Published on Mag 11, 2026 - The Italian text prevails over the English translation.
Ordinafg and Extfaofdinarg Shareholdefs' Meeting - Mag 6, 2026
Summafg report of the votes
as of art. J 25-quaker, par. 2, Legislative Decree no. 58, of February 21, 1998
(ordinary part)
Item 1 on the agenda: Eni S.p.A. financial statements at December 31, 2025. Related resolutions. Presentation of consolidated financial statements at December 31, 2025. Reports of the Directors, the Board of Statutory Auditors and the Audit Firm.
Resolution: Shareholders' Meeting resolved to approve the statutory financial statements at December II, 2025 of Eni S.p.A., which report a net profit amounting to € 1,129,299,311.78.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,05?,? ? 5,0? 5 | 67.078169 | 996é0269 |
Against | 5,657,969 | 0.? 86856 | 0.277563 |
Abstentions | ?,674,967 | 0.0555? 6 | 0082J69 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Item 2 of the agenda: Allocation of net profit.
Resolution: Shareholders' Meeting resolved to allocate the net profit for the period of €1,129,299,311.78 to the available reserve.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,010,271,962 | 66.389821 | 98.617772 |
Against | 27,158,100 | 0.9068? 2 | J.]470 0 |
Abstentions | 7J7,889 | 0.023708 | 0.0]52J7 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Itern 3 of the agenda: Determination of the number of members of the Board of Directors.
Resolution: Shareholders' Meeting set the number of Directors to be appointed bg the Shareholders' Meeting at
nine.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,037,827,763 | 67299860 | 99969575 |
Against | é2,883 | 0.00 é46 | 0.00240é |
Abstentions | 577,505 | 0.0? 9066 | 0.028]2 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Item 4 of the agenda: Determination of the Directors' term of office.
Resolution: Shareholders' Meeting set the term of the office of the Directors to be appointed to three financial gears, this term expiring on the date of the Shareholders' Meeting called to approve Eni's financial statements for the gear ended on December II, 2028.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,032,58,809 | 67.J20005 | 99.7024 4 |
Against | 5,488,405 | 0.? 8? 256 | 0.269244 |
Abstentions | 577,759 | 0.0? 9080 | 0.028]€2 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Item 5 of the agenda: Appointment of the Directors.
Resolution: Shareholders' Meeting appointed as Directors:
Giuseppina Di Foggia (')*;
Claudio Descalzi (')j
Stefano Cappiello (')*;
Carolgn Adele Dittmeier(2)*;
Benedetta Fiorini (')*j
Emma Marcegaglia (')*;
Matteo Petrella (')*
Cristina Sgubin
Raphael Louis L. Vermeir(2)*.
(') Drawn from the slate of candidates submitted bg the shareholder Ministry of Economy and Finance, owning, directly, the 2.166% of the Eni S.p.A. share capital, voted bg the majority of the shareholders who have participated in the Shareholders' Meeting.
(2) Drawn from the slate of candidates submitted bg a group of shareholders composed of asset management companies and other institutional investors, owning, jointly, approximately the 0.92% of the Eni S.p.A. share capital.
(') Drawn from the slate of candidates submitted bg Romano Minozzi and his subsidiaries, owning, jointly, approximatel g the 3.27% of the Eni S.p.A. share capital.
* Candidate who declared to hold the independence requirements provided bg the law (Article 118 of the Consolidated Law on Financial Intermediation), as well as bg the Corporate Governance Code.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
Votes in favour to the slate filed bg the Ministry of Economy and Finance (Slade 1) | ,0é7,]J3,7é0 | 54.587844 | 5 ? .577998 |
Votes in favour to the slate filed bg a group of shareholders composed of asset management companies and other institutional investors (Slate 2) | 67 3,294,567 | 22.? 69700 | 52.95? 65? |
Votes in favour to the slate filed bg Romano Minozzi and his subsidiaries (Sta te 3) | 511,116,117 | 10.371779 | |
Against all the slates | 2,811,61 1 | 0.0938é5 | 0?69é0 |
Abstentions | 2,85 ?,585 | 0.094J74 | 0 59890 |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 0 | ||
I tern 6 of the agenda: Appointment of the Chairman of the Board of Directors.
Resolution: Shareholders' Meeting appointed Giuseppina Di Foggia as Chairman of the Board of Directors.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,022,863,087 | 66.8056é7 | 99.235é5é |
Against | 4,555,3 25 | 0 é3829 | 0.2J]6é9 |
Abstentions | 44,229,739 | 0.]70865 | 0.550897 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Item 7 of the agenda: Determination of the remuneration of the Chairman of the Board of Directors and the Directors.
Resolution: Shareholders' Meeting set the annual remuneration of the Chairman of the Board of Directors and of the other Directors at 90,000 euro and 80,000 euro pre-tax, respectively, in addition to the reimbursement of expenses for carrying out the assignment.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,027,405,795 | 66.9é576é | 99.445589 |
Against | 7,826,265 | 0.258465 | 0]8]93] |
Abstentions | 5,5 ? 5,89? | 0.116113 | 0.J72é79 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Itern 8 of the agenda: Appointment of the Statutorg Auditors.
Resolution: Shareholders' Meeting appointed Sta tu torg Auditors selling the term of office to three financial gears, expiring on the daie of the Shareholders' Meeting convened to approve Eni's financial statemen ts for the gear ended on December 31, 2028. The Sta tu torg Auditors are:
Francesco Fallacara, Standing Auditor(2)*;
Marcella Caradonna, Standing Auditor(1)*j
Andrea Parolini, Standing Auditor (')*j
Maria Francesca Talamonti, Standing Auditor(2)*;
Mauro Zanin, Standing Auditor (')*j
Giulia De Martino, Altern ate Auditor (')*j
Nadia Fontana, Alterna ie Auditor(2)*.
(') Drawn from the slate of candidates submitted bg the shareholder Ministry of Economy and Finance, owning, directly, the 2.166% of the Eni S.p.A. share capital, voted bg the majority of the shareholders who have participated in the Shareholders' Meeting.
(2) Drawn from the slate of candidates submitted bg a group of shareholders composed of asset management companies and other Institutional Investors, owning, jointly, approximately the 0.92% of the Eni S.p.A. share capital.
* Candidate who declared to hold the independence requirements provided bg the law (Article 118 of the Consolidated Law on Financial lntermediation) as well as bg the Corporate Governance Code.
Vote resulI
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
Votes in favour to the slate filed bg the Ministry of Economy and Finance (Slade 1) | 1,813,176,931 | 60.881567 | 90.135520 |
Votes in favour to the slate filed bg a group of shareholders composed of asset management companies and other Institutional Investors (Slate 2) | 182,901,129 | 6.0é0é63 | 8.9727J5 |
Against all the slates | 5,905,? 65 | 0428969 | 0.191575 |
Abstentions | 8,161,723 | 0.269513 | 0.100389 |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 0 | ||
Itern 9 of the agenda: Appointment of the Chairman of the Board of Statutory Auditors.
Resolution: Shareholders' Meeting appointed as Chairman of the Board of Statutory Auditors Francesco Fallacara, Standing Auditor drawn from the minority list.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | ?,054,958,275 | 31.179110 | 00.000000 |
In favour | 940,928,€52 | ] .07€€38 | 90.916581 |
Against | é0],7]] | 0.013353 | 0.0]90 0 |
Abstentions | 95,606,088 | 5.093 569 | 9.0€4606 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | ?,005,509,678 | ||
I tern 10 of the agenda: Determination of the remuneration of the Chairman of the Board of Statutory Auditors and of Standing Statutory Auditors.
Resolution: Shareholders' Meeting set the annual remuneration of the Chairman of the Board of Statutory Auditors and of the effective Statutory Auditors at 85,000 euro and 75,000 euro pre-tax, respectively, in addition to the reimbursement of expenses for carrying out the assignment.
Vote resulI
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,03],733,2]2 | 67.161637 | 99.7687J0 |
Against | 1 51,511 | 0.004998 | 0.007é2é |
Abstentions | 4,565,578 | 0.? 50707 | 0.22]865 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Itern 11 of the agenda: Approval of the 2026-2028 Long-Term Incentive Plan and disposal of Eni treasury shares to serve the plan.
Resolution: Shareholders' Meeting, pursuant to and for the purposes of Article 111-bis of the Consolidated Law on Financial Intermediation and ofl Article 2357-ter of the Italian Civil Code, resolved:
the approval of the 2026-2028 Long-Term Incentive Plan for the management, granting the Board of Directors the powers needed to execute the resolution;
the authorisation granted to the Board of Directors to dispose of up to 15.1 million treasury shares to serve the implementation of the Plan, authorising for this purpose the disposal of the shares already held in the portfolio and free from restrictions.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | ?,627,? 52,775 | 55.757 3 98 | 79.825 3 2? |
Against | 398,979,788 | JlJ76é25 | ? 9.572724 |
Abstentions | 42,]45,]90 | 0.4067 39 | 0.60€45J |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Item 1 2 of the agenda: Report on remuneration policg and remuneration paid: Section I - 2026 remuneration policg.
Resolution: Shareholders' Meeting approved the first section of the Remuneration Report, which explains the 2026 Policg for the remuneration of the Directors, the General Managers, the other managers with strategic responsibilities and, without prejudice to the provisions of Art. 2102 of the Italian Civil Code, of the Statutory Auditors and the procedures used for the adoption and implementation of this policg.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | ?,624,60?,590 | 55.652944 | 79697968 |
Against | 101,692,890 | 41266026 | 49.705820 |
Abstentions | 1 2,153,171 | 0é04372 | 0.596212 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Itern 13 of the agenda: Report on remuneration policg and remuneration paid: Section II - remuneration paid in
2025.
Resolution: Shareholders' Meeting resolved in favour of the second section of the Remuneration Report, which explains the remuneration paid in 2025 to the Directors, Statutory Auditors, General Managers and, in aggregate form, to other managers with strategic responsibilities.
Vote resulI
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | ?,655,5 ? 7,404 | 5 4.607897 | 8L446é89 |
Against | 585,? 54,555 | 1 2.653791 | 18.796585 |
Abstentions | 1,776,01 1 | 0.058655 | 0.087J26 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
I tern 1 4 of the agenda: Authorisation for the purchase and disposal of treasury shares; related and consequent resolutions.
Resolution: Shareholders' Meeting resolved:
the authorisation granted to the Board of Directors - pursuant to and for the purposes ofl Article 2357 of the Italian Civil Code - to proceed with the purchase of treasury shares of the Company, in multiple branches, for a period up to the end of April 2027, up to a maximum of no. 303,000,000 ordinary shares for a total outIag of up to € 1 billion, of which:
up to a maximum of no. 297,900,000 shares for the purpose of remunerating Shareholders;
up to a maximum of no. 5,100,000 shares allocated to serve the LTI Plan;
the purchases shall be made in compliance with with all applicable laws and regulations and market practices, at a price which in ang case shall not be more than 10% lower or greater than the official price registered bg the Eni S.p.A.'s stock in the trading session of the Euronext Milan on the dag before each individual transaction;
the Shareholders' Meeting conferred on the Board of Directors - with the authority to delegate to the Chief Executive Officer and for the latter to sub-delegate - the powers necessary to execute the relevant resolutions;
the authorisation granted to the Board of Directors - pursuant to and for the purposes of Art. 2357 of the Italian Civil Code - to proceed with the disposal, at one or more times, of all or part of the treasury shares acquired to serve the LTI Plan, and with the disposal in excess of those actually used for the LTI Plan, for the purposes of ang further incentive plans approved bg the Shareholders' Meeting and/or for other purposes permitted bg law, in accordance with the procedures, terms and conditions deemed appropriate in the Company's interests.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,028,678,791 | 66.997712 | 99.520755 |
Against | 9,272,é62 | 0]06226 | 0.éSé879 |
Abstentions | 196,698 | 0.046é0é | 0.02€]66 |
Shares represented at the Shareholders' Meeting for which no voting instrunctions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Item 15 of the agenda: Use of available reserves for and in place of the 2026 dividend.
Resolution: Shareholders' Meeting resolved in accordance with the Shareholders' Remuneration Policg, approved bg the Board of Directors of Eni S.p.A. on 18 March 2026:
to approve the distribution for and in place of the payment of the dividend relating to financial gear 2026 of a sum of € 1.1 per share in the months of September 2026 (€ 0.27 per share), November 2026 (€ 0.27 per share), March 2027 (€ 0.28 per share) and May 2027 (€ 0.28 per share), using the available reserves, making use, if necessary or appropriate and in the interest of the Shareholders, of the amount of the revaluation reserve ex Lege 312/2000;
to delegate the Board of Directors to implement the above resolutions, verifying from time to time the existence of the legal conditions for the purposes of distributing the reserve.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,005,740,690 | 66.2é0J75 | 98.595482 |
Against | 26,098,081 | 0.861897 | f 280292 |
Abstentions | 6,609,? 80 | 0.218270 | 0.]2é226 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Itern 16 of the agenda: Use of available reserves for the distribution of an extraordinary dividend.
Resolution: Shareholders' Meeting resolved to approve the possible distribution of an extraordinary dividend, as set out in the Report of the Board of Directors, authorising, for the purposes of its payment, the use of available reserves, also using, when necessary or appropriate in the interests of the Shareholders, the amounts in the revaluation reserve pursuant to Law 512/2000, delegating to the Board of Directors the power to implement this, subject to verification that the relevant legal conditions are met, as well as those provided for this purpose bg the Shareholders Remuneration Policg.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,005,767,558 | 66.24? 062 | 98596800 |
Against | 26,077,667 | 0.861223 | f 279290 |
Abstentions | 6,602,726 | 0.2? 8057 | 0.]2]909 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
(extraordinary part)
Itern 17 of the agenda: Reduction and use of the reserve pursuant to Law no. 342/2000 for and in place of the 2026 dividend.
Resolution: Shareholders' Meeting resolved, in relation to the aforementioned resolutions on the ordinary and extraordinary dividend:
to approve the reduction - with the methods and terms set out in Art. 2115 of the Italian Civil Code - of the
"Revaluation reserve pursuant to law 312/2000" in the amount of € 2,839,616,320.98;
to delegate the Board of Directors to implement the above resolutions, verifying from time to time the existence of the legal conditions for the purpose of distributing the reserve.
Vote resulI
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,005,748,466 | 66.2é0é32 | 98.395861 |
Against | 26,080,597 | 0.861519 | 4.279é34 |
Abstentions | 6,618,888 | 0.218591 | 0.]24702 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||
Item 18 of the agenda: Cancellation of the treasury shares to be purchased under the terms of the authorisation pursuant to item 14 on the agenda of the ordinary part, without reduction of the share capital, and consequent amendments to Article 5 of the Bg-laws; related and consequent resolutions.
Resolution: Shareholders' Meeting resolved to authorise the Board of Directors to cancel up to a maximum of no. 297,900,000 treasury shares with no nominal value, which will be purchased on the basis of the authorisation of the Shareholders' Meeting in ordinary session for the purpose ofl remunerating Shareholders, and to approve the consequent amendment of Art. 5 of the Bg-laws, granting the Board of Directors - with the authority to delegate to the Chief Executive Officer and for the latter to sub-delegate - all powers necessary to execute the resolution.
Vote result
Number of shares | % Share capital | % Voting Share capital in attendance to the Meeting | |
Shares represented at the Shareholders' Meeting for which voting instructions have been granted (counted for the purposes of calculating quorum) | 2,058,447,95 ? | 67.]203é2 | 00.000000 |
In favour | 2,027,20,046 | 66.948908 | 99ñ48260 |
Against | 0,7é7,70 | 0.554946 | 0.5272é9 |
Abstentions | é99,25é | 0.016187 | 002éé94 |
Shares represented at the Shareholders' Meeting for which no voting instructions have been granted (ignored for the purposes of calculating quorum) | 0 | ||