Engie S.a. · EURONEXT:ENGI

Engie — Shareholder Meeting (April 2026)

90 slides from Engie's shareholder meeting presentation, Apr 29, 2026

Slide 1: General Shareholders' Meeting
GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 ENGIE CAMPUS – LA GARENNE-COLOMBES
Slide 2: Opening
OPENING Yeu wind farm – Noirmoutier, France Jean-Pierre CLAMADIEU Chairman of the Board of Directors © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 2
Slide 3: Agenda
AGENDA 01 Introduction Jean-Pierre CLAMADIEU 04 Statutory auditors' report 02 2025 Performance & Strategic overview Catherine MACGREGOR 05 Governance Jean-Pierre CLAMADIEU 03 2025 Results & Financial Outlook Pierre-François RIOLACCI 06 Dialogue with shareholders 07 Vote on resolutions Julia MARIS ©
Slide 4: Agenda: resolutions
AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit and determi
Slide 5: Introduction
INTRODUCTION Power Lines, Brazil Jean-Pierre CLAMADIEU Chairman of the Board of Directors © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 5
Slide 6: A more unstable, more fragmented world
INTRODUCTION A MORE UNSTABLE, MORE FRAGMENTED WORLD MAJOR GEOPOLITICAL DISRUPTION UNCERTAIN POLICY AND LEGAL CONFLICTS, PARTICULARLY OF ECONOMIC AND TRADE FRAMEWORKS IN THE MIDDLE EAST BALANCES PRIORITIZING THE SAFETY OF EMPLOYEES AND ASSETS Impact on regional stability Trade wars Rise of populism a
Slide 7: In this unstable context, the climate emergency remains
INTRODUCTION IN THIS UNSTABLE CONTEXT, THE CLIMATE EMERGENCY REMAINS 2025 2025, Intensification The energy transition among the 3 hottest years of extreme weather events is no longer an option on record Source: Copernicus © ENGIE © ENGIE 2026 – 2026 GENERAL – ASSEMBLÉE SHAREHOLDERS’ GÉNÉRALE MEETING
Slide 8: The transformation of the energy sector continues...
INTRODUCTION THE TRANSFORMATION OF THE ENERGY SECTOR CONTINUES... INCREASING SHARP REDUCTION IN BIOMETHANE ELECTRICITY DEMAND1 THE COST OF RENEWABLES1 GROWTH2 Electrification of household Solar PV Onshore wind In Europe 200 uses worldwide -70% -50% +3.5% per year ~135 ~43 ~80 ~34 TWh by 2030 vs. 202
Slide 9: ... with different geographical variations
INTRODUCTION … WITH DIFFERENT GEOGRAPHICAL VARIATIONS SOVEREIGNTY AND DECARBONIZATION INDUSTRY LEADERSHIP RES RES 47% of the electricity mix 35% of the electricity mix (+1% vs. 2024) (+16% vs. 2024) INDIA RISING DEMAND DRIVEN BY RES THE EXPANSION OF DATACENTERS 22% of the electricity mix (+19% vs. 2
Slide 10: ENGIE demonstrated the resilience of its integrated model
INTRODUCTION ENGIE DEMONSTRATED ONCE AGAIN THIS YEAR THE RESILIENCE OF ITS INTEGRATED MODEL SOLID ECONOMIC PERFORMANCE A REBALANCED BUSINESS PORTFOLIO following the acquisition of UK Power Networks CONFIRMATION OF OUR Net Zero Carbon TRAJECTORY © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29,
Slide 11: 2025 Performance and Strategic Overview
2025 PERFORMANCE AND STRATEGIC OVERVIEW Karstädt-Waterloo Wind Arc, Germany Catherine MACGREGOR CEO © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 11
Slide 13: 2025: A performance dynamic that is confirmed
2025 PERFORMANCE 2025: A PERFORMANCE DYNAMIC THAT IS CONFIRMED Another robust financial Strong strategic achievement A pivotal year performance with flagship projects in Belgium Reaching the top end of the guidance range © © ENGIE ENGIE 2026 2026 –– GENERAL GENERAL SHAREHOLDERS’ SHAREHOLDERS’ MEETIN
Slide 14: Earnings at the upper end of guidance, proposed dividend of €1.35
2025 PERFORMANCE EARNINGS AT THE UPPER END OF THE GUIDANCE, WITH PROPOSED DIVIDEND OF €1.35 EBIT excluding nuclear RNRpg CFF0 1 DIVIDENDE € 8.8bn € 4.9bn €13.6bn € 1.35 vs. €8.9bn in 2024 vs. €5.5bn in 2024 Up €0.6bn per share 1 Cash Flow From Operations = Free Cash Flow before Maintenance Capex and
Slide 15: Renewables and storage: a record year for new installed capacity
2025 PERFORMANCE RENEWABLES AND STORAGE: A RECORD YEAR IN TERMS OF NEW INSTALLED CAPACITY Significant More integrated in the markets A global leader in additional capacity where we have recently expanded green PPAs 6.2 GW 4.8 GW commissioned BRAZIL of PPAs signed in 2025, in 2025 Commissioning of ou
Slide 16: Climate strategy: another year of major achievements
2025 PERFORMANCE CLIMATE STRATEGY: ANOTHER YEAR OF MAJOR ACHIEVEMENTS TOTAL GHG1 EMISSIONS (scopes 1, 2 & 3) 265 • c.45% emissions reduction since 2017 • Rationalization of our portfolio of thermal assets 145 140 • Successful exit of coal in Continental Europe 120 110 • Ramp-up of renewables, electr
Slide 17: Sharing value creation 2025
2025 PERFORMANCE SHARING VALUE CREATION 2025 Shareholders Employees Suppliers States and communities € 3.4bn € 8.6bn € 49bn € 4.7bn Dividends Salaries Procurement, Taxes and social charges including energy Success of LINK 2025: strong participation that confirms the teams' support for ENGIE's strate
Slide 18: UK Power Networks acquisition
UK POWER NETWORKS: acquiring the best-in-class regulated power distribution network in the UK © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 18
Slide 19: Decisive move towards our best energy transition utility ambition
2025 PERFORMANCE DECISIVE MOVE TOWARDS OUR BEST ENERGY TRANSITION UTILITY AMBITION Unique opportunity Growing, regulated Bolstering Earnings accretive to rebalance predictable cashflows our presence from first full-year, ENGIE portfolio to enhance in the UK, now our with dividend policy towards our
Slide 20: UK Power Networks, best-in-class regulated distribution network
2025 PERFORMANCE UK POWER NETWORKS, BEST-IN CLASS REGULATED POWER DISTRIBUTION NETWORK IN THE UK Leading DNO in UK, Track record of outstanding March 2024/25 across 3 licenses (East of England, safety & operational performance key indicators London and South-East of England) One of the best returns
Slide 22: ENGIE in figures as of December 2025
STRATEGIC OVERVIEW ENGIE IN FIGURES AS OF 31 DECEMBER 2025 RENEWABLES NETWORKS SUPPLY & & FLEX POWER ENERGY MANAGEMENT €32bn 103 GW gas RAB1 500 TWh installed capacity sold o/w 57 GW Renewables and BESS LOCAL ENERGY INFRASTRUCTURES o/w 232 TWh power B2B/B2C 372 DHC Networks 1 RAB: Regulated Asset Ba
Slide 23: Infrastructures and Renewables & BESS: two pillars of investment strategy
STRATEGIC OVERVIEW INFRASTRUCTURES AND RENEWABLE & BESS: THE TWO PILLARS OF OUR INVESTMENT STRATEGY 2026-28 total CAPEX1 • A balanced 121 GW renewable and battery pipeline €34bn • Strong cash flows in the GBU to Renewables & BESS Networks supporting growth c.44% €38bn • Unique know-how to benefit DY
Slide 24: More balanced geographical footprint, UK now our 2nd country
STRATEGIC OVERVIEW MORE BALANCED GEOGRAPHICAL FOOTPRINT, UK NOW OUR 2ND COUNTRY EBIT by geography 17% • Top 5 countries in 3 regions UK (Europe, Latam, Noram) 45% 35% EBIT 13% EBIT • UK becomes our 2nd country 13% 2025 11% 2028 with a presence across 4% the whole value chain 8% 11% 14% 5% 4% (R&F, S
Slide 25: Improved risk profile, with greater predictability
STRATEGIC OVERVIEW IMPROVED RISK PROFILE, WITH GREATER PREDICTABILITY Risk profile • 67% EBIT regulated & long term 67% contracted in 2028 up from 15% 45% 42% 27% 55% 42% in 2024 EBIT EBIT EBIT • 15% merchant exposure 2024 2025 18% 2028 in 2028 down from 45% in 2024 18% 13% Regulated / Long term con
Slide 26: ENGIE in 2030
PERSPECTIVES STRATÉGIQUES ENGIE IN 2030 RENEWABLES INFRASTRUCTURES SUPPLY & & FLEX POWER ENERGY MANAGEMENT €60bn 95 GW RAB1 & capital employed 300 TWh Renewables and storage 10,000km 50 TWh Power sales B2B/B2C installed capacity Transmission Lines of Biomethane capacity connected to French networks
Slide 27: 2025 Results
2025 RESULTS Karstädt wind farm, Germany Pierre-François RIOLACCI EVP in charge of Finance, ESG and Procurement © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 27
Slide 29: Financial results highlights
2025 FINANCIAL RESULTS FINANCIAL RESULTS HIGHLIGHTS SOLID EBIT PROGRESS AND EXCELLENT FY RESULTS ∆ Δ CASH FLOW DELIVERY (in €bn, unaudited figures1) Actual Gross Organic² EBITDA (excl. Nuclear) 13.4 0% +3% • EBIT (excluding Nuclear) at €8.8bn, EBIT (excl. Nuclear) 8.8 -2% +2% up 2% organically, with
Slide 30: Performance and dividend per share
2025 FINANCIAL RESULTS PERFORMANCE AND DIVIDEND PER SHARE (in €/share) 2.18 2.25 2.13* 1.96 1.26 1.43 1.48 1.40 1.35 0.85 2021 2022 2023 2024 2025 Earnings pershare Earning per share (recurring) (recurring) Dividend pershare Dividend per share * Continued activities © ENGIE 2026 – GENERAL SHAREHOLDE
Slide 31: Outstanding contribution of the performance plan
2025 FINANCIAL RESULTS OUTSTANDING CONTRIBUTION OF THE PERFORMANCE PLAN 2025 PROGRESS OPERATIONAL EXCELLENCE €823m • Renewables: PPA renegotiations, asset optimizations • LEI: contract portfolio cleaning, pricing improvements • Others: margin efficiency and lifetime extension for Flex Power, procure
Slide 32: Cash flow from operations
2025 FINANCIAL RESULTS CASH FLOW FROM OPERATIONS (in €bn) +0.6 -0.2 -0.1 +0.8 Nuclear Other -0.9 Taxes +0.5 changes & interest Margin in WCR Operating -0.2 Operating Calls paid cash flow Net Working EXCELLENT CASH 13.1 Inventory Capital 13.6 GENERATION o/w SUPPORTED Nuclear €1.6bn BY POSITIVE WCR Ch
Slide 33: Stable credit ratios, rating maintained
2025 FINANCIAL RESULTS STABLE CREDIT RATIOS, RATING MAINTAINED NET FINANCIAL DEBT LEVERAGE RATIOS (in €bn) -1.5 38.9 4.0x +8.4 Others 33.2 +4.5 Nuclear 3.1x 3.1x Funding -13.6 Dividends & costs 2.6x +7.9 2.1x DELIVERING Dec. 2024 CFFO Capex 1 Dec. 2025 STRONG 4.6% Average cost of gross debt 4.0% CAS
Slide 34: Financial Outlook 2026-2028
FINANCIAL OUTLOOK 2026 - 2028 © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 34
Slide 35: Delivering on the growth blueprint
FINANCIAL OUTLOOK 2026 - 2028 DELIVERING ON THE GROWTH BLUEPRINT DYNAMIC 2025-28 EBIT1 EVOLUTION TRAJECTORY (in €bn) c.-0.3 0.8 Others 10.3 to to 1.0 11.3 7% Performance 8.8 -0.2 FX -0.4 -0.7 to -0.8 Disposals 2.7 EBIT1 CAGR Price to & volatility 3.1 over 2025-28 Investments 5.2 Driven by investment
Slide 36: Cash flow equation & acquisition financing
FINANCIAL OUTLOOK 2026 - 2028 CASH FLOW EQUATION & ACQUISITION FINANCING 20251 UKPN FUNDING 2026-281 (in €bn) (in €bn) (in €bn) 1.4 €2.8bn 12-14 VALUE Net cash c.12 c.2 OF EQUITY generation 4.3 c.4 Disposals 13.6 c.2 Senior debt 37-41 c.12 34-38 5.3 Hybrid c.3 debt Capital 2.7 c.3 increase Sources U
Slide 37: Positive market reaction: +7% on February 26
FINANCIAL OUTLOOK 2026 - 2028 POSITIVE MARKET REACTION: +7% ON FEBRUARY 26 ENGIE has outperformed the sector since the beginning of the year SHARE PRICE PERFORMANCE – ENGIE VS. PAIRS TSR 2025 TSR YTD February 26, 2025 - February 26, 2026 31/12/24 – 31/12/25 31/12/25 – 14/04/26 180 Engie +59% Engie +
Slide 38: Statutory Auditors' Report
STATUTORY AUDITORS’ REPORT Cold production site - Canada Paris 15th, France Sarah KOKOT Statutory Auditor © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 38
Slide 39: Statement by the statutory auditors
STATUTORY AUDITORS’ REPORT STATEMENT BY THE STATUTORY AUDITORS STATUTORY AUDITORS' REPORTS REPORTS SUBMITTED UNDER THE RESOLUTIONS OF THE GENERAL OTHER REPORTS SHAREHOLDERS’ MEETING • Report on the annual and consolidated • Sustainability Statement Assurance Report financial statements under the ESR
Slide 40: Governance
GOVERNANCE Beauce Gâtinais Biomethazization plant (BGB), Pithiviers, France Jean-Pierre CLAMADIEU Chairman of the Board of Directors © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 40
Slide 41: Composition of the Board of Directors in 2025
GOVERNANCE COMPOSITION OF THE BOARD OF DIRECTORS IN 2025 14 members1 45% of women2 60% Independent Directors3 1 Since the 2025 General Shareholders’ Meeting 2 In accordance with the Women on Boards Directive, parity in the Council is assessed by separate colleges. The percentage of 45% concerns the
Slide 42: The Board of Directors and its work in 2025
GOVERNANCE THE BOARD OF DIRECTORS AND ITS WORK IN 2025 9 meetings 99% participation Group strategic Investments Governance, planning Finance, and sales appointments ESG and monitoring Audit & Risks of assets and compensation of its operations © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 20
Slide 43: Board assessment
GOVERNANCE BOARD ASSESSMENT Positive aspects Focus for 2026 Well-conducted and balanced discussions, Continue work high-quality inputs and solid documentation on succession plans Quality and relevance of the topics discussed at the Council Increase attention to HR topics, Increased understanding of
Slide 44: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 45: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 46: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 47: Proposal for the reappointment of mandates
GOVERNANCE PROPOSAL FOR THE REAPPOINTMENT OF MANDATES JEAN-PIERRE MARIE-CLAIRE ROSS CLAMADIEU DAVEU McINNES Chairman of the Board of Directors Director of ENGIE Director of ENGIE (since May 2018) of ENGIE (since April 2022) Chairman of the Audit Committee (since May 2018) President of the Committee
Slide 48: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 49: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 50: Compensation of the CEO for 2025 (ex post)
GOVERNANCE COMPENSATION OF THE CEO FOR 2025 (EX POST) FIXED ANNUAL €1,150,000 €1,150,000 ANNUAL VARIABLE €1,265,000 at target TOTAL ACHIEVEMENT 125.1% PONDÉRATION TAUX DE VERSEMENT NRIgs 16.25% 108.3% FINANCIAL EBIT 16.25% 106.2% CRITERIA Economic Net Debt 16.25% 150% Free Cash Flow 16.25% 150% €1,5
Slide 51: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 52: 2026 CEO compensation policy (ex ante)
GOVERNANCE 2026 CEO COMPENSATION POLICY (EX ANTE) FIXED ANNUAL €1,150,000 LONG-TERM INCENTIVE €2,070,000 to the target Target: 180% of fixed salary1 ANNUAL VARIABLE €1,265,000 to the target Maximum: 120% of target Target: 110% of fixed salary Maximum: 150% of the target 35% Total Shareholder Return
Slide 53: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 54: Agenda
GOVERNANCE AGENDA REGULAR RESOLUTIONS EXTRAORDINARY RESOLUTIONS "CLASSIC" RESOLUTIONS RENEWAL OF FINANCIAL AUTHORITIES 1 and 2 – Approval of the 2025 financial statements RÉSOLUTIONS EXTRAORDINAIRES à – 29 Delegations of powers granted to the Board of Directors to act 20 3 – Appropriation of profit
Slide 55: Dialogue with shareholders
DIALOGUE WITH SHAREHOLDERS Wind farm, Courcelles, France © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 55
Slide 56: General Shareholders' Meeting
GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 ENGIE CAMPUS – LA GARENNE-COLOMBES
Slide 57: Vote on resolutions
VOTE ON RESOLUTIONS Dinorwig Pumped Storage Hydroelectric Power Station, UK Julia MARIS Executive Vice President in charge of Corporate Secretariat © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 57
Slide 58: Voting instructions
Lorsque le vote est ouvert, la résolution s’affiche automatiquement (même si votre tablette était en veille). Pour voter :  Appuyer sur le bouton correspondant à votre choix : Pour Abstention Contre Tant que votre choix n’est pas validé vous pouvez le modifier  Valider avec le bouton OK avant la c
Slide 59: First resolution
VOTE ON RESOLUTIONS GENERAL MEETING FIRST RESOLUTION REGULAR EXTRAORDINARY Annual accounts for the 2025 financial year • The purpose of this resolution is to approve the annual accounts for the 2025 financial year. © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 59
Slide 60: Second resolution
VOTE OF RESOLUTIONS GENERAL MEETING SECOND RESOLUTION REGULAR EXTRAORDINARY Consolidated financial statements for the 2025 financial year • The purpose of this resolution is to approve the consolidated financial statements for the 2025 financial year. © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APR
Slide 61: Third resolution
VOTE OF RESOLUTIONS GENERAL MEETING THIRD RESOLUTION REGULAR EXTRAORDINARY Appropriation of profit and determination of the 2025 dividend • The purpose of this resolutions is: • to allocate the profit for the financial year, and • to set the dividend at €1.35 per share, together with the increased d
Slide 62: Fourth resolution
VOTE OF RESOLUTIONS GENERAL MEETING FOURTH RESOLUTION REGULAR EXTRAORDINARY Approval of the Statutory Auditors’ special report on related agreements referred to in Article L.225-38 of the French Commercial Code • The purpose of this resolution is to approve, by the General Meeting, the terms of the
Slide 63: Fifth resolution
VOTE OF RESOLUTIONS GENERAL MEETING FIFTH RESOLUTION REGULAR EXTRAORDINARY Renewal of the authorization for the Company to repurchase its own shares • Maximum purchase price: €40 per share; • Maximum holding and aggregate repurchase limit over the term of the authorization: 10% of the share capital;
Slide 64: Sixth resolution
VOTE OF RESOLUTIONS GENERAL MEETING SIXTH RESOLUTION REGULAR EXTRAORDINARY Renewal of Mr Jean-Pierre Clamadieu’s term of office as Director • Term of office: General Meeting to be held in 2030 to approve the financial statements for the 2029 financial year. © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETI
Slide 65: Seventh resolution
VOTE OF RESOLUTIONS GENERAL MEETING SEVENTH RESOLUTION REGULAR EXTRAORDINARY Renewal of Mrs Marie-Claire Daveu’s term of office as Director • Term of office: General Meeting to be held in 2030 to approve the financial statements for the 2029 financial year. © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETI
Slide 66: Eighth resolution
VOTE OF RESOLUTIONS GENERAL MEETING EIGHTH RESOLUTION REGULAR EXTRAORDINARY Renewal of Mr Ross McInnes’ term of office as Director • Term of office: General Meeting to be held in 2030 to approve the financial statements for the 2029 financial year. © ENGIE 2026 – GENERAL SHAREHOLDERS’ MEETING APRIL
Slide 67: Ninth resolution
VOTE OF RESOLUTIONS GENERAL MEETING NINTH RESOLUTION REGULAR EXTRAORDINARY Renewal of Deloitte & Associés as Statutory Auditor in charge of the certification of the financial statements • Term of office: General Meeting to be held in 2032 to approve the financial statements for the 2031 financial ye
Slide 68: Tenth resolution
VOTE OF RESOLUTIONS GENERAL MEETING TENTH RESOLUTION REGULAR EXTRAORDINARY Appointment of KPMG S.A. as Statutory Auditor in charge of the certification of the financial statements • Term of office: General Meeting to be held in 2032 to approve the financial statements for the 2031 financial year. ©
Slide 69: Eleventh resolution
VOTE OF RESOLUTIONS GENERAL MEETING ELEVENTH RESOLUTION REGULAR EXTRAORDINARY Renewal of Deloitte & Associés as Statutory Auditor in charge of sustainability information • Term of office: General Meeting to be held in 2032 to approve the financial statements for the 2031 financial year. © ENGIE 2026
Slide 70: Twelfth resolution
VOTE OF RESOLUTIONS GENERAL MEETING TWELFTH RESOLUTION REGULAR EXTRAORDINARY Appointment of KPMG S.A. as Statutory Auditor in charge of sustainability information • Term of office: General Meeting to be held in 2032 to approve the financial statements for the 2031 financial year. © ENGIE 2026 – GENE
Slide 71: Thirteenth resolution
VOTE OF RESOLUTIONS GENERAL MEETING THIRTEENTH RESOLUTION REGULAR EXTRAORDINARY Approval of the information referred to in Article L.22-10-9, I of the French Commercial Code relating to the remuneration paid during the 2025 financial year or granted in respect of the same financial year to corporate
Slide 72: Fourteenth resolution
VOTE OF RESOLUTIONS GENERAL MEETING FOURTEENTH RESOLUTION REGULAR EXTRAORDINARY Approval of the total remuneration and benefits of any kind paid during the 2025 financial year or granted in respect of the same financial year to Mr Jean-Pierre Clamadieu, Chairman of the Board of Directors • Sharehold
Slide 73: Fifteenth resolution
VOTE OF RESOLUTIONS GENERAL MEETING FIFTEENTH RESOLUTION REGULAR EXTRAORDINARY Approval of the total remuneration and benefits of any kind paid during the 2025 financial year or granted in respect of the same financial year to Mrs Catherine MacGregor, Chief Executive Officer • Shareholders are reque
Slide 74: Sixteenth resolution
VOTE OF RESOLUTIONS GENERAL MEETING SIXTEENTH RESOLUTION REGULAR EXTRAORDINARY Approval of the remuneration policy for Directors • Shareholders are requested to approve, pursuant to Article L.22-10-8 of the French Commercial Code, the remuneration policy for Directors, as presented in the 2025 Unive
Slide 75: Seventeenth resolution
VOTE ON RESOLUTIONS GENERAL MEETING SEVENTEENTH RESOLUTION REGULAR EXTRAORDINARY Approval of the remuneration policy for the Chairman of the Board of Directors • Shareholders are requested to approve, pursuant to Article L.22-10-8, II of the French Commercial Code, the elements of the remuneration p
Slide 76: Eighteenth resolution
VOTE ON RESOLUTIONS GENERAL MEETING EIGHTEENTH RESOLUTION REGULAR EXTRAORDINARY Approval of the remuneration policy for the Chief Executive Officer • Shareholders are requested to approve, pursuant to Article L.22-10-8, II of the French Commercial Code, the elements of the remuneration policy for th
Slide 77: Nineteenth resolution
VOTE ON RESOLUTIONS GENERAL MEETING NINETEENTH RESOLUTION REGULAR EXTRAORDINARY Ratification of the transfer of the Company’s registered office • Shareholders are requested to ratify the transfer of the Company’s registered office to 67 rue Jules Ferry, 92250 La Garenne-Colombes, and the correspondi
Slide 78: Twentieth resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTIETH RESOLUTION REGULAR EXTRAORDINARY Delegation of authority to the Board of Directors to increase the share capital, with preferential subscription rights • The purpose of this resolution is to renew the authorization granted by the General Meeting of 30 Ap
Slide 79: Twenty-first resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-FIRST RESOLUTION REGULAR EXTRAORDINARY Delegation of authority to the Board of Directors to increase the share capital, without preferential subscription rights • The purpose of this resolution is to renew the authorization granted by the General Meeting of
Slide 80: Twenty-second resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-SECOND RESOLUTION REGULAR EXTRAORDINARY Delegation of authority to the Board of Directors to increase the share capital, without preferential subscription rights, in connection with an offering referred to in Article L. 411-2, 1° of the French Monetary and
Slide 81: Twenty-third resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-THIRD RESOLUTION REGULAR EXTRAORDINARY Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without preferential subscription rights for shareholders • The purpose of thi
Slide 82: Twenty-fourth resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-FOURTH RESOLUTION REGULAR EXTRAORDINARY Delegation of authority to the Board of Directors to increase the share capital in consideration for contributions of equity securities or securities giving access to the share capital granted to the Company • The pur
Slide 83: Twenty-fifth resolution
VOTE DES RÉSOLUTIONS ASSEMBLÉE GÉNÉRALE TWENTY-FIFTH RESOLUTION ORDINAIRE EXTRAORDINAIRE Limitation of the Overall Ceiling for delegations of authority to increase the share capital and issue debt securities • The purpose of this resolution is to renew the Overall Ceiling authorized by the General M
Slide 84: Twenty-sixth resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-SIXTH RESOLUTION REGULAR EXTRAORDINARY Delegation of authority to the Board of Directors to increase the share capital by capitalizing premiums, reserves, profits or any other amounts • The purpose of this resolution is to renew the authorization granted by
Slide 85: Twenty-seventh resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-SEVENTH RESOLUTION REGULAR EXTRAORDINARY Authorization to the Board of Directors to reduce the share capital by cancelling treasury shares • This resolution aims to renew the authorization granted by the General Meeting of 30 April 2024; • Purpose: offsetti
Slide 86: Twenty-eighth resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-EIGHTH RESOLUTION REGULAR EXTRAORDINARY Delegation of authority to the Board of Directors to increase reserved for employees participating in ENGIE group employee savings plans • This resolution aims to renew the authorization granted by the General Meeting
Slide 87: Twenty-ninth resolution
VOTE ON RESOLUTIONS GENERAL MEETING TWENTY-NINTH RESOLUTION REGULAR EXTRAORDINARY Authorization to the Board of Directors to award bonus shares to certain employees and corporate officers of ENGIE group companies (including executive corporate officers of ENGIE) • This resolution aims to renew the a
Slide 88: Thirtieth resolution
VOTE ON RESOLUTIONS GENERAL MEETING THIRTIETH RESOLUTION REGULAR EXTRAORDINARY Ratification of the amendment to paragraph 2 of Article 20.2 of the bylaws relating to attending Shareholders’ Meetings, in order to bring it into compliance with new legal and regulatory provisions • Bringing the bylaws
Slide 89: Thirty-first resolution
VOTE ON RESOLUTIONS GENERAL MEETING THIRTY-FIRST RESOLUTION REGULAR EXTRAORDINARY Powers to implement the resolutions adopted by the Shareholders’ Meeting and for formalities • The purpose of this resolution is to enable the implementation of the resolutions of the General Meeting and the completion
Slide 90: General Shareholders' Meeting
GENERAL SHAREHOLDERS’ MEETING APRIL 29, 2026 ENGIE CAMPUS – LA GARENNE-COLOMBES Parc éolien Yeu – Noirmoutier, France

Engie — Shareholder Meeting (April 2026) on 6ix

Engie — Shareholder Meeting (April 2026)

Slide 1: General Shareholders' Meeting

Slide 2: Opening

Slide 3: Agenda

Slide 4: Agenda: resolutions

Slide 5: Introduction

Slide 6: A more unstable, more fragmented world

Slide 7: In this unstable context, the climate emergency remains

Slide 8: The transformation of the energy sector continues...

Slide 9: ... with different geographical variations

Slide 10: ENGIE demonstrated the resilience of its integrated model

Slide 11: 2025 Performance and Strategic Overview

Slide 12: 2025 Performance

Slide 13: 2025: A performance dynamic that is confirmed

Slide 14: Earnings at the upper end of guidance, proposed dividend of €1.35

Slide 15: Renewables and storage: a record year for new installed capacity

Slide 16: Climate strategy: another year of major achievements

Slide 17: Sharing value creation 2025

Slide 18: UK Power Networks acquisition

Slide 19: Decisive move towards our best energy transition utility ambition

Slide 20: UK Power Networks, best-in-class regulated distribution network

Slide 21: Strategic Overview

Slide 22: ENGIE in figures as of December 2025

Slide 23: Infrastructures and Renewables & BESS: two pillars of investment strategy

Slide 24: More balanced geographical footprint, UK now our 2nd country

Slide 25: Improved risk profile, with greater predictability

Slide 26: ENGIE in 2030

Slide 27: 2025 Results

Slide 28: FY 2025 Results

Slide 29: Financial results highlights

Slide 30: Performance and dividend per share

Slide 31: Outstanding contribution of the performance plan

Slide 32: Cash flow from operations

Slide 33: Stable credit ratios, rating maintained

Slide 34: Financial Outlook 2026-2028

Slide 35: Delivering on the growth blueprint

Slide 36: Cash flow equation & acquisition financing

Slide 37: Positive market reaction: +7% on February 26

Slide 38: Statutory Auditors' Report

Slide 39: Statement by the statutory auditors

Slide 40: Governance

Slide 41: Composition of the Board of Directors in 2025

Slide 42: The Board of Directors and its work in 2025

Slide 43: Board assessment

Slide 44: Agenda

Slide 45: Agenda

Slide 46: Agenda

Slide 47: Proposal for the reappointment of mandates

Slide 48: Agenda

Slide 49: Agenda

Slide 50: Compensation of the CEO for 2025 (ex post)

Slide 51: Agenda

Slide 52: 2026 CEO compensation policy (ex ante)

Slide 53: Agenda

Slide 54: Agenda

Slide 55: Dialogue with shareholders

Slide 56: General Shareholders' Meeting

Slide 57: Vote on resolutions

Slide 58: Voting instructions

Slide 59: First resolution

Slide 60: Second resolution

Slide 61: Third resolution

Slide 62: Fourth resolution

Slide 63: Fifth resolution

Slide 64: Sixth resolution

Slide 65: Seventh resolution

Slide 66: Eighth resolution

Slide 67: Ninth resolution

Slide 68: Tenth resolution

Slide 69: Eleventh resolution

Slide 70: Twelfth resolution

Slide 71: Thirteenth resolution

Slide 72: Fourteenth resolution

Slide 73: Fifteenth resolution

Slide 74: Sixteenth resolution

Slide 75: Seventeenth resolution

Slide 76: Eighteenth resolution

Slide 77: Nineteenth resolution

Slide 78: Twentieth resolution

Slide 79: Twenty-first resolution