A COMPENSATION POLICY THAT PROMOTES

SUSTAINABLE PERFORMANCE

The Group has a compensation policy that is personalized, fair and competitive for all

and which reflects the performance and level of responsibility of each person.

Each year, the compensation policy of the executive corporate officers is reviewed by the Board of Directors, based on

the recommendation of the Appointments, Compensation and Governance Committee. It is subject to the approval of

the Shareholders’ Meeting. In 2022, the Chairman’s compensation amounted to a fixed sum of €0.45 million. The ratio of

the compensation for each corporate officer to the average compensation of ENGIE’s employees in France was 7.9x for

the Chairman and 55.6x for the Chief Executive Officer.

1 Panel EDP ENEL Iberdrola Naturgy Snam and RWE 2 in line with the trajectory established to reach the 2030 target

Compensation of Chief Executive Officer for 2022

ANNUAL FIXED

(CASH)

ANNUAL VARIABLE

(CASH)

LONG-TERM INCENTIVES

(PERFORMANCE SHARES)

NON-FINANCIAL

CRITERIA

35%

FINANCIAL

CRITERIA

65%

30%

CSR criteria:

• Safety performance

improvement (7.5%)

Success rate: 100%

• Decrease in GHG emissions

from energy production (7.5%)

Success rate: 140%

• Improvement of CSR rating

(5 benchmark agencies) (7.5%)

Success rate: 100%

Recruitment of 35 female

managers 75

Success rate 0

70%

• Organization and collective

commitment (35%)

Success rate: 130%

• Strategy (35%)

Success rate: 130%

25%

EBIT

Success rate:

140%

25%

Net economic

debt

Success rate:

54.5%

25%

Net income / (loss)

recurring

Group share

Success rate:

140%

25%

Free Cash Flow

Success rate:

113.3%

Success rate: 112%

Amount paid for 2022 1136000

Maximum amount 140 of annual fixed

Performance shares granted

for 2022 120000 shares

valued at 1054800 at grant date

Maximum amount

120000 performance shares

Success rate: 116.5%

€1 M

PERFORMANCE SHARES

VESTED IN 2025

20%

CSR criteria at end-2024

(2)

:

• Decrease in GHG

emissions from energy

production (10%)

• Increase in %

of renewables

capacity (5%)

• Increase in %

of women in

management (5%)

25%

Change in the “Total Shareholder

Return” (TSR) over 3 years vs panel

(1)

25%

Growth

in NRIgs

over

2 years

vs panel

(1)

30%

ROCE

In 2022 all senior managers including

members of the Executive Committee

were eligible to receive annual variable

compensation which included financial

criteria for 65 nonfinancial criteria

for 15 and individual objectives specific

to their area of responsibility for 20

The financial criteria for Executive

Committee members are the same as

those for the Chief Executive Officer

the financial criteria for the other

senior managers include their direct

areas of responsibility scopes N and

N1 on EBIT Free Cash Flow and GA

General Administration criteria

The nonfinancial criteria cover

health and safety prevention rate

within the scope of responsibility

climate Group GHG emissions and

diversity rate of recruitment of women

among managers within the scope

of responsibility at 5 each

All senior managers are beneficiaries of

the performance share plan according

to the same criteria as the Chief

Executive Officer

58 - OUR GOVERNANCE