ENGIE - Notice of meeting 2019

Draft Resolutions and purpose

Approval of the components of compensation due or awarded for 2018 to each Corporate Officer of the Company (Resolutions 10 and 11) Pursuant to Article L. 225-100 II of the French Commercial Code, the following components of compensation due or awarded for the year ended to each corporate officer of the Company are submitted to the ex-post vote of the Shareholders: the fixed portion; C the annual variable portion with performance criteria for determining its amount; C extraordinary compensation; C stock options, performance shares and multi-year variable compensation plans with performance criteria for C determining these components of compensation; compensation associated with the commencement or termination of duties; C supplementary collective pension plan; and C benefits of any kind. C By voting on resolution 10, the Shareholders are asked to approve the components of compensation due or awarded for 2018 for the period May 18 to December 31, 2018 to Jean-Pierre Clamadieu, Chairman of the Board of Directors, as described in Section 4.1.4.1.8 of the 2018 Registration Document and in the Board of Directors’ report on corporate governance. By voting on resolution 11, the Shareholders are asked to approve the components of compensation due or awarded for 2018 to Isabelle Kocher, Chief Executive Officer, as described in Section 4.1.4.1.8 of the 2018 Registration Document and in the Board of Directors’ report on corporate governance. These components of compensation due or awarded for 2018 are consistent with the compensation policy approved by an ex-ante vote of the Ordinary and Extraordinary Shareholders’ Meeting of May 18, 2018. As a reminder, Gérard Mestrallet, Chairman of the Board until May 18, 2018, received no compensation in respect of his office for 2018. Purpose

TENTH RESOLUTION Approval of the components of compensation due or awarded for the period May 18 to December 31, 2018, to Jean-Pierre Clamadieu, Chairman of the Board of Directors After reviewing the Board of Directors’ report on corporate governance, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves on the components of compensation due or awarded for the period May 18 to December 31, 2018, to Jean-Pierre Clamadieu, Chairman of the Board of Directors, as described in Section 4.1.4.1.8 of the 2018 Registration Document.

ELEVENTH RESOLUTION Approval of the components of compensation due or awarded for 2018 to Isabelle Kocher, Chief Executive Officer After reviewing the Board of Directors’ report on corporate governance, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, approves the components of compensation due or awarded in 2018 to Isabelle Kocher, Chief Executive Officer, as described in Section 4.1.4.1.8 of the 2018 Registration Document.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 24

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