ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

Reappointment of the Statutory Auditors (Resolutions 9 and 10)

The appointments of the Statutory Auditors, Ernst & Young et Autres and Deloitte & Associés, and the Alternate Statutory Auditors, Auditex and BEAS, expire at the end of this Shareholders’ Meeting. The Shareholders are asked to reappoint the Statutory Auditors, Ernst & Young et Autres and Deloitte & Associés, for a six-year term expiring at the end of the Ordinary Shareholders’ Meeting that will be convened in 2026 to approve the financial statements for the fiscal year ended December 31, 2025.

Purpose

NINTH RESOLUTION Reappointment of a Statutory Auditor (Ernst & Young et Autres) After reviewing the Board of Directors’ report, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, having noted that the appointment of the Statutory Auditor Ernst & Young et Autres will expire at the end of this Shareholders’ Meeting, hereby reappoints the Statutory Auditor for a six-year term expiring at the end of the Ordinary Shareholders’ Meeting that will be convened in 2026 to approve the financial statements for the fiscal year ended December 31, 2025.

TENTH RESOLUTION Reappointment of a Statutory Auditor (Deloitte & Associés) After reviewing the Board of Directors’ report, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, having noted that the appointment of the Statutory Auditor Deloitte & Associés will expire at the end of this Shareholders’ Meeting, hereby reappoints the Statutory Auditor for a six-year term expiring at the end of the Ordinary Shareholders’ Meeting that will be convened in 2026 to approve the financial statements for the fiscal year ended December 31, 2025.

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Approval of the components of compensation paid in 2019 or awarded for the same year to corporate officers of the Company (Resolutions 11 to 13)

Ordinance 2019-1234 and Decree 2019-1235 of November 27, 2019 pursuant to the PACTE law of May 22, 2019 on business growth and transformation, have reformed the legal regime applicable to corporate officers’ compensation. Pursuant to the above-mentioned Ordinance and in compliance with Article L.225-100 II of the French Commercial Code, a draft resolution on the disclosures set out in Article L.225-37-3 of the French Commercial Code is now subject to approval by the Shareholders’ Meeting (Resolution 11) . These disclosures are described in Section 4.4 of the 2019 Universal Registration Document and in the Board of Directors’ report on corporate governance. The approval by Shareholders’ Meeting of the individual compensation paid or awarded to each corporate officer for the year ended ( ex-post vote) was maintained in the above-mentioned Ordinance. By voting on Resolution 12, in accordance with Articles L.225-100 III and L.225-37-3 of the French Commercial Code, the Shareholders are asked to approve the total compensation and benefits in kind paid in 2019 or awarded for 2019 to Jean-Pierre Clamadieu, Chairman of the Board of Directors, as described in Section 4.4 of the 2019 Universal Registration Document, and in the Board of Directors’ report on corporate governance.

Purpose

reviewed the report on corporate governance referred to in Article L.225-37 of the French Commercial Code, approves, pursuant to Article L.225-100 II of the French Commercial Code, the disclosures mentioned in Article L.225-37-3 I of the French Commercial Code, as they are described in Section 4.4 of the 2019 Universal Registration Document.

ELEVENTH RESOLUTION Approval of disclosures on the compensation of corporate officers paid in 2019 or awarded for 2019 and mentioned in Article L.225-37-3 I of the French Commercial Code The Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, having

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 21