ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

COMPENSATION POLICY FOR DIRECTORS On the recommendation of the Board of Directors, the Sareholders’ Meeting sets the total annual amount of Directors’ compensation to be distributed by the Board among its members. On the recommendation of the Appointments and Compensation Committee, the Board of Directors, at its meeting of December 11, 2013, amended the rules for distributing the annual amount of directors’ fees, set by the Gaz de France Shareholders’ Meeting of July 16, 2008 at €1.4 million (unchanged since 2008) in line with an individual distribution system, combining a fixed portion with a predominant variable portion based on the attendance of Directors at Board and Committee meetings, in accordance with the recommendation of Article 21.1 of the Afep-Medef Code. When the size of the Board of Directors was reduced as of May 17, 2019, the Board of Directors’ meeting of July 29, 2019 revised the allocation rules, within the total amount granted by the

Shareholders’ Meeting of 2008, to take account, in particular, of the growing demands on governance bodies, on the proposal of the ACGC. Three changes were made to the former rules for the allocation of Directors’ compensation (see section 4.1.4.4.1 of the 2018 Reference Document): an increase of 10% in the variable portion related to attendance C of meetings of the Board and its committees; for non-residents, an increase in the variable portion in the event C of physical attendance at meetings of the Board and its committees, by 25% for Europeans and by 50% for non-Europeans; setting the fixed portion for chairmen of the EESDC and the C ACGC at €10,000 (compared with €5,000 previously). The new allocation rules, applied for the period after July 29, 2019, are indicated below, it being specified that the executive corporate officers receive no compensation for attending meetings of the Board of Directors.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 50

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