ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

Various amendments to the bylaws to harmonize the bylaws with the current legislative and regulatory provisions (Resolution 31) Amendment to Article 6 of the bylaws to delete the C minimum holding obligation of the State; Amendment to Article 17.2 of the bylaws to apply ordinary C laws to deputy chief executive officers and the corresponding changes in Articles 16 and 20.1;

Amendment of Article 13.5 of the bylaws for the purpose of C replacing the term “Directors’ fees” by “Compensation” and of Article 13.7 for the purpose of replacing the term “Works Council” by “Social and Economic Committee”;

Amendment of Article 23 of the bylaws for the purpose of C deleting the requirement to appoint two Alternate Statutory Auditors in accordance with Article L.823-1 of the French Commercial Code.

Article L.111-68 of the French Energy Code, according to which the French State is required to hold a minimum of a third of ENGIE’s capital, has been amended by Article 140 of the PACTE law of May 22, 2019 on business growth and transformation. The French State is now only required to hold at least one share of the Company. To comply with these new legal provisions, the last paragraph of Article 6 of the bylaws must be deleted as it has become null and void. The terminology used for Directors’ compensation in Article L.225-45 of the French Commercial Code has been amended by the aforementioned PACTE law. Shareholders are therefore asked to replace the term “Directors’ fees” by “compensation” in Article 13.5 of the bylaws. Likewise, the Ordinance of September 22, 2017 pursuant to the law of September 15, 2017 has merged employee representative bodies under a single body called “Social and Economic Committee”. Consequently, Article 13.7 of the bylaws must be amended to replace the term “Works Council” by “Social and Economic Committee”. Article 17.2 of the bylaws mentions the possibility for the Board of Directors to appoint only one Deputy Chief Executive Officer, who must be chosen from amongst its members and appointed as Vice-Chair of the Board. Ordinary law governing deputy chief executive officers and their appointment allows greater flexibility, notably with the possibility of naming up to five deputy chief executive officers without the necessity that they be members of the Board of Directors. Consequently, for the purpose of applying the less restrictive ordinary-law arrangements in this field, Shareholders are asked to amend this Article 17.2 of the bylaws by adding the possibility of appointing several Deputy Chief Executive Officers without the need for them to be members of the Board of Directors and appointed as Vice-Chairs of the Board. This change to Article 17.2 is accompanied by two other correlative amendments to paragraph 3 of Article 16 and Article 20.1 of the bylaws, where the word “the”, before “Deputy Chief Executive Officer” in these last two articles, must be replaced by “a”. In accordance with Article L.823-1 paragraph 2 of the French Commercial Code amended by the law of December 9, 2016 on transparency, the fight against corruption, and the modernization of the economy, the so-called “Sapin 2 law”, the appointment of Alternate Statutory Auditors is only compulsory if the Statutory Auditors are individuals or sole proprietorships. Given that the Company’s two Statutory Auditors are not individuals or sole proprietorships, Shareholders are asked to amend Article 23 of the bylaws with a view to deleting this obligation to appoint Alternate Statutory Auditors.

Purpose

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Having reviewed the Board of Directors’ report, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Extraordinary Shareholders’ Meetings resolves to: delete, in compliance with Article L.111-68 of the French Energy 1. Code, amended by the PACTE law of May 22, 2019 on business growth and transformation, the last paragraph of Article 6 of the bylaws under which the French State is required to hold a minimum of a third of the company’s capital; replace, in accordance with Article L.225-45 of the French 2. Commercial Code, the term “ Directors’ fees ” by “ compensation ” in Article 13.5 of the bylaws which will now read as follows: “13.5 The Shareholders’ Meeting sets the compensation amount allocated to Directors. ” The rest of this article remains unchanged; to replace in Article 13.7 of the bylaws, the term “Works Council” 3. by “Social and Economic Committee” , in line with the new laws and regulations;

THIRTY-FIRST RESOLUTION Various amendments to the bylaws to harmonize the bylaws with the current legislative and regulatory provisions: Amendment to Article 6 of the bylaws to delete the C minimum holding obligation of the State; Amendment of Article 13.5 of the bylaws for the purpose of C replacing the term “Directors’ fees” by “Compensation” and of Article 13.7 for the purpose of replacing the term “Works Council” by “Social and Economic Committee”; Amendment to Article 17.2 of the bylaws to apply ordinary C laws to deputy chief executive officers and the corresponding changes in Articles 16 and 20.1; Amendment of Article 23 of the bylaws for the purpose of C deleting the requirement to appoint two Alternate Statutory Auditors in accordance with Article L.823-1 of the French Commercial Code.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 37