ENI S.p.A. (E)

approve the Financial Statements of Eni S.p.A. at December 31, 2005 which show a net income of euro 5,287,660,333.55;

allocate euro 3,601,962,335.60 (representing Eni’s residual net income following the payment, from the net income of euro 5,287,660,333.55, of an interim dividend of euro 0.45 per share resolved by the Board of Directors on September 21, 2005 and paid on October 27, 2005) as follows:

• to the payment of a dividend of euro 0.65 for each share outstanding on the ex-dividend date, Eni treasury shares on that date excluded. Following the payment of the 2005 interim dividend of 0.45 euro per share, the total 2005 dividend per share proposed amounts to euro 1.10;
• euro 179,800.00 to the Legal Reserve so that it totals one fifth of Eni’s share capital;
• any amount left to the Distributable Reserve

pay said dividends from June 22, 2006, the ex-dividend date being June 19, 2006;

authorise the extension of the buy-back programme. The Shareholders’ Meeting has authorised the Board of Directors to extend the duration of the buy-back programme for a period of 18 months from the date of the Meeting, and to increase the amount of the programme from euro 5.4 billion to euro 7.4 billion. The buy-back programme was launched in September 2000 in execution of the Shareholders’ resolution dated 6 June 2000, and represents an effective and flexible tool, allowing the management to increase shareholder value. The Board of Directors will be authorised to purchase up to 400,000,000 (four hundred million) Eni ordinary shares, with a nominal value of euro 1 per share, and representing 9.986% of Eni’s share capital, at a price not inferior to the shares’ nominal value, and which should not exceed by more than 5% the reference price of the shares on the day preceding each purchase, in compliance with the guidance and regulations of Borsa Italiana S.p.A.. As of 24 May 2006 304.9 million ordinary Eni shares were purchased, representing 7.6% of Eni’s share capital, at a total cost of 4.8 billion euro, representing an average of euro 15.8 per share.