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2017 Registration Document • ENGIE

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2017 Registration Document • ENGIE 2017 Registration Document including annual nancial report summary PRESENTATION OF THE INFORMATION ON THE GROUP 5 SHARE CAPITAL 1.1 Profile, organization and strategy of the AND SHAREHOLDING 169 Group 6 5.1 Information on the share capital and 1.2 Key figures 13 non-equity instruments 170 1.3 Description of the Group’s activities 15 5.2 Shareholding 181 1.4 Real estate, plant and equipment 39 1.5 Innovation, research and technologies policy 41 FINANCIAL INFORMATION 185 6.1 Management report 186 RISK FACTORS 45 6.2 Consolidated financial statements 203 6.3 Statutory Auditors’ Report 2.1 Risk management process 46 on the Consolidated Financial Statement 334 2.2 Risks related to the external environment 48 6.4 Parent company financial statements 341 2.3 Operational risks 52 6.5 Statutory auditors’ report on the parent 2.4 Industrial risks 56 company financial statements 388 2.5 Financial risks 58 ADDITIONAL INFORMATION 395 SOCIAL AND 7.1 Specific statutory provisions and bylaws 396 7.2 Litigation, arbitration and investigative ENVIRONMENTAL procedures 401 INFORMATION, CORPORATE 7.3 Public documents 401 SOCIAL COMMITMENTS 61 7.4 Parties responsible for the Registration Document 402 3.1 Corporate Social Responsibility 62 7.5 Statutory Auditors 403 3.2 Business model 62 3.3 Risk analysis 63 3.4 Social information 63 3.5 Environmental information 88 APPENDIX A – LEXICON 405 3.6 Societal information 97 Conversion Table 406 3.7 Purchasing and Suppliers 99 Units of Measurement 406 3.8 Independent verifier’s report on Short forms and acronyms 407 consolidated social, environmental and Glossary 409 societal information presented in the management report 100 3.9 Statutory auditors’ reasonable assurance report on selected social, environmental APPENDIX B – COMPARISON and governance information 103 TABLES 413 Comparison table with Regulation (EC) 809/2004 414 CORPORATE GOVERNANCE 105 Corporate, environmental and social information 417 Information relating to the management report 420 4.1 The Board of Directors' report on corporate governance 106 Information relating to the Annual Financial 4.2 Shareholders’ Meeting of May 18, 2018 – Report 422 Composition of the Board of Directors 128 Information relating to the Board of Directors’ 4.3 General Management 129 report on corporate governance 423 4.4 Ethics and compliance 130 4.5 Vigilance plan 133 4.6 Compensation and benefits paid to members of corporate governance bodies 135 4.7 Internal control and risk management procedures put in place by the Company 160 4.8 Statutory Auditors' special report on regulated agreements and commitments, transactions with related parties and service contracts 165 2017 Registration document including the annual financial report This Registration Document was filed with the Autorité des Marchés Financiers on March 28, 2018, in accordance with the provisions of article 212-13 of the General Regulations of the AMF. It may be used in support of a financial transaction if supplemented by an information memorandum approved by the Autorité des Marchés Financiers. This document has been prepared by the issuer, and its signatory is responsible for its content. ENGIE REGISTRATION DOCUMENT 2017 1 ENGIE, A PIONEERING DNA new era is dawning for ENGIE in 2018. Engie’s story, which I have been a part of since 1984, dates back more than 150 years. From its inception as Compagnie Financière de Suez- Lyonnaise des Eaux, then from GDF SUEZ to ENGIE, as I conclude my final term as ChairmanA of the Group, I am very proud to have played a key role in these transformations – especially the change from a finance-centered group to one focused on energy. This great success story today positions ENGIE as the world leader in the energy transition, confirming the relevance of the strategy decided five years ago. True to its pioneering spirit, the Group continues to capitalize on its historical strengths to accompany this energy revolution and to help build a low-carbon energy world where gas and renewables are more than ever the energies of the future. A committed and responsible global player, the Group GÉRARD MESTRALLET CHAIRMAN OF THE BOARD OF DIRECTORS has always stood by its convictions on the European and international stage. Strong examples of this include, among many others, its actions to fight against global warming, to promote universal energy access, and to put a price on carbon. The 2017 results are in line with the Group’s guidance. The three-year transformation plan that we launched with Isabelle Kocher in February 2016 was already 90% completed after only two years. The return of organic growth enables the Group to offer a dividend of €0.75 for 2018, an increase of 7.1%. As you know, ENGIE’s Board of Directors unanimously confirmed the decision made in 2016 to separate the roles THIS GREAT of Chairman and Chief Executive Officer. I will leave the position of Chairman of the Board at the Annual General SUCCESS“ STORY TODAY Meeting on May 18, 2018. On this occasion, there will be a resolution submitted for approval to shareholders to appoint POSITIONS ENGIE AS THE a new independent director, Jean-Pierre Clamadieu, who WORLD LEADER IN THE will transition into the role of Chairman. I am pleased with the choice of Jean-Pierre Clamadieu, a great industrialist who has ENERGY TRANSITION particularly distinguished himself in the transformation of Solvay, the international chemical group. I would also like to recognize the Board of Directors and the Appointments, Compensation and Governance Committee for the quality of their work, as well as the rigorous process they have undertaken. ” I am most grateful to the directors who have served on the Group’s Board of Directors for their commitment, their determination, and their support at every stage of the Group’s life. Finally, let me conclude this message with thanks to all of those who have supported and placed their trust in me throughout these 34 years. I wish great success to Jean-Pierre Clamadieu and Isabelle Kocher, and long life to ENGIE. 2 ENGIE REGISTRATION DOCUMENT 2017 MESSAGE A SUCCESSFUL STRATEGIC REPOSITIONNING hree years ago, we launched an ambitious repositioning project to make ENGIE the champion of the new energy world. In meeting this challenge, the Group has built on foundations thatT were already in place: in fact, 80% of our activities were already in step with tomorrow’s energy world when we started out. It was in total alignment with this new energy world and with society’s changing needs that we decided to reposition the Group. At the same time, we carried out a major disposal program and an ambitious investment plan. In two years, we sold off nearly €13 billion in assets, while during the same period, we ISABELLE KOCHER CHIEF EXECUTIVE OFFICER invested and secured €13.9 billion on our three growth drivers. By the end of the plan, we will have invested €7.1 billion in low- carbon electricity generation (including €4.5 billion in renewable energy), €2.6 billion in infrastructure and €4.6 billion in customer solutions. These investments are driving major progress “ in our business. In low-carbon electricity WE HAVE SUCCEEDED generation, we will have almost doubled our solar and wind capacity between 2016 IN THIS REPOSITIONING and 2019. Our total renewable generation WHILE CONTINUING now totals 24 GW, equivalent to 24 nuclear units. In infrastructure, we have continued TO CREATE VALUE to expand internationally, stepped up our natural gas “greening” efforts in France, and launched an entity dedicated to hydrogen. Finally, in customer solutions, we have ” completed 43 acquisitions since 2015, thereby consolidating our leading position in certain markets and gaining a foothold in sectors such as mobility, where the future will run on electricity and natural gas. We have succeeded in this repositioning while continuing to create value. Our financial results are solid. Our financial harmonious progress, reconciling individual position has improved and we are now needs and the public interest. We have much freer to look to the future. With all this resolutely changed course, and the in- in mind, the Group has decided to propose depth work that has been done will continue an increase in the dividend to €0.75 for the unabated to ensure that our organization is 2018 fiscal year. more agile, more competitive, more digital, ENGIE has set in motion a dynamic of and thus all the better equipped to seize sustainable growth aimed at achieving more opportunities for growth. ENGIE REGISTRATION DOCUMENT 2017 3 Annual Financial Report, Management Report and Board of Directors’ Report on corporate governance This Registration Document includes (i) all the items of the Annual Financial Report mentioned in section I of article L. 451-1-2 of the French Monetary and Financial Code, and in article 222-3 of the General Regulations of the Autorité des Marchés Financiers (AMF), the French Financial Markets Authority, (ii) all the mandatory information included in the Management Report of the Board of Directors to the Annual Shareholders’ Meeting of May 18, 2018, as provided for in articles L. 225-100 and L. 225-100-2 of the French Commercial Code, and (iii) all the information included in the Board of Directors’ Report on corporate governance as provided for in article L. 225-37 of the French Commercial Code. In Appendix B of this Registration document, there is a comparison table between the documents mentioned in these texts and the corresponding headings in this Registration Document. Incorporation by reference In accordance with article 28 of European Regulation No. 809/2004 of April 29, 2004, this Registration Document incorporates by reference the following information, to which the reader should refer: C in relation to the ENGIE fiscal year ended on December 31, 2016: the management report, consolidated financial statements prepared according to IFRS and the related Statutory Auditors’ report appearing on pages 181 to 196 and 197 to 326 of the Registration Document filed with the AMF on March 23, 2017 under number D.
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