ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

Resolutions and purpose resolutions submitted

A.

to the Ordinary Shareholders’ Meeting

Approval of the financial statements for fiscal year 2019 (Resolutions 1 and 2)

The first two resolutions allow the Shareholders, after reviewing the reports of the Board of Directors and of the Statutory Auditors, to approve the annual and consolidated financial statements of ENGIE, which show, respectively, net loss of €195,804,728 and consolidated net income, Group share, of €984,411,419.

Purpose

FIRST RESOLUTION Approval of transactions and the financial statements for fiscal year 2019 After reviewing the financial statements for the year ended December 31, 2019, the Board of Directors’ management report and the Statutory Auditors’ report on the financial statements, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the parent company financial statements for the fiscal year ended December 31, 2019, as presented thereto, as well as the transactions entered in these parent company financial statements or summarized in these reports, showing net loss for the year of €195,804,728. In accordance with Article 223-quater of the French General Tax Code, the Shareholders’ Meeting duly notes that the total amount of expenses and charges referred to in Article 39, paragraph 4, of the General Tax Code is €1,236,094 for 2019.

SECOND RESOLUTION Approval of the consolidated financial statements for fiscal year 2019 After reviewing the consolidated financial statements for the year ended December 31, 2019, the Board of Directors’ management report and the Statutory Auditors’ report on the consolidated financial statements, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the consolidated financial statements for the fiscal year ended December 31, 2019, as presented thereto, as well as the transactions entered in these financial statements or summarized in these reports, showing consolidated net income, Group share, for the year of €984,411,419.

Appropriation of net income for fiscal year 2019 (Resolution 3)

The purpose of the third resolution is to propose that you appropriate the net income for fiscal year 2019. As an exceptional measure, and due to the global health crisis related to the COVID-19 epidemic, it is proposed that no dividend should be distributed for fiscal year 2019.

Purpose

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 17