ENGIE : Universal Registration Document 2023

6.4 Parent company financial statements

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6.5 Statutory auditors' report on the financial

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7.5 Party responsible for the Universal

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4.3 Additional information concerning corporate

4.5 Statutory auditors' report on related party

Information disclosed in the Annual Financial Report is indicated in the contents by the pictogram AFR

On cover: The Hazelwood Battery Energy Storage System was commissioned in July 2023 on the site of a former coal-fired power station and mine, and showcases ENGIE's growing BESS activities. The BESS and surrounding rehabilitation project demonstrates the Group's commitment to retire from coal-based electricity production and repurpose these sites for new energy technologies. The rehabilitation of the mine void (at the centre of picture) will deliver a safe, stable, sustainable and non- polluting site that enables productive future uses. More infos on www.hazelwoodrehabilitation.com.au

How do you view the transformation of the global energy landscape?

Jean-PierreClamadieu: A new world energy order has taken shape, driven by the need to simultaneously secure our supply and decarbonize our economies. 2023 was a record year for the energy transition, both in terms of the additional renewable electricity production capacity installed around the world (+510 GW!) and investments in clean energy (€1.7 trillion). However, these transition -accelerating trends are set against a backdrop of uncertainty, marked by heightened geopolitical tension and a shift in regional alliances. The energy markets remain volatile, in a macroeconomic environment that is characterized by low growth and high interest rates. There is increasing international competition around these transition activities, with the implementation of the Inflation Reduction Act (IRA) in the United States as a notable example. Europe is mobilizing to provide a strong regulatory response to the risk of deindustrialization. This is a vital debate to which we are actively contribu- ting. Finally, we are seeing an increasing polarization in how stakeholders are responding to the climate crisis, with varying levels of support for the energy transition.

What do these transformations mean for Europe and its energy mix?

Jean-PierreClamadieu: The challenge we are facing is

threefold: we must decarbonize our energy mix, ensure that our economies remain competitive and secure our energy supply. We are convinced that accelerating the energy transition is key to success on all three counts. This is borne out by our 2050 decarbonization scenario for Europe. A Net Zero Carbon trajectory that meets these three objectives is within our grasp. It is based on a balanced energy mix, which guarantees the reliability and resilience of the system while minimizing its costs. We can draw five specific conclusions from this scenario. First, we need to action all the potential drivers of decarbonization. Second, the combination of the electron and the molecule is key to the success of the energy transition. Third, we need to massively scale up renewable electricity, with a sixfold increase in our solar and wind electricity production. Fourth, we must make ready the major flexibility capacity (batteries, hydroe- lectricity, etc.) that we will need in order to balance our networks. Finally, energy saving and efficiency will also be essential to achieving our objectives, with an expected reduction in energy demand of 34% by 2050.

How does ENGIE's integrated model ensure that it is uniquely positioned to lead the transition?

Catherine MacGregor: ENGIE's integrated model is based primarily on the complementarity of our activities, with our four GBUs developing all the components of a low-carbon energy mix, and GEMS, our energy management entity, at the heart of this model. We are one of the global leaders in renewable energy with a platform that we are continually expanding: 41.4 GW of installed capacity. We operate the infrastructures necessary to the security of our supply, both electricity and gas: 5,720 km of power lines along with a biomethane injection capacity of 11 TWh on our networks. We are developing our portfolio of flexibility solutions in addition to renewables, with, in particular, 1.3 GW of battery storage in operation at the start of 2024. We are also developing the decentralized networks needed for the decarbonization of our customers, such as our portfolio of heating networks (20.2 GW in operation). But above all, and beyond the sum of these activities, we stand out thanks to our ability to integrate them into effective and optimized energy management, ensuring that electrons and molecules are available in the right place, at the right time. We have a portfolio of complementary assets, optimally managed thanks to our thorough understanding of the markets. This is what enables ENGIE to make a difference. In 2023, thanks to the strength of this model, we achieved excellent operational and financial performance.

How is minimizing the cost of the transition essential to its social acceptability and success?

Catherine MacGregor: If the energy transition is not accepted by society, we will not be able to implement it - and this battle has not yet been won, far from it. The main argument against the transition is its cost, since people's standard of living and geographical location affects their ability to support the energy transition. As such, proving that we can achieve an energy transition that is affordable, socially equitable and in everyone's best interest is vital. I am convinced that the energy transition will bring about major opportunities for our economies. It will be a key generator of stable and local employment. According to the International Energy Agency's Net Zero Carbon scenario, 17 million jobs will be created in the energy sector by 2030. Moreover, the energy transition will not fuel rising energy prices. Renewables are now more competitive than thermal gas or coal assets, and they are less dependent on the geopolitical context, which means they provide price assurance in times of crisis. Compared to the devastating cost of inaction, which would lead to huge economic losses and deepen existing inequalities - 68 to 135 million people could be pushed into poverty by 2030 because of climate change - the energy transition paves the way to a brighter future and protects our prosperity and social cohesion.

...an energy transition that is affordable, socially equitable and in everyone's best interest is vital.

What progress has the Group made regarding its ESG commitments?

Jean-PierreClamadieu: First of all, we met our climate commitments in 2023. We continued to reduce our greenhouse gas emissions, with 52 million tons of emissions from energy production. In terms of renewable capacity, we have achieved our target of an additional 3.9 GW installed, with the share of renewables in our energy mix now at 41%. In addition, in 2023 we issued green bonds worth nearly €5.99 billion, more than any other company in the world. At the same time, we launched ambitious initiatives to contribute to the decarbonization of our suppliers. We strengthened our commitment to nature conservation, as part of the Act4nature initiative. This included our commitment to reducing the freshwater consumption related to our energy production activities by 70% by 2030 compared to 2019. Finally, we have made progress on our societal commitments, in particular by achieving our 2023 target of 31% female managers.

In terms of its strategy, what are the Group's priorities for transforming its industrial culture?

Catherine MacGregor: If we are to lead the energy tran- sition, we need to become an increasingly integrated, industrial and digital group, with all the expertise and skills necessary for the jobs of tomorrow. Transformation therefore continues to be at the heart of our operational priorities. Our top priority remains health and safety, and we are continuing to roll out our ENGIE One Safety plan. This is a new safety culture that we are integrating, across all Group entities and geographic areas, which has made significant progress. In 2024, we will step up our efforts to achieve our goal of zero fatal accidents. We will also accelerate the deployment of our digital plan, to develop our solutions at Group level - particularly with regard to data management and generative AI. Finally, in a talent war and transformation of energy professions context, we are prioritizing the skills development of our employees.

97,300

employees

302,774 km

of gas and electricity transmission and distribution networks

4.3 GW

of nuclear electricity production installed capacity

41.4 GW

of total installed capacity in Renewables

(+3.9 GW in 2023)

58.5 GW

of thermal electricity production installed capacity

1.3 GW

of battery storage in operation

190,000

B2B customers

25.3 GW

of decentralized energy production installed capacity (heating, cooling, electricity, etc.) (2)

22.5 M

B2C energy supply and service contracts

€20.9bn

green bonds issued since 2014

2023 FINANCIAL RESULTS

€82.6bn

in revenues

€5.4bn

in net recurring income Group share from continuing operations

Economic net

debt / EBITDA ratio

3.1 X

€9.5bn

in EBIT excluding Nuclear

€8.1bn

in growth CAPEX

Proposed 2023 dividend of €1.43 per share

2030 CSR OBJECTIVES

43 Mt CO2 eq.

of greenhouse gas emissions from power generation

Between

40 and 60%

of female managers within the Group (31.2% in 2023)

58%

renewable electricity production capacity

1.1.1 PRESENTATION

"The purpose ("Raison d'être") of ENGIE is to act to accelerate the transition to a carbon-neutral economy, through low-energy solutions that are more respectful of the environment. This purpose brings together the company, its employees, customers and shareholders and reconciles economic performance and positive impact on people and the planet. ENGIE's action is assessed in its entirety and over time.ˮ

ENGIE is a European and world leader (1) in renewable energy production, centralized and decentralized energy networks and associated services, flexible electricity production and gas and electricity supply:

• renewable energy production: ENGIE is the second-largest hydropower operator, the number one wind and solar energy (2) company in France and the second-largest developer in Europe. It is one of the global leaders in long- term green energy supply contracts for companies (Corporate Power Purchase Agreements - Corporate PPA), the largest independent hydropower producer in Brazil (1), a player in wind power and a pioneer in floating offshore wind, developed through its joint venture with EDP Renovàveis, Ocean Winds;
• centralized energy networks: the Group is the leading gas network operator in Europe (1), particularly through independent subsidiaries, with a portfolio that includes transmission networks, distribution networks, and LNG storage and terminals. It is also a major player in Latin America, particularly Mexico, Brazil and Chile, operating gas and electricity transmission networks;

• decentralized energy networks and energy services: ENGIE is one of the global leaders (1) which supports cities, local authorities, industrial and service sector customers in the decarbonization of their energy networks. Energy Solutions' activities are divided into three main categories: local energy networks (notably heating and cooling networks, low-carbonmobility), on-siteenergy production (heating, cooling, electricity production using solar power, energy storage, etc.) and energy performance and management services (consulting, engineering, energy performance services);
• flexible electricity production and gas and electricity supply: the Group is one of the leading power producers in Europe, notably supplying solutions that provide flexibility to the network via its gas-firedpower plants. It also invests in the development of battery capacities to bring the necessary flexibility to the electricity grid. Moreover it is the benchmark operator in nuclear energy in Belgium. ENGIE provides gas and electricity to end-customersworldwide, with almost 20 million contracts. Nearly half of its customers are located outside France. In Europe, ENGIE is one of the top gas sellers and importers. In France, ENGIE is the historic leader of gas marketing and the second-largestproducer and supplier of electricity. In Belgium, ENGIE, through its subsidiary Electrabel, is the leading producer and supplier of electricity as well as the leading supplier of natural gas (1).

The Company is the result of the merger of SUEZ into Gaz de France, following the decisions of the Ordinary and Extraordinary Shareholders' Meetings of Gaz de France and SUEZ of July 16, 2008. The merger took effect on July 22, 2008.

Gaz de France was initially incorporated in 1946 as an EPIC (French public industrial and commercial enterprise). It became a limited liability company with a 99-year term under Law 2004-803 of August 9, 2004, on the public service of electricity and gas and electricity and gas companies (amending Law 46-628 of April 8, 1946).

On July 7, 2005, Gaz de France publicly floated its shares on the stock market. The Company's shares were first listed on July 7, 2005.

Law 2004-803 of August 9, 2004, as amended by Law 2006- 1537 of December 7, 2006, governing the energy sector and Decree 2007-1784 of December 19, 2007, authorized the transfer of the Company from the public to the private sector. On July 22, 2008, Gaz de France absorbed SUEZ in a merger which entailed transferring the majority of the Company's share capital to the private sector. The new Company took the name GDF SUEZ.

SUEZ itself was the result of the merger in 1997 of Compagnie de Suez and Lyonnaise des Eaux. SUEZ became an international industrial and services group whose objective was to meet essential requirements in electricity, gas, energy and industry services, water and waste management.

The deregulation of European energy markets in the early 1990s accelerated the international development of both Gaz de France and SUEZ, which progressively expanded their activities beyond their respective traditional markets, both in Europe and internationally. This development continued with

GDF SUEZ.

Thus, on February 3, 2011, GDF SUEZ completed a merger with International Power. In 2012, it reaffirmed its strategy to become a leading player on the global energy market, finalizing the purchase of shares held by the minority shareholders of International Power on June 29.

The SUEZ Environnement Company shareholders' agreement expired on July 22, 2013, and was not renewed. The cooperation and shared functions agreement and the financing agreement between the Company and SUEZ Environnement Company have also come to an end. The Company then used the equity method to consolidate SUEZ Environnement Company's activities, rather than full consolidation.