ENGIE_NOTICE_OF MEETING_2018

Board of Directors’ Report on the resolutions submitted

Delegation of authority to the Board of Directors to issue ordinary shares or other securities, with preferential subscription rights waived, in the context of an offer governed by Article L. 411-2 II of the French Monetary and Financial Code (usable only during a period of a public tender offer / 20 th resolution) The 20 th resolution would delegate to the Board of Directors the securities granting access to share capital immediately or in the authority to carry out transactions, except during a period of a public future, within the limit of a nominal amount of €225 million , on the tender offer for the Company, as part of an offer referred to in Article understanding that the nominal amount of the capital increases that L. 411-2 II of the French Monetary and Financial Code, namely by may be made pursuant to the 13 th , 14 th , 15 th , 16 th , 17 th , 18 th , 19 th , private placement for qualified investors or a restricted group of 21 st and 22 nd resolutions would be deducted from that amount.

investors, up to a legal limit of 20% of the share capital per year, and in any event up to a limit of €225 million in nominal value as indicated below. This delegation would be carried out under the same terms and conditions as the delegations provided for in the 19 th resolution , that is, for the purpose of issuing, without preferential subscription rights, on one or more occasions, shares and other

The term of validity of this delegation would be set at 26 months as from this Shareholders’ Meeting. This delegation would only be usable during periods of public tender offers for the Company's securities.

Delegation of authority to 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, in application of the 18th, 19th and 20th resolutions (usable only during periods of a public tender offer / 21 st resolution)

As permitted by law, the 21 th resolution would allow the Board of Directors, in order to meet excess demand or cope with market volatility, to decide as part of the capital increases with or without preferential subscription rights approved according to the terms of the 18 th , 19 th and 20 th  resolutions , to increase the number of securities to be issued at the same price as that set for the initial issue, within the deadlines and limits set by the applicable regulations; This option would allow the Board of Directors to issue an additional number of securities within 30 days of the close of subscriptions,

limited to 15% of the initial issue and at the same price, while remaining within the limit of the nominal amount stipulated in the 18 th , 19 th and 20 th resolutions and the overall ceiling set by the 23 rd resolution of this Shareholders’ Meeting. The term of validity of this delegation would be set at 26 months as from this Shareholders’ Meeting. This delegation would only be usable during periods of public tender offers for the Company's securities.

Delegation of authority to the Board of Directors to issue ordinary shares and/or other securities in consideration for contributions of securities to the Company, within the limit of 10% of the share capital (usable only during periods of a public tender offer / 22 nd resolution)

The delegation of authority granted to the Board of Directors by the Shareholders’ Meeting of May 3, 2016 for the purpose of issuing securities without shareholders’ preferential subscription rights in consideration for contributions of securities to the Company, expires on July 2, 2018. The 22 nd resolution would authorize the Board of Directors to acquire shareholdings in medium-sized, unlisted companies by financing them through shares. Consequently, the Board of Directors would be able to issue shares and other securities granting access to share capital, without preferential subscription rights, on one or more occasions, immediately or in the future and up to a limit of 10% of the Company's share capital, in consideration for contributions to the

Company consisting of equity securities or securities granting access to the capital of an outside company, within the limit of a nominal amount of €225 million , based on the understanding that the nominal amount of the capital increases that may be made pursuant to the 13 th , 14 th , 15 th , 16 th , 17 th , 18 th , 19 th , 20 th and 21 st resolutions would be deducted from that amount. This option, which would be offered to the Board of Directors, would result in the involvement of auditors prior to any issue. The term of validity of this delegation would be set at 26 months as from this Shareholders’ Meeting. This delegation would only be usable during periods of public tender offers for the Company's securities.

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

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