ENGIE - Notice of meeting 2020

Board of Directors’ report on the resolutions

The compensation and benefits under this employment contract are as follows: Gross annual fixed compensation of €550,000 C Annual variable compensation in the form of a target bonus of C 100% of the annual fixed compensation, corresponding to 100% achievement of targets, with a cap of 150% in case of overperformance. Sixty-five percent of this bonus is subject to quantitative criteria and 35% to qualitative assessment. Lastly, a penalty of up to 20% of the target may apply (health & safety/compliance) A variable long-term compensation component in the form of C performance shares Profit-sharing and the option of placing sums in Group Savings C Plans (Plan d’Épargne Groupe – PEG) and/or Retirement Savings Plans (Plan d’Épargne pour la Retraite Collectif – PERCO) Company car C Collective schemes in place for all Engie Management Company C employees, including additional health care and social security insurance coverage and the supplementary pension plan. Claire Waysand will receive specific compensation for this temporary assignment in 2020, the amount of which will be determined by the Board when the assignment ends, up to a limit of €400,000, in addition to the compensation she will receive under her employment contract with Engie Management Company. To set the amount of this specific compensation, the Board will take into account the effectiveness of the management team and its ability to guide the Group’s operations during this period. Compensation of the future Chief Executive Officer for 2020 The Chief Executive Officer’s compensation includes a fixed component, a variable annual component and a long-term incentive component. The fixed component is determined according to the role, experience and reference market of the CEO, particularly in relation to the fixed compensation of executive corporate officers of groups similar to ENGIE in terms of size and scope, and, more generally, on the basis of the above benchmark. It is reviewed annually. It does not change for the duration of the term of office, unless the Board of Directors, on the recommendation of the Appointments, Compensation and Governance Committee, votes otherwise, in particular with regard to the market context, or any changes in ENGIE’s profile or Group employee compensation. The annual variable component is designed to reflect the executive’s personal contribution to the Group’s development and results. It is balanced in relation to the fixed component and determined as a percentage of the fixed compensation set by the Board of Directors. It constitutes between 0% and 150% of the fixed component, according to whether the pre-established targets are achieved or exceeded. It is calculated annually, according to the Chief Executive Officer’s performance, using quantifiable criteria to compensate economic performance (65%), and qualitative criteria (35%), where at least one criterion reflects the Group's CSR objectives.

For the quantifiable component, the criteria used are net recurring income, Group share (50%), current operating income (25%), and economic debt (25%). The quantifiable targets for 2020 were based on the Group’s provisional budget as presented to the Board of Directors on February 26, 2020. The long-term incentive component takes the form of Performance Units that are subject to performance conditions comparable to those of the performance share plans for which Company executive corporate officers are not eligible. The performance conditions are quantifiable only and include at least one external condition relating to the relative change in total shareholder return and an internal condition relating to value creation. This long-term incentive component is designed to encourage executives to make a long-term commitment as well as to increase their loyalty and align their interests with the Company’s corporate interests and the interests of shareholders. This particular component may not account for more than 50% of the executive’s total compensation at the initial award. The payment of the variable and extraordinary compensation components for 2020 is contingent on the approval of shareholders at the 2021 Ordinary Shareholders’ Meeting. This applies to the annual variable component and the employer contribution to the pension plan of the Chief Executive Officer for 2021, payment of which will only occur following approval at the aforementioned Shareholders’ Meeting. Lastly, the Chief Executive Officer will continue to benefit from a supplementary pension plan, under which the Company does not guarantee the amount of the pension but pays an annual employer contribution, half of which comprises contributions paid to a third-party organization under an optional defined contribution pension plan (Article 82) and half is a cash sum, given the immediate taxation on commencement of this mechanism. The employer contribution will correspond to 25% of the sum of the fixed compensation and the actual variable compensation accrued for the given year. It will also depend on the Company’s performance, since the calculation base already includes the variable portion linked to the Group’s results. The Chief Executive Officer will also benefit from health care and social security schemes equivalent to the collective schemes for ENGIE’s executive officers in France. The Chief Executive Officer, if also a director, does not receive any directors’ fees for sitting on the Board of Directors. Furthermore, the Board of Directors has the authority to negotiate with a Chief Executive Officer, at the time of his/her arrival or departure, a non-compete commitment that will apply when his/her tenure with the Group ceases, if such a commitment seems advisable to preserve the Group’s interests, and under financial conditions that conform to the principles laid down in the Afep-Medef Code, to which ENGIE refers. No payment can take place before this non-compete commitment has been approved by ENGIE’s Shareholders’ Meeting. Lastly, the Chief Executive Officer benefits from the use of a company vehicle.

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ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 14, 2020 53