ENGIE - Notice of meeting 2020

Statutory Auditors' reports

Statutory Auditors' reports on the various capital-related transactions included in the resolutions addressed to the Combined Ordinary and Extraordinary Sharholders' meeting of May 14, 2020

This a free translation into English of the statutory auditors’ reports issued in the French language and is provided solely for the convenience of English-speaking readers; these reports should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France.

To the Shareholders’ Meeting of ENGIE, In our capacity as Statutory Auditors of ENGIE (the “Company”), we hereby report on the various capital-related transactions upon which you are called to vote.

- the marketable securities to be issued may give access to the share capital of companies in which the Company directly or indirectly owns more than half of the capital subject to the approval of the Extraordinary Shareholders’ Meeting of the company in which the rights are exercised; the issue, with cancellation of preferential subscription rights C (twenty-first resolution), of ordinary shares or marketable securities giving access to the Company’s share capital, whether new or outstanding shares of the Company, through an offer mentioned in Article L.411-2 of the French Monetary and Financial Code; it be authorized, from the date of this Combined Shareholders’ C Meeting, for a period of twenty-six months, to issue ordinary shares or various marketable securities giving access to the Company’s share capital, within the limit of 10% of the share capital at the issue date, in consideration for contributions in kind to the Company in the form of shares or marketable securities giving access to the share capital of other companies (twenty-third resolution); The overall nominal amount of capital increases that may be carried out immediately or at a later date under the resolutions nineteen, twenty, twenty-one, twenty-two, twenty-three, twenty-seven and twenty-eight may not exceed €265 million, as provided in the twenty-fourth resolution, noting that: the nominal amount of capital increases that may be carried out C immediately or at a later date under each of the resolutions nineteen, twenty and twenty-one may not exceed €225 million, and the total nominal amount of capital increases that may be carried C out immediately or at a later date under the resolutions nineteen, twenty, twenty-one, twenty-two and twenty-three may not exceed €225 million. The overall nominal amount of debt instruments that may be issued under resolutions nineteen, twenty, twenty-one, twenty-two, twenty-three, twenty-seven and twenty-eight may not exceed €5 billion, as provided in the twenty-fourth resolution. These ceilings include the additional number of shares and securities to be issued as part of the authorizations implemented (i) under the nineteenth, twentieth and twenty-first resolutions, as provided in Article L.225-135-1 of the French Commercial Code, if you adopt the twenty-second resolution.

REPORT ON THE ISSUE OF SHARES AND VARIOUS SECURITIES WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS UNDER RESOLUTIONS NINETEEN TO TWENTY-FOUR In accordance with the role laid out in Articles L.228-92 and L.225-135 et seq . of the French Commercial Code ( Code de commerce ), we hereby report on the proposed delegations of authority to your Board of Directors for various issues of shares and/or marketable securities, transactions upon which you are called to vote. On the basis of its report, your Board of Directors proposes that: it be authorized, for a period of 26 months, from the date of this C Combined Shareholders’ Meeting, to decide the following transactions and to set the final conditions of such issues, and proposes, where appropriate, to waive your preferential subscription rights for: the issue, with preferential subscription rights (nineteenth C resolution), of ordinary shares of the Company or marketable securities (i) giving access to the share capital of the Company or to the share capital of any company in which it directly or indirectly holds more than half of the share capital, subject to the approval of the Extraordinary Shareholders’ Meeting of the company in which the rights are exercised, or (ii) entitling the allocation of debt instruments; the issue via a public offering except for those referred to in C twenty-first resolution (twentieth resolution), with cancellation of preferential subscription rights of marketable securities, (i) giving access to the Company’s share capital or (ii) entitling the allocation of debt instruments, noting that: - the Company’s ordinary shares or marketable securities giving access to the Company’s ordinary shares may be issued in consideration for securities contributed to the Company as part of a public exchange offer meeting the conditions laid down in Article L.225-148 of the French Commercial Code; - the ordinary shares or marketable securities giving access to the share capital of the Company, may result from the issue by companies in which the Company directly or indirectly owns more than half of the share capital, of marketable securities giving access to the share capital of the Company;

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 65