ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

THIRD RESOLUTION Appropriation of net income for fiscal year 2019 The Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, records that the net loss for the year ending December 31, 2019, is €195,804,728 and Retained Earnings is nil. Pursuant to the Board of Directors’ recommendations, the Shareholders’ Meeting resolves to allocate the net loss, i.e .

€195,804,728, to “Other reserves” in the amount of €17,363,610 and the balance, i.e. €178,441,118, to the “Merger premium”. Given the exceptional situation brought about by the coronavirus pandemic, which is affecting the entire global economy, and in order to anticipate any impact on the Group’s activities, the Shareholders’ Meeting resolves not to distribute a dividend for fiscal year 2019.

Pursuant to applicable law, the Shareholders’ Meeting duly notes that the dividend payouts for the three previous fiscal years are as follows:

Number of shares carrying dividend rights

Amounts paid out (overall amount)

Net dividend (amount per share)

Fiscal year

(in millions)

(in euros)

(in euros)

2016 (1) 2017 (2) 2018 (2)

2,397 (3) 2,390 (4) 2,413 (5)

2,414 million 1,688 million 2,743 million

1.00 0.70

1.12 Pursuant to the disclosure requirement set forth in Article 243(b) of the General Tax Code, note that dividends for the fiscal year ended December 31, 2016 were (1) eligible for the progressive income tax scale after the 40% deduction available to individuals who are tax residents of France, as provided in Article 158, paragraph 3-2 of the French General Tax Code. In accordance with the requirements of Article 243-bis of the General Tax Code, dividends paid out for the years ended December 31, 2017 and December 31, (2) 2018 were eligible for the overall rate of 30% (i.e. 12.8% for income tax and 17.2% for social security contributions), unless shareholders opted for the progressive income tax scale, giving entitlement to the proportional 40% deduction provided for in Article 158, paragraph 3(2) of the French General Tax Code. This number corresponds to shares carrying dividend rights at the time of payment of the final dividend for 2016 in May 2017. It is notably comparable (3) to the number at the time of payment of the interim dividend in 2016. This number corresponds to shares carrying dividend rights at the time of payment of the final dividend for 2017 in May 2018. It is notably comparable (4) to the number at the time of payment of the interim dividend in 2017. This number corresponds to shares carrying dividend rights at the time of payment of the final dividend for 2018 in May 2019. It is notably comparable (5) to the number at the time of payment of the interim dividend in 2018.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 18

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