Changes to Governance and Appointments to the Board of Directors

February 25, 2016

Given the pioneering role that Gérard Mestrallet has played for many years now promoting changes to energy policies within European and international institutions, and his work at the helm of the Group as Chairman and Chief Executive Officer, that makes him a worldwide reference in the energy sector, the ENGIE Board of Directors would like to follow the recommendations of the Appointments and Remuneration Committee and have Gérard Mestrallet continue to work on behalf of ENGIE as Chairman of the Board, as part of a divided governance whereby Isabelle Kocher will be Chief Executive Officer.

Appointed Deputy CEO and Chief Operating Officer in November 2014, Isabelle Kocher has demonstrated, in this position of Deputy CEO and through the leadership capacity she shows to implement the Group transformation, that she possesses all of the qualities needed to be CEO of the Group. By choosing this model of governance, the Group is endowing itself with the full range of assets to best meet the challenges of an energy sector that is undergoing dramatic changes.

Accordingly, at the Shareholder AGM on 3 May 2016, the Board of Directors will propose renewing the directorships of Gérard Mestrallet and Isabelle Kocher, and changing the statutory age for exercising the role of Chairman of the Board from 67 to 69 years old. Furthermore, when the new Board of Directors meets at the end of the AGM, it will submit the decisions needed to begin divided governance.

In addition to this, Jean-Louis Beffa and Lord Simon of Highbury informed of their decision not to seek a renewal of their Group directorships, which come to an end at the AGM on 3 May.

The Board of Directors expressed its strong thanks for the major contribution to the Board’s work and ENGIE group’s growth made by Jean-Louis Beffa and Lord Simon.

At the AGM, the Board of Directors will put Fabrice Brégier and Peter Ricketts forward for directorships1.

Lastly, Lucie Muniesa, Executive Vice President of the Agence des participations de l’Etat, has been appointed as the Director Representing the State on the ENGIE Board of Directors. She replaces Astrid Milsan who has moved on to a new role.

Fabrice Brégier has been CEO of Airbus since 2012. A graduate of the Ecole Nationale Supérieure des Mines and the Ecole Polytechnique, he joined Matra Défense (Lagardère Group) in 1993, and served as Chairman of Matra BAe Dynamics from 1998 to 2001. He then joined Eurocopter Group where he served as Chairman and Chief Executive Officer from 2003 to 2006. In 2006, he was appointed Chief Operations Officer at Airbus.

Lucie Muniesa began her career at the INSEE (French National Institute of Statistics and Economic Studies) before being appointed Deputy to the Bureau Chief for Mergers and State Aids in the Directorate General of Competition, Consumers, and Fraud in 2002. She joined the Agence des participations de l’Etat in 2004. In 2010, she joined Radio France, as Director of Finance and then Executive Vice President before, in 2014, becoming Director and Deputy Secretary General at the Ministry of Culture and Communications.

A British Diplomat, Ambassador of the United Kingdom in France from January 2012 to February 2016, Peter Ricketts began his career in 1974 at the Foreign and Commonwealth Office before being appointed to various posts in Singapore, Washington and Paris. He then served as the representative of Great Britain in NATO in Brussels before being appointed National Security Advisor to the British Prime Minister.

1 The appointment of Pierre Ricketts as an ENGIE Director is subject to the agreement of the British authorities, following the rules applying to British former senior officials.

ENGIE develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take on the major challenges of energy’s transition to a low-carbon economy: access to sustainable energy, climate-change mitigation and adaptation and the rational use of resources. The Group provides individuals, cities and businesses with highly efficient and innovative solutions largely based on its expertise in four key sectors: renewable energy, energy efficiency, liquefied natural gas and digital technology.ENGIE employs 154,950 people worldwide and achieved revenues of € 69.9 billion in 2015. The Group is listed on the Paris and Brussels stock exchanges (ENGI) and is represented in the main international indices: CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe, DJSI World, DJSI Europe and Euronext Vigeo (Eurozone 120, Europe 120 and France 20).

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