ENGIE SA. 03/05/2010 Combined
11)Approve the parent company's financial statements;

2)To approve specific luxury or non-deductible expenses

For
2Approve consolidated financial statementsFor
3Approve the appropriation of income and of the dividendFor
4Approve regulated related-party agreementsFor
5Approve buy-back of the company sharesFor
6Global authorisation to issue with pre-emptive subscription right shares or other securities giving way to new capitalFor
71)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
8To issue convertible bonds, shares or other securities without pre-emptive subscription right for designated beneficiaries by private placementOppose
9"Green shoe" authorization by private placement by public offering Oppose
10Delegation to issue shares and capital securities as consideration for contributions in kind made to the companyOppose
11To approve capital increase for the employees members of the GDF SUEZ group ESOPFor
12To approve capital increase for the foreign employeesFor
13Limit capital increases with or without pre-emption rightsFor
14Authorise capital increase by transfer of reserves authorization valid for a period of 26 months ;For
15Approve potential reduction of the company 's capital (reduction of nominal value or cancellation of Treasury stocks) :For
16To approve issuance of new stock option plans (new issued or treasury stock)For
17Issue restricted shares for employees and managers.Oppose
18Delegation of powers for the completion of formalitiesFor
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 shareOppose