ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

COMPENSATION COMPONENTS PAID IN 2019 OR AWARDED FOR THE SAME YEAR TO EACH EXECUTIVE CORPORATE OFFICER OF THE COMPANY, SUBJECT TO SHAREHOLDER APPROVAL

In accordance with Article L.225-100 II of the French Commercial Code, the Shareholders’ Meeting of May 14, 2020 will vote on the fixed, variable and extraordinary components of the total compensation and benefits of any kind paid in, or awarded for, 2019 to Jean-Pierre Clamadieu, Chairman of the Board of Directors, and Isabelle Kocher, Chief Executive Officer.

The variable or extraordinary compensation components awarded for 2019 can only be paid after approval by the Shareholders’ Meeting of the components of the compensation of the corporate executive officer concerned.

Compensation components paid in, or awarded for, 2019 to Jean-Pierre Clamadieu, Chairman of the Board

Amounts awarded for 2019

Compensation components Amounts paid in 2019

Details

Fixed compensation

€433,064

€433,064 Jean-Pierre Clamadieu’s fixed compensation is €450,000 for a full year as of March 1 st , 2019 (previously €350,000). None Jean-Pierre Clamadieu receives no annual variable compensation None Jean-Pierre Clamadieu receives no employer pension contribution. None Jean-Pierre Clamadieu receives no multi-annual variable compensation.

Annual variable compensation

None

Employer contribution to retirement plan Multi-annual variable compensation

None

None

Directors’ fees

None None None

None Jean-Pierre Clamadieu receives no directors’ fees.

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

None Jean-Pierre Clamadieu receives no extraordinary compensation. None Jean-Pierre Clamadieu is not allocated stock options, Performance Shares or any other long-term compensation.

5

None

None Jean-Pierre Clamadieu receives no compensation associated with the commencement or termination of duties.

None

None Jean-Pierre Clamadieu is not a beneficiary of any supplementary pension plan. None Jean-Pierre Clamadieu did not benefit from the use of a company vehicle.

Benefits in kind

None

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 43