Obligation ENI S.p.A 1.125% ( XS1493328477 ) en EUR

ENI S.p.A

90.7 % ▲

Italie

XS1493328477 ( en EUR )

1.125% par an ( paiement annuel )

18/09/2028

Prospectus brochure de l'obligation ENI S.p.A XS1493328477 en EUR 1.125%, échéance 18/09/2028

100 000 EUR

600 000 000 EUR

19/09/2024 ( Dans 146 jours )

L'Obligation émise par ENI S.p.A ( Italie ) , en EUR, avec le code ISIN XS1493328477, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/09/2028

Debt Issuance Programme Base Prospectus dated 2 October 2020

Eni S.p.A.
(incorporated with limited liability in the Republic of Italy)
as Issuer and as Guarantor of the Notes issued by
Eni Finance International SA
(incorporated with limited liability in the Kingdom of Belgium)
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"), each of Eni S.p.A. ("Eni" and the "Company")
and Eni Finance International SA ("EFI" and, in its capacity as an issuer of Notes (as defined below), together with Eni in such capacity, the "Issuers" and each of EFI and Eni, in such capacity, individually,
an "Issuer"), in accordance with the Distribution Agreement (as defined on page 153) and the Agency Agreement (as defined on page 61) 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 by Eni ("Eni Notes") will constitute obbligazioni pursuant to Article 2410 et seq. of the Italian Civil Code.
Notes issued by EFI ("EFI Notes") will be unconditionally and irrevocably guaranteed as to payments of principal, premium (if any) and interest (if any) by Eni (in such capacity, the "Guarantor"). 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or superseded (the "Prospectus Regulation").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 Issuers.
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 9).
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. 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 Issuers 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 2 October 2021,
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 Eni 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"). EFI Notes will be in bearer form only and each Series will be represented on issue by a
permanent global note in bearer form (each, a "permanent Global Note"). Bearer Notes cannot be physically delivered in Belgium (except to a clearing system for immobilisation). Upon exchange into
Definitive Notes (as defined herein), EFI will arrange for the bearer form Notes to be delivered outside Belgium. Eni 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. In the case of Eni Notes, 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. EFI Notes will be deposited with the operator of the NBB Securities
Settlement System (as defined herein), currently being the National Bank of Belgium or any successor thereto (the "NBB"). Accordingly, EFI Notes will be subject to the applicable settlement regulations,
including the Belgian law of 6 August 1993 on transactions in certain securities, its implementing Belgian Royal Decrees of 26 May 1994 and 14 June 1994 and the rules of the NBB Securities Settlement
System and its annexes, as issued or modified by the NBB from time to time (together the "NBB Securities Settlement System Regulations"). Upon deposit, the Global Notes will be immobilised. An
amount equal to their respective portion of the principal amount of the EFI Notes will be credited to holders having a book-entry interest in the EFI Notes, to the securities accounts they hold with participants
in the NBB Securities Settlement System. Global Notes issued by EFI can only be exchanged in Definitive Notes in certain limited circumstances. The provisions governing the exchange of interests in
Global Notes for other Global Notes and Definitive Notes (as defined on page 99) 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 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
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs, pursuant to the 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 European Union or the United Kingdom ("UK") and registered under the 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 the London Interbank Offered Rate ("LIBOR") or the Euro Interbank Offered Rate ("EURIBOR"), as specified
in the relevant Final Terms. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR) and the European Money Markets Institute (as administrator of EURIBOR)
are included in register of administrators maintained by ESMA under Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation").
Notes issued under the Programme will not be offered or sold to "consumers" within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique).
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
BNP PARIBAS
Credit Suisse
Deutsche Bank
Goldman Sachs International
IMI Intesa Sanpaolo
HSBC
J.P. Morgan
Morgan Stanley
NatWest Markets
UBS Investment Bank

UniCredit Bank

This Base Prospectus comprises two base prospectuses in respect of each of Eni and EFI for the
purposes of Article 8 of the Prospectus Regulation.
Each Issuer (with respect to itself) and the Guarantor (with respect to itself and jointly and severally
with EFI) (the addresses of the registered office of the Issuers and the Guarantor appear on page
176 of this Base Prospectus) accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of each Issuer (with respect to itself) and the Guarantor
(with respect to itself and jointly and severally with EFI), 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 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 Issuers, the Guarantor 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 Issuers or the Guarantor 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 either of the Issuers or the Guarantor
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 Issuers, the Guarantor, the Dealers and the Arranger to
inform themselves about and to observe any such restriction. 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.
PROHIBITION OF SALES TO EEA AND 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 European Economic Area (the "EEA") or 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 (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (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; or (iii) not a qualified investor as defined in the Prospectus Regulation.

3

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 or in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK
may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The applicable Final Terms in respect of any Notes
will 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 (the "MiFID 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 will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
Notes issued under the Programme will not be offered or sold to "consumers" within the meaning
of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique).
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 Issuers, the Guarantor or the Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accepts any responsibility
for the contents of this Base Prospectus or for any acts or omissions of the Issuers, the Guarantor
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 Issuers, the Guarantor 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 either of the Issuers, the Guarantor, the Arranger or the Dealers
that any recipient of this Base 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 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
Issuers or the Guarantor 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.

4

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.
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 United Kingdom, 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.

5

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.bourse.lu).
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.

6

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 8
RISK FACTORS ...............................................................................................................................................15
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................52
PROSPECTUS SUPPLEMENT AND DRAWDOWN PROSPECTUS ...........................................................60
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................61
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................95
USE OF PROCEEDS ......................................................................................................................................105
ENI ................................................................................................................................................................106
EFI ................................................................................................................................................................136
BELGIAN TAXATION ...................................................................................................................................138
ITALIAN TAXATION ....................................................................................................................................143
LUXEMBOURG TAXATION ........................................................................................................................151
TAXATION -- FATCA WITHHOLDING ......................................................................................................152
PLAN OF DISTRIBUTION ...........................................................................................................................153
FORM OF FINAL TERMS .............................................................................................................................157
GENERAL INFORMATION ..........................................................................................................................172

7

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.
Issuers
Eni S.p.A. ("Eni")
Eni Finance International SA ("EFI")
Issuer Legal Entity Identifier (LEI)
The Legal Entity Identifier (LEI) of Eni is
BUCRF72VH5RBN7X3VL35 and the Legal Entity Identifier
(LEI) of EFI is 5493001XW6MSHRMFLU28.
Website of Eni
https://www.eni.com/en_IT/
Website of EFI
https://www.enifinanceinternational.com
Guarantor
Eni S.p.A. (in such capacity, the "Guarantor") will
unconditionally and irrevocably guarantee the due payment of all
sums expressed to be payable under the Notes and Coupons
issued by EFI in accordance with the Amended and Restated
Distribution Agreement and the Amended and Restated Agency
Agreement.
Guarantor Legal Entity Identifier
BUCRF72VH5RBN7X3VL35
(LEI)
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.
Arranger
Goldman Sachs International
Dealers
Barclays Bank Ireland PLC
BNP PARIBAS
Credit Suisse Securities (Europe) Limited
Deutsche Bank Aktiengesellschaft
Goldman Sachs International
HSBC Bank plc
Intesa Sanpaolo S.p.A.
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
NatWest Markets N.V.
UBS AG London Branch
UniCredit Bank AG
The Issuers 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

8

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. Any of the Issuers may be
appointed as Dealers under the Programme, except that EFI shall
not act as Dealer for Notes other than EFI Notes.
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
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"). Eni
Notes 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
Eni 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
issued by Eni 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 Exemptions"
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").
EFI Notes will be issued in bearer form and will be represented
on issue, by a permanent Global Note in bearer form. The
permanent Global Note will be deposited with, immobilised by
and held with the operator of the NBB Securities Settlement
System, currently the National Bank of Belgium or any successor
thereof (the "NBB"). Accordingly, EFI Notes will be subject to

9

the applicable settlement regulations, including the Belgian law
of 6 August 1993 on transactions in certain securities, its
implementing Belgian Royal Decrees of 26 May 1994 and 14
June 1994 and the rules of the NBB Securities Settlement System
and its annexes, as issued or modified by the NBB from time to
time (together the "NBB Securities Settlement System
Regulations").
EFI Notes will be issued in compliance with TEFRA C (as
defined in "TEFRA Exemptions" below).
Clearing and settlement
The Eni Notes will be cleared through Clearstream, Luxembourg
and Euroclear.
EFI Notes will be settled through the NBB Securities Settlement
System, and its direct participants Euroclear and Clearstream
Banking AG, Frankfurt. The Belgian Paying Agent (as defined
below) will act as domiciliary agent vis-à-vis the NBB Securities
Settlement System in respect of EFI Notes, pursuant to a clearing
services agreement dated 3 April 2018 between the NBB, EFI as
Issuer and Banque Eni SA as paying agent (the "Belgian Paying
Agent") (the "Clearing Services Agreement"). Transfers of
book-entry interests in the EFI Notes will be effected between
participants of the NBB Securities Settlement System (which
include Euroclear and Clearstream Banking AG, Frankfurt) in
accordance with the NBB Securities Settlement System
Regulations and the rules and operating procedures of its
participants. Transfers will in principle be settled in same day
funds for value date the issue date. The EFI Notes will be traded
on a fungible basis in accordance with the Belgian Coordinated
Royal Decree No. 62 of 10 November 1967, governing the
custody of transferable financial instruments and the settlement
of transactions on these instruments.
In relation to any Tranche, the relevant Issuer, the Fiscal Agent
and the relevant Dealer may agree upon another clearing system.
Initial Delivery of Notes
In respect of Eni 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. In respect of Eni Notes, 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 and Clearstream,
Luxembourg on or before the issue date for each Tranche.
Upon issue, EFI Notes will be represented by Global Notes in
bearer form. The Global Note issued by EFI will be deposited
with, immobilised by and held with the operator of the NBB

10