Obligation Eni Spa 3.25% ( XS0951565091 ) en EUR

Eni Spa

100.001 % ▲

Italie

XS0951565091 ( en EUR )

3.25% par an ( paiement annuel )

10/07/2023 - Obligation échue

Prospectus brochure de l'obligation Eni Spa XS0951565091 en EUR 3.25%, échue

100 000 EUR

1 000 000 000 EUR

L'Obligation émise par Eni Spa ( Italie ) , en EUR, avec le code ISIN XS0951565091, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/07/2023

FINAL VERSION
Debt Issuance Programme Base Prospectus dated 5 October 2023

Eni S.p.A.
(incorporated with limited liability in the Republic of Italy)
as Issuer
Euro 20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME FOR THE ISSUANCE OF NOTES WITH A MATURITY OF MORE
THAN 12 MONTHS FROM THE DATE OF ORIGINAL ISSUE
Under the Euro Medium Term Note Programme (the "Programme") described in this Debt Issuance Programme Base Prospectus (the "Base Prospectus"), Eni S.p.A. ("Eni", the "Company" and the "Issuer"), in
accordance with the Distribution Agreement (as defined on page 160) and the Agency Agreement (as defined on page 66) and subject to compliance with all relevant laws, regulations and directives, may from time to
time issue Euro Medium Term Notes (the "Notes"). Notes issued under the Programme will constitute obbligazioni pursuant to Article 2410 et seq. of the Italian Civil Code. The aggregate nominal amount of Notes
outstanding will not at any time exceed euro 20,000,000,000 (or the equivalent in other currencies).
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority under the Luxembourg Act dated 16 July 2019 (the "Luxembourg
Prospectus Act") relating to prospectuses for securities, for the approval of this Base Prospectus as a base prospectus for the purpose of Article 8 of Regulation (EU) 1129/2017, as amended or superseded (the "Prospectus
Regulation"). Pursuant to article 6(4) of the Luxembourg Prospectus Act, by approving this prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the Notes to be issued hereunder or
the quality or solvency of the Issuer.
Application has also been made to the Luxembourg Stock Exchange for the Notes described in this Base Prospectus to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be
admitted to trading on the regulated market of the Luxembourg Stock Exchange during the period of 12 months after the date hereof. The Luxembourg Stock Exchange's regulated market is a regulated market for the
purpose of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments ("MiFID II"). The Programme also permits Notes to be issued on the basis that they will not be
admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges
and/or quotation systems. The relevant Final Terms (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the regulated
market of the Luxembourg Stock Exchange and/or such other listing authority, stock exchange and/or quotation system, as the case may be, on or before the date of issue of the Notes of each Tranche (as defined on page
10).
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The CSSF assumes no responsibility for the economic and financial soundness of the transactions
contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 6(4) of the Luxembourg Prospectus Act and the CSSF only approves this Base Prospectus as meeting the standards
of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this
Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.
This Base Prospectus shall be valid for admission to trading of Notes on a regulated market for the purposes of MiFID II for 12 months after the approval by the CSSF and shall expire on 5 October 2024, provided that
it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a material inaccuracy relating to the information included
(including incorporated by reference) in this Base Prospectus which may affect the assessment of the Notes. After such date, the Base Prospectus will expire and the obligation to supplement this Base Prospectus in the
event of significant new factors, material mistakes or material inaccuracies will no longer apply.
The minimum denomination of all Notes issued under the Programme shall be euro 100,000 and integral multiples of euro 1,000 in excess thereof (or its equivalent in any other currency as at the date of issue of the
Notes).
Each Series (as defined on page 9) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each, a "temporary Global Note") or a permanent global note in bearer form (each, a
"permanent Global Note" and, together with the temporary Global Note, the "Global Notes"). Notes in registered form will be represented by registered certificates (each a, "Certificate"), one Certificate being issued
in respect of each Noteholder's (as defined herein) entire holding of Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global certificates ("Global Certificates").
If a Global Certificate is held under the New Safekeeping Structure (the "NSS"), the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear
and Clearstream, Luxembourg. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original issue date of the
relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") (the "Common Depositary").
Global Notes which are not issued in NGN form ("CGNs") and Global Certificates which are not held under the NSS may (or in the case of Notes listed on the Luxembourg Stock Exchange, will) be deposited on the
issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg. The provisions governing the exchange of interests in Global Notes for other Global Notes and
Definitive Notes (as defined on page 116) are described in "Overview of Provisions Relating to the Notes while in Global Form".
The Programme has been rated "A-" by S&P Global Ratings Europe Limited ("Standard & Poor's"), "Baa1" by Moody's Deutschland GmbH ("Moody's") and "A-" by Fitch Ratings Ireland Limited ("Fitch"). Standard
& Poor's, Moody's and Fitch are established in the European Union (the "EU") and registered under Regulation (EC) No 1060/2009 (as amended) on credit rating agencies, as amended (the "EU CRA Regulation"), as
set out in the list of credit rating agencies registered in accordance with the CRA Regulation published on the website of the European Securities and Markets Authority ("ESMA") at http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs, pursuant to the EU CRA Regulation. Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such ratings may not necessarily be
the same as the ratings assigned to the Programme and shall be specified in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction
or withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied for in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the
EU and registered under the EU CRA Regulation, or by a credit rating agency established in the United Kingdom (the "UK") and registered under Regulation (EC) No 1060/2009 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK CRA Regulation" and, together with the EU CRA Regulation, the relevant "CRA Regulation") will be disclosed in the relevant Final Terms.
The amount of interest payable under Floating Rate Notes will be calculated by reference to benchmarks including (i) the Euro Interbank Offered Rate ("EURIBOR"), (ii) the sterling overnight index average rate
("SONIA"), (iii) the secured overnight financing rate ("SOFR") and (iv) the Daily Euro Short-term Rate (the "STR"), as specified in the relevant Final Terms. As at the date of this Base Prospectus the European Money
Markets Institute (as administrator of EURIBOR) is included in register of administrators maintained by ESMA under Article 36 of the Regulation (EU) No. 2016/1011 (the "EU Benchmark Regulation"). Furthermore,
as far as the Issuer is aware, the administrators of SONIA, SOFR and STR are not required to be registered by virtue of Article 2 of the EU Benchmark Regulation (or of the EU Benchmark Regulation as it forms part
of UK domestic law by virtue of the EUWA (the "UK Benchmark Regulation"), as the case may be). Similarly, third country benchmarks already used in the EU prior to 31 December 2023 can still be used in the EU
as a reference for financial instruments, financial contracts, or for measuring the performance of an investment fund before that date.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. The Base Prospectus does not describe all of the risks of an investment in the
Notes.
The issue price and the amount of the relevant Notes will be determined at the time of the offering of each Tranche based on then prevailing market conditions.
Arranger for the Programme
Goldman Sachs International
Dealers

Barclays
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
IMI Intesa Sanpaolo
J.P. Morgan
Morgan Stanley
Santander Corporate & Investment Banking
UniCredit
1

FINAL VERSION
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation. For the avoidance of doubt, when used in this Base Prospectus, references to
"Prospectus Regulation" means Regulation (EU) 2017/1129, as amended, and "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA. For the avoidance of doubt, this Base Prospectus has been approved by the CSSF, as
competent authority under the Prospectus Regulation and not as competent authority under the UK
Prospectus Regulation.
The Issuer (the address of the registered office of the Issuer appears on page 185 of this Base
Prospectus) accepts responsibility for the information contained in this Base Prospectus. To the best
of the knowledge of the Issuer, the information contained in this Base Prospectus is in accordance
with the facts in all material respects and does not omit anything likely to affect the import of such
information in any material respect, in each case in the context of the issue of Notes under the
Programme.
This Base Prospectus is to be read in conjunction with any supplements hereto and with all
documents which are deemed to be incorporated herein by reference (see "Documents Incorporated
by Reference").
No person has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the Programme or with the issue or sale
of the Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in "General
Description of the Programme"). Neither the delivery of this Base Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer since the date hereof or the date upon which this Base Prospectus
has been most recently amended or supplemented or that there has been no adverse change in the
financial position of the Issuer since the date hereof or the date upon which this Base Prospectus
has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The Notes issued under the Programme are not intended for sale or distribution to, or to be held by,
persons in any jurisdiction other than "professional", "qualified" or "sophisticated" investors
(within the meaning of any applicable laws), including persons whose ordinary activities involve
them acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in any country or jurisdiction in which action for that purpose is
required. The distribution of this Base Prospectus and the offering or sale of the Notes in certain
jurisdictions may be restricted by any applicable laws. Persons into whose possession this Base
Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves
about and to observe any such restriction. None of the Issuer, the Dealers or the Arranger represents
that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any
such distribution or offering. The Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and include Notes in bearer form
that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to U.S. persons.

2

PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, as
amended (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the UK. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the
"FSMA") and any rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market The applicable Final Terms in respect of any Notes
may include a legend entitled "MiFID II product governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID II Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
(including parent companies) will be a manufacturer for the purpose of the MiFID II Product
Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The applicable Final Terms in
respect of any Notes may include a legend entitled "UK MiFIR product governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of
the Notes are appropriate. Any distributor should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining

3

the target market assessment) and determining appropriate distribution channels. A determination
will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates (including
parent companies) will be a manufacturer for the purpose of the UK MiFIR Product Governance
Rules.
SALES TO CANADIAN INVESTORS - The Notes may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and
are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Base Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of these rights or consult with a
legal advisor.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and
Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified
before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as
defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets products' (as
defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
For a description of certain restrictions on offers and sales of Notes and on distribution of this Base
Prospectus, see "Plan of Distribution" below.
This Base Prospectus does not constitute nor shall it be construed as an offer of, or an invitation by
or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger or their respective
affiliates (including parent companies) accepts any responsibility for the contents of this Base
Prospectus or for any acts or omissions of the Issuer or any other person in connection with this
Base Prospectus or the issue and offering of Notes under the Programme. The Arranger and each
Dealer accordingly disclaim all and any liability whether arising in tort or contract which it might
otherwise have in respect of the contents of this Base Prospectus or for any acts or omissions of the
Issuer or any other person in connection with this Base Prospectus or the issue and offering of Notes
under the Programme. None of this Base Prospectus nor any other financial statements nor any
document incorporated by reference herein is intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger or
the Dealers or their respective affiliates (including parent companies) that any recipient of this Base
Prospectus or any other financial statements should purchase the Notes. Each potential purchaser

4

of Notes should determine for itself the relevance of the information contained in this Base
Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary.
None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the
Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the
Dealers or the Arranger.
NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS Each potential
investor in any Notes must determine the suitability of that investment in the light of its own
circumstances. In particular, each potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information
contained or incorporated by reference in this Base Prospectus or any applicable
supplement;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the relevant Notes and the impact
such investment will have on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the relevant Notes, including where principal or interest is payable in one or more
currencies, or where the currency for principal or interest payments is different from the
potential investor's currency;
·
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour
of any relevant financial markets; and
·
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability
to bear the applicable risks.
Some Notes are complex financial instruments and such instruments may be purchased as a way to
reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with the help of a financial adviser) to
evaluate how the Notes will perform under changing conditions, the resulting effects on the value of
such Notes and the impact this investment will have on the potential investor's overall investment
portfolio.
SONIA LINKED INTEREST NOTES, SOFR LINKED INTEREST NOTES AND STR LINKED
INTEREST NOTES: The Issuer may issue Notes with interest determined by reference to SONIA,
the SOFR and STR which determine the amount of interest (each, a "relevant factor"). Potential
investors should be aware that:
(i)
the market price of such Notes may be volatile;
(ii)
they may receive no interest;
(iii)
a relevant factor may be subject to significant fluctuations that may not correlate with
changes in interest rates, currencies or other indices; and

5

(iv)
the timing of changes in a relevant factor may affect the actual yield to investors, even if
the average level is consistent with their expectations.
INFORMATION RELATING TO SUSTAINABILITY-LINKED NOTES: The Issuer may also issue
Notes which are categorised as "Sustainability-Linked Notes" if the Step Up Option is specified as
applicable in the relevant Final Terms. Unlike so-called "green bonds", Sustainability-Linked Notes
are not intended by the Issuer to be applied for the purposes of financing and/or refinancing, in
whole or in part, "sustainable" or other equivalently-labelled projects but will be used for general
corporate purposes. In such circumstances, prospective investors should have regard to the
information set out under, or referred to in, Condition 5(k) (Step Up Option) and Condition 13(A)
(Available Information) and the relevant Final Terms and must determine for themselves the
relevance of such information, together with any other investigation such investors deem necessary,
for the purpose of any investment in such Notes and its suitability also in light of their own
circumstances. No representation, warranty or undertaking, express or implied, is made by the
Arranger or the Dealers or their respective affiliates (including parent companies) as to the
suitability of the Notes described as "Sustainability-Linked Notes" to fulfil environmental or
sustainability criteria required by prospective investors.
In connection with the issue of Sustainability-Linked Notes under the Programme, the Issuer has
adopted a framework relating to its sustainability strategy and targets (the "Sustainability-Linked
Financing Framework") available on the Issuer's website. The Issuer has also requested a
Sustainability-Linked Financing Framework Second-party Opinion (as defined in the Risk Factor:
"Sustainability-Linked Notes may not be a suitable investment for all investors seeking exposure to
assets with sustainability characteristics"). The Sustainability-Linked Financing Framework Second-
party Opinion is available on the Issuer's website. Any information on, or accessible through, the
Issuer's website and the information in such opinions will not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any
securities and is not part of this Base Prospectus and should not be relied upon in connection with
making any investment decision with respect to any Sustainability-Linked Notes issued under the
Programme. In addition, no assurance or representation is given by the Eni, any other member of
the Group, the Dealers or the External Verifier as to the suitability or reliability for any purpose
whatsoever of any opinion, report or certification of any third party in connection with the offering
of the Sustainability-Linked Notes. Any such opinion, report or certification and any other
document related thereto is not, nor shall it be deemed to be, incorporated in and/or form part of
this Base Prospectus.
Furthermore, in the event that any such Notes qualified as "Sustainability-Linked Notes" are listed
or admitted to trading on any dedicated "green", "environmental", "sustainable" or other
equivalently-labelled segment of any stock exchange or securities market (whether or not
regulated), no representation or assurance is given by the Issuer or any Dealer or any of their
affiliates (including parent companies) that such listing or admission satisfies, whether in whole or
in part, any present or future investor expectations or requirements as regards any investment
criteria or guidelines with which such investor or its investments are required to comply.
Furthermore, it should be noted that the criteria for any such listings or admission to trading may
vary from one stock exchange or securities market to another. Nor is any representation or
assurance given or made by the Issuer or any other person that any such listing or admission to
trading will be obtained in respect of any such Notes or, if obtained, that any such listing or
admission to trading will be maintained during the life of the Notes.

6

See also "Risk Factors - Risks relating to the sustainability-linked characteristics of Sustainability-
Linked Notes".
In connection with the issue of any Tranche (as defined in "General Description of the Programme
-- Method of Issue"), the Dealer or Dealers (if any) named as the stabilising manager(s) (the
"Stabilising Manager(s)") in the applicable Final Terms (or any person acting on behalf of any
Stabilising Manager(s)) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
any person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws
and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, all references
to "£" or "Sterling" are to the currency of the UK, all references to "U.S. dollars" are to the currency
of the United States of America and all references to "", "euro" and "Euro" are to the lawful
currency introduced at the start of the third stage of the European Economic and Monetary Union
pursuant to the Treaty on the Functioning of the European Union, as amended from time to time.
The language of this Base Prospectus is English. Any foreign language text that is included with or
within this document, or in any document incorporated by reference in this Base Prospectus, has
been included for convenience purposes only and does not form part of this Base Prospectus.
In compliance with the requirements of the Luxembourg Stock Exchange, this Base Prospectus is
and, in the case of Notes listed on the Official List and admitted to trading on the regulated market
of the Luxembourg Stock Exchange, the relevant Final Terms will be, available on the website of
the Luxembourg Stock Exchange (www.luxse.com).
For the avoidance of doubt, the contents of any websites referred to herein do not form part of this
Base Prospectus unless specifically incorporated by reference and have not been scrutinised or
approved by the CSSF.

7

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 9
RISK FACTORS ...............................................................................................................................................15
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................61
PROSPECTUS SUPPLEMENT AND DRAWDOWN PROSPECTUS ...........................................................65
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................66
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................... 114
USE OF PROCEEDS ......................................................................................................................................120
THE ISSUER ..................................................................................................................................................121
ITALIAN TAXATION ....................................................................................................................................153
TAXATION -- FATCA WITHHOLDING ......................................................................................................159
PLAN OF DISTRIBUTION ...........................................................................................................................160
FORM OF FINAL TERMS .............................................................................................................................165
GENERAL INFORMATION ..........................................................................................................................182

8

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description is qualified in its entirety by the remainder of this Base Prospectus.
The following constitutes a general description of the Programme for the purposes of Article 25 of Commission
Delegated Regulation (EU) No. 2019/980.
Issuer
Eni S.p.A. ("Eni", the "Issuer" or the "Company")
Issuer Legal Entity Identifier (LEI)
The Legal Entity Identifier (LEI) of the Issuer is
BUCRF72VH5RBN7X3VL35.
Website of the Issuer
https://www.eni.com/en_IT/
Description
Euro Medium Term Note Programme
Size
Euro 20,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at
any one time including, for the avoidance of doubt, any notes
(from time to time outstanding) issued prior to the date of this
Base Prospectus by Eni Finance International S.A. and
guaranteed by the Issuer under the Programme.
Arranger
Goldman Sachs International
Dealers
Banco Santander, S.A.
Barclays Bank Ireland PLC
Citigroup Global Markets Europe AG
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
Goldman Sachs International
HSBC Continental Europe
Intesa Sanpaolo S.p.A.
J.P. Morgan SE
Morgan Stanley & Co. International plc
UniCredit Bank AG
The Issuer may from time to time terminate the appointment of
any dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Base Prospectus to
"Permanent Dealers" are to the persons listed above as Dealers
and to such additional persons that are appointed as dealers in
respect of the whole Programme (and whose appointment has not
been terminated) and references to "Dealers" are to all
Permanent Dealers and all persons appointed as a dealer in
respect of one or more Tranches. The Issuer may be appointed as
Dealer under the Programme.
Fiscal Agent
The Bank of New York Mellon, London Branch
Method of Issue
The Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a "Series") having one
or more issue dates and on terms otherwise identical (or identical
other than in respect of the first payment of interest), the Notes

9

of each Series being intended to be interchangeable with all other
Notes of that Series. Each Series may be issued in tranches (each,
a "Tranche") on the same or different issue dates. The specific
terms of each Tranche (which will be completed, where
necessary, with the relevant terms and conditions and, save in
respect of the issue date, issue price, first payment of interest and
nominal amount of the Tranche, will be identical to the terms of
other Tranches of the same Series) will be completed in the final
terms document (the "Final Terms") or in a separate prospectus
specific to such Tranche (the "Drawdown Prospectus"). All
Notes issued under the Programme will be issued outside the
Republic of Italy.
Issue Price
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. The Issue Price will be
defined in the relevant Final Terms.
Form of Notes
Notes may be in bearer form only ("Bearer Notes"), in bearer
form exchangeable for registered notes ("Exchangeable Bearer
Notes") or in registered form only ("Registered Notes"). Each
Tranche of Bearer Notes and Exchangeable Bearer Notes will be
represented on issue by a temporary Global Note if (i) Definitive
Notes (as defined in "Overview of Provisions Relating to the
Notes while in Global Form -- Delivery of Notes" below) are to
be made available to Noteholders (as defined herein) following
the expiry of 40 days after their issue date; or (ii) such Notes are
being issued in compliance with TEFRA D (as defined in
"TEFRA" below), otherwise such Tranche will be represented by
a permanent Global Note. Registered Notes will be represented
by Certificates, one Certificate being issued in respect of each
Noteholder's entire holding of Registered Notes of one Series.
Registered Notes issued in global form will be represented by
registered global certificates ("Global Certificates").
Clearing and settlement
The Notes will be cleared through Clearstream, Luxembourg and
Euroclear.
In relation to any Tranche, the Issuer, the Fiscal Agent and the
relevant Dealer may agree upon another clearing system.
Initial Delivery of Notes
If the relevant Global Note is a NGN, or the relevant Global
Certificate is held under the NSS, the Global Note or Global
Certificate will be delivered to the Common Safekeeper for
Euroclear and Clearstream, Luxembourg on or before the issue
date for each Tranche. If the relevant Global Note is a CGN, or
the relevant Global Certificate is not held under the NSS, the
relevant Global Note representing Bearer Notes or Exchangeable
Bearer Notes or the Global Certificate representing Registered
Notes may (or, in the case of Notes listed on the Official List,
shall) be deposited with the Common Depositary for Euroclear

10

Document Outline

#1">Eni S.p.A.
#1">(incorporated with limited liability in the Republic of Italy) as Issuer
#1">Euro 20,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME FOR THE ISSUANCE OF NOTES WITH A MATURITY OF MORE THAN 12 MONTHS FROM THE DATE OF ORIGINAL ISSUE
#8">TABLE OF CONTENTS
#9">GENERAL DESCRIPTION OF THE PROGRAMME
#15">RISK FACTORS
#20">2 Risks in connection with Russias military aggression in Ukraine
#20">A prolonged war could derail the post-pandemic macroeconomic recovery and could reduce demand for hydrocarbons
#20">Russias military aggression in Ukraine in late February 2022 occurred against a backdrop of already tight crude oil and natural gas markets, particularly in Europe. The post-pandemic recovery, leading to a pent-up demand for all kind of energy commod...
#20">The Group's expected earnings and cash flows in 2023 are exposed to the risks of a global economic slowdown or a possible recession which could trigger reduced growth expectations for hydrocarbon demand. The outlook is also compounded by the restricti...
#20">2022 was characterized by an unprecedented level of volatility in the European natural gas market due to the uncertainties triggered by the Russia-Ukraine crisis and continuing disruptions in the supplies from Russia. The Issuer expects prices to rema...
#20">In the aftermath of the start of the conflict, hydrocarbons prices rallied well above the peaks recorded in 2021, driven by the macro-uncertainty associated with the geopolitical situation, the possible fallout of the economic sanctions adopted by EU ...
#21">The exceptionally large price movements resulted in sizeable daily or even intraday variation margin calls as derivatives contracts were marked to market. Furthermore, the elevated volatility prompted central counterparties and financial institutions ...
#21">In response to the Issuers expectations of much more volatile markets going forward, the Issuer has increased the Issuers financial headroom by raising the Issuers reserves of cash on hand, increasing amounts of committed credit lines, and entering...
#21">Risks in connection with the Issuers presence in Russia and its commercial relationships with Russias State-owned companies
#21">Enis assets located in Russia are immaterial to the Group results. The Issuers exploration projects in the Russian oil&gas sector have been suspended indefinitely, following the previous sanction regime, and the expenditures incurred in relation to ...
#21">The Group has announced the intention to divest its interest in the Blue Stream joint operations, which manages the gas pipeline that transports natural gas produced in Russia to Turkey through the Black Sea. Those volumes of gas are jointly marketed ...
#21">In 2022 the Group ceased signing new supply contracts of Russian crude oil to supply its operated refineries and has incurred higher expenses and lower margins to replace the Russian crude oil. The Issuer does not plan to alter its course of action in...
#22">Finally, Russian oil&gas companies are currently joint operators in certain upstream projects where the Issuer has a working interest. Every possible decision about the participation of the Russian counterparts to those projects are in the power of th...
#22">The most important transactions that involve Russian counterparts relate to the purchase of natural gas from the Russian state-owned company Gazprom and its affiliates, based on long-term supply contracts with take-or-pay clauses. In the past, the vol...
#22">In the first half of 2023, gas supplies from Gazprom Export to Eni were effectively reduced to zero as part of various trade disputes between the parties (in 2022 they had covered 18% of the Group's total natural gas purchases serving the European mar...
#22">In response to the current energy crisis, EU member states have been implementing measures intended to curb the consumption of electricity and to contain the cost of energy to businesses and households, and that could negatively affect demand for natu...
#22">Russias military invasion of Ukraine triggered a relevant deterioration in the fundamentals of the European natural gas and electricity sectors due to European dependency on Russian natural gas supplies and actual reductions in the volumes of natura...
#23">3 Safety, security, environmental and other operational risk
#23">The Group is exposed to significant safety, security, environmental and other operational risks connected to the nature of its operations
#23">The 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, ...
#23">The Company has invested and will continue to invest significant financial resources to design and build facilities, manage its operations and continuously upgrade the methods and systems for safeguarding the reliability of its plants, production faci...
#24">Failure to properly manage these risks as well as accidental events like human errors, unexpected system failure, sabotages or other unexpected drivers could cause oil spills, blowouts, fire, release of toxic gas and pollutants into the atmosphere or ...
#24">The occurrence of any of the above mentioned risks could have a material and adverse impact on the Groups results of operations, cash flow, liquidity, business prospects, financial condition, and shareholder returns, including dividends, the amount o...
#24">Risks deriving from Enis exposure to weather conditions
#24">Significant changes in weather conditions in Italy and in the rest of Europe from year to year may affect demand for natural gas and some refined products.
#24">In colder years, demand for such products is higher. Accordingly, the results of operations of Enis businesses engaged in the marketing of natural gas and, to a lesser extent, the Sustainable Mobility and Refining business, as well as the comparabili...
#25">The Group is exposed to significant financial, operational and industrial risks associated with the exploration and production of crude oil and natural gas.
#25">The exploration and production of oil and natural gas require high levels of capital expenditures and are subject to natural hazards and other uncertainties, including those relating to the physical characteristics of oil and gas fields. The explorati...
#25">The 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 ob...
#25">Exploratory drilling efforts may be unsuccessful
#25">Exploration activities are mainly subject to mining risk, i.e. the risk of dry holes or failure to find commercial quantities of hydrocarbons. The costs of drilling and completing wells have margins of uncertainty, and drilling operations may be unsuc...
#25">Because Eni plans to make significant investments in executing exploration projects, it is likely that the Company will incur significant amounts of dry hole expenses in future years. Unsuccessful exploration activities and failure to discover additio...
#25">Development projects bear significant operational risks which may adversely affect actual returns
#25">Projects to develop reserves of crude oil and natural gas normally take several years before production start-up after a discovery. Such long lead times are due to the complexity of the activities and tasks that need to be performed before a project f...
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#26">The occurrence of any of such risks may negatively affect the time-to-market of the reserves and may cause cost overruns and start-up delays, lengthening the project pay-back period. Those would adversely affect the economic returns of Enis developme...
#26">Finally, if the Company is unable to develop and operate major projects as planned, it could incur significant impairment losses of capitalised costs associated with reduced future cash flows of those projects.
#26">Inability to replace oil and natural gas reserves could adversely impact results of operations and financial condition, including cash flows
#26">In case the Companys exploration efforts are unsuccessful at replacing produced oil and natural gas, its reserves will decline. In addition to being a function of production, revisions and new discoveries, the Companys reserve replacement is also af...
#27">Future oil and gas production is a function of the Companys ability to access new reserves through new discoveries, application of improved techniques, success in development activity, negotiations with national oil companies and other owners of know...
#27">An inability to replace produced reserves by discovering, acquiring and developing additional reserves could adversely impact future production levels and growth prospects. If Eni is unsuccessful in meeting its long-term targets of reserve replacement...
#27">Uncertainties in estimates of oil and natural gas reserves
#27">The accuracy of proved reserve estimates and of projections of future rates of production and timing of development expenditures depends on several factors, assumptions and variables, including:
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#27">In 2022, despite rising hydrocarbons prices, the Issuer incurred euro 432 million of asset impairment at upstream cash generating units CGUŽ located in Congo, Egypt, the USA and Algeria due to the above-mentioned risks and accounting estimates. As pa...
#27">Lower oil prices may impair the ability of the Company to economically produce reserves leading to downward reserve revisions.
#27">Many of the factors, assumptions and variables underlying the estimation of proved reserves involve managements judgement or are outside managements control (prices, governmental regulations) and may change over time, therefore affecting the estimat...
#27">The prices used in calculating Enis estimated proved reserves are, in accordance with the U.S. Securities and Exchange Commission (the U.S. SECŽ) requirements, calculated by determining the unweighted arithmetic average of the first-day-of-the month...
#27">Accordingly, the estimated reserves reported as of the end of 2022 could be significantly different from the quantities of oil and natural gas that will be ultimately recovered. Any downward revision in Enis estimated quantities of proved reserves wo...
#28">The development of the Groups proved undeveloped reserves may take longer and may require higher levels of capital expenditures than it currently anticipates or the Groups proved undeveloped reserves may not ultimately be developed or produced
#28">As of 31 December 2022, approximately 37% of the Groups total estimated proved reserves (by volume) were undeveloped and may not be ultimately developed or produced. Recovery of undeveloped reserves requires significant capital expenditures and succe...
#28">The oil&gas industry is a capital-intensive business and needs large amount of funds to find and develop reserves. In case the Group does not have access to sufficient funds its oil&gas business may decline
#28">The oil and gas industry is a capital intensive business. Eni makes and expects to continue making substantial capital expenditures in its business for the exploration, development and production of oil and natural gas reserves. Over the next four yea...
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#28">If revenues or Enis ability to borrow decrease significantly due to factors such as a prolonged decline in crude oil and natural gas prices or a more stringent investment framework on part of lenders and financing institutions due to ESG consideratio...
#29">Oil and gas activity may be subject to increasingly high levels of income taxes and royalties
#29">Oil and gas operations are subject to the payment of royalties and income taxes, which tend to be higher than those payable in many other commercial activities. Management believes that the marginal tax rate in the oil and gas industry tends to increa...
#29">The surge in hydrocarbons and electricity prices drove a strong rebound in the results of companies in the energy sector. This trend started in 2021 due to a rebound in economic activity post the COVID-19 downturn and then accelerated in 2022 due to m...
#29">Windfall taxes significantly and negatively affected the Groups results of operations and cash flows for 2022.
#29">The Italian state's Budget Law 2023, introduced a new solidarity contribution to be paid by energy companies resident in Italy in 2023, calculated by applying a 50% rate to the 2022 corporate taxable income that exceeds an amount equal to 110% of the ...
#29">Any further tightening of the tax pressure or any extraordinary one-off levies on the basis of measures that might be issued by the governments of the countries in which the Group operates-including Italy-could lead to an increase, even a significant ...
#29">Given the current environment of high energy prices, rising pressures on public finances due to an expected economic slowdown and the perception the oil&gas companies may be benefiting from the ongoing geopolitical situation, management cannot rule ou...
#29">The present value of future net revenues from Enis proved reserves will not necessarily be the same as the current market value of Enis estimated crude oil and natural gas reserves
#29">The present value of future net revenues from Enis proved reserves may differ from the current market value of Enis estimated crude oil and natural gas reserves. In accordance with the SEC rules, Eni bases the estimated discounted future net revenue...
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#30">The timing of both Enis production and its incurrence of expenses in connection with the development and production of crude oil and natural gas properties will affect the timing and amount of actual future net revenues from proved reserves, and thus...
#30">Oil and gas activity may be subject to increasingly high levels of regulations throughout the world, which may have an impact on the Groups extraction activities and the recoverability of reserves
#30">The 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 ob...
#30">4 Risks related to political considerations
#30">Country risk
#30">As of 31 December 2022, 81% of Enis proved hydrocarbon reserves were located in non-OECD (Organization for Economic Cooperation and Development) countries, mainly in Africa, Central Asia and Middle East where the socio-political framework, the financ...
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#31">Areas where Eni operates and where the Company is particularly exposed to political risk include, but are not limited to Libya, Venezuela, and Nigeria.
#31">Enis operations in Libya are currently exposed to significant geopolitical risks. The social and political instability of the Country dates back to the revolution of 2011 that brought a change of regime and a civil war, triggering an uninterrupted pe...
#31">Venezuela is experiencing a structural economic and financial crisis caused by shrinking oil sector revenues that have been affected by both the COVID-19-related crisis and U.S. sanctions aimed at targeting the country's oil sector, the Venezuelan gov...
#32">In Nigeria, the Group has credit exposures related to the financing of oil & gas projects in the country, for which Eni, as operator, bears the development costs by charging them, in proportion to their respective shares in the initiative, to the stat...
#32">Finally, Enis Oil Prospecting License 245 expired in May 2021 and a request is pending to convert the license into an oil mining license to start development operations of the license reserves before the Nigerian authorities in charge. The management...
#32">Sanctions targets
#32">The most relevant sanction programs for Eni are those issued by the European Union and the United States of America, the UK and, as of today, the restrictive measures adopted by such authorities in respect of Russia and Venezuela.
#32">As a consequence of the military aggression of Ukraine, the European Union, the United Kingdom the United States and the G-7 countries adopted a comprehensive system of sanctions against Russia to weaken its economy and its ability to finance the war....
#32">The main targets of the sanctions are the Russian energy and financial sectors The European Union has sanctioned, inter alia, the Russian Central Bank, many commercial banks and Russian state-owned companies by imposing a ban on EU operators from mak...
#32">Considering the complexity of the sanctions and the existing Enis contracts for gas supply from Russia and the need to make payments to Russian counterparties, the Company is exposed to the risk of possible violations of the sanctions regime.
#32">Eni adopted the necessary measures to ensure that its activities are carried out in accordance with the applicable rules, ensuring continuous monitoring of the evolution in the sanction framework, to adapt on an ongoing basis its activities to the app...
#33">Such decision was taken after a careful assessment of the risks of possible violation of the sanctions regime, as well as all the risks related to the duty to implement fairly the contractual obligations and after obtaining the prior written confirma...
#33">Eni has agreed to adhere to the new procedure, which the Issuer believes does not constitute a unilateral modification of the supply contract and invoices have continued to be issued in euro. This new procedure provides: i) the opening by Eni, as a pr...
#33">Eni considers that this conversion does not constitute the management of assets or reserves of the Russian Central Bank or a form of financing for Gazprombank or other entities subject to EU sanctions, as well as that the opening of K accounts takes p...
#33">As a precautionary measure, Eni has initiated an international arbitration based on the Swedish law (as required by the existing contracts) to resolve doubts regarding the contractual changes required by the new payment procedure and the correct alloc...
#33">Furthermore, an escalation of the international crisis, resulting in a tightening of sanctions, could entail a significant disruption of energy supply and trade flows globally, which could have a material adverse effect on the Groups business, financ...
#33">From 2017, the United States have enacted a regime of economic and financial sanctions against Venezuela. The scope of the restrictions, initially targeting certain financial instruments issued or sold by the Government of Venezuela, was gradually exp...
#33">During the course of 2022 and 2023 the US Administration partially eased certain restrictions against Venezuela.
#33">Eni carefully evaluates on a case-by-case basis the adoption of adequate measures to minimize its exposure to any sanctions risk which may affect its business operation. In any case, the U.S. sanctions add stress to the already complex financial, poli...
#33">5 Risks specific to the Companys gas business in Italy
#34">Current negative trends in the competitive environment of natural gas in Europe may impair the Companys ability to fulfil its minimum off-take obligations in connection with its take-or-pay, long-term gas supply contracts
#34">Eni is currently party to a few long-term gas supply contracts with state-owned companies of key producing countries, from where most of the gas supplies directed to Europe are sourced via pipeline (Russia, Algeria, Libya, and Norway). These contracts...
#34">Enis management is planning to continue its strategy of renegotiating the Companys long-term gas supply contracts in order to constantly align pricing terms to current market conditions as they evolve and to obtain greater operational flexibility to...
#34">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
#34">Enis wholesale gas and retail gas and power businesses are subject to regulatory risks mainly in Italys domestic market. The Italian Regulatory Authority for Energy, Networks and Environment (the AuthorityŽ) is entrusted with certain powers in the ...
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#35">Thus, there is currently an ex lege override of price safeguard as of January 2024 in both markets. However, an amendment has recently been approved that binds the companies that won the competitive procedures for the service with gradual protections ...
#35">As far as the gas transportation tariffs is concerned, the redefinition of tariff criteria is scheduled to take place at set intervals in the various European countries - the next one is expected to take place starting in 2024 in most countries - and ...
#36">6 Risks related to environmental, health and safety regulations and relevant legal risks
#36">Eni has incurred in the past, and will continue incurring, material operating expenses and expenditures, and is exposed to business risk in relation to compliance with applicable environmental, health and safety regulations in future years, including ...
#36">Eni is subject to numerous European Union, international, national, regional and local laws and regulations regarding the impact of its operations on the environment and on health and safety of employees, contractors, communities and on the value of p...
#37">In addition, Enis operations are subject to laws and regulations relating to the production, handling, transportation, storage, disposal and treatment of waste. Breaches of environmental, health and safety laws and regulations as in the case of negli...
#37">Environmental, health and safety laws and regulations have a substantial impact on Enis operations. Management expects that the Group will continue to incur significant amounts of operating expenses and expenditures in the foreseeable future to compl...
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#37">As a further consequence of any new laws and regulations or other factors, like the actual or alleged occurrence of environmental damage at Enis plants and facilities, the Company may be forced to curtail, modify or cease certain operations or implem...
#37">7 Climate change-related risks
#37">Increasing worldwide efforts to tackle climate change may lead to the adoption of stricter regulations to curb carbon emissions and this may end up suppressing demands for the Issuers products in medium-to-long term.
#38">Governments of the nations that have signed the 2015 COP 21 Paris Agreement have been advancing plans and initiatives intended to transition the economy towards a low-carbon model in the long run to pursue the objective of containing the temperature i...
#38">The dramatic fallout of the COVID-19 pandemic on economic activity and peoples lifestyle could have possibly accelerated the evolution toward a low-carbon model of development. This is because many governments and the EU deployed massive amounts of r...
#38">Those risks may emerge in the short, medium and long term.
#38">Eni expects that the achievement of the Paris Agreement goal of limiting the rise in temperature to well below 2 C above preindustrial levels in this century, or the more ambitious goal of limiting global warming to 1.5 C, will strengthen the global...
#38">Although the Company is investing a significant amount of resources to develop decarbonized products and to grow the generation capacity of renewable power and other low and zero carbon technologies to produce power or absorb carbon dioxide (CO2) from...
#38">Eni expects its operating and compliance expenses to increase in the short term due to the likely growing adoption of carbon tax mechanisms. Some governments have already introduced carbon pricing schemes, which can be an effective measure to reduce G...
#39">In the long-term demands for hydrocarbons may be materially reduced by the projected mass adoption of electric vehicles, the development of green hydrogen, the deployment of massive investments to grow renewable energies also supported by governments ...
#39">In the long term, the role of hydrocarbons in satisfying a large portion of the energy needs of the global economy may be displaced by the emergence of new products and technologies, as well as by changing consumers preferences. The automotive indust...
#39">These trends could disrupt demand for hydrocarbons in the future, with many forecasters, both within the industry, or state agencies and independent observers predicting peak oil demand in the next ten years or earlier.
#39">A large portion of Enis business depends on the global demand for oil and natural gas. If existing or future laws, regulations, treaties, or international agreements related to GHG and climate change, including state incentives to conserve energy or ...
#39">Supranational institutions, like the United Nations, civil society and the scientific community are calling for bold action to tackle climate change and this may lead governments to take extraordinary measures to cut carbon emissions
#39">The United Nations, representatives from the civil society, some Non-Governmental Organizations (NGOŽ), international institutions and the scientific community have become increasingly vocal about the dramatic consequences of climate change for the l...
#40">The Issuer is exposed to growing legal risks in connection with the hundreds of lawsuits pending in various jurisdictions against oil&gas companies based on alleged violation of human rights, damage to environment and other claims and such legal actio...
#40">In recent years, there has been a marked increase in climate-based litigation. Courts could be more likely to hold companies who have allegedly made the most significant contributions to climate change to account. Oil&gas companies are particularly ex...
#40">In 2021, a Dutch court ordered an international oil company to reduce their worldwide emissions (Scope 1, 2, and 3) by a significant amount within a pre-set timeframe. This indicates that oil and gas companies may have an individual legal responsibili...
#40">Courts may condemn oil and gas companies to compensate individuals, communities, and states for the economic losses due to global warming as a consequence of their alleged responsibility in supporting hydrocarbons and knowingly hurting the environment.
#40">For example, in California, the Issuer is defending against claims brought to us by local administrations and certain associations of individuals who are seeking compensation for alleged economic losses and environmental damage due to climate change.
#40">Boards directors may be summoned before courts for having failed to implement a climate strategy in line with the goals of the Paris Agreement or for not having acted quickly to reduce emissions of greenhouse gases GHGŽ.
#40">Private individuals, associations and NGOs may also bring legal actions against states to get them condemned to adopt stricter national targets of reduction in the absolute level of GHG emissions and that could entail more restrictive measures on busi...
#40">There are also risks that governments, regulators, organizations, NGOs and individuals may sue the Issuer for alleged crimes against the environment in connection with past and present GHG emissions related to the Issuers operations and the use of th...
#40">As such, climate litigation constitutes a material risk for the company and its investors. In case the Company is condemned to reduce its GHG emissions at a much faster rate than planned by management or to compensate for damage related to climate cha...
#41">Asset managers, banks and other financing institutions have been increasingly adopting ESG criteria in their investment and financing decisions and this could reduce the attractiveness of the Issuers shares or limit its ability to access the capital ...
#41">Many professional investors like asset managers, mutual funds, global allocation funds, generalist investors and pensions funds have been reducing their exposure to the fossil fuel industry due to the adoption of stricter ESG criteria in selecting inv...
#41">As a result of those developments, the Issuer expects the cost of capital to the Company to rise in the future and reduced ability on part of Eni to obtain financing for future projects in the oil&gas business or to obtain it at competitive rates, whi...
#41">Activist shareholders have been increasingly pressuring oil&gas companies to accelerate the shift to renewable energies and to reduce CO2 emissions and this may interfere with managements plans and lead to sub-optimal investment decisions
#41">Shareholders and activist funds may have resolutions passed at annual general meetings of listed oil&gas companies, which would force management to implement faster than planned actions to curb emissions or to revise industrial plans to obtain a quick...
#41">More recently, activist investors have pursued claims against oil&gas companies. In the UK, a group of institutional investors have brought a lawsuit against the board of directors of an oil&gas company over alleged climate mismanagement, arguing that...
#41">It is the first, notable lawsuit by a shareholder against a board over the alleged failure to properly prepare for a shift away from fossil fuels.
#41">These events underscore the growing pressure from investors and capital markets on oil&gas companies towards a future based on renewables energies and an acceleration in the phase-out of investments into fossil fuels. The Issuer believes that the Issu...
#41">Extreme weather phenomena, which has been widely recognized as a direct consequence of climate change, may disrupt the Issuers operations
#42">The scientific community has concluded that increasing global average temperature produces significant physical effects, such as the increased frequency and severity of hurricanes, storms, droughts, floods, or other extreme climatic events that could ...
#42">The Issuer is exposed to reputational risks in connection with the public perception of oil&gas companies as entities primarily responsible for the climate change
#42">There is a reputational risk linked to the fact that oil companies are increasingly perceived by governments, financial institutions and the general public as entities primarily responsible for global warming due to GHG emissions across the hydrocarbo...
#42">This could also make Enis shares and debt instruments less attractive to banks, funds and individual investors who have been increasingly applying ESG criteria and have been growing cautions in assessing the risk profile of oil and gas companies, due...
#42">As a result of these trends, climate-related risks could have a material and adverse effect on the Groups results of operations, cash flow, liquidity, business prospects, financial condition, and shareholder returns, including dividends and the price...
#42">8 Environmental, legal, IT and financial risks
#42">Eni is exposed to the risk of material environmental liabilities in addition to the provisions already accrued in the consolidated financial statement.
#42">Eni has incurred in the past and may incur in the future material environmental liabilities in connection with the environmental impact of its past and present industrial activities. Eni is also exposed to claims under environmental requirements and, ...
#43">Management 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 as yet unknown contamination; (ii) the res...
#43">Finally, in case of conviction of Enis employees for environmental crimes, the Company could be held liable as per Italian Legislative Decree 231/2001 which states the responsibility of legal entities for certain violations of laws committed by their...
#43">Risks related to legal proceedings and compliance with anti-corruption legislation
#43">Eni is part of even long-lasting civil or criminal judicial or arbitration proceedings, resulting in the use of resources, costs and legal fees. For some of these proceedings Eni has been sued under Legislative Decree 231/01 on corporate liability. En...
#43">In future years Eni may incur significant losses due to: (i) uncertainty regarding the final outcome of each proceeding; (ii) the occurrence of new developments that management could not take into consideration when evaluating the likely outcome of ea...
#44">Risks from acquisitions
#44">Eni is constantly monitoring the market in search of opportunities to acquire individual assets or companies with a view of achieving its growth targets or complementing its asset portfolio. Acquisitions entail an execution risk … the risk that the ac...
#44">Enis crisis management systems may be ineffective
#44">Eni has developed contingency plans to continue or recover operations following a disruption or incident. An inability to restore or replace critical capacity to an agreed level within an agreed period could prolong the impact of any disruption and co...
#44">Disruption to or breaches of Enis critical IT services or digital infrastructure and security systems could adversely affect the Groups business, increase costs and damage Enis reputation
#44">The Groups activities depend heavily on the reliability and security of its information technology (IT) systems and digital security. The Groups IT systems, some of which are managed by third parties, are susceptible to being compromised, damaged, d...
#45">Violations of data protection laws carry fines and expose the Company and/or its employees to criminal sanctions and civil suits
#45">Data protection laws and regulations apply to Eni and its joint ventures and associates in the vast majority of countries in which they do business. The General Data Protection Regulation (EU) 2016/679 (GDPR) came into effect in May 2018 and increased...
#45">Market risk
#45">Enis business is exposed to the risk that changes in interest rates, foreign exchange rates or the prices of energy commodities and products will adversely affect the value of assets, liabilities or expected future cash flows.
#45">The Group does not hedge its exposure to volatile hydrocarbons prices in its business of developing and extracting hydrocarbons reserves and other types of commodity exposures (e.g. exposure to the volatility of refining margins and of certain portion...
#45">Eni is exposed to the risks of unfavourable movements in exchange rates primarily because Enis consolidated financial statements are prepared in Euros, whereas Enis main subsidiaries in the Exploration & Production sector are utilising the U.S. doll...
#45">Furthermore, Enis 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 l...
#46">Eni is exposed to fluctuations in interest rates that may affect the fair value of Enis financial assets and liabilities as well as the amount of finance expense recorded through profit. Eni enters into derivative transactions with the purpose of min...
#46">With regard to the latter, the sensitivity analysis for the year 2023 forecasts a change in operating cash flow before working capital at replacement cost of about 0.58 billion against changes of 5 cents in the USD/EUR exchange rate compared to manag...
#46">Enis credit ratings are potentially exposed to risk from possible reductions of sovereign credit rating of Italy. On the basis of the methodologies used by Standard & Poors and Moodys, a potential downgrade of Italys credit rating may have a poten...
#46">Credit risk
#46">Eni is exposed to credit risk. Enis counterparties could default, could be unable to pay the amounts owed to it in a timely manner or meet their performance obligations under contractual arrangements. These events could cause the Company to recognise...
#46">In recent years, the Group has experienced a significant level of counterparty default due to Europe and Italys weak economic growth and a downturn in crude oil prices affecting the solvency of national oil entities and local companies, which are joi...
#46">Eni believes that the management of doubtful accounts current environment of surging energy prices represents a significant financial risk to the Company, which will require management focus and commitment going forward. Eni cannot exclude the recogni...
#46">If any of the risks set out above materialises, this could adversely impact the Groups results of operations, cash flow, liquidity, business prospects, financial condition, and shareholder returns, including dividends, the amount of funds available f...
#47">Liquidity risk
#47">Liquidity risk is the risk that suitable sources of funding for the Group may not be available, or that the Group is unable to sell its assets on the marketplace to meet short-term financial requirements and to settle obligations. Such a situation wou...
#47">1 Risks related to the structure of a particular issue of Notes which may be issued under the Programme
#53">2 Risks relating to the sustainability-linked characteristics of Sustainability-Linked Notes
#53">Sustainability-Linked Notes may not be a suitable investment for all investors seeking exposure to assets with sustainability characteristics
#57">In addition, a failure by the Group to satisfy the relevant Sustainability-Linked Note Condition or any such similar sustainability performance targets the Group may choose to include in any future financings would, if so specified in the relevant Fin...
#57">3 Risks related to all Notes issued under the Programme
#58">4 Risks related to the market
#59">5 Risks relating to Taxation and reporting information
#61">DOCUMENTS INCORPORATED BY REFERENCE
#62">2021 Annual Report on Form 20-F
#62">2022 Annual Report on Form 20-F
#63">Interim Consolidated Report as of 30 June 2022
#64">Interim Consolidated Report as of 30 June 2023
#65">PROSPECTUS SUPPLEMENT AND DRAWDOWN PROSPECTUS
#66">TERMS AND CONDITIONS OF THE NOTES
#66">1 Form, Denomination and Title
#67">2 Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes
#69">3 Status of the Notes
#69">4 Negative Pledge
#71">5 Interest and other Calculations
#96">5A Benchmark discontinuation
#100">6 Redemption, Purchase and Options
#105">7 Payments and Talons
#107">8 Taxation
#108">9 Events of Default
#110">10 Meetings of Noteholders and Modifications
#111">11 Replacement of Notes, Certificates, Coupons and Talons
#111">12 Further Issues
#111">13 Notices
#112">13A Available Information
#112">14 Currency Indemnity
#113">15 Governing Law, Jurisdiction and Service of Process
#113">16 Contracts (Rights of Third Parties) Act 1999
#114">OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
#114">1 Initial Issue of Notes
#114">2 Relationship of Accountholders with Clearing Systems
#114">3 Exchange
#116">4 Further amendments to Conditions
#120">USE OF PROCEEDS
#121">THE ISSUER
#153">ITALIAN TAXATION
#159">TAXATION „ FATCA WITHHOLDING
#160">PLAN OF DISTRIBUTION
#160">Overview of Distribution Agreement
#160">Selling Restrictions
- #160">United States
- #161">Prohibition of Sales to EEA Retail Investors
- #161">United Kingdom
- #161">Prohibition of Sales to UK Retail Investors
- #161">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any N...
- #161">For the purposes of this provision:
- #162">Other regulatory restrictions
- #162">Republic of Italy
- #162">The Netherlands
- #163">Japan
- #163">Canada
#163">Singapore
#164">Switzerland
#164">General
#165">FORM OF FINAL TERMS
#166">
#166">Eni S.p.A.
#166">under the euro 20,000,000,000
#166">Euro Medium Term Note Programme for the issuance of Notes
#166">with a maturity of more than 12 months from the date of original issue
#166">PART A „ CONTRACTUAL TERMS
#176">PART B „ OTHER INFORMATION
#180">OVERVIEW OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN THE RELAZIONE FINANZIARIA ANNUALEŽ AND THE ANNUAL REPORT ON FORM 20-FŽ
#180">Annual Report on Form 20-F
#180">Auditing Standards applied to Audit Reports to the Issuers Annual Report on Form 20-F
#182">GENERAL INFORMATION
#185">REGISTERED OFFICE OF THE ISSUER