ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

Resolutions submitted to the Extraordinary Shareholders’ Meeting

“Financial” delegations (Resolutions 19 to 23)

The Combined Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018 had delegated authority to the Board of Directors for a period of 26 months to issue securities with or without preferential subscription rights to the general public or to institutional investors or in consideration of contributions of securities to the Company. These delegations, which were not used, expire on July 17, 2020. The aim of renewing them is to allow the Company to carry out, at the appropriate time, the financial transactions required to finance its development. These renewals concern the financial delegations previously granted that can only be used outside periods of public tender offers for the Company. These delegations would cancel and replace the aforementioned resolutions for a period of 26 months from the date of the Shareholders’ Meeting. The total nominal amount of capital increases that may be realized in this way, immediately or in the future, may not exceed a nominal amount of €225 million, it being specified that this amount is common to Resolutions 19, 20, 21, 22 and 23, and would be deducted from the overall ceiling of €265 million (nominal amount) provided for in Resolution 24 proposed to this Shareholders’ Meeting. In the event of the issue of securities representing debt claims on the Company, the maximum nominal amount of these debt securities would be set at €5 billion, it being specified that this amount would be deducted from the nominal amount of the debt securities that will be issued by virtue of Resolutions 19, 20, 21, 22 and 23. For your information, a table summarizing the financial delegations is provided in the Board of Directors’ report on corporate governance.

Purpose

Delegation of authority granted to the Board of Directors to issue various securities with preferential subscription rights (to be used outside public tender offer periods) (Resolution 19)

We submit to your vote the renewal of the resolution authorizing the Board of Directors to issue various securities with preferential subscription rights, which is the preference of the Board of Directors and would give it the necessary flexibility to carry out, where appropriate, issues that are best suited to market opportunities and the Company’s needs. These issues may take place at any time, except during the offer period in the event of the filing by a third party of a public tender offer for the Company’s shares.

Purpose

reference to several currencies, maintaining the preferential subscription rights of the shareholders, on the issue of ordinary shares of the Company or securities issued for consideration or free of charge, governed by Articles L.228-91 et seq. of the French Commercial Code, (i) giving access to the capital of the Company or giving access to the capital of a company of which it directly or indirectly owns more than half of the capital, subject to the authorization of the Extraordinary Shareholders’ Meeting of the company in which the rights are exercised, or (ii) giving entitlement to the allocation of debt securities, it being specified that the subscription of shares and other securities may take place either in cash or by offsetting certain, liquid and payable receivables. The Board of Directors may delegate, under the conditions established by law, the power to resolve to carry out the issue and the power to suspend it. However, in the event of the filing by a third party of a public tender offer for the Company’s shares, the Board of Directors may not, for the duration of the offer period, resolve to implement this delegation of authority without the prior authorization of the Shareholders’

NINETEENTH RESOLUTION Delegation of authority to the Board of Directors to resolve, maintaining preferential subscription rights, to (i) issue ordinary shares and/or any securities giving access to the capital of the Company and/or its subsidiaries, and/or (ii) issue securities giving entitlement to the allocation of debt securities (to be used only outside public tender offer periods) Having reviewed the Board of Directors’ report and the Statutory Auditors’ report and in accordance with Articles L.225-127 to L.225-129-6, L.225-132 to L.225-134 and L.228-91 to L.228-93 of the French Commercial Code, the Shareholders’ Meeting, voting in accordance with the quorum and majority voting requirements for Extraordinary Shareholders’ Meetings: delegates to the Board of Directors its authority to resolve, on 1. one or more occasions, both in France and abroad, in the proportion and at the times that it deems appropriate, either in euros or in any other currency or monetary unit established by

Meeting;

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 24

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