ENGIE_NOTICE_OF MEETING_2018

Draft resolutions and purpose of the resolutions

Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable, and exceptional components of the total compensation and benefits of any kind attributable to the executive corporate officers (Resolutions 11 and 12) In accordance with the Article L. 225-37-2 of the French Commercial Code resulting from the law of December 9, 2016 on transparency, the fight against corruption, and the modernization of the economy – the so-called “Sapin II law”, the principles and criteria for the determination, distribution and allocation of the fixed, variable, and exceptional components of the total compensation and benefits of any kind attributable to the executive corporate officers for their service, which form the compensation policy concerning them, are submitted to the shareholders for an ex-ante vote. By voting on Resolution 11, the Shareholders are asked to approve this compensation policy for the Chairman of the Board of Directors. By voting on Resolution 12, the Shareholders are asked to approve this compensation policy for the Chief Executive Officer. The components of these compensation policies, as well as the respective weightings of the fixed, variable and exceptional portions, which you are asked to resolve upon, were set by the Board of Directors on March 7, 2018, on the recommendation of the Appointments, Compensation and Governance Committee, and are presented in Section 4.1.6.9 of the 2017 Registration Document and on pages 50 and 51 of the Notice of Meeting. Objective

ELEVENTH RESOLUTION Approval, pursuant to Article L. 225-37-2

TWELFTH RESOLUTION Approval, pursuant to Article L. 225-37-2

of the French Commercial Code, of the principles and criteria for the determination, distribution and allocation of the fixed, variable, and exceptional components of the total compensation and benefits of any kind attributable to the Chairman of the Board of Directors Having reviewed the Board of Directors’ report on corporate governance, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components of total compensation and benefits of any kind attributable to the Chairman of the Board of Directors as of May 18, 2018, as presented in this report and appearing in Section 4.6.1.9 of the 2017 Registration Document.

of the French Commercial Code, of the principles and criteria for the determination, distribution and allocation of the fixed, variable, and exceptional components of the total compensation and benefits of any kind attributable to the Chief Executive Officer Having reviewed the Board of Directors’ report on corporate governance, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components of total compensation and benefits of any kind attributable to the Chief Executive Officer as of January 1, 2018, as presented in this report and appearing in Section 4.6.1.9 of the 2017 Registration Document.

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