ENGIE - Notice of meeting 2019

Draft Resolutions and purpose

Resolutions submitted to the Ordinary

A.

Shareholders’ Meeting

Approval of the financial statements for fiscal year 2018 (Resolutions 1 and 2)

The first two resolutions allow the Shareholders, after reviewing the reports of the Board of Directors and the Statutory Auditors, to approve the annual and consolidated financial statements of ENGIE, which show, respectively, net income of €1,102,065,471 and consolidated net income, Group share, of €1,033,270,412.

Purpose

expenses and charges referred to in Article 39, paragraph 4, of the General Tax Code is €1,244,824 for 2018.

FIRST RESOLUTION Approval of transactions and the financial statements for fiscal year 2018 After reviewing the financial statements for the year ended December 31, 2018, the Board of Directors’ management report and the Statutory Auditors’ report on the financial statements, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the parent company financial statements for the fiscal year ended December 31, 2018, as presented thereto, as well as the transactions entered in these parent company financial statements or summarized in these reports, showing net income for the year of €1,102,065,471. In accordance with Article 223- quater of the French General Tax Code, the Shareholders’ Meeting duly notes that the total amount of

SECOND RESOLUTION Approval of the consolidated financial statements for fiscal year 2018 After reviewing the consolidated financial statements for the year ended December 31, 2018, the Board of Directors’ management report and the Statutory Auditors’ report on the consolidated financial statements, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the consolidated financial statements for the fiscal year ended December 31, 2018, as presented thereto, as well as the transactions entered in these financial statements or summarized in these reports, showing consolidated net income, Group share, for the year of €1,033,270,412.

Appropriation of net income and declaration of dividend for fiscal year 2018 (Resolution 3) The Board of Directors asks the Shareholders to note the distributable income and to approve the appropriation of net income and the payment of (i) a dividend of €1.12 per share and (ii) a supplementary dividend of €0.112 per share, noting that an interim dividend of €0.37 was paid on October 12, 2018. The dividend paid out includes the ordinary dividend of €0.75 per share, in line with the Group objective announced on March 8, 2018 when the 2017 annual results were published, and confirmed on July 26, 2018, when the 2018 half-year results were published. As of 2020, the annual dividend will be paid out in a single amount, at the end of the Ordinary Shareholders’ Meeting called to approve the annual financial statements. In order to neutralize the impact of this transition for shareholders in 2019, an extraordinary dividend of €0.37 per share is submitted for your approval, which will increase the total dividend payment approved by this Shareholders’ Meeting to €1.12 per share. The shareholders are reminded that under Article 26.2 of the bylaws, a 10% supplementary dividend, amounting to €0.112 per share, is allocated to shares that have been registered for at least two years as of December 31, 2018, and which will be held continuously in registered form by the same shareholder until May 23, 2019, the dividend payment date. This increase may not apply for a single shareholder to a number of shares representing more than 0.5% of the share capital. The final net dividend for fiscal year 2018, i.e ., €0.75 per share, plus the supplementary dividend of €0.112 per share, will be detached on May 21, 2019 and paid out on May 23, 2019. Purpose

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 19

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