Bond ENI Energia S.p.A. 0.375% ( XS2344735811 ) in EUR

Issuer ENI Energia S.p.A.
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS2344735811 ( in EUR )
Interest rate 0.375% per year ( payment 1 time a year)
Maturity 14/06/2028 - Bond has expired



Prospectus brochure of the bond ENI S.p.A XS2344735811 in EUR 0.375%, expired


Minimal amount 100 000 EUR
Total amount 1 000 000 000 EUR
Detailed description ENI S.p.A. is an Italian multinational energy company engaged in oil and gas exploration and production, refining, and distribution, as well as renewable energy and power generation.

The Bond issued by ENI Energia S.p.A. ( Italy ) , in EUR, with the ISIN code XS2344735811, pays a coupon of 0.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/06/2028









Drawdown Prospectus dated 10 June 2021

Eni S.p.A.
(incorporated with limited liability in the Republic of Italy)
as Issuer

1,000,000,000
0.375 per cent. Sustainability-Linked Notes due 14 June 2028
This drawdown prospectus (the "Drawdown Prospectus", which must, unless otherwise expressly set out herein, be read and construed as one document in conjunction with all documents incorporated by reference
herein (see "Documents Incorporated by Reference") including the sections of the base prospectus dated 2 October 2020 as supplemented by the supplement dated 7 April 2021 (the "Supplement") (as supplemented
by the Supplement, the "Base Prospectus"), comprises a prospectus for the purposes of article 6(3) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") for Eni S.p.A. ("Eni" or the "Issuer"). Terms used
but not defined in this Drawdown Prospectus shall have the meanings set out in the sections of the Base Prospectus incorporated by reference herein (see "Documents Incorporated by Reference").
This Drawdown Prospectus has been prepared in connection with the issue of the 1,000,000,000 0.375 per cent. Sustainability-Linked Notes due 14 June 2028 (the "Notes") to be issued by the Issuer and will
constitute obbligazioni pursuant to Article 2410 et seq. of the Italian Civil Code. The Notes will be issued by the Issuer under its Euro Medium Term Note Programme (the "Programme").
The issue price of the Notes is 99.855 per cent. of their principal amount. The Notes will bear interest on their principal amount from (and including) 14 June 2021 (the "Issue Date") to (but excluding) 14 June 2028
(the "Maturity Date") at a rate of 0.375 per cent. per annum, payable annually in arrear on 14 June in each year (each, an "Interest Payment Date") commencing on 14 June 2022, all as more particularly described
in the "Terms and Conditions of the Notes" section of the Base Prospectus (the "Conditions") as incorporated by reference herein (see "Documents Incorporated by Reference"). Upon the occurrence of a Step Up
Event (as defined in the section "Contractual Terms"), for any Interest Period commencing on or after the Interest Payment Date immediately following the occurrence of a Step Up Event (a) the rate of interest shall
increase by 0.25 per cent. per annum, such that (b) the amount of interest payable per Calculation Amount for the relevant Interest Period shall increase by EUR 2.50.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on the Maturity Date. The Notes are subject to redemption, in whole but not in part, at their principal amount, plus
interest, if any, to the date fixed for redemption at the option of the Issuer at any time in the event of certain changes affecting taxation in the Republic of Italy. The Issuer may also elect to redeem all, but not some
only, of the Notes at an amount calculated on a "make whole" basis as described in the "Annex to the Contractual Terms". Payments on the Notes will be made in Euro without deduction for or on account of taxes
imposed or levied by the Republic of Italy to the extent described under Condition 9 (Taxation).
The Notes and Coupons relating to them constitute (subject to Condition 4 (Negative Pledge)) direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu and
without any preference among themselves. The payment obligations of the Issuer under the Notes and Coupons relating to them shall, save for such exceptions as may be provided by applicable legislation and subject
to Condition 4 (Negative Pledge), at all times rank at least equally with all other unsecured and unsubordinated indebtedness of the Issuer, present and future.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 16 July 2019 on prospectuses for securities
(the "Luxembourg Prospectus Act"), for the approval of this Drawdown Prospectus as a prospectus for the purpose of the Prospectus Regulation. Application has also been made to the Luxembourg Stock Exchange
for the Notes to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and for such Notes to be admitted to trading on the regulated market operated by the Luxembourg Stock Exchange
(the "Market"). The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended and supplemented ("MiFID
II"). Reference in this Drawdown Prospectus to being "listed" (and all date references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market.
The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Drawdown Prospectus or the quality or solvency of the Issuer in accordance with Article 6(4)
of the Luxembourg Prospectus Act.
This Drawdown Prospectus has been approved as a prospectus by the CSSF, as competent authority under the Prospectus Regulation. The CSSF only approves this Drawdown 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 either of the Issuer or the quality of the Notes that are the
subject of this Drawdown Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. This Drawdown Prospectus is valid for a period of 12 months from the date of its
approval. The validity of this Drawdown Prospectus ends upon expiration on 10 June 2022.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to United States tax law requirements. The Notes are being
offered outside the United States by the Joint Lead Managers (as defined below) in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of certain
restrictions on transfers of the Notes, see "Subscription and Sale".
Investing in the Notes involves risks. See "Risk Factors" beginning on page 8 of this Drawdown Prospectus for a discussion of certain risks prospective investors should consider in connection with any investment
in the Notes.
The Notes will be in bearer form in the denomination of 100,000 each and, for so long as the Notes are represented by a Global Note (as defined below) and Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream, Luxembourg") (or other relevant clearing system) allow, in denominations of 1,000 in excess of 100,000, up to and including 199,000. The Notes will initially be in the form of a
temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited on or around the Issue Date with a common safekeeper for Euroclear and Clearstream, Luxembourg. The
Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent Global Note", and together with the Temporary Global Note, each a "Global Note"),
without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of
non U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in principal amounts equal to 100,000 and
integral multiples of 1,000 in excess thereof, up to and including 199,000, each with interest coupons attached. No Notes in definitive form will be issued with a denomination above 199,000. See "Overview of
Provisions Relating to the Notes in Global Form" as such section is incorporated by reference in this Drawdown Prospectus (see "Documents Incorporated by Reference").
The Notes are expected to be 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 and registered under Regulation (EC) No 1060/2009 (as amended) on credit rating agencies (the "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 https://www.esma.europa.eu/supervision/credit-
rating-agencies/risk, pursuant to the CRA Regulation. According to the definitions published by Standard & Poor's on its website as of the date of this Drawdown Prospectus, an obligation rated `A' is somewhat
more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the
obligation is still strong. In addition, ratings from `AA' to `CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories. According to the definitions
published by Moody's on its website as of the date of this Drawdown Prospectus, obligations rated `Baa' are subject to moderate credit risk. They are considered medium-grade and as such may possess speculative
characteristics. In addition, Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from `Aa' to `Caa'; the modifier `1' indicates that the obligation ranks in the higher end of its generic
rating category. According to the definitions published by Fitch on its website as of the date of this Drawdown Prospectus, `A' ratings denote expectations of low credit risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. In addition, within rating categories, Fitch may
use modifiers; the modifiers `+' or `-' may be appended to a rating to denote relative status within major rating categories. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Drawdown Prospectus. The Drawdown Prospectus does not describe all of the risks of an
investment in the Notes.
Joint Lead Managers

BNP PARIBAS
BofA Securities
Crédit Agricole CIB
Goldman Sachs International
J.P. Morgan
Morgan Stanley
UniCredit


The Issuer (the address of the registered office of the Issuer appears on page 35 of this Drawdown
Prospectus) accepts responsibility for the information contained in this Drawdown Prospectus. To
the best of the knowledge of the Issuer, the information contained in this Drawdown 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 the
Notes under the Programme.
This Drawdown Prospectus is to be read in conjunction 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 Drawdown Prospectus in connection 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 BNP Paribas, BofA Securities Europe SA, Crédit Agricole
Corporate and Investment Bank, Goldman Sachs International, J.P. Morgan AG, Morgan Stanley
& Co. International plc and UniCredit Bank AG (the "Joint Lead Managers"). Neither the delivery
of this Drawdown 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 that there has been no adverse change in the financial position of the Issuer since
the date hereof or that any other information supplied in connection with the Notes 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 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
Drawdown Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by any applicable laws. Persons into whose possession this Drawdown Prospectus comes are
required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any
such restriction. None of the Issuer or the Joint Lead Managers represents that this Drawdown
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 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.
MIFID II product governance / professional investors and ECPs only target market ­ Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended
and supplemented ("MiFID II"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers'
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
manufacturers' target market assessment) and determining appropriate distribution channels.

2



UK MiFIR product governance / professional investors and ECPs only target market ­ Solely for
the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' 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 Bonds (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
PRIIPS REGULATION / 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 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 United Kingdom ("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
("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 UK MiFIR. 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.
For a description of certain restrictions on offers and sales of the Notes and on distribution of this
Drawdown Prospectus, see "Subscription and Sale" below.
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

3



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 Drawdown 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.
If applicable, pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the
government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the Joint Lead Managers are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with
the offering of the Notes.
This Drawdown 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 Joint Lead Managers to subscribe for, or purchase,
any Notes.
To the fullest extent permitted by law, none of the Joint Lead Managers accepts any responsibility
for the contents of this Drawdown Prospectus or for any acts or omissions of the Issuer or any other
person in connection with this Drawdown Prospectus or the issue and offering of the Notes. The
Joint Lead Managers accordingly disclaim all and any liability whether arising in tort or contract
which it might otherwise have in respect of the contents of this Drawdown Prospectus or for any
acts or omissions of the Issuer or any other person in connection with this Drawdown Prospectus or
the issue and offering of the Notes. None of this Drawdown 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 either of the
Issuer or the Joint Lead Managers that any recipient of this Drawdown Prospectus or any other
financial statements should purchase the Notes. Each potential purchaser of Notes should determine
for itself the relevance of the information contained in this Drawdown Prospectus and its purchase
of the Notes should be based upon such investigation as it deems necessary.
None of the Joint Lead Managers undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Drawdown Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the
Joint Lead Managers.
THE NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS ­ Each
potential investor in the 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 Notes,
the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Drawdown 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 Notes and the impact such
investment will have on its overall investment portfolio;

4



·
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the 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 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.
The 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 the 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
the Notes and the impact this investment will have on the potential investor's overall investment
portfolio.
In connection with the issue of the Notes, the Issuer has 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 will be
accessible
through
the
Issuer's
website
at:
https://www.eni.com/assets/documents/ita/investor/finanza-sostenibile/Second-Party-Opinion-on-
Eni-s-Sustainability-Linked-Financing-Framework-May-2021.pdf. However any information on,
or accessible through, the Issuer's website and the information in such opinions is not part of this
Drawdown Prospectus and should not be relied upon in connection with making any investment
decision with respect to the Notes. In addition, no assurance or representation is given by the Issuer,
any other member of the Group, the Joint Lead Managers 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 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 Drawdown Prospectus.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), 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).

In this Drawdown Prospectus, unless otherwise specified or the context otherwise requires, 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.

5



The language of this Drawdown Prospectus is English. Any foreign language text that is included
with or within this document, or in any document incorporated by reference in this Drawdown
Prospectus, has been included for convenience purposes only and does not form part of this
Drawdown Prospectus.
In compliance with the requirements of the Luxembourg Stock Exchange, this Drawdown
Prospectus will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu).
For the avoidance of doubt, the contents of any websites referred to herein do not form part of this
Drawdown Prospectus unless specifically incorporated by reference.

6



TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 8
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................13
CONTRACTUAL TERMS ..............................................................................................................................18
ANNEX TO THE CONTRACTUAL TERMS ................................................................................................24
SUBSCRIPTION AND SALE ..........................................................................................................................28
OVERVIEW OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN THE "RELAZIONE
FINANZIARIA ANNUALE" AND THE "ANNUAL REPORT ON FORM
20F"...........................................................................................................................34
GENERAL INFORMATION ............................................................................................................................32


7



RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. Most
of these factors are contingencies which may or may not occur.
In addition, factors which are material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons which may not be considered significant risks by the Issuer based on
information currently available to it and which it may not currently be able to anticipate. In addition, if any of
the following risks, or any other risk not currently known, actually occur, the trading price of the Securities
could decline and Noteholders may lose all or part of their investment. Prospective investors should also read
the detailed information set out elsewhere in this Drawdown Prospectus including any document incorporated
by reference hereto and reach their own views, based upon their own judgement and upon advice from such
financial, legal and tax advisers as they have deemed necessary, prior to making any investment decision.
Risk factors relating to the Issuer and its activities
Other than as expressly excluded from the section entitled "Documents Incorporated by Reference", the section
of the Base Prospectus entitled "Risk factors relating to the Issuers, the Guarantor and their activities" on pages
15 to 43 of the Base Prospectus, are incorporated by reference herein in the manner set out in the section entitled
"Documents Incorporated by Reference", and sets out a description of the risk factors that may affect the ability
of the Issuer to fulfil its obligations to investors in relation to the Notes.
Risk factors relating to the Notes
Other than as expressly excluded from the section entitled "Documents Incorporated by Reference", the section
of the Base Prospectus entitled "Risk Factors relating to the Notes and the Guarantee" on pages 43 to 51 of the
Base Prospectus, are incorporated by reference herein in the manner set out in the section entitled "Documents
Incorporated by Reference", and sets out a description of the risk factors that are material to the Notes in order
to assess the market risk associated with the Notes. The following risk factors relate to sustainability-linked
characteristics of the Notes and are supplemental to the risk factor "Risks related to the structure of a particular
issue of Notes which may be issued under the Programme" incorporated by reference herein and as set out in
the section entitled "Documents Incorporated by Reference".
1. Risks relating to the sustainability-linked characteristics of the Notes
The Notes may not be a suitable investment for all investors seeking exposure to assets with
sustainability characteristics
In May 2021, the Issuer adopted a framework relating to its sustainability strategy and targets to, inter
alia, foster the best market practices and present a unified and coherent suite of sustainability-linked
bonds (the "Sustainability-Linked Financing Framework"), available at the following website:
https://www.eni.com/assets/documents/ita/investor/finanza-sostenibile/Sustainability-Linked-
Financing-Framework-May-2021.pdf in accordance with the Sustainability-Linked Bonds Principles
2020 (the "SLBP") administered by the International Capital Markets Association ("ICMA"). The
Sustainability-Linked Financing Framework was reviewed by Vigeo SAS which provided an
independent assessment second-party opinion on the relevance and scope of the selected key
performance indicators ("KPI(s)") and the associated sustainability performance targets ("SPTs") and
also confirmed the alignment with the SLBP and the stated definition of sustainability-linked bonds
within the SLBP (the "Sustainability-Linked Financing Framework Second-party Opinion"). A

8



Sustainability-Linked Financing Framework Second-party Opinion may not reflect the potential
impact of all risks related to the structure, market, additional risk factors discussed above and other
factors that may affect the value of the Notes. A Sustainability-Linked Financing Framework Second-
party Opinion would not constitute a recommendation to buy, sell or hold securities and would only
be current as of the date it is released. A withdrawal of the Sustainability-Linked Financing
Framework Second-party Opinion may affect the value of the Notes and/or may have consequences
for certain investors with portfolio mandates to invest in sustainability-linked assets. The Issuer does
not assume any obligation or responsibility to release any update or revision to the Sustainability-
Linked Financing Framework and/or information to reflect events or circumstances after the date of
publication of such Sustainability-Linked Financing Framework and, therefore, an update or a
revision of the Sustainability-Linked Financing Framework Second-party Opinion may or may not be
requested from Vigeo SAS or other providers of second-party opinions.
Moreover, the second party opinion providers and providers of similar opinions and certifications are
not currently subject to any specific regulatory or other regime or oversight. Any such opinion or
certification is not, nor should it be deemed to be, a recommendation by the Issuer, the Joint Lead
Managers, any second-party opinion providers or any other person to buy, sell or hold the Notes.
Noteholders have no recourse against the Issuer, any of the Joint Lead Managers or the provider of
any such opinion or certification in respect of the contents of any such opinion or certification, which
is only current as at the date it was initially issued. Prospective investors must determine for
themselves the relevance of any such opinion or certification and/or the information contained therein
and/or the provider of such opinion or certification for the purpose of any investment in the Notes.
Any withdrawal of any such opinion or certification or any such opinion or certification attesting that
the Issuer is not complying in whole or in part with any matters for which such opinion or certification
is opining on or certifying on may have a material adverse effect on the value of the Notes and/or
result in adverse consequences for certain investors with portfolio mandates to invest in securities to
be used for a particular purpose.
Furthermore, although the interest rate relating to the Notes is subject to upward adjustment in certain
circumstances specified in the Contractual Terms, the Notes may not satisfy an investor's requirements
or any future legal or quasi legal standards for investment in assets with sustainability characteristics.
The Notes are not being marketed as green bonds since the Issuer expects to use the relevant net
proceeds for general corporate purposes and therefore the Issuer does not intend to allocate the net
proceeds specifically to projects or business activities meeting environmental or sustainability criteria,
or to be subject to any other limitations associated with green bonds.
In addition, the interest rate adjustment in respect of the Notes depends on a definition of Renewable
Installed Capacity or, as the case may be, Net Carbon Footprint Upstream Emissions, that may be
inconsistent with investor requirements or expectations or other definitions relevant to renewable
energy and/or green house emissions.
If the Sustainability-Linked Financing Framework Second-party Opinion is withdrawn, there might
be no third-party analysis of the Issuer's definitions of Renewable Installed Capacity and Net Carbon
Footprint Upstream Emissions (each as defined in the Contractual Terms) or how such definitions
relate to any sustainability-related standards other than the relevant External Verifier's (as defined in
the Contractual Terms) assurance activity on the Consolidated disclosure of Non-Financial
Information pursuant to Legislative Decree 254/2016; the Consolidated disclosure of Non-Financial
Information includes the Renewable Installed Capacity and Net Carbon Footprint Upstream
Emissions (each as defined in the Contractual Terms) of the Issuer and its subsidiaries in the relevant
Verification Assurance Report.

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However, even if the Sustainability-Linked Financing Framework Second-party Opinion is not
withdrawn, as there is currently no clearly-defined definition (legal, regulatory or otherwise) of, nor
market consensus as to what constitutes a "sustainable" or "sustainability-linked" or equivalently-
labelled project or as to what precise attributes are required for a particular project to be defined as
"sustainable" or "sustainability-linked" (and, in addition, the requirements of any such label may
evolve from time to time), no assurance is or can be given to investors by the Issuer, the Joint Lead
Managers, any second party opinion providers or the External Verifier (as defined in the Contractual
Terms) that the Notes will meet any or all investor expectations regarding the Notes or the Group's
targets qualifying as "sustainable" or "sustainability-linked" or that no other adverse consequences
will occur in connection with the Issuer striving to achieve such targets.
A basis for the determination of the definitions of "green", "sustainable" and "sustainability-linked"
has been established in the EU with the publication in the Official Journal of the EU on 22 June 2020
of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 (the
"Sustainable Finance Taxonomy Regulation") on the establishment of a framework to facilitate
sustainable investment (the "EU Sustainable Finance Taxonomy") and the Sustainable Finance
Taxonomy Regulation Delegated Acts for climate change mitigation and adaptation published in
agreed form between EU member states on 21 April 2021 (the "Sustainable Finance Taxonomy
Regulation Delegated Acts"). The EU Sustainable Finance Taxonomy is subject to further
development by way of the implementation by the European Commission through the formal adoption
of the Sustainable Finance Taxonomy Regulation Delegated Acts which is expected to take place by
the end of 2021. While the Group's sustainability strategy (which embeds the key performance
indicators to which the Notes are linked) and its related investments aim to be aligned with the relevant
objectives for the EU Sustainable Finance Taxonomy and the Sustainable Finance Taxonomy
Regulation Delegated Acts, until the technical screening criteria for such objectives has been
developed, it is not known to what extent the investments planned in the Group's sustainability
strategy will satisfy those criteria. Accordingly, once the technical screening criteria are established,
there is no certainty to what extent the investments planned in the Group's sustainability strategy (also
underlying the Notes through their link to certain key performance indicators) will be aligned with
the EU Sustainable Finance Taxonomy and the Sustainable Finance Taxonomy Regulation Delegated
Acts. Investors should make their own assessment 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
Notes. Any such opinion, report or certification is not, nor shall it be deemed to be, incorporated in
and/or form part of this Drawdown Prospectus.
Although the Group targets (i) increasing its Renewable Installed Capacity (as defined in the
Contractual Terms herein), and (ii) decreasing its Net Carbon Footprint Upstream Emissions (as
defined in the Contractual Terms herein) (together, the "Sustainability Targets"), there can be no
assurance of the extent to which it will be successful in doing so or that any future investments it
makes in furtherance of these targets will meet investor expectations or any binding or non-binding
legal standards regarding sustainability performance, whether by any present or future applicable law
or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in
particular with regard to any direct or indirect environmental, sustainability or social impact. Adverse
environmental or social impacts may occur during the design, construction and operation of any
investments the Group makes in furtherance of its Sustainability Targets or such investments may
become controversial or criticised by activist groups or other stakeholders. Lastly, no Event of Default
shall occur under the Notes, nor will the Issuer be required to repurchase or redeem such Notes, if the
Issuer fails to meet the Sustainability Targets.

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Document Outline