ENGIE_NOTICE_OF MEETING_2018

Board of Directors’ Report on the resolutions submitted to the Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018

Board of Directors report on the resolutions presented to the Ordinary Shareholder's Meeting Approval of transactions and the parent company financial statements for fiscal year 2017 (1 st resolution) The Shareholders are asked to approve ENGIE’s transactions and parent company financial statements for the year ended December 31, 2017, which resulted in net income of €1,420,661,432.

Approval of the consolidated financial statements for fiscal year 2017 (2 nd resolution) The Shareholders are asked to approve the ENGIE group’s consolidated financial statements for the year ended December 31, 2017, which resulted in consolidated net income, Group share of €1,422,700,147.

Appropriation of net income and declaration of dividend for the year ended December 31, 2017 (3 rd  resolution) The purpose of the 3 rd resolution is to appropriate the net income and declare the dividend for fiscal year 2017.

(in euros)

Net income for the fiscal year ended December 31, 2017

1,420,661,432

Retained earnings at December 31, 2017

565,539,763

TOTAL AMOUNT AVAILABLE FOR DISTRIBUTION

1,986,201,195

Total dividend distributed in 2017 (including the supplementary dividend):  (1)

1,699,669,061 835,949,424 863,719,637 1,699,669,061

interim dividend of €0.35 per share paid on October 13, 2017 as part of the 2017 dividend ●

final dividend to be paid out for 2017  (1) ●

The total dividend for fiscal year 2017 of

will be paid out of: net income for the period, in the amount of ●

1,420,661,432

retained earnings, in the amount of ● 279,007,629 Based on the number of shares comprising the share capital at December 31, 2017, or 2,435,285,011 shares. This includes 162,426,906 registered shares (1)  at December 31, 2017 carrying rights to the 10% supplementary dividend within the limit of 0.5% of the share capital per registered shareholder.

If the Shareholders approve this proposal, the dividend for 2017 will be set at €0.70 per share, and the supplementary dividend will be set at €0.07 per eligible share, for a total dividend payout of €1,699,669,061. In accordance with Article 26.2 of the bylaws, a supplementary dividend of 10% of the dividend amounting to €0.07 per share, will be allocated 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. After deduction of the interim dividend of €0.35 per share, paid on October 13, 2017, from the total dividend for fiscal year 2017, and corresponding to the number of shares carrying dividend rights at that date, or 2,388,426,927 shares, the final net dividend for 2017 amounts to €0.35 per share for shares carrying rights to an ordinary

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