ENGIE_NOTICE_OF MEETING_2018

Overview of the company’s activities during fiscal year 2017

Significant events In order to support its development plan in renewable energy and C energy efficiency, on March 15 and September 19, 2017, ENGIE issued its second and third “green bonds” for €1.5 billion and €1.25 billion, respectively. In addition, on January 10, 2018, ENGIE set a new record for hybrid bonds with the lowest coupon ever achieved for a corporate bond: ENGIE profited from attractive market conditions to issue its first green hybrid bond, for €1 billion. This perpetual subordinated bond carries a coupon of 1.375% and its first non-call period is 5.25 years. It has replaced the issues of €600 million (3.875%, non-call 2018) and £300 million (4.625%, non-call 2019). With these bonds, the total green bonds issued by ENGIE since 2014 amount to €6.25 billion, confirming its commitment to play a leading role in the energy transition while supporting the development of green finance. At the beginning of September 2017, ENGIE participated in the C French government's divestment program as part of its own share buyback program authorized by the Shareholders’ Meeting of May 12, 2017: In conjunction with the accelerated institutional placement, ENGIE bought back 11.1 million of its own shares (i.e. 0.46% of its share capital). ENGIE duly noted the decision by France’s Constitutional Council C of October 6, 2017 to abolish the 3% tax on dividend payments and was reimbursed for these taxes paid since 2013.

ENGIE Board of Directors met on February 13, 2018 and C decided to submit to the vote of the Shareholders’ Meeting of May 18, 2018 the appointment of Mr. Jean-Pierre Clamadieu as member of the Board of Directors in replacement of Mr. Gérard Mestrallet. The Board acknowledged Mr. Gérard Mestrallet’s resignation from his Director position, effective at the close of the Shareholders’ Meeting. Subject to approval at the Shareholders’ Meeting, the Board of Directors will appoint Mr. Jean-Pierre Clamadieu to the position of Chairman of the Board, in replacement of Gérard Mestrallet, Founder of ENGIE and Chairman of its Board of Directors. The Board also decided to appoint Mr. Gérard Mestrallet as Honorary Chairman in recognition of the 23 years he devoted to developing the Group. Furthermore, in April 2017, credit rating agency S&P confirmed C ENGIE’s long-term “A-” rating with a negative outlook. In June 2017, credit rating agency Moody’s confirmed ENGIE’s long-term “A2” rating with a stable outlook. In October 2017, credit rating agency Fitch assigned ENGIE an “A” issuer credit rating with a stable outlook. ENGIE therefore has the highest rating among its peers in the utilities sector. For Fitch, these ratings recognize ENGIE's size and diversification, the growing proportion of its EBITDA related to regulated and contracted activities, decreasing its exposure to commodity prices, its ambitious expansion in customer solutions, and its prudent financial policy.

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ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 18, 2018

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