ENGIE : General Shareholders’ Meeting of 18 May 2018

1,342 shareholders, present or represented, gathered for the mixed General Shareholders' Meeting this 18 May 2018, held under the chairmanship of Mr Gérard Mestrallet. Nearly 18,000 shareholders voted prior to the Meeting.

Gérard Mestrallet's chairmanship and his term of office as an administrator ended at the close of this Meeting. In recognition of the 23 years that he has devoted to building up the Group, the Board has appointed Gérard Mestrallet Chairman of Honour, thus acknowledging the whole of his action.

Following his appointment as an independent administrator by the General Shareholders' Meeting, Mr Jean-Pierre Clamadieu was appointed Chairman by the Board of Directors.

Moreover, to fill the position vacated by the State given its current stake in ENGIE's capital, the shareholders approved the appointment of Mr Ross McInnes as an independent administrator, appointed by the Board of Directors as a member of the Audit Committee. The Board concomitantly received the resignation of Ms Stéphane Pallez with immediate effect at the close of this General Shareholders Meeting.

2018 is also the year of the expiry of the terms of office of the employee administrators. Mr Christophe Agogué will take over from Mr Olivier Marquer for the 'engineers, managers and equivalent' college. The electoral vote renewed, for the 'other employees' college, Messrs Alain Beullier and Philippe Lepage in their offices for a 4-year term.

The Board of Directors is now composed of 19 members including 9 independents, 8 women and 5 different nationalities.

The other resolutions on the agenda of the Meeting were all approved with the exception of the financial resolutions usable in a public offering period aimed at ENGIE (resolutions 18 to 22). Given the diversity of its shareholders and their respective requirements, the Board had allowed its shareholders to issue a differentiated vote according to whether the financial resolutions were or not exercisable during an offering period for ENGIE. The identical financial resolutions but usable outside periods of public offering were approved.

The shareholders also approved the accounts and the allocation of the profits for the 2017 financial year. The dividend for 2017 was set at 0.70 euro per share.

The General Shareholders' Meeting was also the occasion for Ms Isabelle Kocher, CEO, to set out ENGIE's industrial repositioning

The 2016-18 Transformation Plan, 90% completed after only 2 years, is already producing significant results with:

• stabilised net income
• a decarbonised portfolio of activities
• the return of organic growth
• improved profitability
• strict financial discipline materialised by a significant reduction of the debt
• an improved risk profile, and
• total remuneration for the shareholders up by 24% since the beginning of 2016

The return of growth allowed the Group to announce in March an increase in the dividend for 2018 at EUR 0.75 per share.

ENGIE also published its Integrated Report which sets out the strategy, governance and performance of the Group, as well as the environment in which it operates. In this 5th edition, ENGIE proposes a new reading of its activities, presenting them in the light of the major structural trends and a new assessment of the challenges of the responsibility produced with its stakeholders. 2018 Integrated Report >http://www.engie.com/groupe/publications/

The General Shareholders' Meeting was broadcast live on the Group's website and is available as a replay. The presentation and results of the voting are also available on engie.com/ag.

Upcoming Events

• 24 May 2018: Payment of the balance of the 2017 dividend (0.35 euro per share); the ex-dividend date is set at 22 May
• 27 July 2018: Publication of the 1st half results of 2018

¹The balance of the dividend, i.e. 0.35 euro per share, will be traded ex-dividend on 22 May 2018 and paid on 24 May 2018; the interim payment of 0.35 euro per share was paid on 13 October 2017.

About ENGIE

We are a global energy and services group, focused on three core activities: low-carbon power generation, mainly based on natural gas and renewable energy, global networks and customer solutions. Driven by our ambition to contribute to a harmonious progress, we take up major global challenges such as the fight against global warming, access to energy to all, or mobility, and offer our residential customers, businesses and communities energy production solutions and services that reconcile individual and collective interests. Our integrated - low-carbon, high-performing and sustainable - offers are based on digital technologies. Beyond energy, they facilitate the development of new uses and promote new ways of living and working. Our ambition is conveyed by each of our 150,000 employees in 70 countries. Together with our customers and partners, they form a community of imaginative builders who invent and build today solutions for tomorrow. 2017 turnover: 65 billion Euros. Listed in Paris and Brussels (ENGI), the Group is represented in the main financial (CAC 40, BEL 20, Euro STOXX 50, STOXX Europe 600, MSCI Europe, Euronext 100, FTSE Eurotop 100, Euro STOXX Utilities, STOXX Europe 600 Utilities) and extra-financial indices (DJSI World, DJSI Europe and Euronext Vigeo Eiris - World 120, Eurozone 120, Europe 120, France 20, CAC 40 Governance).To learn more : www.engie.com