ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Maximum nominal amount per authorization Amounts utilized

Type of authorization or delegation of authority

Validity and expiration

Remaining balance

Resolution

17 th

Issue of ordinary shares and/or other securities in consideration for contributions of equity securities made, up to a limit of 10% of the share capital ( usable only outside periods of a public tender offer ). Capital increases via the capitalization of premiums, reserves, earnings or other sums ( usable only outside public tender offer periods ) Authorization to reduce the share capital by canceling treasury shares Authorization to award bonus shares (i) to employees and/or corporate officers of companies belonging to the Group (with the exception of corporate officers of the Company) and (ii) to employees participating in a Group international employee shareholding plan Authorization to award bonus shares to certain employees and corporate officers of Group companies (except for corporate officers of the Company)

26 months (until July 17, 2020)

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

None

Full amount of the authorization

24 th

26 months (until July 17, 2020)

Aggregate amount that may be capitalized

None

Full amount of the authorization

25 th

26 months (until July 17, 2020)

10% of the share capital per 24 month period

Reduction by cancellation of 6,036,166 treasury shares held in connection with Link 2018 as of August 2, 2018

9.75% of the share capital

28 th

38 months (until July 17, 2021)

0.75% of the share capital (3)

None

Full amount of the authorization

5

29 th

38 months (until July 17, 2021)

0.75% of the share capital (3)

Allotment on December 11, 2018 of 5,022,660 Performance Shares, on February 27, 2019 of 187,674 Performance Shares (i.e., 0.21% of the share capital at February 27, 2019), on December 17, 2019 of 5,157,215 Performance Shares and on February 26, 2020 of 279,497 Performance Shares (i.e., 0.22% of the share capital at February 26, 2020).

0.31% of the share capital

This is a ceiling set by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018 for issues decided pursuant to the 13 th , 14 th , 15 th , (1) 16 th and 17 th resolutions. The total maximum nominal amount of issues decided in application of the 13 th , 14 th , 15 th , 16 th , 17 th , 26 th and 27 th resolutions was set at €265 million by the (2) 23 rd resolution of the Shareholders’ Meeting of May 18, 2018. This is a common ceiling set by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018 for the awards decided pursuant to the (3) 28 th and 29 th resolutions.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 55