ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

Delegation of authority to the Board of Directors to increase the number of shares in the event of a securities issue with or without preferential subscription rights, in application of Resolutions 19, 20, and 21, limited to 15% of the initial issue (to be used only outside public tender offer periods) (Resolution 22) With this resolution, we invite the shareholders to renew the authorization given to the Board of Directors to increase the number of securities to be issued in the event of an issue of securities with or without preferential subscription rights, at the same price as that used for the initial issue, within the time frames and limits stipulated in the applicable regulation on the issue date. This delegation would enable the Board of Directors to respond to demand in excess of the offer and to deal with market volatility. 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

issue, within the time frames and limits stipulated in the applicable regulation on the issue date (currently within 30 days of the closing of the subscription and within the limit of 15% of the initial issue) and subject to the ceilings established in the resolution in application of which the issue is decided, as well as the overall ceiling established in Resolution 24 below, subject to its adoption by this Shareholders’ Meeting, or if applicable, any ceilings established by a resolution of the same kind that may succeed it during the period of validity of this delegation. 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’ Meeting; sets the term of validity of this authorization at 26 months from 2. the date of this Shareholders’ Meeting and duly notes that this delegation supersedes, as of this date, the delegation granted under Resolution 16 of the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018.

TWENTY-SECOND RESOLUTION Delegation of authority to the Board of Directors to increase the number of shares in the event of a securities issue with or without preferential subscription rights, in application of Resolutions 19, 20 and 21, limited to 15% of the initial issue (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 Article L.225-135-1 of the French Commercial Code, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to the Extraordinary General Shareholders Meeting: delegates to the Board of Directors, with the power to further 1. delegate under the conditions established by law, its authority to resolve to increase the number of securities to be issued in the event of an issue of securities with or without preferential subscription rights, at the same price as that used for the initial

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ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 29

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