ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

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

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

124

114

114

114

114

111

111

106

106

104

104

100

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 compensation of Chairman with base of 100 in 2018

Total average compensation (ENGIE S.A.)

Total average compensation (ENGIE S.A.)

Directors appointed by the Shareholders’ Meeting The corporate officers who are not executives received the compensation shown in the table below for fiscal year 2019. Unless otherwise indicated, no other compensation was paid to these officers by the Company or by its subsidiaries for the said fiscal year.

In euros

Fiscal year 2019 (1)

Fiscal year 2018 (1)

Ann-Kristin Achleitner

37,500 (2) 47,917 (3) 84,063 (3) 45,833 (2) 74,552 (3) 68,354 (3) 35,417 (2) 141,458 (3) 126,541 (3) 165,573 (2) 0

90,000 (2)

Edmond Alphandéry

119,429 (3) 78,095 (3) 96,944 (2) 60,825 (3) 66,027 (3) 81,429 (2) 133,182 (3) 0

Fabrice Brégier Aldo Cardoso (4) Patrice Durand (5)

Catherine Guillouard (6)

Mari-Noëlle Jégo-Laveissière (5)

Barbara Kux

Françoise Malrieu

Ross McInnes (7)

60,000 (3)

Marie-José Nadeau

140,000 (2)

Peter Ricketts of Shortlands

91,432 (2)

85,000 (2)

TOTAL

918,640

1,010,931

Directors’ compensation due for a given fiscal year are paid during the fiscal year concerned (1) Before deduction of withholding tax levied on directors’ fees paid to Directors residing outside France (2) Before deduction of withholding tax relating to tax and social contributions (3) In his capacity as Chairman of the Board of Directors since June 15, 2018 of Société Monégasque de l’Électricité et du Gaz (SMEG), a subsidiary 63.9% owned (4) by ENGIE, Aldo Cardoso received €38,461.54 for fiscal year 2019 and €14,827 for fiscal year 2018 in directors’ compensation from SMEG

Director elected from the private sector by the Shareholders’ Meeting on the proposal of the French State (5) Director elected from the public sector by the Shareholders’ Meeting on the proposal of the French State (6) Director elected by the Shareholders’ Meeting of May 18, 2018 (7)

Director representing the French State and the Directors elected by the Shareholders’ Meeting on the proposal of the French State The Director representing the French State and the Directors from the public sector appointed by the Shareholders’ Meeting on the proposal of the French State – Isabelle Bui (from June 5, 2019) and Catherine Guillouard (until May 17, 2019), respectively – have not personally received any compensation from the Company or from companies controlled by the Company for their service as Directors in 2019.

The Directors from the private sector appointed by the Shareholders’ Meeting on the proposal of the French State, namely Mari-Noëlle Jégo-Laveissière and Patrice Durand, received 85% of the directors’ fees corresponding to their office, pursuant to the ministerial Order of December 28, 2014, as amended by the ministerial order of January 5, 2018, taken in application of Article 6 of Ordinance No. 2014-948 of August 20, 2014 concerning governance and equity operation of companies with a public shareholder (see the table above).

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 48

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