ENGIE_NOTICE_OF MEETING_2018

Draft resolutions and purpose of the resolutions

conditions established by law, the power to resolve to carry out the issue and the power to suspend it. However, in the event of the filing by a third party of a public tender offer for the Company's shares, the Board of Directors may not, for the duration of the offer period, resolve to implement this delegation of authority without the prior authorization of the Shareholders’ Meeting; sets the following limits on the amounts of the authorized issues 2.  in the event that the Board of Directors uses this delegation of authority: the maximum nominal amount of the capital increases that C may be carried out pursuant to this delegation is set at €225 million, it being specified that the nominal amount of the capital increases that may be carried out under Resolutions 14, 15, 16, 17, 18, 19, 20, 21, and 22 below will be deducted from this amount, subject to their adoption by the Shareholders' Meeting or on the basis of issues authorized by resolutions of the same kind that may succeed said resolutions during the period of validity of this delegation, to this ceiling will be added, if necessary, the nominal amount C of the supplementary shares to be issued in the event of new financial transactions, to preserve the rights of the holders of stock options and/or securities giving access to the capital, this amount will be deducted from the amount of the overall C ceiling set in Resolution 23, subject to its adoption by this Shareholders’ Meeting, or, if applicable, from the amount of any ceiling provided for by a resolution of the same kind that may succeed it during the period of validity of this delegation, the maximum nominal amount of the securities representing C the debt securities of the Company that may be issued pursuant to this delegation of authority may not exceed the limit of €5 billion or the equivalent of this amount at the date of the issue decision for the foreign currency equivalent, it being specified that the nominal amount of the debt securities that will be issued by virtue of Resolutions 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22 of this Shareholders’ Meeting, will be deducted from this amount, subject to their adoption by the Shareholders' Meeting or on the basis of issues authorized by resolutions of the same kind that may succeed said resolutions during the period of validity of this delegation; sets the term of validity of this authorization at 26 months from 3.  the date of this Shareholders’ Meeting and duly notes that this delegation supersedes, as of this date, the delegation granted under Resolution 13 of the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 3, 2016; in the event that the Board of Directors uses this delegation: 4.  resolves that the issue or issues will be reserved by preference C for shareholders that may subscribe irreducibly in proportion to the subscription rights they hold, and duly notes that the Board of Directors may establish for the benefit of shareholders a reducible subscription right which will be exercised in proportion to the subscription rights available to them within the limits of their requests,

resolves that, if the irreducible and, if applicable, the reducible C subscriptions have not absorbed the entire issue of shares or securities as defined above, the Board of Directors may use the various powers provided for by law, in the order that it determines, including offering to the public all or part of the shares or, in the case of securities giving access to the capital, said unsubscribed securities, both in France and abroad, resolves that issues of Company share warrants may be made C by subscription offer under the conditions described above, but also by free allocation to the holders of the old shares, resolves that in the event of a free allocation of stand-alone C warrants, the Board of Directors may resolve that fractional rights will be non-transferable and that the corresponding shares will be sold, duly notes that this delegation automatically entails, for the C benefit of the holders of the securities issued pursuant to this delegation and giving access to the capital of the Company, the waiver by the shareholders of their preferential subscription rights to the shares to which the securities give entitlement; resolves that the Board of Directors will have all powers, with the 5.  power to further delegate under the conditions set by law, to implement this delegation of authority and, in particular, to set issue, subscription and payment conditions, to record the carrying out of the resulting capital increases, amending the bylaws accordingly, and to: set, if applicable, the procedures for exercising the rights C attached to the shares or securities giving access to the capital or debt securities to be issued, determine the procedures for exercising rights, if any, particularly to conversion, exchange, and repayment, including by the delivery of Company assets such as securities already issued by the Company, resolve, in the event of the issue of debt instruments, including C securities giving entitlement to the allocation of debt securities pursuant to Article L. 228-91 of the French Commercial Code, on whether they are subordinated or not and, where applicable, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code, to set their interest rate, in particular interest at fixed or variable rates or at zero coupon or index-linked, whether their duration is fixed or indefinite and other terms of issue, including the provision of guarantees or other security, and the terms of amortization/repayment, including by the delivery of Company assets, it also being possible for the securities to be bought on the stock market or subject to an offer to purchase or exchange by the Company; to set the conditions under which these securities will give access to the capital of the Company and/or companies in which it directly or indirectly owns more than half of the capital and/or the allocation of debt securities; and to modify the procedures referred to above during the life of the securities concerned, at its own discretion, charge the costs of the capital increase C against the amount of the relevant premiums and deduct from this amount the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase,

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