ENGIE_NOTICE_OF MEETING_2018

Statutory Auditors’ reports

Statutory Auditors’ reports on the various capital related transactions included in the resolutions addressed to the combined Ordinary and Extraordinary Shareholders’ meeting of May 18, 2018

This a free translation into English of the statutory auditors’ reports issued in the French language and is provided solely for the convenience of English-speaking readers; these reports should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France.

To the Shareholders’ Meeting of ENGIE, In our capacity as Statutory Auditors of ENGIE (the “Company”), we hereby report on the various capital-related transactions upon which you are called to vote. Report on the issue of shares and various securities with 1. or without preferential subscription rights under resolutions thirteen to twenty-three In accordance with the role laid out in Articles L. 228-92 and L. 225-135 et seq . of the French Commercial Code ( Code de commerce ), we hereby report on the proposed delegations of authority to your Board of Directors for various issues of shares and/or marketable securities, transactions upon which you are called to vote. On the basis of its report, your Board of Directors proposes that: it be authorized, for a period of 26 months, from the date of this C Combined Shareholders’ Meeting, to decide the following transactions and to set the final conditions of such issues, and proposes, where appropriate, to waive your preferential subscription rights for: the issue, with preferential subscription rights, of ordinary C shares of the Company or marketable securities (i) giving access to the share capital of the Company or to the share capital of any company in which it directly or indirectly holds more than half of the share capital, subject to the approval of the Extraordinary Shareholders’ Meeting of the company in which the rights are exercised, or (ii) entitling the allocation of debt instruments (thirteenth resolution regarding the authorization that can only be used outside periods of public tender offers for the Company’s securities, and eighteenth resolution regarding the authorization that can only be used during periods of public tender offers); the issue via a public offering, with cancellation of preferential C subscription rights of marketable securities, (i) giving access to the Company’s share capital or (ii) entitling the allocation of debt instruments (fourteenth resolution regarding the authorization that can only be used outside periods of public tender offers for the Company’s securities, and nineteenth resolution regarding the authorization that can only be used during periods of public tender offers), noting that:

the Company’s ordinary shares or marketable securities C giving access to the Company’s ordinary shares may be issued in consideration for securities contributed to the Company as part of a public exchange offer meeting the conditions laid down in Article L. 225-148 of the French Commercial Code; the ordinary shares or marketable securities giving access C to the share capital of the Company, may result from the issue by companies in which the Company directly or indirectly owns more than half of the share capital, of marketable securities giving access to the share capital of the Company; the marketable securities to be issued may give access to C the share capital of companies in which the Company directly or indirectly owns more than half of the capital subject to the approval of the Extraordinary Shareholders’ Meeting of the company in which the rights are exercised; the issue, with cancellation of preferential subscription rights, C of ordinary shares or marketable securities giving access to the Company’s share capital, whether new or outstanding shares of the Company, through the offers mentioned in Article L. 411-2 II of the French Monetary and Financial Code, within the limit of 20% of the share capital per year (fifteenth resolution regarding the authorization that can only be used outside periods of public tender offers for the Company’s securities, and twentieth resolution regarding the authorization that can only be used during periods of public tender offers); it be authorized, from the date of this Combined Shareholders’ C Meeting, for a period of twenty-six months, to issue ordinary shares or various marketable securities giving access to the Company’s share capital, within the limit of 10% of the share capital at the issue date, in consideration for contributions in kind to the Company in the form of shares or marketable securities giving access to the share capital of other companies (seventeenth resolution regarding the authorization that can only be used outside periods of public tender offers for the Company’s securities, and twenty-second resolution regarding the authorization that can only be used during periods of public tender offers);

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