ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Delegation of authority to the Board of Directors to decide to issue, without preferential subscription rights, ordinary shares or other securities, in the context of an offer governed by Article L.411-2 of the French Monetary and Financial Code (to be used only outside public tender offer periods) (21 st resolution) The 21 st resolution would delegate to the Board of Directors the and other securities granting access to share capital immediately or in authority to carry out transactions, except during a period of a public the future, within the limit of a nominal amount of €225 million ; it is tender offer for the Company, as part of an offer referred to in specified that the nominal amount of the capital increases that may Article L.411-2 of the French Monetary and Financial Code, namely be made pursuant to the 19 th , 20 th , 22 nd and 23 rd resolutions .

by private placement for qualified investors or a restricted group of investors, up to a legal a limit of €225 million in nominal value as indicated below. This delegation would be carried out under the same terms and conditions as the delegations provided for in the 22 nd resolution , that is, for the purpose of issuing, without preferential subscription rights, on one or more occasions, shares

The term of validity of this delegation would be 26 months from the date of this Shareholders’ Meeting and would cancel the delegation granted by the Shareholders’ Meeting of May 18, 2018. This delegation would only be usable outside periods of public tender offers for the Company’s securities.

Delegation of authority to the Board of Directors to increase the number of securities to be issued in the event of an issue of securities with or without preferential subscription rights, executed pursuant to the 19 th , 20 th and 21 st resolutions (usable only outside public offer periods) (22 nd resolution)

As permitted by law, the 22 nd resolution would allow the Board of Directors, in order to meet excess demand or cope with market volatility, to decide as part of the capital increases with or without preferential subscription rights approved under the terms of the 19 th , 20 th and 21 st resolutions , to increase the number of securities to be issued at the same price as that set for the initial issue, within the deadlines and limits set by the applicable regulations. This option would allow the Board of Directors to issue an additional number of securities within 30 days of the close of subscriptions, limited to 15% of the initial issue and at the same price, while remaining within the limit of the nominal amount stipulated in the 19 th ,

20 th and 21 st resolutions and the Global Ceiling set by the 24 th resolution of this Shareholders’ Meeting. This new authorization for a term of 26 months as from the date of this Shareholders’ Meeting would renew the authorization previously granted to the Board of Directors by the Shareholders’ Meeting of May 18, 2018 which expires in July 2020, and consequently would supersede, as from that same date, any prior authorization that had the same purpose. This delegation would only be usable outside periods of public tender offers for the Company’s securities.

5

Delegation of authority to the Board of Directors to issue ordinary shares and/or various securities in consideration for contributions of securities made to the Company, up to a limit of 10% of the share capital (to be used only outside

public tender offer periods) (23 rd resolution) The delegation of authority granted to the Board of Directors by the Shareholders’ Meeting of May 18, 2018 for the purpose of issuing securities without shareholders’ preferential subscription rights in consideration for contributions of securities to the Company, expires on July 17, 2020. The renewal of this delegation would authorize the Board of Directors to acquire shareholdings in medium-sized, unlisted companies by financing them through shares. The 23 rd resolution would therefore allow the Board of Directors to decide on the issue of shares or other securities giving rights to capital, eliminating preemptive subscription rights, on one or more occasions, immediately or in the future, within the limit of 10% of the Company’s capital, in order to remunerate contributions made to the

Company composed of equity securities or securities giving rights to the capital of a third-party company, within the limit of a nominal amount of €225 million ; it is specified that the nominal amount of the capital increases that may be executed under the 19 th , 20 th , 21 st and 22 nd resolutions will be charged against this amount. The delegation would be renewed for a 26-month period as from the date of this Shareholders’ Meeting, and would supersede any prior delegation of authority with the same purpose from this same date. This option, which would be offered to the Board of Directors, would result in the involvement of auditors prior to any issue. This delegation would only be usable outside periods of public tender offers for the Company’s securities.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 59