ENGIE_NOTICE_OF MEETING_2018

Statutory Auditors’ reports

Report on the capital decrease by cancellation of treasury 2. shares, under the twenty-fifth resolution In accordance with Article L. 225-209 of the French Commercial Code governing capital decreases through the cancellation of repurchased shares, we hereby report on our assessment of the causes and conditions of the proposed capital decrease. Your Board of Directors proposes that you grant it, for a period of twenty-six months from the date of this Combined Shareholders’ Meeting, all powers to cancel, within the limit of 10% of the Company’s share capital and within a twenty-four month period, the shares purchased under the authorization for your Company to purchase its own shares in accordance with the aforementioned Article. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body ( Compagnie Nationale des Commissaires aux Comptes ) for this type of engagement. These procedures included verifying the fairness of the causes and conditions of the proposed capital decrease, which is unlikely to undermine the equality of the shareholders. We have no matters to report on the causes and conditions of the proposed capital decrease. Report on the capital increase through the issue of shares 3. and marketable securities giving access to equity securities to be issued, with cancellation of preferential subscription rights, reserved for employees who are members of the ENGIE group’s employee savings plans, under the twenty-sixth resolution In accordance with the role laid out in Articles L. 228-92 and L. 225-135 et seq. of the French Commercial Code, we hereby report on the proposed delegations of authority to the Board of Directors to decide a capital increase, on one or more occasions, through the issue of shares or marketable securities giving access to the Company’s shares to be issued, with cancellation of preferential subscription rights, reserved for employees who are members of an employee savings plan set up within the Group by the Company and the French or foreign entities included in the Company’s scope of consolidation in application of Article 3344-1 of the French Labor Code ( Code du travail ), with the proviso that this authorization may be used for the purposes of implementing the so-called leveraged “Multiple” investment formulas, a transaction upon which you are called to vote. The nominal amount of capital increases that may be carried out immediately or in the future under this resolution may not exceed 2% of the share capital on the day of the implementation of the delegation, provided that this limit is common to the capital increases carried out pursuant to the twenty-seventh resolution of this Combined Shareholders’ Meeting and will be counted against the overall ceiling of €265 million referred to in the twenty-third resolution of this Combined Shareholders’ Meeting. This capital increase is submitted for your approval in accordance with Articles L. 225-129-6 of the French Commercial Code and L. 3332-18 et seq . of the French Labor Code. On the basis of its report, your Board of Directors proposes that you authorize it, for a period of twenty-six months from the date of this Combined Shareholders’ Meeting, to decide on one or more issues and cancel your preferential subscription rights to the shares to be issued. Where appropriate, it shall be responsible for setting the definitive terms of issue for this transaction. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 et seq . of the French Commercial Code. It is our responsibility to report on the fairness of data drawn from the financial statements, on the proposal to cancel the preferential subscription rights, and on certain other information about the issue provided in that report.

The overall nominal amount of capital increases that may be carried out immediately or at a later date under the resolutions thirteen to twenty-two and twenty-six to twenty-seven may not exceed €265 million, as provided in the twenty-third resolution, noting that: the nominal amount of capital increases that may be carried out C immediately or at a later date under each of the resolutions thirteen to fifteen and eighteen to twenty may not exceed €225 million, and the total nominal amount of capital increases that may be carried C out immediately or at a later date under the resolutions thirteen to twenty-two may not exceed €225 million. The overall nominal amount of debt instruments that may be issued under resolutions thirteen to twenty-two and twenty-six to twenty-seven may not exceed €5 billion, as provided in the twenty-third resolution, it being specified that the nominal amount of debt securities that may be issued under resolutions thirteen to twenty-two may not exceed €5 billion. These ceilings include the additional number of shares and securities to be issued as part of the authorizations implemented (i) under the thirteenth, fourteenth and fifteenth resolutions that can only be used outside periods of public tender offers for the Company’s securities and (ii) under the eighteenth, nineteenth and twentieth resolutions that can only be used during periods of public tender offers, as provided in Article L. 225-135-1 of the French Commercial Code, if you adopt the sixteenth and twenty-first resolutions. It is the responsibility of your Board of Directors to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. It is our responsibility to report on the fairness of data drawn from the financial statements, on the proposal to cancel the preferential subscription rights, and on certain other information about these transactions provided in that report. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body ( Compagnie Nationale des Commissaires aux Comptes ) for this type of engagement. These procedures included verifying the contents of the Board of Directors’ report on these transactions and on the methods used to determine the price of the shares to be issued. Subject to a subsequent examination of the conditions governing the issues to be decided, we have no matters to report as to the methods used to determine the price for the shares to be issued under the fourteenth, fifteenth, nineteenth and twentieth resolutions, as provided in the Board of Directors’ report. Moreover, as the methods used to determine the issue price of the shares to be issued in accordance with the thirteenth, seventeenth, eighteenth and twenty-second resolutions are not specified in that report, we cannot report on the choice of constituent elements used to determine the price of the shares to be issued. As the final conditions of the issues have not been set, we cannot report on them or, consequently, on the proposal to cancel your preferential subscription rights made under the fourteenth, fifteenth, nineteenth and twentieth resolutions. In accordance with Article R. 225-116 of the French Commercial Code, we will issue a supplemental report, as appropriate, when your Board of Directors has used this authorization to issue marketable securities that are equity securities giving access to the share capital or entitling the allocation of debt instruments, in the event of the issuance of marketable securities giving access to equity securities to be issued, and in the event of the issuance of ordinary shares with cancellation of shareholders’ preferential subscription rights.

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

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