ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

RENEWAL OF THE DELEGATIONS OF AUTHORITY GRANTED BY THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF MAY 18, 2018

The purpose of the delegations of authority referred to in the 19 th , 20 th , 21 st , 22 nd and 23 rd resolutions is to provide the Board of Directors with a number of options to issue, when the time comes, quickly and flexibly, various securities in accordance with applicable regulations in order to assemble the financial means necessary to implement ENGIE’s development strategy. This would grant the Board of Directors the authority to issue shares and share equivalents or securities giving rights to the allocation of debt securities in France and abroad, in euros or foreign currencies, with or without shareholders’ preemptive subscription rights, based on the opportunities offered by the financial markets and on the interests of the Company and its shareholders. These new delegations will terminate the delegations granted by the previous Shareholders’ Meetings that were not used and may be used only outside periods of public offers on the Company. Notwithstanding the Board of Directors’ policy of preferring to use capital increases with maintenance of shareholders’ preemptive subscription rights, special circumstances may arise in which a cancellation of shareholders’ preemptive subscription rights is necessary and in their interests, especially to provide for the possibility of paying for contributions entirely in shares in the case of a public exchange offer or, up to a limit of 10% of the share capital, when the conditions for a public exchange offer are not met (23 rd resolution) . The renewal of these delegations is proposed in order to give the Board of Directors the flexibility to issue shares or securities, on one

or more occasions, based on market characteristics at the time in question. These delegations comply with usual practices and recommendations in terms of amount, ceiling and duration, and are proposed on the same terms as the resolutions passed in 2018. Furthermore, consideration would again be given to facilitating the placement of issues using, as applicable, private placements with qualified investors or a restricted circle of investors (20 th resolution) . These delegations are intended for the issuance of equity securities and securities giving rights to the Company’s capital up to the limit of a nominal ceiling of €225 million common to the 19 th to 23 rd resolutions (24 th resolution) . In the event of an issue of securities representing claims on the Company under the 19 th to 23 rd resolutions , the total nominal amount of such debt securities must not exceed €5 billion or the equivalent value of this amount. In the event of excess demand for subscriptions to capital increases, with or without preemptive subscription rights stipulated in the 19 th , 20 th and 21 st resolutions , the 22 nd resolution stipulates that the number of securities to be issued may be increased subject to legal conditions and limits, i.e. up to a limit of 15% of the initial issue, within 30 days from the closing of subscriptions, and at the same price as used for said issue. Additional issues pursuant to the over-allotment clause (22 nd resolution) shall be charged against the nominal ceiling of €225 million .

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Delegation of authority to the Board of Directors to decide, maintaining preemptive subscription rights, to (i) issue ordinary shares and/or any securities giving rights to the capital of the Company and/or its subsidiaries, and/or (ii) issue securities giving rights to debt securities (to be used only outside public tender offer periods) (19 th resolution)

The delegation of authority granted to the Board of Directors by the Shareholders’ Meeting of May 18, 2018 to issue securities with shareholders’ preferential subscription rights maintained, expires on July 17, 2020. The purpose of the 19 th resolution is to renew this delegation in order to give the Board of Directors the necessary flexibility, as previously, to carry out share issues best adapted to market opportunities. This delegation of authority relates to issues, with preferential subscription rights maintained, of the Company’s ordinary shares or share equivalents, issued with or without payment, governed by Articles L.228-91 et seq. of the French Commercial Code or granting access, directly or in the future, to the share capital of a company in which it directly or indirectly owns more than half the share capital. It would be renewed for another 26-month period as from the date of this Shareholders’ Meeting and consequently supersede, as from that same date, any prior delegation of authority for the same purpose.

In the event of an issue of securities granting future access to new shares – such as bonds with stock subscription warrants, convertible bonds, or warrants issued autonomously – the decision of the Shareholders’ Meeting would require shareholders to waive their right to subscribe for shares that may be obtained from those securities initially issued. The authorization of the Shareholders’ Meeting would also include the possibility of issuing securities that give rights to the Company’s existing shares, such as OCEANE-type bonds (bonds convertible into shares to be issued or exchangeable for existing shares). The Board of Directors would have the authority, under the same conditions, to issue securities granting access to the share capital of companies in which the Company directly or indirectly owns more than half the share capital. These issues would be subject to the approval of the Extraordinary Shareholders’ Meeting of the subsidiary concerned. This authorization would be renewed for a maximum nominal amount of the capital increases that might be executed immediately or in the future under this delegation of €225 million , it is specified that this amount would be charged against the nominal amount of the capital increases that could be executed under the 20 th , 21 st , 22 nd and 23 rd resolutions .

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 57