ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Authorizations granted by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 17, 2019 and in effect at the date of this Shareholders’ Meeting

Maximum nominal amount per authorization Amounts utilized

Type of authorization or delegation of authority Authorization to trade in the Company’s shares

Validity and expiration

Remaining balance

Resolution

5 th

18 months (until November 16, 2020)

Maximum purchase price: €30. Maximum shareholding: 10% of the share capital. Aggregate amount

ENGIE held 0.91% of its share capital as of December 31, 2019

9.09% of the share capital

of purchases: ≤ €7.3 billion. 2% of the share capital (1)(2)

14 th

Capital increase reserved for members of the Group Employee Savings Plan

26 months (until July 17, 2020)

None

Full amount of the authorization Full amount of the authorization

15 th

Capital increase reserved for any entity formed as part of the implementation of the international employee shareholding plan offered by the Group

18 months (until November 17, 2019)

0.5% of the share capital (1)(2)

None

The total maximum amount of the issues approved by the 14 th and 15 th resolutions is set at €265 million by the 23 rd resolution of the Ordinary and Extraordinary (1) Shareholders’ Meeting of May 18, 2018. The nominal amount of the issues decided under the 15 th resolution counts against the ceiling of 2% of the share capital under the 14 th resolution. (2)

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 56

Informations on www.engie.com