ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

CHANGE IN CHAIRMAN AND CEO/CEO COMPENSATION AND IN AVERAGE COMPENSATION FOR ENGIE FRANCE, COMPARED TO A BASE OF 100 IN 2014

CHANGES IN CHAIRMAN COMPENSATION AND IN AVERAGE COMPENSATION FOR ENGIE FRANCE COMPARED TO A BASE OF 100 IN 2018 AND 2014, RESPECTIVELY

124

108

107

106

105

108

100

102

107

106

105

102

100

100

83

67

66

61

60

2014

2015

2016

2017

2018

2019

2014

2015

2016

2017

2018

2019

Total compensation of Chairman + Chief executive officer with PU

Total average compensation (ENGIE France)

Total compensation of Chairman with base of 100 in 2018

Total average compensation (ENGIE France)

The tables below illustrate the annual changes in the company's consolidated performance.

COI (ORGANIC GROWTH)

NET RECURRING INCOME, GROUP SHARE (EXCLUDING E&P AND LNG) (IN BILLION EUROS)

76%

77%

76%

77%

14%

2.78

2.68

2.69

5%

5%

2.46

2%

2.54

-3%

5% 2.38

5%

2016

2017

2018

2019

2%

2014

-3%

44%

-14%

43%

2014

2015

2015

2016

2017

2018

2019

5

23%

24%

2015

ROCE

76%

77%

6.80%

6.50%

6.40%

6.30%

14%

6.10%

5.80%

5%

5%

2%

-3%

2014

2015

2015

2016

2017

2018

2019

SCOPE OF ENGIE S.A. EMPLOYEE (FOR INFORMATION) Although considered irrelevant, in order to meet the legal obligations, the tables below are based on the average and median compensation of the employees of the parent company, ENGIE S.A.

2014

2015

2016

2017

2018

2019

Chairman (Gérard Mestrallet until May 18, 2018, succeeded by Jean-Pierre Clamadieu) Ratio with average compensation for ENGIE S.A 0 0 0

0

4.7 (1)

5.9

Ratio with median compensation for ENGIE S.A

0

0

0

0

5.3 (1)

6.5

Chairman and Chief Executive Officer/Chief Executive Officer (Gérard Mestrallet, Isabelle Kocher after May 3, 2016) Ratio with average compensation for ENGIE S.A 59.9 48.1 34.5 32.1 34.5

35.1

Ratio with median compensation for ENGIE S.A

66

53.6

36

38.4

38.5

38.9

Full-year calculation (1)

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 47

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