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<SEC-DOCUMENT>0001311435-06-000008.txt : 20060504
<SEC-HEADER>0001311435-06-000008.hdr.sgml : 20060504
<ACCEPTANCE-DATETIME>20060504063907
ACCESSION NUMBER:		0001311435-06-000008
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20060430
FILED AS OF DATE:		20060504
DATE AS OF CHANGE:		20060504

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENI SPA
		CENTRAL INDEX KEY:			0001002242
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14090
		FILM NUMBER:		06805942

	BUSINESS ADDRESS:	
		STREET 1:		PIAZZALE ENRICO MATTEI 1
		CITY:			ROME ITALY
		STATE:			L6
		ZIP:			00144
		BUSINESS PHONE:		011390659822449

	MAIL ADDRESS:	
		STREET 1:		PIAZZALE ENRICO MATTEI 1
		CITY:			ROME ITALY
		STATE:			L6
		ZIP:			00144
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>sj0406en6k.htm
<TEXT>
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<head>
<title>sj0406en6k.htm</title>
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<h5 align="left"><a href="#tocpage">Table of Contents</a></h5>

<hr size="4" noshade color="#000000" style="margin-top: -5px">

<hr size="1" noshade color="#000000" style="margin-top: -10px">

<p align="center" style="font-size: 14pt"><font size="4"><b>SECURITIES
AND EXCHANGE COMMISSION</b></font> <br>
<font size="3"><b>Washington, D.C. 20549</b></font> </p>

<hr size="1" noshade width="25%">

<p align="center" style="font-size: 18pt"><b>Form&nbsp;6-K</b> </p>

<p align="center" style="font-size: 10pt"><b>REPORT OF FOREIGN
ISSUER</b><br>
Pursuant to Rule&nbsp;13a-16 or 15d-16 of<br>
the Securities Exchange Act of 1934 </p>

<p align="center" style="font-size: 10pt">For the month of April
2006</p>

<p align="center" style="font-size: 24pt"><b>Eni S.p.A.<br>
</b><font size="2">(Exact name of Registrant as specified in its
charter) </font></p>

<p align="center" style="font-size: 10pt"><b>Piazzale Enrico
Mattei 1 - 00144 Rome, Italy</b><br>
(Address of principal executive offices) </p>

<hr size="1" noshade width="25%">

<p align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.) </p>

<p align="center" style="font-size: 10pt">Form&nbsp;20-F&nbsp;<font
face="Wingdings">x</font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Form&nbsp;40-F&nbsp;<font
face="Wingdings">o</font> </p>

<hr size="1" noshade width="25%">

<p align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Indicate
by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2b under the
Securities Exchange Act of 1934.) </p>

<p align="center" style="font-size: 10pt">Yes&nbsp;<font
face="Wingdings">o</font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;<font
face="Wingdings">x</font> </p>

<p align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(If
&#147;Yes&#148; is marked, indicate below the file number
assigned to the registrant in connection with
Rule&nbsp;12g3-2(b): <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>)
</p>

<hr size="1" noshade color="#000000" style="margin-top: -2px">

<hr size="4" noshade color="#000000" style="margin-top: -10px">

<p align="center" style="font-size: 10pt">&nbsp; </p>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center" style="font-size: 10pt"><b>TABLE OF CONTENTS</b>
<!-- TOC --><a name="tocpage"></a> </p>

<p align="left">&nbsp;</p>

<p><a href="#101"><font size="4">Press Release dated April 12,
2006</font></a></p>

<p><a href="#102"><font size="4">Notice of Shareholders&#146;
Meeting 2006</font></a></p>

<p><a href="#103"><font size="4">Report of the Board of Directors
on the proposals concerning the items in the Shareholders&#146;
Meeting Agenda</font></a></p>

<p align="center">&nbsp; </p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="left">&nbsp;</p>

<p align="center"><font size="4"><b>SIGNATURES</b> </font></p>

<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorised. </p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td width="48%">&nbsp;</td>
        <td width="1%">&nbsp;</td>
        <td width="1%">&nbsp;</td>
        <td width="35%">&nbsp;</td>
        <td width="15%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top">&nbsp;</td>
        <td align="center" colspan="3">Eni S.p.A.<br>
        &nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td>&nbsp;</td>
        <td valign="top">&nbsp;&nbsp;&nbsp;</td>
        <td colspan="2" style="border-bottom: 1px solid #000000">&nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td>&nbsp;</td>
        <td>&nbsp;</td>
        <td colspan="2">Name: Fabrizio Cosco&nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td>&nbsp;</td>
        <td>&nbsp;</td>
        <td valign="top">Title:&nbsp;&nbsp;</td>
        <td>Company Secretary&nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td colspan="5">&nbsp;</td>
    </tr>
</table>

<p align="left">Date: April 30, 2006</p>

<p align="center" style="font-size: 10pt">&nbsp;</p>

<p align="center" style="font-size: 10pt">&nbsp;</p>

<p align="center">&nbsp; </p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="101">Table of Contents</a></h5>

<p align="center"><font size="4"><b>PRESS RELEASE</b></font></p>

<p>&nbsp;</p>

<p align="center"><font size="4"><b>Eni: Annual
Shareholders&#146; Meeting convened</b></font></p>

<p><i>Rome, April 12, 2006</i> - The Board of Directors of Eni
SpA convened the ordinary shareholders&#146; meeting on 24 and 25
May 2006 on first and second call respectively and an
extraordinary shareholders&#146; meeting on 23, 24 and 25 May
2006 on first, second and third call respectively to resolve on
the following items.</p>

<p><b>Ordinary Shareholders&#146; Meeting</b></p>

<p><b><i>Financial Statements and Dividend</i></b>: approval of
2005 financial statements, which show a profit of euro
5,287,660,333.55, and distribution of a dividend amounting to
euro 1.10 per share, as reported to the market on 31 March 2006.</p>

<p><b><i>Purchase of Own Shares</i></b>: authorization to
purchase up to 400 million own shares (or 9.986% of capital), for
a maximum cash outlay of euro 7.4 billion (increased from euro
5.4 billion). This authorization will be valid until November
2007, or 18 months from the date of the Meeting. Both limits take
into account the number of own shares held in treasury at the
date of the Meeting.</p>

<p>From the inception of the buy-back program to 11 April 2006 a
total of 296,451,609 shares (7.4% of Eni share capital) were
purchased for euro 4,618.8 million, corresponding to 85.53% of
the maximum amount of euro 5.4 billion. The average purchase
price was &#128; 15.58 per share.</p>

<p><b><i>Approval of the 2006-2008 stock option plan and
authorization to the Board to dispose of a maximum of 30 million
own shares for servicing said plan</i></b></p>

<p>The Board of Directors resolved to propose to the
Shareholders&#146; Meeting the approval of the 2006-2008 stock
option plan and to authorize it to dispose of a maximum of 30
million treasury shares, corresponding to approximately 0.75% of
Eni&#146;s share capital for servicing said plan. Option rights
will be granted in the three year period to the managers of Eni
who hold positions of significant responsibility for achieving
profitability or strategic targets (approximately 350 persons)
and will vest after three years from the grant date in variable
proportion from 100% to 40% as a function of the total
shareholder return of Eni shares in the three-year vesting period
as compared to the return of the six largest international oil
companies in terms of market capitalization. The purchase price
of shares will correspond to the higher of the arithmetic average
of official prices recorded on the Mercato Telematico Azionario
in the month preceding the grant date and the average cost of the
treasury shares as of the day prior to the grant.</p>

<p><b><i>Insurance policy</i></b>: authorization to insure
directors and statutory auditors of Eni by means of a
Directors&#146; and Officers&#146; Liability Policy - D&amp;O.</p>

<p align="center">- 1 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p><font size="4"><b>Extraordinary Shareholders&#146; Meeting</b></font></p>

<p><b><i>Changes in Eni&#146;s By-laws</i></b>: approval of the
following changes in Eni&#146;s by-laws: (i) right to convene
shareholders&#146; meetings through a notice to be published in
national daily newspapers; (ii) right for shareholders
representing at least one fortieth (1/40) of Eni&#146;s share
capital to request an integration in the agenda of
shareholders&#146; meetings (art. 13.1); (iii) declaration of
compliance to the legal requirements of honorability and
independence to be provided by the candidates to the office of
director; periodical evaluation by the Board of Directors of the
persistence of such requirements in at least one or three
directors depending on whether the Board is composed of up to or
more than five directors and depending on their participation to
different Board Committees; (iv) clear indication of the duty of
the Board of Directors to ascertain the honorability of General
Managers (art. 24.1); (v) definition of the procedure for
appointing the manager responsible for the preparation of
financial reporting documents (art. 24.1); (vi) election of the
Chairman of the Board of Statutory Auditors among the candidates
of the minority list (art. 28.2); (vii) power to convene the
Board of Directors by at least one statutory auditor and power to
convene the shareholders&#146; meeting by at least two statutory
auditors (art. 28.4).</p>

<p>The Board also approved the merger into Eni of its
wholly-owned subsidiary Eni Portugal Investment SpA, whose sole
purpose is the holding of shares of Galp Energia. This merger
aims to simplify Eni&#146;s holding structure while increasing
efficiency in the management of activities by reducing the number
of decision-making levels.</p>

<p>Contacts:</p>

<p><b>Switchboard</b>: +39-0659821</p>

<p><b>Free number</b>: 800940924</p>

<p><b>e-mail</b>: segreteriasocietaria.azionisti@eni.it</p>

<p>&nbsp;</p>

<p><b>Investor Relations:</b></p>

<p><b>e-mail</b>: investor.relations@eni.it</p>

<p>Eni SpA Piazza Vanoni, 1 20097 San Donato Milanese (MI) &#150;
Italia</p>

<p>tel.: 0252051651 - fax:0252031929</p>

<p><b>Media Relations:</b></p>

<p>tel: 0252031287 tel 0659822040</p>

<p><b>e-mail:</b><font color="#0000FF"> </font>ufficiostampa@eni.it</p>

<p>This press release is available on www.eni.it</p>

<p>&nbsp;</p>

<p align="center">- 2 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="102">Table of Contents</a></h5>

<p align="center"><font size="4">Eni S.p.A.<br>
Registered Office: Piazzale Enrico Mattei, No. 1, Rome - Italy<br>
Company Share capital euro 4,005,358,876.00 fully paid up<br>
Rome Companies Register Tax Identification Number 00484960588<br>
VAT Number 00905811006 R.E.A. Rome No. 756453</font></p>

<p>&nbsp;</p>

<p align="center"><b>NOTICE OF SHAREHOLDERS' MEETING</b></p>

<p>Shareholders of Eni S.p.A. are hereby invited to attend the
Ordinary Shareholders' Meeting, which will be held in Rome, Via
del Serafico, 89/91, on May 24, 2006 at 10:00 a.m. (CET) on first
call and, if necessary, on May 25, 2006, on second call,
respectively, at the same time and location.</p>

<p align="center"><b>AGENDA</b></p>

<ol>
    <li>Eni Financial Statements at December 31, 2005, Eni
        Consolidated Financial Statements at December 31, 2005,
        Report of the Directors on the course of the business,
        Report of the Board of Statutory Auditors and Report of
        the Independent Auditors.</li>
    <li>Allocation of net income.</li>
    <li>Authorisation to the purchase of Eni shares and
        withdrawal, for the part not yet executed, of the
        authorisation to the purchase of Eni shares approved by
        the Shareholders&#146; Meeting held on May 27, 2005.</li>
    <li>Approval of Eni Stock-Option Plan 2006-2008 and
        authorisation to the Board of Directors to use Eni&#146;s
        own shares for its implementation.</li>
    <li>Subscription of a Directors &amp; Officers&#146;
        Liability insurance in favour of Eni S.p.A. Directors and
        Statutory Auditors.</li>
</ol>

<p>Admission to the Shareholders&#146; Meeting is subject to the
delivery of the notification of attendance issued by financial
intermediaries at least two labour days before the date of the
shareholders&#146; meeting on first call.</p>

<p>In order to take part in the Shareholders&#146; Meeting,
Shareholders holding shares not yet in uncertificated form, shall
previously deliver said shares to a financial intermediary in
order to have them deposited with Monte Titoli S.p.A. (the
Italian Securities Register Centre) and subsequently transformed
into uncertificated form and request the above-mentioned
notification of attendance.</p>

<p>The report on the proposals of resolutions of the Board of
Directors to the Shareholders on each item of the Agenda and the
related documentation will be deposited at the Company&#146;s
Registered Office and with the Borsa Italiana S.p.A. (the Italian
Stock Exchange) within April 21, 2006 and shall remain at the
Shareholders&#146; disposal until the date of the
Shareholders&#146; Meeting.</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center">- 3 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p>&nbsp;</p>

<p>Vote may be exercised also by mail pursuant to current
legislation. Shareholders willing to exercise their vote by mail
are entitled to request the Vote by Mail Card and a return
envelope to the Company or the following Depositaries: Banca
Intesa S.p.A., Banca Nazionale del Lavoro S.p.A., Banca Monte dei
Paschi di Siena S.p.A., Capitalia S.p.A., Banca Fideuram S.p.A.,
Sofid Sim S.p.A., Citibank N. A., JPMorgan Chase Bank, N.A. and
Morgan Guaranty Trust Company of New York.</p>

<p>In order to consider the votes by mail valid, envelopes
containing the Vote by Mail Card, duly filled in and signed,
shall be received by Eni S.p.A. - Segreteria societaria, Piazzale
Enrico Mattei, 1 - 00144 Rome, Italy by May 22, 2006, 10:00 a. m.
(CET)<i>.</i> Votes by mail contained in the Vote by Mail Cards
received after said term will not be taken into consideration.<br>
Vote by mail must be exercised personally by the person entitled
to vote.</p>

<p>Beneficial Owners of ADRs, listed on the New York Stock
Exchange, each ADR representing two Eni ordinary shares, who are
recorded in Eni ADRs register of JPMorgan Chase Bank, N.A. by May
17, 2006 will be entitled to participate in the Meeting or to
exercise votes by mail, after having complied with the deposit
and registration requirements. Beneficial Owners who have taken
advantage of Proxy Vote or Vote by Mail options are entitled to
assist at the Meeting upon written request to be made to JPMorgan
Chase Bank, N.A., ADRs Depositary.</p>

<p>In order to simplify controls of powers entitling the
participation in the Shareholders&#146; Meeting, people who
intend to participate in the Meeting as legal or voluntary
representatives of Shareholders or other people entitled to take
part in it are requested to deliver to Eni S.p.A.&#146;s
Corporate Secretary the deeds entitling them to said
participation, by mail, also in copy, or by fax, at least two
days before the date of the Meeting.<br>
Experts, financial analysts and journalists wishing to attend the
Shareholders&#146; Meeting shall deliver, by mail or fax, a
request to Eni S.p.A.&#146;s Corporate Secretary at least two
days before the date of the Meeting.</p>

<p>Eni S.p.A.'s Corporate Secretary is available for any further
information Shareholders may need at the toll-free number 800 940
924 (for calls form abroad Italy: ++ 80011223456) or fax number +
39 6 59822233.</p>

<p>The Notice and the documentation regarding the
Shareholders&#146; Meeting will be available on www.eni.it and
may be requested by e-mail at
segreteriasocietaria.azionisti@eni.it or by calling the
above-mentioned toll-free numbers.</p>

<p align="center">The Chairman of the Board of Directors<br>
<b>Mr. Roberto Poli</b></p>

<p align="center">* * * *</p>

<p>To timely comply with admission and registration procedures,
Shareholders are kindly requested to arrive at the Meeting in
advance of the start time of the Meeting itself. Registration for
the Meeting will take place at the same location as the Meeting
and will start at 9:00 a.m. (CET).</p>

<p align="center">- 4 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="103">Table of Contents</a></h5>

<blockquote>
    <p align="center"><font size="5"><strong>Eni S.p.A.</strong></font></p>
    <p align="center"><font size="4">Ordinary Shareholders&#146;
    Meeting to be held on May 24 and May 25, 2006 on first and
    second call, respectively</font></p>
    <p align="center"><font size="4">Extraordinary
    Shareholders&#146; Meeting to be held on May 23, May 24 and
    May 25, 2006 on first second and third call, respectively</font></p>
    <p align="center"><font size="4"><b><i>Report on the
    proposals of the Board of Directors on the items</i></b></font></p>
    <p align="center"><font size="4"><b><i>in the
    Shareholders&#146; Meeting Agenda</i></b></font></p>
    <p>&nbsp;</p>
    <p align="center"><b>Ordinary Part</b></p>
    <p align="center">&nbsp;</p>
    <p align="center"><b>Item 1<br>
    Eni Financial Statements at December 31, 2005, Consolidated
    Financial Statements at December 31, 2005, Report of the
    Directors on the course of the business, Report of the Board
    of Statutory Auditors and Report of the Independent Auditors</b></p>
</blockquote>

<p>To the Shareholders:</p>

<p>for the illustration of Eni Financial Statements please refer
to Eni Annual Report 2005 deposited at the Company's Registered
Office and with the Borsa Italiana S.p.A. (the Italian Stock
Exchange).</p>

<p>To the Shareholders:</p>

<p>You are invited to approve Eni Financial Statements at
December 31, 2005, which disclose a net income of euro
5,287,660,333.55.</p>

<p>&nbsp;</p>

<p align="center"><b>Item 2<br>
Allocation of net income</b></p>

<p>To the Shareholders:</p>

<p>in consideration of Eni 2005 results, the Board of Directors
proposes to approve:</p>

<ul>
    <li>the allocation of euro 3,601,962,335.60 of Eni 2005 net
        income of euro 5,287,660,333.55 left after the payment of
        an interim dividend of euro 0.45 per share resolved by
        the Board of Directors on September 21, 2005 and paid as
        of October 27, 2005, as follows:</li>
</ul>

<ul>
    <li>to the Legal Reserve 179,800.00 euro so that it totals
        one fifth of Eni share capital;</li>
</ul>

<p>&nbsp;</p>

<p align="center">- 5 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<ul>
    <li>to pay a dividend of 0.65 euro for each share outstanding
        on the ex-dividend date, Eni treasury shares on that date
        excluded. In consideration of the payment of the 2005
        interim dividend of 0.45 euro per share, the 2005
        dividend per share proposed amounts at 1.10 euro;</li>
</ul>

<ul>
    <li>to the Distributable Reserve the amount left after the
        previous allotments;</li>
</ul>

<ul>
    <li>the payment of said dividends as from June 22, 2006,
        being the ex-dividend date June 19, 2006.</li>
</ul>

<p align="center">&nbsp;</p>

<p align="center"><b>Item 3<br>
Authorisation to the purchase of Eni shares and withdrawal, for
the part not yet executed, of the authorisation to the purchase
of Eni shares approved by the Shareholders&#146; Meeting held on
May 27, 2005</b></p>

<p>To the Shareholders:</p>

<p>the Shareholders&#146; Meeting held on May 27, 2005 authorised
the purchase of up to 400 million Eni ordinary shares, nominal
value euro 1, within eighteen months as of the Shareholders&#146;
Meeting date. According to said resolution, the total expense
wouldn&#146;t have exceeded 5.4 billion euro and the purchase
price wouldn&#146;t have been lower than Eni share nominal value
and not higher than the reference price recorded on the day
preceding each purchase increased of 5% of its amount.</p>

<p>On April 11, 2006 Eni shares bought are 296,451,609,
corresponding to 7.4% of Eni current share capital; the related
expense totals 4,618.8 million euro, corresponding to 85.53% of
5.4 billion euro. The average purchase price is 15.58 euro.</p>

<p>The Board intends to continue the buy-back programme,
initiated in 2000, which represents an effective and flexible
instrument to increase the shareholders value. Therefore the
Board proposes to the Shareholders&#146; Meeting to withdraw the
authorisation to purchase Eni shares approved by the
Shareholders&#146; Meeting held on May 27, 2005, for the amount
not yet exercised at the Shareholders&#146; Meeting date, and to
be authorised, pursuant to Article 2357 of the Civil Code and
Article 132 of Legislative Decree No. 58 dated February 24, 1998,
to purchase up to 400 million of Eni shares, nominal value euro
1, corresponding to 9.986% of Eni share capital, within eighteen
months as of the Shareholders&#146; Meeting date. The total
expense will not exceed the amount of euro 7.4 billion. The
Reserve for the purchase of Eni shares will be therefore
increased of 2 billion euro to be taken from the Distributable
Reserve.</p>

<p>The purchases will be executed exclusively on the electronic
stock market organised and managed by the Borsa Italiana S.p.A.
(the Italian Stock Exchange), according to the rules issued by
the Italian Stock Exchange itself. The purchase price will not be
lower than Eni shares nominal value and not higher than the
reference price recorded on the day preceding each purchase
increased of 5% of its amount.</p>

<p>In order not to trespass the 10% threshold set by Article
2357, third paragraph, of the Civil Code, in the determination of
the number of shares to be purchased and the related total
expense, the treasury shares owned on the Shareholders&#146;
Meeting date will be taken into consideration.</p>

<p>&nbsp;</p>

<p align="center">- 6 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p>To the Shareholders:</p>

<p>You are invited to:</p>

<ul>
    <li>withdraw the delegation of authority to the Board of
        Directors to purchase treasury shares approved, pursuant
        to Article 2357, second paragraph, of the Civil Code, by
        the Ordinary Shareholders&#146; Meeting held on May 27,
        2005 for the amount not yet exercised at the
        Shareholders&#146; Meeting date;</li>
    <li>authorise the Board of Directors, pursuant to Article
        2357, second paragraph, of the Civil Code, to purchase up
        to 400,000,000 (four hundred million) Eni ordinary
        shares, nominal value euro 1, within eighteen months as
        of the Shareholders&#146; Meeting date. The purchases
        will be executed exclusively on the electronic stock
        market organised and managed by the Borsa Italiana S.p.A.
        (the Italian Stock Exchange), according to the rules
        issued by the Italian Stock Exchange itself. The purchase
        price will not be lower than Eni shares nominal value and
        not higher than the reference price recorded on the day
        preceding each purchase increased of 5% of its amount.
        The total expense will not exceed however 7.4 billion
        euro. In order not to trespass the 10% threshold set by
        Article 2357, third paragraph, of the Civil Code, in the
        determination of the number of shares to be purchased and
        the related total expense, the treasury shares owned on
        the Shareholders&#146; Meeting date will be taken into
        consideration;</li>
    <li>resolve to allocate 2 billion euro from the Distributable
        Reserve to the Reserve for the purchase of Eni shares,
        implemented pursuant to Article 2357-ter, last paragraph,
        of the Civil Code;</li>
    <li>resolve the use of the Reserve for the purchase of Eni
        shares;</li>
    <li>delegate any and all powers to the Chief Executive
        Officer to execute, directly or through
        attorneys-in-fact, any and all acts necessary to enforce
        such resolution.</li>
</ul>

<p align="center">&nbsp;</p>

<p align="center"><b>Item 4<br>
Approval of Eni Stock-Option Plan 2006-2008 and authorisation to
the Board of Directors to use Eni&#146;s own shares for its
implementation</b></p>

<p>To the Shareholders:</p>

<p>the Shareholders&#146; Meeting held on May 30, 2002 authorised
the Board of Directors to sell up to 15 million treasury shares
to implement Eni Stock Option Plan 2002-2004. The
Shareholders&#146; Meeting held on May 27, 2005 resolved to
extend said Plan to 2005 Financial Year and authorised the Board
of Directors to sell further 2,658,400 treasury shares, that
exceeded the shares used to implement Eni Stock Grant Plan
2003-2005, to be added to the 2,785,000 treasury shares left for
the 2005 assignations.</p>

<p>Of the 17,658,400 treasury shares available to implement the
four-year Plan, 17,033,500 rights to purchase Eni shares have
been assigned to 466 Eni managers in order to buy a corresponding
number of Eni shares.</p>

<p>The Board intends to avail, also for the three-year period
2006-2008 of an instrument to increase the involvement of Eni
managers in the enterprise risk and his commitment to the
enhancement of the shareholders value.</p>

<p align="left">&nbsp;</p>

<p align="center">-7 -</p>

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href="#tocpage">Table of Contents</a></h5>

<p>The Board proposes therefore to the Shareholders&#146; Meeting
to approve a Stock Option Plan (the &quot;Plan&quot;) with three
annual assignations, in 2006, 2007 and 2008 respectively, of
stock option rights to buy Eni shares.</p>

<p>The stock options will be assigned to managers employed by Eni
S.p.A. and its subsidiaries controlled directly or indirectly by
Eni S.p.A. pursuant to Article 2359 of the Civil Code, with the
exclusion of listed subsidiaries and their subsidiaries,
occupying those positions that mainly contribute to Eni Group
results or who have a strategic interest for the Group (about 350
managers, the &quot;Assignees&quot;), to be identified by Eni
S.p.A. Board of Directors according to specific Eni evaluation
criteria.</p>

<p>The stock option rights may be exercised after the vesting
period of three years from the assignation date has elapsed and
for a three-year period. When each vesting period elapses, the
Board will determine the number of stock option rights that may
be exercised, that may be not less than 40% and not more than
100% of those assigned, on the basis of the ranking of Eni
shares, in terms of Total Shareholders Return, in respect of the
other six major international oil companies for market
capitalisation.</p>

<p>The purchase price of the shares will be the higher between
the arithmetic average of the official prices of Eni shares
recorded on the electronic stock market organised and managed by
the Italian Stock Exchange (Borsa Italiana S.p.A.) in the month
preceding the date of the stock-option assignation and the
average cost of Eni treasury shares on the day preceding the
assignation date.</p>

<p>The Board, in order to implement the Plan, proposes to the
Shareholders&#146; Meeting to be authorised to sell up to 30
million Eni&#146;s own shares to the Assignees at the price
determined as above and to be empowered to approve the programs
for the annual assignations and the related regulations.</p>

<p>&nbsp;</p>

<p>To the Shareholders:</p>

<blockquote>
    <p>You are invited to:</p>
</blockquote>

<ul>
    <li>approve the Eni Stock-Option Plan 2006-2008 as described
        above, also according to Article 114-bis of Legislative
        Decree 58/98;</li>
    <li>authorise the Board of Directors, in order to implement
        said Plan, to sell up to 30 (thirty) million Eni&#146;s
        own shares to managers employed by Your Company and its
        subsidiaries controlled directly or indirectly by Eni
        S.p.A. pursuant to Article 2359 of the Civil Code, listed
        subsidiaries and their subsidiaries excepted, occupying
        those positions that mainly contribute to Eni Group
        results or who have a strategic interest for the Group,
        to be identified by Eni S.p.A.&#146;s Board of Directors
        according to specific Eni evaluation criteria. The
        purchase price of the shares is the higher between the
        arithmetic average of the official prices of Eni shares
        recorded on the electronic stock market organised and
        managed by the Italian Stock Exchange (Borsa Italiana
        S.p.A.) in the month preceding the date of the
        stock-option assignation and the average cost of Eni
        treasury shares on the day preceding the assignation
        date;</li>
    <li>delegate any and all necessary powers to the Board of
        Directors to approve the programs for the annual
        assignations and the related regulations.</li>
</ul>

<p align="center">- 8 -</p>

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href="#tocpage">Table of Contents</a></h5>

<blockquote>
    <p align="center"><b>Item 5<br>
    Subscription of a Directors&#146; &amp; Officers&#146;
    Liability insurance in favour of Eni S.p.A. Directors and
    Statutory Auditors</b></p>
</blockquote>

<p>To the Shareholders:</p>

<p>US listed companies generally avail of Directors&#146; &amp;
Officers&#146; Liability insurance policies (D&amp;O) for their
Directors. D&amp;O insurance policies are largely widespread also
in European companies for their Directors and Statutory Auditors;
in Italy, where most of the listed companies present in the
S&amp;P/MIB30 index have subscribed such D&amp;O policies, the
interest in D&amp;O is increasing. Because of the high diffusion
of said insurances, standard conditions are now available on the
market.</p>

<p>The Board of Directors, in consideration of the increase of
the situations where the Directors and Statutory Auditors may be
responsible for their acts directly with their properties, due to
the continuous evolution of the legislation applicable to Eni,
which is a company listed on the Italian Stock Exchange and the
NYSE, considers that the subscription of a D&amp;O insurance
policy represents an efficient protection of the Directors in
their current activity and helps them in assuming
responsibilities in the course of their tasks. Said protection
will not be effective in case of voluntary breaches of legal
duties connected to their roles and functions.</p>

<p>The Board, therefore, proposes to be authorised to sign a
D&amp;O insurance policy according to the market standard terms
and conditions for this kind of policies. In particular the Board
proposes to extend to Eni S.p.A. Directors and Statutory Auditors
the D&amp;O insurance policy to be signed for Eni S.p.A.
managers. The related maximum insurable sum amounts at 200
million US$ and the annual insurance premium at 2 million US$,
10-15% of which may be charged to the Directors and Statutory
Auditors D&amp;O.</p>

<p>&nbsp;</p>

<p>To the Shareholders:</p>

<p>You are invited to:</p>

<ul>
    <li>sign an insurance policy to cover the professional risks
        of Eni S.p.A. Directors and Statutory Auditors, according
        to the terms and conditions illustrated in the Report
        above;</li>
    <li>give authority to the Chief Executive Officer to sign,
        also through attorneys-in-fact, the related acts
        according to the market standard terms and conditions for
        this kind of insurance policies.</li>
</ul>

<p align="center">- 9 -</p>

<hr noshade>

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href="#tocpage">Table of Contents</a></h5>

<blockquote>
    <p align="center"><b>Extraordinary Part</b></p>
    <p align="center">&nbsp;</p>
</blockquote>

<p align="center"><b>Item 1<br>
Amendments to articles 13, paragraph 1, 17, paragraph 3, 24,
paragraph 1, and 28, paragraphs 2 and 4, of the By-laws</b></p>

<p>&nbsp;</p>

<p>To the Shareholders:</p>

<p>according to the Italian Corporate Governance Code of listed
companies (the &quot;Code&quot;):</p>

<ul>
    <li>an adequate number of non executive Board members of
        listed issuers shall be independent;</li>
    <li>the Board of Directors of said issuers may establish
        Board committees with advisory and consulting tasks; the
        majority of their members shall be independent Directors.</li>
</ul>

<p>According to the Legislative Decree no. 58/98 (the
&quot;Decree&quot;), as amended by the Law on the protection of
savings:</p>

<ul>
    <li>the Shareholders that, severally or jointly, represent at
        least one fortieth of Eni share capital, may ask, within
        five days as of the date of publication of the
        Shareholders&#146; Meeting notice, to add other items in
        the agenda. The request shall contain the matters to be
        proposed to the Shareholders&#146; Meeting. Said faculty
        may not be exercised on the matters upon which, pursuant
        to the applicable legislation, the Shareholders&#146;
        Meeting resolves on the basis of a proposal of the Board
        of Directors or on the basis of a project or report of
        the Board. The integrations accepted by the Board shall
        be published at least ten days before the
        Shareholders&#146; Meeting date, through a notice to be
        published on the Italian Official Gazette (article 126
        bis);</li>
    <li>the Board members and the General Directors shall have
        the same honorability requirements set forth for the
        Statutory Auditors by the Rules issued by the Ministry of
        Justice, pursuant to article 148, paragraph 4, of the
        Decree (article 147 quinquies);</li>
    <li>the by-laws of the listed issuers shall rule the
        appointment of the &quot;Manager responsible for the
        preparation of financial reporting documents&quot;
        (article 154 bis);</li>
    <li>the Chairman of the Board of Statutory Auditors shall be
        appointed by the Shareholders&#146; Meeting among the
        effective Statutory Auditors drawn from the minority
        lists (article 148);</li>
    <li>at least two effective Auditors are empowered to convene
        the shareholders' meetings and at least one effective
        Auditor is empowered to convene the board meetings
        (article 151).</li>
</ul>

<p>According to the above mentioned provisions of the Code and
the Decree, the Board proposes to the Shareholders&#146; Meeting
that the by-laws of Your Company expressly provides that:</p>

<ul>
    <li>the Shareholders that, severally or jointly, represent at
        least one fortieth of Eni share capital, may ask, within
        five days as of the date of publication of the
        Shareholders&#146; Meeting notice, to add other items in
        the agenda. The request shall contain the matters to be
        proposed to the Shareholders&#146; Meeting. Said faculty
        may not be exercised on the matters upon which, pursuant
        to the applicable legislation, the Shareholders&#146;
        Meeting resolves on the basis of a proposal of the Board
        of Directors or on the basis of a project or report of
        the Board. The integrations accepted by the Board shall
        be published at least ten days before the
        Shareholders&#146; Meeting date, through a notice to be
        published on the Italian Official Gazette;</li>
</ul>

<p align="center">- 10 -</p>

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href="#tocpage">Table of Contents</a></h5>

<ul>
    <li>each candidate to the office of Board member declares to
        have the independence and honorability requirements set
        forth by the legislation and rules applicable to the
        listed issuers;</li>
    <li>at least three Board members have the above mentioned
        independence requirement. The independent Board members
        take part, according to the terms set by the Board of
        Directors, also pursuant to the provisions of the
        Corporate Governance Codes adopted by the Company, to the
        Board committees established with advisory and consulting
        tasks on specific items;</li>
    <li>the appointment of General Managers is subject to the
        assessment by the Board of Directors of the existence of
        the honorability requirements;</li>
    <li>the Board of Directors, upon proposal of the Chief
        Executive Officer and in agreement with the Chairman,
        appoints the &quot;Manager responsible for the
        preparation of financial reporting documents&quot; and
        delegates powers and resources to him. The appointment is
        subject to the favourable opinion of the Board of
        Statutory Auditors;</li>
    <li>the Chairman of the Board of Statutory Auditors shall be
        appointed by the Shareholders&#146; Meeting among the
        effective Statutory Auditors according to article 17.3
        letter b) of the by-laws;</li>
    <li>at least two effective Auditors are empowered to convene
        the shareholders' meetings and at least one effective
        Auditor is empowered to convene the board meetings.</li>
</ul>

<p>The Board proposes to amend article 13, paragraph 1, of the
by-laws in order to expressly indicate that the
Shareholders&#146; Meeting notice may be published also on
newspapers with national circulation, according to article 2366
of the Italian Civil Code.</p>

<p>&nbsp;</p>

<p>To the Shareholders:</p>

<p>You are invited to:</p>

<ul>
    <li>amend articles 13, paragraph 1, 17, paragraph 3, 24,
        paragraph 1, and 28, paragraphs 2 and 4, of the by-laws
        as follows:</li>
</ul>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="48%"><p align="center"><font
        size="4"><b>Current Text</b></font></p>
        </td>
        <td valign="top" width="4%">&nbsp;</td>
        <td valign="top" width="48%"><p align="center"><font
        size="4"><b>Proposed Text</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="48%"><b>ARTICLE 13.1</b><p>Shareholders&#146;
        meetings are convened through a notice to be published on
        the Italian Official Gazette, according to the current
        legislation and in compliance with the rules in force
        regulating the exercise of the vote by mail.</p>
        </td>
        <td valign="top" width="4%">&nbsp;</td>
        <td valign="top" width="48%"><b>ARTICLE 13.1</b><p>Shareholders&#146;
        meetings are convened through a notice to be published on
        the Italian Official Gazette<b> or &quot;Il Sole 24
        Ore&quot; and other newspapers with national circulation</b>,
        according to the current legislation and in compliance
        with the rules in force regulating the exercise of the
        vote by mail.</p>
        <p><b>The Shareholders that, severally or jointly,
        represent at least one fortieth of Eni share capital, may
        ask, within five days as of the date of publication of
        the Shareholders&#146; Meeting notice, to add other items
        in the agenda. The request shall contain the matters to
        be proposed to the Shareholders&#146; Meeting. Said
        faculty may not be exercised on the matters upon which,
        pursuant to the applicable legislation, the
        Shareholders&#146; Meeting resolves on the basis of a
        proposal of the Board of Directors or on the basis of a
        project or report of the Board. The integrations accepted
        by the Board shall be published at least ten days before
        the Shareholders&#146; Meeting date, through a notice to
        be published as indicated above.</b></p>
        </td>
    </tr>
</table>

<p align="center">- 11-</p>

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href="#tocpage">Table of Contents</a></h5>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="48%"><b>ARTICLE 17.3</b><p>The
        Board members, except for the one appointed pursuant to
        Article 6.2, letter d) of these by-laws, are appointed by
        the shareholders' meeting on the basis of lists presented
        by Shareholders and by the Board of Directors, in such
        lists the candidates must be listed in numerical order.
        Should the retiring Board of Directors present its own
        candidate list, it must be deposited at the company's
        registered office and published in at least three Italian
        newspapers of general circulation, two of them business
        dailies, at least twenty days before the date set for the
        first call of the shareholders' meeting. Candidate lists
        presented by Shareholders must be deposited at the
        company registered office and published as indicated in
        the foregoing at least ten days before the date set for
        the first call of the shareholders' meeting.</p>
        <p>Each Shareholder may present or take part in the
        presenting of only one candidate list and each candidate
        may appear in one list only or he will be ineligible.
        Companies that are controlling entities or are under
        common control, as defined by Article 2359, first
        Paragraph, of the Civil Code, by the same entity of the
        company presenting a list shall not present nor take part
        in the presentation of another candidate list. Each
        candidate may appear in one list only or he will be
        ineligible. Only those Shareholders who, alone or
        together with other Shareholders, represent at least 1
        per cent of voting share capital at the ordinary
        shareholders' meeting may present candidate lists. In
        order to demonstrate the title on the number of shares
        necessary to present candidate lists, the Shareholders
        must present and/or deliver to the company registered
        office a copy of the certification issued by the
        authorised financial intermediaries that are depositaries
        of their shares at least five days prior to the date set
        for the first call of the shareholders' meeting.<br>
        Together with each list, within the aforementioned time
        limits, statements must be presented in which each
        candidate accepts his nomination and attests, in his own
        responsibility, that he possesses the requisites required
        by the norms in force for the corresponding appointments
        and that causes for his ineligibility and incompatibility
        are non existing.</p>
        </td>
        <td valign="top" width="4%">&nbsp;</td>
        <td valign="top" width="48%"><b>ARTICLE 17.3</b><p>The
        Board members, except for the one appointed pursuant to
        Article 6.2, letter d) of these by-laws, are appointed by
        the shareholders' meeting on the basis of lists presented
        by Shareholders and by the Board of Directors; in such
        lists the candidates must be listed in numerical order.
        Should the retiring Board of Directors present its own
        candidate list, it must be deposited at the company's
        registered office and published in at least three Italian
        newspapers of general circulation, two of them business
        dailies, at least twenty days before the date set for the
        first call of the shareholders' meeting. Candidate lists
        presented by Shareholders must be deposited at the
        company registered office and published as indicated in
        the foregoing at least ten days before the date set for
        the first call of the shareholders' meeting.</p>
        <p>Each Shareholder may present or take part in the
        presenting of only one candidate list and each candidate
        may appear in one list only or he will be ineligible.
        Companies that are controlling entities or are under
        common control, as defined by Article 2359, first
        Paragraph, of the Civil Code, by the same entity of the
        company presenting a list shall not present nor take part
        in the presentation of another candidate list. Each
        candidate may appear in one list only or he will be
        ineligible. Only those Shareholders who, alone or
        together with other Shareholders, represent at least 1
        per cent of voting share capital at the ordinary
        shareholders' meeting may present candidate lists. In
        order to demonstrate the title on the number of shares
        necessary to present candidate lists, the Shareholders
        must present and/or deliver to the company registered
        office a copy of the certification issued by the
        authorised financial intermediaries that are depositaries
        of their shares at least five days prior to the date set
        for the first call of the shareholders' meeting.<br>
        Together with each list, within the aforementioned time
        limits, statements must be presented in which each
        candidate accepts his nomination and attests, in his own
        responsibility, that causes for his ineligibility and
        incompatibility are non existing and that he possesses
        the requirements<b>, honorability and independence
        requirements required by the norms in force for the
        Statutory Auditors included.</b></p>
        <p><b>At least one Board member, if the Board members are
        no more than five, or at least three Board members if
        they are more than five, shall have the independence
        requirement. The independent Board members take part,
        according to the provisions set by the Board and by the
        Corporate Governance Codes issued by the companies that
        manage stock markets to which the Company adheres, to the
        Board Committees that the Board of Directors may
        establish. Said Board Committees shall have advisory and
        consulting tasks on specific items.</b></p>
        <p><b>The Board of Directors evaluates periodically the
        independence and the honorability of its members. If
        these requirements are not present or elapse and, if the
        minimum number of independent Board members set by these
        by-laws is not met, the Board of Directors removes the
        Board member without the independence requirement and
        resolves upon his substitution.</b></p>
        </td>
    </tr>
</table>

<p align="center">- 12 -</p>

<hr noshade>

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href="#tocpage">Table of Contents</a></h5>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="48%">Each person entitled to vote
        may vote for a candidate list only.<p>Board members will
        be elected in the following manner:</p>
        <p>a) seven tenths of the members to be elected will be
        drawn out from the candidate list that receives the
        majority of votes expressed by the Shareholders in the
        numerical order in which they appear on the list, rounded
        off in the event of a fractional number to the next lower
        number;</p>
        <p>b) the remaining Board members will be drawn out from
        the other candidate lists; to this purpose the votes
        obtained by each candidate list will be divided by one or
        two depending on the number of the members to be elected.
        The quotients thus obtained will be assigned
        progressively to candidates of each said list in the
        order given in the lists themselves. Quotients thus
        assigned to candidates of said lists will be set in one
        decreasing numerical order. Those who obtain the highest
        quotients will be elected.</p>
        <p>In the event that more than one candidate obtains the
        same quotient, the candidate elected will be the one of
        the list that has not hitherto had a Board member elected
        or that has elected the least number of Board members.<br>
        In the event that none of the lists has yet elected a
        Board member or that all of them have elected the same
        number of Board members, the candidate from all such
        lists who has obtained the largest number of votes will
        be elected. In the event of equal list votes and equal
        quotient, a new vote will be taken by the entire
        shareholders' meeting and the candidate elected will be
        the one who obtains a simple majority of the votes;</p>
        <p>c) to appoint Board members for any reason not covered
        by the terms of the aforementioned procedure, the
        shareholders' meeting will make a resolution with the
        majorities prescribed by the law.</p>
        </td>
        <td valign="top" width="4%">&nbsp;</td>
        <td valign="top" width="48%">Each person entitled to vote
        may vote for a candidate list only.<p>Board members will
        be elected in the following manner:</p>
        <p>a) seven tenths of the members to be elected will be
        drawn out from the candidate list that receives the
        majority of votes expressed by the Shareholders in the
        numerical order in which they appear on the list, rounded
        off in the event of a fractional number to the next lower
        number;</p>
        <p>b) the remaining Board members will be drawn out from
        the other candidate lists; to this purpose the votes
        obtained by each candidate list will be divided by one or
        two depending on the number of the members to be elected.
        The quotients thus obtained will be assigned
        progressively to candidates of each said list in the
        order given in the lists themselves. Quotients thus
        assigned to candidates of said lists will be set in one
        decreasing numerical order. Those who obtain the highest
        quotients will be elected.</p>
        <p>In the event that more than one candidate obtains the
        same quotient, the candidate elected will be the one of
        the list that has not hitherto had a Board member elected
        or that has elected the least number of Board members.<br>
        In the event that none of the lists has yet elected a
        Board member or that all of them have elected the same
        number of Board members, the candidate from all such
        lists who has obtained the largest number of votes will
        be elected. In the event of equal list votes and equal
        quotient, a new vote will be taken by the entire
        shareholders' meeting and the candidate elected will be
        the one who obtains a simple majority of the votes;</p>
        <p>c) to appoint Board members for any reason not covered
        by the terms of the aforementioned procedure, the
        shareholders' meeting will make a resolution with the
        majorities prescribed by the law.</p>
        </td>
    </tr>
</table>

<p align="center">&nbsp;</p>

<p align="center">- 13 -</p>

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href="#tocpage">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="48%"><b>ARTICLE 24.1</b><p>The
        Board of Directors delegates its powers to one of its
        members with the exception of the Director appointed
        pursuant Article 6, second Paragraph, letter d) of the
        by-laws, in compliance with the limits set forth in
        Article 2381 of the Civil Code. In addition the Board of
        Directors may delegate powers to the Chairman for
        researching and promoting integrated projects and
        strategic international agreements. The Board of
        Directors may at any time withdraw the delegations of
        powers hereon; if the Board of Directors withdraws powers
        delegated to the Managing Director, a new Managing
        Director is simultaneously appointed.</p>
        <p>The Board of Directors, upon proposal of the Chairman
        and in agreement with the Managing Director, may confer
        powers for single acts or categories of acts to other
        members of the Board of Directors with the exception of
        the Director appointed pursuant Article 6, second
        Paragraph, letter d) of the by-laws. The Chairman and the
        Managing Director, in compliance with the limits of their
        delegations, may delegate and empower company employees
        or persons not belonging to the company to represent the
        company for single acts or specific categories of acts.</p>
        <p>Further, on proposal of the Managing Director and in
        agreement with the Chairman, the Board of Directors may
        also appoint one or more General Managers and determines
        the powers to be conferred to them.</p>
        </td>
        <td valign="top" width="4%">&nbsp;</td>
        <td valign="top" width="48%"><b>ARTICLE 24.1</b><p>The
        Board of Directors delegates its powers to one of its
        members with the exception of the Director appointed
        pursuant to Article 6, second Paragraph, letter d) of the
        by-laws, in compliance with the limits set forth in
        Article 2381 of the Civil Code. In addition the Board of
        Directors may delegate powers to the Chairman for
        researching and promoting integrated projects and
        strategic international agreements. The Board of
        Directors may at any time withdraw the delegations of
        powers hereon; if the Board of Directors withdraws powers
        delegated to the Chief Executive Officer, a new Chief
        Executive Officer is simultaneously appointed.</p>
        <p>The Board of Directors, upon proposal of the Chairman
        and in agreement with the Chief Executive Officer, may
        confer powers for single acts or categories of acts to
        other members of the Board of Directors with the
        exception of the Director appointed pursuant to Article
        6, second Paragraph, letter d) of the by-laws. The
        Chairman and the Chief Executive Officer, in compliance
        with the limits of their delegations, may delegate and
        empower company employees or persons not belonging to the
        company to represent the company for single acts or
        specific categories of acts.</p>
        <p>Further, on proposal of the Chief Executive Officer
        and in agreement with the Chairman, the Board of
        Directors may also appoint one or more General Managers
        and determines the powers to be conferred to them. <b>In
        order to make the appointment effective, the Board of
        Directors shall verify if the General Manager to be
        appointed has the honorability requirements set by the
        current legislation. The General Managers without said
        requirement shall be removed.</b></p>
        <p><b>On proposal of the Chief Executive Officer and in
        agreement with the Chairman, the Board of Directors
        appoints the Manager responsible for the preparation of
        financial reporting documents and delegates powers and
        resources to him. The appointment is subject to the
        favourable opinion of the Board of Statutory Auditors.</b></p>
        </td>
    </tr>
</table>

<p align="center">- 14 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="48%"><b>ARTICLE 28.2</b><p>The
        effective Auditors and the alternate Auditors are
        appointed by the shareholders' meeting on the basis of
        lists presented by the Shareholders; in such lists
        candidates are listed in numerical order. For the
        presentation, deposit and publication of candidate lists
        the procedures set forth in Article 17.3 shall apply.</p>
        <p>Lists shall be divided into two sections: the first
        one for the candidates to be appointed effective Auditors
        and the second one for the candidates to be appointed
        alternate Auditors. At least the first candidate of each
        section shall be chartered accountant and have exercised
        audit activities for not less than three years.</p>
        <p>Three<b> </b>effective Auditors and one alternate
        Auditor will be drawn from the list that obtains the
        majority of votes. The other two effective Auditors and
        the other alternate Auditor will be appointed pursuant to
        Article 17.3, letter b) of the by-laws. The procedure
        described in this last Article shall be applied to each
        section of the lists involved separately.</p>
        <p>The shareholders' meeting appoints the Chairman of the
        Board of Statutory Auditors among the effective Auditors
        appointed<b>.</b></p>
        <p>To appoint effective or alternate Auditors for any
        reason not elected according to the terms of the
        aforementioned procedure, the shareholders' meeting will
        resolve with the majorities prescribed by the law.</p>
        <p>Should an effective Auditor drawn out from the
        candidate list that receives the majority of votes
        expressed by the Shareholders be replaced, he will be
        succeeded by the alternate Auditor drawn out from the
        same candidate list; should an effective Auditor drawn
        out from the other candidate list be replaced, he will be
        substituted pursuant to Article 17.3, letter b) of the
        by-laws.</p>
        </td>
        <td valign="top" width="4%">&nbsp;</td>
        <td valign="top" width="48%"><b>ARTICLE 28.2</b><p>The
        effective Auditors and the alternate Auditors are
        appointed by the shareholders' meeting on the basis of
        lists presented by the Shareholders; in such lists
        candidates are listed in numerical order. For the
        presentation, deposit and publication of candidate lists
        the procedures set forth in Article 17.3 shall apply.</p>
        <p>Lists shall be divided into two sections: the first
        one for the candidates to be appointed effective Auditors
        and the second one for the candidates to be appointed
        alternate Auditors. At least the first candidate of each
        section shall be chartered accountant and have exercised
        audit activities for not less than three years.</p>
        <p>Three<b> </b>effective Auditors and one alternate
        Auditor will be drawn from the list that obtains the
        majority of votes. The other two effective Auditors and
        the other alternate Auditor will be appointed pursuant to
        Article 17.3, letter b) of the by-laws. The procedure
        described in this last Article shall be applied to each
        section of the lists involved separately.</p>
        <p>The shareholders' meeting appoints the Chairman of the
        Board of Statutory Auditors among the effective Auditors
        appointed <b>according to article 17.3 letter b) of these
        by-laws.</b></p>
        <p>To appoint effective or alternate Auditors for any
        reason not elected according to the terms of the
        aforementioned procedure, the shareholders' meeting will
        resolve with the majorities prescribed by the law.</p>
        <p>Should an effective Auditor drawn out from the
        candidate list that receives the majority of votes
        expressed by the Shareholders be replaced, he will be
        succeeded by the alternate Auditor drawn out from the
        same candidate list; should an effective Auditor drawn
        out from the other candidate list be replaced, he will be
        substituted pursuant to Article 17.3, letter b) of the
        by-laws.</p>
        </td>
    </tr>
</table>

<p>&nbsp;</p>

<p align="center">- 15 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="48%"><b>ARTICLE 28.4</b><p>Subject
        to a previous communication to the Chairman of the Board
        of Directors, the Board of Statutory Auditors is
        empowered to convene the shareholders' meeting and the
        Board of Directors. At least two effective Auditors are
        empowered to convene the shareholders' meeting and the
        Board of Directors, too.</p>
        </td>
        <td valign="top" width="4%">&nbsp;</td>
        <td valign="top" width="48%"><b>ARTICLE 28.4</b><p>Subject
        to a previous communication to the Chairman of the Board
        of Directors, the Board of Statutory Auditors is
        empowered to convene the shareholders' meeting and the
        Board of Directors. At least two effective Auditors are
        empowered to convene the shareholders' meetings <b>and at
        least one effective Auditor is empowered to convene the
        Board meetings</b>.</p>
        </td>
    </tr>
</table>

<p align="left">&nbsp;</p>

<ul>
    <li>delegate any and all powers to the Chief Executive
        Officer, to execute, directly or through
        attorneys-in-fact, said resolution and provide, if
        necessary and possible pursuant to the current
        legislation, those formal amendments to the resolution
        under this item as determined by competent Authorities in
        order to deposit it with the Companies Register.</li>
</ul>

<p>&nbsp;</p>

<blockquote>
    <p align="center">The Chairman of the Board of Directors<br>
    <strong>Mr. Roberto Poli</strong></p>
</blockquote>

<p align="center">- 16 -</p>

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