ENGIE_NOTICE_OF MEETING_2018

Draft resolutions and purpose of the resolutions

Consultation on the components of compensation due or awarded for 2017 to each executive corporate officer of the Company (Resolution 10)

Pursuant to Article L. 225-100-II of the French Commercial Code, the following components of compensation due or awarded for the year ended to each executive corporate office of the Company are submitted to the ex-post vote of the shareholders: the fixed portion; C the annual variable portion with performance criteria for determining its amount; C exceptional compensation; C stock options, performance shares and multi-year variable compensation plans with performance criteria for C determining these components of compensation; compensation associated with the commencement or termination of duties; C supplementary collective pension plan; and C benefits of any kind. C By voting on Resolution 10, the Shareholders are asked to give a favorable opinion on the components of compensation due or awarded for 2017 to Isabelle Kocher, Chief Executive Officer, as described in Section 4.6.1.8 of the 2017 Registration Document and in the Board of Directors’ report on corporate governance on pages 47 to 49 on the Notice of Meeting. These components of compensation due or awarded for 2017 are consistent with the compensation policy approved by an ex-ante vote of the Ordinary and Extraordinary Shareholders’ Meeting of May 17, 2017. The shareholders are reminded that Gérard Mestrallet had indicated that he did not wish to be compensated for his position as Chairman of the Board of Directors, which he thus exercised free of charge in fiscal year 2017.

Objective

TENTH RESOLUTION Consultation on the components of compensation due or awarded for 2017 to Isabelle Kocher, Chief Executive Officer

Having reviewed the Board of Directors’ report on corporate governance, the Shareholders’ Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders’ Meetings, gives a favorable opinion on the components of compensation due or awarded in 2017 to Isabelle Kocher, Chief Executive Officer, as described in Section 4.6.1.8 of the 2017 Registration Document.

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ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 18, 2018

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