

| ENGIE SA. | 03/05/2010 Combined | |
|---|---|---|
| 1 | 1)Approve the parent company's financial statements; 2)To approve specific luxury or non-deductible expenses | For |
| 2 | Approve consolidated financial statements | For |
| 3 | Approve the appropriation of income and of the dividend | For |
| 4 | Approve regulated related-party agreements | For |
| 5 | Approve buy-back of the company shares | For |
| 6 | Global authorisation to issue with pre-emptive subscription right shares or other securities giving way to new capital | For |
| 7 | 1)Global allowance to issue capital related securities without pre-emptive right; 2)To approve possible issuance of shares or other capital related securities as a payment for any public offer | Oppose |
| 8 | To issue convertible bonds, shares or other securities without pre-emptive subscription right for designated beneficiaries by private placement | Oppose |
| 9 | "Green shoe" authorization by private placement by public offering | Oppose |
| 10 | Delegation to issue shares and capital securities as consideration for contributions in kind made to the company | Oppose |
| 11 | To approve capital increase for the employees members of the GDF SUEZ group ESOP | For |
| 12 | To approve capital increase for the foreign employees | For |
| 13 | Limit capital increases with or without pre-emption rights | For |
| 14 | Authorise capital increase by transfer of reserves authorization valid for a period of 26 months ; | For |
| 15 | Approve potential reduction of the company 's capital (reduction of nominal value or cancellation of Treasury stocks) : | For |
| 16 | To approve issuance of new stock option plans (new issued or treasury stock) | For |
| 17 | Issue restricted shares for employees and managers. | Oppose |
| 18 | Delegation of powers for the completion of formalities | For |
| 19 | ** External proposal : amendment filed by the supervisory board of the actions Gaz 2005 FCPE ("Actions Gaz 2005 French Employee Mutual Fund) to set dividend at €0.80 per share | Oppose |