Obbligazione ENI Energia S.p.A. 3.25% ( XS0951565091 ) in EUR

Emittente ENI Energia S.p.A.
Prezzo di mercato 100 EUR  ▼ 
Paese  Italia
Codice isin  XS0951565091 ( in EUR )
Tasso d'interesse 3.25% per anno ( pagato 1 volta l'anno)
Scadenza 10/07/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione ENI S.p.A XS0951565091 in EUR 3.25%, scaduta


Importo minimo 100 000 EUR
Importo totale 1 000 000 000 EUR
Descrizione dettagliata ENI S.p.A. è una multinazionale italiana operante nel settore dell'energia, attiva nell'esplorazione e produzione di idrocarburi, nella raffinazione, nella distribuzione e nella vendita di prodotti energetici, nonché nelle energie rinnovabili.

ENI S.p.A. ha rimborsato integralmente il 10 Luglio 2023 un'obbligazione (XS0951565091) da ?1.000.000.000 emessa in Italia, con cedola del 3,25% pagata annualmente, e scadenza al 10/07/2023, con taglio minimo di ?100.000.







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of this Base Prospectus as a base prospectus for the purpose of Article 8 of Regulation (EU) 1129/2017, as amended or superseded (the "Prospectus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

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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

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Document Outline