ENGIE_NOTICE_OF MEETING_2018

Message from the Chairman

Dear Shareholders, A new era is dawning for ENGIE in 2018. Engie’s story, which I have been a part of since 1984, dates back more than 150 years. From its inception as Compagnie financière de Suez-Lyonnaise des Eaux, then from GDF SUEZ to ENGIE, as I conclude my final term as Chairman of the Group, I am very proud to have played a key role in these transformations – especially the change from a finance-centered Group to one focused on energy. This great success story today positions ENGIE as the world leader in the energy transition, confirming the relevance of the strategy decided five years ago. True to its pioneering spirit, the Group continues to capitalize on its historical strengths to accompany this energy revolution and to help build a low-carbon energy world where gas and renewables are more than ever the energies of the future. A committed and responsible global player, the Group has always stood by its convictions on the European and international stage. Strong examples of this include, among many others, its actions to fight against global warming, to promote universal energy access, and to put a price on carbon. The 2017 results are in line with the Group’s guidance. The three-year transformation plan that we launched with Isabelle Kocher in February 2016 was already 90% completed after only two years. The return of organic growth enables the Group to offer a dividend of €0.75 for 2018, an increase of 7.1%. As you know, ENGIE's Board of Directors unanimously confirmed the decision made in 2016 to separate the roles of Chairman and Chief Executive Officer. I will leave the position of Chairman of the Board at the Annual General Meeting on May 18, 2018. On this occasion, there will be a resolution submitted for approval to shareholders to appoint a new independent director, Jean-Pierre Clamadieu, who will transition into the role of Chairman. I am pleased with the choice of Jean-Pierre Clamadieu, a great industrialist who has particularly distinguished himself in the transformation of Solvay, the international chemical group. I would also like to recognize the Board of Directors and the Appointments, Compensation and Governance Committee for the quality of their work, as well as the rigorous process they have undertaken. I am most grateful to the directors who have served on the Group's Board of Directors for their commitment, their determination, and their support at every stage of the Group's life. Finally, let me conclude this message with thanks to all of those, especially our shareholders and stakeholders, who have supported and placed their trust in me throughout these 34 years. The Shareholder’s Meeting has always been for me a special moment of exchange with you, and I look forward to our time together. I wish great success to Jean-Pierre Clamadieu and Isabelle Kocher, and long life to ENGIE. Gérard Mestrallet Chairman of the Board of Directors

“THIS GREAT SUCCESS STORY TODAY POSITIONS ENGIE AS THE WORLD LEADER IN THE ENERGY TRANSITION"

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

Informations on www.engie.com