ENGIE - Notice of meeting 2019

Board of Directors’ Report on the resolutions

Resolution Type of authorization

Validity and expiration

Maximum nominal amount per authorization 0.75% of the share capital  (4)

Amounts utilized

Remaining balance

or delegation of authority

Authorization to award bonus shares to certain employees and corporate officers of Group companies (except for corporate officers of the Company)

38 months (until July 17, 2021)

Allocation on December 11, 2018 of 5,022,660 Performance Shares i.e ., 0.21% of the share capital at December 31, 2018, and on February 27, 2019 of 187,674 Performance Shares for a total allocation of 0.2139% of the share capital at February 27, 2019.

0.536% of the share capital

29 th

This is a ceiling set by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018 for issues decided pursuant to the 13 th , 14 th , 15 th , 16 th (1) and 17 th  resolutions. The overall maximum nominal amount of issues decided in application of the 13 th , 14 th , 15 th , 16 th , 17 th , 26 th and 27 th  resolutions was set at €265 million by the (2) 23 rd  resolution of the Shareholders’ Meeting of May 18, 2018. The nominal amount of issues decided in application of the 27 th  resolution counts against the ceiling of 2% of the share capital under the 26 th  resolution. (3) This is a ceiling set by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018 for the awards decided pursuant to the 28 th  and (4) 29 th  resolutions.

EMPLOYEE SHAREHOLDING (14 th and 15 th  RESOLUTIONS) The purpose of the delegations of authority referred to in the 14 th and 15 th  resolutions below is to renew the authorizations previously granted to the Board of Directors by the Shareholders’ Meeting in connection with the development of Group-wide employee shareholding, by granting the Board the power to carry out further transactions related to employee shareholding at the time of its choosing. The objectives are as follows: to unite all employees, strengthen their sense of belonging to the C ENGIE group and involve them in the transformation project; to signal its satisfaction with and commitment to employee C shareholding, by renewing operations that are recurring and expected by employees;

to seize a unique opportunity for ENGIE to express itself to its C employees in many countries in their local languages; to achieve a level of employee shareholding comparable to that C of other companies in the CAC 40 in order for ENGIE to arrive at a significant percentage over a five-year period (as a percentage of capital or voting rights). Under such plans, employees are offered three investment options: a “Classic” investment formula, without financial leverage; and C two “Multiple” investment formulas, with financial leverage and C capital protection. Employee shareholding plans may be set up, in whole or in part, through the use of treasury shares.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 42

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