ENGIE_NOTICE_OF MEETING_2018

Statutory Auditors’ reports

On the basis of its report, your Board of Directors proposes that you authorize it, for a period of thirty-eight months from the date of this Combined Shareholders’ Meeting, to freely award outstanding bonus shares. The total number of shares that may be awarded free of consideration may not exceed 0.75% of the Company’s share capital as of the date of the decision to award the shares by the Board of Directors, combined with an annual sub-ceiling of 0.25% of the share capital, and will be counted against the overall ceiling for all awards provided for in the twenty-eight and twenty-ninth resolutions of this Combined Shareholders’ Meeting. It is the responsibility of the Board of Directors to prepare a report on the proposed transaction. It is our responsibility to inform you, where appropriate, of our observations on the information provided to you on the proposed transaction.

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 that the terms and conditions proposed and described in the Board of Directors’ report are in compliance with current legal provisions. We have no matters to report on the information provided in the Board of Directors’ report on the proposed transaction to authorize the free granting of existing shares.

Neuilly-sur-Seine and Paris-La Défense, March 23, 2018 The Statutory Auditors

DELOITTE & ASSOCIÉS Pascal Pincemin

ERNST & YOUNG et Autres Stéphane Pédron

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

Informations on www.engie.com