ENGIE - Notice of meeting 2020

Statutory Auditors' reports

Combined Shareholders’ Meeting, and the overall ceiling of €265 million provided in the twenty-third resolution. On the basis of its report, your Board of Directors proposes that you authorize it, for a period of eighteen months from the date of this Combined Shareholders’ Meeting, to decide a capital increase on one or more occasions, with cancellation of your preferential subscription rights to the shares to be issued. Where appropriate, it shall be responsible for setting the conditions governing this transaction. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R.225-113 et seq. of the French Commercial Code. It is our responsibility to report on the fairness of data drawn from the financial statements, on the proposal to cancel the preferential subscription rights, and on certain other information about the issue provided in that report. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body ( Compagnie Nationale des Commissaires aux Comptes ) for this type of engagement. These procedures included verifying the contents of the Board of Directors’ report on this transaction and on the methods used to determine the price of the shares to be issued. Subject to a subsequent examination of the conditions governing each issue to be decided, we have no matters to report as to the methods used to determine the price for the shares to be issued as provided in the Board of Directors’ report. As the final conditions governing the issue have not been set, we have no opinion to express in their regard or, consequently, on the proposal made to cancel your preferential subscription rights. In accordance with Article R.225-116 of the French Commercial Code, we will issue a supplementary report, as appropriate, once your Board of Directors uses this authorization.

REPORT ON THE CAPITAL INCREASE THROUGH THE ISSUE OF SHARES OR MARKETABLE SECURITIES GIVING ACCESS TO THE COMPANY’S EQUITY SECURITIES TO BE ISSUED, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, RESERVED FOR ALL ENTITIES CREATED AS PART OF THE IMPLEMENTATION OF ENGIE GROUP’S INTERNATIONAL EMPLOYEE SHAREHOLDING PLAN, UNDER THE TWENTY-EIGHTH RESOLUTION In accordance with the role laid out in Articles L.228 -92 and L.225-135 et seq . of the French Commercial Code, we hereby report on the proposed delegations of authority to the Board of Directors to decide a capital increase, on one or more occasions, through the issue of shares and/or marketable securities giving access to the Company’s equity securities to be issued, with cancellation of preferential subscription rights, reserved for the category of legal persons constituting any entities under French or foreign law whose sole purpose is to subscribe, hold and sell shares of the Company or other financial instruments as part of the implementation of one of the ENGIE group’s international employee shareholding plans, including any companies created to implement the leveraged “Multiple” investment formula, or any trusts set up to establish a Share Incentive Plan under English law, a transaction upon which you are called to vote. The nominal amount of capital increases that may be carried out immediately or in the future under this resolution may not exceed 0.5% of the share capital as of the date of implementation of the delegation and will be counted against the ceiling of 2% of the share capital of the delegation under the twenty-seventh resolution of this

Paris-La Défense, April 3, 2020

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The Statutory Auditors

ERNST & YOUNG et Autres

DELOITTE & ASSOCIES

Olivier Broissand Patrick E. Suisssa

Charles-Emmanuel Chosson Stéphane Pédron

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 67