ENGIE - Notice of meeting 2019
Statutory Auditors’ reports
Report on the capital increase through the issue of shares or marketable securities giving access to equity securities to be issued, with cancellation of preferential subscription rights, reserved for all entities created as part of the implementation of ENGIE group’s international employee shareholding plan, under the fifteenth resolution
It is the responsibility of the 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.
In accordance with the engagement set out in Articles L. 228 -92 and L. 225-135 et seq. of the French Commercial Code, 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 and/or marketable securities giving access to equity securities to be issued, with cancellation of preferential subscription rights, reserved for the category of legal persons constituting any entities under French or foreign law whose sole purpose is to subscribe, hold and sell shares of the Company or other financial instruments as part of the implementation of the ENGIE group’s international employee shareholding plan, including any companies created to implement the leveraged “Multiple” investment formulas, or any trusts set up to establish a Share Incentive Plan under English law, 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 0.5% of the share capital as of the date of implementation of the delegation and will be deducted from the limit of 2% of the share capital of the delegation under the fourteenth resolution of this Combined Shareholders’ Meeting, and the overall limit of €265 million provided in the twenty-third resolution of the Combined Shareholders’ Meeting of May 18, 2018. On the basis of its report, your Board of Directors proposes that you authorize it, for a period of eighteen 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.
Paris-la-Défense, March 15, 2019
The Statutory Auditors
DELOITTE & ASSOCIES
ERNST &YOUNG et Autres
Patrick E. Suissa Olivier Broissand
Charles-Emmanuel Chosson Stéphane Pédron
ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 46
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