ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions submitted to the Ordinary and Extraordinary Shareholders’ Meeting of May 14, 2020 Board of Directors report on the resolutions presented to the Ordinary Shareholder’s Meeting Approval of transactions and annual financial statements for fiscal year 2019 (1 st resolution) The Board of Directors is asking Shareholders to approve ENGIE’s transactions and parent company financial statements for fiscal year 2019, which resulted in a net loss of €195,804,728.

Approval of the consolidated financial statements for fiscal year 2019 (2 nd resolution) The Board of Directors is asking Shareholders to approve the ENGIE group’s consolidated financial statements for fiscal year 2019, which resulted in a consolidated net income, Group share, of €984,411,419.

Appropriation of earnings for fiscal year 2019 (3 rd resolution) The purpose of the 3 rd resolution is to appropriate earnings for fiscal year 2019.

Directors, at its meeting on April 1, 2020, reviewed the proposed dividend distribution for fiscal year 2019 that it had previously approved at its meeting on February 26, 2020. Under these circumstances, it decided to submit a proposal to the Shareholders’ Meeting not to distribute a dividend for fiscal year 2019.

It is being proposed to allocate the loss from fiscal 2019 in the amount of €195,804,728 to the “other reserves” for €17,963,610 and then the balance of €178,441,118 to “merger premiums”. Given the exceptional situation brought about by the coronavirus pandemic, which is affecting the entire global economy, and in order to anticipate any impact on the Group’s activities, the Board of

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 39