through closely correlated instruments (so-called proxy hedging) covers the risks arising from potential changes in the value of different assets under Eni control or that Eni will have under its control in the normal course of business driven by fluctuation of interest rates, inflation rates, foreign exchange rates or credit risk; or\n\n \n\n(ii)\n\nqualifies as a hedge pursuant to IFRS.\n\n \n\n \n\n \n\n174\n\n[Table of Contents](#TOC_TableofContent)\n\nUse of financial instruments (in euro or currencies different from euro) is allowed with the following risk reducing purposes:\n\n•\n\nBack-to-back: includes market risk-free instruments that are negotiated in accordance with an execution criteria and normally settled with an intermediation fee. They normally comply with hedge accounting requirements or own use exemption. These are transaction-based activities characterized by a substantial absence of market risk. A hedging instrument can be considered back to back when the financial derivative is structured as to match as much as possible asset class, size and maturity of the hedged position. As a result, the combination of the hedged item, normally a single asset/contract, and the hedging instrument, i.e. the financial derivative, is substantially market risk free or is exposed only to a basic risk related to the ineffective portion of the hedging item. In addition, the hedging item may entail counterparty risk and operational risk. These derivatives are normally accounted for as hedges for financial statement purposes.\n\n•\n\nFlow hedging: flow hedging seeks to optimize Group hedging requirements by pooling different positions retained by the business units and then by entering derivative instruments to hedge net exposures, according to a portfolio basis. A central department processes a continuous flow of orders from the Group’s various business units and then acts as a single broker on financial markets. Flow hedging is characterized by the lack of direct control by the central broker entity on the received orders, which are normally related to assets managed by the business units. The central broker entity can normally rely on a continuous flow of hedging orders that can be predictable to a large extent, on the basis of the regular hedging programs made by the Group’s business units. The central entity is therefore in the position to net opposite orders, by retaining the level of risk necessary to cover timing, volume and asset class mismatch among orders. The benefits are the maximization of integration across the whole of the Group assets portfolio and the related netting potential, avoiding unnecessary derivatives, thus reducing costs and aggregated notional amounts of hedging programs. Flow hedging is managed on a portfolio basis and is dynamic by nature, since resulting net position is normally adjusted in order to take into account new orders received and maximum allowed exposure, related to timing, volume and asset classes mismatch. Those derivatives are recorded in profit and loss as the hedging of net exposures does not qualify as hedges under IFRS.\n\n•\n\nAsset-backed hedging: is a portfolio-based activity performed to enhance assets extrinsic value which is the fair value that a third party would potentially pay to buy the flexibility associated with assets available to the Group. It is normally characterized by a maximum level of market risk related to the size of managed assets and the volatility of underlying commodities. The more flexible the asset, the higher its extrinsic value that can be normally quantified as an option premium, linked to the price of an underlying commodity, volatility, time, interest rate. To enhance the value of asset flexibility, a business unit may transfer to a central entity part or the whole of an asset flexibility or a portfolio of flexibilities and the central entity will hedge such flexibility on financial markets so to lock its value by monetizing it via derivatives. Hedging strategies adopted for asset-backed hedging are normally portfolio based, very dynamic and entail large use of proxies. Depending on the optimization model such strategies are continuously adjusting relevant hedging ratios buying and selling the same financial products several times, since the underlying asset flexibility to be hedged is changing depending on price level, price volatility, time to delivery, etc. These derivatives may lead to gains as well as losses which in each case may be significant and are accounted through profit and loss as they lack the hedge requirements provided by IFRS. However, we believe that the risks associated with those derivatives are mitigated by the natural hedge granted by the asset availability.\n\n•\n\nPortfolio management: is a portfolio based activity performed on a combination of underlying positions, such as physical assets (production plants, transmission infrastructures, storages, etc.), commercial assets (spot and forward short/medium/long term supply and sale contracts with physical delivery) and related financial derivatives. Normally, the target of a portfolio management activity is to optimize managed assets’ base by running quantitative models which, given production/consumption forecasts, price scenarios and logistic flexibility/constraints, determine the optimal configuration in terms of volume, price and flexibility for physical and commercial assets in the portfolio. Financial derivatives are then used in the portfolio management activity in order to manage the overall risk level associated with such optimal configuration within a set tolerance or to balance the combined risk-reward profile of the portfolio in line with the Company’s targets. Market risk associated with portfolio management is proportional to assets size and maturity and volatility/correlation of underlying markets. Financial derivatives are normally used to hedge the resulting net position, but they might hedge also single physical/commercial assets included in the portfolio. The activity is dynamic by nature, since optimization models are run periodically, even on a daily and infra-daily timescale, in order to rebalance optimal configuration in view of actual or forecast changes in volumes, prices and flexibility. As a consequence, financial derivatives are also managed dynamically, with a continuous adjustment that might lead to buy and sell the same financial product several times in a given time frame. These derivatives may lead to gains, as well as losses which in each case may be significant and are accounted through profit as they lack the hedge requirements provided by IFRS.\n\n \n\nPursuant to internal policy, all derivatives transactions concerning interest rates and foreign currencies are executed for risk reducing purposes, as described above. Only commodity derivatives can also be executed in the context of non-risk reducing operations and be consequently classified as Proprietary Trading, which is an ancillary activity not related to industrial assets that makes use of financial derivatives which are entered into with the objective to obtain an uncertain profit, if favorable market expectations occur.\n\n175\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEni monitors on a daily basis that every activity involving derivatives is correctly classified according to the risk reducing taxonomy (i.e. back to back, flow hedging, asset-backed hedging or portfolio management), is directly or indirectly related to the hedged industrial assets and effectively optimizes the risk profile to which Eni is, or could be, exposed. When some derivatives fail to prove their risk reducing purpose, they are reclassified as Proprietary Trading. Provided that Proprietary Trading is segregated ex ante from other activities, its resulting market risk exposure is subject to specific limits expressed in terms of Stop Loss, VaR and notional amounts. The aggregated notional amounts of non-risk reducing derivatives at Group/Entity level are constantly benchmarked with the thresholds required by relevant international financial regulations.\n\nPlease refer to “Item 18 — Note 28 of the Notes on Consolidated Financial Statements” for a qualitative and quantitative discussion of the Company’s exposure to market risks.\n\n \n\n \n\n[Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](#TOC) \n\n[Item 12A. Debt securities](#TOC)\n\nNot applicable.\n\n[Item 12B. Warrants and rights](#TOC)\n\nNot applicable.\n\n[Item 12C. Other securities](#TOC)\n\nNot applicable.\n\n[Item 12D. American Depositary Shares](#TOC)\n\nIn the United States, Eni’s securities are traded in the form of American Depositary Shares (ADSs) which are listed on the NYSE. ADSs are evidenced by American Depositary Receipts (ADRs), and each ADR represents two Eni ordinary shares.\n\nPursuant to the Deposit Agreement dated June 27, 2017 (the “Deposit Agreement”) between Eni, Citibank N.A. and the holders and beneficial owners ADSs, Citibank N.A. serves as the Depositary for Eni’s ADR Program, and Citibank N.A. Milan Branch serves as Custodian.\n\nComputershare is the transfer agent for the Eni’s ADR Program.\n\nFees and charges payable by ADR holders\n\nPursuant to the Deposit Agreement, ADR holders may be required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.\n\n \n\n176\n\n[Table of Contents](#TOC_TableofContent)\n\nThe following ADS fees are payable under the terms of the Deposit Agreement:\n\n \n\nService\n\n \n\nRate\n\n \n\nBy Whom Paid\n\n(1)\n\nIssuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (4) below.\n\n \n\nUp to U.S. $5.00 per 100 ADSs (or fraction thereof) issued.\n\n \n\nPerson receiving ADSs.\n\n(2)\n\nCancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason).\n\n \n\nUp to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled.\n\n \n\nPerson whose ADSs are being cancelled.\n\n(3)\n\nDistribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements).\n\n \n\nUp to U.S. $5.00 per 100 ADSs (or fraction thereof) held.\n\n \n\nPerson to whom the distribution is made.\n\n(4)\n\nDistribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or\n\n(ii) an exercise of rights to purchase additional ADSs.\n\n \n\nUp to U.S. $5.00 per 100 ADSs (or fraction thereof) held.\n\n \n\nPerson to whom the distribution is made.\n\n(5)\n\nDistribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares).\n\n \n\nUp to U.S. $5.00 per 100 ADSs (or fraction thereof) held.\n\n \n\nPerson to whom the distribution is made.\n\n(6)\n\nADS Services.\n\n \n\nUp to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary.\n\n \n\nPerson holding ADSs on the applicable record date(s) established by the Depositary.\n\nDirect and indirect payments by the Depositary\n\nThe Depositary has agreed to reimburse certain company expenses related to the ADR Program and incurred in connection with the Program and the listing of Eni’s ADSs on the NYSE. These expenses are mainly related to legal and accounting fees incurred in connection with the preparation of regulatory filings and other documentation related to ongoing SEC compliance, NYSE listing fees, listing and custodian bank fees, advertising, certain investor relationship programs or special investor relations activities.\n\nFor the year 2025, the Depositary reimbursed to Eni $ 3,123,079.19 in connection with the above mentioned expenditures.\n\nThe Depositary has also agreed to waive certain standard fees associated with the administration of the ADR Program.\n\n177\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nPART II\n\n[Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES](#TOC)\n\nNone.\n\n[Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS](#TOC)\n\nNone.\n\n[Item 15. CONTROLS AND PROCEDURES](#TOC)\n\nDisclosure controls and procedures\n\nIn designing and evaluating the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), the Company’s management, including the Chief Executive Officer and the Head of Eni’s Accounting and Financial Statements department in his capacity as Officer in Charge of the Preparation of Corporate Accounts (“Dirigente Preposto alla redazione dei documenti contabili societari” pursuant to the Italian Consolidated Financial Law — Legislative Decree No. 58 of February 24, 1998), recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.\n\nIt should be noted that the Company has investments in certain non-consolidated entities. As the Company does not control or manage these entities, its disclosure controls and procedures with respect to such entities are necessarily more limited than those it maintains with respect to its consolidated subsidiaries.\n\nThe Company’s management, with the participation of the Chief Executive Officer and the Head of Eni’s Accounting and Financial Statements department, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-14(c) under the Exchange Act as of the end of the period covered by this Annual Report on Form 20-F. Based on that evaluation, the Chief Executive Officer and the Head of Eni’s Accounting and Financial Statements department have concluded that these disclosure controls and procedures are effective.\n\nManagement’s Annual Report on Internal Control over Financial Reporting\n\nThe Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, the effectiveness of an internal control system may change over time.\n\nManagement has excluded 58 entities from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in several purchase business combinations during 2025. These entities, which are wholly- owned, comprised, in the aggregate, total assets and total revenues excluded from management's assessment of internal control over financial reporting of approximately 1% of consolidated total assets and a null value in terms of consolidated total revenues as of and for the year ended December 31, 2025.\n\nThe Internal Control Committee assists the Board of Directors in setting out the main principles for the internal control system so as to appropriately identify and adequately evaluate, manage, and monitor the main risks related to the Company and its subsidiaries, by laying down the compatibility criteria between said risks and sound corporate management. In addition, this Committee assesses, at least annually, the adequacy, effectiveness, and actual operations of the internal control system.\n\nThe Company’s management, including the Chief Executive Officer and the Head of Eni’s Accounting and Financial Statements department, conducted an evaluation of the effectiveness of its internal control over financial reporting based on the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (CoSO) in 2013. Based on the results of this evaluation, the Group’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.\n\nThe effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers SpA, an independent registered public accounting firm, as stated in its report that is included on page F-1 of this Annual Report on Form 20-F.\n\n178\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nChanges in Internal Control over Financial Reporting\n\n \n\nThere have not been changes in the Company’s Internal Control over Financial Reporting that occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.\n\n \n\n \n\n[Item 16. [RESERVED]](#TOC)\n\n[Item 16A. Board of Statutory Auditors financial expert](#TOC)\n\nEni’s Board of Statutory Auditors has determined that the five members of Eni’s Board of Statutory Auditors are “audit committee financial expert”: Rosalba Casiraghi, who is the Chairman of the Board, Enrico Maria Bignami, Marcella Caradonna, Giulio Palazzo and Andrea Parolini. All members are independent.\n\n[Item 16B. Code of Ethics](#TOC)\n\nEni adopted a Code of Ethics that applies to all Eni’s employees, including Executive Officers, principal Financial and Accounting Officers, Directors and Statutory Auditors. Eni published its Code of Ethics on Eni’s website. It is accessible at www.eni.com, under the section Governance. A copy of this Code of Ethics is included as an exhibit to this Annual Report on Form 20-F. Information on our website is not incorporated by reference into this report.\n\nEni’s Code of Ethics contains ethical guidelines, describes corporate values and requires standards of business conduct and moral integrity. The ethical guidelines are designed to deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws and regulations and internal reporting of violations of the guidelines. The code affirms the principles of accounting transparency and internal control and endorses human rights and the issue of the sustainability of the business model.\n\n[Item 16C. Principal accountant fees and services](#TOC)\n\nPricewaterhouseCoopers SpA (PwC SpA) served as Eni’s principal independent registered public accounting firm for fiscal year 2025, for which audited Consolidated Financial Statements have been included in this Annual Report on Form 20-F. PwC SpA, as the main external auditor, is wholly in charge of the auditing activities of the Consolidated Financial Statements.\n\nThe following table reports total fees for services rendered to Eni by PwC SpA and member firms of its network for the years ended December 31, 2025 and 2024.\n\n \n\n \n\nYear ended December 31,\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n(€ thousand)\n\nAudit fees\n\n \n\n31,071\n\n \n\n \n\n30,098\n\nAudit -related fees (a)\n\n \n\n2,663\n\n \n\n \n\n1,739\n\nTax fees\n\n \n\n-\n\n \n\n \n\n-\n\nAll other fees\n\n \n\n-\n\n \n\n \n\n-\n\nTotal\n\n \n\n33,734\n\n \n\n \n\n31,837\n\n \n\n(a) Audit related services provided by PwC SpA and the member firms of its network mainly relate to services for the issue of comfort letters, financial and tax vendor due diligence related to the sale of a minority stake in Eni Plenitude Spa Società Benefit, services related to the report prepared by Eni SpA on payments to governments and agreed verification procedures on cost recharge rates.\n\n \n\nAudit fees include professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, including the audit on the Company’s internal control over financial reporting.\n\nAudit-related fees include assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported as Audit fees in this Item. The fees disclosed in this category mainly include, merger and acquisition due diligence, audit, certification services not required for by law and regulations and consultations concerning financial accounting and reporting standards.\n\nTax fees include professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.\n\n \n\n179\n\n[Table of Contents](#TOC_TableofContent)\n\nAll other fees include products and services provided by the principal accountant, other than the services reported in Audit fees, Audit-related fees and Tax fees of this Item and consists primarily of fees billed for consultancy services related to IT and secretarial services that are permissible under applicable rules and regulations.\n\nPre-approval policies and procedures of the Internal Control Committee\n\nThe Board of Statutory Auditors has adopted a pre-approval policy for audit and non-audit services that set forth the procedures and the conditions pursuant to which services proposed to be performed by the principal auditors may be pre-approved. Such policy is applied to entities controlled (directly or indirectly) by Eni SpA as well as to jointly controlled entities that are material to the Eni Group. According to this policy, permissible services within the other audit services category are pre-approved by the Board of Statutory Auditors. The Board of Statutory Auditors approval is required on a case-by-case basis for those requests regarding: (i) audit-related services; and (ii) non-audit services to be performed by the external auditors which are permissible under applicable rules and regulations. In such cases, the Company’s Internal Audit Department is charged with performing an initial assessment of each request to be submitted to the Board of Statutory Auditors for approval. The Internal Audit Department periodically reports to Eni’s Board of Statutory Auditors on the status of both pre-approved services and services approved on a case-by-case basis rendered by the external auditors.\n\nDuring 2025 and 2024, no audit-related fees, tax fees or other non-audit fees were approved by the Board of Statutory Auditors pursuant to the de minimis exception to the pre-approval requirement provided by paragraph (c)(7)(i) (C) of Rule 2-01 of Regulation S-X.\n\n[Item 16D. Exemptions from the Listing Standards for Audit Committees](#TOC)\n\nMaking use of the exemption provided by Rule 10A-3(c)(3) for foreign private issuers, Eni has identified the Board of Statutory Auditors as the body that, starting from June 1, 2005, performs the functions required by the U.S. SEC rules and the Sarbanes-Oxley Act to be carried out by the audit committees of non-U.S. companies listed on the NYSE (see “Item 6 — Board of Statutory Auditors” above).\n\n \n\n[Item 16E. Purchases of equity securities by the issuer and affiliated purchasers](#TOC)\n\n \n\nEni’s Board of Directors, in execution of the authorization granted by the Eni Shareholders’ Meeting of May 14, 2025 directed the management to carry out a share buy-back program of the Eni's common shares for a total maximum of €3.5 billion through April 2026. As a part of the Board mandate, the management resolved to repurchase €1.8 billion worth of Eni’s shares. The purchases started on May 20, 2025 and ended on February 18, 2026 for a total amount of €1.8 billion.\n\n \n\n180\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nPeriod\n\n \n\nTotal number of shares purchased\n\n \n\nAverage weighted price paid per share\n\n \n\nTotal number of shares purchased as part of publicly announced plans or programs\n\n \n\nTotal purchase cost\n\n \n\nApproximate € value of Shares that may yet be purchased under the plans or programs\n\n \n\n \n\n \n\n \n\n€ per share\n\n \n\n \n\n \n\n(€ million)\n\n \n\n(€ million)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2025\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2 January - 31 January\n\n \n\n16,089,680\n\n \n\n13.67\n\n \n\n16,089,680\n\n \n\n220\n\n \n\n141\n\n3 February - 20 February\n\n \n\n10,108,091\n\n \n\n13.91\n\n \n\n10,108,091\n\n \n\n141\n\n \n\n0\n\nTotal as of February 20, 2025 (a)\n\n \n\n26,197,771\n\n \n\n13.79\n\n \n\n26,197,771\n\n \n\n361\n\n \n\n \n\nStart of the program May 20 - May 30, 2025\n\n \n\n6,939,908\n\n \n\n12.97\n\n \n\n6,939,908\n\n \n\n90\n\n \n\n1,710\n\n2 June - 30 June\n\n \n\n15,296,352\n\n \n\n13.73\n\n \n\n15,296,352\n\n \n\n210\n\n \n\n1,500\n\n1 July - 31 July\n\n \n\n16,150,368\n\n \n\n14.26\n\n \n\n16,150,368\n\n \n\n230\n\n \n\n1,270\n\n1 August - 29 August\n\n \n\n12,666,009\n\n \n\n14.98\n\n \n\n12,666,009\n\n \n\n190\n\n \n\n1,080\n\n1 September - 30 September\n\n \n\n9,091,390\n\n \n\n14.99\n\n \n\n9,091,390\n\n \n\n136\n\n \n\n944\n\n1 October - 31 October\n\n \n\n14,670,175\n\n \n\n15.25\n\n \n\n14,670,175\n\n \n\n224\n\n \n\n720\n\n3 November - 28 November\n\n \n\n9,321,703\n\n \n\n16.09\n\n \n\n9,321,703\n\n \n\n150\n\n \n\n570\n\n1 December - 30 December\n\n \n\n18,119,850\n\n \n\n16.00\n\n \n\n18,119,850\n\n \n\n290\n\n \n\n280\n\n2026\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2 January - 30 January\n\n \n\n10,821,022\n\n \n\n16.48\n\n \n\n10,821,022\n\n \n\n178\n\n \n\n102\n\n2 February - 18 February\n\n \n\n5,706,151\n\n \n\n17.82\n\n \n\n5,706,151\n\n \n\n102\n\n \n\n0\n\nTotal as of February 18, 2026\n\n \n\n118,782,928\n\n \n\n15.15\n\n \n\n118,782,928\n\n \n\n1,800\n\n \n\n \n\n(a) Share buy-back program of € 2 billion authorized by Eni's Shareholders’ Meeting of May 15, 2024 started on May 27, 2024 and ended on February 20, 2025.\n\n \n\n[Item 16F. Change in Registrant’s Certifying Accountant](#TOC)\n\nNot Applicable\n\n[Item 16G. Significant differences in Corporate Governance practices as per Section 303A.11 of the New York Stock Exchange Listed Company Manual](#TOC)\n\nCorporate Governance. Eni’s Governance structure follows the traditional model as defined by the Italian Civil Code which provides for two main separate corporate bodies, the Board of Directors and the Board of Statutory Auditors to whom management and monitoring duties are respectively entrusted. This model differs from the U.S. one-tier model in which the Board of Directors is the sole corporate body responsible for management, with an Audit Committee established within the Board performing monitoring activities. The following offers a description of the most significant differences between corporate governance practices adopted by U.S. domestic companies under the NYSE standards and those followed by Eni, including with reference to Corporate Governance Code approved by the Italian Corporate Governance Committee in January 2020 effective from January 1, 2021, which Eni has adopted on December 23, 2020 (the “Code”).\n\n \n\n181\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nIndependent Directors\n\nNYSE standards. In accordance with NYSE standards, the majority of the members on the Boards of Directors of U.S. companies must be independent. A Director qualifies as independent when the Board affirmatively determines that such Director does not have a material relationship with the listed company (and its subsidiaries), either directly, or indirectly. In particular, a Director may not be deemed independent if he or she or an immediate family member has a certain specific relationship with the issuer, its auditors or companies that have material business relationships with the issuer (e.g. he or she is an employee of the issuer or a partner of the Auditor). In addition, a Director cannot be considered independent in the three-year “cooling-off” period following the termination of any relationship that compromised a Director’s independence.\n\n \n\nEni standards. In Italy, the Consolidated Law on Financial Intermediation states that at least one of the Directors or two, if the Board is composed of more than seven members, must meet the independence requirements for Statutory Auditors of listed companies. In particular, a Director may not be deemed independent if he/she or an immediate family member has a relationship with the issuer, with its Directors or with the companies that control the issuer or are controlled by the issuer or are under the common control with the issuer that could influence the independence of judgment. For the purposes of such provisions, Decree-Law no. 95/2025, converted into Law no. 118/2025, stated that “companies” means exclusively entities, other than the State and public administrations, that hold shareholdings as part of their own business activity or for economic or financial purposes.\n\nEni’s By-laws require that at least one Director — if the Board has no more than five members — or at least three Directors — if the Board is composed of more than five members — must satisfy the independence requirements. The Corporate Governance Code provides for additional independence requirements, recommending that a significant number of non-executive directors is independent. In particular, in large companies other than those with concentrated ownership, like Eni, independent directors should account for at least half of the board. Independence is defined as not having currently or recently entered into, nor recently had, even indirectly, relations with the company or with subjects related to the latter, such as to condition their current autonomy of judgment. The Corporate Governance Code identifies the circumstances that jeopardise, or appear to jeopardise, the independence of a director. Immediately after the appointment of a Director who qualifies as independent and subsequently, upon the occurrence of circumstances that concern the independence and in any case at least once a year, the Board of Directors assesses the independence of the Director. The Board of Statutory Auditors verifies the correct application of the criteria and procedures adopted by the Board of Directors to evaluate the independence of its members. The Board of Directors shall disclose to the market the outcome of its assessment, immediately after the appointment, through a specific press release and, later, in the Annual Corporate Governance Report. In accordance with Eni’s By-laws, if a Director, who qualifies as independent, does not or no longer satisfies the independence requirements established by law, the Board declares the Director disqualified and provides for their substitution. Directors shall notify the Company if they should no longer satisfy the independence and integrity requirements or if cause for ineligibility or incompatibility should arise.\n\nMeetings of non-executive Directors\n\nNYSE standards. Non-executive Directors, including those who are not independent, must meet on a regular basis without the executive Directors. In addition, if the group of non-executive Directors includes Directors who are not independent, independent Directors should meet separately at least once a year.\n\nEni standards. Pursuant to Corporate Governance Code, independent Directors shall meet at least once a year in the absence of the other Directors.\n\nOn May 11, 2023, the Board of Directors of Eni confirmed Raphael Louis L. Vermeir Lead Independent Director. Pursuant to Italian Corporate Governance Code, the Lead Independent Director collects and coordinates the requests and contributions of non-executive directors and, in particular, of independent ones and coordinates the meetings of the independent directors.\n\nDuring 2025, the independent Directors, coordinated by the Lead Independent Director, met on September 15 and, taking into account the frequency of board meetings, had further informal meeting opportunities on these occasions to exchange views, pursuant to the Corporate Governance Code recommendations.\n\nAudit Committee\n\nNYSE standards. Listed U.S. companies must have an Audit Committee that satisfies the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 and that complies with the provisions of the Sarbanes-Oxley Act and of Section 303A.07 of the NYSE Listed Company Manual.\n\n \n\n182\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEni standards. At its Meeting of March 22, 2005, the Board of Directors, as permitted by the rules of SEC applicable to foreign issuers listed on regulated U.S. markets, assigned to the Board of Statutory Auditors, effective from June 1, 2005 and within the limits set by Italian law, the functions specified and the responsibilities assigned to the Audit Committee of such foreign issuers by the Sarbanes-Oxley Act and the SEC rules (see “Item 6 — Board of Statutory Auditors” earlier). Under Section 303A.07 of the NYSE Listed Company Manual, audit committees of U.S. companies have additional functions and duties which are not mandatory for non-U.S. private issuers and which are therefore not included in the list of functions reported in “Item 6 — Board of Statutory Auditors”.\n\nNominating/Corporate Governance Committee\n\nNYSE standards. U.S. listed companies must have a Nominating/Corporate Governance Committee (or equivalent body) composed entirely of independent Directors whose functions include, but are not limited to, selecting qualified candidates for the office of Director for submission to the Shareholders’ Meeting, as well as developing and recommending corporate governance guidelines to the Board of Directors. This provision is not binding for non-U.S. private issuers.\n\nEni standards. Pursuant to the Code, the Board of Directors shall establish among its members a nomination committee the majority of whose members shall be independent Directors. The Nomination Committee of Eni is made up of three to four Directors, a majority of whom shall be independent in accordance with the recommendations of the Code. On May 11, 2023, the Board of Directors of Eni established the Nomination Committee, chaired by Carolyn Adele Dittmeier (independent Director) and composed of Elisa Baroncini (independent Director) and Massimo Belcredi (independent Director).\n\nFurther details on this Committee are reported in the Item 6.\n\nRemuneration Committee\n\nNYSE standards. U.S. listed companies must have a Remuneration Committee composed entirely of independent Directors who must satisfy the independence requirements provided for its members. The Remuneration Committee must have a written charter that addresses the Committee’s purpose and responsibilities within the limit set forth by the listing rules. The Remuneration Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by it. These provisions are not binding for non-U.S. private issuers.\n\nEni standards. Pursuant to the Corporate Governance Code, the Board of Directors shall establish among its members a Remuneration Committee made up of three to four non-executive Directors, all of whom shall be independent or, alternatively, a majority of whom shall be independent. In the latter case, the Chairman of the Committee shall be chosen from among the independent Directors. At least one of the Committee’s members shall have adequate knowledge and experience in financial matters or remuneration policies. First established by the Board of Directors in 1996, the Remuneration Committee is currently chaired by Director Massimo Belcredi (independent Director). The other members include Directors Cristina Sgubin, and Raphael Louis L. Vermeir, both independent Directors. Two out of three directors possess knowledge and experience in financial matters or remuneration policies. The composition and functions of the Remuneration Committee are outlined in the committee charter (“Rules”) available on the Company’s website.\n\nFurther details on this Committee are reported in the Item 6.\n\nCode of Business Conduct and Ethics\n\nNYSE standards. The NYSE listing standards require each U.S. listed company to adopt a Code of Business Conduct and Ethics for its Directors, Officers and employees, and to promptly disclose any waivers of the code for Directors or Executive Officers.\n\nEni standards. The Board of Directors of Eni, at its meetings of December 15, 2003 and January 28, 2004, approved an organizational, management and control model pursuant to Italian Legislative Decree No.231 of 2001 (hereinafter “Model 231”) and established the associated 231 Supervisory Body of Eni SpA, with the role of supervising the effectiveness of Model 231 and of assessing its suitability to prevent crimes provided in the Italian Legislative Decree No. 231 of 2001.\n\nThe Model 231 was most recently updated by resolution of the Board of Directors, in the meeting of June 26, 2025, taking into account the experience gained, amendments to Legislative Decree no. 231/2001, and the corporate organizational changes of Eni SpA.\n\n183\n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nThe autonomy and independence of the 231 Supervisory Body are guaranteed by the position recognized to it within the organizational structure of the Company, and by the requisites of independence, good standing and professionalism of its members.\n\nFurthermore, the Board of Directors, in its meeting of March 18, 2020, approved the new version of Eni’s Code of Ethics, that has been updated to become a modern and effective Charter of Values, designed to inspire and guide the conduct of all members of the administrative and control bodies and employees of Eni and its stakeholders.\n\nEni’s Code of Ethics sets out a clear definition of the value system that Eni recognizes, accepts and upholds and the responsibilities that Eni assumes internally and externally in order to ensure that all its business activities are conducted in compliance with the law, in a context of fair competition, with honesty, integrity, correctness and in good faith, respecting the legitimate interests of all the stakeholders with whom Eni interacts on an ongoing basis. These include shareholders, employees, suppliers, customers, commercial and financial partners, and the local communities and institutions of the countries where Eni operates. All Eni personnel, without exception or distinction, starting with Directors, senior management and members of the Company’s bodies, as also required under SEC rules and the Sarbanes-Oxley Act, are committed to observing and enforcing the principles set out in the Code of Ethics in the performance of their functions and duties.\n\n[Item 16H. Mine safety disclosure](#TOC)\n\nNot applicable since Eni does not engage in mining operations.\n\n[Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#TOC)\n\nNot applicable."}