ENGIE - Notice of meeting 2020

Draft agenda

Delegation of authority to the Board of Directors to resolve to C increase the share capital by capitalizing premiums, reserves, profits or other amounts (25 th resolution) . Authorization to be granted to the Board of Directors to reduce C the share capital through the cancellation of treasury shares (26 th resolution) . Delegation of authority to the Board of Directors to increase the C share capital by issuing shares or securities granting access to equity securities to be issued, with preemptive subscription rights waived, for the benefit of ENGIE group employee savings plan members (27 th resolution) . Delegation of authority to the Board of Directors to increase the C share capital by issuing shares or securities giving access to equity securities to be issued, with preemptive subscription rights waived, in favor of any entity whose sole purpose is to subscribe, hold and sell shares or other financial instruments as part of the implementation of an international employee shareholding plan of the ENGIE group (28 th resolution) . Amendment of Article 2 updating the Company objective C (29 th resolution)

Insertion of the purpose statement of the Company in Article 2 of C the bylaws and amendment of the related heading and renumbering of said article (30 th resolution) . Various amendments to the bylaws to harmonize the bylaws with C the current legislative and regulatory provisions: Amendment of Article 6 of the bylaws to remove the C requirement that the French government must hold a minimum interest in the share capital or voting rights; Amendment of Article 13.5 of the bylaws, replacing the term C “directors’ fees” with the term “compensation”, and Article 13.7 replacing the term “Works Council” with the term “Social and Economic Committee”; Amendment of Article 17.2 of the bylaws to apply the common C law regime relating to chief operating officers, and consequential amendments to Articles 16 and 20.1; Amendment of Article 23 of the bylaws, removing the C requirement to appoint two alternate statutory auditors, in accordance with Article L.823-1 of the French Commercial Code (31 st resolution) . Powers to implement the resolutions adopted by the General C Shareholders’ Meeting and to perform the related formalities (32 nd resolution) .

For information only Resolution A : Amendment of the text of the 3 rd resolution to decide not to distribute any dividend in respect of the financial year 2019 In addition, before the Board of Directors decides during its meeting of April 1, 2020, to cancel its proposal to pay a dividend in respect of financial year 2019, the Company received from the Supervisory Board of the solidarity employee mutual fund LINK France, 1-2 Place Samuel de Champlain, Faubourg de l'Arche, 92930 Paris La Défense Cedex, an alternative draft resolution to the 3 rd resolution, to decide not to

distribute any dividend in respect of financial year 2019. This alternative resolution has become purposeless.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 16

Informations on www.engie.com