ENGIE EPS S A : Amendment of the 2020 Corporate Governance Report

AMENDEMENT TO THE 2020 CORPORATE GOVERNANCE REPORT

(as included in the 2020 Universal Registration Document)

Dated 7 May 2021

ENGIE EPS S.A.

French société anonyme with a Board of Directors and a share capital of € 2,553,372

Registered office : 28, rue de Londres, 75009 Paris, France

Paris Trade and Companies Register - 808 631 691

AMENDEMENT TO THE 2020 CORPORATE GOVERNANCE

REPORT

(as included in the 2020 Universal Registration Document)

This amendment to the 2020 Corporate Governance Report (the "Amendment to the 2020 Corporate Governance Report") completes and should be read in conjunction with the 2020 Corporate Governance Report that was included in the Universal Registration Document filed with the AMF on 7 April 2021 under number D.21-0273 (the "Universal Registration Document").

The Universal Registration Document and this Amendment to the 2020 Corporate Governance Report are available at the registered office of the Company, located at 28, rue de Londres, 75009 Paris, as well as at the premises of the controlled Italian entity (ENGIE EPS Italia S.r.l.), located in Via Anton Francesco Grazzini, 14, 20158 Milan, Italy, and on ENGIE EPS' website (www.engie-eps.com)and on the website of the AMF (www.amf-france.org/fr).

The English version of this Amendment to the 2020 Corporate Governance Report is a free translation of the original Amendment to the 2020 Corporate Governance Report which was included in the Universal Registration Document.

All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original language version in French takes precedence over this translation.

The only binding version is the French language version.

REMUNERATION AND BENEFITS

Compensation policy applicable to the management: principles and criteria for determining, allocating and granting compensation - Ex ante Votes

On 7 May 2021, the Board of Directors of the Company decided to modify the 2021 compensation packages of M. Carlalberto Guglielminotti, Chief Executive Officer of ENGIE EPS, and M. Giuseppe Artizzu, executive member of the Board of Directors of ENGIE EPS, board member and newly appointed General Manager of the controlled company EPS Italia. This decision was taken in the context of the announcement by ENGIE, on 19 April 2021 of the sale to Taiwan Cement Corporation ("TCC") of its 60.48% stake in ENGIE EPS, which is expected to close during the third quarter of 2021 (the "Transaction"). Following this announcement, the Board examined a proposal for a short and long term retention plan for both the CEO, Mr. Carlalberto Guglielminotti, and the Executive Director, Mr. Giuseppe Artizzu of ENGIE EPS, consisting in an increase of the fixed and variable compensation as well as the introduction of a long term retention bonus. This proposal was made on the basis of a benchmarking analysis conducted by Heidrick & Struggles International Inc., which was approved by the Remuneration and Nomination Committee.

On 7 May 2021, the Board of Directors of the Company approved the revised terms of the new 2021 compensation packages of MM. Carlalberto Guglielminotti (CEO) and Giuseppe Artizzu (Executive Director) set out below, but decided that, if they were approved by shareholders at the next Annual General Meeting ruling on the financial statements for the financial year ending 31 December 2020, they would also be subject to the closing of the Transaction (expected in the third quarter of 2021).

In summary, the proposed changes further described below, are as follows:

• Mr. Guglielminotti's fixed compensation for 2021 is increased from €235,000 to €300,000.00, his variable compensation is increased from 50% of his fixed compensation to 100% (subject to performance conditions and achievement percentages described below, which are basically unchanged), and he will benefit from a €1,000,000 long term retention bonus if he is still with the Company at the end of 2023.
• Mr. Artizzu's fixed compensation for 2021 is increased from €180,000 to €200,000.00, his variable compensation is increased from 35% of his fixed compensation to 50% (subject to performance conditions and achievement percentages that are also modified and are described below), and he will benefit from a €300,000 long term retention bonus if he is still with the Company at the end of 2023.

As a result of the foregoing, the description of the Compensation policy applicable to the members of the Board of Directors and of the Compensation policy applicable to the Chief Executive Officer (CEO), that were prepared in accordance with article L.22-10-8 of the Commercial Code and included in the 2020 Corporate Governance Report prepared pursuant to article L.225-37 of the Commercial Code and included in sections 13.1.2 and 13.1.3, respectively, of the Universal Registration Document are replaced in their entirety as set out in paragraphs 1 and 2 below.

These will be submitted to the approval of the shareholders at the next Annual General Meeting ruling on the financial statements for the financial year ending 31 December 2020. It should be noted that the 2021 remuneration policy of MM. Carlalberto Guglielminotti and Giuseppe Artizzu will also be modified subject to the closing of the Transaction.

1 Compensation policy applicable to the members of the Board of Directors The members of the Board of Directors are appointed for a three-yearterm.

The Board of Directors shall allocate attendance fees between the directors at the proposal of the

Remuneration and Nomination Committee, on the basis of the global amount of the attendance fees allocated by the Annual General Meeting.

This allocation takes into account the date of nomination or resignation as Board Member as well as the effective participation of the Directors to the Board of Directors' meetings and Board committees' meetings. The full compensation is due only if a Board member is appointed for the whole year and attends at least 80% of the meetings. When the Board Member is appointed for a portion of the year, the full applicable attendance fee is proportional to period he or she was actually member of the Board of Directors. When the attendance is less than 80% the applicable attendance fees are proportional to participation.

The performance of particular missions may entail a supplementary amount of attendance fees attribution or exceptional remuneration payment, subject to the regime of the regulated agreements.

A fixed compensation, proportionally to the effective period in which the Board Member is part of the Board of Directors during the year, is allocated for the participation to specialized committees.

The total compensation for the Board of Directors related to the financial year 2021 is set to €150,000. The allocation of the remuneration to each board member will be proposed by the Remuneration and Nomination Committee by the end of the financial year considering the following:

• Members of the Board of Directors appointed by ENGIE will not receive any fixed or variable compensation.
• The allocation will consider participation to dedicated committee (please refer to paragraphs 14.3 and 14.4 of the Universal Registration Document).

The table below summarizes the amount of annual attendance fee as well as allocation rules allocated between each committee for the financial year 2021:

		Audit	Remuneration	Independence
	Board	and Nomination
Board of directors	Member	committee	Committee	Committee
		member	Member	Member
Attendance fees (participation of 80% or more)
ENGIE representative on the Board of Directors	-	-	-	-
Independent Board Member	40,000
Fixed annual compensation
ENGIE representative on the Board of Directors	-	-	-	-
Independent Board Member		5,000	5,000	5,000

As a reminder, in addition to the above information, Mr. Giuseppe Artizzu, receives a compensation as board member in the controlled company EPS Italia. The compensation that Mr. Artizzu will receive in 2021 is detailed as follows:

• Fixed compensation: €200,000;
• Variable compensation: Mr Artizzu is eligible to a bonus based on qualitative and quantitative targets, as appreciated by the Board of Directors at the end of the financial year (or the beginning of the next financial year). For the financial year 2021, the variable compensation is settled to a maximum amount of 50% of his fixed compensation, corresponding to a maximum of €100,000 (subject to a potential over-achievement, as described below). Targets are settled as 70% on quantitative targets (Revenues, EBITDA and Contract secured) and 30% qualitative targets (Talent Management, social and corporate governance objectives).