ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Compensation components

Amounts paid in 2019

Amounts awarded for 2019

Details The structure of Isabelle Kocher’s target variable compensation paid in 2020 for 2019 also remains unchanged at €700,000, corresponding to 70% of her fixed compensation and capped at €840,000, i.e. 120% of the target variable compensation. Variable compensation in 2019 is broken down into two components: a quantifiable component (60%) and a qualitative component (40%). For the quantifiable component, the criteria used are net recurring income, Group share, per share (50%) and free cash flow, ROCE and economic net debt (each counting for one-sixth of the overall total) (50%). The quantifiable targets for 2019 were based on the Group’s projected budget as presented to the Board of Directors on February 27, 2019. For the qualitative component, the criteria used were as follows: 1- Quality of strategic plan and reception by investors (10%) 2-Implementation of growth strategy in downstream BtoB/T and refocusing business lines (25%) organic growth - upselling of services ● external growth ● refocusing of business lines/geographical areas of the Group’s scope ● 3- Securing the Group’s position in Belgium (25%) 4- Organization, engagement and governance (20%) 5- CSR (20%) pursuing efforts to reduce CO 2 emissions in line with 2020 goals ● progress in the management of health and safety risks ● continued roll-out of the ethics compliance reference system ● At its meeting of February 26, 2020, the Board of Directors, on the recommendation of the Appointments, Compensation and Governance Committee: noted that the success rate of the quantifiable criteria was 97.5% (broken ● down as follows: Net recurring income Group share, per share (1/2): 103.4%; ROCE (1/6): 100.3%; Free cash flow (1/6): 107.2%; Net debt (1/6): 67.4%); set the success rate of the qualitative criteria at 90%. ● Based on the respective weightings of the quantifiable (60%) and qualitative (40%) criteria, the overall success rate was determined to be 94.5%. The variable component for 2019 was thus €661,500. It will only be paid to Isabelle Kocher if approved by the shareholders at the Shareholders’ Meeting of May 14, 2020. €415,375 At its meeting of May 3, 2016, the Board of Directors voted to maintain the employer contribution arrangement from which Isabelle Kocher benefited when she was Chief Operating Officer. Under this supplementary pension plan system, the Company does not guarantee the amount of pension but pays an annual employer contribution, half of which comprises contributions paid to a third-party organization under an optional defined contribution pension plan (Article 82) and half is a cash sum, given the immediate taxation on commencement of this new mechanism. The employer contribution corresponds to 25% of the sum of the fixed compensation and the actual variable compensation accrued for the given year. It also depends on the Company’s performance, since the calculation base already includes the variable portion linked to the Group’s results. For 2018, this employer contribution was €410,440, which was paid in 2019. For 2019, this employer contribution is €415,375, which will be paid in 2020, subject to shareholder approval at the Shareholders’ Meeting of May 14, 2020.

5

Employer contribution to retirement plan

€410,440

Multi-annual variable compensation

None

None Isabelle Kocher did not receive any multi-annual variable compensation.

Directors’ fees Extraordinary compensation

None None

None Isabelle Kocher did not receive any directors’ fees.

None Isabelle Kocher did not receive any extraordinary compensation.

Awarding of stock options, Performance Shares and any other long-term compensation

0

Valuation: €940,800

The 120,000 Performance Units awarded by the Board of Directors on February 27, 2019 to Isabelle Kocher for 2019, valued at €940,800 (see the note on this theoretical valuation in Section 4.4.1.7), have become null and void, as the continuous service condition was no longer met after Isabelle Kocher left the Group on February 24, 2020.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 45