ENGIE - Notice of meeting 2020

Draft Resolutions and purpose

TWELFTH RESOLUTION Approval of the total compensation and benefits in kind paid in 2019 or awarded for 2019 to Jean-Pierre Clamadieu, Chairman of the Board of Directors, mentioned in Article L.225-37-3 of the French Commercial Code The Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, having reviewed the Board of Directors’ report on corporate governance referred to in Article L.225-37 of the French Commercial Code, approves, pursuant to Article L.225-100 III of the French Commercial Code, the fixed, variable and extraordinary components of the total compensation and benefits in kind paid in 2019 or awarded for 2019 to Jean-Pierre Clamadieu, Chairman of the Board of Directors, as described in Section 4.4 of the 2019 Universal Registration Document.

THIRTEENTH RESOLUTION Approval of the total compensation and benefits in kind paid in 2019 or awarded for 2019 to Isabelle Kocher, Chief Executive Officer, mentioned in Article L.225-37-3 of the French Commercial Code The Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, having reviewed the Board of Directors’ report on corporate governance referred to in Article L.225-37 of the French Commercial Code, approves, pursuant to Article L.225-100 III of the French Commercial Code, the fixed, variable and extraordinary components of the total compensation and benefits in kind paid in 2019 or awarded for 2019 to Isabelle Kocher, Chief Executive Officer, as described in Section 4.4 of the 2019 Universal Registration Document.

Approval of the compensation policy of corporate officers of the Company (Resolutions 14 to 18)

Pursuant to Ordinance 2019-1234 and Decree 2019-1235 of November 27, 2019 adopted in application of the Law of May 22, 2019 on growth and the transformation of companies, known as the PACTE Act, the compensation policy for all corporate officers, including directors, must now be the subject of a resolution submitted for approval by the Shareholders’ Meeting. Presented within the report prepared by the Board of Directors on corporate governance, this compensation policy must comply with the Company’s corporate interest, contribute to its continuity and be in line with its commercial strategy. Accordingly, under Article L.225-37-2 II of the French Commercial Code, the Shareholders are asked by voting on Resolution 14, to approve the compensation policy for the Company’s Directors, as described in Section 4.4 of the 2019 Universal Registration Document and in the Board of Directors’ report on corporate governance. Likewise, by voting on Resolution 15, the Shareholders are asked to approve the compensation policy for Jean-Pierre Clamadieu, Chairman of the Board of Directors, as described in Section 4.4 of the 2019 Universal Registration Document, and in the Board of Directors’ report on corporate governance. The Shareholders are also asked by voting on Resolution 16, to approve the compensation policy for Isabelle Kocher, Chief Executive Officer, in office from January 1 to February 24, 2020, as described in Section 4.4 of the 2019 Universal Registration Document, and in the Board of Directors’ report on corporate governance. By voting on Resolution 17, Shareholders will vote on the compensation policy of Ms. Claire Waysand, Chief Executive Officer appointed for a transition period, until the appointment of a new Chief Executive Officer, as described in Section 4.4 of the 2019 Universal Registration Document, and in the Board of Directors’ report on corporate governance. By voting on Resolution 18, the Shareholders are also asked to approve the compensation policy for Jean-Pierre Clamadieu, Chairman of the Board of Directors, as described in Section 4.4 of the 2019 Universal Registration Document, and in the Board of Directors’ report on corporate governance. All the components that form this compensation policy for each category of corporate officer were approved by the Board of Directors on February 26, 2020, on the recommendation of the Appointments, Compensation and Governance Committee.

Purpose

reviewed the Board of Directors’ report on corporate governance referred to in Article L.225-37 of the French Commercial Code describing the components of the compensation policy for corporate officers, approves, pursuant to Article L.225-37-2 II of the French Commercial Code, the Directors’ compensation policy, as they are described in Section 4.4 of the 2019 Universal Registration

FOURTEENTH RESOLUTION Approval of Directors’ compensation policy, pursuant to Article L.225-37-2 II of the French Commercial Code

The Shareholders’ Meeting, pursuant to the quorum and majority Document. requirements applicable to Ordinary Shareholders’ Meetings, having

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 22

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