ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Approval of the components of compensation due or awarded for 2019 to the corporate officers of the Company (11 th to 13 th resolutions)

Adopted in application of Law 2019-486 of May 22, 2019 (the PACTE Act), Ordinance 2019-1234 of November 27, 2019 completed by implementing decree 2019-1235 dated the same day reformed the legal regime framing the compensation of the corporate officers of publicly traded companies. Previously the ex-post vote consisted of the approval of the components of compensation due or awarded for the previous year to each executive corporate officer. Now, pursuant to the aforementioned ordinance, the Shareholder’s Meeting must vote on the information about all compensation packages paid or awarded during the previous year, pursuant to Article L.225-100 II of the French Commercial, to corporate officers, which now includes non-executive directors. Thus, the purpose of the 11 th resolution is the approval of the information on the compensation of corporate officers cited in Article L.225-37-3 I of the French Commercial Code: The total compensation and benefits of any kind, distinguishing 1. the fixed, variable and exception components, including in the form of equity shares, debt securities, or securities giving rights to capital or rights to the award of debt securities of the company or the companies cited in Articles L.228-13 and L.228-93, paid for the office during the previous year, or allotted for the office for the same year, by indicating the principle conditions for exercise of such rights, including the exercise price and date and any change in these conditions; the proportion in relation to the fixed and variable compensation; 2. the use of the possibility to request the restitution of variable 3. compensation; the commitments of any kind made by the company that 4. correspond to compensation elements, indemnities or benefits due, or which could be due, for assuming, ending or changing an office, or subsequent to the exercise of such an office, particularly pension commitments and other lifetime benefits, indicating, under the conditions and according to the terms set by decree, the specific terms and conditions for determining these commitments, and the estimate of the amount of the sums that could be paid in this regard; any compensation paid or allocated by a company included in 5. the scope of consolidation as this is defined in Article L.233-16; for the chairman of the Board of Directors, the chief executive 6. officer and each deputy chief executive officer, the ratios between

the level of the compensation of such executives and, first, the average compensation on full-time equivalent base of the employees of the company other than the corporate officers and, second, the median compensation on a full-time equivalent base of the employees of the company other than the corporate officers; the annual change in the compensation, the performance of the 7. company and the average compensation on a full-time equivalent base of the employees of the company, other than the executives, and the ratios set forth in point 6), during at least the last five years, presented together in a way to allow comparison; an explanation of the way the total compensation respects the 8. compensation policy adopted, including the way in which it contributes to the long-term performance of the company, and the way in which the performance criteria have been applied; the way in which the vote of the last Ordinary Shareholders’ 9. Meeting stipulation in II of Article L.225-100 was taken into consideration; Any variance from the procedure to implement the compensation 10. policy, and any exception applied in accordance with the second paragraph of III, of Article L.225-37-2, including an explanation of the nature of the exceptional circumstances and an indication of the specific elements from which it has been excepted; the application of the provisions of the second paragraph of 11. Article L.225-45. The aforementioned Ordinance of November 27, 2019 also maintained the vote of the Shareholders’ Meeting on the individual compensation of each executive. Thus, in accordance with Article L.225-100 III of the French Commercial Code, the Shareholders’ Meeting votes on the fixed, variable and exceptional components of the total compensation and benefits of any kind paid or awarded during the same year by separate resolutions for the Chairman of the Board of Directors or for the Chief Executive Officer. As a result, approval of the total compensation paid in fiscal 2019 or awarded for the same year to Jean-Pierre Clamadieu, Chairman of the Board of Directors is subject to the approval of the 12 th resolution . Also, approval of the total compensation paid in fiscal 2019 or awarded for the same year to Isabelle Kocher, Chief Executive Officer until February 24, 2020, is subject to the approval of the 13 th resolution .

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 42

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