ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

conduct trading in any energy, particularly natural gas and C electricity; supply to any type of customer services related directly or C indirectly to the aforementioned activities, including specific services to facilitate the energy transition; perform the public service missions assigned to it by the laws C and regulations in force, particularly the Energy Code; study, design and implement all projects and all public or private C work on behalf of any local authorities, companies and individuals; prepare and sign all treaties, public and private contracts relating to the execution of said projects and work; participate directly or indirectly in all operations or activities of any C kind that may be related to one of the aforementioned purposes, Law 2019-486 of May 22, 2019 on the growth and transformation of business (PACTE Act) allows companies to introduce a purpose in their bylaws. During the Shareholders’ Meeting of May 17, 2019, ENGIE expressed its wish to define its purpose in connection with its stakeholders, employees, customers and partners in order to have it approved by its shareholders at the 2020 Annual Shareholders’ Meeting. At its meeting on February 26, the Board of Directors established the purpose of the Company, which is intended to rally internal and external stakeholders to a common, responsible and committed objective. We are asking you to adopt the following purpose by including it in the bylaws: “The purpose (“Raison d'être”) of ENGIE is to act to accelerate the transition to a carbon-neutral economy, through low-energy solutions Amendment to Article 6 of the bylaws to delete the minimum holding obligation of the State The Law of May 22, 2019 on the growth and transformation of business (PACTE Act) amends Article L.111-68 of the Energy Code under which the State must hold at least one-third of ENGIE’s capital. Now, the State is no longer required to hold this minimum stake in the capital of the Company (obligation reduced to one minimum specific share). As a result, and to comply with these new legal provisions, the final paragraph of Article 6 of the bylaws, which became null and void, should be deleted. Amendment to Article 13.5 of the bylaws to replace the term “director’s fees” with the term “compensation”. Law 2019-486 of May 22, 2019 on the growth and transformation of business (PACTE Act) replace the term “director’s fees” with “compensation” in Article L.225-45 of the French Commercial Code. In order to bring Article 13.5 of the bylaws into compliance, you are asked to amend it and replace the term “director’s fees” with the term “compensation”.

or which could ensure the development of the corporate holdings, including research and engineering activities, via the formation of companies or new businesses, contribution, subscription or sales of securities or corporate rights, acquisitions of interests and stakes, in any form, in all existing or future businesses or companies, merger, association, or in any other manner; create, acquire, lease, take under lease-management all C furnishings, buildings and businesses, lease, install and operate all establishments and businesses relating to one of the aforementioned purposes”. The last three paragraphs of the article on the corporate purpose remain unchanged.

Insertion of the Company’s purpose in Article 2 of the bylaws and change in the title and corresponding renumbering of this same article (30 th resolution)

that are more respectful of the environment. This purpose brings together the company, its employees, customers and shareholders and reconciles economic performance and positive impact on people and the planet. ENGIE’s action is assessed in its entirety and over time.” The purpose is also structured according to the principles of globality and progressiveness. The principle of globality involves taking all of ENGIE's actions into consideration. In terms of the principle of progressiveness, ENGIE’s situation and activities should be identified when amendments are made to its bylaws, and their evolution and transformation taken into account progressively, in line with its purpose. This introduction of the purpose in the bylaws would have the result of changing the heading of Article 2 to become: “Article 2 – Purpose and Objective”; this article would then be split into two sections titled: “2.1 Purpose” and “2.2 Objective”.

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Various amendments to the bylaws to harmonize the bylaws with the current legislative and regulatory provisions (31 st resolution)

The first paragraph of Article 13.5 will now read as follows: “13.5 The Shareholders’ Meeting sets the amount of the

compensation allocated to the directors.” The rest of the article remains unchanged.

Amendment of Article 13.7 of the bylaws to replace the term “Works Council” by “Social and Economic Committee” In order to follow up on the Ordinance of September 22, 2017, taken in application of the law of September 15, 2017, it is proposed to replace the term “Works Council” by “Social and Economic Committee”. Amendment of Article 17.2 of the bylaws to apply ordinary law for deputy chief executive officers and the corresponding changes to Articles 16 and 20.1 Current Article 17.2 of the bylaws mentions the possibility for the Board of Directors to appoint a single deputy chief executive officer, who must be chosen from among the Board members, and designated as Vice-Chairman of the Board.

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