ENGIE - Notice of meeting 2019

Board of Directors’ Report on the resolutions

Approval of the components of compensation due or awarded for 2018 to each Corporate Officer of the Company (10 th and 11 th resolutions)

In accordance with Article L. 225-100 II of the French Commercial Code, the Shareholders’ Meeting of May 17, 2019 will vote on the fixed, variable and extraordinary components of the total compensation and benefits in kind paid or awarded to Jean-Pierre Clamadieu, Chairman of the Board of Directors, and Isabelle Kocher, Chief Executive Officer, for 2018. Under Article R. 225-29-1 of the French Commercial Code, the components of total compensation and benefits of any kinds are as follows: directors’ fees; C annual fixed compensation; C annual variable compensation; C multi-annual variable compensation; C stock subscription or purchase option awards; C bonus share awards; C extraordinary compensation; C compensation or benefits due or likely to be due on C commencement of function; the commitments mentioned in the first and sixth paragraphs of C Article L. 225-42-1 of the French Commercial Code;

compensation components and benefits of any kind due or likely C to bel due to one of the persons mentioned in the first paragraph of Article L. 225-37-2 of the French Commercial Code, by virtue of the agreements entered into, directly or through an intermediary, because of the person's office, with the company in which the corporate office is held, any company controlled by it within the meaning of Article L. 233-16 of the French Commercial Code, any company that controls it, within the meaning of the same Article, or any company placed under the same control as it, within the meaning of the that Article; any other compensation component that can be awarded by C virtue of the office; benefits of any kind. C The variable or extraordinary compensation components, the payement of which was subject to approval by an Ordinary General Shareholders’ Meeting, may only be paid after the compensation components of the person concerned have been approved by a Shareholders' Meeting. As a reminder, Gérard Mestrallet, Chairman of the Board of Directors until May 18, 2018, received no compensation in respect of his office in 2018.

COMPENSATION COMPONENTS DUE OR AWARDED FOR 2018 TO JEAN-PIERRE CLAMADIEU, CHAIRMAN OF THE BOARD OF DIRECTORS

Compensation components

Amount

Details

Fixed compensation

€217,339

The fixed compensation of Jean-Pierre Clamadieu amounts to €350,000 for a complete year, i.e €217,339 for the period from May 18, 2018 to December 31, 2018.

Annual variable compensation

None

Jean-Pierre Clamadieu receives no annual variable compensation.

Employer contribution to a retirement plan

None

Jean-Pierre Clamadieu receives no employer pension contribution.

Multi-annual variable compensation None

Jean-Pierre Clamadieu receives no multi-annual variable compensation.

Directors’ fees

None

Jean-Pierre Clamadieu receives no directors’ fees.

Extraordinary compensation

None

Jean-Pierre Clamadieu receives no extraordinary compensation.

Allocation of stock options, Performance Shares and any other long-term compensation Compensation associated with the commencement or termination of duties

None

Jean-Pierre Clamadieu is not allocated stock options, Performance Shares or any other long-term compensation.

None

Jean-Pierre Clamadieu receives no compensation asociated with the commencement or termination of duties.

Supplementary pension plan

None

Jean-Pierre Clamadieu is not a beneficiary of any supplementary pension plan.

Benefits in kind

None

Jean-Pierre Clamadieu did not benefit from the use of a company vehicle.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 17, 2019 34

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