ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

Amendment of Article 2 for the purpose of updating the Company’s objective (Resolution 29)

It has become necessary to update the Company’s objective so that they better reflect its current activities. Consequently, the Shareholders are asked to amend Article 2 on the Company’s objective.

Purpose

carry out the public service tasks assigned to it under current C law and regulations, in particular the French Energy Code; study, design and implement all projects and all public or C private work on behalf of any local authorities, companies and individuals; prepare and sign all treaties, public and private contracts relating to the execution of said projects and work; participate directly or indirectly in all operations or activities of C any kind that may be related to one of the aforementioned purposes, or which could ensure the development of the corporate holdings, including research and engineering activities, via the formation of companies or new businesses, contribution, subscription or sales of securities or corporate rights, acquisitions of interests and stakes, in any form, in all existing or future businesses or companies, merger, association, or in any other manner; create, acquire, rent, take in lease management all property, C real property and businesses, rent, install, and operate all establishments and businesses connected with one of the aforementioned objects.” The last three paragraphs of this article remain unchanged.

TWENTY-NINTH RESOLUTION Amendment of Article 2 of the bylaws for the purpose of updating the Company’s objective Having reviewed the Board of Directors’ report, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Extraordinary Shareholders’ Meetings, resolves to amend Article 2 of the bylaws which will now read as follows: “Article 2 - Objective The company’s objective is the management and development of its current and future, tangible and intangible assets, in France and abroad, by all means and, especially to: prospect, produce, process, import, export, buy, transport, C store, distribute, supply and market gas of any kind and in all forms, electricity and all other forms of energy; conduct trading in any energy, particularly natural gas and C electricity; supply services, to all types of customers, related directly or C indirectly to the aforementioned activities, and particularly services to facilitate energy transition;

Inclusion of the company’s purpose statement (“purpose”) in Article 2 of the bylaws and correlative amendment of the wording and numbering of the same article (Resolution 30)

The PACTE law of May 22, 2019 on business growth and transformation gives companies the possibility to include a purpose statement in their bylaws in addition to their objective. During the Shareholders’ Meeting of May 17, 2019, ENGIE expressed its wish to define its purpose in connection with its stakeholders, employees, customers and partners in order to have it approved by its shareholders at the 2020 Annual Shareholders’ Meeting. With this purpose statement approved by the Board of Directors on February 26, 2020, ENGIE aims to rally internal and external stakeholders around a shared aim, one that is responsible and committed. By voting on Resolution 30, the Shareholders are asked to approve the Company’s purpose statement for inclusion in the bylaws.

Purpose

respectful of the environment. This purpose brings together the company, its employees, customers and shareholders and reconciles economic performance and positive impact on people and the planet. ENGIE’s action is assessed in its entirety and over time.” amend Article 2 of the bylaws to read as follows: 2. « Article 2 – “Purpose and Objective ("raison d'être")» This Article 2 will consist of two parts: “2.1 Purpose” which sets out the Company’s purpose; C “2.2 Objective ("raison d'être")” which sets out the Company’s C objects.

THIRTIETH RESOLUTION Inclusion of the Company’s purpose statement in Article 2 of the bylaws and correlative amendment of the wording and numbering of the same article Having reviewed the Board of Directors’ report, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Extraordinary Shareholders’ Meetings resolves to: adopt the Company’s purpose statement, as per the following 1. wording, through inclusion in Article 2 of the bylaws: “The purpose of ENGIE is to act to accelerate the transition to a carbon-neutral economy, through low-energy solutions that are more

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 36

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