ENGIE - Notice of meeting 2020

Draft agenda

Resolutions submitted to the Ordinary

A.

Shareholders’ Meeting

Approval of transactions and annual financial statements for fiscal C year 2019 (1 st resolution) . Approval of the consolidated financial statements for fiscal C year 2019 (2 nd resolution) . Appropriation of net income for fiscal year 2019 (3 rd resolution). C Approval, pursuant to Article L.225-38 of the French Commercial C Code, of settlement agreement between the Company and Isabelle Kocher, director and Chief Executive Officer until February 24, 2020 (4 th resolution) . Approval of regulated agreements referred to in Article L.225-38 C of the French Commercial Code that were previously approved and that continued during fiscal year 2019 (5 th resolution) . Authorization of the Board of Directors to trade in the Company’s C shares (6 th resolution) . Reappointment of a Director (Fabrice Brégier) (7 th resolution) . C Reappointment of a Director (Lord Peter Ricketts of Shortlands) C (8 th resolution) . Reappointment of a principal Statutory Auditor (Ernst & Young et C Autres) (9 th resolution) . Reappointment of a principal Statutory Auditor (Deloitte & C Associés) (10 th resolution) . Approval of information relating to the compensation of corporate C officers paid during fiscal year 2019 or awarded for said year and referred to in Article L.225-37-3 I of the French Commercial Code (11 th resolution) . Shareholders’ Meeting Delegation of authority to the Board of Directors to (i) issue C ordinary shares and/or share equivalents of the Company and/or subsidiaries of the Company, and/or (ii) issue securities entitling the allocation of debt instruments, with preemptive subscription rights maintained (usable only outside periods of a public tender offer) (19 th resolution ). Delegation of authority to the Board of Directors to (i) issue C ordinary shares and/or share equivalents of the Company and/or subsidiaries of the Company, and/or (ii) issue securities entitling the allocation of debt instruments, with preemptive subscription rights waived (usable only outside periods of a public tender offer) (20 th resolution ). Delegation of authority to the Board of Directors to resolve to C issue, without preemptive subscription rights, ordinary shares or other securities, in the context of an offer governed by B.

Approval of total compensation and benefits of any kind paid C during fiscal year 2019, or awarded for said year, to Jean-Pierre Clamadieu, Chairman of the Board of Directors, referred to in Article L.225-37-3 of the French Commercial Code (12 th resolution) . Approval of total compensation and benefits of any kind paid C during fiscal year 2019, or awarded for said year, to Isabelle Kocher, Chief Executive Officer, referred to in Article L.225-37-3 of the French Commercial Code (13 th resolution) . Approval of the compensation policy for directors, in accordance C with Article L.225-37-2 II of the French Commercial Code (14 th resolution) . Approval of the compensation policy for the Chairman of the C Board of Directors, in accordance with Article L.225-37-2 II of the French Commercial Code (15 th resolution) . Approval of the compensation policy for the Chief Executive C Officer for the period January 1 to February 24, 2020, in accordance with Article L.225-37-2 II of the French Commercial Code (16 th resolution) . Approval of the compensation policy for the Chief Executive C Officer appointed on February 24, 2020 for a transitional period pending completion of the process of appointing a new Chief Executive Officer, in accordance with Article L.225-37-2 II of the French Commercial Code (17 th resolution) . Approval of the compensation policy for the Chief Executive C Officer to be appointed at the end of the ongoing appointment process, in accordance with Article L.225-37-2 II of the French Commercial Code (18 th resolution) .

Resolutions submitted to the Extraordinary

Article L.411-2 of the French Monetary and Financial Code (to be used only outside public tender offer periods) (21 st resolution ). Delegation of authority to the Board of Directors to increase the C number of shares in the event of a securities issue with or without preemptive subscription rights, in application of Resolutions 19, 20 and 21, limited to 15% of the initial issue (to be used only outside public tender offer periods) (22 nd resolution ). Delegation of authority to the Board of Directors to issue ordinary C shares or various securities in consideration for contributions of securities made to the Company, limited to 10% of the share capital (to be used only outside public tender offer periods) (23 rd resolution ). Limitation of the Overall Ceiling for immediate and/or future C capital increase delegations (24 th resolution) .

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 15