ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

Fixed fee

€15,000 per year

Director

Variable fee, dependent on attendance €55,000 (1) if 100% attendance

Chairman

Fixed fee

€15,000 per year

Audit Committee

Variable fee, dependent on attendance €44,000 (1) , if 100% attendance

Committee member

Fixed fee

€5,000 per year

Variable fee, dependent on attendance €22,000 (1) , if 100% attendance

Chairman

Fixed fee

€10,000 per year

SITC

Variable fee, dependent on attendance €27,500 (1) , if 100% attendance

Committee member

Fixed fee

€5,000 per year

Variable fee, dependent on attendance €16,500 (1) , if 100% attendance

Chairman

Fixed fee

€10,000 per year

EESDC

Variable fee, dependent on attendance €22,000 (1) , if 100% attendance

Committee member

Fixed fee

€5,000 per year

Variable fee, dependent on attendance €16,500 (1) , if 100% attendance

Chairman

Fixed fee

€10,000 per year

ACGC

Variable fee, dependent on attendance €22,000 (1) , if 100% attendance

5

Committee member

Fixed fee

€5,000 per year

Variable fee, dependent on attendance €16,500 (1) , if 100% attendance

Variable portion increased by 25% for European non-residents or 50% for non-European non-residents, in the event of physical attendance at meetings (1)

Compensation of the other executive corporate officers generally includes: a fixed component, which remains unchanged throughout the C term of office, unless the Board of Directors, on the recommendation of the Appointments, Compensation and Governance Committee, decides otherwise; a variable component, balanced relative to total compensation, C the purpose of which is to reflect the executive’s personal contribution to the Group’s development and results; and a long-term incentive component, subject to performance C conditions. Stringent performance criteria are set both for the variable component and for long-term incentive plans, maintaining a link between the Group’s performance and the compensation of its directors in the short, medium and long term and contributing to the Company’s strategy and sustainability. If the approval rate for the compensation policy is less than 80% at the last Shareholders’ Meeting, the Appointments, Compensation and Governance Committee looks at the direction of the vote of the shareholders that opposed the approval of this policy and the possible follow-up to be given to their vote. Compensation policy for the Chairman of the Board for 2020 The compensation of the Chairman of the Board of Directors includes a fixed annual salary. It does not include any annual or multi-year variable compensation or long-term incentive plans.

COMPENSATION POLICY FOR EXECUTIVE CORPORATE OFFICERS The compensation policy for executive corporate officers is determined by the Board of Directors based on the recommendations of the Appointments, Compensation and Governance Committee. It is subject to a presentation and binding votes at the Annual Shareholders’ Meeting in accordance with Article L. 225-37-2 of the French Commercial Code. The compensation policy is reviewed annually by the Appointments, Compensation and Governance Committee and is based in particular on specific studies carried out by an external firm specializing in this area. Pursuant to Article 3.3.1 of the Board’s Internal Regulations, executive corporate officers do not take part in meetings of the Appointments, Compensation and Governance Committee on matters relating to them In its recommendations to the Board of Directors, the Appointments, Compensation and Governance Committee seeks to propose a compensation policy that is in line with corporate responsibility and the practices of comparable major international groups for similar positions, based on a benchmark established by a specialized external firm that includes companies listed on the CAC40, the Eurostoxx 50 (excluding companies in the financial sector), and the Eurostoxx Utilities indices. Pursuant to Article 9.6 of the Afep-Medef Code, the Chairman of the Board of Directors, as an independent director, does not receive variable compensation linked to the Company’s performance.

ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 51