ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Ordinary law governing deputy chief executive officers and their appointment allows greater flexibility, notably with the possibility of naming up to five deputy chief executive officers without the necessity that they be members of the Board of Directors. As a result, in order to apply the less restrictive ordinary law in this area, Article 17.2 of the bylaws is amended by including the possibility of naming several deputy chief executive officers, and eliminating the obligation for the persons so named to be members of the Board of Directors and designated as vice-presidents. Article 17.2 of the bylaws shall now read as follows: “17.2 The Board of Directors may name, under the conditions stipulated by law, one or more individuals charged with assisting the Chief Executive Office, and holding the title of Deputy Chief Executive Officer. The maximum number of Deputy Chief Executive Officers is set at five. The Board of Directors shall determine, under the conditions stipulated by law, the scope and duration of the powers conferred on the chief executive officer and the deputy chief executive officers respectively. With regard to third parties, the deputy chief executive officers have the same powers as the chief executive officer. Whatever the period for which they have been conferred, the duties of a deputy chief executive officer shall end no later than the Ordinary Shareholders’ Meeting that has approved the financial statement for the previous year and is held in the year in which the deputy chief executive officer reaches the age of 65. The chief executive officer and the deputy chief executive officers each have the option to partially substitute in his power as many agents as they deem advisable.” This change made to Article 17.2 of the bylaws is accompanied by two corresponding changes in paragraph 3 of Article 16 and in Article 20.1 where, in a desire for consistency, the word “the” that precedes “deputy chief executive officer” in these two articles is replaced with the word “a”.

Amendment to Article 23 of the bylaws to eliminate the obligation to appoint two alternate auditors in accordance with Article L.823-1 of the French Commercial Code Pursuant to Article L.823-1, paragraph 2 of the French Commercial Code, amended by the law of December 9, 2016 on transparency, combating corruption and the modernization of economic life, known as Sapin 2, it is no longer mandatory to appoint an alternate auditor when the statutory auditors are not individuals or single-person companies. The two statutory auditors of the Company are neither individuals no single-person companies. As a result, we ask you to amend Article 23 of the bylaws to delete the mandatory notion of appointing alternate Auditors. Article 23 will now read as follows: “Article 23- The financial statements of the company are audited by at least two statutory auditors designated as required by law. When the auditors so designated are individuals or single-person companies, alternate auditors, called to replace the statutory auditors in the event of refusal, resignation or death, shall be appointed under the same conditions.” In addition, the typography used in the bylaws should be harmonized and the transition provision deleted in the final paragraph of Article 26.

Powers for formalities (32 nd resolution) The purpose of the 32 nd resolution is to grant full powers to the bearer of a copy or excerpt of the minutes of this Shareholders’ Meeting to carry out, as necessary, all legal formalities required for the implementation of the resolutions adopted by this Shareholders’ Meeting.

Position of the Board of Directors on the proposal to amend of the 3 rd resolution in order to decide not to distribute any dividend for the 2019 financial year Given the decision of the Board of Directors at its meeting on April 1, 2020 not to distribute a dividend for the 2019 financial year, the alternative resolution submitted by the Supervisory Board of the solidarity employee mutual fund, FPCE LINK France and mentioned above becomes purposeless.

The Board of Directors

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 64

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