ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Board of Directors’ report on the resolutions submitted to the Extraordinary Shareholders’ Meeting

The tables below summarize the delegations of authority and authorizations granted to the Board of Directors in financial matters:

Authorizations granted by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018 and in effect at the date of this Shareholders’ Meeting

Maximum nominal amount per authorization Amounts utilized

Validity and expiration

Type of authorization or delegation of authority

Remaining balance

Resolution

13 th

Issue, with preemptive subscription rights maintained, of ordinary shares and/or any marketable securities giving rights to the capital of the Company and/or its subsidiaries, and/or issue of marketable securities giving the right to the allocation of debt securities ( to be used only outside public tender offer periods ) Issue, with elimination of preemptive subscription rights, by public offering, of ordinary shares and/or any marketable securities giving rights to the capital of the Company and/or its subsidiaries, and/or issue of marketable securities giving rights to the allocation of debt securities ( to be used outside public tender offer periods only ) Issue, with elimination of preemptive subscription rights, in the context of a private placement for qualified investors or for a limited circle of investors, of ordinary shares or any other marketable securities giving rights to the capital of the Company, in the context of an offering described in Article L. 411-2 II of the French Monetary and Financial Code ( to be used outside public tender offer periods only ) Increase in the number of shares or marketable securities to be issued in the event of a securities issue executed pursuant to the 13 th , 14 th and 15 th Resolutions of the Shareholders’ Meeting of May 18, 2018, up to a limit of 15% of the initial issue, with or without preemptive subscription rights, through a public offering or a private placement ( to be used outside public tender offer periods only ).

26 months (until July 17, 2020)

€225 million for shares (1)(2) +€5 billion for debt securities (1)

None

Full amount of the authorization

14 th

26 months (until July 17, 2020)

€225 million for shares (1)(2) +€5 billion for debt securities (1)

None

Full amount of the authorization

15 th

26 months (until July 17, 2020)

€225 million for shares (1)(2) +€5 billion for debt securities (1)

None

Full amount of the authorization

26 months (until July 17, 2020)

Up to 15% of the initial issue (1)(2)

None

Full amount of the authorization

16 th

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 54

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