ENGIE - Notice of meeting 2019

Statutory Auditors’ reports

Statutory Auditors’ reports on the capital related transactions provided for in the resolutions submitted to the ordinary and extraordinary shareholders' meeting of May 14, 2019

To the Shareholders’ Meeting of ENGIE,

In our capacity as Statutory Auditors of ENGIE (the “Company”), we hereby report on the various capital-related transactions upon which you are called to vote.

Report on the capital increase through the issue of shares and marketable securities giving access to capital, with cancellation of preferential subscription rights, reserved for employees who are members of the ENGIE group’s employee savings plans, under the fourteenth resolution

In accordance with the engagement set out in Articles L. 228-92 and L. 225-135 et seq. of the French Commercial Code ( Code de commerce ), we hereby report on the proposed delegations of authority to the Board of Directors to decide a capital increase, on one or more occasions, through the issue of shares or marketable securities giving access to the Company’s shares to be issued, with cancellation of preferential subscription rights, reserved for employees who are members of one or more employee savings plans set up within the Group comprising the Company and the French or foreign entities included in the Company’s scope of consolidation in accordance with Article 3344-1 of the French Labor Code ( Code du travail ), with the proviso that this authorization may be used for the purposes of implementing the so-called leveraged “Multiple” investment formulas, a transaction upon which you are asked to vote. The nominal amount of capital increases that may be carried out immediately or in the future under this resolution may not exceed 2% of the share capital on the day of the implementation of the delegation, provided that this amount will be deducted from the overall limit of €265 million referred to in the twenty-third resolution of the Combined Shareholders’ Meeting of May 18, 2018. This capital increase is submitted for your approval in accordance with Articles L. 225-129-6 of the French Commercial Code and L. 3332-18 et seq. of the French Labor Code. On the basis of its report, your Board of Directors proposes that you authorize it, for a period of twenty-six months, from the date of this Combined Shareholders’ Meeting, to decide on one or more issues and cancel your preferential subscription rights to the shares to be

issued. Where appropriate, it shall be responsible for setting the definitive terms of issue for this transaction. It is the responsibility of your Board of Directors to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. It is our responsibility to report on the fairness of data drawn from the financial statements, on the proposal to cancel the preferential subscription rights, and on certain other information about the issue provided in that report. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French National Institute of Statutory Auditors ( Compagnie Nationale des Commissaires aux Comptes ) for this type of engagement. These procedures included verifying the contents of the Board of Directors’ report on this transaction and on the methods used to determine the price of the shares to be issued. Subject to a subsequent examination of the conditions governing each issue to be decided, we have no matters to report on the methods used to determine the price for the shares to be issued as provided in the Board of Directors’ report. As the final conditions of the issue(s) have not been set, we cannot express an opinion thereon or, consequently, on the proposal to cancel your preferential subscription rights. In accordance with Article R. 225-116 of the French Commercial Code, we will issue a supplemental report, as appropriate, when your Board of Directors has used this authorization.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 45

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