A BOARD OF DIRECTORS TO UPHOLD

THE GROUP’S STRATEGIC DIRECTIONS

ENGIE is governed by a team of 15 directors with a variety of expertise. In line with ENGIE’s purpose

and in connection with the expectations of its stakeholders, their mission is to define the strategic

directions of the Group and ensure their implementation.

MAJOR WORK CARRIED OUT IN 2022

In 2022 members of the Board of Directors

held discussions on the following topics

Strategic Directions of the Group

continued repositioning of ENGIE

continued geographic refocusing

operational implementation of the new

strategic directions the gas supply strategy

discussions on nuclear in Belgium etc

Investments and sales of assets

Review of a series of planned investments

and divestments

Finance and audit 2022 risk review

including the prioritized cybersecurity

risk

Governance takeaways from the dialog

between the Chairman and shareholders

investors and proxy advisors assessment

of the functioning of the Board

compensation for corporate officers etc

CSR 2030 CSR targets climate strategy

and net zero emission commitment by

2045 matching of planned investments

with the Groups CSR criteria professional

and salary equity policy etc

CAREFUL MONITORING OF

THE GROUP’S CHALLENGES

The Group offers all new directors

personalized training and regularly

organizes specific training or information

sessions. In 2022, the Directors

received training in the scenarios of the

energy transition, CSR and non-financial

reporting as well as in the critical

impacts of climate on the supply chain.

Every year, the members of the Board

meet during a strategic planning

seminar. The 2022 seminar provided

an opportunity to discuss and review

progress on the implementation of

the strategy described in the 2021

road map, on the consequences of the

current energy context and on various

subjects of strategic importance for

the Group.

ENGIE is also in regular dialog with

its shareholders, main institutional

investors and proxy advisors as part

of governance roadshows and at other

times. During this period of dialog,

the Chairman of the Board explains to

them the strategic directions pursued

by the Group and asks them about their

expectations so that these can continue

to be better taken into consideration.

STRENGTHENING OF THE EXPERTISE HELD

The Board’s objective is to have members

that correspond to ENGIE’s activities, strategic

directions and challenges. This is what allows

the Board to make decisions consistent

with the need to accelerate the transition

to a carbon-neutral, eco-friendly economy.

ENGIE also ensures that the individual

competencies of its directors are wide-ranging

and complementary. The diagram opposite

compiled in February 2023 (with the

exception of length of service calculated on

April 25, 2023) presents the three key skills

of each director among the 12 types of

expertise selected.

A PARTIAL RENEWAL OF THE BOARD

The terms of office of Ms. Malrieu, Ms. Nadeau,

Ms. Jégo-Laveissière, and Mr. Durand will

expire at the end of the 2023 Shareholders’

Meeting. The shareholders will be asked to

renew the terms of office of Ms. Nadeau

and Mr. Durand, but not that of Ms. Malrieu.

Ms. Jégo-Laveissière will be replaced by

a new member proposed by the State.

Ms. Stéphanie Besnier will be also replaced

as Director representing the French State.

As at the date of this report, the identity

of her successor is not known.

At the end of the Shareholders’ Meeting

of April 26, 2023, and subject to approval

of the proposed resolutions, the Board of

Directors will consist of 14 members.

100%

attendance rate

at Board of Directors’

meetings in 2022

11

meetings

in 2022

55%

women on the

Board of Directors in 2022

64%

Independent directors

in 2022

52 - OUR GOVERNANCE