ENGIE_NOTICE_OF MEETING_2018

Draft resolutions and purpose of the resolutions

Delegation of authority to the Board of Directors to increase the number of shares in the event of a securities issue with or without preferential subscription rights, in application of Resolutions 18, 19, and 20, limited to 15% of the initial issue (to be used only during public tender offer periods/Resolution 21) With this resolution, we invite the shareholders to authorize the Board of Directors to increase the number of securities to be issued in the event of an issue of securities with or without preferential subscription rights, at the same price as that used for the initial issue, within the time frames and limits stipulated in the applicable regulation on the issue date. This delegation would enable the Board of Directors to respond to demand in excess of the offer and to deal with market volatility. These issues may take place at any time during the offer period in the event of the filing by a third party of a public tender offer for the Company’s shares. Objective

subscription rights, at the same price as that used for the initial issue, within the time frames and limits stipulated in the applicable regulation on the issue date (currently within 30 days of the closing of the subscription and within the limit of 15% of the initial issue) and subject to the ceilings established in the resolution in application of which the issue is decided, as well as the overall ceiling established in Resolution 23 below, subject to its adoption by this Shareholders’ Meeting, or if applicable, any ceilings established by a resolution of the same kind that may succeed it during the period of validity of this delegation; this delegation may only be used in the event that a third party files a public tender offer for the shares of the Company and only during this offer; sets the term of validity of this authorization at 26 months from 2.  the date of this Shareholders’ Meeting and duly notes that this delegation supersedes, as of this date, the delegation granted under Resolution 21 of the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 3, 2016.

TWENTY-FIRST RESOLUTION Delegation of authority to the Board of Directors to increase the number of shares in the event of a securities issue with or without preferential subscription rights, in application of Resolutions 18, 19, and 20, limited to 15% of the initial issue (to be used only during public tender offer periods) Having reviewed the Board of Directors’ report and the Statutory Auditors’ report, and in accordance with Article L. 225-135-1 of the French Commercial Code, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to the Extraordinary General Shareholders Meeting: delegates to the Board of Directors, with the power to further 1.  delegate under the conditions established by law, its authority to resolve to increase the number of securities to be issued in the event of an issue of securities with or without preferential

34

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

Informations on www.engie.com