OREANDA-NEWS. November 29, 2012. Eni S.p.A. (“Eni‘) announces an offering (the “Equity Offering‘) of 49,755,038 Galp Energia SGPS S.A. (“Galp‘) shares (the “Shares‘) which includes, pursuant to the agreement signed between Eni, Amorim Energia B.V. ("Amorim Energia") and Caixa Geral de Depositos S.A. (“CGD‘) on 29 March 2012 (the “Agreements‘), the right to tag along by CGD for its 1 per cent of the share capital of Galp.

The total amount of Shares to be sold in the Equity Offering will be determined at pricing.

The Equity Offering will be executed via an accelerated bookbuilding offer to international institutional investors in transactions in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act‘) and to qualified institutional buyers in accordance with Rule 144a under the Securities Act.

The Equity Offering is expected to take place concurrently with an offering by Eni of approximately EUR 1,100 million aggregate principal amount of senior unsecured bonds (the “Bonds‘) exchangeable into ordinary Shares of Galp (the “Exchangeable Bond Offering‘, and together with the Equity Offering, the “Transaction‘). The Exchangeable Bond Offering will be executed in accordance with Regulation S under the Securities Act only.

The Bonds are expected to have a final maturity of 3 years and to pay a coupon of between 0 and 0.25 per cent per annum payable annually in arrears. The exchange price will be set at pricing and is expected to be between 30 per cent and 35 per cent above the placing price of the Equity Offering.

The Exchangeable Bond Offering has been approved today by Eni’s Board of Directors.

Eni has agreed not to place any further Shares in the market for a period beginning today and ending 90 days following the settlement of the Transaction.

As per the Agreements, Amorim Energia holds a call option which gives it the right to purchase up to 5% of the share capital of Galp from Eni. Amorim Energia also holds a right of first refusal to purchase up to 5.34% if the call option referred to above has been exercised, or up to 10.34% if the call option referred to above has not been exercised.

Eni expects to announce the final terms of the Transaction upon completion of the bookbuilding during the course of tomorrow 27 November 2012. Eni intends to apply for admission of the Bonds to trading within 90 days following the settlement date.

Eni will use the proceeds of the Transaction for general corporate purposes.

Deutsche Bank, Mediobanca – Banca di Credito Finanziario S.p.A., Morgan Stanley and UBS Investment Bank are acting as Joint Bookrunners in the Transaction.