ENGIE - Notice of meeting 2019

Board of Directors’ Report on the resolutions

Resolution Type of authorization

Validity and expiration

Maximum nominal amount per authorization Up to 15% of the initial issue (1) (2)

Amounts utilized

Remaining balance

or delegation of authority

Increase in the number of shares or marketable securities to be issued in the event of a securities issue executed pursuant to the 13 th , 14 th and 15 th  Resolutions, up to a limit of 15% of the initial issue, with or without preemptive subscription rights, through a public offering or a private placement (to be used outside public tender offer periods only). Issue of shares and/or marketable securities in consideration for contributions of securities made, up to a limit of 10% of the share capital (to be used outside public tender offer periods only) Capital increases via the capitalization of premiums, reserves, earnings or other sums (usable only outside public tender offer periods) Authorization to reduce the share capital by canceling treasury shares

26 months (until July 17, 2020)

None

Full amount of the authorization

16 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

17 th

26 months (until July 17, 2020)

Aggregate amount that may be capitalized

None

Full amount of the authorization

24 th

26 months (until July 17, 2020)

10% of the share capital per 24-month period

Reduction by cancellation of 6,036,166 treasury shares held in connection with Link 2018 as of August 2, 2018

9.752% of the share captal

25 th

5

Capital increase reserved for members of the Group Employee Savings Plan

26 months (until July 17, 2020)

2% of the share capital  (2) (3)

None

Full amount of the authorization Full amount of the authorization

26 th

Capital increase reserved for any entity formed as part of the implementation of the international employee shareholding plan offered by the Group Authorization to award bonus shares (i) to employees and/or corporate officers of companies belonging to the Group (with the exception of corporate officers of the Company) and (ii) to employees participating in a Group international employee shareholding plan

18 months (until November 17, 2019)

0.5% of the share capital  (2) (3)

None

27 th

38 months (until July 17, 2021)

0.75% of the share capital  (4)

None

Full amount of the authorization

28 th

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 41