

| ENGIE SA. | 04/05/2009 AGM | |
|---|---|---|
| 1 | 1)Approve Non Deductible Expenses amounting to €699,617; 2)Approve the parent company's financial statements | For |
| 2 | Approve Consolidated Financial Statements | For |
| 3 | 1)Approval of the appropriation of income and of the dividend; 2)Approve dividend reinvestment plan of €0.80 per share | Oppose |
| 4 | Approval of regulated related-party agreements | For |
| 5 | Approve buy-back of the company shares | For |
| 6 | Election of Mr Patrick Arnaud as Director for a period of 4 years | Oppose |
| 7 | Election of Mr Eric Charles Bourgeois as Director for a period of 4 years | Oppose |
| 8 | Election of Mr Emmanuel Bridoux as Director for a period of 4 years | Oppose |
| 9 | Election of Mrs Gabrielle Prunet as Director for a period of 4 years | Oppose |
| 10 | Election of Mr Jean Luc Rigo as Director for a period of 4 years | Oppose |
| 11 | Election of Mr Philippe Taurines as Director for a period of 4 years | Oppose |
| 12 | Election of Mr. Robin Vander Putten as Director for a period of 4 years | Oppose |
| 13 | Approve capital Increase for the employees | For |
| 14 | Approve issuance of a new stock option plan | For |
| 15 | 1)Issue restricted shares for employees and managers authorization amounting to 0.5% of the capital stock;; 2)Issue restricted shares for all the employees | For |
| 16 | Delegation of powers for the completion of formalities | For |
| A | ** External shareholder proposal concerning stock-options schemes for employees and managers | Oppose |
| B | ** External shareholder proposal concerning issuance of restricted shares | Oppose |
| C | ** External shareholder proposal on the allocation of earnings : cut total dividend to € 0.80 instead of € 2.2 | Oppose |