ENGIE - Notice of meeting 2019

Board of Directors’ Report on the resolutions

Board of Directors’ report on the resolutions submitted to the Extraordinary Shareholders’ Meeting

AUTHORIZATIONS GRANTED BY THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 18, 2018 AND IN EFFECT AT THE DATE OF THIS SHAREHOLDERS’ MEETING The tables below summarize the delegations of authority and authorizations granted to the Board of Directors in financial matters:

Resolution Type of authorization

Validity and expiration

Maximum nominal amount per authorization Maximum purchase price: €30. Maximum shareholding: 10% of the share capital. Aggregate amount

Amounts utilized

Remaining balance

or delegation of authority

Authorization to trade in the Company’s shares

18 months (until November 17, 2019)

ENGIE held 0.98% of its share capital as of December 31, 2018

9.02% of the share capital

7 th

of purchases: ≤ €7.3 billion.

Issue, with preferential subscription rights maintained, of ordinary shares and/or any marketable securities giving access to the capital of the Company and/or its subsidiaries, and/or issue of marketable securities gining entitlement to the allocation of debt securities (to be used outside public tender offer periods only) Issue, without preemptive subscription rights, by public offering, of ordinary shares and/or any marketable securities giving access to the capital of the Company and/or its subsidiaries, and/or issue of marketable securities gining entitlement to the allocation of debt securities (to be used outside public tender offer periods only) Issue, in the context of a private placement for qualified investors or for a limited circle of investors, without preemptive subscription rights, of ordinary shares or any other marketable securities giving access to the capital of the Company, in the context of an offering described in Article L. 411-2 II of the French Monetary and Financial Code (to be used outside public tender offer periods only)

26 months (until July 17, 2020)

€225 million for shares  (1) (2) +€5 billion for debt securities  (1)

None

Full amount of the authorization

13 th

26 months (until July 17, 2020)

€225 million for shares  (1) (2) +€5 billion for debt securities  (1)

None

Full amount of the authorization

14 th

26 months (until July 17, 2020)

€225 million for shares  (1) (2) +€5 billion for debt securities  (1)

None

Full amount of the authorization

15 th

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 40

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