ENGIE_NOTICE_OF MEETING_2018

Draft resolutions and purpose of the resolutions

Resolutions submitted to the Ordinary Shareholders’ Meeting

Approval of the financial statements for fiscal year 2017 (Resolutions 1 and 2)

The first two resolutions allow the Shareholders, having reviewed the reports of the Board of Directors and the Statutory Auditors, to approve the parent company financial statements and the consolidated financial statements of ENGIE, which show, respectively, net income of €1,420,661,432 and consolidated net income, Group share, of €1,422,700,147.

Objective

FIRST RESOLUTION Approval of transactions and the parent company financial statements for fiscal year 2017 Having reviewed the financial statements for the year ended December 31, 2017, the Board of Directors’ management report and the Statutory Auditors’ report on the parent company financial statements, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the parent company financial statements for the fiscal year ended December 31, 2017, as presented thereto, as well as the transactions entered in these parent company financial statements or summarized in these reports, showing net income for the year of €1,420,661,432. In accordance with Article 223 quater of the French General Tax Code, the Shareholders’ Meeting duly notes the total amount of expenses and charges referred to in Article 39, paragraph 4, of the French General Tax Code totaling €1,305,400 for 2017.

SECOND RESOLUTION Approval of the consolidated financial statements for fiscal year 2017 Having reviewed the financial statements for the year ended December 31, 2017, the Board of Directors’ management report and the Statutory Auditors’ report on the consolidated financial statements, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the consolidated financial statements for the fiscal year ended December 31, 2017, as presented thereto, as well as the transactions entered in these financial statements or summarized in these reports, showing consolidated net income, Group share, for the year of €1,422,700,147.

Appropriation of net income (Resolution 3)

Objective The Board of Directors asks the Shareholders to note the distributable income and to approve the appropriation of net income and the payment of (i) an ordinary dividend of €0.70 per share and (ii) a supplementary dividend of €0.07 per share, noting that an interim dividend of €0.35 was paid on October 13, 2017. The shareholders are reminded that under Article 26.2 of the bylaws, a 10% supplementary dividend, amounting to €0.07 per share, is appropriated in 2018 to shares that have been registered for at least two years as of December 31, 2017, and which will be held in registered form by the same shareholder until May 24, 2018, the dividend payment date. This increase may not apply for a single shareholder to a number of shares representing more than 0.5% of the share capital. The final net dividend for fiscal year 2017, i.e. €0.35 per share, plus the supplementary dividend of €0.07 per share, will be detached on May 22, 2018 and paid out on May 24, 2018. THIRD RESOLUTION Appropriation of net income and declaration of dividend for fiscal year 2017 The Shareholders’ Meeting, pursuant to the quorum and majority voting requirements for Ordinary Shareholders’ Meetings, notes that the financial statements at December 31, 2017 show net income of €1,420,661,432 and retained earnings of €565,539,763.

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