Eni Corporate Governance and Shareholding Structure Report 2018 Mission We are an energy company. We are working to build a future where everyone can access energy resources efficiently and sustainably. Our work is based on passion and innovation, on our unique strengths and skills, on the quality of our people and in recognising that diversity across all aspects of our operations and organisation is something to be cherished. We believe in the value of long term partnerships with the countries and communities where we operate. Eni Corporate Governance and Shareholding Structure Report 2018* Approved by the Board of Directors on March 14, 2019 (*) The Report is published in the “Governance” section of the Company website eni.com. The Italian text prevails over the English version. 4 Corporate Governance and Shareholding Structure Report 2018 This Report, approved by the Board of Directors of Eni SpA on March 14, 2019, provides a broad and comprehensive overview of the Corporate Governance system adopted by Eni SpA (hereinafter referred to as “Eni” or the “Company”). In compliance with the applicable legal1 and regulatory requirements, and taking account of the guidelines and recommendations of Borsa Italiana SpA (hereinafter “Borsa Italiana”) this Report provides information on Eni’s ownership structure and on its compliance with the Corporate Governance Code for listed companies2, as most recently updated in July 2018 (“Corporate Governance Code”), explaining the choices made in implementing the corporate governance principles and on the corporate governance practices actually instituted. The Corporate Governance Code is available to the public on the Corporate Governance Committee’s website as well as3 in the Governance section of Eni’s website (www.eni.com) with a description of the governance solutions adopted by Eni. Furthermore, the Management Report, which is a part of the 2018 Annual Report4, contains a section entitled “Governance”, which describes Eni’s Corporate Governance system with an integrated view of the creation of sustainable value through business support. Finally, for a more detailed treatment of compensation matters, please refer to the Remuneration Report5, approved by the Board on March 14, 2019 and published simultaneously with this Report. The information contained in this Report refers to 2018 and, with respect to certain issues, is up-to- date as of the date of the meeting of the Board of Directors called to approve it. This Report, which is published in the “Governance” section of the Company’s website www.eni.com, consists of three section: the first describes Eni’s profile, structure and values; the second focuses on information on the ownership structure; and the third analyses and provides information on corporate governance, specifically compliance with the Corporate Governance Code, on the main features of the Internal Control and Risk Management System, including with regard to the financial reporting process and, more generally, the primary governance practices followed. (1) Art. 123-bis of Legislative Decree No. 58/1998 (Consolidated Law on Financial Intermediation). (2) The Code was produced by the Corporate Governance Committee sponsored by Abi, Ania, Assonime, Assogestioni, Borsa Italiana and Confindustria. More information on the various editions of the Code and the composition of the Committee can be found on Borsa Italiana’s website. (3) Available at: http://www.borsaitaliana.it/comitato-corporate-governance/codice/codice.en.htm (4) Available at the “Publications” section of the Company’s website. (5) This is the Report envisaged by Art. 123-ter of the Consolidated Law on Financial Intermediation, published on Eni website with this Report in the manner required by Art. 84-quater of Consob Resolution No. 11971 of May 14, 1999, as amended (“Consob Issuers’ Regulation”). 5 ENI: PROFILE, STRUCTURE AND VALUES Profile and structure Eni is a company that issues shares listed on the electronic stock exchange (Mercato Telematico Eni’s mission Azionario) operated by Borsa Italiana SpA and securities traded on the New York Stock Exchange We are an energy company. (NYSE) in the United States. We are working to build a future where everyone can access Eni is an energy company with operations in 67 Countries and a workforce of 31,701 (10,699 energy resources efficiently and abroad)6, the Company operates in oil, natural gas, and energy in general. sustainably. Our work is based on passion and innovation, on our Starting from May 28, 2014, the Board redefined the Company’s organisational structure, replacing the unique strengths and skills, divisional model with an integrated operational model built around business lines, each specialising in on the quality of our people and a business and responsible for achieving performance and operating targets for its segment, as well in recognising that diversity as achieving excellence in key competencies. across all aspects of our operations and organisation is More specifically, Eni operates the following: something to be cherished. - business lines We believe in the value of (i) Exploration responsible for the management of exploration portfolio, strategic exploration long-term partnerships with the studies, exploration and delineation projects and geological and geophysical studies and Countries and communities specialist services; where we operate (ii) Development, Operations & Technology responsible for carrying out industrial asset development projects and operations technical support, managing R&D activities and upstream procurement; (iii) Energy Solutions responsible for the development of the renewable energy business: new projects, asset management and sales; (iv) Upstream responsible for business development activities, management of upstream activities directly carried out and monitoring of those not directly carried out; (v) Gas & LNG Marketing and Power responsible for managing the Gas, LNG & Power portfolio, commercial development of gas, power and LNG equity projects, sale of Gas, LNG and Power to large customers, management of commodity price risk, trading, oil and gas transport also through pipelines, energy generation operations, regulatory issues; (vi) Refining & Marketing responsible for the supply, refining, production, distribution and sale of petroleum products and lubricants, licensing out, procurement for industrial activities and logistics in the downstream sector, as well as for environmental reclamation (acting through the company Syndial); - companies - Eni gas e luce7, for sales of gas, electricity and services to retail and business customers in Italy and Europe; - Versalis, for the production and sale of petrochemical products (basic chemistry, polyethylene, styrenes, elastomers), green chemistry and sale of licenses on technologies and know-how. The business lines are assisted by business support functions reporting to the Chief Executive Officer, whose services are centralised to ensure quality and efficiency. These functions include: (i) the units that report to the Chief Financial Officer, the Chief Services & Stakeholder Relations Officer and the Chief Digital Officer8; (ii) Corporate Affairs and Governance, Legal Affairs, International Affairs, External Communication, Integrated Compliance, Commercial Negotiations9 Departments and Integrated Risk Management unit. Lastly, the Head of the Internal Audit Department (who oversees checks, analysis, assessments and recommendations concerning the design and operation of Eni’s internal control and risk management system) and the Board Secretary and Corporate Governance Counsel (Company Secretary) report to the Board of Directors and, on its behalf, to the Chairman. The chart below shows Eni’s activities10. (6) Figures at December 31, 2018. (7) Since July 1st, 2017. (8) Since September 18, 2018. (9) Since January 1st, 2019. (10) For more information, please refer to the “Company” section of the Company’s website and the Annual Report. 6 ENI: PROFILE, STRUCTURE AND VALUES Activities Eni engages in oil and natural gas exploration, field development and production, mainly in Italy, Algeria, Angola, Congo, the United Arab Emirates, Egypt, Ghana, Libya, Mozambique, Nigeria, Norway, Oman, Kazakhstan, the UK, the United States, overall in 43 Countries. Eni sells gas, electricity, LNG and oil products in the European and extra-European markets, also leveraging on trading activities. Products availability is ensured by oil and gas production in the upstream business, long-term gas supply contracts, CCGT power plants, Eni’s refinery system as well by Versalis’ chemical plants. The supply of commodities is optimized through trading activity. Integrated business units enable the company to capture synergies in operations and reach cost efficiencies. REFINERIES AND PETROCHEMICAL PLANTS FUEL (traditional and green) BIOFUEL OFFSHORE INTERNATIONAL CHEMICAL TRADING PRODUCTS & SHIPPING OIL AND GAS BIOBASED MARKETS CHEMICALS DEVELOPING OIL EXPLORATION AND GAS FIELDS TRANSMISSION NETWORK LUBRICANTS LIQUEFYING GAS RIGASSIFYING LNG ONSHORE GAS AND POWER B2B RENEWABLE ENERGY POWER PRODUCTION GENERATION B2C ENI WORLDWIDE PRESENCE 7 18 7 16 3 13 6 1 11 5 3 67 Countries 14 E&P G&P R&M&C At December 31, 2018, Eni controlled 213 companies in Italy and abroad11. (11) Reference is made to consolidated subsidiaries. ENI: PROFILE, STRUCTURE AND VALUES 7 Eni Corporate Governance and Shareholding Structure Report Report Structure and Shareholding Governance Corporate Principles and values. The Code of Ethics