Eni S p A : US $1 BLN 5.500% Notes due 2034 / US $1.25 BLN 5.950% Notes due 2054 - Offering Memorandum

Important Notice

THE OFFERING MEMORANDUM ATTACHED HERETO IS AVAILABLE ONLY (1) IN THE UNITED STATES, TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS") AS DEFINED IN RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND (2) OUTSIDE THE UNITED STATES TO CERTAIN INSTITUTIONAL INVESTORS THAT ARE NOT U.S. PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") (AND, IF INVESTORS ARE RESIDENT IN (I) A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), QUALIFIED INVESTORS, AS SUCH TERM IS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 OR (II) THE UNITED KINGDOM (THE "UK"), QUALIFIED INVESTORS, AS SUCH TERM IS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND NOT A RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM (EACH AS DEFINED BELOW)).

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Offering Memorandum following this page. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE PURCHASED OR SOLD HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE COMPANY TO WHICH THE OFFERING MEMORANDUM FOLLOWING THIS PAGE REFERS HAS NOT AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940.

YOU ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

CONFIRMATION OF YOUR REPRESENTATION: In order to be able to view the Offering Memorandum following this page or make an investment decision with respect to the securities, investors must be (1) QIBs or (2) institutional investors that are not U.S. persons and are outside the United States (in accordance with Regulation S). The Offering Memorandum following this page is being sent at your request and, by reading the e-mail that delivers the Offering Memorandum and accessing it, you shall be deemed to have represented to us that (1) you and any customers you represent are (a) QIBs or (b) institutional investors who are not U.S. persons and outside the United States (in accordance with Regulation S) and that the e-mail address to which the Offering Memorandum has been delivered is not located in the United States of America, its territories, its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to its jurisdiction, and (2) you consent to delivery of the Offering Memorandum and any amendments or supplements thereto by electronic transmission.

You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a person into whose possession the Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the Offering Memorandum, electronically or otherwise, to any other person. If you receive the Offering Memorandum by e-mail, you should not reply by e-mail to this notice. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. If you receive the Offering Memorandum by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

The Offering Memorandum does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction, by the Initial Purchasers or the Issuer (all as defined in the Offering Memorandum following this page) that would or is intended to permit a public offering of the securities, or possession or distribution of a prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to the securities in any country or jurisdiction where action for that purpose, or registration, is required. If a jurisdiction requires that the offering be made by a licensed broker, dealer or registered financial intermediary and any of the Initial Purchasers is a licensed broker, dealer or registered financial intermediary in that jurisdiction, any such offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction.

The Offering Memorandum has been sent to you in an electronic format. You are reminded that documents transmitted in an electronic format may be altered or changed during the process of transmission and consequently none of the Initial Purchasers, the Issuer and its respective affiliates, directors, officers, employees, representatives and agents or any other person controlling any of the Initial Purchasers or the Issuer or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Offering Memorandum distributed to you in electronic format and the hard-copy version.

OFFERING MEMORANDUM	STRICTLY CONFIDENTIAL
	NOT FOR GENERAL DISTRIBUTION
	IN THE UNITED STATES

Eni S.p.A.

(incorporated in the Republic of Italy as a joint stock company)

U.S.$2,250,000,000

consisting of

U.S.$1,000,000,000 5.50% Notes due 2034 U.S.$1,250,000,000 5.95% Notes due 2054

The notes due 2034 (the "A Notes") will bear interest at a rate of 5.50% per year and the notes due 2054 (the "B Notes" and, together with the A Notes, the "Notes" and each, a "Series" or "series") will bear interest at a rate of 5.95% per year. Eni S.p.A. ("Eni" or the "Issuer") will pay interest on the Notes on May 15 and November 15 of each year. The first such payments will be made on November 15, 2024. The Notes will be issued in fully registered form and only in denominations of U.S.$ 200,000 and in integral multiples of U.S.$ 1,000 in excess thereof.

The Issuer may, at its option, redeem the Notes in whole or in part on the terms set forth in this offering memorandum (the "Offering Memorandum") under the section entitled "Terms and Conditions of the Notes." The Issuer may also redeem all of the Notes at any time at 100% of the principal amount thereof in the event of certain tax law changes requiring the payment of additional amounts as described in this Offering Memorandum. The Issuer will pay accrued and unpaid interest, if any, and any other amounts payable to the date of redemption. The Notes will not be subject to any sinking fund requirement. See "Terms and Conditions of the Notes."

The Notes will be unsecured and unsubordinated obligations of the Issuer, and will rank equally in right of payment with each other and with all present and future unsecured and unsubordinated debt obligations of the Issuer. See "Terms and Conditions of the Notes."

The Notes are being offered and sold without registration under the United States Securities Act of 1933, as amended (the "Securities Act") and, subject to certain exemptions, may not be offered and sold within the United States (as defined in Regulation S under the Securities Act ("Regulation S")). The Notes may be offered and sold (i) within the United States to qualified institutional buyers, as defined under Rule 144A of the Securities Act ("QIBs"), in transactions exempt from registration under the Securities Act (the "Rule 144A Notes") and

1. outside the United States to non-U.S. persons (within the meaning of Regulations S) in offshore transactions in reliance on Regulation S under the Securities Act (the "Regulation S Notes").

The Notes will be issued pursuant to the terms of the Indenture to be dated on or about May 15, 2024 (the "Indenture") among the Issuer and Citibank, N.A., London Branch as trustee (the "Trustee") and Citibank, N.A., London Branch as paying agent, registrar and transfer agent (in such capacities, the "Paying Agent", "Note Registrar" and "Transfer Agent", respectively). Each Series of Notes will be evidenced by one or more global notes. Notes of each Series which are offered and sold in reliance on Rule 144A will be represented by beneficial interests in a global Note (the "Rule 144A Global Notes") registered in the name of Monte Titoli S.p.A. ("Monte Titoli"), as operator of the Italian central securities clearing system. All of the book-entry interests in the Rule 144A Global Notes will initially be credited to a third party securities account in Monte Titoli of the Issuer and operated by Citibank, N.A. acting through its New York office, as receipt issuer (the "Receipt Issuer"). The Receipt Issuer will issue and deliver one or more global receipts evidencing the book-entry interests in the relevant Rule 144A Global Notes (the "Global Receipts") to The Depository Trust Company ("DTC"), the principal central securities depository and clearing system of the United States. Citibank, N.A., will hold the Global Receipts as custodian for DTC, and the Global Receipts will be registered in the name of Cede & Co., as DTC's nominee, for the benefit of DTC's participants. Transfers of beneficial interests in the Global Receipts will be shown on and will be effected only through, records maintained in book-entry form by DTC or any other securities intermediary holding an interest directly or indirectly through DTC. Notes of each Series which are offered and sold in offshore transactions in reliance on Regulation S will be represented by beneficial interests in a global Note (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes") registered in the name of a nominee of a common depositary, as common depositary for, and in respect of interests held through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream").

Italian law requires Monte Titoli, acting as a second level bank and holder of the Rule 144A Global Notes, to obtain from each eligible beneficial owner (as referred to in Italian Legislative Decree No. 239 dated April 1, 1996) a certification of its eligibility to receive interest, premium and other income in respect of the Rule 144A Notes free from Italian substitute tax upon the investor's first purchase of a beneficial interest in the Notes, represented by one or more Global Receipts (either at the time of the issuance of Notes or, if purchased thereafter, upon a purchase of Notes in the secondary market), and to make that certification available to the Italian tax authorities. There are no ongoing certification requirements for investors in the Rule 144A Global Notes following the initial certification of eligibility, subject to compliance with the procedures described in "Appendix A-AcupayItalian tax compliance and relief procedures" (the "Tax Certification Procedures"). The Issuer has arranged certain procedures with respect to the Rule 144A Global Notes with Acupay System LLC ("Acupay") and Monte Titoli to facilitate the collection of certifications through the relevant participants in DTC.

Italian substitute tax pursuant to Italian Legislative Decree No. 239 of April 1, 1996 (the "Italian Substitute Tax") at the then-applicable rate, currently 26%, will be withheld from any payment of interest and other income arising in respect of the Notes to any investor that is not, or ceases to be, eligible to receive interest free of Italian Substitute Tax in respect of the Notes (including, in the case of investors in the Rule 144A Notes, if the certification procedures prove to be ineffective or incorrect) or in respect of any investor in the Rule 144A Notes or its direct or indirect DTC participant who fails to comply with the Italian tax compliance procedures set forth in the Tax Certification Procedures. The Issuer will not pay any additional amounts in respect of any such withholding. Moreover, in accordance with current DTC rules and procedures, effective November 15, 2021, all investors in the Global Receipts representing Rule 144A Notes in respect of both series of Notes will receive each interest payment net of Italian Substitute Tax (currently 26%) on the relevant interest payment dates. Eligible investors in the "X Global Receipts" (as defined under "Terms and Conditions of the Notes") that follow the Tax Certification Procedures, will receive the remaining 26% of the relevant interest payment on the business day immediately following the interest payment date with respect to the Notes of a relevant series and shall not be entitled to further interest or other payment in respect of such delay. The Issuer will continue to make interest payments in accordance with the payment dates established in the terms and conditions of the applicable Notes and in accordance with the terms of the Indenture and Deposit Agreement. Investors in the Regulation S Notes will not be required to comply with the Tax Certification Procedures, although Euroclear or Clearstream will require such investors to comply with certain procedures to be eligible to receive interest free of Italian Substitute Tax in respect of the Regulation S Notes. You are advised to consult your own attorney, accountant and business adviser as to legal, tax, business, financial and related matters concerning the purchase of Notes. See "Risk factors-Risksrelated to the Notes," "Important Italian

Substitute Tax requirements and information in respect of the Tax Certification Procedures in respect of the Rule 144A Notes," "Book-Entry, Delivery and Form-Rule 144A Notes- Mandatory exchange and Transfer Restrictions in the event of non-compliance with tax procedures" and "Appendix A-Acupay Italian Tax Compliance and relief procedures."

The Issuer does not intend to list the Notes on any securities exchange.

Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 24 of this Offering Memorandum and on page 1 of Eni's Annual Report on Form 20-F for the year ended December 31, 2023, which is incorporated by reference in this Offering Memorandum, for a discussion of certain risks you should consider before buying the Notes.

Offering Price of the 5.50% Notes due 2034: 99.333%, plus accrued interest, if any, from May 15, 2024

Offering Price of the 5.95% Notes due 2054: 98.828%, plus accrued interest, if any, from May 15, 2024

The Initial Purchasers expect to deliver the Rule 144A Global Notes to purchasers in book-entry form through the facilities of DTC and its direct and indirect participants in the form of Global Receipts and the Regulation S Global Notes registered in the name of a nominee of a common depositary, as common depositary for, and in respect of interests held through Euroclear and Clearstream on or about May 15, 2024.

Joint Global Coordinators and Joint Bookrunners

BofA Securities

Citigroup

Goldman Sachs International

J.P. Morgan

	Joint Bookrunners
Barclays	IMI - Intesa Sanpaolo	Morgan Stanley
Santander		Wells Fargo Securities

Offering Memorandum dated May 8, 2024

This Offering Memorandum is confidential. This Offering Memorandum has been prepared solely for use in connection with the proposed offering of the Notes described in this Offering Memorandum. This Offering Memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. You are authorized to use this Offering Memorandum solely for the purpose of considering the purchase of the Notes. Distribution of this Offering Memorandum to any other person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of its contents, without the Issuer's prior written consent, is prohibited. Each prospective investor, by accepting delivery of this Offering Memorandum, agrees to the foregoing and to make no photocopies of this Offering Memorandum or any documents referred to in this Offering Memorandum.

In making an investment decision, prospective investors must rely on their own examination of the Issuer and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this Offering Memorandum as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations.

The Issuer has provided the information in this Offering Memorandum. You acknowledge and agree that the Initial Purchasers make no representation or warranty, express or implied, and accept no responsibility or liability, as to the accuracy or completeness of such information, and nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers. This Offering Memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request to the Issuer or the Initial Purchasers.

The distribution of this Offering Memorandum and the offering and sale of the Notes in certain jurisdictions may be restricted by law. The Issuer and the Initial Purchasers require persons into whose possession this Offering Memorandum comes to inform themselves about and to observe any such restrictions. This Offering Memorandum does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or sale would be unlawful.

IN CONNECTION WITH THE OFFERING OF THE NOTES, GOLDMAN SACHS INTERNATIONAL (OR PERSONS ACTING ON ITS BEHALF) 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, THERE IS NO ASSURANCE THAT GOLDMAN SACHS INTERNATIONAL (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZING ACTION OR OVER-ALLOTMENT OF THE NOTES MUST BE CONDUCTED BY GOLDMAN SACHS INTERNATIONAL (OR PERSONS ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

IMPORTANT ITALIAN SUBSTITUTE TAX REQUIREMENTS AND INFORMATION

IN RESPECT OF THE TAX CERTIFICATION PROCEDURES IN RESPECT OF RULE 144A NOTES

The statements herein regarding taxation are based on the laws and/or interpretations in force as of the date of this Offering Memorandum and are subject to any changes in law or interpretations occurring after such date, which changes could be made on a retroactive basis. The discussions below and elsewhere in this Offering Memorandum relating to Italian taxation do not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective purchasers of the Notes are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of the Notes. For additional information concerning Italian tax, see "Taxation."

Under Italian law, interest in respect of the Notes may be subject to substitute tax in Italy, currently at the rate of 26%, upon (i) payment of interest, premium and other income in respect of the Notes or (ii) transfer of the Notes. When accruing to non-Italian resident Noteholders, interest in respect of the Notes will not be subject

i

to such substitute tax if accruing to eligible non-Italian resident beneficial holders of the Notes with no permanent establishment in Italy to which the Notes are effectively connected, provided that all the requirements and procedures set forth in Legislative Decree No. 239 of April 1, 1996 and in the relevant implementing rules (as amended) are complied with in due time in order to benefit from the exemption from substitute tax.

Beneficial holders of the Notes in respect of whom such requirements and procedures are not complied with will receive payments net of Italian Substitute Tax at the rate of 26%. The Issuer will not pay additional amounts in respect of any such substitute tax or in connection with the deductions of certain other amounts pursuant to the Tax Certification Procedures (as defined below) as set forth in Condition 7 (Taxation) in "Terms and Conditions of the Notes." See also "Taxation-Italiantaxation-Non-Italian resident Noteholders."

Eni, Acupay and Monte Titoli will enter into a tax compliance agency agreement on or about May 15, 2024 in respect of the Rule 144A Notes (the "Tax Compliance Agency Agreement"). The Tax Compliance Agency Agreement incorporates, among other things, certain procedures arranged by Acupay, Monte Titoli and the Issuer that will facilitate the collection and processing of information regarding the identity and residence of the beneficial owners of the Rule 144A Notes who (i) are exempt from Italian Substitute Tax and therefore entitled to receive payments in respect of the Rule 144A Notes free and clear of Italian Substitute Taxes and (ii) are (a) direct participants in DTC, (b) hold their interests through securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a direct or indirect custodial relationship with a direct participant in DTC (each such entity an "indirect DTC participant"), or (c) hold their interests through direct DTC participants. The Tax Certification Procedures are set forth in Appendix A to this Offering Memorandum (the "Tax Certification Procedures"). No arrangements or procedures have been made by the Issuer in connection with the Rule 144A Notes with respect to any depository or clearing system other than the Tax Certification Procedures arranged by Acupay, Monte Titoli and the Issuer mentioned above. In addition, DTC may discontinue providing its services as central depositary and clearing system with respect to the beneficial interests in the Rule 144A Notes which are represented by Global Receipts at any time. Investors in the Regulation S Notes will not be required to comply with the Tax Certification Procedures, although Euroclear or Clearstream will require such investors to comply with certain procedures to be eligible to receive interest free of Italian Substitute Tax in respect of the Regulation S Notes. You are advised to consult your own attorney, accountant and business adviser as to legal, tax, business, financial and related matters concerning the purchase of Notes.

The Tax Certification Procedures provide that beneficial owners of interests in the Rule 144A Notes (i) who are not eligible to receive payments of interest in respect of the Rule 144A Notes free of Italian Substitute Tax, (ii) who fail to submit the applicable self-certification forms, (iii) for whom the applicable direct or indirect DTC Participant has failed to supply correct beneficial owner information regarding the positions of any of the beneficial owners holding through such direct or indirect DTC Participant or (iv) for whom the Tax Certification Procedures prove to be ineffective or incorrect, will in each case be subject to a mandatory exchange into beneficial interests in a Note of the same series paying interest net of Italian Substitute Tax (a "Mandatory Exchange"). Investors holding a Rule 144A Note that is subject to the application of Italian Substitute Tax will be permitted to transfer their beneficial interests in the Rule 144A Notes only upon compliance with certain tax procedures, including payment of Italian Substitute Tax for the relevant interest accrual period.

The Tax Certification Procedures also provide that payments of interest to any DTC participants that fail to comply with the Tax Certification Procedures, including the failure to effect a Mandatory Exchange in respect of an investor holding beneficial interests through such DTC Participant or to submit an original paper signed self-certification form, will be paid net of Italian Substitute Tax in respect of such DTC participant's entire beneficial interest in the Rule 144A Notes on all future payments to such DTC Participant. Accordingly, all beneficial owners who hold their interests in the Rule 144A Notes through such DTC Participant will receive interest net of Italian Substitute Tax for so long as they continue to hold such interests through such DTC Participant. Relief for beneficial owners who are otherwise eligible to receive payments of interest in respect of the Rule 144A Notes free of Italian Substitute Tax will thereafter need to be obtained directly from the Italian tax authorities following the direct refund procedure established by Italian law. Moreover, in accordance with current DTC rules and procedures, effective November 15, 2021, all investors in the Global Receipts representing Rule 144A Notes in respect of both series of Notes will receive each interest payment net of Italian Substitute Tax (currently 26%) on the relevant interest payment dates. Eligible investors in the "X Global Receipts" (as defined under "Terms and Conditions of the Notes") that follow the Tax Certification Procedures, will receive the remaining 26% of the relevant interest payment on the business day immediately following the interest payment date with respect to the Notes of a relevant series and shall not be entitled to further interest or other payment in respect of such delay. The Issuer will continue to make interest payments in accordance with the payment dates established in the terms and conditions of the applicable Notes and in accordance with the terms of the Indenture and Deposit Agreement.

ii

The Tax Compliance Agency Agreement, including the Tax Certification Procedures annexed thereto, may be modified, amended or supplemented only by an instrument in writing duly executed by the Issuer, Acupay and Monte Titoli, the parties to such agreement; provided, however, that any modification, amendment or supplement to the Tax Certification Procedures may be made only if it is (i) necessary to reflect a change in applicable Italian law, regulation, ruling or interpretation thereof or to comply with requests of the applicable supervisory authorities, (ii) necessary to reflect a change in applicable clearing systems rules or procedures or to add procedures for one or more new clearing systems, provided that the parties to the Tax Compliance Agency Agreement are provided with written communication from the applicable clearing system or new clearing systems to this effect (including, without limitation, written communications in the form of an e-mail or written posting) or (iii) not materially detrimental to the beneficial owners of the Notes.

Should a beneficial owner of the Rule 144A Notes otherwise entitled to an exemption suffer the application of substitute tax as a consequence of the Tax Certification Procedures no longer being in place or because of a failure by such beneficial owner or its direct or indirect DTC Participant to comply with such procedures, such beneficial owner may request a refund of the substitute tax so applied directly from the Italian tax authorities within 48 months from the application of the tax. Beneficial owners of the Rule 144A Notes should consult their tax advisors on the procedures required under Italian tax law to recoup the substitute tax in these circumstances. None of the Issuer, the Initial Purchasers, Monte Titoli, DTC or Acupay assumes any responsibility therefor.

See "Risk factors-Risks related to an investment in the Notes-Italian Substitute Tax will be deducted from any interest, premium and other income in respect of the Notes to any investor that is not, or ceases to be, eligible to receive interest free of Italian Substitute Tax. In particular, this includes any investor who does not comply with the Tax Certification Procedures (including if the procedures prove to be ineffective or incorrect). The Issuer will not pay any additional amounts in respect of any such withholding."

ITALIAN "WHITE LIST STATES"

In order to qualify as eligible to receive Interest free from imposta sostitutiva (Italian Substitute Tax), among other things, non-Italian resident holders of the Notes and beneficial interests therein must be beneficial owners resident for tax purposes in, or be "institutional investors" established in, a country which the Italian government identifies as allowing for a satisfactory exchange of information with Italy (the "White List States") as listed in the Italian Ministerial Decree dated September 4, 1996, as amended from time to time, or, as from the tax year in which the Ministerial Decree to be issued under Article 11, paragraph 4, let. c) of Legislative Decree No. 239 of April 1, 1996 is effective, in a country therein included. See "Taxation-Italian Taxation-Non-Italianresident Noteholders." Subject to certain limited exceptions, such as for Central Banks and supranational bodies established in accordance with international agreements in force in Italy, this residency requirement applies to all holders of the Notes and beneficial interests therein, including ultimate beneficiaries of Interest payments under the Notes holding via sub-accounts to which interests in the Notes may be allocated upon purchase or thereafter. As of the date of this Offering Memorandum, the White List States include the following:

White List States

Albania	Czech Republic	Liechtenstein	Serbia
Alderney (Channel Islands)	Denmark	Lithuania	Seychelles
Algeria	Ecuador	Luxembourg	Singapore
Andorra, Principality of	Egypt	Macedonia	Sint Maarten
Anguilla, The Island of	Estonia	Malaysia	Slovak Republic
Argentina	Ethiopia	Malta	Slovenia
Armenia	Faroe Islands	Mauritius	South Africa
Aruba	Finland	Mexico	Korea, Republic of
Australia	France	Moldova	Spain
Austria	Georgia	Monaco, Principality of	Sri Lanka
Azerbaijan	Germany	Montenegro	Sweden
Bangladesh	Ghana	Montserrat	Switzerland
Barbados, The Island of	Gibraltar	Morocco	Syria
Belarus	Greece	Mozambique	Tajikistan
Belgium	Greenland	Nauru, Republic of	Taiwan
Belize	Guernsey (Channel Islands)	Netherlands	Tanzania
Bermuda Islands, The	Herm (Channel Islands)	New Zealand	Thailand
Bosnia and Herzegovina	Holy See (Vatican City State)	Nigeria	Trinidad and Tobago
Brazil	Hong Kong	Niue	Tunisia

iii

British Virgin Islands	Hungary	Norway	Turkey
Bulgaria	Iceland	Oman	Turkmenistan
Cameroon	India	Pakistan	Turks and Caicos Islands
Canada	Indonesia	Philippines	Uganda
Cayman Islands	Ireland	Poland	Ukraine
Chile	Isle of Man	Portugal	United Arab Emirates
China	Israel	Qatar	United Kingdom
Colombia	Japan	Romania	United States of America
Congo, Republic of	Jersey (Channel Islands)	Russian Federation	Uruguay
Cook Islands	Jordan	Saint Kitts and Nevis	Uzbekistan
Costa Rica	Kazakhstan	Saint Vincent & the Grenadines Venezuela
Cote d'Ivoire	Kuwait	Samoa	Vietnam
Croatia	Kyrgyzstan	San Marino	Zambia
Curaçao	Latvia	Saudi Arabia
Cyprus	Lebanon	Senegal

The Tax Certification Procedures provide that beneficial owners of interests in the Rule 144A Notes who, inter alia, are not eligible to receive payments of interest in respect of the Notes free of substitute tax (including those who are not beneficial owners resident for tax purposes in White List States) will be subject to a mandatory exchange into beneficial interests in a Note of the same series paying interest net of Italian Substitute Tax. We will not pay any additional amounts in respect of any such deductions. See "Important Italian Substitute Tax requirements and information in respect of the Tax Certification Procedures in respect of the Rule 144A Notes." Investors holding a Rule 144A Note that is subject to the application of Italian Substitute Tax will be permitted to transfer their beneficial interests in the Rule 144A Notes only upon compliance with certain tax procedures, including payment of Italian Substitute Tax for the relevant interest accrual period.

Investors in the Regulation S Notes will not be required to comply with the Tax Certification Procedures, although Euroclear or Clearstream will require such investors to comply with certain procedures to be eligible to receive interest free of Italian Substitute Tax in respect of the Regulation S Notes. You are advised to consult your own attorney, accountant and business adviser as to legal, tax, business, financial and related matters concerning the purchase of Notes.

The White List States may change and we have no obligation to provide notice of any such change. Noteholders will bear the risk of changes in the White List States and should therefore inform themselves of any such changes.

iv

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission or other regulatory authority has approved or disapproved of these securities or determined if this Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. Please refer to the sections in this Offering Memorandum entitled "Transfer Restrictions" and "Plan of Distribution."

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

This Offering Memorandum has been prepared on the basis that any offer of the Notes in the European Economic Area (the "EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant implementing measure in each member state (each, a "Member State") of the EEA. This Offering Memorandum is not a prospectus for the purpose of the Prospectus Regulation.

Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises for the Issuer or the Initial Purchasers to produce a prospectus for such offer. Neither the Issuer nor the Initial Purchasers has authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in this Offering Memorandum.

EEA MiFID II product governance/ Professional investors and ECPs only target market. Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties ("ECPs") and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation / Prohibition of sales to EEA retail investors. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For the purposes of this provision: the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID

1. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
   "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

This Offering Memorandum has been prepared on the basis that any offer of the Notes in the UK will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") from a requirement to publish a prospectus for offers of the Notes. This Offering Memorandum is not a prospectus for the purpose of the UK Prospectus Regulation.

Accordingly, any person making or intending to make any offer within the UK of the Notes should only do so in circumstances in which no obligation arises for the Issuer or the Initial Purchasers to produce a prospectus for such offer. Neither the Issuer nor the Initial Purchasers has authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in this Offering Memorandum.

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This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) are outside the UK, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. This Offering Memorandum has not been approved by the Financial Conduct Authority or any other competent authority. Any person who is not a relevant person should not act or rely on this Offering Memorandum or any of its contents.

UK MiFIR product governance / Professional investors and ECPs only target market. Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only ECPs, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to ECPs and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

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TABLE OF CONTENTS
IMPORTANT ITALIAN SUBSTITUTE TAX REQUIREMENTS AND INFORMATION IN
RESPECT OF THE TAX CERTIFICATION PROCEDURES	i
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES	v
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA	v
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM	v
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION	vi
CERTAIN DEFINED TERMS	1
WHERE YOU CAN FIND MORE INFORMATION	1
INCORPORATION BY REFERENCE	1
ENFORCEABILITY OF CIVIL LIABILITIES	2
FORWARD-LOOKING STATEMENTS	2
NON-GAAP FINANCIAL MEASURES	3
SUMMARY	5
THE OFFERING	8
SUMMARY CONSOLIDATED FINANCIAL DATA	18
RISK FACTORS	24
USE OF PROCEEDS	30
CAPITALIZATION	31
TERMS AND CONDITIONS OF THE NOTES	32
BOOK-ENTRY, DELIVERY AND FORM	51
DESCRIPTION OF BOOK-ENTRY INTERESTS AND THE DEPOSIT AGREEMENT	59
TAXATION	67
CERTAIN ERISA AND OTHER CONSIDERATIONS	77
PLAN OF DISTRIBUTION	79
TRANSFER RESTRICTIONS	81
VALIDITY OF NOTES	91
INDEPENDENT ACCOUNTANTS	91
APPENDIX A-ACUPAY ITALIAN TAX COMPLIANCE AND RELIEF PROCEDURES	1

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