ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

In respect the directors’compensation corresponding to these offices (€101,469) was paid directly to the Public Treasury in compliance with regulations. Directors representing the employees and employee shareholders Directors representing employees and employee shareholders on the of the foregoing, the balance of

ENGIE Board of Directors received no compensation (directors’ fees or other) from the Company or from companies controlled by the Company in consideration of their service as Directors. These Directors are Christophe Agogué, Alain Beullier, Philippe Lepage and Christophe Aubert.

Approval of the compensation policy for corporate officers of the Company (14 th to 18 th resolutions)

Pursuant to Ordinance 2019-1234 and Decree 2019-1235 of November 27, 2019 adopted in application of the Law of May 22, 2019 on growth and the transformation of companies, known as the PACTE Act, the compensation policy for all corporate officers, including directors, must now be the subject of a resolution submitted for approval by the Shareholders’ Meeting. Presented within the report prepared by the Board of Directors on corporate governance, this compensation policy must comply with the Company’s corporate interest, contribute to its continuity and be in line with its commercial strategy. Therefore, under Article L.225-37-2 of the French Commercial Code, you are being asked, by a vote on the 14 th resolution , to approve the compensation policy for the directors of the Company. Likewise, by a vote on the 15 th resolution , you are asked to approve the compensation policy for Jean-Pierre Clamadieu, Chairman of the Board of Directors. The vote on the 16 th resolution will allow you to approve the compensation policy for Isabelle Kocher, Chief Executive Officer for the period from January 1 to February 24, 2020. You are being asked, by a vote on the 17 th resolution , to rule on the compensation policy for the Chief Executive Officer appointed on February 24, 2020 for a transition period, the time required to complete the process to name a new Chief Executive Officer. Also, by a vote on the 18 th resolution , it is proposed that you approve the compensation policy for Ms Claire Waysand as Chief Executive Officer who will be named at the end of the current search process. This policy gives the Board of Directors a framework with which to structure the next CEO’s compensation, forming the basis of its negotiations, while preserving the moderate approach that it has always taken to the compensation of its corporate officers. The level of compensation proposed will depend on the role, experience and reference market of the Chief Executive Officer, with particular attention paid to the compensation of the corporate officers of groups that are comparable to ENGIE in terms of size and scope, and more generally on the basis of a benchmark created by an external firm that includes companies on the CAC40, Eurostoxx 50 (excluding companies in the financial sector) and Eurostoxx Utilities indices. The fixed compensation proposed by the Board of Directors will be less than the median of this benchmark. The Board has changed the annual variable compensation component compared with the policy applied in 2019, to bring it into

line with market practices and the compensation structure of Executive Committee members. Pursuant to the recommendations of several shareholders and proxy advisors, the weighting of the quantifiable targets has been increased. A proportion of 65% of the annual variable component is now linked to quantifiable criteria to remunerate economic performance and 35% to qualitative criteria, including at least one criterion reflecting the Group’s CSR goals and representing a significant part of the qualitative criteria. For the quantifiable component, the criteria used are net recurring income, Group share (50%), current operating income (25%), and net economic debt (25%). The quantifiable targets for 2020 were included in the Group’s projected budget as presented to the Board of Directors on February 26, 2020. The Board also specifies that the target annual variable component will be 100% of annual fixed compensation for 100% achievement of targets, with a cap of 150% in the event of overperformance. For information purposes, the benchmark shows, for this sample, a target annual variable component of 100% of fixed compensation and a cap of 190% on fixed compensation. The long-term incentive component, which takes the form of Performance Units, must not exceed 50% of the executive’s overall compensation on initial allocation (compared with 40% in the compensation policy applicable in 2019). The future Chief Executive Officer will be required to reinvest a substantial portion of the income from exercising these Performance Units in purchasing ENGIE shares: the target shareholding corresponds to two years of fixed compensation. Lastly, the continuation of the pension system in the form of a matching contribution of 25% of the sum of fixed compensation and real variable compensation due for the year in question is proposed. However, this contribution level will be a maximum in the future and may be reduced by the Board of Directors. It should be noted that the payment or allocation of all variable components of the compensation of the future CEO are conditional upon a vote in favor by shareholders at the Shareholders’ Meeting called in 2021 to approve the financial statements for the year ended December 31, 2020. These are the variable annual, long-term incentive and pension contribution components. All components forming this compensation policy for each category of corporate officers were set by the Board of Directors on February 26, 2020, on the recommendation of the Appointments, Compensation and Governance Committee, and are presented in Section 4.4 of the 2019 Universal Registration Document.

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ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 49