Universal Registration Document: Including Annual Financial Report

Universal
Registration
Document
2020
I N C L U D I N G A N N UA L F I N A N C I A L R E P O R T
Summary
1 5
Presentation of the Group 7 Information on the share
1.1 History and organization AFR 8 capital and shareholding 179
1.2 Strategy and objectives AFR 11 5.1 Information on capital AFR 180
1.3 Innovation and R&D 12 5.2 Non-equity securities AFR 182
1.4 Financial performance AFR 13 5.3 Green Bonds 183
1.5 CSR performance AFR 16 5.4 Shareholding AFR 193
1.6 Description of the Group’s activities 19 5.5 Financial reporting schedule 195
1.7 Real estate, plant and equipment 38
2 6
Financial informations 197
Risk factors and control 41 6.1 Review of the financial position AFR 198
2.1 Risk management process AFR 43 6.2 Consolidated financial
2.2 Risk factors AFR 45 statements AFR 221
2.3 Internal control procedures AFR 61 6.3 Statutory auditors’ report
on the consolidated financial
statements AFR 328
3
6.4 Parent company financial
Non-Financial Statement statements for the year
and CSR information AFR 65 ended December 31, 2020 AFR 334
6.5 Statutory auditors’ report
3.1 Corporate Social Responsibility 66
on the financial statements AFR 378
3.2 Business model 69
7
3.3 Analysis of main CSR risks
and challenges 71
3.4 Social information 82
Additional information 383
3.5 Environmental information 97 7.1 General information on ENGIE
and its bylaws 384
3.6 Societal information 105
7.2 Material contracts 385
3.7 Purchasing, subcontracting
and suppliers 108 7.3 Litigation and arbitration AFR 386
3.8 Ethics and compliance 109 7.4 Public documents 386
3.9 Vigilance Plan (synthesis) 111 7.5 Party responsible for the Universal
3.10 registration document AFR 386
Report by one of the Statutory
Auditors, appointed as independent 7.6 Conversion table 387
third party, on the consolidated 7.7 Units of Measurement 387
non financial statement 115
7.8 Short forms and acronyms 388
3.11 Statutory auditors’ reasonable
7.9 Glossary 389
assurance report on selected social,
environmental and governance 7.10 Comparison table 392
information 117
4
Governance 119
4.1 Corporate governance bodies AFR 120
4.2 Dialog with shareholders AFR 147
4.3 General Management AFR 148
4.4 Compensation and benefits paid
to members of the administration
and management bodies AFR 149
4.5 Additional information concerning
corporate governance 171
4.6 Corporate Governance Code 176
4.7 Statutory auditors' report on related
party agreements 177
AFR Information disclosed in the Annual Financial Report is indicated in the contents by the pictogramm
Universal
registration
document
2020
INCLUDING ANNUAL FINANCIAL REPORT
This Universal registration document has been filed on

March 17, 2021 with the AMF, as competent authority
under Regulation (EU) 2017/1129, without prior
approval pursuant to Article 9 of the said regulation.
The Universal registration document may be used for the
purposes of an offer to the public of securities or
admission of securities to trading on a regulated market
if completed by a securities note and, if applicable, a
summary and any amendments to the Universal
registration document. The whole is approved by the
AMF in accordance with Regulation (EU) 2017/1129.
The annual financial report is a reproduction of the
official version of the annual financial report which has
been prepared in ESEF (European Single Electronic
Format) and is available on the issuer's website.
MESSAGE FROM THE CHAIRMAN
OF THE BOARD OF DIRECTORS
AND THE CHIEF EXECUTIVE OFFICER
2020 was a pivotal year for ENGIE:

despite the shock of the pandemic,
we continued to prepare
for the Group’s future by laying
the foundations for a strategic
transformation in line with
our purpose.
The year 2020 was characterized by the Climate change is increasingly high
health crisis and its economic consequences. on the agenda for businesses and public
How did ENGIE get through it? authorities alike. How is ENGIE preparing
for this?
Jean-Pierre Clamadieu: During this period, ENGIE and
its employees have shown tremendous mobilization Jean-Pierre Clamadieu: The health crisis has made the
and a remarkable ability to adapt. We are an energy vulnerability of our societies to major risks, starting
producer and supplier, and we know that every com- with those related to climate change, considerably
pany, every community, and every household needs more noticeable. We have seen this in Europe, where
energy. It was therefore necessary to ensure continuity recovery plans include major components designed to
of service to our customers while guaranteeing the best accelerate the decarbonization of the economy, and
sanitary conditions for our employees; to do this, we the United States is now embarking on the same path.
made massive changes, sometimes in just a few hours, Against this backdrop, the purpose statement that our
to our working methods. Our teams are well aware of shareholders approved unanimously in 2020 – by a
their public service role and what this implies in terms 99.9% vote – provides a clear framework for our
of mobilization, even in extreme situations. Like many strategic decisions. It also shows that Engie’s Board of
companies, we also reached out to our shareholders, Directors and the Group’s teams became aware earlier
asking them to waive the dividend for 2020. This than others of the transformations occurring, and that
allowed us to maintain leeway at a time when we still we are therefore in a better position to benefit from
didn’t know the full depth of the crisis or how long it the opportunities that they open up.
would last. We are pleased to propose a return to our
Catherine MacGregor: Over the past few months, we
dividend policy to the 2021 Shareholders’ Meeting.
have constantly demonstrated our ability to align our
Catherine MacGregor: I am struck on a daily basis by industrial resources with the energy transition. For
the incredible commitment of our teams and their example, we added 3 GW of renewable power capacity
desire to go the extra mile in the energy transition. I’m to the grids, mainly in offshore wind, and negotiated
very proud to be working with the entire ENGIE team, corporate PPA for a total of 1.5 GW. We also earned the
alongside our customers and regions, to accelerate the Science Based Targets certification, which means that
transition towards a carbon-neutral economy. This the Group is now on a trajectory to reducing its
commitment has allowed the Group to get through the greenhouse gas emissions in line with the Paris Agree-
crisis. The full-year results that we announced in ment. We are now positioned to make a commitment to
February very much speak to this. Not surprisingly, the move out of coal-fired energy production by 2025 in
Group is suffering from the 2020 economic downturn, Europe and by 2027 worldwide. Climate objectives will
but our performance recovered noticeably starting in soon be systematically incorporated into the variable
the second half. This is extremely satisfying for us compensation criteria of the Group’s executive mana-
because it shows ENGIE’s resilience and our ability to gers and certain key employees.
bounce back. This allows us to approach 2021 with
complete calm.
2 Universal registration document 2020 / ENGIE

“ I’m very proud to be working
with the entire ENGIE team,
alongside our customers and
regions, to accelerate the transition
towards a carbon-neutral economy. ”
Catherine MacGregor
Chief Executive Officer
“ The purpose statement that our

shareholders approved unanimously
in 2020 will be invaluable in guiding
our key strategic decisions. ”
Jean-Pierre Clamadieu
Chairman of the Board of Directors
The Group has also continued to work

on its strategic challenges. Catherine MacGregor: Renewable energy and energy
What can you tell us about that? infrastructures are our two key strengths. They
enhance each other, and this is where we will have the
Jean-Pierre Clamadieu: Within the context of modern greatest impact, because we have a unique lead and
and effective governance that acknowledges everyone’s unparalleled knowledge. Both require an ability to
roles, the Board of Directors has set the Group’s strategic finance, design and operate complex systems over the
trajectories for the years to come. Guided by our long term. This is where I see the legacy of our history.
purpose and the conviction that we needed to move Over the years, from Compagnie de SUEZ to Société
forward in the direction of simplifying and clarifying our Générale de Belgique, Tractebel, Electrabel, International
priorities, in July 2020, we announced that we would Power and of course Gaz de France, we have helped
henceforth focus on two strategic areas, renewable finance and operate infrastructures at every major
energies and energy infrastructure, while concentrating economic turning point. Today we must concentrate our
our Client Solutions activities around operations related efforts into making our transformation a success and
to the optimization of the use of energy. After an in- seizing the opportunities created by the energy
depth research and selection process, the Board of transition in both France and around the world. With
Directors chose to appoint Catherine MacGregor as the the management team by my side, I will present our
Group’s CEO, because she brings the experience and strategic road map to our shareholders when we report
unique qualities needed to successfully implement these our quarterly results and at the next Shareholders’
strategic objectives. Meeting.
Universal registration document 2020 / ENGIE 3

E N G I E AT A G L A N C E
ENGIE a THE PURPOSE
leader in Accelerate the

transition to a carbon
energy neutral economy
transition “ Act to accelerate the transition

to a carbon-neutral economy, through
low-energy solutions that are more
respectful of the environment. The
purpose brings together the company,
its employees, its clients and its
shareholders, and reconciles economic
performance with a positive impact
on people and the planet. ENGIE’s
action is assessed in its entirety
and over time. ”
OUR BUSINESS LINES
RENEWABLES NETWORKS CLIENT SOLUTIONS THERMAL & SUPPLY
REST OF EUROPE
NORTH AMERICA
4.2 bn€ 15.7 bn€

revenue
revenue
FRANCE
20.3 bn€ OTHER 1

revenue
8.4 bn€
revenue
LATIN AMERICA
MIDDLE EAST,
4.8 bn€ AFRICA, ASIA
revenue
2.4 bn€
revenue

E N G I E AT A G L A N C E
ENGIE’s Key figures 2
172,703 20.1 billion €190 million

employees revenue for spent on R&D
Client Solutions
55.8 billion €12 billion

revenue +39,000 km green bond issued
of gas transmission since 2014
31.1 GW network
2020 proposed
dividend of
installed renewables
capacity (+3 GW in 2020) 60.1 GW €0.53
thermal generation
per share
2020 2030
Financial CSR targets
results 43 Mt
GHG emissions
Current Operating Income: for energy generation
€4.6 bn
Net Recurring Income, 58% 3
group share: €1.7bn of renewable energy in
“Strong investment grade” the electricity production
capacity mix
rating
Economic net debt to EBITDA
ratio: 4x 50%
of women in Group
management
1- Encompasses the activities of GEM, Tractebel, GTT, Hydrogen and the Group’s holding and corporate activities
2- December 31, 2020
3- Counted at 100% regardless of the rate of detention

Annual Financial Report, Management Report and Board of Directors’ Report on corporate governance
This Universal registration document includes (i) all the items of the Annual Financial Report mentioned in section I of Article
L.451-1-2 of the French Monetary and Financial Code, and in Article 222-3 of the General Regulations of the Autorité des
Marchés Financiers (AMF), the French Financial Markets Authority, (ii) all the mandatory information included in the Management
Report of the Board of Directors to the Annual Shareholders’ Meeting of May 20, 2021, as stipulated in Article L.225-100 of
the French Commercial Code, and (iii) all the information included in the Board of Directors’ Report on corporate governance as
provided for in Article L.225-37 of the French Commercial Code.
Appended to this document is a comparison table between the documents mentioned in these texts and the corresponding
headings in this document.
Incorporation by reference
In accordance with Article 19 of European Regulation No. 2017/1129 of June 14, 2017, this Universal registration document
incorporates by reference the following information, to which the reader should refer:
• for the ENGIE fiscal year ended December 31, 2019: the management report, consolidated financial statements prepared
according to IFRS and the related Statutory Auditors’ report appearing on pages 196 to 216 and 217 to 345 of the registration
document filed with the AMF on March 18, 2020 under number D.20-0141;
• for the ENGIE fiscal year ended December 31, 2018: the management report, consolidated financial statements prepared
according to IFRS and the related Statutory Auditors’ report appearing on pages 186 to 204 and 205 to 344 of the registration
document filed with the AMF on March 20, 2019 under number D.19-0177.
The information included in these documents, along with the information mentioned above, is replaced or updated, as necessary,
by the information included in this Universal registration document. These documents are available under the conditions
described in Section 7.4 “Documents available to the public” of this Universal registration document.
Forward-looking information and market data

This Universal registration document contains forward-looking information, particularly in Section 1.1 “History and organization”,
Section 1.6 “Description of the Group's activities”, and Section 6.1.1.1.2 “Financial targets”. This information is not historical data
and therefore should not be construed as a guarantee that the events and data mentioned will occur or that the objectives will be
achieved, since these are by nature subject to unpredictable events and external factors, such especially as those described in
Chapter 2 “Risk factors and control”.
Unless otherwise stated, the market data appearing in this Universal registration document comes from internal estimates by
ENGIE based on publicly available data.
Note
In this Universal registration document, the terms “ENGIE,” the “Company,” the “Issuer,” and the “Enterprise” refer to ENGIE. The
term “Group” refers to ENGIE and its subsidiaries.
A list of units of measurement, abbreviations and acronyms and a glossary of the most frequently used technical terms are
featured in Sections 7.6, 7.7, 7.8 and 7.9 of this Universal registration document.
Copies of this Universal registration document are available at no cost on the Company website (engie.com), on the website of
the AMF (amf-france.org), as well as from ENGIE, 1 place Samuel de Champlain, 92400 Courbevoie (France).

1
Presentation
of the Group
1.1 History and organization 8 1.5 CSR performance 16

1.1.1 Presentation 8 1.5.1 CSR policy 16
1.1.2 History and evolution 1.5.2 2020 CSR targets 16
of the Company 8
1.5.3 2030 CSR targets 17
1.1.3 Organization of the Group 9
1.5.4 CSR ratings 18
1.2 Strategy and objectives 11 1.6 Description of the Group’s activities 19
1.2.1 Positioning 11
1.6.1 France 19
1.2.2 The strategic acceleration in 2020 11
1.6.2 Rest of Europe 25
1.2.3 Internal performance 12
1.6.3 Latin America 29
1.3 Innovation and R&D 12 1.6.4 United States and Canada 31
1.6.5 Middle East, Asia & Africa 32
1.4 Financial performance 13
1.6.6 Others 34
1.4.1 2020 Highlights 13
1.4.2 Financial targets for 2021 14 1.7 Real estate, plant and equipment 38
1.4.3 2020 key financials 15

1 Presentation of the Group
1.1 History and organization

1.1.1 Presentation
“The purpose (“Raison d'être”) of ENGIE is to act to accelerate • centralized energy networks: the Group is the leading gas
the transition to a carbon-neutral economy, through low- network operator in Europe, particularly through
energy solutions that are more respectful of the environment. independent subsidiaries, with a portfolio that includes
The purpose brings together the company, its employees, its transmission networks, distribution networks, and LNG
clients and its shareholders, and reconciles economic storage and terminals. It is also a major player in Mexico
performance with a positive impact on people and the planet. and Brazil, operating gas and electricity transmission
ENGIE’s action is assessed in its entirety and over time.ˮ networks;
ENGIE is a European and world leader(1) in low-carbon • decentralized energy networks and energy services: ENGIE
electricity production, centralized and decentralized energy is the world’s largest cooling network operator and third
networks, and associated services: largest heating network operator (in TWh). Within Europe,
• low-carbon power generation and gas and electricity it is the leading supplier of energy efficiency services and
supply: ENGIE is the second-largest hydropower operator, the number one supplier of installation services. ENGIE is
the number one wind and solar energy company in France also the world’s second largest supplier of charging stations
and a benchmark operator in nuclear energy in Belgium. for electric vehicles.
The Group is one of the leading power producers in Europe. ENGIE has taken a leadership position in new distributed
ENGIE is a key player in international tenders, particularly generation segments and in solar units for industrial and
in Latin America and the Middle East, with strong positions commercial customers. It also ranks fifth in microgrids and
in Brazil, Peru, Mexico and Chile. isolated microgrids.
ENGIE provides gas and electricity to end-customers The Group relies on its key business lines (Renewables,
worldwide, with around 21 million contracts. Nearly half of Decentralized infrastructure, Client Solutions, Thermal
its customers are located outside France. Generation and Energy Supply) to offer its customers
In Europe, ENGIE is one of the top gas sellers and importers. competitive, high value-added solutions that enable them to
In France, ENGIE is the historic leader of gas marketing achieve their carbon-neutrality targets. Thanks to these
and the second-largest producer and supplier of electricity. business lines, it can act in different areas to decarbonize
In Belgium, ENGIE, through its subsidiary Electrabel, is the power production equipment, set up high-performance urban
leading producer and supplier of electricity and supplier of networks, and offer associated energy efficiency services.
natural gas; The Group’s website is: www.engie.com. Not all the
information available on this website is included in this
Universal registration document.
1.1.2 History and evolution of the Company

The Company is the result of the merger of SUEZ into Gaz de The deregulation of European energy markets in the early
France, following the decisions of the Combined General 1990s accelerated the international development of both Gaz
Shareholders’ Meetings of Gaz de France and SUEZ of July 16, de France and SUEZ, which progressively expanded their
2008. The merger took effect on July 22, 2008. activities beyond their respective traditional markets, both in
Gaz de France was initially incorporated in 1946 as an EPIC Europe and internationally.
(French public industrial and commercial enterprise). It On February 3, 2011, GDF SUEZ completed a merger with
became a limited liability company with a 99-year term International Power. In 2012, it reaffirmed its strategy to
under Law 2004-803 of August 9, 2004, on the public service become a leading player on the global energy market,
of electricity and gas and electricity and gas companies finalizing the purchase of shares held by the minority
(amending Law 46-628 of April 8, 1946). shareholders of International Power on June 29.
On July 7, 2005, Gaz de France publicly floated its shares on On July 29, 2015, the Extraordinary General Shareholders’
the stock market. The Company’s shares were first listed on Meeting approved a change in the Company name, and
July 7, 2005. adopted “ENGIE” as its new legal name.
Law 2004-803 of August 9, 2004, as amended by Law 2006- The SUEZ Environnement Company shareholders’ agreement
1537 of December 7, 2006, governing the energy sector and expired on July 22, 2013, and was not renewed. The cooperation
Decree 2007-1784 of December 19, 2007, authorized the and shared functions agreement and the financing agreement
transfer of the Company from the public to the private sector. between the Company and SUEZ Environnement Company
On July 22, 2008, Gaz de France absorbed SUEZ in a merger have also come to an end. The Company now uses the equity
which entailed transferring the majority of the Company’s method to consolidate SUEZ Environnement Company’s activities
share capital to the private sector. The new Company took in its financial statements, rather than full consolidation.
the name “GDF SUEZ”. In early March 2016, the two companies signed an agreement
SUEZ itself was the result of the merger in 1997 of providing for the contribution by ENGIE to SUEZ of all of the
Compagnie de Suez and Lyonnaise des Eaux. SUEZ became an share capital of SUEZ IP, which owns all intellectual property
international industrial and services group whose objective rights related to the SUEZ brand. On October 5, 2020, ENGIE
was to meet essential requirements in electricity, gas, energy sold the majority of its stake in Suez, i.e. 29.9% of the capital,
and industry services, water and waste management. to Véolia.
(1) These competitive positions are established on the basis of specialist work within the Group, carried out using available information
published by stakeholders or entities providing external analysis (Bloomberg and Global Data)

Presentation of the Group
On May 14, 2020, the shareholders’ meeting approved the purpose brings together the company, its employees, its clients
introduction to the bylaws of the Company’s purpose: “The and its shareholders, and reconciles economic performance with
purpose (“Raison d'être”) of ENGIE is to act to accelerate the a positive impact on people and the planet. ENGIE’s action is
transition to a carbon-neutral economy, through low-energy assessed in its entirety and over time.ˮ
solutions that are more respectful of the environment. The
1.1.3 Organization of the Group

At the end of 2020, ENGIE was made up of 25 operating The new Executive Committee is therefore structured around
entities (Business Units or BUs), four Global Business Lines four main business lines: Renewables, Networks, Client
and various support and operating functions (see Section 1.6 Solutions, and Thermal Generation and Energy Supply.
“Description of the Group's activities”). There is also a twenty- Activities related to nuclear and energy management will be
sixth entity comprising the holding and corporate activities, managed separately in view of their specific features.
including the entities responsible for the Group’s centralized Following the strategic review of Client Solutions (see Section
financing, ENGIE SA’s Businesses and Local Authorities 1.2), a new entity will be created, based on multi-technical
activity, and the contribution of the associate SUEZ until its service activities.
disposal. The support and operational functions have been streamlined
In the second half of 2020, the Group confirmed its strategic into four areas:
objectives, (i) accelerating in Renewables and Networks • General Secretariat, Strategy, Research and Innovation, and
(particularly in its decentralized activities), (ii) a strategic Communication;
review of a part of its Client Solutions business, and (iii)
• Finance, Corporate Social Responsibility, and Purchasing;
increasing its asset rotation programme to finance growth in
Renewables and Networks. • Digital and Information Systems; and
• Human Resources. The Shared Service Centers report to the
In parallel, the refocusing of geographical areas has
General Secretariat.
continued. The Africa BU and the China BU were merged with
the Middle East, South and Central Asia, and the Asia Pacific Each activity and transversal function identified reports
BU, respectively, on January 1st, 2021. directly to an Executive Committee member.
In early January 2021, Catherine MacGregor instigated a The organization as at December 31, 2020 and the changes
change to bring ENGIE’s organization into line with the that have taken place since early 2021 are described below.
strategic objectives, simplify the Group’s management with a
focus on performance, and, lastly, to make the organization
easier to understand, both internally and externally.
1.1.3.1 Description of the Business Units

The Group’s various BUs implement strategy at the level of • in Europe and worldwide, and nine geographical BUs: North
the four main business lines. Most of them are constituted to America; Latin America; Asia Pacific China; Benelux; Brazil;
manage operations for a country or group of countries, North, South and Eastern Europe; South and Central Asia,
depending on the density of the activities carried out in the Turkey and Africa; and UK and Generation Europe. These
geographical areas concerned. They bring together the geographical BUs are responsible for the central
Group’s activities to meet the expectations of their customers management of all Group activities within their region;
and stakeholders in a given area. • lastly, in addition to the operating entities, there are four
The following were therefore created: global BUs with worldwide scope: Global Energy
• in France, seven BUs dedicated to the activities, one BU in Management, Gaztransport & Technigaz (GTT), Tractebel,
charge of renewables development (France Renewable), and Hydrogen. A fifth dedicated BU is also responsible for
four BUs dedicated to the gas networks (transmission; operating the nuclear generation units in Belgium.
distribution; terminals, and storage), one BU dedicated to Each of these BUs is represented on the Group Executive
Client Solutions (Engie Solutions), divided into three groups Committee by an Executive Vice President, who oversees it.
(Cities & Communities, Properties & Proximity, and
Industries), one BU in charge of BtoC sales;
1.1.3.2 Description of the Global Business Lines

The four Global Business Lines, created in April 2019, • identify and establish global partnerships;
complete this geographical structure. They cover the following • support, measure and present the overall performance
business sectors: Renewables, Networks, Client Solutions and activities.
Thermal (see Section 6.2.2 “Consolidated financial statements –
With these GBLs, the activities of energy supply and
Note 6 Segment information”). A Director manages each GBL,
management and nuclear constitute the Group’s six main
reporting to an Executive Vice-President who is an Executive
families of activities.
Committee member. The aim of these GBLs is to:
On February 1, 2021, the scope of the GBL Thermal changed
• put forward an inter-BU strategy for the activity;
into Thermal Production and Energy Supply, with the nuclear
• prioritize the allocation of resources between the various BUs; and energy supply activities remaining autonomous.
• identify and oversee the main digital and excellence
transversal programs;

1.1.3.3 Description of the support and operational functions

The support functions and the operational functions complete The Company operates its own business. The number of
the organization. They aim to reinforce the action of the subsidiaries directly or indirectly controlled by the Company
Global Business Lines to develop synergies within the Group was 3,327 at the end of 2020. In addition to the lists
and support the BUs. As of February 1, 2021, the support provided in Section 6.2.2 “Consolidated financial statements –
functions are divided into four areas: Note 2, Main subsidiaries at December 31, 2020” and
• General Secretariat, Strategy, Research and Innovation, and Section 6.4.2 “Parent company financial statements –
Communication. The Group’s Shared Service Centers report Note 4.4, Subsidiaries and affiliates,” a list of subsidiaries can
to these functions; be found on the Group’s website (www.engie.com, regulated
information section).
• Finance, Corporate Social Responsibility, and Purchasing;
• Digital and Information Systems; The presentation of the Company’s activities and the strategic
economic assets of its main subsidiaries as well as their
• Human Resources.
geographical location are presented in Section 1.6
In addition, a cross-functional area dedicated to the “Description of the Group’s activities.”
transformation and management of the geographical BUs
supports the operating performance of the businesses.
SIMPLIFIED ORGANIZATION FOCUSED

ON STRATEGY IMPLEMENTATION
Activities structured around four business lines
CLIENT THERMAL
4 GBL RENEWABLES NETWORKS
SOLUTIONS & SUPPLY
16 BU
geographies
Elengy ENGIE Solutions
France
7 BU Renewables
GRDF Industry
France BtoC
GRTgaz Services and Proximity
FRANCE Storengy Cities and Communities
4 BU Benelux United Kingdom

WORLD North, South and Eastern Europe Generation Europe
North America Brazil

5 BU Latin America Middle East, South and Central Asia,
WORLD Asia Pacific China Turkey, Africa
5 GLOBAL GEM Nuclear GTT Tractebel Hydrogen

BU
General Secretariat
Strategy Finance, Corporate Digital and
Research & Innovation Transformation Human
Social Responsibility, Information
Communication and Geographies Resources
and Purchasing Systems
Global Business Support
Pooling of support functions

and operational management
Organization as of February 1st, 2021

1.2 Strategy and objectives
1.2 Strategy and objectives

1.2.1 Positioning
The Group was one of the first to adopt a purpose, at its 2020 clarification of its strategy, announcing its priorities for growth
shareholders’ meeting. The purpose sets out its already in renewable energy and networks.
existing aim of working towards a carbon-neutral energy The Group thus confirmed its aim of becoming the world
transition. It allows the Group to make a long-term leader in the energy and climate transition of companies and
commitment in the service of all of its stakeholders. The local authorities.
Group hopes that, through this purpose, it will have a positive
The public, and particularly the younger generations, are
impact on society and meet growing demand from citizens,
increasingly voicing concern about the climate. This
politicians and industry for large-scale decarbonization.
unprecedented worldwide health crisis has accelerated global
In recent years, the ENGIE Group has undergone a deep awareness. When drawing up their economic recovery plans,
transformation, by focusing its development on three core many governments have confirmed their aim of combating
activities: renewable energy, networks and energy efficiency, climate change. As well as its economic impact (Section 1.4),
while firmly positioning itself in innovative activities (green this crisis has strengthened the Group’s resolve, making it
mobility and smart grids in particular). This transformation has possible to step up the implementation of its strategy in its
allowed ENGIE to return to organic growth. In 2020, ENGIE various areas of activity.
embarked on a new stage of simplification of the Group and
1.2.2 The strategic acceleration in 2020

Able to mobilize additional energy drivers to serve the biomethane and hydrogen will be prioritized. Worldwide,
transition, the Group has core competencies throughout the the Group’s investments are fostering the development of
value chain, from production, transmission, distribution, and balanced, decarbonized energy mixes: the development of
service through to the end-consumer. Its strong positions in gas networks is thus supported where this allows for
renewable energy, and both centralized networks and immediate steps to be taken to decarbonize the energy
decentralized urban networks, allow it to generate synergies system.
that are essential for the roll-out of ambitious decarbonization • Decentralized energy networks and energy services: to propose
programs to its customers. large-scale integrated solutions based on long-term contracts.
It can also mobilize its cross-functional capacity in financial Following the strategic review of its Client Solutions activities,
engineering, project structuring and management, as well as its the Group will focus on developing decentralized energy
global digital platforms, to benefit the two drivers of the networks and associated services (urban heating and cooling
transition: a greener energy supply and more efficient and networks, decentralized power production for use on-site,
smarter energy usage. energy efficiency, the smart city, green mobility, and
To make the most of its advantages, a renewed strategic focus on engineering). It offers its customers integrated solutions to meet
core businesses and skills, bringing value-added for the transition, their decarbonization needs, based on long-term contracts, that
was launched in 2020. This refocusing is based on a provide visibility and resilience as well as attractive growth
simplification of the business areas around strategic objectives. potential.
These objectives are structured as follows by business line: • Thermal production and energy supply: to develop low-
carbon capacity and support the transition of existing power
• Renewables: to develop green power generation resources
systems; in addition to investments in renewables, the
within an integrated system; the acceleration of
Group is pursuing targeted development of thermal
investments in renewable energy is the foundation for a
capacity. This objective also fits within the context and
medium-term target of 4 GW per year of renewable
specific needs of each country where the Group operates, in
electricity commissioned. Investments in onshore wind and
order to meet the need for flexibility in the power system
ground-mounted solar power will continue. Offshore wind,
and to enable the first stage of decarbonization. The aim is
through the Ocean Wind joint venture with EDPR, is a high
still to disengage from the remaining carbon capacity. In
priority, with target capacity of 5 to 7 GW in operation or
response to growing demand for the supply of decarbonized
under construction in 2025. ENGIE is a major player in
energy and management of consumption, new offers are
hydropower generation, particularly in Brazil and France:
being developed for the Group’s retail customers (for
there will be targeted development in this area.
example, Green Electricity, launched in 2016, the Heating
• Networks: to invest in high-performance networks for the Pack, launched in 2016, the Edeiris Connected Boiler and €1
energy transition, supporting balanced, carbon neutral Boiler in January 2019, the MesDépanneurs platform,
energy mixes; heavy investment in the gas and electricity purchased in late 2017, and the My Power PV roof offer).
networks should be expected in the coming years. They Comprehensive green energy supply solutions with a local
are responding to the challenge of energy access in component are offered to its business customers, with long-
emerging economies, and of implementing the energy term contracts and energy efficiency commitments. Lastly,
transition everywhere, with adaptation to the injection and the development of green gas (hydrogen and biomethane)
transmission of renewable energy. The high-performance will be a strategic target, particularly in the context of the
operation of the French gas networks through independent French recovery plan and the European Commission
subsidiaries and their adaptation to the development of initiatives.

1.3 Innovation and R&D
• Energy management and nuclear: Management of the In addition, the process of disengaging from ENDEL and GTT
energy markets remains a strong point of the Group: it is has been announced. Lastly, the strategic review of Client
based on recognized financial and market expertise and Solutions resulted in a decision to create a new entity bringing
takes account of renewable energy in its evolution. In together the multi-technical services activities, which are not
nuclear, following the Belgian government’s confirmation destined to remain within the Group in the long term. Details
of its intention to withdraw from nuclear, the Group has of the configuration of this entity and how its shareholding
been supporting the transition of the Belgian power structure will develop will be provided during 2021.
system, while complying with the highest nuclear safety The Group also pursued its aim of simplifying its geographical
standards. footprint in 2020. ENGIE plans to refocus its activities,
The simplification of the Group around these objectives led to decreasing them from more than 70 geographical areas in
a strategic review of the assets engaged in early 2020. 2019 to approximately 30 in 2023. The aim is to be one of the
The review resulted in the gradual identification of the three leading groups in these geographical areas and to
business segments that had to be sold or put on the market. densify its operations in these regions. The financial resources
Most of the Group's stake SUEZ was therefore disposed of in released by these disposals will enable an ambitious program
October 2020. to be established to fund growth and step up its target
activities.
1.2.3 Internal performance

The Lean program, designed to reduce the Group’s internal In terms of human resources, the Group is implementing an
costs and strengthen its profitability, has continued. action plan, in order to become more agile and adapt to the
2019–2021 performance program targets are confirmed. The changes in its environment. The plan makes individual and
program consists of cost reduction initiatives, spanning collective concerns a central part of the transformation.
purchasing, dematerialization, and the Shared Service Centers. It is based on three strategic areas:
It identifies revenue and margin enhancement opportunities • culture and leadership: decentralized responsibility,
through the optimization of ENGIE’s assets and customer innovation and performance;
offers.
• the adaptation of skills and Métiers to client and digital
The aggregate operating profit impact of the program at COI solutions;
level is currently targeted at €800 million, with delivery • agile organization, project mode and continuous
weighted slightly towards 2020 and 2021. At end-2020, the improvement.
results were in line with targets and savings of more than
€500 million had already been made.
1.3 Innovation and R&D

Research and Innovation plays an important role in the • Horizon 3 – suggestions for future growth: to ensure
achievement of the ENGIE’s strategic objectives. Being a profitable future growth, ENGIE is creating alternatives
major player in the energy transition means being at the now, through research projects, secondary investments in
forefront of new trends, technologies and business models. start-ups, and in-depth strategic analyses of technologies/
Innovation is rich, abundant and omni-present in ENGIE’s trends likely to disrupt the market.
projects. In 2020, a coordination process for innovation, The Research & Technologies network, which is led and
designed to align all of the Group’s stakeholders, resulted in managed by ENGIE Research encompasses all the Group
the creation of strategic road maps for Group innovation entities and BUs conducting research related to their areas of
around priority areas, selected according to ENGIE’s main activity and operations, as well as the R&D teams of CRIGEN,
markets (Renewables, Networks, Client Solutions, and Thermal Laborelec, Tractebel, Storengy, ENGIE Impact and Cylergie.
Generation and Energy Supply). The implementation of this Business research is structured into 23 themed Labs working
strategy was based on cross-functional management of on all aspects of detecting, testing, and developing new
operational action plans common to all the contributing technologies, thus helping our BUs stay competitive and
entities, guided by operational pilot studies. prepare for the future. The research road map, which is
In line with the innovation strategy, ENGIE’s research and updated yearly, ensures that major emerging technological
innovation activities meet a certain number of companies’ trends are taken on board. The Labs can also provide the
needs to ensure their future growth, with regard to three necessary technical support for key operations, innovation
horizons: projects and the long-term continuation of activities.
• Horizon 1 – current activity: remaining competitive on the The main events in 2020 were the opening of ENGIE’s new
market entails improving the efficiency of current business research center (CRIGEN) in Stains (France), which is
processes and technologies and introducing changes dedicated to green gas and carbon neutral solutions, and the
gradually in response to customer’s evolving needs; commissioning of the REIDS SPORE (multi-fluids micro-grid)
• Horizon 2 – new opportunities: in order to benefit from research platform in Singapore. A new Lab dedicated to smart
potential new technologies and business models, these grids and a bifacial photovoltaic panel testing platform were
have to be tested, approved and employed in opened at Laborelec.
industrialization and marketing as soon as possible; In 2020, Group expenditure on research and technological
development amounted to €190 million.

1.4 Financial performance
The Group’s many innovation teams, coordinated by the Business future through secondary investments in start-ups with
Innovation Ecosystems team, are working on innovation projects promising new technologies and/or business models
relating to all three horizons and all geographical areas. ENGIE’s (€50 million invested in start-ups in 2020, 26 investments to
annual Innovation Awards receives more than 500 submissions date). Global Smart Businesses manages the start-ups after
every year (540 projects in 2020) and there are various other acquisition so that they are integrated and made into entities
functional innovation awards. At the entity level, they dedicated to ENGIE. The BUs also acquire start-ups in order to
demonstrate an innovative spirit and the successful enhancement resolve local challenges, and Rassembleurs d’Énergies invests
of operations, technologies and management systems through in companies with a strong environmental and/or societal
innovation. They are also evidence of the practical realization of impact.
new and disruptive business ideas. In the spirit of a true “open ENGIE Factories in Paris, Singapore and Santiago create and
innovation” approach, many of these projects were created in develop subsidiaries on the basis of sensitive issues and
partnership with start-ups, suppliers, customers and other business opportunities arising from real life, combining
stakeholders. technological components and business models derived from
Start-ups are engaged in many aspects of the organization. internal and external sources.
They take part in collaborative projects and partnerships, Digital transformation is a key aspect of innovation with a
as suppliers of new products and services. They are also number of digital projects detected through the various
sometimes investment targets in various structures at the Innovation Trophies and supported by our internal platforms
Company or BU level. ENGIE New Ventures, our corporate (DigiPlace, Common Data Hub, Inner Source) and communities
venture capital (CVC) subsidiary, offers alternatives for ENGIE’s (ENGIE Digital 50).

1.4.1 2020 Highlights
Rapid progress on a new strategic orientation Update on Belgian Nuclear Assets
Following the announcement in July of a new strategic Following the announcements of the Belgian government in
orientation to simplify the Group and accelerate growth in Q4 2020, it has been decided to stop all the preparation
Renewables and Infrastructure assets, ENGIE has delivered works that would allow a 20-year extension of two units
rapid progress, despite the challenging backdrop. beyond 2025, as it seems unlikely that such an extension can
The disposal of 29.9% shareholding in SUEZ for €3.4bn was take place given the technical and regulatory constraints. This
completed in October, and ENGIE launched strategic reviews change in lifetime assumption as well as changes in the
of a significant part of Client Solutions activities, GTT and commodity price scenario have led to an impairment of
ENGIE EPS. €2.9bn for nuclear assets, which have been accounted as non-
recurring items in the 2020 P&L.
In addition, ENGIE also progressed on geographic rationalisation
and strengthening its position in key countries. An example of ENGIE remains committed to Belgium and to contributing to
this is the acquisition of an additional 7% shareholding in ENGIE the country's security of supply. Alongside renewables, the
Energia Chile, thereby reducing the level of minority holdings. Group is also developing projects of up to 3 GW of gas-fired
power plants. These projects could participate in the Belgian
A strategic review of part of Client Solutions was launched
Capacity Remuneration Market through auctions in the
towards the potential creation of a new leader in multi-technical
second-half of this year, once approved by the European
services, which would benefit from scale and strong growth
authorities.
prospects. In February 2021, the employee representatives
consultation related to the proposed organization design for Continued operational delivery and €4bn growth investment,
the new entity was launched. This consultation is expected to despite challenging backdrop
conclude by the end of the second quarter of 2021. The Group Operationally, the Group continuously adapted processes to
will consider next steps and review future ownership options ensure delivery of essential services, while maintaining high
for the potential new entity in the second half of this year. health and safety standards. Overall Capex amounted to
ENGIE will consider all options to maximize value and will act €7.7 billion in 2020, including €4.0 billion of growth
in the interests of all stakeholders. investments, €2.4 billion of maintenance Capex and
A new Executive Committee and simplified business €1.3 billion of nuclear funding.
organisation Over 90% of growth investment was dedicated to
In January, the appointment of new Executive Committee Renewables, Networks and Asset-based Client Solutions
(ExCom) was announced reflecting the intention to implement activities in line with the new strategic direction announced
a simplified business organisation focused on four in July.
businesses: Renewables, Networks, Client Solutions and
Thermal & Supply. Along with the ExCom members
responsible for functional activities and specific projects, the
new leadership team is engaged in executing ENGIE’s new
strategic direction and enhancing the Group’s performance
culture.

Delivering on ESG goals, commitment to exit coal in Europe ENGIE also increased the share of renewables in its portfolio
by 2025 and globally by 2027 to 31% in 2020 from 28% at the end of 2019 with the
Carbon neutrality is at the heart of ENGIE’s purpose and addition of 5 GW of renewables.
central to its strategic direction. In 2020, greenhouse gas On gender diversity, there was a small increase in the number
emissions were reduced by 9% to 68 million tons from energy of women in the management and ENGIE had 24% women in
production benefitting mainly from the disposal of coal management at the end of 2020.
plants in Western Europe. 2020 Dividend proposed at top-end of payout ratio
ENGIE has today announced a commitment to exit all coal The Board has reaffirmed the Group’s dividend policy of
assets in Europe by 2025 and globally by 2027, including NRIgs payout ratio in the range of 65 to 75%. For 2020, the
coal generation for DHC networks. As a reminder, coal Board has proposed a payout ratio of 75%, at the top end of
represents 4 GW of ENGIE’s 101 GW centralized power the policy range. This translates to a dividend of €0.53 per
generation portfolio. share, which will be proposed for shareholder approval at
AGM on the 20th of May.
1.4.2 Financial targets for 2021

When presenting its 2020 annual results ENGIE updated its Included within this guidance is an estimated impact that
financial objectives for 2021. follows the extreme cold weather in Texas earlier this month.
2021 Guidance expects significant improvement ENGIE is assessing the situation, which mainly affects
Renewables and Supply activities. Overall ENGIE currently
Overall financial performance in 2021 is expected to improve
estimates a potential net negative impact at the Group COI
significantly after a Covid-19 impacted 2020, assuming no
and Net Recurring Income Group share levels of between
additional stringent lockdowns and a gradual easing of
€80 to 120 million.
restrictions over 2021.
Expected drivers for business line COI growth expectations
For 2021, ENGIE anticipates a Net Recurring Income group
for 2021 are as follows:
share in the range of €2.3 to 2.5bn. This guidance is based on
an indicative EBITDA range of €9.9 to 10.3bn and a COI
range of €5.2 to 5.6bn.
Expected drivers for 2021 COI

Renewables Growth in the US and France should benefit financial performance, partly offset by a lower contribution
from rulings in Brazil relating to the recovery of past energy costs and a weaker BRL
Networks Networks are expected to remain stable with the impact of the new, lower RAB remuneration rates in France
offset by reversal of the warm temperature effect of 2020 and growth in Latin America
Client solutions Overall Client Solutions should demonstrate strong recovery from Covid-19, albeit with a relatively slower
recovery for Asset-light activities, and benefit from y-o-y accretion from SUEZ and EV-Box disposals
Thermal Expect normalization after a particularly strong 2020 performance in Europe
Supply Expect strong recovery from Covid-19 and the reversal of the 2020 warm temperature effect
Nuclear Much improved performance expected driven by better availability following LTO completions and higher
achieved prices
Focus on execution of capital re-allocation and expected ENGIE will update the market on the implementation plan for
investements between €5.5 to 6.0bn growth Capex its new strategic orientation and provide medium-term
Regarding disposals, ENGIE remains focused on executing at guidance on 18 May 2021.
pace to simplify the Group, crystallise value and re-allocate Group net debt: ENGIE remains committed to a strong
capital towards strategic priorities. This guidance assumes investment grade rating and continues to target a leverage
disposals of around €2bn with a related COI dilution of up to ratio of below or equal to 4.0x economic net debt to EBITDA
€0.1bn, in addition to previously signed transactions such as over the long-term.
EVBox. Investment criteria: ENGIE applies rigorous strategic and
With respect to investment, ENGIE expects to invest between financial investment criteria, and has a clear perspective on
€5.5 to 6.0bn growth Capex, with over 90% in Renewables, attractive investment characteristics. Complex, innovative,
Networks and Assetbased Client Solutions and €4.0bn in integrated, longer-term, outcome-based customer programs are
maintenance including the funding of Belgian nuclear preferred to simple, commoditized, standard fee-for-service
provisions Capex. business. Investment will be differentiated over distinct time
horizons, with consistent hurdles of 200 bps over ENGIE’s WACC,
and 400 bps over cost of equity.

1.4.3 2020 key financials

2018 2017 2016
In millions of euros 2020 2019 restated(a) 2,018 restated(b) 2,017 restated(c) 2,016
1. Revenues 55,751 60,058 56,967 60,596 59,576 65,029 64,840 66,639
of which generated 33,311 35,635 33,306 35,612 34,325 39,307 39,942 41,693
outside France
2. Income
EBITDA 9,276 10,366 9,236 9,236 9,199 9,316 9,491 10,689
• Current operating 4,578 5,726(g) 5,126 5,126 5,172 5,273 5,636 6,172
income(d)
• Net income, Group share (1,536) 984 1,033 1,033 1,320 1,423 (415) (415)
• Net recurring income, 1,703 2,683 2,425 2,425 2,518 2,662 2,477 2,477
Group share
• Net recurring income 1,703 2,683 2,458 2,458 2,233 2,372 2,430 2,477
from continuing
operations, Group share
3. Cash flow
Cash flow from operating 7,589 8,178 7,873 7,873 9,335 9,309 10,174 10,174
activities
of which cash generated 8,788 9,863 8,464 8,464 8,150 8,305 9,117 10,263
from operations before
financial income and
income tax
Cash flow from investment (4,046) (7,193) (6,095) (6,095) (5,171) (5,157) (3,655) (3,655)
Cash flow from (used in) (562) 212 (1,928) (1,928) (4,734) (4,725) (6,034) (6,034)
financing activities
4. Balance sheet
Shareholders’ equity 28,945 33,087 35,551 35,551 36,282 36,639 39,578 39,578
Total equity 33,856 38,037 40,941 40,941 42,122 42,577 45,447 45,447
Net debt 22,458 25,919 21,102 21,102 22,520 22,548 24,807 24,807
Net debt excl. internal debt 2.42 2.50 2.28 2.28 2.26 2.25 2.43 2.32
E&P/EBITDA
Total assets 153,182 159,793 153,702 153,702 150,141 150,332 158,499 158,499
5. Per-share
data (in euros)
• Average outstanding 2,416,820,377 2,412,518,837 2,396,308,756 2,396,308,756 2,395,732,581 2,395,732,581 2,396,131,620 2,396,131,620
shares (e)
• Number of shares 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011
at period-end
• Earnings per share(e) (0.71) 0.34 0.37 0.37 0.49 0.53 (0.23) (0.23)
• Net recurring income, 0.63 1.04 0.95 0.95 0.99 1.05 0.97 0.97
Group share, per share(e)
• Dividend paid(f) 0.53 0 0.75 0.75 0.70 0.70 1.00 1.00
6. Total average 222,268 - 249,795 238,029 238,216 239,710 241,509
workforce
• Fully consolidated 173,398 170,475 - 158,505 151,480 151,667 152,175 153,950
entities
• Proportionately 748 756 - 780 685 685 764 764
consolidated entities
• Entities consolidated 1,727 90,908 - 90,510 85,864 85,864 86,771 86,795
using the equity method
(a) Some of the December 31, 2018 data have been restated due to the retrospective application of the new presentation of operational
derivatives (with impact on Revenues) but not IFRS 16 due to the transition method applied (see Note 1 of Section 6 “Consolidated
financial statements” of the 2019 Universal registration document)
(b) Some of the December 31, 2017 data have been restated due to the retrospective application of IFRS 9 and 15 and the classification of
LNG as discontinued operations (see Note 2 of Section 6 “Consolidated financial statements” of the 2018 registration document)
(c) Some of the December 31, 2016 data have been restated due to the classification of E&P as discontinued operations (see Note 30 of
Section 6 “Consolidated financial statements” of the 2017 registration document)
(d) Excluding MtM of operating derivatives but including share in net income of equity method entities
(e) Earnings per share calculated on the basis of the average number of shares outstanding, net of treasury shares
(f) 2020 : proposed to the OGM
(g) Figure restated in 2019 : 5,819

1.5 CSR performance
1.5 CSR performance

The Group’s Corporate Social Responsibility performance externally assessed by the leading CSR rating agencies (see
(CSR) is an essential part of its overall performance. It is Section 1.5.4).
based on CSR commitments and a CSR policy at the Group The Group’s Non-Financial Statement (NFS) details the
level (see Section 1.5.1), as well as sectoral policies and dated governance and results of this policy (see Chapter 3).
and quantified CSR targets (see Sections 1.5.2 and 1.5.3). It is
1.5.1 CSR policy

With regard to CSR, the Group aims to make energy a source All these objectives align perfectly with the 17 Sustainable
of progress and development for all. Within ENGIE, CSR plays Development Goals for 2030 established by the United
an integral part in the business strategy, through: Nations. They are also part of the acceleration of the Group’s
• the development of sustainable business, which involves strategy approved in July 2020. They correspond to the
identifying environmental and societal issues and Group’s materiality matrix, which was updated in December
transforming them into opportunities for the Group’s 2020 following a consultation process with stakeholders and
businesses; management (see Section 3.3).
• the management of the CSR risks and impacts of its Climate change constitutes today a major environmental
projects and activities and its value chain, i.e. relating to challenge for our society in general, and for ENGIE in
the environment, social acceptability, health and safety, particular. To address it, the Group has engaged in a
human resources, ethics, and governance. Greenhouse Gas (GHG) reduction programme, in a climate
vigilance plan, in a natural resources consumption reduction
ENGIE published its CSR policy in 2014 (it was updated in
programme, and finally, in a business model adaptation
2020), and in 2016 set six CSR targets for 2020. The
programme to make it resilient to climate evolutions while
achievement of these targets is announced to the market at
complying with the constraints of a fair transition.
each annual closing of the financial statements and published
in each edition of this document. 2020 was the last year in ENGIE thus includes an internal carbon price in its Group
which these targets were monitored. Commitments Committee process for major investment
decisions. This system is complementary to the carbon
The forward-looking work on ENGIE 2030 and the Group’s
budgets allocated to the entities in order to meet the Group's
Purpose Statement, published in February 2020 and
2030 target in terms of GHG emissions.
approved for inclusion in the bylaws by the Shareholders’
Meeting in May, have resulted in the definition of a new set The Group also takes 12 CSR criteria into account for its
of 19 CSR targets for 2030. Eight “rank 1” targets will be major investment projects, assessed using risk and
monitored each year. 2020 was therefore the first year in opportunity analyses. These criteria mainly relate to: ethics,
which the targets were monitored. GHG emissions, social impact, human resources,
environmental management of ecosystems, cooperation with
The CSR commitments and policies are systematically
stakeholders, sustainable purchasing, and employee health
approved by the Group Executive Committee and the Ethics,
and safety.
Environment and Sustainable Development Committee
(EESDC). They result in the Group not only fulfilling its Lastly, an increasingly sizeable part of the Group’s
statutory and regulatory obligations in the various CSR areas, investments is successfully funded through green bonds,
but also, and in particular, adopting the best possible demonstrating the market’s recognition of their durability
practices to anticipate and manage as effectively as possible (see Section 5.3).
the impacts of its activities on its sphere of influence, and
vice versa. Another aim of the CSR commitments and policies
is to maximize value creation for all stakeholders.
1.5.2 2020 CSR targets

ENGIE set itself six CSR targets in 2016 to be achieved by 2020 was the last year in which these targets were
2020. They respond to changes in the energy sector, the monitored. They have been replaced by the 2030 CSR targets,
gradual integration of environmental and societal issues into the first year of achievement of which is presented below.
stakeholder requirements, and its aim of being a leader in the The 2020 results of the indicators for the 2020 CSR targets
energy transition. are shown in the table below, with a reminder of the 2018
and 2019 figures.

1.5 CSR performance
2020 2020 2019 2018

Theme Indicators targets results results results
Customer satisfaction Satisfaction rate of BtoC customers ≥ 85% 76% 72% 81%
Renewables Share of renewable energy in the electricity ≥ 25% 31% 28% 24%
production capacity mix
GHG emissions % reduction of the CO2 equivalent emissions ratio ≤ -20% -52% -44% -29%
for energy production compared with 2012
Stakeholder dialogue % of industrial activities covered by an appropriate 100% 100% 74% 53%
mechanism for dialogue and consultation
Gender diversity % of women in Group workforce ≥ 25% 21.5% 20.9% 21.1%
Health and safety Frequency rate of accidents with employee lost-time ≤ 3.4 3.0 3.7 3.4
injuries
The satisfaction rate of BtoC customers at end-2020 was 76%, warming level of 2°C. Monitoring of this ratio will continue
up 4% compared with 2019. This indicator was reconfigured through the SBT 2030 target for reducing the ratio of GHG
in 2019 with a change of methodology. Customers are now emissions relating to energy generation (scopes 1 and 3) and
questioned online, rather than by telephone, which a 2020 target for these GHG emissions, now expressed as an
automatically resulted in a decrease of 12 points in the absolute value.
indicator in 2019 and 2020. Despite a difficult year in 2020 The level of industrial activities covered by an appropriate
due to the health crisis, this increase mainly reflects the mechanism for dialogue and consultation was 100% at the
specific measures taken by the BUs to support their end of 2020. This target was achieved partly due to
customers and keep in contact with them. The initial target awareness-raising and training of employees with respect to
was not restated to take account of the change in dialogue with stakeholders, and partly due to technical
methodology, resulting in its apparent non-achievement. support from the CSR sector for the creation of action plans
Monitoring of customer satisfaction will continue via a Net adapted for regional issues. Monitoring of this target will
Promoter Score (NPS) indicator, which also showed an continue through a broader 2030 societal target relating to
improvement in 2020. the creation of societal action plans extending to all our
Renewables capacity, counted at 100%, regardless of the rate activities.
of detention, as a proportion of the electricity production mix The gender diversity rate within the Group’s workforce was
increased to 31% in 2020 (from 28% in 2019). The Group has 21.5% in 2020, up 0.6 percentage points compared with
therefore amply exceeded its initial target of 25% since 2019. 2019. This improvement is not insignificant, given the Group’s
ENGIE commissioned 3GW of renewables capacity in 2020, difficulties in hiring female engineers and technicians to the
including 2GW in the United States. At end-2020, the capacity technical functions and the small proportion of women in the
of ENGIE’s renewables assets was 31.5GW. The 3GW Bac Pro and Bac 2/3 training routes within the technical
commissioned in 2020 was made up of onshore wind for 70%, sectors. The health crisis has also seriously affected external
solar power for 21% and, for the first time, offshore wind for hiring and slowed the roll-out of the Group’s various projects
around 9%, due to the commissioning of the first tranche of to increase female representation. However, this increase was
the Seamade Mermaid wind farm in Belgium. Monitoring of not enough to achieve the initial target of 25%. Efforts to
this indicator will continue in the context of the 2030 targets. improve gender diversity in the Group’s workforce will, of
The ratio of greenhouse gas (GHG) emissions relating to course, continue, with a new 2030 target focused on
energy generation (scope 1) decreased by 52% in 2020 management.
compared with 2012, with emissions of 212.5 gCO2/kWh The lost-time injury frequency rate of employees was 3.0 at
in 2020. This result was far better than the target of -20% the end of 2020, enabling the Group to achieve its target.
set at the end of 2015, which was achieved in 2018. It is Monitoring of this target will continue as part of the new
attributable to the acceleration in exit plan of thermal power 2030 target, extended to subcontractors on sites with
plants in recent years. It also shows the Group’s commitment controlled access.
to achieving a trajectory compatible with a maximum global
1.5.3 2030 CSR targets

In 2020, the Group set itself 19 ambitious targets to be stakeholders interested in CSR risk management and the
achieved by 2030, in order to meet its CSR commitments by alignment of its performance with national or international
this deadline. sustainable development goals.
Based on the Group’s purpose, these targets are part of a The results of the eight key objectives, referred to as Tier 1,
continuous improvement approach, taken in response to a will be published annually in this document.
growing expectation on the part of the Group’s various

1.5 CSR performance
The 2020 results of the indicators for the eight Tier 1 2030 SCR targets are shown in the table below, with the 2019 figure
where available.
Themes Indicators 2030 targets 2020 results 2019 results

CO2 energy GHG emissions (scopes 1 and 3) ≤ 43 68 75
generation for energy generation (in Mt CO2 eq.)
in accordance with SBT commitments
CO2 gas sales GHG emissions relating to the use ≤ 52 62 61
of sold products (in Mt CO2 eq.),
in accordance with SBT commitments
Renewables % of renewable energy in the electricity ≥ 58% 31% 28%
production capacity mix, in accordance
with SBT commitments
Decarbonization % of our offers including an alternative 100% 51% not available
of our customers that helps to decarbonize
Decarbonization % of preferred suppliers (excluding energy) ≥ 10% 15% not available
of our suppliers certified by or aligned with the SBT
initiative
Health and safety Total frequency rate of employee time-loss ≤ 2.9 2.7 3.3
accidents
Gender diversity % of women in Group management ≥ 50% 24.1% 23.5%
W/M equity Equity ratio women/men France 100 France 87 France 72
Outside Fr. 100 Outside Fr. 80 Outside Fr. 72
GHG emissions from energy generation have fallen sharply, The total lost-time injury frequency rate (including
mainly due to withdrawal from the coal business. They now subcontractors on sites with controlled access) reached 2.7.
stand at 68 Mt CO2, breaking down into 36.4 Mt for emissions The marked improvement on the end of 2019 can be partially
from controlled assets (scope 1) and 31.1Mt for emissions explained by a positive “Covid-19” effect, however difficult
from assets consolidated by the equity method (scope 3). to quantify, mainly due to partial unemployment and work at
GHG emissions relating to the use of sold products (scope 3) home.
stand at 62 Mt CO2 eq., practically equivalent to the 2019 The proportion of women in management is 24.1%, up 0.6
level. They essentially correspond to gas sales. percentage points compared with 2019. The fifty-fifty
Renewables now make up more than 31% of the Group’s program, dedicated to the cultural transformation of the
capacity due to the development strategy in renewable Group, was launched in early 2020 to attract and retain
energy sources. female talents and thus accelerate and support the promotion
of gender equality.
The decarbonization level of customers is 51%, demonstrating
our approach to helping our customers combat climate The professional and pay gender equity index, which reached
change. The indicator is calculated according to the 87 in France and 80 outside France, has improved markedly.
proportion of commercial offers to customers containing an All the entities in France exceeded the minimum threshold of
alternative that helps them decarbonize. The offers helping 75 points established by the French government. These
customers with decarbonization were determined according positive results reflect an awareness of the need to rebalance
to a pre-established list of products and services based on levels of pay between women and men, a review of the
the taxonomy used in the Group's information systems. This associated processes and the preparation in 2020 of
target will likely be replaced to make it more relevant. remediation plans by all the entities.
The decarbonization level of preferred suppliers reached 15% Most of the Group’s social indicators (see Section 3.4),
in 2020. This indicator has been monitored since early 2020. environmental indicators (see Section 3.5), and societal
An action plan has been created to raise awareness among indicators (see Section 3.6) are audited by an independent
the Group’s preferred suppliers (around 250) of ENGIE’s third party (see Section 3.10).
carbon footprint targets and to encourage them to obatin a
SBT certification. The actions taken with respect to suppliers
will vary according their level of maturity.
1.5.4 CSR ratings

ENGIE's CSR performance was again recognized in 2020 by The MSCI rating agency rated the Group A in 2020,
the SAM rating agency with a score of 81/100, confirming its referencing it in its MSCI EMU ESG and Europe ESG indices.
inclusion in the Dow Jones Sustainability Index (DJSI) World The ECOVADIS rating agency rated the Group with a score of
and Europe. 75/100.
The Group remains present in the three Euronext indices Finally, as it does every year, ENGIE also answers the CDP
VigeoEiris Europe 120, Eurozone 120 and France 20, and was (ex-Carbon Disclosure Project) questionnaire. In 2020, the
listed A1+ with a rating of 65/100 in 2020 by the VE rating Group maintained its position on the list of leaders in terms
agency (formerly VigeoEiris). of strategy and actions to combat climate change (“A-list”).
In 2020, the Sustainalytics rating agency assessed the Group's The Group made progress on its performance in the
CSR risk with a rating of 30 at the borderline between protection of water resources by moving from the “B-list” to
medium and high risk. This rating keeps the Group in the top the “A-list”.
half of its sector. In conclusion, the Group has very good CSR ratings with
performances above the sector average.

1.6 Description of the Group’s activities

Until December 31, 2020, ENGIE’s organizational structure In this section, the description of the Group's businesses and
comprised 25 BUs(1), primarily geographical. For financial strategic economic assets is primarily structured around
reporting purposes, the Group has grouped operating financial reporting requirements, with the sections organized
segments in accordance with IFRS 8 and presents sector according to the reportable segments.
information organized around seven reportable segments (see
Section 6.2.2 “Consolidated financial statements” – Note 6
“Segment information”).
1.6.1 France
1.6.1.1 France (excluding Infrastructures)

The France BtoB, France BtoC, France Networks and France • three groupings within the ENGIE Solutions BU:
Renewable Energy operating segments include all French — Cities & Communities (C&C),
downstream energy business lines and renewable energy — Properties & Proximity (P&P),
production, which is becoming increasingly decentralized.
— and Industries.
These are complementary businesses that are supported by a
strong regional network. These activities are structured into These three entities are responsible for energy sales and
five entities. These are: services for buildings and industry, cities and regions, and
major infrastructure. They are engaged in the design,
• the France BtoC BU, in charge of energy sales and related financing, building and operating of decentralized energy
services for residential and small business customers; production and distribution facilities, and power, heating
• the France Renewable Energy BU, in charge of the and cooling networks.
development, construction, financing, operation and
maintenance of all renewable power generation and
biomethane assets in France;
Key figures
In millions of euros At Dec. 31, 2020 At Dec. 31, 2019 Total change (in %)

Revenues 14,856 15,854 -6.3%
EBITDA 1,391 1,673 -16.9%
1.6.1.1.1 ENGIE Solutions To consolidate its position as France’s leading integrator of

energy and environmental efficiency solutions, ENGIE
1.6.1.1.1.1 Mission and activities Solutions is continuing its organic growth and targeted
ENGIE Solutions designs, builds and operates high- acquisitions strategy along three lines:
performance facilities, buildings and infrastructure to help • Greening of the technical facilities of its customers, in
businesses and local authorities in their transition to a low- urban networks (heating and cooling networks, public
carbon economy. These solutions are being rolled out in a lighting, new green mobility, etc.) and in industrial and
challenging national context, influenced by both governments’ building equipment (environmentally responsible energy
commitments to comply with their decarbonization generation, cooling and refrigeration, air treatment, etc.);
trajectories and by post-Covid recovery plans. • Design and operation of complex projects, combining
The solutions deployed by ENGIE Solutions are based on the several disciplines, with a performance commitment over a
strong expertise of its entities, enabling it to offer complex period of use;
solutions. These benefit from a dense regional presence in • Development of innovative energy-efficiency and
France and the Overseas Territories. ENGIE Solutions has environmental solutions by combining new technologies
proven capacity to support the financing of its customers’ and digital.
projects. It builds a dynamic of innovation, anticipating and
supporting new needs by combining digital innovations Leveraging a brand that groups together its historic expertise in
(Building Information Modeling, hypervision, data analysis, climate, energy, electric, mechanical and industrial engineering,
etc.), technological innovations (hydrogen, biogas and ENGIE Solutions acts throughout the entire energy services
biomass, mini-cogeneration, micro-grids, etc.) and behavioral value chain, from auditing & advisory, design & build, new
innovations (self-consumption, short circuits, shared use, construction and renovation (with financing), and repair and
recycling, virtual economy, etc.). maintenance, to full operation with useful long-term energy
supply and performance commitments.
These solutions to support the transition to carbon neutrality are
aimed at manufacturers, the tertiary sector (public or private),
infrastructure managers (of transport, energy and
telecommunications), municipalities and local authorities, and
multi-dwelling unit managers.
(1) There is also a twenty-sixth entity comprising the holding and corporate activities, including the entities responsible for the Group’s
centralized financing, ENGIE SA’s Businesses and Local Authorities business activity, and the contribution of the associate company SUEZ

Since early 2020, ENGIE Solutions in France has comprised three ENGIE Solutions Property and Proximity has been a player in
operating entities: the “Industries” BU, the “Properties & the recovery following the Covid-19 crisis, particularly in the
Proximity” BU and the “Cities & Communities” BU. This achievement of the goals of the France Relance plan
organization will evolve during 2021 following the strategic concerning the thermal renovation of public buildings and
review of Client Solutions. collective housing. Its regional network and the synergies
established with thousands of SMEs throughout France make
1.6.1.1.1.2 Description of the entities’ activities it a natural partner to boost the economy and employment at
ENGIE Solutions provides its various solutions to three the local level.
customer segments, each managed by a dedicated entity: Lastly, to respond specifically to the health challenges caused
by the pandemic, a “Healthy Building” offer was designed
Solutions for the Industries during the first lockdown. This is currently being rolled out to
ENGIE Solutions (through the “Industries” BU, which the tertiary sector (public and private).
coordinates these actions) uses its range of expertise and
skills, strong regional roots and social and societal Solutions for Cities and Communities
commitment to support the transformation of industrial ENGIE Solutions is positioned as the trusted partner for the
players, enabling them to consume less, consume better and energy transition of the regions in three areas, developed by
preparing them for future challenges. the “Cities & Communities” BU:
To optimize energy use, ENGIE Solutions ensures that industrial • acceleration of development in energy networks, with
processes perform sustainably by offering competitive global financing wherever ENGIE Solutions can be the leader by
solutions that are environmentally friendly. The projects offering increasingly decarbonized energy, both in
developed build safe and efficient working environments, with activities where it is already present (heating networks,
the aim of enriching the user experience and providing cooling networks, overseas electrical networks, public
a model: for example, ENGIE Solution’s support for ARKEMA lighting, etc.), and in new markets (urban operators of
in the recovery of its waste via fatal heat recovery and utility districts, charging networks, etc.). In 2020, the main
management. features of this acceleration were:
To help its customers consume carbon-neutral energy and — the use of new contractual models such as the SAS EnR
resources, ENGIE Solutions provides “low-carbon” energy model in Rueil-Malmaison, where ENGIE Solutions
from renewable resources. It ensures the availability of local produces geothermal energy-based heat through a
energy sources in line with the level of activity of its company dedicated to generation in which the City is a
customers: for example, the management by ENGIE Solutions minority shareholder. This company’s main customer will
of MONDELEZ’s utilities under a global maintenance and be the City’s future heating network,
facility management contract. — the award of a first charging network concession,
To develop the industry of the future, ENGIE Solutions granted by the Eurometropolis of Strasbourg;
supports new development and industrial transformation • development of global, multi-business and multi-service
projects in France and internationally. This is the case with Smart City solutions, with the symbolic Angers Loire
SOITEC, for which ENGIE Solutions participates in the design Metropolis contract, launched in 2020, as a model;
and implementation of execution studies and the continuous • optimization of the performance of our existing assets, in
improvement of its processes. particular by accelerating the roll-out of our digital
platforms, such as Darwin. This performance is both a
Solutions for buildings (tertiary and collective residential)
source of growth in itself and a showcase for the
The priority areas for development in the tertiary segment conquering of new networks. In November 2020, ENGIE
(coordinated by the “Properties & Proximity” BU) are to Solutions launched Rezomee, a new digital platform for,
position ourselves in the sectors supported by the “France and inspired by, its customers (heating and cooling
Relance” (“Relaunch France”) plan (State building stock, networks) and their users; Rezomee is both a website and a
cf. calls for tenders in progress for the renovation of mobile application designed manage all communication
administrative cities and army housing), university and across all of our networks.
healthcare facilities, sectors that are resilient or have a strong
digital component (station data centers), and more generally,
to develop global offers with guaranteed results (energy 1.6.1.1.2 France BtoC
performance contracts with commitments to reduce or even
neutralize the carbon footprint). 1.6.1.1.2.1 Missions & Strategy
For example, in 2020 ENGIE Solutions entered into: The France BtoC teams handle energy sales and related
services for residential and small business customers.
• the 11-year energy performance agreement with
Océanopolis in Brest, including the direct supply of The goal of the France BtoC BU is to become the leader in
renewable energy via a green PPA favoring the home comfort and the preferred supplier of the French, in
development of new renewable energy capacity in France; order to help its customers in their transition to carbon
neutrality.
• the renewal of the agreement for the “Cœur Défense” office
buildings, i.e. 350,000 m2 (two forty-story towers and Its four strategic priorities are: (i) increased sales of electricity
three high rise buildings), of which 25% of the energy and services; (ii) customer satisfaction; (iii) operational
consumption will be offset by a solar park, currently under excellence; and (iv) innovation.
construction in the south of France;
1.6.1.1.2.2 Description of activities
• the eight-year “Smart stations” agreement with “SNCF
Gares & Connexions”, to monitor and optimize the energy In an environment where competition in the energy market is
consumption of 579 stations, remotely monitor various becoming ever more intense, the BU is still the leader in
technical equipment in real time and control equipment natural gas sales in France and is continuing to expand in
remotely to reduce travel by staff. electricity. The BU confirmed its lead over other alternative
power suppliers with a portfolio of 5 million customers at the
These activities are structured (obligations and deadlines) by end of 2020, including almost 3 million in green electricity.
the regulatory framework for energy transition, which was The successful launch of its green offers in 2016 has
strengthened in 2019 by the Multi-Year Energy Program, the continued in the years since, positioning ENGIE as France’s
ELAN Law, the Energy and Climate Law, the Mobility leading supplier of green energy. ENGIE now offers a wide
Orientation Law and the Tertiary Decree. range of green electricity and gas contracts.

In Services, the France BtoC BU is active in: The BU is active in all the above activities, which are driving
• decentralized power (individual or collective own and will drive the green growth in the French energy mix. The
consumption or load shedding) or heat (heat pump) BU aims to substantially boost its development in wind and
generation solutions based on renewable energy solutions; solar, as well as biomethane, while bolstering its positions in
hydroelectricity:
• green comfort services: energy diagnostics, energy
coaching, installation of high-performance equipment, • onshore wind: strengthen the Group’s leadership in a
facility maintenance, remote monitoring and financing. market that is expected to more than double by 2023. The
Among other things, the Group is a leader in domestic BU mainly positions itself by responding to government
boiler installation and maintenance through its ENGIE calls for tenders;
Home Services subsidiary; • solar power: significantly accelerate growth in a market
• green mobility services: consultancy, installation of expected to more than triple by 2023. The BU will respond
charging points and electric vehicles leasing. to dedicated calls for tenders and contribute to the
emergence of private contracts;
In order to help its least financially secure customers manage
the crisis, ENGIE decided to offer two months of payments in • hydroelectricity: maintain a leadership role by seizing any
electricity to 600,000 homes. The BU also set up payment market opportunities while strengthening the positions of
facilities very early on for business customers affected by the the Group, which is the leading alternative operator in
crisis. The teams of technicians also worked hard to ensure France;
that no households were left in emergency situations and to • biogas: build on the initial projects developed in order to
catch up with routine operations that could not be carried out accelerate significantly and make ENGIE a decisive player
during periods of lockdown. ENGIE Home Services thus in this high-potential market.
ended the year having completed its entire intervention
program. 1.6.1.1.3.2 Description of activities
Regulatory changes: France’s Energy and Climate Act, which The France Renewable Energy BU comprises a set of
passed into law on November 9, 2019, set deadlines for the subsidiaries owned by ENGIE, either alone or in partnership:
end of regulated tariffs for natural gas sales. For individual • ENGIE Green (Entity resulting from the merger of French
customers (and apartment buildings and condominiums businesses Futures Energies and Maia Eolis (2016),
consuming less than 150,000 kWh/year), regulated tariffs will Compagnie du Vent (2017), Solairedirect (2018), Langa
end on July 1, 2023. The Energy Climate Law also stipulated (2018), Saméole (2019) and Renvico France (2020)): onshore
that regulated electricity tariffs would end at the end of wind, solar power);
December 2020 for all business consumers with more than • SHEM (Société Hydro-Électrique du Midi): hydroelectricity
ten employees, with annual turnover, revenue or total annual around the Pyrenees mountain range;
balance sheet assets of more than €2 million. In accordance • CNR (Compagnie Nationale du Rhône, in which ENGIE has a
with the law, ENGIE stopped marketing contracts on regulated 49.97% stake), and its subsidiary CN’Air: hydroelectricity,
tariffs on December 8, 2019. onshore wind, solar power;
• ENGIE Bioz, a subsidiary jointly owned by ENGIE Green and
1.6.1.1.3 France Renewable Storengy SAS, is responsible for developing regional methane
conversion projects and operates across the entire
1.6.1.1.3.1 Missions & Strategy biomethane value chain, from prospecting and development
The role of the France Renewable BU is to develop, build, to financing and the monitoring of the construction of
finance, operate and maintain ENGIE’s biomethane and power methane conversion projects and their operation.
production in France. The BU offers green energy production The Covid-19 health crisis has slowed down project
capacity that is diversified as part of a more local and secure authorizations, and the schedule for government calls for
approach spanning four sectors: solar power and onshore tenders has therefore been adapted.
wind power (ENGIE Green), hydroelectric energy (CNR and Regulatory changes: the Multi-Year Energy Program (PPE),
SHEM) and biogas (ENGIE Bioz). published in April 2020, contains a tender schedule and a
The BU also provides technical expertise and industrial satisfactory objective for offshore wind and solar power
support, including purchasing, to the Group and its subsidiaries (particularly ground-mounted). Regarding biomethane,
or joint ventures, through pooled teams of experts. trajectories are lower than the development potential in
It performs its missions using its own teams and through the France in relation to the number of known projects.
ENGIE subsidiaries that report to the BU and are described in The tender specifications of the Energy Regulation Commission
the following section. (Commission de régulation de l’Energie) should include new
measures, particularly in relation to the carbon footprints of
the various sectors.
After the entry into force of the reform of the flat-rate tax on
network companies for solar, other measures have been taken
to simplify the legislation regarding onshore wind, including
the removal of a level of jurisdiction in the event of appeal.

1.6.1.2 France Infrastructures

The France Infrastructures reporting segment groups together The GRDF, GRTgaz, Elengy and Storengy operating segments,
the activities of four BUs: GRDF, GRTgaz, Elengy, and Storengy. which comprise the gas infrastructure businesses in Europe
These BUs develop, operate and maintain natural gas (distribution, transport, LNG terminals, and storage), have
transmission, storage, and distribution networks and facilities, been grouped together within the France Infrastructures
along with LNG terminals. They mainly operate in France, as reporting segment as they are all regulated businesses (or
well as in Germany and the United Kingdom. They sell access businesses likely to be regulated) with similar risk profiles
rights to these infrastructures to third parties. and margins.
Key figures

Revenues 5,439 5,569 -2.3%
EBITDA 3,290 3,539 -7.0%
1.6.1.2.1 GRDF Apart from the exclusive service areas of GRDF and the local
distribution companies, all municipalities not supplied with
1.6.1.2.1.1 Missions & Strategy natural gas may entrust their public gas distribution to the
In France, GRDF, an independent subsidiary of ENGIE, authorized operator of their choice, following competitive
develops, operates and maintains distribution networks and bidding.
delivers gas for consumers. GRDF is tasked with giving all Apart from this specific case of public service delegations
natural gas suppliers and biomethane producers equal access recently acquired after a competitive bidding process, GRDF’s
to its network. activity is remunerated by a tariff set by the CRE. Following
GRDF develops its activities according to the three objectives the CRE’s decision of January 23, 2020, the new GRDF natural
stated in its enterprise project: (i) strive for operational gas distribution tariff, “ATRD6,” entered into force on July 1,
excellence in the performance of its business lines to be 2020 for a period of four years. It applies to the GRDF
recognized as a committed professional; (ii) make gas an exclusive service area. The structure of this tariff is
energy of the future by demonstrating its relevance in the consistent with the previous tariff.
energy mix; and (iii) build a responsible, more open and The CRE took into account all major projects that GRDF will
collaborative business model with all the business lines. take on during the period, such as the end of the smart meter
roll-out in 2023 and the gas changeover project (conversion
1.6.1.2.1.2 Description of activities from B gas to H gas in northern France). The CRE thus
The distribution activity has specific features related to its changed the remuneration rate of the regulated asset base of
classification as a local utility. Each municipality where GRDF to 4.10% (real before tax) for 2020-2023.
natural gas supply is available grants a concession to an The new ATRD6 tariff will lead to more or less stable tariffs
authorized distributor to operate the natural gas utility in its (average change of around 0.3% per year). It gives GRDF the
territory. Concessions are entered into or renewed based on a leeway it needs to maintain a high level of security and play
standard agreement established jointly by the French an active role in the energy transition.
national federation of concession-granting and state-
As a result, the tariff decreased slightly by 0.4% on July 1,
controlled municipalities (Fédération nationale des
2020.
collectivités concédantes et régies or FNCCR), the Urban
Landowners’ Association (Association Foncière Urbaine or 2020 also marked the end of the pilot phase of the Dunkirk
AFU) and GRDF. sector gas changeover project, with conversion in late
October 2020. The feedback from this pilot phase should
The concession-granting bodies then carry out controls to
allow CRE to set the tariff framework and trajectory for this
ensure the proper execution of the obligations arising from
project over the period 2021-2029.
these concession agreements.
GRDF has emerged from this year of crisis while fulfilling its
The concession agreements with the City of Paris and the City
fundamental goals of safety and customer service, thanks to
of Lyon were renewed in late 2019 and early 2020
an evolving organization that is adapted to the context and to
respectively. Since mid-2018, GRDF has also been engaged in
the constraints imposed by the public authorities. On the
discussions with the French national federation of concession-
financial level, however, the analysis will have to be carried
granting and state-controlled municipalities (Fédération
out comprehensively over a period of several years, although
nationale des collectivités concédantes et régies or FNCCR)
the impact on 2020 was certainly limited.
and the Urban Landowners’ Association (Association Foncière
Urbaine or AFU) with the aim of modernizing the model
contract that will be used for future contract renewals with 1.6.1.2.2 GRTgaz
the concession-granting authorities.
Distribution structures belong to the municipalities even 1.6.1.2.2.1 Missions & Strategy
when they are built and financed by GRDF. GRDF is the GRTgaz is an independent subsidiary of ENGIE. The
concession operator of these structures and has exclusive use employees of GRTgaz own 0.35% of the capital of their
of them. The Energy Code recognizes the entitlement of the company. ENGIE and Société d’Infrastructures Gazières (SIG), a
historical concession operators, i.e., GRDF and 22 local public consortium composed of CNP Assurances, CDC
distribution companies (ELD), to exclusive service areas. As Infrastructures and Caisse des Dépôts, hold 75% and 25% of
holders of a “distribution monopoly,” they are the sole the share capital respectively.
operators with which the conceding municipalities may renew GRTgaz develops, operates and maintains the main gas
the concession. The grounds for terminating a concession transmission network in France. It manages the natural gas
contract early are strictly controlled (listed exhaustively) as is flows that flow through it, and markets network access
the date the concession can be terminated (it cannot be in services to gas suppliers and customers directly connected to
the first half of the contracted term). Termination also its network. It manages gas transmission operations in
requires two years’ notice and the concession-granting Germany through its GRTgaz Deutschland subsidiary. In 2017,
authority must pay compensation to the concession operator GRTgaz acquired ENGIE subsidiary Elengy, which operates
for early termination. LNG terminals in France. Following the acquisition in 2020 by
Elengy of TOTAL’s shares in their joint subsidiary Fosmax LNG,

and the acquisition by Société d’Infrastructures Gazières of a Elengy is the second-largest European LNG terminal operator
stake in Elengy’s capital, GRTgaz’s holding in this subsidiary (source: GIIGNL), with three LNG terminals in France. The
was reduced to 82.2%. facilities operated by Elengy had a total regasification
GRTgaz’s strategy is to ensure the company’s development in capacity of 21.25 billion m3 (Gm3) of gas per annum as of
the long term both in France and internationally. GRTgaz aims December 31, 2020.
to: Elengy’s strategy is defined around on the following key
• continue to operate gas infrastructures in a secure and points:
optimized way by contributing, in particular, to the • optimize the operating methods of each of the three sites
increased integration of European markets in gas (currently in order to make them as efficient as possible, regardless
methane, but potentially, and in the long term, hydrogen); of their utilization rate;
• pursue its firm commitment to the energy transition, • design and offer new LNG storage and transfer services at
working with stakeholders and regions, in particular by its terminals or at remote satellite sites;
promoting the development of renewable gases • increase or find a new use for LNG, particularly as an
(biomethane injected into the transmission network and onshore or marine fuel; and
hydrogen), the use of renewable and low-carbon gas (in • become a decarbonization player dedicated to the
industry, mobility), and research on the recovery of surplus development of clean energy imports and the associated
renewable electricity (power to gas). port infrastructure, in France or internationally.
1.6.1.2.2.2 Description of activities In 2017, GRTgaz, ENGIE’s independent subsidiary, acquired
Elengy. Following Elengy’s acquisition of TOTAL’s stake in
In France, it owns and operates more than 32,000km of
their joint venture Fosmax LNG in 2020, Elengy is now the
buried pipeline and 26 compression stations to take gas from
sole owner of its three terminals, and Société
suppliers to consumers (distributors or manufacturers directly
d’Infrastructures Gazières has become a shareholder of
connected to the transmission network). GRTgaz has a public
Elengy with a stake of 17.8% (with GRTgaz holding the
service mandate to guarantee the continuous supply of gas to
remaining capital of 82.2%).
consumers. It also sells transmission services to network
users. GRTgaz plays an active role in the energy transition,
1.6.1.2.3.2 Description of activities
investing in innovative solutions to adapt its network
accordingly and combine competitiveness and security of Commissioned in 1972, the Fos Tonkin terminal is located on
supply with environmental protection. the Mediterranean coast and receives LNG primarily from
Algeria. Its regasification capacity stands at 3 billion Gm3 of gas
GRTgaz’s business is conducted within a general framework per year. Its dock can accommodate vessels carrying up to
designed to guarantee the independence of the grid manager. 75,000 m3 of LNG while its tank has a total capacity of
The financial and operational consequences of the Covid-19 80,000 m3. Its commercial capacity was reduced to 1.5 Gm3/
crisis should be limited for GRTgaz. The company’s revenues year on January 1, 2021.
are largely based on capacity subscriptions that depend little The Montoir-de-Bretagne terminal, commissioned in 1980, is
on the volumes actually consumed. located on the Atlantic coast and receives LNG from various
Regulatory changes: France’s Energy Code stipulates that the sources. It has a regasification capacity of 10 Gm3 of gas per
construction and operation of natural gas transmission year, two docks that can accept tankers transporting up to
pipelines shall be subject to a specific and non-transferable 260,000 m3 of LNG (Qmax) and three storage tanks with a
authorization issued by the competent administrative body. total capacity of 360,000 m3 of LNG. The work completed in
By resolution of January 20, 2020, the CRE defined the 2017 allowed the start-up of a new, sustainable
methodology and set the tariffs for the use of transmission transshipment activity.
networks in France known as “ATRT7,” applicable for 2020- The Fos Cavaou terminal, brought into commercial service in
2023. 2010, has a regasification capacity of 8.25 Gm3 of gas per
In this context and applying the methodology and inflation year, a dock that can accommodate Qmax-size tankers, and
assumptions used, the gas transmission tariff applicable at three tanks with a total capacity of 330,000 m3 of LNG.
April 1, 2020 (ATRT7) will increase by 1.4% on average per Regulatory changes: the LNG terminals are accessible to all
year in the period 2020-2023 (CRE Decision of January 20, LNG suppliers. The tariffs for access to regasification are
2020). The CRE thus changed the remuneration rate of the regulated. The current tariffs were set by the CRE resolution
regulated asset base of GRTgaz to 4.25% (real before tax) for of January 18, 2017 and have been in force since April 1,
2020-2023. 2017. They were revised by the resolution of November 15,
With this new tariff, CRE is maintaining the resources granted 2018 for application from April 1, 2019. The tariffs for the
to GRTgaz to meet the challenges of energy transition in the next period starting April 1, 2021 have been defined since
context of the previous tariff (ATRT6), while requiring a high the resolution of January 6, 2021. The CRE has redefined the
level of performance from the operator. rate of remuneration of Elengy’s asset base for 2021-2024
by resetting the base rate before specific increases for LNG to
the rate applicable to transmission since 2020 (ATRT7 tariff).
1.6.1.2.3 Elengy
The tariffs apply to a basic service, which is the main offer of
1.6.1.2.3.1 Missions & Strategy LNG terminal operators. This offer may be supplemented by
LNG terminals are port facilities that allow liquefied natural gas an option guaranteeing a uniform emission for 20 to 40 days.
(LNG) to be received and regasified. New services have been The LNG tanker transshipment and loading services are not
developed since 2012, such the reloading of LNG tankers, regulated.
transshipment between vessels, and LNG tank truck loading.

1.6.1.2.4 Storengy In hydrogen, Storengy is working closely with the other gas
operators to assess the tolerance of its equipment to
1.6.1.2.4.1 Missions & Strategy hydrogen and to prepare as far as possible for the integration
With Storengy, the Group is the leader in underground natural of this hydrogen into its gas infrastructure (HyGreen and
gas storage in Europe, with net storage capacity of Hypster projects in France, Centurion in the UK). In France,
12.2 billion m3. Storengy adapts to handle the risks weighing the Energy and Climate Act extends the right of access to the
on its core business and develop new ambitions made natural gas networks to all types of renewable gas or gas
possible by the energy transition, particularly in the following deriving from energy recovery intended for injection, as long
areas: as this does not disrupt the operation and security of the
• promoting underground storage as a key part of developing networks.
intermittent renewable energy. Storengy’s annual storage Production and storage of renewable gas
capacity (138 TWh) corresponds to the energy generation
of 9,200 offshore wind turbines or the energy needed to Storengy SAS is now a key player in biomethane production
power 20 million electric vehicles; in France through ENGIE BiOZ (16 units in production). The
development of this business will take place in accordance
• renewable gases, with production and storage of
with the new strategies set out in the Multi-Year Energy
biomethane, hydrogen and synthetic methane, the
Program and with the evolution of systems to guarantee the
combination of which is expected to result in a 100%
origin of the biomethane injected into the natural gas
carbon-neutral energy mix by 2050 in Europe, while
network.
generating positive external factors for the regions
(decentralized systems, local jobs, waste processing, etc.); Storengy has also undertaken as of now to develop projects
• renewable heating and cooling, with the use of the sub-soil for the production and use of renewable hydrogen at the
to produce and store heat and cold, providing a comfort regional level. Storengy is thus developing a portfolio of
service to users on the scale of a building, a district or a renewable hydrogen production, storage and use projects of
town, while reducing their environmental footprint; around 50 MW. These projects are part of the France
Hydrogène strategy in the national recovery plan.
• renewable electricity, by managing high-temperature
geothermal energy and decarbonized and non-intermittent Lastly, Storengy is positioned on synthetic methane
energy. production via methanization, through pilot projects currently
being developed (Hycaunais, Méthycentre), in addition to
1.6.1.2.4.2 Description of activities commercial projects.
Gas storage and conversion to renewable gas Heating, cooling and power generation from geothermal
energy
In France, Storengy SA operates 14 underground storage
facilities. Nine of these are in aquifers (total useful storage In 2020, the development of geothermal energy was
volume of 9 billion m3), four are in salt caverns (1 billion m3) accompanied by several regulatory changes, particularly in
and one is in a depleted field (80 million m3). Three of these France. The lifting of certain legal restrictions, a reform of the
sites are in reduced operation according to precise regulatory Mining Code undertaken by the French government, and
procedures (880 million m3). geothermal energy’s place in the Multi-Year Energy Program
are factors that have strengthened Storengy’s positioning on
Regulatory changes: the storage reform introduced in 2018
these markets.
enabled regulation of this activity in France under an offset
auction scheme, ensuring maximized fill levels for the Storengy is working on several heating and cooling network
facilities and visibility on revenues. The third year of sales projects at city and regional level in the Netherlands and in
(2020-2021 capacity) was thus a success: 95 TWh were sold France, in partnership with other Group entities. In particular,
(100% of supply). the aim of the Plaine Garonne Energie Project, with ENGIE
Solutions, is to design, build and operate a new heating
A new ATS2 period defining the authorized revenue of
network in the center of Bordeaux, with a 30-year public
operators for 2020-2023 was also implemented in 2020. In
service delegation. This project enables 19,000 tons of CO2
its Resolution no. 2020-011, the CRE changed the
emissions to be avoided each year.
remuneration rate of the regulated asset base of Storengy to
4.75% (real before tax) for 2020-2023 and introduced an Meanwhile, Storengy has developed a geo-energy offer for
incentive regulation for its operating costs. eco-districts and sustainable buildings, completing its first
project in France in 2019 (G-STORE): the construction of the
In Germany, Storengy Deutschland GmbH, a wholly owned
geothermal heating and cooling network of the new Issy
subsidiary of Storengy, holds and operates six storage sites
Cœur de Ville eco-district. Storengy is currently developing
(1.7 billion m3; three salt sites and three depleted sites), and
the geothermal solution for the future Campus of the ENGIE
operates a seventh storage facility for a third party.
Group at La Garenne-Colombes.
In the United Kingdom, Storengy UK Ltd, a wholly owned
Lastly, Storengy is working to develop new power generation
subsidiary of Storengy, operates the storage site in saline
capacity based on high-temperature geothermal energy.
caverns in Stublach (400 million m3). With 20 caverns, this
Storengy took over the development of an electricity
storage facility is the largest in operation in the UK.
production project in La Dominique (60 MW) in early 2020,
Furthermore, thanks to the expertise it has acquired in Europe, and is working to develop several other projects worldwide.
Storengy is positioned on projects to develop new storage
The health crisis has not had a major impact on Storengy’s
sites in countries where natural gas is a major driver for the
business. A significant amount of gas storage has been used
energy transition (for example: Brazil and Mexico).
to ensure the security of supply in France, Germany and the
In Europe, Storengy is also preparing to convert storage United Kingdom.
assets to renewable gas in order to add value to gas storage
in a decarbonized market. Since June 2017, Storengy France
has approved unlimited injection of biomethane into French
underground storage facilities.

1.6.2 Rest of Europe

The Rest of Europe reporting segment comprises the activities The Benelux, United Kingdom and North, South and Eastern
of five BUs: Europe operating segments have been grouped together
• the Benelux BU; within the Rest of Europe reporting segment. These three BUs
have a similar business mix (energy services, and renewable
• the Nuclear BU;
energy marketing and generation). They operate in mature
• the United Kingdom BU; energy markets that are undergoing a process of
• the North, South and Eastern Europe BU; and transformation as part of the energy transition.
• the Generation Europe BU, which encompasses the Group’s
thermal power generation activities in Europe.
Key figures

Revenues 15,655 17 267 -9.3%
EBITDA 1,750 1,757 -0.4%
1.6.2.1 Benelux
The Benelux BU includes the Group’s activities in Belgium, the The BU develops, builds and operates renewable energy
Netherlands and Luxembourg, in renewable power generation assets. It has onshore wind capacity of 430 MWe
generation, electricity and natural gas sales, and energy (+43 MWe in 2020) in Belgium and the Netherlands. As regards
installation and services. Renewable power generation covers Offshore High Voltage Substations (OHVS), the BU – through
onshore wind and photovoltaic solar in Benelux. ENGIE Fabricom – is also a market leader (28 substations
As mentioned in Section 1.1.3, on January 1, 2020, a new constructed and 4 substations under construction or ordered).
Nuclear BU dedicated to power generation from nuclear In photovoltaic power generation, the BU has continued
plants was created in Belgium. to develop turnkey solutions for its business customers
and facilities on the Group’s sites in Benelux. This cumulative
capacity reached 90.5 MWc at the end of 2020. It is the leader
1.6.2.1.1 Missions & Strategy in Belgium and the challenger in the Netherlands in this
The Benelux BU is the historical leader in the supply of segment.
electricity and natural gas in the Belgian market, and the Since July 2020, the BU has reorganized all of its installation
leader in the energy services segment in the Benelux and energy services activities in Belgium according to a
countries. The BU aims to be a leader in global and customer-centric model. The activities, customers and
sustainable solutions that make the difference for its employees of ENGIE Axima, ENGIE Cofely and ENGIE
customers in its areas of expertise. Its vision is to be at the Fabricom have thus been divided into three new entities:
heart of the carbon-neutral transition by making its countries • Cities & Communities: for networks shared and managed by
the champions of this challenge. public authorities;
In line with the Group’s strategy, the Benelux BU is • Industries: for customers with industrial activities in their
particularly well-positioned to provide carbon-neutral core business;
transition solutions to its various customers. The BU has a • Properties & Proximity: for customers owning or operating
unique presence on the ground, with more than 15,000 tertiary buildings and for customers with non-industrial
employees working daily on Client Solutions. It also has prime core businesses.
positions in both renewable power generation and green
Through ENGIE Solutions (in Belgium) and ENGIE Services NL
mobility solutions. Lastly, it is working on previews of
(in the Netherlands), the Benelux BU operates in the tertiary,
hydrogen projects (Benelux), Local Energy Communities
industrial, energy and transport sectors and provides public
(Belgium) and geothermal energy (the Netherlands).
and private customers with various multi-technical services
and solutions, such as:
1.6.2.1.2 Description of activities • greater energy efficiency and limited environmental impact
In the market for residential customers and small businesses, of buildings (energy efficiency audits and contracts, HVAC
the Benelux BU manages 2.49 million electricity supply systems, multi-technical management and maintenance, etc.);
contracts (~8.5 TWh) and 1.35 million natural gas contracts • production, operation and distribution of local and
(~19.6 TWh) in Belgium, and approximately 379,000 renewable energy sources (cogeneration plants, industrial
electricity contracts (~1.5 TWh) and 356,000 natural gas utilities, etc.);
contracts (~5.2 TWh) in the Netherlands. • integrated services (facility management, multi-site
In 2020, the BU continued to roll out its innovative offer, management, public-private partnerships, etc.);
aiming to help residential customers manage their energy • maintenance of networks (low & medium voltage power,
using tools and solutions to improve their energy efficiency low pressure gas, telecoms, water, public lighting, etc.);
(smart tools, heating-related offers) or through the roll-out of • installation & industrial maintenance activities (3D printing,
photovoltaic solutions. It also has a portfolio of business electricity & instrumentation, process solutions, automation,
customers (industry and tertiary) in electricity (~14 TWh in etc.);
Belgium, ~9.3 TWh in the Netherlands) and natural gas (~17 TWh • construction and maintenance activities to mobility
in Belgium, ~10.2 TWh in the Netherlands), as well as energy infrastructures in the field of roads (lighting, traffic
services offers. management, etc), waterways, airport, ports and rail & metro
(stations, catenaries, signalization, passenger information
systems, etc.).

Regulatory changes: in 2020, the federal government provided all the necessary elements to the Commission to
approved funding for the capacity remuneration mechanism present its analyses, as part of its investigation into a final
(CRM). This step made it possible to submit the entire dossier decision. Then, the Belgian authorities will have to define the
to the European Commission (Directorate-General for modalities allowing the first auction to take place in
Competition). November 2021.
On 21 September 2020, the European Commission announced
the opening of an in-depth state aid investigation into the
Belgian Capabilities Mechanism's scheme. Electrabel has
1.6.2.2 United Kingdom
1.6.2.2.1 Missions & Strategy placemaking to create and regenerate communities as well as
maintain and support them. Activities also include provision
The United Kingdom (UK) BU has the defined mission to assist
of energy efficiency measures and renewable technologies.
businesses and local authorities on the journey to carbon-
Customers include local authorities, housing associations and
neutrality. The BU combines its capabilities in energy and
register housing providers. In 2020 ENGIE secured a new 10-
services to enable customers & stakeholders to embrace a
year contract with Rotherham Metropolitan Borough Council
greener, more efficient and increasingly digital world. It does
to provide repairs and maintenance services to 9,800 homes
this through reducing energy consumption and driving
across the area.
efficiency, greening supply and enabling progress through
innovative technology, data & partnerships. Public Sector (energy efficiency, facilities management,
technical services) : The BU is a key partner to central
government departments, healthcare and educational
1.6.2.2.2 Description of activities institutions providing solutions to maintain and operate
There are five divisions and one entity in the UK BU: buildings with high levels of efficiency. In 2020, ENGIE was
awarded a major 9-year contract for HM Courts and Tribunal
Energy infrastructure (power generation, renewables, trading Service, to provide facilities management services across
and portfolio management): The BU has over 2 GW of Crown, Magistrate and Tribunal court buildings throughout
generation assets including the UK’s foremost pumped England and Wales and Tribunal court buildings in Scotland.
storage facility (First Hydro) in North Wales and an
established renewables development business (on & offshore Futures (district energy networks, electric vehicles, smart
wind and solar). buildings): Futures is the entity which manages the UK BU’s
advancement of technologies, new innovations and services
Energy Supply (energy supply & power purchase): The BU technologies that will directly assist customers with their
provides supply of gas, electricity and power purchase carbon-neutral transition. This includes established operations
agreements for both public and private (SME, Industrial and such as district energy networks and also rapidly evolving
Corporate) organisations. 2020 has seen ENGIE secure a digitally driven offerings for buildings and green mobility. In
number of key contracts including a new contract to provide 2020 ENGIE was awarded a major project to design, build and
London’s Heathrow Airport with 100% green biomethane operate a new low-carbon energy scheme for the Nine Elms
from anaerobic digestion until March 2022. district in London.
Business Services (energy efficiency, facilities management, The UK BU was impacted significantly by Covid-19, especially
technical services): The BU focuses on supporting the within Business Services and Energy Supply due to lower
operations of businesses throughout the UK serving sectors demand. Its activities within the Public Sector, particularly
including corporate, manufacturing and industry, leisure, healthcare and for local authorities continued to maintain
transport and utilities. In 2020, ENGIE and EDF Energy signed critical services to customers throughout the crisis.
a major extension to their existing long-term partnership, Performance of Energy Infrastructure remained strong. The
which will see ENGIE continue to provide a range of facilities diversity of sectors and customers within the UK BU portfolio
management and specialist technical support services to means that envisage a solid recovery from the pandemic
EDF’s 11 power stations in the UK until the end of 2027. in 2021.
Places & Communities (design & refurbishment of homes,
buildings and places, energy efficiency, facilities management,
technical services). The UK BU is a strategic partner in
1.6.2.3 North, South and Eastern Europe (NECST)
1.6.2.3.1 Missions & Strategy The BU’s business encompasses Client Solutions (BtoB, BtoT),
Renewable (hydropower, wind, solar), gas Networks
The North, South & Eastern Europe BU is currently present in
(distribution, storage) and energy Supply (BtoC, BtoB). The BU
Austria, the Czech Republic, Germany, Greece, Italy, Norway,
implements its strategy through a country-by-country
Poland, Portugal, Romania, Slovakia, Spain and Switzerland.
organization, enabling it to accelerate its expansion to the
These countries present a strong market potential, particularly benefit of its customers.
given the industry footprint, the awareness of cities towards
sustainability, and the presence of numerous international firms
committed to lower their carbon footprint. The BU’s mission
is thus to co-develop, with clients, reliable and zero carbon
solutions for a new energy world.

1.6.2.3.2 Description of activities also a significant player in energy contracting, and is active in
the installation, operation and maintenance (O&M) of energy
As a BU, it has been severely hit by the sanitary crisis, with
efficiency solutions and has a leading position in technical
different patterns across countries and business areas. If
building services. It also operates 339 MW of renewable
Western countries, client solutions and energy supply activities
energy (wind, hydraulic pumping station) and battery storage
suffered significantly, but the BU has been able to protect
sites.
employees and clients, maintain critical activities and mitigate
part of the financial consequences. The BU recovery path is In Spain, the BU operates 112 MW of solar and hydropower
favored by its strong reactivity and its presence in resilient and 536 MW of wind. The BU also operates cogeneration units
sectors (such as cities, data centers, pharmaceuticals…). in Barcelona and the Netherlands and cooling and heating
networks in Barcelona and Saragossa. ENGIE Spain is also active
In Romania, the main activity is natural gas distribution via
in installation and maintenance services and supply of energy
Distrigaz Sud Retele subsidiary, which operates a 21,104 km
efficiency solutions. It supplies natural gas and electricity to
distribution network. The BU is engaged in natural gas storage
BtoB customers.
through its subsidiary Depomures. ENGIE Romania supplies
natural gas and electricity to 2 million customers (BtoC and In Portugal, the BU is mainly involved in renewable energy
BtoB) and energy services in particular to 0.8 million BtoC power generation, via TrustWind (a 50-50 joint venture with
customers through ENGIE Servicii. ENGIE Romania operates Marubeni) operating 489 MW of wind power. In December
two wind farms for an installed capacity of 98 MW and 2020, ENGIE, together with Crédit Agricole Assurances and
acquired, in December 2020, two operational ground- Mirova, closed the acquisition of a 1.7 GW hydroelectric
mounted PV farms of 8 MW. portfolio. It has a strong positioning in decentralized PV for BtoB
through ENGIE Hemera subsidiary. ENGIE Portugal also
Regulatory changes: retail and wholesale gas prices have
distributes heating and cooling to the city of Lisbon through its
been deregulated on July 1st, 2020. The retail electricity price
Climaespaço subsidiary and provides O&M services and energy
for households has been deregulated on January 1st, 2021.
efficiency solutions.
The new amendments to the Energy Law approved in 2020
impose a tax on natural gas suppliers calculated as 90% on In Poland, the BU is active in installation and integrated
the difference between the acquisition cost of gas molecule services and has a BtoB customer portfolio in electricity. It is
and 68 lei/MWh. It also imposes to gas distributors the also active in renewables, with an installed capacity of 138
obligation to connect household consumers in 90 days from MW of wind and 8 MW of solar, as well as in heating
their request and increases the penalties for non-compliance. networks.
The new law also requires from gas distributors to extend gas In Slovakia, the BU is an important private heating network
networks in all localities in the area where they hold a operator and also provides installation and O&M solutions.
concession contract. The costs related to customer In Austria and Switzerland, the BU is mainly active in energy
connections and network extensions are to be included in the efficiency, installation and maintenance. ENGIE Switzerland
distribution tariffs, with an accelerated depreciation for also handles the facility management of the Geneva and Zurich
investments related to household consumers. airports. In 2020, ENGIE Austria reinforced and greened its
In Italy, the BU is active in natural gas and electricity sales positioning in district heating by signing, in July, the
with ~820 consumers (BtoC and BtoB). It is one of the main construction and operation of a new energy supply system in
players in public lighting, reaching 500,000 lighting points Vienna, and acquiring in April Naturwärme-Montafon, which
under management in July, and it also kept reinforcing its owns and operates a biomass cogeneration and an associated
position in district heating networks in 2020. The BU also network.
provides, with a market leader positioning, energy efficiency In Norway, the BU and Susi Partners commissioned, in July, a
and decentralized solutions to residential clients, businesses 208 MW wind farm in Tonstad where the power is sold under
and public authorities, participating also to many Consip a 25-year offtake agreement with aluminum producer Norsk
public procurement tenders. ENGIE Italy operates 308 MW of Hydro.
wind and ground-mounted solar power assets, as well as
biomass units. In September, Amazon chose ENGIE to provide In the Czech Republic, the BU provides installation and O&M
a 10-year virtual PPA of 66 MW sourced by two PV parks solutions. and owns facilities for manufacturing switchboards.
under construction in Sicily. In Greece, ENGIE Hellas subsidiary is active in energy
In Germany, with its stakes in four municipal utilities, the BU efficiency solutions and technical services for buildings and
encompasses activities in energy supply, heating networks, supplies electricity and gas to retail, industrial and
energy distribution and decentralized solutions. The BU is commercial customers.
1.6.2.4 Generation Europe
1.6.2.4.1 Missions & Strategy The emergence of intermittent RES has resulted in greater
volatility in the production profile, and the phasing out of
The market of the Generation Europe BU is accelerating its
coal production, coupled with the phasing out of nuclear in
transition to less carbon-intensive energy generation. The
Germany and Belgium, will create a need to match electricity
European energy market, oriented by European and domestic
supply and demand in the medium term. In this context,
regulatory developments, is characterized by a strong
natural gas power plants now have a key role to play by
expansion of renewable energy sources (RES) and plans to
offering the necessary flexibility in the energy markets,
phase out coal-based generation. The industrial sector is
alongside emerging solutions such as batteries. Governments
following in the footsteps of the energy transition.
are introducing various remuneration mechanisms for power
generators (reserve capacity mechanisms, strategic reserves,
etc.). These mechanisms enable existing capacity to remain
operational.

In this context, the Generation Europe BU contributes to Portugal, Spain, and Greece), including its own power plants
security of supply and helps major industrial customers to and assets decentralized with customers. Installed capacity
face the challenges of the energy transition. The BU offers broken down by technology is as follows: gas (16.0 GW),
competitive energy services in the European markets and hydropower and pump storage (1.2 GW), biomass & other
innovative solutions to its industrial customers. (0.8 GW).
To achieve this, it generates and markets energy by: In addition, BU Generation Europe offers services to large
• operating and developing low CO2 emitting power industrial customers around energy supply, operation and/or
generation activities; maintenance solutions. It relies on proximity to its customers
and its strong references to help them face the challenges of
• operating pumped-storage facilities and developing battery
the energy transition.
storage, either in combination with its own power plants
or at customer sites; Regulatory changes: following the promulgation of the
• offering on-site power and heating generation solutions to European Green Deal, the European Commission proposed the
major industrial customers to ensure their security of accelerated reduction of CO2 emissions between now and
supply and reduce their CO2 emissions; 2030. To this end, the development of renewable energy and
the production of carbon-free fuels such as green hydrogen
• developing projects for the production and use of green
have been emphasized. Following this, various European
hydrogen.
countries have stepped up the phase-out of coal-based
production and subsidized the production and development
1.6.2.4.2 Description of activities of green hydrogen networks. Some have set up compensation
mechanisms for electricity capacity.
The Generation Europe BU manages a portfolio of thermal
generation assets with installed capacity of 18.2 GW in seven
European countries (France, Belgium, the Netherlands, Italy,
1.6.2.5 Nuclear
Since January 1, 2020, the Nuclear BU has been dedicated to The Group assumes obligations resulting from the April 11,
the operational management of the seven nuclear reactors in 2003 Belgian Law relating to the management of spent
Belgium and the rights held by EDF’s two power plants in nuclear fuel and the decommissioning of nuclear power
France. plants. Following the three-year review of nuclear provisions
carried out in 2019 under the authority of the Commission
for Nuclear Provisions, the technical scenarios for
1.6.2.5.1 Role & Strategy downstream management of the nuclear fuel cycle were
The BU is structured around the following operational revised.
priorities: The discount rates of nuclear provisions were adjusted from
• to ensure the optimum availability of nuclear power plants 3.50% at the end of 2018 to 3.25% for provisions for the
during their operational phase, thus contributing to the downstream nuclear fuel cycle, and from 3.50% to 2.50% for
generation of carbon-free power; and provisions for dismantling nuclear power plants, with
• to prepare for the shutdown and decommissioning of the inflation unchanged at 2%. Nuclear provisions stand at €13.5
first reactor in 2022 in both technical and organizational billion in 2019. The next review is scheduled for 2022.
terms. Regulatory changes: in its government agreement dated
Nuclear safety is a key part of these priorities. The current September 30, 2020, specified by the general policy note of
nuclear safety system is being continuously strengthened, in the Minister of Energy of November 4, 2020, the Belgian
close collaboration with the nuclear safety authorities. federal government confirms the end of nuclear power
generation in 2025, already planned in law. However, this
principle is accompanied by a mechanism to reassess this
1.6.2.5.2 Description of activities decision at the end of 2021, according to its impact on security
of supply. If the monitoring mechanism shows that there is a
The BU employs more than 2,200 people in Belgium, divided
problem with security of supply, the government agreement
between Doel, Tihange, and Brussels. The BU operates, in
provides for the option of adjusting the legal schedule by up to
compliance with the strictest nuclear safety standards, the
2 GW of capacity. In terms of nuclear provisions, the
Doel and the Tihange nuclear power plants. These plants
government recommends strengthening the legal framework
represent a total installed capacity of 5,943 MWe (including
and plans to set up a working group to carry out discussions to
897 MWe in partnership with the EDF Group). The BU also has
update this framework.
1,118 MWe of rights in the Tricastin and Chooz B power plants
in France.
The legal framework in place provides for the operation of
nuclear power plants in Belgium until 2025. defining, amongst
other things, the economic parameters governing the lifetime
extension of Tihange 1, Doel 1 and Doel 2 until 2025 and the
mechanism to calculate the nuclear contribution to be paid by
ENGIE Electrabel.

1.6.3 Latin America

The Latin America reporting segment includes the activities of two BUs: the Latin America BU (Argentina, Chile, Mexico, Colombia,
and Peru) and the Brazil BU.
Key figures

Revenues 4,774 5,341 -10.6%
EBITDA 2,014 2,221 -9.3%
1.6.3.1 Latin America (excluding Brazil)
1.6.3.1.1 Missions & Strategy In Mexico, ENGIE operates 8 local distribution companies
providing natural gas to nearly 630,000 customers through
The Latin America BU aims to be the preferred partner
an 12,500 km network, and 3 gas transmission companies
providing sustainable solutions for a carbon-neutral world in
operating around 1,300 km of pipelines. In August, the first
the five countries where ENGIE is present (Argentina, Chile,
phase of Cuxtal Gas Pipeline was completed, interconnecting
Colombia, Mexico, and Peru).
our Mayakan system with the National Pipeline System. This
The BU’s targets, which are fully aligned with its role, are to: constitutes the first of three phases that will enable the
• provide its customers with cleaner energy; supply of cleaner energy to more than 700,000 homes and
• help its customers to improve their consumption; industries in the Yucatan Peninsula.
• extend the activities of its networks as key “regional anchors” In power generation, by mid-2021, ENGIE Mexico will operate
to roll out its solutions; near 1,000 MW of renewable power plants.
• support growth in these countries by developing social In Argentina, ENGIE holds a 64.2% stake in Litoral Gas, a gas
infrastructure (universities, hospitals, airports, etc.). distribution company with more than 740,000 clients. It also
holds an equity investment of 46.7% in Energy Consulting
Services (ECS), a company that sells electricity and gas and
1.6.3.1.2 Description of activities provides energy advisory services. ENGIE also holds an
interest in Gasoducto NorAndino, an approximately 1,000
1.6.3.1.2.1 Power Generation and Energy Infrastructure
kilometers pipeline between Argentina and Chile, wholly
In Peru, ENGIE owns a 61.77% stake in ENGIE Energia Peru, a owned by ENGIE Energia Chile.
leading power generation company with an installed capacity
In Colombia, ENGIE opened a new development office in
of around 2,500 MW (50% are renewable and gas), making it
2019.
the largest energy producer in the country. ENGIE Energia
Peru’s shares are traded on the Lima stock exchange.
1.6.3.1.2.2 Client Solutions
In Chile, ENGIE owns a 59.99% stake in ENGIE Energia Chile
On December 2018, ENGIE Latin America, acquired CAM, a
(EECL). This company has installed capacity of around
services company with activities in Chile, Colombia and Peru,
2,065 MW and manages 2,300km of transmission lines. Its
and focused on providing solutions in the field of installation,
shares are traded on the Santiago stock exchange. In 2019
operation and maintenance for the electricity and
the company announced an aggressive decarbonization plan
telecommunications sectors.
that includes a major investment in renewables. By 2025,
EECL will operate near 1.500 MW of solar and wind plants During 2019, an integration process took place between CAM
and will have closed 800 MW of coal units. and the current ENGIE services companies in Latin America,
resulting in the creation of a regional services platform
In addition, EECL owns 50% of TEN (Transmisora Electrica del
composed by 100% ENGIE client solutions subsidiaries in
Norte), a company that operates 600 km of transmission lines
Chile, Colombia, Mexico and Peru. These companies provide a
that interconnects Chile´s north and center electricity grids.
comprehensive portfolio of solutions mainly for extractive
In the gas business, ENGIE holds a 63% stake in GNL industries, cities and properties.
Mejillones, an LNG regasification terminal with a 5,5 Mm3/day
capacity, and 100% in ENGIE Gas Chile and ENGIE Stream
Solutions Chile, companies dedicated to the commercialization
of natural gas through distribution pipelines and LNG by
trucks.
1.6.3.2 Brazil
1.6.3.2.1 Missions & Strategy Centralized power generation will continue to play an
important role. The growing contribution of NCRE to the
Brazil is a rapid growth economy with a population of
country’s energy mix, added to new hydroelectric power
approximately 200 million. Electricity demand has been steadily
projects, have increased the thermal generation requirement
growing over the last decade. Electricity supply in the
(the system has become more vulnerable due to unfavorable
country still relies heavily on hydroelectric power (64% of total
hydrological scenarios). Growing environmental issues and
installed capacity). The energy mix is being diversified, with
difficulties with obtaining licenses represent further
the development of thermal and non-conventional renewable
challenges in the creation of new hydroelectric power plants.
energy (NCRE) sources.

In this context, gas will play a key role in the energy mix in In natural gas pipeline infrastructures, ENGIE has acquired
the medium term, reinforced by recent discoveries in the pre- 65% of TAG’s assets. This acquisition took place through the
salt region (which have practically doubled potential domestic consortium comprising ENGIE S.A, ENGIE Brasil Energia and
production) and the need to deal with increasingly volatile the Caisse de dépôt et placement du Québec (CDPQ). TAG is
components. one of the biggest natural gas transmission companies on the
The Brazil Bu’s mission is to provide innovative and regulated market in Brazil, with a network of pipelines of
sustainable solutions in energy and services to companies approximately 4,500km, representing 47% of the country’s
and territories. total gas infrastructure. TAG has 11 gas compression facilities,
14 gas reception points (including two LNG terminals) and 90
More specifically, the BU Brazil’s strategic directions are
gas distribution points.
focused on:
ENGIE Brasil Energia executed an agreement for the purchase
• centralized power generation and electricity transmission:
of 100% of the stock of Sterlite Novo Estado Energia S.A., the
be at the forefront of the transition towards an
holder of a concession for the construction, operation and
increasingly renewable world of energy, investing in wind,
maintenance of 1,800 kilometers of transmission lines in the
leveraging sites to invest in centralized solar PV while
states of Pará and Tocantins. The BRL 410 million deal also
maintaining core competencies in hydropower;
includes construction of a new substation and upgrades to
• gas: be in the forefront of the re-structuring of the gas three existing substations in the two states.
market in Brazil resulting in a more competitive market
and benefit from new opportunities to come; 1.6.3.2.2.3 Client Solutions
• energy services with assets: become a major player in ENGIE Brasil is also active in the development and
energy services in Brazil, with a focus on large industrial implementation of integrated solutions focused on reducing
and commercial sites; costs and improving infrastructure for businesses and cities.
• decentralized power generation: support development of Its activities include energy efficiency, energy management,
“prosumers” (producers and consumers) in Brazil by setting and management of energy supply contracts, as well as public
up decentralized electricity production solutions for lighting, HVAC systems, telecommunications, security, and
residential customers. urban mobility systems for cities. The Brazil BU is currently
the leader in energy management, managing and monitoring
more than 25,000 points. It is also one of Brazil’s leading
1.6.3.2.2 Description of activities public lighting network managers, with 300,000 points.
1.6.3.2.2.1 Centralized energy generation
1.6.3.2.2.4 Decentralized solar power generation
ENGIE Brasil Participacoes Ltda (EBP), a subsidiary of the
ENGIE is expanding its decentralized solar power generation
Group, owns power generation assets of 430 MW in operation
business in Brazil, with more than 2,300 solar panels. In
and 361.2 MW under construction, representing around 6% of
addition, ENGIE Solar PV Utility-Scale, an entity reporting to
Brazil’s total capacity. 83% of installed capacity comprises
the Group’s Corporate function, provides large-scale
hydroelectric power plants, 11% thermoelectric plants and 6%
photovoltaic solutions, mainly involving development and
complementary plants (biomass, wind, small hydroelectric
EPC (Engineering, Procurement and Construction) services.
power plants and solar).
The company operates photovoltaic power plants with
EBP holds 68.71% of the share capital of ENGIE Brasil Energia installed capacity of 260 MW.
(EBE), which is responsible for the centralized generation
Regulatory changes: on the gas market, a new law, which is in
business. The company is listed on the Brazilian stock
the process of being approved, aims to open up the market
exchange. EBP has an equity investment of 40% in Energia
and create opportunities in areas such as gas distribution, gas
Sustentavel do Brasil Participações S.A. ESBR wholly owns the
storage and biogas. In the electricity sector, after a public
Jirau hydroelectric power plant (3,750 MW).
consultation in 2018, numerous measures have been
1.6.3.2.2.2 Infrastructures implemented or are planned with the aim of modernizing the
sector in the light of the energy transition. These measures
in December 2017, ENGIE entered the transmission lines include a gradual reduction in subsidies, the extension of
market in Brazil. EBE won an auction for a project involving concessions, the gradual widening of eligibility criteria on the
around 1,000 km of transmission lines and five substations in free market, a review of the electricity market (electricity
the southern state of Paraná. prices on an hourly basis, remuneration of capacity, etc.), the
In January 2020, ENGIE won a call for tenders for the taking into account of hydrological risk, and smart meters for
acquisition of a 30-year concession project that includes the individual customers.
building, operation and maintenance of a 1,800-km
transmission line in the north of Brazil.
ENGIE has thus become the biggest power infrastructure player
in Latin America, with close to 3,000km of lines rolling out in
Brazil by 2022 and 2,200km already in operation in Chile.

1.6.4 United States and Canada

The United States & Canada reporting segment corresponds to the North America BU. The BU entities provide renewable power
generation, district energy services, retail electricity sales, natural gas, the United States, Canada and Puerto Rico.
Key figures
Revenues 4,229 4,457 -5.1%
EBITDA 245 269 -8.8%
1.6.4.1 Missions & Strategy

The United States registered significant growth in total The BU is thus developing in two key growth areas: (i)
renewable energy capacity of approximately 9.3 GW in wind renewable energy generation (wind, centralized and
and 6.9 GW in solar in 2019. More and more of these assets decentralized solar and storage), to meet growing demand for
are connected to end-customers. Thus, direct purchase clean energy from customers, and (ii) client solutions to help
contracts for green energy with industrial customers or customers modernize their facilities, reduce their costs,
communities represented nearly 20GW in the United States in preserve their resources and optimize the environment for
2019. Furthermore, the US energy efficiency market their users in terms of comfort, security and productivity. It
generates turnover of around $7 billion. After Europe, it is aims to encourage customers achieve their transition to
one of the largest and most mature markets. The carbon-neutral by adopting a partnership approach.
municipalities, universities, schools and hospitals sectors The North America BU has clear opportunities and ambitions
(MUSH) represent around 70% of total North America for the future:
revenues.
• having built nearly 2 GW of new renewable capacity in
Campuses, hospitals and universities require integrated, 2020, to accelerate the development of renewable energy;
complete solutions to manage their facilities and improve
• to be recognized as a leader in integrated carbon-neutral
their efficiency. Lastly, distributed production and storage
solutions by: combining the technical capabilities and
have accelerated, with community projects being increasingly
internal technologies of the BU in order to offer
encouraged in the States (particularly in Massachusetts and
sophisticated and financed solutions to its customers;
California).
• to industrialize the development of solutions based on
The aim of the North America BU is to help to build a decentralized infrastructure (starting with district heating
sustainable future and to provide local authorities and and cooling, distributed solar, and batteries).
businesses with clean, affordable, and resilient energy and
supporting infrastructure.
1.6.4.2 Description of activities

The BU’s three main business segments are: The BU’s successes in 2020 were:
• The generation of mostly renewable power: the BU builds • an agreement with Meridiam in January 2020 for the
and operates wind, solar and storage projects across North concession of the University of Iowa concerning energy
America, and built nearly 2 GW of new renewable energy efficiency, water management and sustainability in general.
capacity in 2020. This energy is intended for end-customers ENGIE will be responsible for the operation, maintenance,
in the form of long-term purchase contracts. Customers such optimization, and improvement of public service systems
as Microsoft are thus relying on a hybrid wind and solar on the university campus. The project includes the
power solution that allows them to achieve their carbon provision of heating, cooling and power to the campus
neutrality goals and access clean energy 24 hours a day, through a dedicated network, and the management of high-
seven days a week. The BU is also active in decentralized quality sanitary water and rainwater services;
solar energy. • an agreement with Hannon Armstrong for the sale of a 49%
• Services: share of a portfolio of 2.3 GW of renewable energy. ENGIE
— to cities and communities with tailor-made solutions to will retain control of part of the portfolio and continue to
help them use resources more efficiently to meet the manage the assets. This portfolio represents 2.3 GW, which
essential expectations of stakeholders, while paying includes 1.8 GW of onshore wind projects and 0.5 GW of
greater attention to their essential role; solar photovoltaic (PV) projects;
— to businesses and industries with solutions designed • the commissioning of 0.4 GW solar power and 1.4 GW wind
to meet changing regulatory requirements while taking power in 2020 in the United States.
into account competitive market opportunities and Regulatory changes: Since Joe Biden's election in November 2020,
shareholder concerns; the new administration has shown a greater commitment to
— buildings with solutions that meet the essential priorities energy transition and the fight against climate change.
of this customer segment – programming, price
certainty, reliability and safety – while taking into
account all fiscal and social factors, down to the local
level.
• The supply of electricity and gas to more than 40,000
industrial, business and community customers in 14 states:
Connecticut, Delaware, Illinois, Maine, Maryland, Massachusetts,
New Hampshire, New Jersey, New York, Ohio, Pennsylvania,
Rhode Island, Texas, and Washington D.C.

1.6.5 Middle East, Asia & Africa

The Middle East, Africa & Asia reporting segment comprises Asia, and Turkey BU (including India and Pakistan). In all of
the activities of four BUs: the Asia Pacific BU (Australia, New these regions, the Group is active in electricity generation and
Zealand, Thailand, Singapore, Indonesia, and Laos), the China sales, gas distribution and sales, energy services, and
BU, the Africa BU, and the Middle East, South and Central seawater desalination in the Arabian Peninsula.
Key figures
Revenues 2,382 2,937 -18.9%
EBITDA 600 725 -17.2%
1.6.5.1 Asia-Pacific
1.6.5.1.1 Missions & Strategy their portfolio of assets in Malaysia (complementary to our
partnership with Filinvest in the Philippines).
The Asia-Pacific BU operates in a vast, diverse fast-growing
region. A need for basic energy infrastructure in some • Renewables: Across the five countries in South East Asia has
countries, growing digitalization and urbanisation and renewable pipeline of > 4,000 MW of solar, wind, hydro,
growing or nascent environmental concerns offer immediate storage projects under development. In Indonesia, ENGIE is
and future opportunities. In addition, the region has many a key player in geothermal through our investment in
Fortune 500 and RE100 companies physically present which Supreme Energy with 85 MW in operation and 90 MW
provides the opportunity to assist global customers in under construction (COD 2021). During 2020, ENGIE was
achieving their Sustainable Development Goals. awarded 135 MW project in Malaysia as part of large scale
solar 3 (LSS3) auction which is now under construction
During 2020, the Asia-Pacific BU has further narrowed its
(COD 2021).
geographic focus and through the cessation of business
development activities in North Asia (Japan and South • Thermal: In Singapore, ENGIE holds a 30% stake in Senoko
Korea).The Asia-Pacific BU is focusing its activities in five Energy, operating a portfolio of power generation assets
countries with the continuation of developing our stronghold with a combined capacity of 2,807 MW. Senoko is present
markets of Australia and Singapore, as well growing our in the B2B electricity retail market and is also the B2C
presence in South East Asia (Singapore, Philippines, Malaysia, retail market which has been fully open since 1 May 2019.
Indonesia) where we look to turn existing footholds into • Networks: In December 2020, ENGIE divested its 40% stake
strongholds. in PTTNGD, a distributor of natural gas to industrial
customers in Thailand.
Following the completion of our asset rotation strategy
(8,000 MW thermal), while the portfolio has a presence in all Throughout 2020, Covid-19 became a global health crisis and
Business Lines, the Asia-Pacific growth strategy is primarily while the duration of the pandemic remains unclear, many
orientated around Renewables and Client Solutions. countries have announced significant stimulus packages
which should see countries within the Asia-Pacific perimeter,
accelerate out of the temporary dip in growth caused by the
1.6.5.1.2 Description of activities pandemic.
Australia: ENGIE operates over 1,100 MW (gross) of Myanmar: Mandalay Yoma Energy, a joint venture between
renewable (wind turbine) and gas-fired plants, 750,000 GDF International SAS (GDFI), a member of the ENGIE Group
customer accounts in B2C Supply business, a B2B Client (“ENGIE”) and Sol Partners Pte. Ltd. (“Sol Partners”) is focused
Solutions (multi-technical services) business and a growing on providing access to energy through the deployment of
B2T business servicing customers such as Springfield City micro-grids.
Group and Monash University. Australia has a >3,000 MW Regulatory changes: a number of countries in the Asia-Pacific
pipeline of solar and wind projects under development and is region are taking further steps to increase the penetration of
actively engaged with customers seeking Corporate PPAs to renewable generation and energy efficiency measure. Key
help meet their sustainability goals. In October 2020, ENGIE evolutions in 2020 include:
launched an innovative equity finance platform in
• In Australia, the Federal Government released the
partnership with Infrastructure Capital Group (ICG) to
Technology Investment Roadmap, its flagship
accelerate the development of renewable energy assets.
decarbonization policy with a $18 billion AUD investment
South East Asia (Singapore, Philippines, Malaysia, Thailand, commitment over ten years for five priority areas:
Indonesia): hydrogen, carbon capture and storage (CCS), soil carbon,
• Client Solutions: Well established position for future storage options and ‘low-carbon’ steel and aluminium
growth in Client Solutions through multiple successful production.
acquisitions and organic growth, with strong capabilities • In the Philippines, the Department of Energy confirmed
(technical maintenance, energy efficiency, district cooling 2020 its moratorium for greenfield coal power plants to
systems, onsite generation) to provide low carbon offers further enhance the prospect of the renewable energy
as a service. ENGIE secured a partnership with Sunway landscape and is imposing a 1% YoY increase in favour for
(leading local real estate developer) to deploy DCS over renewables and set of renewable energy tax incentives.

• Review of the Malaysia Electricity Supply Industry 2.0 • In Indonesia: with growing discontent towards fossil fuels,
(MESI 2.0) ongoing, including the liberalization of the President Jokowi is adamant for the country to reach their
electricity retail market, trial run for the third-party access Paris Agreement renewable target of 23% in 2025 (from
of TNB’s transmission assets, as well as independent 11% today). Key regulatory changes are underway, setting
sourcing of coal and gas from third parties for independent the right conditions for transparent procurement and pave
power producers (IPPs) are all positive evolutions. the way for bankable and profitable renewable
investments.
1.6.5.2 China
1.6.5.2.1 Missions & Strategy 1.6.5.2.2 Description of activities

After the Covid-19 crisis at the start of the year, China The China BU is pursuing the strategy defined by the Group
pursued its economic expansion. On September 22, 2020, it on the Chinese market and developing clean energy offers
announced a carbon neutrality target of 2060 to the United based on renewable sources (solar PV, wind power, and
Nations General Assembly, with a peak in emissions expected energy storage) and decentralized energy solutions (heating
before 2030. and cooling networks, electric vehicles charging, and energy
In this context, the China BU is focusing its development efficiency services).
activities on two main sectors: renewable energy and The China BU also continues to support the Group by
decentralized energy infrastructure for local authorities and optimizing the supply chain for equipment and services from
industry. China. When the Covid-19 health crisis became generalized,
The China BU joins the APAC BU in 2021. the BU also provided very substantial support relating to
personal protective equipment (masks in particular).
Regulatory changes: China continues to modernize towards a
more deregulated electricity market without subsidies for
renewable energy.
1.6.5.3 Africa
1.6.5.3.1 Missions & Strategy • In Senegal, ENGIE finalized the construction of two PV solar
power plants totaling 60 MW under the IFC Scaling Solar –
There is a growing need for energy in Africa, to sustain the
program.
economic growth that is forecast for the coming years. In
response to the challenge of access to energy in Africa, ENGIE • In Tunisia, the consortium led by ENGIE and NAREVA has
has the unique capability of implementing integrated been declared preferred bidder for the construction of the
solutions throughout the energy value chain, from 120 MW Gafsa PV power plant.
infrastructure and centralized power generation to off-grid Alongside its grid-connected centralized energy generation
solutions (domestic solar systems, micro-grids) and energy activities, ENGIE also has a presence on the off-grid solutions
services. market. In 2020, ENGIE realized the integration of Fenix
The Africa BU was in charge of developing ENGIE activities in International, ENGIE Mobisol and ENGIE PowerCorner and
African countries which offer a promising balance between created a new entity, ENGIE Energy Access. With over
risks and rewards for the core activities of ENGIE. In line with 1,700 employees, operations in nine countries across Africa
the Group decision to streamline its operations, the regional (Benin, Côte d’Ivoire, Kenya, Mozambique, Nigeria, Rwanda,
organizations of Africa and MESCAT Business Units have Tanzania, Uganda and Zambia), over 1 million customers and
merged in early 2021. more than 5 million lives impacted so far, ENGIE Energy
Access is Africa’s leading off-grid company.
ENGIE’s energy services activities are spread throughout the
1.6.5.3.2 Description of activities continent but with a particularly strong presence in Morocco
In the centralized power generation business, ENGIE has a with ENGIE Services Maroc. In South Africa, ENGIE operates
strong presence in Egypt, Morocco, Senegal and South Africa through ENGIE Thermaire & Ampair. ENGIE Services Côte
with 3.15 GW of power generation capacity in operation or d’Ivoire is the services company for West Africa.
construction and development projects in Djibouti and Tunisia. The Covid-19 pandemic has a limited impact on the
During the year 2020, major milestones have been achieved : centralized generation business despite negative impact of FX
• In Djibouti, Engie signed an agreement with the Djiboutian corrections. ENGIE Energy Access registered a decrease of
Ministry of Energy for the development of the 30 MW sales in its main markets. Lockdowns and associated reduced
Grand Bara PV power plant. economic activities have strongly impacted the installation
sector.
• In Egypt, ENGIE and its consortium partners are developing
the 500 MW Red Sea wind farm.

1.6.5.4 Middle East, South and Central Asia, and Turkey (MESCAT)
1.6.5.4.1 Missions & Strategy In Turkey, ENGIE holds a majority stake in the Baymina CCGT
plant, with total production capacity of 763 MW. The plant
The Middle East, South and Central Asia, and Turkey region
has now been mothballed due to a drop in demand and low
includes a population of over two billion in more than
prices in the electricity market.
30 countries. The target countries are showing signs of
resilience despite the impact of Covid-19 and the drop in the
1.6.5.4.2.2 Renewable energy
price of oil, particularly in some Gulf countries which have
substantial reserves through their sovereign wealth funds. In India, ENGIE holds a portfolio of nearly 1.1 GW in
While their economic conditions vary, most countries have renewable energy capacity (280 MW of wind power and
renewable energy projects under development as well as high 1,100 MWc of solar power), installed or under construction.
levels of urbanization.
1.6.5.4.2.3 Client Solutions
Due to its long-term contracts, the results of the BU were
minimally affected by the Covid-19 crisis, but the crisis In 2019, ENGIE acquired all of the Cofely-Besix joint venture,
involved the extensive mobilization of all the teams to which became ENGIE Solutions Middle-East. In the GCC
continue to ensure the production of energy and desalinated countries, ENGIE Solutions is a major facility manager and
water at the numerous plants. provides its customers with energy performance services and
a range of services in the areas of facility management,
The BU’s strategy is based on the following two key pillars: (i) decentralized energy generation, and public lighting. ENGIE
preserving and increasing the value of the portfolio of Solutions has established itself in Saudi Arabia and is
existing assets, and (ii) generating growth through new experiencing satisfactory development.
business lines and services in the countries of the MESCAT BU
via acquisitions and increasing equity investments. ENGIE holds a 40% stake in Tabreed (National Central Cooling
Company PJSC), the leader in urban cooling networks in the
The MESCAT BU, a key contributor to the Group’s results, GCC. The company distributes the equivalent of one million
continues to develop strong positions in low-carbon tons of cooling produced by its 83 urban cooling plants located
centralized energy generation (natural and renewables). It is in the Gulf countries, and is expanding in India. Tabreed has
accelerating in new activities such as the independent had several commercial successes with the acquisition of the
production of desalinated water and cooling networks, which cooling networks of Downtown Dubai and the cooling plant of
are becoming a major contributor to the results of the BU. Masdar (water).
ENGIE provides operating and maintenance (O&M) services to
1.6.5.4.2 Description of activities industrial companies, in both power generation and
distribution, in Turkey and in the GCC countries.
1.6.5.4.2.1 Thermal generation/desalination In the GCC countries (particularly Saudi Arabia), ENGIE has
In the Gulf Cooperation Council (GCC) Countries, the ENGIE begun to develop corporate PPAs with industrial customers.
acts as an asset developer, owner and operator. The BU sells
the electricity and water it produces under long-term public 1.6.5.4.2.4 Energy supply
power and water contracts. ENGIE is the leading private In India, ENGIE owns Simpa Networks, which markets
power and water developer and/or operator in the region. individual solar electrification solutions in disadvantaged
The total power generation capacity of 31 GW serves more rural areas in northern India. The Covid-19 health crisis
than 40 million people. The desalination facilities in operation significantly affected this activity.
or under construction produce nearly 6 million m3 of water/
day. In 2020, ENGIE won the Yanbu contract in Saudi Arabia In Turkey, ENGIE owns 90% of IZGAZ, the country’s fifth-
with capacity of 100 MIGD. largest natural gas distributor, which distributed and
marketed natural gas to 360,000 residential, commercial and
In Pakistan, ENGIE owns 100% of two combined cycle gas industrial customers in the Kocaeli region in 2019.
turbine (CCGT) plants with total capacity of 932 MW. The
electricity produced is sold under long-term PPAs to the
distribution companies.
1.6.6 Others
The “Other” reporting segment encompasses the following • the Tractebel BU (engineering companies specializing in
activities: energy, hydropower and infrastructure);
• the Global Energy Management (GEM) BU manages and • the GTT BU (specializing in the design of cryogenic
optimizes the Group’s portfolios of physical and contractual membrane confinement systems for maritime transport
assets (excluding gas transmission, distribution and and onshore and offshore storage of LNG);
storage infrastructures), particularly in the European • and the contribution of the Hydrogen BU, the Businesses
market, on behalf of the BUs that hold power generation and Local Authorities activities of ENGIE SA, and the
assets and of customer portfolios. It is also responsible for holding company and Corporate activities, which include
selling energy to national and pan-European key industrial the entities responsible for the Group’s centralized
accounts and for supplying energy to the BUs which sell it financing and the contribution of the associate company
on to their customers. Lastly, it leverages its expertise in the SUEZ until its disposal in October 2020.
energy-related financial markets to provide solutions to third
parties.

Key figures

Revenues 8,417 8,633 -2.5%
EBITDA (14) 182 -107.5%
1.6.6.1 Global Energy Management (GEM)
1.6.6.1.1 Missions & Strategy With regard to power asset management, GEM provides
dispatching and optimization activities for ENGIE's power
With a staff of around 1,400, offices in 16 countries and eight
generation assets as well as for third party assets. Concerning
main trading platforms covering Europe, the United States
gas asset management, GEM manages gas upstream supply,
and the Asia Pacific region, the Global Energy Management
transportation and storage capacity portfolio, including
(GEM) BU is in charge of two main purposes. On one hand,
valorizing and optimizing asset flexibility through the
GEM BU optimizes the value of Group's power, gas and
markets.
renewable assets, manages portfolio risks on behalf of the
Group through markets and contributes to the GEM also provides energy transition services, managing and
competitiveness of the Group’s Business Units. On the other optimizing intermittent renewable assets, offering demand
hand, GEM develops commercial activities with more than side management solutions and battery storage services. The
800 external clients in more than 50 countries. BU is developing activities in the purchase and supply of
renewable energy and low-carbon gases.
In line with ENGIE’s strategy, GEM pursues its plan to expand
its green energy management portfolio, which includes Finally, GEM delivers LNG and biomass supply solutions
renewable power, low carbon and green gases, sustainable worldwide.
biomass, guarantee of origin and green certificate. In this In 2020, the unprecedented crisis triggered by the Covid-19
respect, GEM develops the management of long-term hit the commercial and energy supply activities of GEM BU.
renewable power purchase agreements “Green PPAs”. GEM The BU faced 46 of credit incidents, but its market activities
already concluded such transactions amounting to 1 GW over were able to leverage high volatility in the context of
10 years. exceptional market conditions.
This business development is strengthened by cultural change Regulatory changes: on 27 May 2020 the EU announced a
initiatives and specific training programs, and by taking into major Recovery Plan intending to repair the economic and
account social, environmental and carbon emissions criteria in social damage brought by the coronavirus pandemic. A third
decision-making process. of the total 1,8 b€ plan will be earmarked to the energy
transition in order to incentive innovation, development of
renewable energy and decarbonization technologies. Power
1.6.6.1.2 Description of activities and gas markets will benefit from this plan, including the
GEM provides wholesale energy market access and risk transport sector. The upcoming “Decarbonization Package”, to
management services, including market risk hedging products. be set by the European Commissions by 2022 for the
The BU develops energy supply activities, delivering gas, decarbonization of the gas sector, will be at the crossroads of
electricity and associated risk management services to major the Green Deal (issued in 2019) and the Recovery Plan.
industrial clients in Europe and to ENGIE’s sales entities.
1.6.6.2 Tractebel
1.6.6.2.1 Missions & Strategy customers demand. The thermal energy teams support ENGIE
in the development of new power plants in Belgium under
For more than 150 years, Tractebel has been known as an
the CRM mechanism. Tractebel is also involved in several
engineering company of prime standing in the areas of
wind projects in Africa and Asia (Gulf of Suez in Egypt, Taiba
energy, water and urban infrastructure worldwide. Tractebel
in Senegal, and Hong Phong 4 in Vietnam), from design to
is now focused on designing, engineering and building
commissioning.
integrated solutions to support its customers all over the
world as they make the carbon-neutral transition. The BU In support of the energy transition, Tractebel offers an offshore
aims to be the leader in engineering for a carbon-neutral hydrogen production platform and provides engineering,
future. procurement and construction management (EPCM) services for
the Rhyno project in South Africa. Tractebel is also in charge of
Tractebel offers an integrated range of engineering, project
design, project management and construction management for a
management and advisory services throughout the entire life
project to strengthen one of the North-South corridors of the
cycle of its customers’ projects.
electricity grid in Germany.
With 60 years of experience, Tractebel has developed
1.6.6.2.2 Description of activities cutting-edge knowledge in the field of nuclear power.
In the energy sector, Tractebel continues to employ its Operators, constructors and investors have confidence in its
multidisciplinary technical skills in the service of the Group’s services, which include designing new facilities, supporting
internal and external customers to design, plan, develop and safe, profitable operations, preparing and overseeing
oversee the construction of electricity and gas projects or decommissioning activities and developing new reactors.
large-scale transmission and distribution networks. Tractebel Tractebel continues to roll out its services to operators such
works on the very high-performance, hybrid solutions that its as EDF in France and ESKOM in South Africa.

Tractebel is also taking part in the development of power Tractebel is conducting the execution studies for the Snowy 2.0
reactor construction projects at the Hinkley Point and Sizewell pumped-storage hydroelectric power station (PSHPS) in
sites in the UK and in large-scale defense infrastructure Australia and is helping to develop a digital decision support
projects in France. In the field of small modular nuclear tool for the management of infrastructure on inland waterways
reactors, Tractebel is carrying out a study for a Finnish in Walloon (Belgium).
industrial company interested in decarbonizing its district Lastly, Tractebel is helping to achieve a sustainable living
heating energy source. environment by incorporating its know-how in the areas of
Benefiting from expertise and an international reputation, energy, water, infrastructure, construction and mobility. More
Tractebel has planned, designed and supervised the than 1,000 urban planners, engineers and environmental
construction of more than 1,000 hydro infrastructures on specialists at Tractebel design solutions to make urban
all continents. These developments include dams and environments more livable, greener and more sustainable.
hydroelectric projects of all sizes as well as irrigation Using building information modeling (BIM) and complex
systems, water supply and sanitation projects, water transfer modeling and simulation tools, Tractebel is taking part in
works, and marine and waterway infrastructure projects. various low-carbon transport infrastructure projects in
The services cover the entire life cycle of projects, from Antwerp, Ghent, Luxembourg, Frankfurt, Delhi, Santiago and
planning to the operation of structures, including the design, Greater Paris. The teams have won low-consumption building
construction and commissioning phases. The solutions offered design projects in Belgium, Italy, and France and act as
are at the cutting edge of modern engineering and also include experts for Isocarp (the International Society of City and
consulting services to effectively support the development of Regional Planners), and for ENGIE, in order, for example, to
projects. outline the global urban landscape in 2030.
https://www.engie.com/en/nine-types-cities-imagine-world-
tomorrow
1.6.6.3 Gaztransport & Technigaz (GTT)

The company specializes in systems of cryogenic, or very low Over the past 50 years, GTT has developed tried and tested
temperature, membrane containment used for sea transport technologies for sea transportation and onshore and offshore
and onshore and offshore storage of LNG and other liquefied storage of LNG and other liquefied gases.
gases. The confinement systems designed by GTT are based on its
The GTT BU’s missions are to (i) provide the various players in Mark and NO membrane technologies for LNG tankers and
the LNG chain (shipyards, shipping companies, gas companies) other floating units and GST for LNG onshore storage tanks.
with containment systems designed by the Company, which These systems make it possible to transport and store
make it possible to transport and store liquefied gas in bulk, liquefied gas in bulk, safely and reliably.
reliably and safely; (ii) provide engineering, advisory, training, GTT also provides solutions for the use of LNG as a fuel for
maintenance assistance and technical study services at all shipping as well as a broad range of services in engineering,
stages of the liquefied gas chain, and (iii) promote new LNG assistance in emergency situations, consulting, training,
outlets, by contributing in particular to the development of maintenance assistance and the performance of technical
LNG as a fuel for the propulsion of ships (LNG as fuel), and of studies. In 2019, the trend in orders for LNG tankers, ethane
LNG transportation by sea or inland waterways in small or tankers, and GBS terminals (gravity based structures)
medium-sized ships. continued, with new achievements in the field of LNG fuel.
Traded in Compartment A of the Euronext Paris market, GTT
is 40.41% held by ENGIE. It is currently under strategic
review.
1.6.6.4 ENGIE SA Entreprises & Collectivités activities (Businesses and local communities)

Entreprises & Collectivités (E&C) aims to be the preferred energy E&C has developed new partnerships, through the acquisition
supplier for businesses, local authorities and condominiums of Certinergy and CN Solutions in January 2019, leaders in
(BtoB segment) in France. E&C and its 700 employees support EEC production on the BtoB market, and the creation of
around 50,000 customers and supply gas and electricity Réservoir Sun, a joint venture with Green Yellow (Casino
(approximately 36 TWh of natural gas and 30 TWh of electricity group) dedicated to self-consumption, in October 2018. It has
sold in 2020) for around 400,000 delivery points. also focused on customer satisfaction, the experience of its
E&C also supports its customers as they make their zero- employees, risk management, commercial synergies within
carbon transition, responding to their need to be competitive the Group, and the sale of biomethane (it is the leading buyer
and anticipating changes in their expectations. It is thus and seller in France with 50% of market, representing around
developing the supply of carbon-free energy, local generation 1 TWh in 2020).
and self-consumption of solar power, energy efficiency and In 2020, the health crisis and the temperatures, some of the
the production of energy saving certificates (EEC) as well as highest recorded in the last century, strongly impacted the
green mobility. profitability of E&C. These two events combined resulted in
the risks sustained. They prompted measures to make the
energy supply business resilient in the long term, while
continuing to diversify its activities, levers for accelerating
the energy transition of BtoB customers in France.

1.6.6.5 Hydrogen BU
1.6.6.5.1 Missions & Strategy A test project on hydrogen trains was also successfully
carried out in February 2020 in the Netherlands, as part of a
ENGIE’s Hydrogen Business Unit (H2 BU) was launched in 2018
partnership with Alstom and Gasunie, paving the way for the
in order to devise carbon-free energy solutions based on
larger-scale roll-out of this solution in the region. Several
renewable hydrogen, produced from the electrolysis of
large-scale projects are being developed with key players,
renewable electricity, to make a 100% renewable world a
including Yara in Australia, Enaex in Chile, and Gasunie in the
reality for territories.
Netherlands. Each of these projects could eventually result in
Renewable hydrogen is the missing link in the energy the implementation of large-scale (GW level) projects.
transition. It frees up the potential for developing renewable
At the same time, prospection is progressing in areas most
energy by storing energy generated intermittently, and enables
favorable to the development of projects, such as Australia,
the Group to support its customers as they make their carbon-
Chile, and Europe (the Netherlands, France, Portugal and
neutral transition in industrial processes that are hard to
Germany).
decarbonize (fertilizer, mining, refineries, etc.).
ENGIE is also continuing to boost the hydrogen sector by
Lastly, the development of technologies such as fuel cells makes
supporting the development of future technologies. The
it possible to envisage the development of new uses and markets
signing of a partnership with Ariane Group in the field of
where hydrogen from renewable sources would be the “green
renewable hydrogen liquefaction demonstrates this
fuel” of the future (heavy mobility: trucks, trains, ships, etc.), a
commitment to decarbonizing heavy long-distance transport.
generator of electricity, heating and cooling.
Regulatory changes: the combined actions of industrial
The BU has adopted a comprehensive and phased approach,
companies, including ENGIE, with respect to the public
developing large-scale projects with its industrial customers in
authorities has led many countries to adopt national
the most favorable geographical areas. It designs models for
hydrogen roll-out plans. These plans provide for financial and
replicable offers for targeted segments.
regulatory support for the development of an industrial
supply chain (South Korea, Germany, France, Chile, Australia
1.6.6.5.2 Description of activities and Japan). Government support has increased further in
Europe in the form of the stimulus packages announced in
The BU is developing hydrogen production centers in stages, 2020 (€9 billion in Germany, €7 billion in France, €1 billion in
starting with the local development of industrial applications. Portugal, etc.).
Two projects are currently under construction: the Zero In 2020, the European Commission presented a strategy for
Emission Valley project near Lyon, in France, (involving the the development of hydrogen with a view to climate
construction of 20 hydrogen fueling stations, in partnership neutrality in Europe. Ambitious regional funding mechanisms
with the Auvergne-Rhône-Alpes regional authorities and such as the European Innovation Fund, endowed with €10
Michelin) and a project at the Mogalakwena mine in South billion, have come into force to support major
Africa, in partnership with Anglo American. The aim of the decarbonization projects, including hydrogen. ENGIE has
latter project is to jointly develop the first hydrogen-fueled submitted several of its major projects to this assistance
haul truck. program. The BU has already obtained public funding for
some projects in Europe and Australia. Advances in the area
of traceability and guarantees of origin are also enabling
recovery of hydrogen from renewable sources.

1.7 Real estate, plant and equipment

The Group owns or leases a significant amount of industrial The tables below show the main facilities currently in
real estate around the world. Many Group activities involve operation, either wholly or partially owned by the Group.
operating very large plants that the Group only partially owns. Leased properties are discussed in Notes 21 and 22 of
As of December 31, 2020, the Group operated electricity Section 6.2 “Consolidated financial statementsˮ.
power plants, natural gas terminals and storage facilities in
over 40 countries.
Power plants (capacity > 400 MW excluding units under construction)
Country Site/plant Total capacity (1) (in MW) Type of plant

South Africa Avon 669 Fuel-oil fired
Saudi Arabia Fadhili 1,507 Natural gas
Marafiq 2,744 Natural gas
Ju’aymah 484 Natural gas
Shedgum 484 Natural gas
Uthmaniyah 484 Natural gas
Riyadh PP11 1,729 Natural gas
Australia Pelican Point 489 Natural gas
Bahrain Al Dur 1,234 Natural gas
Al Ezzel 954 Natural gas
Al Hidd 929 Natural gas
Belgium Amercœur 451 Natural gas
Coo 1,071 Hydraulic pumping
Doel 2,934 Nuclear
Drogenbos 460 Natural gas
Herdersbrug 480 Natural gas
Tihange 3,008 Nuclear
Brazil Cana Brava 439 Hydroelectric
Estreito 1,068 Hydroelectric
Jaguara 413 Hydroelectric
Jirau 3,750 Hydroelectric
Miranda 404 Hydroelectric
Ita 1,442 Hydroelectric
Jorge Lacerda 777 Coal
Machadinho 1,135 Hydroelectric
Salto Osòrio 1,072 Hydroelectric
Salto Santiago 1,415 Hydroelectric
Chile Mejillones 1,212 Coal-fired and natural gas
Tocopilla 676 Natural gas, coal- and
fuel oil-fired
United Arab Emirates Fujairah F2 2,000 Natural gas
Mirfa 1,599 Natural gas
Shuweihat 1 1,500 Natural gas
Shuweihat 2 1,496 Natural gas
Taweelah 1,592 Natural gas
Umm Al Nar 1,532 Natural gas
Spain Cartagena 1,199 Natural gas
Castelnou 791 Natural gas
France CombiGolfe 435 Natural gas
CyCoFos 490 Natural gas and
steelworks gas-fired plant
DK6 (Dunkirk) 788 Natural gas and
steelworks gas-fired plant
Génissiat 423 Hydroelectric
Montoir-de-Bretagne 435 Natural gas

Country Site/plant Total capacity (1) (in MW) Type of plant

Greece Viotia 570 Natural gas
Italy Torre Valdaliga 1,134 Natural gas
Vado Ligure 782 Natural gas
Kuwait AzZour North 1,522 Natural gas
Morocco Safi 1,250 Coal
Oman Al-Rusail 665 Natural gas
Barka 2 678 Natural gas
Barka 3 737 Natural gas
Sohar 585 Natural gas
Sohar 2 737 Natural gas
Pakistan Uch 1 551 Natural gas
Netherlands Eems 1,925 Natural gas
Flevo 852 Natural gas
Peru Chilca 917 Natural gas
ILO Nodo 600 Fuel-oil fired
ILO 31 564 Fuel-oil fired
Puerto Rico Ecoelectrica 530 Natural gas
Portugal Bemposta I&II 438 Hydroelectric
Elecgas 839 Natural gas
Pego 576 Coal
Picote I&II 433 Hydroelectric
Turbogas 990 Natural gas
Qatar Ras Laffan B 1,025 Natural gas
Ras Laffan C 2,730 Natural gas
United Kingdom First Hydro 2,088 Hydraulic pumping
Singapore Senoko 2,723 Natural gas and fuel oil
Turkey Ankara Boo 763 Natural gas
(1) Capacity of assets in which ENGIE holds a stake, all of which are taken into account irrespective of the real ownership percentage
Underground natural gas storage (> 550 Mm3 of total useful storage volume (1))
Country Location Gross useful volume (Mm3) (1)

France Gournay-sur-Aronde (Oise) 1,310
France Germigny-sous-Coulombs (Seine-et-Marne) 820
France Saint-Illiers-la-Ville (Yvelines) 680
France Chémery (Loir-et-Cher) 3,600
France Céré-la-Ronde (Indre-et-Loire) 570
France Étrez (Ain) 690
France Cerville (Meurthe-et-Moselle) 650
Germany Uelsen 840
(1) Useful storage volume held by ENGIE, all of which is taken into account irrespective of the real ownership percentage
LNG terminals
Total regasification capacity

Country Location (Gm3(n) per annum) (1)
France Montoir-de-Bretagne 10
France Tonkin (Fos-sur-Mer) 3
France Cavaou (Fos-sur-Mer) 8.25
Chile Mejillones 2.0
Puerto Rico Penuelas 2,7
(1) Capacity of assets held by ENGIE, all of which are taken into account irrespective of the real ownership percentage


2
Risk factors
and control
2.1 Risk management process 43 2.3 Internal control procedures 61

2.1.1 Enterprise risk management policy 43 2.3.1 Internal control definitions
and objectives 61
2.1.2 Crisis management 43
2.3.2 Internal control organization
2.1.3 Risk and insurance cover 44 and stakeholders 61
2.2 Risk factors 45 2.3.3 Internal control relating
to financial information 63
2.2.1 Political and regulatory risks 45
2.3.4 Formalization and coordination
2.2.2 Risks deriving from climate of internal control 64
and environmental issues 48
2.3.5 Recent actions to strengthen
2.2.3 Economic and competitive risks 50 the system 64
2.2.4 Financial risks 51
2.2.5 Industrial risks 53
2.2.6 Other operational risks 56
2.2.7 Social and societal risks 58

2 Risk factors and control
The material, specific risks to which the Group is exposed, The risks presented have been assessed and prioritized on
based on its own assessment, are described below. They are the basis of “net risk”, taking into account the means of
divided into seven categories of risks: management established.
• political and regulatory risks; The summary table below covers the most important risks in
• risks deriving from climate and environmental issues; each category, classified in decreasing order of criticality
• economic and competitive risks; (potential medium-term impact (six years) x probability of
occurrence).
• financial risks;
• industrial risks;
• other operational risks;
• social and societal risks.
Risks Criticality Section

Political and regulatory risks
Risk of change in the regulatory framework and of the amount of provisions set aside *** 2.2.1.1
for the decommissioning of Belgian nuclear power plants and the management of
spent fuel
Risk of a downward trend in the return on gas distribution, transmission, storage ** 2.2.1.2
and regasification assets in France
Risk of a posteriori invalidation of the law authorizing the extension of the operating ** 2.2.1.3
life of the Doel 1, Doel 2 and Tihange 1 nuclear units in Belgium
Risk of changes in regulations in Brazil in various business sectors (electricity ** 2.2.1.4
production and sales, transportation of gas), including changes in taxes
Risk associated with renewal of hydraulic concessions in France ** 2.2.1.5
Risk of disagreement with the Australian regulator over the conditions * 2.2.1.6
for rehabilitating the Hazelwood coal mine
Country risk (changes in regulation, sovereign default, convertibility, expropriation, * 2.2.1.7
acts of war or terrorism, etc.)
Risks deriving from climate and environmental issues
Position of gas in the French energy mix ** 2.2.2.1
Risk of climate change affecting energy demand and generation ** 2.2.2.2
Economic and competitive risks
Increased competition risk in energy sales and services, with an effect on margins ** 2.2.3.1
Weakened economic climate if the Covid-19 crisis and related lockdown measures ** 2.2.3.2
continue
Risk of decrease in revenues from power plants in the Gulf when long-term contracts ** 2.2.3.3
expire
Financial risks
Commodities market risk *** 2.2.4.1
Foreign exchange risk (translational, transactional, conversion) *** 2.2.4.2
Tax risk (instability of the standard (e.g. reform projects initiated by the OECD/EU), ** 2.2.4.3
tax insecurity (e.g. transfer pricing, etc.)
Pension funding risk ** 2.2.4.4
Counterparty risk ** 2.2.4.5
Risk on the return on the amount of provisions invested by Synatom towards nuclear ** 2.2.4.6
decommissioning and the management of spent fuel.
Industrial risks
Risk of industrial accident ** 2.2.5.1
Risk of increase in the cost of processing and storage of various categories of ** 2.2.5.2
radioactive waste in accordance with the technical requirements of ONDRAF
Unavailability of one or more nuclear units for technical, security or nuclear ** 2.2.5.3
safety reasons
Nuclear safety and security * 2.2.5.4

Risk factors and control
2.1 Risk management process
Risks Criticality Section

Other operational risks
Cybersecurity ** 2.2.6.1
Risk relating to major projects ** 2.2.6.2
Acquisition and integration ** 2.2.6.3
Risk of malicious acts on tangible and intangible assets * 2.2.6.4
Social and societal risks
Risks related to human resources (skills, employee engagement and risks of social ** 2.2.7.1
movements)
Ethical risks ** 2.2.7.2
Reputational risks ** 2.2.7.3
Security of people (terrorism, crime, social protest, etc.) ** 2.2.7.4
Risks associated with health and safety at work (including psychosocial risks/wellbeing * 2.2.7.5
at work)
Level of criticality legend: High *** / Medium ** / Weak *
Other, less significant risks or risks unknown to date could also affect the Group. If these risks were to materialize, they could
have a negative impact on the Group’s operations, financial position and earnings, image and outlook, and/or on the ENGIE share
price.

2.1.1 Enterprise risk management policy
The Group has adopted an Enterprise Risk Management (ERM) the BU’s or Function’s overall risk exposure and ensure that
policy, the principles of which are consistent with risk mitigation plans are implemented.
professional standards (including ISO 31000 and the Risk analysis and coordination of action plans are performed
Federation of European Risk Management Associations). The in collaboration with all the Group’s functional lines.
policy sets out ENGIE’s ambition to “manage its risks in order
Each year, the Group’s ERM process begins with a risk review
to ensure its performance”.
by the Risk Committee within the Executive Committee. An
The Group’s Enterprise Risk Management Policy applies to the ERM campaign is then launched across the Group, setting out
Group’s businesses and controlled entities, while observing guidelines for risk management throughout the year. It
the rules of governance that apply to each entity. highlights priority risks, each of which is coordinated by an
This policy promotes risk-taking at a reasonable level from a Executive Committee member and will be monitored
legal perspective, acceptable to generally held opinion and specifically by one of the Board’s standing committees (see
economically viable. It stipulates that all managers are risk Section 4.1.2.4 “Standing committees”). It results in a new
managers. Generally, the Management Committees of the Group risk review that is presented to the Executive
Group’s entities are the main bodies that determine the Committee, then to the Audit Committee. After examining the
actions to be taken to manage risks, except when a specific review, the Audit Committee gives its opinion on the
risk committee is created, such as for market risk. effectiveness of the risk management system to the Board of
To achieve this aim, the Group has appointed the Risk Directors.
Management Director as Chief Risk Officer. His objective is to Knowledge of risks resulting from the reporting of operating
ensure the effectiveness of the risk management system. He entities and functional departments is supplemented by
coordinates the designated Chief Risk Officers of each of the interviews with directors, an analysis of publications by
BUs and Corporate Functions. These Chief Risk Officers assess external analysts and a review of major events.
2.1.2 Crisis management

In order to deal with the occurrence of all types of crises and The Covid-19 health crisis underlined the Group’s ability to
minimize their impacts, ENGIE has established an overall anticipate events as of January 2020. Rapid and efficient
crisis management system. The Group is thus equipped with a responses were provided to issues arising in particular from
major incidents warning and reporting system (Crisis App). the international nature of the crisis. Throughout the
Crisis analysis is carried out at the local level by a locally run pandemic, employees and sites were protected and the
crisis unit. Decision-making to manage a crisis is made at the logistics chain secured.
relevant organizational level, according to the principle of However, the existence of this system does not eliminate the
subsidiarity. risk that the Group’s activities and operations might be
Each BU has to carry out one exercise a year to test the disrupted in crisis situations. Moreover, this system cannot
resilience of the structure and to ensure continuous guarantee the absence of the risk of impacts on third parties
improvement. Similarly, all the Group’s permanent crisis or on the environment.
management staff is trained and takes part in regular
exercises. An annual report is drawn up and shared with
each BU.

2.1.3 Risk and insurance cover

ENGIE’s Insurance Department is responsible for preparing, company whose commitments on a cumulative basis
establishing and managing insurance programs in the areas of represent a maximum estimated loss of approximately
Group asset protection (against property damage and loss of 0.21% of the Group's 2020 revenues.
earnings), personal protection, third-party claims (civil However, the Group could, in certain cases, be required to
liability) and automobile insurance, and for prevention. pay out sizable compensation not covered by the current
For each of these areas: insurance program or could incur very high costs that
• the amounts insured depend on the financial risks resulting its insurance policies do not reimburse or reimburse
from potential claim scenarios and coverage conditions inadequately. Although the Group has excellent insurance
offered by the market (available capacities and tariff coverage, specifically with regard to civil liability and
conditions); environmental risks, it could be liable beyond the maximum
• financing is optimized: low or moderate hazard risks are insured amount or for events not covered (primarily due to
covered by self-insurance plans, through deductibles and the common insurance exclusions).
retentions or through the use of the Group’s reinsurance
2.1.3.1 Civil liability

A civil liability program for corporate officers and managers amount of €800 million. This program predominantly
covers the representatives of ENGIE, its subsidiaries and provides first-euro coverage or coverage for amounts in
Group representatives within its equity holdings. excess of the underlying coverage taken out by some entities
A general civil liability program (including for environmental (usually up to USD 50 million).
damage) has been taken out for all the entities for a total
2.1.3.2 Nuclear civil liability

As an operator of nuclear units in Doel and Tihange (Belgium), December 7, 2016. The signatory countries to the
Electrabel’s civil liability is governed by the Paris and conventions also created a mechanism that provides
Brussels Conventions, which aim to ensure that victims additional compensation beyond the maximum amount.
receive compensation and to encourage solidarity among The nuclear civil liability insurance program taken out by
signatory countries, and by the Belgian Law of July 22, 1985, Electrabel complies with the Belgian national law requiring
(amended by the Laws of June 29, 2014 and December 7, the operator to provide financial guarantees or to take out
2016) and a Royal Decree dated December 10, 2020. civil liability insurance up to €1.2 billion. Insufficient capacity
This liability falls exclusively on the operator of the facility in the insurance markets, however, resulted in a shortfall of
where the nuclear accident occurs. In return for this strictly up to €891 million. This only affected the liability extended
objective liability, the amount of the compensation is capped by the Law of June 29, 2014, and only for nuclear accidents
per accident and limited in time to a period of 10 years. This that allegedly occurred between January 1, 2016, and
period was increased to 30 years by the amended Law of December 24, 2016, when the Law of December 7, 2016
June 29, 2014, and reduced again to 10 years by the Law of came into force.
2.1.3.3 Property damage

The Group’s entities have property insurance covering the scenarios estimated in accordance with insurance market
facilities that they own, lease or manage on behalf of third rules and available offers (cost and capacity).
parties, with the exception of gas transmission and Insurance covering business interruption and additional
distribution network pipelines and heat networks in France. operating costs is taken out based on each risk analysis and
The main programs provide cover based either on in consideration of existing assistance plans.
replacement value or on contractual limits per loss event. In
Construction projects are covered by “Erection All Risks”
the latter case, the limits are set on the basis of major
programs taken out by the owner or operator, project
manager or prime contractor.
2.1.3.4 Employee protection programs

The operating entities develop programs covering employees against the risk of accidents and for medical expenses, in
accordance with legislation in effect and pursuant to company agreements.

2.2 Risk factors
2.2 Risk factors

2.2.1 Political and regulatory risks
The Group is sensitive to the structural and economic risk proposals for decision-makers. The Group also partially
factors that affect the energy sector. These risks are all diversifies regulatory and legislative risks by conducting its
analyzed and assessed as part of strategic planning processes business in a number of different countries. However, some
that allow the Group to anticipate certain changes in the regulatory developments offer new opportunities for the
external environment and prepare for them. The Group’s Group’s activities.
research and innovation policy also helps to deal with Some regulatory changes may alter the risk profile of the
strategic developments (see Section 1.3 “Innovation and Group and impact its earnings and its business model. The
R&D”). most significant of these for the Group are mentioned below.
In Europe and in some other regions including the United The greatest risk in this category in 2019 (“Risk of non-
States, Asia Pacific and Brazil, public authorities intervene in extension of the Doel 4 and Tihange 3 second-generation
the energy sector through regulation and the extension of Belgian nuclear units beyond 2025, the date set in the Law of
regulatory powers in the competitive field. These measures January 31, 2003”) was integrated into the Group’s accounts at
can take the form of increased taxation on energy company the end of 2020 and generated an impairment loss as set out
profits, changes to the rules governing the markets and the in Note 13.3.1.2 of Section 6.2.2 – “Notes to the consolidated
security of supply, interventions by regulators in the financial statements”. On the basis of the announcements by
deregulated sector to encourage the development of the Belgian government in Autumn 2020 and the subsequent
competition, or the move towards the remunicipalization of discussions with the Group, the operational conditions for the
certain utilities. pre-extension work were no longer deemed to have been met
Through its presence in the EU and Member State institutions, for the assumed 20-year extension of half of the second-
the Group tries to anticipate any legislation likely to affect its generation units beyond 2025.
activities and the associated revenues, and formulates
2.2.1.1 Risk of change in the regulatory framework and of the amount of provisions set aside for
the decommissioning of Belgian nuclear power plants and the management of spent fuel (***)
In Belgium, all nuclear waste management is the decommissioning and management of spent fuel (based on a
responsibility of ONDRAF, the Belgian National Agency for scenario combining reprocessing of a portion of the spent fuel
Radioactive Waste and Enriched Fissile Material. ONDRAF and direct discharge of the remaining waste – which is more
proposes, as a national policy, that high level radioactive costly than a scenario with no reprocessing), resulting in an
waste and/or long-lived waste be stored in deep geological increase in provisions of €2.1 billion in 2019.
repositories and not in long-term storage facilities. These provisions could be increased further under the next
Spent nuclear fuel is currently stored at generation sites. At triennial review scheduled for 2022. An increase in
present there are two possible scenarios for its management: provisions may result from a further decline in the discount
either a portion of spent fuel is reprocessed and the rest is rate or a higher estimate of the costs of decommissioning and
discharged directly into deep geological repositories; or all of waste management relating to this business:
the spent fuel is discharged into deep geological repositories. • on one hand, spent fuel (for example, due to new
It is up to Synatom to propose a solution that is likely to be technological choices for the long-term management of
approved by the Belgian government. category B and C waste (long-lived waste));
Costs associated with the management of spent fuel and the • and on the other hand, changes in conditioning and
dismantling of plant and equipment are included in the costs removal costs applied by ONDRAF for category A waste
of nuclear power production and are the subject of (short-lived waste of low or medium activity) generated by
provisions. The assumptions and sensitivities regarding the decommissioning (see also Section 2.2.5.2).
assessment of these amounts are detailed in Note 19.2 of
A reform proposal of the Law of April 11, 2003 on the
Section 6.2.2 “Notes to the consolidated financial statements”.
provisions made for the decommissioning of nuclear power
In accordance with the law, a process of reviewing nuclear plants and for the management of fissile material irradiated
provisions is undertaken every three years. The Nuclear in these power plants was initiated by the Belgian
Provisions Commission (CPN) communicated its decision to government.
Synatom in December 2019 on the re-evaluation of the
provisions of the Belgian nuclear power plants for the
Risk management measures

The Group works in partnership with the CPN for the review of nuclear provisions.
The Group provides the Belgian government with evidence to demonstrate that it is in a position to meet the costs relating to
the decommissioning of plants and the management of spent fuel.
The Group contributes directly to working groups with ONDRAF on the technical, legal and financial aspects of radioactive
waste management and storage.

2.2 Risk factors
2.2.1.2 Risk of a downward trend in the return on gas distribution, transmission, storage
and regasification assets in France (**)
Tariffs for access to gas infrastructures (distribution, application date of April 1, 2021 for a period of four years in
transmission, storage, regasification terminals) in France are principle. This is in line with the previous tariff but includes
regulated. The tariffs are fixed by the French Energy an acceleration in asset depreciation for the Montoir terminal.
Regulation Commission (CRE), which may change their level The next Transport (ATRT8), Distribution (ATRD7) and Storage
and structure if it deems this justified, particularly in view of (ATS3) tariff review is expected to be launched in 2023 for
financial market trends, the analysis of the accounting of the implementation in 2024. Regarding ATTM7 regasification
operators and foreseeable changes in operating and tariffs, a review should be launched in 2024 with a targeted
investment costs. These tariffs also include performance implementation of 2025). If the rate of return on assets
incentives. In most cases, they are reviewed every four years, decreases, operational and strategic risks associated with the
following a public consultation process and public hearings. business are not fully taken into account in the return on
On January 24, 2020, the CRE published, most notably, the assets, investments decline, certain charges are not covered,
resolutions setting the gas infrastructure tariffs (distribution, or in the case of a particularly strict incentive regulation, the
transmission, storage) applicable for a period of contribution of gas infrastructure assets to the Group’s results
approximately four years. and the profitability of its investment in this business could
With regard to future regasification tariffs (ATTM6), the CRE decline.
published the resolution fixing the tariffs for the use of
regulated LNG terminals on January 7, 2021, with an

The Group is in discussions with the CRE in the context of the tariff review system, which places great emphasis on dialog
with all stakeholders. In addition to introducing measures to develop the production of green gas and ensuring it is
competitive in the long term, the Group is defending positions that aim to ensure a fair return on assets that is adapted to the
new short and long-term economic environment, and adequate coverage of its costs in order to maintain a high standard of
service and to enable the necessary investments for the energy transition. ENGIE also promotes the recognition of the
flexibility provided by the gas system to the energy system and its valuation; it also strives to enhance its performance in
order to establish a competitive tariff trajectory.
2.2.1.3 Risk of invalidation of the decision already granted to extend the operating life
of the Doel 1 and 2 and Tihange 1 nuclear units in Belgium (**)
The decision to extend the operating life of the nuclear power Court delivered its judgment on March 5, 2020, by which it
unit Tihange 1 to 50 years took effect on October 1, 2015, annuls the Belgian law extending the lifespan of the Doel 1
with a program of associated works. The Belgian and Doel 2 nuclear units in that it was adopted without
government’s decision to extend the date of shutdown of the carrying out the required prior environmental assessments.
Doel 1 and 2 nuclear units after 50 years, which was However, the Court agreed that the effects of the law should
confirmed by parliamentary vote in June 2015, was be maintained until 2022 to ensure the security of the
approved by the Belgian Federal Agency for Nuclear Control country’s supply. The Doel 1 and Doel 2 units can therefore
(FANC) as part of its fourth ten-year review, on the basis of a continue to operate until the situation has been resolved. It is
committed modernization program that ended in 2020. Legal now up to the Belgian State to regularize the situation within
proceedings were brought by environmental organizations this period.
before the Constitutional Court against the Belgian state The invalidation of the decision to extend the operating life
regarding the lack of any environmental impact analysis or of the Doel 1 and 2 and Tihange 1 nuclear units could have a
public consultation in connection with the adoption of the law significant unfavorable effect on the group's revenues and on
passed in June 2015 (see Note 25.3.1 of Section 6.2.2 “Notes the value of the nuclear assets concerned.
to the consolidated financial statements”). The Constitutional

The Group is working in partnership with the Belgian state as part of the regularization process.
The Belgian state has confirmed the schedule set out for the regularization process within the time frame provided by the
Belgian Constitutional Court and that it has already started the preparatory work for the required environmental assessments.
2.2.1.4 Risk of changes in regulations in Brazil in various business sectors (electricity production
and sales, transportation of gas), including changes in taxes (**)
The Group is exposed to changes in the regulation of Brazil’s Brazil now represents 4% of Group revenues. ENGIE
electricity markets, such as the reduction of subsidies or the Brasil Energia invests in the transportation of gas (acquisition
introduction of new taxes for producers. The administration of TAG) and electricity (Gralha Azul and Novo Estado project
may announce new initiatives in line with a modernization of – construction of high-voltage lines). The Gralha Azul and
the electricity market design, to open the market to Novo Estado activities are regulated, while those of TAG are
competition, improve its functioning and ensure the both regulated and covered by long-term contracts. The
necessary investments in modular production capacities. institutions have launched a process to review and modernize
the design of the gas market. The probable evolution of the
regulatory framework for the gas transmission activity is
closely monitored by the Group, to ensure that it has a
neutral effect on TAG’s risk profile and return.

2.2 Risk factors
The Brazilian tax system is complex and could potentially regimes may be adopted in the years ahead, in particular
evolve. Several disputes are underway relating to the relating to VAT (PIS COFINS), dividends (not taxed to date), or
application of tax and settling these disputes could take corporation tax. Any impacts – that could compensate one
several years. Moreover, numerous modifications to tax another – are not known to date.

Thanks to its international presence, the Group has extensive experience in market design. This experience is made available
to the Brazilian institutions, including through participation in the formal process of revising the market design in Brazil.
Changes in the design of the electricity and gas markets will affect all companies active in these sectors. Other companies
present in electricity generation or gas transmission in Brazil share the Group’s opinion and have taken action to ensure the
neutrality, and even positivity, of developments in market design. Politically speaking, Brazil’s need to continue to attract
foreign investment limits the risks.
In Brazil, the Group closely monitors any regulatory and legislative reforms to anticipate any changes in these fields as best
as possible and introduce measures to limit any negative impact on the profitability of its businesses.
2.2.1.5 Risk associated with renewal of hydraulic concessions in France (**)

Hydropower makes up a substantial proportion of French dates, and setting a single expiration date. The implementation
electricity generation. The state has granted concessions which of the concessions directive in France and the associated
are gradually expiring, or which have already expired, and uncertainties, particularly concerning France’s position in terms
which must be put up for tender when they expire, according of creating a public hydropower cluster for the bulk of
to the European directive relating to the assignment of concessions on the French market, has led to uncertainty
concession contracts (directive of February 26, 2014). regarding the future of SHEM’s concessions.
However, no tender procedures have been launched in France. Schedule uncertainties also weigh on the extension of the
Expiring concessions are placed on “rolling deadlines”, as CNR concession for which a procedure is underway.
permitted by the Energy Code. Law No. 2015-992 of
These uncertainties could impact the revenue and values of
August 17, 2015 on the energy transition for green growth
concessions (see Note 13.3.1.5 in Section 6.2.2 “Notes to the
also introduced the notion of connected hydroelectric chains
consolidated financial statements”).
(or barycenters), involving the bundling of several concessions
assigned to the same water course, but with different expiry

An application for the extension of the CNR’s concession was presented to the French state, which accepted it and submitted
it to the European Commission. The internal legislation procedure is currently underway and the application for an
amendment to the concession was filed by the CNR. This procedure should lead to the issue of a decree by the Council of
State during 2021 amending the current concession, following an environmental assessment procedure (opinion delivered by
the environmental authority) and a consultation of the public and interested parties.
The Group is also defending its interests and finding solutions to safeguard SHEM’s future.
2.2.1.6 Risk of disagreement with the Australian regulator over the conditions for rehabilitating
the Hazelwood coal mine (*)
As part of its strategy to gradually withdraw from the coal regarding the size of the mine lake (full or partial) and the
business, in 2017 the Group closed the Hazelwood plant in origin of the water to be used to fill it. In the event of
Australia, which generated electricity from coal from the regulatory non-approval of the options recommended by the
adjacent mine. The Group is now engaged in decommissioning Group, it would have to face longer and higher than expected
the plant and rehabilitating the site, aiming to ensure the long- delays and rehabilitation costs, which would have an impact on
term stability of the ground and walls. The rehabilitation the level of provisions (see Note 19.3.2 in Section 6.2.2 “Notes
project is based on the creation of a lake in the space left by to the consolidated financial statements”).
the open cast mine. Several technical options were studied

The Group is continuing its studies and discussions with the Australian regulator and the various stakeholders in order to
implement the best solution in terms of safety and costs.
2.2.1.7 Country risk (*)

The Group is present, develops its activities or procures natural terrorism, extra–territorial effects of some legislation and
gas and a variety of industrial components in a large number of sanction mechanisms and tariff escalation. Moreover, in certain
countries. The Group is, therefore, exposed to a variety of risks, countries, a dispute with the State in question or other local
including notably changes in regulation, sovereign default, public entities may make defending its rights before local courts
convertibility, expropriation, corruption, acts of war, riots or more difficult for the Group.

2.2 Risk factors
For example, in the United States, the CAATSA (Countering On July 15, 2020, the State Department published new
America’s Adversaries Through Sanctions Act) of August 2, guidance related to the CAATSA which cancels and replaces,
2017 allows (on a discretionary basis) the US President to as of this date, the previous guidance. The new guidance now
impose secondary sanctions on any entity that participates, in includes in its scope of application all projects whether they
particular through investment, in the construction and/or had been initiated before or after August 2, 2017 and
maintenance of Russian gas export pipelines (Section 232). On therefore Nord Stream 2. Nevertheless, it does not affect
October 31, 2018, the State Department published public measures taken under the previous guidance, which are not
guidance on the way in which it intends to implement the Act subject to sanctions. The new guidance states that sanctions
in practice. In this guidance, the State Department indicated are not retrospective. They are therefore only applicable to
that projects that had been initiated before August 2, 2017 measures underway as of July 15, 2020, which excludes the
would not be subject to potential sanctions under this funding provided by ENGIE from their scope of application
Section 232. It is specified that “projects initiated before (see Note 16.1.1.3 in Section 6.2.2 “Notes to the consolidated
August 2, 2017” must be understood as any project contracted financial statements)”.
before said date, which is the case for project Nord Stream 2 On January 1, 2021, Congress adopted, in section 1242 of the
which is excluded de facto. “National Defense Authorization Act for fiscal year 2021”, a
On December 20, 2019, new provisions (Article 7503 of the new legislation called “PEESCA” (Protecting Europe's Energy
National Defense Security Act of 2020 or “PEESA” (Protecting Security Clarification Act), which modifies previous “PEESA”
Europe’s Energy Security Act)) were passed by the United legislation by extending the scope of potential sanctions to
States Congress, with the aim of sanctioning, at the end of a include, in particular, activities relating to the laying of
period of 30 days, after publication of a report by Congress, pipelines, insurance activities, as well as inspections related
the companies supplying pipe-laying vessels for the Nord to the Nord Stream 2 project.
Stream 2 project. As a result, work was immediately ENGIE’s contractual financing commitments, which were
suspended by Allseas, the company contracted to carry out signed before August 2, 2017, have been fulfilled and ENGIE
said pipe-laying activities. These measures in no way target will not make any further payments. The Group is paying
the financial backers of the project, including ENGIE. close attention to the effects of all sanctions concerning Nord
Stream 2.
These previous activities for ENGIE do not fall within the
scope of this legislation.

The diversity of the Group’s locations mitigates country risk to some extent. Attention thresholds by country or group of
countries enable the Group’s exposure to be monitored. The Group also manages these risks within partnerships or contractual
negotiations adapted to each location. It chooses its locations by applying a formal investment procedure that appraises risk.
The inclusion of international arbitration clauses in major contracts is applied as widely as possible.
The Group’s decentralized organization means that the Business Units are responsible for their own income statements and
investments. Each Business Unit is overseen by a Group Executive Vice President who is a member of the Executive
Committee. This organization enables the Group to closely manage political and regulatory changes in each country in which it
operates, while ensuring that country risk and risk management measures are taken into account at the appropriate level.
2.2.2 Risks deriving from climate and environmental issues

The Group’s businesses are exposed to numerous rules and Commission has significantly stepped up its decarbonization
regulations (relating to respecting and protecting the objectives under the European “Green New Deal” by proposing
environment and persons or to the energy transition). Its a GHG reduction target of -55% (versus -40% previously) by
strategy and results could be impacted by the above laws, or 2030 (compared with 1990). This should lead to a mechanical
others yet to come. increase in renewable energy and energy efficiency targets.
The Hydrogen strategy published on July 8, 2020 by the
European Commission, together with the establishment of the
Internationally European Clean Hydrogen Alliance under its tutelage and
Following the adoption of the Paris Agreement, the world’s ambitious hydrogen strategies published by various countries
first universal climate change agreement, at the COP21 in (Germany, Portugal, ...) including France will also play a key
December 2015, the COP22, COP23, COP24 and COP25 began role in this decarbonization of the European economy. In
to draw up the road map for the signatory States. Although addition, an energy system integration project is currently
much work remains to be done to finalize the arrangements underway to optimize, in particular, the cost of the transition,
to implement the agreement, the 1.5°C report produced by which could represent an opportunity to promote the role of
the IPCC (Intergovernmental Panel on Climate Change) gas networks and their adaptation in view of a hydrogen boom
demonstrates that there can no longer be any doubt as to the and the means of transporting this element. These
need to accelerate national CO2 emissions policies. The Group developments constitute potential growth accelerators for the
is actively preparing for this. It already sharply reduced the Group if they are accompanied by a regulatory and financial
proportion of coal in its energy mix (electricity generation at framework adapted to these ambitions.
the end of 2020 was divided as follows: 62% natural gas, 23% Certain sector initiatives, such as the new energy lending
renewable energy (hydropower, wind and solar, biomass and policy of the European Investment Bank and the regulatory
biogas), 9% nuclear, and 5% coal. The Group has just initiatives relating to “Taxonomy”, intended to encourage
announced its intention to fully withdraw from coal-based sustainable investment, may constitute risks if they were to
activities by 2027. limit access to financing for activities that the Group
considers essential to achieve the European objectives of the
energy transition, particularly the development of renewable
In Europe gases. Current developments imply that the processing of
Europe’s climate and energy policy promotes energy efficiency, renewable gases will not be unfavorable, although it is
GHG emission reductions, and an increase in the percentage of prudent to await the final texts of the European Commission
renewable energy in the energy mix. The new European for confirmation.

2.2 Risk factors
2.2.2.1 Position of gas in the French energy mix (**)

The dominant strategy of the energy policy, based on the Moreover, the future thermal regulation, which was made
national energy regulations adopted in 2019 (SNBC, PPE, LEC) public on November 24 and intended to modify how the CO2
and targeting decarbonization through a strengthened and footprint of new buildings in favor of electricity is taken into
rapid electrification of all uses, may have a major influence account, could revive the use of electric heating, to the
on natural gas market share. This vision entails a number of expense of gas.
risks that are currently being assessed, in particular In addition, the European “Taxonomy” project mentioned
concerning the increase in peak electricity needs and the above has created uncertainty about the financing of certain
additional cost necessary to meet them, as well as the Group activities related to renewable gases (biomethane and
recurrent challenge of balancing the electricity grid for which hydrogen produced from renewable electricity) if they were
the gas vector (natural and progressively green gas), given its not labeled “green” according to the criteria defined by the
cost and its flexibility, could provide more appropriate future European Regulation.
solutions.

The Group has strengthened, with French public bodies and the European authorities, its promotion of the gas sector as
indispensable to the acceleration and achievement of the energy transition in various areas (including the defense of heating
use, the competitiveness of green gases, the market design of biomethane and the energy complementarity).
The Group has defined a strategy for the development of green gases, with the launch of an industrial and commercial plan to
expand production of biomethane of agricultural origin (effluent and crop growing residues) and the transition to industrial
scale of this production line in France. Downstream of the production chain, the Group’s transmission and distribution
networks are adapting their infrastructures to enable the transmission of biomethane to customers as inexpensively as
possible. The Group is also developing second-generation biomethane production lines, using biomass pyrogasification. It is
also leading the way in developing and investing in green hydrogen production projects based on renewable electricity water
electrolysis, converting some of its saline cavities to store this hydrogen and improving the technical conditions of its
injection into the gas network, all with the purpose of promoting renewable hydrogen as a credible key component of the
future French energy mix.
Moreover, the Group intends to diversify its infrastructure portfolio to include growth regions.
2.2.2.2 Risk of climate change affecting energy demand and generation (**)

Information presented here and in Section 3.3.1 Risk F In the longer term, climate change could have a greater
“Climate change impact” reflects the financial risks associated impact on the Group’s activities, for example through changes
with the effects of climate change and the measures taken by in regional or seasonal energy demand, changes to the
the company to mitigate them by implementing a low carbon network’s production, the obligation to reduce CO2 equivalent
strategy in all the components of its activity. emissions and heightened regulations, conflicts over water
In the short term, climate phenomena (e.g. temperature use, increases in sea and river levels and temperatures, the
variation, flooding, wind, drought, heat waves) affect energy preservation of natural carbon sinks and conflicts over
generation (in the case of lack of water in dams in particular) biomass use.
and energy demand (e.g. gas supply during a warm winter).
They have a direct effect on the Group’s results.

(see also Section 3.5.4 “Group actions”)
To adapt its offering to fluctuations in annual demand, ENGIE optimizes its portfolio of assets, its gas resources (by
modulating its supplies and managing its underground storage), and its power generation fleet.
To manage this risk in the longer term, ENGIE acts on different levels:
• The Group is firmly committed to combating climate change by investing in low-carbon technologies, reducing its
greenhouse gas emissions and adapting its operations accordingly. The Group promotes international carbon pricing in
order to accelerate the transition to a low-carbon society, while guaranteeing a level playing field for all players.
• The Group has set 2030 targets for greenhouse gas emissions and renewable energy (see Section 1.5.3 “2030 CSR targets”
The expansion of its renewable energy fleet, the replacement of natural gas by renewable gas, and the development of
carbon-free service offerings are the main drivers of ENGIE’s energy transition strategy. The Group therefore decided at the
end of 2017 to pursue a trajectory compatible with the goal of limiting the global temperature increase to 2°C and
obtained SBT (Science Based Target) certification at the beginning of 2020 (see Section 3.1.4 “Science Based Target
certification and carbon neutrality”). For the longer term, ENGIE aims to reduce its direct emissions by 85% by 2050.
• The Group is gradually developing adaptation plans to prepare for an increase in extreme weather events.
• Since anticipating the implementation of Article 173 of the French Energy Transition Law regarding greater transparency on
climate risks, the Group has followed the work of the TCFD (Task Force on Climate-related Financial Disclosures) and is
gradually implementing its recommendations.

2.2 Risk factors
2.2.3 Economic and competitive risks

The Group’s activity is impacted by the level of energy technologies, digitization, new competitor profiles, etc. (see
demand and commodity prices, as well as by far-reaching Section 1.1.1 “Presentation” and Section 1.6 “Description of
changes in the energy sector (e.g. the decentralization the Group's activities”).
and decarbonization of generation, renewable energy, new
2.2.3.1 Increased competition risk in energy sales and services, with an effect on margins (**)
In its different businesses, the Group competes with players The Group is keen to develop its trading activities to focus on
with increasingly diverse profiles, both in terms of size – with new products and new markets, notably to support its
major international players and local emerging players – and decarbonization efforts. Within this context, it will be faced
sectors. The decentralization of energy generation systems with new competitors.
due to energy transition has allowed smaller players to In this very competitive context, the Group faces several
compete with the Group in some activities (photovoltaic challenges:
power, services).
• maintaining its market share in energy sales and services
The emergence of digital and smart energy technologies has in countries where it has a long-term presence, and
impacted the gas and electricity value chain, as well as sometimes a leading position on these markets, while also
services in general, with new competitors from the maintaining an optimal level of profitability;
information technology and equipment manufacturer sectors.
• maintaining an optimal break-even point in a period of
More generally, competition is intensifying on energy
increased consumer protection, notably in Belgium;
markets, with key players (oil companies, etc.) becoming more
and more active throughout the entire value chain. • renewing heating and cooling concessions;
• developing its activities and customer portfolio in target
countries.

The Group continually monitors its competitive position using specific watch systems.
It regularly develops new offers to meet changing customer demand: digitization, green offers, and development of “carbon-
neutral” solutions.
It continually improves the operating performance of the networks it operates and is progressively greening their energy mix.
2.2.3.2 Weakened economic climate if the Covid-19 crisis and related lockdown measures continue (**)
The Covid-19 pandemic is still underway, for the foreseeable and services could be reduced due to a decline in industrial
future, and preventative measures introduced by the production or empty office space, and certain projects may be
authorities (on an international, national and local scale) are postponed. The Group could also be exposed to an increase
constantly changing. The Group could be faced with decisions in customer defaults (see Section 2.2.4.5 “Counterparty risk”).
taken by the governments of the various countries in which it Such a situation, if it were to be lasting, could have an impact
operates, such as the closure of certain production sites and on the Group’s earnings, mainly in energy supply activities
companies in the services sector (such as offices and hotels), and services, or on its financial position.
or the decision to defer the payment of energy bills (as is
being considered for VSEs in France). Demand for its products

The Group rapidly adapted its processes to ensure business continuity while protecting the health of its employees and
customers.
The Group has redefined its sales development priorities to target the most resilient sectors.
The Group is adapting the content of its energy supply offers to safeguard against changes in consumption or to reduce their
consequences.
The Group is downscaling its future head office in Colombes, France, due to the development of home working.

2.2 Risk factors
2.2.3.3 Risk of decrease in revenues from power plants in the Gulf when long-term contracts expire (**)
In the Gulf countries, the MESCAT BU acts as an asset Several outcomes are possible that could have an impact on
developer, owner and operator (mainly of combined cycle gas Group revenue:
turbine plants), selling the electricity and water it produces • an extension of the contracts under conditions to be
under long-term public contracts (Power (& Water) Purchase negotiated;
Agreements or P(W)PAs). On expiry of these contracts, the
• the sale of the electricity produced on the markets, with
sales environment in which these assets exist will be uncertain
exposure to market price volatility;
and impacted by the legal and regulatory regime in force at
that time. • the mothballing of assets in the event of temporary market
overcapacity;
• the permanent shutdown of assets.

The Group is carrying out an in-depth study of the markets and is taking proactive measures to extend or replace these
agreements by taking part in contract extension processes organized by the relevant national authorities. The focus on the
performance and flexibility of power plants also increases the chances of achieving a more competitive sales position.
2.2.4 Financial risks
2.2.4.1 Commodities market risk (***)

The Group is chiefly exposed to two kinds of commodity hydropower and thermal gas assets. Renewable assets, a
market risk: price risk directly related to fluctuating market large share of which are under contract until 2030, generate
prices, and volume risk (weather risk and/or risk depending very little exposure to price risk but are exposed to risks
on economic activity). The Group is exposed to these risks, relating to their intermittent nature.
particularly with regard to gas, electricity, CO2 and other With the exception of trading activities, market risks are
green or white products related to the energy transition assessed by means of their impact on EBITDA. Accordingly,
(Guarantees of Origin, energy savings certificates and the the main risk indicators for managing the energy portfolios
Capacity Remuneration Mechanism (CRM)) (see Note 17.1.1 of include sensitivity to unit price changes, EBITDA at Risk,
Section 6.2.2 “Notes to the consolidated financial portfolio hedging ratios and stress tests based on predefined
statements”). unfavorable scenarios. For trading activities, and in
The Group has substantially reduced its exposure to market accordance with market standards, risk indicators include
risks in recent years, after the sale of its thermal power sensitivities, Value at Risk (VaR) and stress tests (see
plants in the US, its exploration & production and LNG Note 17.1.1 of Section 6.2.2 “Notes to the consolidated
activities, and its European coal-fired power plants. However, financial statements”).
its exposure to price risk remains high for nuclear power,

The Group has implemented a specific governance process to manage market and counterparty risks based on (i) the general
principle of separation of risk management and risk control, (ii) a Group-level Energy Market Risks Committee that is
responsible for validating risk policies and monitoring consolidated exposure, (iii) following the market and counterparty risk
mandates, and (iv) a specific risk control function coordinated by the Finance Department.
Part of its electricity production activity outside Europe is covered by long-term Power Purchase Agreements (PPA) in which
variations in operating expenses, in particular for fuels, are transferred as “pass-throughs” into electricity sale prices. This
substantially limits exposure to fuel price fluctuation risks, even if, under certain contracts, the transfer is not carried out in
exactly the same way.
The Group also uses derivatives to offer hedging instruments to its customers and to hedge its own positions either through
forward curves for the price risk or shorter term hedging instruments for risks relating to the intermittent nature of
renewable generation.
2.2.4.2 Foreign exchange risk (***)

The Group is exposed to foreign exchange risk, defined as the of importance, to assets in US dollars, Brazilian real and British
impact on the financial position and income statement of pounds. In a particularly volatile market context (with notably
exchange rate fluctuations, in the performance of its a major depreciation of the Brazilian real over 2020), the
operational and financial activities. These are broken down translational risk remains a major risk for the Group.
into (i) a transactional risk related to current operations, (ii) a The breakdown by currency of outstanding borrowings and
specific transactional risk related to investment, merger- net financial debt, as well as an analysis of foreign exchange
acquisition or disposal projects, and (iii) a translational risk risk sensitivity are presented in Note 17.1.3.1 and
which arises from conversion when consolidating the elements Note 17.1.3.2 respectively of Section 6.2.2 “Notes to the
of the statement of financial position and the income consolidated financial statements”.
statement of entities whose functional currency is not the euro.
The main exposures to translational risk correspond, in order

2.2 Risk factors

As part of the Group’s foreign exchange risk policy, recurring transactional risk is subject to systematic hedging as soon as this
risk is material and almost certain to arise. During the examination of investment projects, the specific transactional risk is
subject to a case-by-case hedging strategy. Finally, translational risk is covered by partial hedging strategies subject to a
reasonable hedging cost and sufficient market liquidity in relation to the risk of currency depreciation.
2.2.4.3 Tax risk (**)

Given their budget constraints, that the increase in public debt an additional tax within the jurisdiction of the parent company
due to the Covid-19 public health crisis will only exacerbate, for its undertaxed foreign subsidiaries (increase in its tax
coupled with pressure from civil society, several national liability and compliance costs due to the significant complexity
governments have recently introduced both general and of the mechanism).
specific anti-abuse measures, with a broad and partly The new European Commission could implement the OECD’s
subjective scope, and have given their supervisory authorities projects, even without consensus at the international level, by
increased powers of investigation. Subsequently, EU Member proposing a Directive aimed at realigning tax rights to value
States transposed several Directives aimed at combating tax creation and by setting a minimum taxation level, and by
avoidance (see ATAD1 and 2 (1), DAC6 (2)). relaunching its former European standardization project (see
Considering current discussions regarding challenges relating CCTB (3)) which would represent a major change in the tax
to the digitization of the economy, within the OECD and its system in Europe.
Inclusive Framework, other international tax reform projects These reform proposals create uncertainties and may have an
are to be expected in the medium term: the Group could be impact on the Group’s earnings over different time horizons.
impacted by Pillar Two of this project which aims to introduce

The Group has established and published a tax policy since 2015. It was last updated and validated by the Board of Directors
and its main subsidiaries on January 29, 2020. It is available on ENGIE’s website.
The policy highlights the importance of taxation for the Group and its commitment to a sustainable, stable and clear tax system,
administered in a fair and transparent manner. The tax function and risk management are entrusted to the Group Chief Financial
Officer and more particularly to the Group Tax Department, which informs the Audit Committee of the implementation of the tax
policy and the internal control system. Internal procedures, including regular control mechanisms, have been put in place to ensure
compliance with tax obligations in the concerned countries. Procedures also cover the choice of location for the Group’s structures.
The Group does not take speculative tax positions which create a tax risk or which do not reflect their economic reality. The Group
maintains official, open and constructive relations with governments and tax authorities and closely monitors reform proposals.
Furthermore, tax practices within the Group comply with its Code of Ethics and its environmental, social and societal principles. The
Group therefore considers that it is compliant with the requirements of the new Article L.22-10-36 of the French Commercial Code
relating to combating tax fraud.
2.2.4.4 Pension funding risk (**)

A significant portion of the Group pensions commitments and rules may be subject to changes that increase the Group’s
the assets associated with these plans are concentrated in commitments and therefore require an increase in the
France and in Belgium. Other defined-benefit pension plans relative relevant provisions.
are mainly located in Europe and Brazil. Substantial commitments exist in the form of other post-
In recent years, the Group has terminated a number of employment benefits and other long-term employee benefits,
defined-benefit plans and replaced them with defined- in addition to pension liabilities. These mainly comprise
contribution plans. energy-related benefits provided to retired employees within
Note 20 of Section 6.2.2 “Notes to the consolidated financial the scope of the EGI.
statements” details the items measured and recognized. Hedging levels and financing requirements for the Group’s
The calculation of commitments is estimated via actuarial pension plans vary according to the performance of financial
methods using methodologies, assumptions and models to markets and asset allocations, as well as interest and inflation
assess liabilities or determine asset allocations and associated rates and changes in the applicable legal and regulatory
risks that could have a significant impact on hedging levels framework.
and financing requirements. For some plans outside the scope of the EGI, ENGIE may be
In France, the special Electric and Gas Industries (EGI) regime required to fully or partly finance any difference between the
is a legal regime and the related commitments are estimated market value of these assets and the hedging levels
using actuarial assumptions and rules governing, respectively, projected for these plans, or any insufficiency in the return
benefits paid out by statutory plans and amounts that on the assets in respect of the guaranteed minimum average
remain the Group’s responsibility. These assumptions and rates.
(1) ATAD: Anti-Tax Avoidance Directive

(2) Directive relating to administrative cooperation
(3) CCTB: Common Consolidated Tax Base

2.2 Risk factors
As an illustration, on December 31, 2020, the actuarial debt Despite the Covid-19 crisis, pension funds proved resilient
was €14.9 billion. According to the Group’s estimates, an over 2020 as a whole and the majority recorded a neutral or
increase (decrease) of 100 basis points in the discount rate slightly positive performance.
would result in a decrease (increase) of approximately 18% in
the actuarial debt.

The Group has implemented a policy to cover pension commitments specific to each of the countries and legislation
concerned.
Within the scope of the EGI, the scheme is financed through the outsourcing of assets within the framework of life insurance
contracts. For the majority of international schemes, liabilities are covered through the funding of pension funds in which the
Group strives to be present in governance, as far as legislation allows.
It should be noted that the energy benefit in kind granted to the personnel within the scope of the EGI during the retirement
period is not covered.
2.2.4.5 Counterparty risk (**)

Due to its financial and operational activities, the Group is assets (loss of financial investments), or loss of earnings in
exposed to the risk of default by its counterparties the event of customer bankruptcy or additional costs in the
(customers, suppliers, partners, intermediaries, and banks) – event of supplier default.
see Note 17.2 of Section 6.2.2 “Notes to the consolidated The development of green offers through Corporate PPAs
financial statements”. over longer periods than traditional sales increases
The impact of this may be felt in terms of payment (non- counterparty risks. Moreover, these contracts are often
payment for services or deliveries made), delivery (non- signed with counterparties that are not always rated
delivery of supplies or services that have been paid for), Investment Grade (AAA to BBB- rating).

The financial soundness of customers is assessed before contracts are signed, using the same methods and tools across the
entire Group.
These risks are managed via framework agreements that use standard mechanisms such as third-party guarantees, netting
agreements and margin calls, or dedicated hedging instruments. Operational activities may also involve prepayments or
suitable recovery procedures (especially for retail customers).
Note 17.2 of Section 6.2 “Consolidated financial statements” provides further information regarding these risk measures in the
context of the Covid-19 public health crisis.
2.2.4.6 Risk on the return on the amount of provisions invested by Synatom towards nuclear
decommissioning and the management of spent fuel (**)
Synatom invests the amount of provisions paid by Electrabel In the shorter term, the value of Synatom’s investments is
to cover the costs of decommissioning nuclear power plants protected by a guaranteed value agreement between
and the management of spent fuel on the financial markets – Electrabel and Synatom under which if, at the end of the
see Note 16.1.1.2 of Section 6.2.2 “Notes to the consolidated agreement (in 2025), the market value is lower than the book
financial statements”. If, when using the funds, it turns out value, Electrabel must cover the difference in value.
that the amounts provisioned were insufficient, Electrabel
should compensate for the difference.

Investment management is entrusted to a team led by a chief investment officer. An investment committee composed of
experts will be responsible for overseeing investment decisions. These are guided by an investment policy based on a
controlled risk profile aimed at achieving the Group’s performance objectives and a strong diversification of risks and is
supported by a strict risk control policy.
2.2.5 Industrial risks

The areas of activity in which the Group operates carry facilities where employees work. The process safety of the
industrial risks capable of causing harm to individuals, facilities that the Group operates is one of its major concerns.
property or the environment. These risks could expose the The handling of these risks is subject to in-depth monitoring
Group to claims for civil, criminal and/or environmental and specific targeted investments, and audits of the facilities
liability. These may relate to facilities that belong to the in question are performed regularly.
Group or are managed by it on behalf of customers, or

2.2 Risk factors
Industrial facilities and Seveso sites

The Group operates and builds systems for gas transmission, photovoltaic facilities and provides services in an industrial
distribution and storage, regasification, gas liquefaction and environment. Some of these facilities are classified as “upper
bio-methanization. It also operates and builds electricity tier” Seveso sites.
production plants, hydro facilities, wind farms and
2.2.5.1 Industrial accident risks (**)

Risks of industrial accident can stem, for example, from During the Covid-19 pandemic, no industrial accidents or
operating incidents, design flaws or from external events significant event relating to the reduction in operating
(including third-party actions and natural disasters). These activities were recorded. Business Continuity Plans (BCP)
accidents could cause injuries, loss of life, property or were adapted to the pandemic and implemented. The
environmental damage, activity interruptions and operating operation of all industrial assets was maintained and the
losses. associated risks continued to be managed.

The Group carries out its industrial activities in compliance with a framework of safety regulations, including the “Seveso III”
European directive (1). These industrial risks are controlled by implementing safety management systems based on the
principle of continuous improvement. These systems aim to reduce the level of residual risk by responding to the highest risks
as a priority. Moreover, process safety is part of the Group’s audit and internal control programs.
The protection of industrial control systems is now included in the Group’s IT system security policy roll out.
For the greatest part, these risks are covered by insurance policies. In the event of a major claim, these policies could prove
insufficient (see Section 2.1.3 “Risk and insurance coverage”).
A Group Process Safety Committee meets twice a year, and more often if a specific issue needs to be addressed. The main
purposes of this committee include:
• developing a comprehensive and cross-divisional culture of safety and industrial performance that encourages the positive
contribution of operators and labor collectives;
• promoting the inter-BU and inter-divisional exchange of information on risks and accidents and sharing best practices in
the Group’s various activities;
• supporting the implementation of any cross-company initiatives within the Group;
• sharing and questioning the analyses and feedback on any major industrial accidents, or events that could have serious
repercussions, within the Group’s various activities.
Nuclear activities
Electrabel has established governance principles for the In Belgium, Electrabel, a Group subsidiary, owns and operates
operation, maintenance and decommissioning of nuclear power seven pressurized water reactors at two nuclear power
plants based on its experience as an operator and service stations at Doel and Tihange.
provider. It is also active in employee recruitment, training and
retention, both for facilities in operation and nuclear services
entities, and is involved in developing new services.
2.2.5.2 Risk of increase in the cost of processing and storage of various categories of radioactive waste
in accordance with the technical requirements of ONDRAF (**)
a/ ONDRAF could require the application of stricter acceptance temporary storage of spent fuel on the site, to continue
criteria for short-lived waste with low or medium levels of activities there and prepare the site for decommissioning.
radioactivity (category A) (see also Section 2.2.1.1). In the The project was granted the required operating and planning
past, category A waste was conditioned in accordance with permits on January 26, 2020 and February 21, 2020
the acceptance criteria at the time. If acceptance criteria respectively. Appeals for annulment were filed against these
should become stricter, this could lead to a need to permits by local citizens. These appeals, which do not have
recondition the waste. There is also a processing risk for suspensive effect, are currently underway.
certain waste barrels where a gel-like substance was c/ Following the discovery of a gel-like substance on the
discovered on their surface. Finally, ONDRAF tariffs could surface of certain barrels of medium level radioactive
rise, leading to an increase in the waste-disposal tariffs for waste, waste conditioning processes were subjected by
radioactive waste generated by the operation of power ONDRAF to additional and stricter tests with more
plants. rigorous acceptance criteria. As a result, the accreditations
b/ Electrabel is developing a plan to construct a new building for a number of processes were either not renewed or
for temporary storage of spent fuel at the Tihange power were withdrawn. Without these accreditations, the
plant. The construction of this building is required for the processing of this kind of waste must be outsourced.
(1) Directive 96/82/EC (Seveso II), amended and superseded by Directive 2012/18/EU (Seveso III)

2.2 Risk factors

• With regard to point a) above, a working group was established with ONDRAF to process the technical, legal and financial
aspects of the category A waste storage solution.
• With regard to point b) above, the appeals filed against permits are closely monitored.
• With regard to point c) above relating to the accreditation of the conditioning of resins and concentrates, the program to
validate the process is still underway. In the meantime, this waste is stored in tanks on the sites. The situation regarding the
storage capacity and availability of waste treatment facilities remains complex. Temporary solutions have had to be
developed to increase storage capacity at the two generation sites.
2.2.5.3 Risk of unavailability of one or more nuclear units for technical, security
or nuclear safety reasons (**)
The risk of one or more nuclear units not being available for Unavailability can be caused by several factors:
technical, security or nuclear safety reasons could have a a/ Technical problems relating to aging facilities or the
negative impact on performance objectives. reliability of certain equipment;
The industrial performance and safety of Electrabel’s nuclear b/ An insufficient number of qualified operators onsite;
facilities have improved over the 2019-2020 period and the
c/ Saturation of temporary radioactive waste storage;
key indicators are performing well.
d/ The unavailability of fuel from a supplier’s plant in
The availability of the nuclear generation fleet at the end of
Germany following legal action launched by a German
December 2020 was 62.6%, corresponding to a production of
citizen against the supplier’s fuel export licenses for the
32.6 TWh. The availability of the nuclear generation fleet was
Doel 1 and Doel 2 power plants.
79% in 2019, representing a significant increase compared
with 2018. The year 2020 was very specific in terms of
availability with a large number of planned outages at the
same time. Availability should, however, return to a high level
as of 2021, barring any unforeseen incidents.

• With regard to point a) above, the management of the aging of the generation fleet is closely monitored.
• With regard to point b), a policy and specific measures to maintain skills have been introduced.
• With regard to point c), several procedures for the accreditation of new suppliers or additional equipment are underway
with the authorities. The first accreditation has been obtained for a new container supplier and the first containers are
currently being manufactured.
• With regard to point d), the Group has intervened in support of the supplier in relation to the ongoing legal proceedings.
2.2.5.4 Nuclear safety and security (*)

Since the commissioning of the first reactor in 1974, the Doel environment. However, they could present civil liability risks
and Tihange sites in Belgium have not experienced any major for Electrabel, specifically in the event of a nuclear accident
nuclear safety incidents that could have resulted in danger to or the discharging of large quantities of radioactive material
employees, subcontractors, the general population or the into the environment.

2.2 Risk factors

Electrabel has implemented an internal and industrial control system for nuclear safety and the security of facilities in
accordance with the extremely high standards of the profession, which operates on several levels:
• the Safety Report establishes the control structures for the design, operating procedures and behaviors;
• safety principles are integrated into the operational management of the power plants;
• compliance with the principles is subject to managerial supervision at several levels;
• compliance with the principles is subject to controls independent of the operational organizations;
• it can be based on numerous, documented and quantified control points, as well as audits.
All individuals working at Group nuclear power plants have the appropriate qualifications and are aware of their personal
responsibility with regard to nuclear safety, in particular control room operators. During operations, compliance with safety
and security rules and conditions at the facilities are subject to inspection by the Belgian Federal Agency for Nuclear Control
(FANC), assisted by Bel-V, its technical support subsidiary. Independent checks are also carried out by Electrabel’s nuclear safety
department, which reports directly to its Chief Executive Officer, independently of the line management of the nuclear power
sites. In addition, both nuclear sites have OHSAS 18001 certification (the Tihange power plant has just gained ISO 45001
certification, the Doel power plant will switch to ISO 45001 in 2021), as well as ISO 14001 and EMAS certification.
Electrabel takes into account feedback and external peer reviews in order to continue to improve the safety and security of
its facilities (the most severe natural disasters, risks of cyber-attack and sabotage). The terrorist risk is addressed with the
competent authorities of the Belgian State.
In order to strengthen the safety culture at Doel and Tihange, Electrabel, in agreement with the FANC, has set up the CORE
(COmmon REsponsibility) plan, which concerns the central functions and the two nuclear sites. The plan was successfully
completed and was closed by the FANC in August 2019. The measures taken form an integral part of the management system
and are monitored during management system inspections. The internal nuclear safety department, as well as the FANC and
peers from WANO have all noted an improvement in terms of the safety culture within Electrabel.
2.2.6 Other operational risks
2.2.6.1 Cybersecurity (**)
The Group is continually exposed to new threats due to the compromised connections with the Group’s customers or
use of new technologies, the multiplication of connected suppliers could lead to blockages, delays and/or additional
objects, the evolution of industrial control systems, the costs in the management of the Group’s services or
spread of mobility tools, cloud computing, and the production networks. This could harm the Group’s activities or
development of new uses, including social networks and the reputation. The risk may increase as the digitization of its
in-depth analysis of data. Cyber incidents such as business lines expands and working from home becomes
ransomware attacks, theft of personal or sensitive more popular, in particular in the context of the global
information, corruption of industrial control systems or pandemic.

The Group continually adjusts its prevention, detection and protection measures for all of its information systems and critical
data. It therefore has:
• a Security Operation Center (SOC) which is responsible for the surveillance of its networks and applications and the
detection of incidents. The center intervenes on a global basis and is jointly operated with Thales;
• a Computer Emergency Response Team (CERT) which ensures the correct response to cyber attacks through the
coordination of all Group entities and interaction with external cyber bodies such as the French National Agency for
Information Systems Security (ANSSI);
• stringent controls for access to its internal and cloud platforms. The use of collaborative cloud-based tools, which are
secured with a two-factor authentication, has allowed the Group to continue its operations during the Covid-19 pandemic
without increasing its cyber risk exposure;
• devices to prevent network intrusion and to encrypt sensitive data;
• cyber-insurance cover.
To comply with the regulations (European Regulation 2016/679 on personal data protection, European Directive 2016/1148
on the security of networks and information systems), assessments are organized for the sites or applications concerned and
some Group entities have taken steps to obtain ISO 27001 certification of the security of their information systems. ENGIE
also works in partnership with a cyber rating agency to ensure a continuous independent review of its cybersecurity.
Major attacks are managed by a specific cyber-incident response system and a cyber-crisis management system that
completes the Group’s crisis management system. Sensitive system reboot exercises are carried out, to test the Group’s
resistance in the event of incidents such as ransomware attacks.
The organizational, functional, technical and legal security measures are subject to continuous controls that include testing
(intrusion, social engineering and phishing) and campaigns to raise awareness.

2.2 Risk factors
2.2.6.2 Risk relating to major projects (**)

The Group bases its growth on various industrial construction disasters and strike actions), regulatory and fiscal changes
projects, such as gas or electricity infrastructure for and changes in the competitive environment and energy
production or transportation, of which it is the owner. Among markets over the medium and long term, which could reduce
these projects are certain thermal power plants (including the profitability of certain assets and result in lost revenues
Fadhili in Saudi Arabia), offshore wind farms (Le Tréport and or asset impairment.
Noirmoutier in France, Moray East in the United Kingdom) — The Group is also designing and building large-scale facilities
which now fall within the scope of the ENGIE-EDPR for third-party customers. Although these projects are always
subsidiary Ocean Winds — and electrical infrastructure (Gralha subject to in-depth studies and the Group has recognized
Azul and Novo Estado high-voltage lines in Brazil) and a expertise, construction deadlines may not always be met,
majority of medium to small projects: wind projects in Brazil, resulting in penalties, construction costs may be higher than
Chile, the United States, Spain, France and India, solar projects anticipated, the facilities’ performance may not comply with
in Mexico, Saudi Arabia and India in particular, local the specifications or subsequent accidents may trigger the
heating or cooling networks, and urban infrastructure. The Group’s civil, professional and/or criminal liability. This could
profitability of these assets depends greatly on cost control have a negative impact on the Group’s image, financial
and construction deadlines, the operational performance of position, or earnings.
the industrial asset, external phenomena (e.g. natural

The Group implements operational support for projects and their supervision and has implemented management of the
portfolio of projects over €30 million – whether investment or installation type – to provide the alerts necessary to
implement corrective measures. A policy on supervision of project construction and common methods on project management
have reinforced existing mechanisms within the entities executing industrial projects. In addition, ENGIE continues to roll out
training courses focusing on risk and contract management in projects for project managers and developers. On this basis,
ENGIE has updated and improved its project risk management guide and the related tool. With the same objective of
professionalizing this business line, and to complement this guide, a planning training course has also been launched.
Lastly, ENGIE implements contract management systems to proactively manage contractual relationships with its customers,
partners and suppliers. In its capacity as client, the contracts entered into by ENGIE with builders include guarantee and
compensation clauses covering construction defaults and manufacturer’s failures relating to deadlines and the performance of
the industrial assets delivered. Moreover, insurance subscription allows for insured losses to be indemnified and also
improves prevention.
2.2.6.3 Acquisition and integration (**)

For the purposes of external expansion, especially by means of employed and allowing it to adapt more appropriately to the
acquisitions, the Group may issue equity securities or have specific context of local markets. The Group strives as much
recourse to borrowing. Acquisitions present risks related to as possible to protect its interests as a partner, including
integration difficulties and failure to achieve expected benefits through the signing of shareholders’ agreements, possible
and synergies. Risks related to the valuation of assets or representation in governance (Board of Directors, management
liabilities or non-achievement of expected results could arise positions) and reporting. However, changes to the project, the
at the end of the acquisition process, resulting in provisions for economic situation, the partner’s or the Group’s strategy, and
asset impairment. even the local political environment may, in some cases, lead
Partnerships and acquisitions of equity stakes are one of the to changes in the control or governance of a partnership or to
ways in which the Group can share the economic and financial disinvestment.
risks inherent to some projects, by limiting its capital

The processes implemented by the Group for analyzing, auditing (due diligence) and structuring risks during a planned
acquisition are designed to provide a more accurate assessment of the uncertainties that arise in such cases and to propose
mechanisms to protect against the risks identified. The resulting risk allocation depends on the quality of the information
transmitted to the Group (especially given the legal and regulatory constraints), and the outcome of the negotiation process.
With regard to integration, the Group has set up a dedicated team (Integration Management Office or IMO) to develop an
adapted policy and tools and to support BUs and the Corporate M&A team through the process from the development phase
(before signing). The Group’s integration policy has therefore been in place since January 2020. During 2020, the IMO team
has provided support to around five acquisition projects. These include the acquisition of six hydroelectric power plants in
Portugal, the integration of Mobisol (Germany) in the new ENGIE Energy Access entity, as well as the completion of the
integration of Powerlines in Austria.
In the context of its partnerships, the Group may notably establish contractual provisions to resolve stalemates within
partnerships (deadlock resolutions), exit clauses and, in the event of disputes with the partner(s), litigation resolution clauses.

2.2 Risk factors
2.2.6.4 Risk of malicious acts on tangible and intangible assets (*)

The Group’s sites and industrial or tertiary facilities, which verbally, constitutes its intangible assets and may also be
make up its tangible assets, may be exposed to malicious acts. exposed to malicious acts.
Information, whether digital, physical or communicated

The Group has introduced a policy for the protection of tangible and intangible assets, covering technical (including IT), legal,
managerial and organizational areas. Regarding tangible assets, sensitive sites are subject to protective measures tailored to
the local situation and revised according to the threat status.
As part of the deployment of the policy for the protection of assets, the Group has introduced a system to catalog incidents to
improve risk anticipation and prevention in order to limit the impact of any malicious acts.
Regarding the anticipation of threats to tangible assets, the Group provides the following for the BUs:
• permanent and comprehensive monitoring of all threats to the Group’s facilities. The information collected is forwarded to
the BU security officer or the relevant entities. These are responsible for taking urgent and long-term protective measures
to ensure the protection of the targeted facilities;
• permanent and comprehensive “country risk” monitoring in order to anticipate the threat and adjust the level of protection
measures.
In terms of data protection, the Group continuously adapts its approach with a view to:
• process any incidents reported;
• preventing any internal or external action aimed at capturing and using sensitive information.
The Group has set up a process to report malicious acts. Their analysis is included in a quarterly report and makes it possible
to implement the necessary, strategic and operational prevention and mitigation measures.
2.2.7 Social and societal risks

The Group is also exposed to risks the direct financial impact more detail in Chapter 3 “Statement on non-financial
of which is difficult to assess, but the non-financial impact of performance and CSR information”.
which is considered significant. These risks are developed in
2.2.7.1 Risks related to human resources (**)

The Group’s transformation includes major HR challenges such • difficulties in finding a sufficient number of women that are
as the ability to adapt its skills profile and to unite employees trained in the Group’s field on the employment market which
around its business plan. presents a risk of not reaching ENGIE’s ambitious non-
Two major events stood out in 2020 that had a significant financial objectives relating to social responsibility.
impact on HR risks: The Group is also faced with redeployment challenges due to
• the global public health crisis that may increase psychosocial a decline in business following regulatory decisions (Belgium's
risks due to partial unemployment and remote working; progressive exit from nuclear power, the end of gas sales at
• the Group’s strategic refocusing (see Section 1.2.2 “The regulated tariffs in France in 2023) or in the event of an
strategic acceleration in 2020”), which could undermine economic crisis due to the current public health crisis.
employee engagement and lead to a decline in the social
climate during a period of uncertainty surrounding the Engagement of employees
specific organization goals and their social consequences.
Given the scale and speed of the Group’s transformation, it
needs to support managers and employees to give meaning to
Skills the changes and promote buy-in.
The adaptation of skills is a recurring topic due to a chronic
shortage of technicians in the service professions and skill Risk of social movements
requirements in digital or data-related professions.
The major organizational changes that the Group and its
In terms of recruitment, the Group pays close attention to the
entities must undergo in the context of the transformation
following two risks:
may be misunderstood or anxiety-provoking and may result
• difficulties in finding candidates for apprenticeships due to in rejection or blockages.
a shortage of technical-related profiles despite ENGIE being
Reactions by social representatives demonstrate that they are
prepared to invest in young people and promote
very receptive to being involved in discussions regarding
apprenticeships as a route to excellence to access the
changes relating to the public health crisis (homeworking for
professions of the future;
example) and the economic impact on employment.

2.2 Risk factors

Skills
(see Section 3.4.2.1 “Hiring and the employer brand”and Section 3.4.3 “Human Resources development policies”)
• The ENGIE Skills approach provides an annual general overview of the evolution of the Métiers and the Group’s skills
requirement. This system is closely linked to the two other drivers of HR support for transformation, which are ENGIE
Mobility (for France and Belgium) to stimulate the internal job market and ENGIE Schools, the Group’s internal international
network of business schools.
• In response to the structural labor shortage and to build a skills pool, the Group is currently setting up an ambitious
program to host work-study students and has set a target of these students accounting for 10% of the workforce.
• In support of its gender equality ambition, ENGIE has set a Tier 1 non-financial objective aimed at achieving a rate of 50%
of women in management positions. For this purpose, it has launched the fifty-fifty project aimed at creating the conditions
necessary to reach this managerial parity.
Engagement of employees
(see Section 3.4.2.2 “The employee's commitment to the Group's strategy”)
• In October 2020, the Group carried out its “ENGIE&Me” commitment survey for the fifth consecutive year. Circulated among
Group employees across the globe, excluding regulated entities, this survey provided them with the opportunity to express
their opinion on the key aspects of employee commitment. The main strengths of the Group highlighted by the survey are
adherence to ENGIE’s goals and objectives in the move towards carbon neutrality (+13 points) and the sustainable
engagement index (+3 points).
• By communicating regularly about innovation, new business models, and other topics related to the transformation, the
Group is fostering discussions with its staff in order to strengthen engagement.
• With the “ENGIE Leadership Way”, ENGIE promotes managerial behaviors that encourage innovation and the development
of employees and has also implemented a new policy of recognition of experts essential for its competitiveness.
• The Group continued to extend the community of technical ambassadors set up at the end of 2018. The Communau’Tech
now has 300 French and 50 Italian members.
• In 2020, ENGIE launched ExpAND, a program that identifies and recognizes Group experts, develops expertise communities
and makes ExpANDers ENGIE ambassadors both within and outside the Group.
Risk of social movements

(see Section 3.4.6 “Social Dialog”)
• Within national and European representative bodies and through national, European and global collective agreements,
ENGIE associates its social partners with the implementation of its social ambition.
2.2.7.2 Ethical risks (**)

The main risks identified are: corruption, violations of human rights, non-compliance with competition and/or embargo rules,
fraud, and breaches of personal data (privacy). Any breach of the ethical principles of the Group could constitute a legal, judicial
and reputational risk (see Note 25 of Section 6.2.2 “Notes to the consolidated financial statements”).

In order to prevent the occurrence of such risks, ethical compliance policies and procedures are rolled out throughout the
Group and apply to all of the controlled entities. The Ethics, Compliance & Privacy Department promotes their generalized
implementation within the Group, relying on management, the network of Ethics & Compliance Officers and Data Protection
Managers, as well as on employee training. They contribute to compliance with the Sapin II and Duty of Vigilance laws as well
as with European Regulation 2016/679 on personal data protection.
Ethical and non-compliance risks are analyzed annually and action plans are implemented if necessary. Moreover, risks
relating to corruption and human rights/duty of vigilance are specifically assessed as part of the Group’s risk analysis process
(see Section 3.8 “Ethics and compliance”).
In addition, the policy on the analysis of ethical risks relating to investment projects and major contracts and the human rights
guidelines applicable to the whole Group require the entities to analyze corruption risks and human rights risks for every new
project.
Finally, the Group obtained ISO 37001 certification in 2018: the certification audit was followed by a two-year surveillance
program (2019-2020); these two surveillance audits were successfully validated. This certification provides a guarantee of the
Group’s Ethics and Compliance system.

2.2 Risk factors
2.2.7.3 Reputational risk (**)

The energy sector is the subject of various public debates due operational excellence or legitimacy as an operator are called
to the profound changes that it is undergoing. into question. Damage to the Group’s reputation could have
The Group is exposed to reputational risk, both directly and an impact on its business and its ability to win new contracts.
indirectly, especially when the Group’s values, ethics,

As a vital part of the Group’s intangible corporate assets, the “ENGIE” brand (registered in more than 100 countries) is
constantly monitored to protect it against any fraudulent use that could harm the Group’s image.
Through its policies, organization, procedures and governance, the Group endeavors to prevent operational risks (see
Sections 2.2.6 “Industrial risks” and 2.2.7 “Other operational risks”) and smear campaigns that could affect its reputation (see
Section 3.3.2 “Main societal risks”).
The Group uses external monitoring to record disputes, including those on social networks, where its name is mentioned, in
order to identify and deal with any problems at the source.
2.2.7.4 Security of people (**)

The international scope of the Group means that some Peru, Colombia, Mexico, Indonesia and the Philippines. Risks
employees and other parties such as subcontractors may be relating to terrorism targeting the French community and its
exposed to health and security risks. This threat is managed interests have never been considered as high as they are
via a specific organization that includes a “country watch”. currently. Terrorist attacks in France and violent protest against
The Group’s activities in regions where political, economic or France in certain countries are among the factors weighing on
social instability is considerable carry risks to the security of the security of employees.
certain employees. Sensitive countries for the Group include

Wherever it operates, the Group continually assesses the risks related to security: terrorism, armed conflict, political or social
unrest, organized or ordinary crime and, more generally, the occurrence of “unconventional” situations.
Geographic areas are subject to classification that corresponds to specific prevention and protection measures. To accomplish
this mission, the Group relies on State services as well as specialized providers.
Measures are implemented across all BUs led by the Group’s Security Department. For example, the following have been
rolled out:
• tools to provide training and information, monitoring and assistance to employees;
• an alert, analysis and prevention system that is constantly updated by specialized and recognized providers. The Group
works in partnership with these providers to manage security and health risks.
2.2.7.5 Health and safety at work (*)

The Group is committed to eradicating serious accidents and Furthermore, the pandemic may give rise to a significant
continuing to reduce occupational accidents among its increase in psychosocial risks for certain employees due to
employees, subcontractors and temporary workers, to several factors: social distancing and even isolation,
improving well-being at work and to preventing psychosocial particularly with work from home measures, fear of
risks. contamination for themselves and their loved ones, and fewer
The Group has identified a specific risk of employees focusing interactions with management as a result of new working
on Covid-19 protection measures to the detriment of rules conditions.
aimed at managing other health and safety risks. To
counteract this potential decline in vigilance, a specific
communication campaign was run.

2.3 Internal control procedures

The Group health and safety policy was agreed with the union federations at European level and subsequently worldwide.
This policy is broken down into multi-year action plans. In 2020, the 2016-2020 action plan was implemented, and the 2021-
2025 was drafted. It includes a specific action program called “No Life at Risk”, “No mind at risk”, “No asset at risk”. This
program is intended to continue to improve results and develop a culture of safety, commitment and vigilance among all
individuals to protect their lives and those of others. The provisions introduced are described in Section 3.4.8 “Health and
safety policy”.
In 2020, the BUs relied on four commitment drivers to strengthen the safety culture and guide the practices and behaviors of
every individual:
• the leadership of managers: improve the accountability of all managers when taking into account health and safety risks;
• risk anticipation by prioritizing the identification and management of events with high potential of severity (called “HiPo”);
• the integration of newly-acquired companies by rapidly bringing them up to Group standards;
• acculturation, by sharing our health and safety culture with all our employees and all our subcontractors.
The Group is determined to take care of the physical and mental well-being of all its employees who constitute its main
strategic resource. In 2020, this ambition was concretized by the following measures:
• establishing diagnostic testing using social climate barometers and surveys;
• during the pandemic, surveys aimed at assessing, in particular, employees’ well-being at work;
• the development of training for managers on the prevention of psychosocial risks;
• the provision of assistance tools to employees (via dedicated telephone lines);
• the implementation of awareness and prevention campaigns.
Measures taken to manage the Covid-19 pandemic are described in Section 3.9 “Vigilance plan (synthesis)”.

2.3.1 Internal control definitions and objectives
2.3.1.1 Internal control standard 2.3.1.3 Internal control limits

ENGIE’s internal control is based on the COSO II model of the Internal control cannot provide absolute assurance,
Committee of Sponsoring Organizations of the Treadway particularly due to possible dysfunctions relating to error or
Commission and the AMF reference framework. It includes human failure and arbitrage between the costs relating to the
five components: control environment, risk assessment, potential occurrence of a risk and the cost of the measures
control activities, information and communication, and designed to prevent it.
monitoring activities.
2.3.1.4 INCOME program

2.3.1.2 Internal control objectives
Each year, ENGIE updates the scope of the most significant
ENGIE’s internal control aims to provide reasonable assurance controlled entities on the basis of financial materiality and an
that the following objectives are being met: compliance with analysis of risks. Thanks to the Group’s Internal COntrol over
laws and regulations, reliability of accounting and financial Management Efficiency or INCOME program, ENGIE monitored
information, and effectiveness and efficiency of operations. 188 entities in 2020.
Internal control is adapts to changes in the Group’s
organization and businesses and contributes to the rolling out
of its strategy.
2.3.2 Internal control organization and stakeholders
2.3.2.1 Organization of internal control

The organization of internal control complies with the conforms to the regulatory framework. The Internal Control
principles of the Group’s organization, including Department reports to the Finance Department and is
decentralization, autonomy and the accountability of responsible for leading and coordinating the Group’s internal
managers. In the context of the authorities delegated by the control system. It updates the standard, methodology and
Chief Executive Officer, each manager is responsible for information system which centralizes the assessments of the
implementing and overseeing an internal control system that system’s effectiveness.

2.3.2.2 Elements of the general compliance framework
2.3.2.2.1 Ethics and compliance Department and the Group Digital and Information Systems
Department, which coordinates the technical actions to secure
In line with its values and its undertakings, ENGIE aims to act
their connection to the cybersecurity supervision platform of
in compliance with the laws and regulations in force in the
the Global Security Operations Center.
countries where it operates in all circumstances. To this end,
the Group has established an ethics policy that guides its Important subjects for internal control, such as the
strategic decisions, management and professional practices. It segregation of duties and the management of access rights,
also has the necessary tools to measure compliance with this are taken into account during the design stage of new
undertaking (see Section 3.8 “Ethics and compliance”). information systems and regularly reviewed thereafter. The
IT managers of the BUs are responsible for the information
system recovery plans, while the BU’s information systems
2.3.2.2.2 Recruitment, training and skills security officers are responsible for cybersecurity.
management
The quality, commitment and skills of its employees are 2.3.2.2.4 Internal policies and standards
necessary conditions for the management of the Group’s
operations. In accordance with the CSR and diversity policies, All the decisions, standards and procedures issued by
recruitment, training and talent management contribute to the corporate defining the Group’s methods of operation are
internal control system. They help ensure the required level available on its intranet. The Finance Department provides
of skill in all areas, in particular those requiring specific the procedures and rules intended to ensure the reliability of
expertise (see Section 3.4 “Social information”). the accounting and financial information applicable to the
Group’s entities. The Internal Control Department provides
Group employees with access to 61 standards covering
2.3.2.2.3 Information systems business, support and global processes (for example sales,
procurement, payroll, information systems, accounting, taxes,
The IT solutions strategy, policies and standards are defined by
cash management, etc.). Each standard details the intrinsic
the Group Digital and Information Systems Department. The
risks and the key controls designed to manage them. The
security of information systems of the sectors and central
Internal Control Department provides all entities with
functions of the Group is the responsibility of the corresponding
methodological guides relating to the definition, assessment
functional departments, in accordance with these policies and
and coordination of an internal control system adapted to the
standards. The BUs are responsible for the security of their
nature of their activities. It updates and shares best practice
Information Systems under the supervision of the Group Digital
on subjects such as the segregation of duties, the role of
and Information Systems Department. The industrial control
directors and data protection.
systems (ICS), under the joint control of the Global Care
2.3.2.3 The system’s stakeholders

The stakeholders and their respective roles are presented 2.3.2.3.3 Second line of management
according to a management model with three lines, overseen
This line of management is organized into sectors, overseen
by ENGIE’s governance bodies.
by the Group’s corporate departments.
The Finance Department carries out internal accounting and
2.3.2.3.1 The Group’s governance bodies financial control (see Section 2.3.3 below). Within this
The Board of Directors ensures the correct functioning of the department, the Insurance division is involved in risk
Group’s internal control. The Executive Committee defines the identification, loss prevention, and the definition and
organization and responsibilities of managers and ensures implementation of hedging strategies.
compliance with the delegations of authorities. An annual The General Secretariat helps to make the Group’s operations
review of internal control is submitted to the Executive and the decisions of its managers legally secure, particularly
Committee and the Audit Committee. in the following areas: commitments, litigation, arbitration,
studies and actions to protect the criminal liability of the
Group and its managers, embargo, company law, financial and
2.3.2.3.2 First line of management stock market regulation, intellectual property law,
The operational managers, who are responsible for the competition law and regulation and financial law.
internal control of their organizations, constitute a key Within the General Secretariat, the Legal, Ethics, Compliance
element of the system. They ensure that control activities are and Privacy Department is responsible for overseeing the
implemented, analyze the results, correct any deficiencies legal and ethics lines, which are tasked with managing
and endeavor to improve the efficiency of their system. legalities with respect to the Group’s activities and ensuring
The Management Committees of the BUs and entities are compliance with the Group’s ethical principles.
responsible for establishing and overseeing the internal The Societal Responsibility Department is responsible for
control covering the scope of their activities. They play a vital compliance with environmental laws and regulations
role in the quality of the control environment: promoting throughout ENGIE. It assesses the environmental maturity of
Group values, defining the organization, assessing results, etc. the Group’s various businesses and is in charge of regulatory
environmental reporting.
The Internal Control Department coordinates the implementation
of the internal control policy approved by the Executive
committee. It coordinates a network of representatives who are
in charge, under the responsibility of the managers of the entities,
of guiding internal control. It monitors and anticipates regulatory
and Group developments to adapt the relevant procedures.
It organizes training and information sessions.

2.3.2.3.4 Third line of management: the Internal Internal Audit helps review the reliability of the self-
Audit Department assessments of controls carried out under the INCOME
program and the internal control of operational and financial
Reporting to the Chief Executive Officer, the Audit processes. Internal Audit presents its conclusions to the
Department operates throughout the Group in accordance managers of the BUs and entities. It reports to the Executive
with an annual plan based on risk analysis and interviews Committee and Audit Committee on its key observations and
with the operational managers. This plan may be expanded at the progress of related action plans. It meets with the
the request of the Executive Committee according to the Statutory Auditors to share internal control analyses.
Group’s priorities. Submitted for approval to the Audit
Committee, the plan is designed to cover all of the entities
and enables the quality of the business control and
management environment to be checked.
2.3.3 Internal control relating to financial information
2.3.3.1 Organization and stakeholders

The Group Accounting Department is in charge of financial 2.3.3.1.4 The Group Tax Department is responsible for
reporting, preparing the parent company financial statements defining and rolling out the Group’s tax policy. It coordinates
of ENGIE, producing the consolidated financial statements, the validation of tax returns and transfer pricing
and liaising with the Statutory auditors and the accounting documentation and ensures that tax data are uniformly
departments of the AMF. It establishes the Group’s accounting reported. The Group Tax Department is hierarchically
principles and oversees their implementation to ensure responsible for all tax activities. Generally speaking, it is
compliance with the accounting standards. closely supported by the Finance Departments of the BUs,
It monitors the evolution of standards and their impact on the which assume responsibility for tax in terms of compliance
Group’s financial statements and adapts the principles and transparency.
accordingly. Within the Group Accounting Department, the 2.3.3.1.5 The Investor Relations Department is in charge of
Group Consolidations Department and the Accounting relations with institutional investors and analysts. With
Standards Department optimize the handling and resolution of regard to management information, the Management Control
complex technical problems. These departments strengthen the sector of corporate is the Investor Relations Department’s
quality and standardization of the analyses performed and the only source of information. Other information arising from
positions taken. the legal reporting process, that is classed as regulated
The Enterprise Performance Management Department is information pursuant to AMF rules, is provided by the Group
tasked with establishing the analyses and reports required by Accounting Department. Lastly, the department oversees and
the Executive Committee for the economic and financial coordinates the process of market communication (financial
coordination of the Group. It draws up and maintains the information and information on major transactions) in
Group’s management control toolkit and oversees the rolling collaboration with the General Secretariat.
out of these toolkits to the various entities. It guides the Through the functional lines, all of these corporate
Management Control sector in defining and implementing departments oversee the internal control of their respective
processes and tools. It coordinates the Group’s performance fields via the Finance Departments of the BUs. These Finance
program. Departments are responsible for producing the separate
The IT Solutions Department Finance Sector is a centralized financial statements of the legal entities and converting them
activity at the corporate level that is responsible for the IS according to IFRS. The consolidation of this data converted
strategy of the Finance Function and for the determination according to IFRS standards is carried out by Corporate as
and coordination of the IT solutions policies, rules and well as the implementation of internal control procedures at
standards applicable to the sector. Applications and all operating subsidiaries and the decentralized management
infrastructure are distributed to the BUs and Métiers in control (see Section 2.3.3.3 “Setting objectives and
accordance with the policies defined by corporate. The IT coordination”).
Solutions Department Finance Sector oversees the The Finance Department also uses the current “Missions and
implementation of the Group’s IS security policy within the operating principles of financial communication” procedure,
sector and monitors and plans IS spending and investments. which sets out management principles for the Group’s
The consolidated reporting entities all use the SAP software financial communication and defines its activities relating to
package “Business Objects Financial Consolidation” for the investor and analyst relations as well as market intelligence.
consolidation of the Group’s financial statements and
management reporting. This application is jointly managed by
the Accounting IT Center of Expertise (which handles
administrative tasks and system configuration and provides
operating assistance to users) and the Information Systems
Department, which is in charge of specific underlying
infrastructures.

2.3.3.2 Consolidation process

The Group Accounting Department is in charge of producing implements second-tier controls of information prepared by
the consolidated financial statements. It is supported in this the BUs, which do the same regarding data provided by the
task by the BUs’ Enterprise Performance Management and reporting entities.
management reporting teams. It updates the accounting The CEO and CFO of BUs attest to the quality and
principles manual and closing instructions shared before the comprehensiveness of the financial information provided to the
consolidation phases. Group in a representation letter. Discussions with the Statutory
Each of these entities carries out controls in its own area of Auditors enhance the quality of financial information,
responsibility to ensure that Group accounting standards and particularly in the case of complex situations that are open to
policies have been circulated and applied correctly. Corporate interpretation.
2.3.3.3 Setting objectives and coordination

Every year, each of the Group’s BUs produces an Medium The Executive Committee approves for each BU the
Term Business Plan (MTBP), a budget and budget re- objectives set for the following year, the corresponding
estimates. The Enterprise Performance Management budget and the outlook beyond the current year derived from
Department, prepares instructions for this purpose for each the budget process and the Medium-Term Business Plan
BU, including details such as macroeconomic hypotheses, (MTBP). The testing process for the impairment of goodwill
financial and non-financial indicators, the timetable and the and long-term assets is based on this data. The Group’s
segmentation of the scope of activity. Each BU is responsible consolidated budget and MTBP are presented to the Audit
for sending these instructions to the subsidiaries and Committee and the Strategy, Investment and Technology
reporting entities within its scope after tailoring them to the Committee before being submitted to the Board of Directors.
specific characteristics of its business activity.
2.3.4 Formalization and coordination of internal control

Within the scope of the INCOME program, the operational The Group also implements a system of commitment
managers oversee the implementation of the control involving the managers of the BUs and the main Corporate
activities of their processes, assess their results and rectify Departments concerning the establishment, oversight and
weaknesses detected. They carry out a self-assessment of key effectiveness of an internal control system covering their
controls, with the support of internal control within the organizations. Each year, meetings take place between the
entities. Internal Audit, for its part, reviews the quality of Internal Control Department and the Statutory Auditors in
these self-assessments and the general control environment. order to share analyses of the quality of the existing systems
Outside the scope of the INCOME program, internal control and to identify action plans to rectify weaknesses detected.
toolkits and a specific questionnaire are provided to the
entities. These enable sensitive areas to be covered, such as
the separation of tasks and the protection of assets.
2.3.5 Recent actions to strengthen the system

In 2019, the Internal Control Department updated the Group’s control activities. The Highbond project was launched for this
internal control policy which was approved by the Chief purpose and continued to be rolled out, beginning with controls
Executive Officer. One of the new priorities is the automation of delegated by the BUs to GBS.

Non-Financial Statement
3
and CSR information
3.1 Corporate Social Responsibility 66 3.6 Societal information 105

3.1.1 CSR policy and governance 66 3.6.1 Dialogue with stakeholders
and partnerships 106
3.1.2 2030 CSR objectives 66
3.6.2 Combating fuel poverty 106
3.1.3 Climate trajectory (related to
the recommendations of the TCFD: 3.6.3 Just transition 107
Task Force on Climate-related
Financial Disclosures) 67 3.7 Purchasing, subcontracting
3.1.4 Science Based Targets certification and suppliers 108
and carbon neutrality 68
3.8 Ethics and compliance 109
3.2 Business model 69
3.8.1 Ethics and compliance governance 109
3.3 Analysis of main CSR risks 3.8.2 Risk assessment 109
and challenges 71 3.8.3 Reference texts 109
3.3.1 Main environmental risks 76 3.8.4 Whistleblowing and reporting
3.3.2 Main societal risks 78 of ethics incidents 110
3.3.3 Main social risks 79 3.8.5 Training and awareness 110
3.3.4 Main governance risks 81 3.8.6 Controls and certifications 111
3.4 Social information 82 3.9 Vigilance Plan (synthesis) 111
3.4.1 Social data 83 3.9.1 Identification and management

of the risks of serious harm to
3.4.2 Attraction, hiring individuals and the environment 111
and retention of talent 84
3.9.2 Third-party assessment 114
3.4.3 Human resources
development policies 86 3.9.3 Alert mechanism
and collection of alerts 114
3.4.4 Social commitment: a company
committed to corporate citizenship 3.9.4 Steering, governance and
and solidarity 88 follow-up of the deployment
of the plan 114
3.4.5 Remuneration, social protection,
employee savings plans, 3.10 Report by one of the Statutory
and employee shareholding 91 Auditors, appointed as independent
3.4.6 Social dialogue 92 third party, on the consolidated
3.4.7 Note on the calculation method
non financial statement 115
for social indicators 93
3.11 Statutory auditors’ reasonable
3.4.8 Health and safety policy 94 assurance report on selected social,
3.5 Environmental information 97 environmental and governance
information 117
3.5.1 Legal and regulatory framework 97
3.5.2 Environmental management 97
3.5.3 Performance control
and measurement systems,
a prerequisite for environmental
responsibility 98
3.5.4 Group actions 100

3 Non-Financial Statement and CSR information
3.1 Corporate Social Responsibility
French ordinance 2017-1180 dated July 19, 2017 and French “Business model”, and in a detailed form in Section 1.6
Decree 2017-1265 dated August 9, 2017 transposed “Description of the Group’s activities”;
European directive 2014/95/EU, also called the non-financial • an analysis of the CSR risks relating to the areas referred to
reporting directive (NFRD), as regards disclosure of CSR in the NFRD Directive, detailed in Section 3.3 “Analysis of
information by companies via the Non-Financial Statement the main CSR risks and challenges”;
(NFS), thus amending Article 225 of the French Commercial • a presentation of the governance of CSR performance in
Code, which required companies to incorporate their social, Section 3.1 “Corporate Social Responsibility”, together with:
environmental and societal information into their management the Board of Directors’ diversity policy, described in
reports. Section 4 “Corporate Governance”, the Vigilance Plan
Pursuant to this legislation, the ENGIE Group’s NFS comprises described in Section 3.9 “Vigilance Plan (synthesis)”, and
the following elements: the rules of ethics described in Section 3.8 “Ethics and
• a description of the Group’s activities presented in a compliance”.
summary form by major business segment in Section 3.2

The fundamental principles of Corporate Social Responsibility The urgent need to reduce environmental impacts means that
are elaborated on in the Group’s purpose statement and we have to establish a lower-carbon, more decentralized,
enshrined in the Group’s bylaws. more digitized and more pared-back energy system. The
Rethinking the global energy landscape has today become a Group’s societal approach is fueled by its quest for positive
necessity in the face of global warming. impacts on the planet.
3.1.1 CSR policy and governance

ENGIE's Corporate Social Responsibility (CSR) policy sets out The CSR Department regularly meets with a range of
the Group's CSR priorities and commitments to bring together stakeholders (NGOs, investors, rating agencies, clients, opinion
everyone's skills, create shared value for all its stakeholders leaders, and experts), and organizes panels and discussion
and contribute to the achievement of the Sustainable forums to work on the sustainability of offerings, projects and
Development Goals defined by the United Nations. By acting services related to the Group’s operations. The Group
for a positive impact on people and the planet, the Group regularly holds training courses on sustainable development
contributes to ensuring its leadership, over the long term, as a and stakeholder engagement for its employees.
benchmark player in energy transition and related services Each year, at its Shareholders’ Meeting, Engie publishes an
beyond energy. This policy is detailed in Section 1.5.1. integrated report on its overall financial, environmental,
The Corporate Societal Responsibility Department (CSR social and societal performance, which it discusses in advance
Department) is supported by a network comprising a Chief with its main stakeholders.
Sustainability Officer and an Environmental Officer for each BU. The CSR Department has also launched a project to ensure the
To engage employees as widely as possible on these roll-out and proper implementation of the purpose. Initially
subjects, the CSR Department also has an internal network of based on a detailed analysis of the purpose in order to clarify
global CSR ambassadors. what it means – particularly the concept of a positive impact,
The CSR Department provides regular presentations on the tools are being developed to facilitate this roll-out: long-term
latest CSR topics (Science-Based Targets, Task Force on CSR goals, an internal taxonomy, a compatibility tool and an
Climate-related Financial Disclosures, CSR commitments, integrated reporting process. The CSR Department has joined
discussions with civil society) and an annual report (CSR forces with other departments to develop these tools and roll
ratings, CSR objectives, the environmental and societal them out to the teams, updating the Group’s major processes
actions of the Group and the BUs) to the Ethics, Environment by incorporating the purpose within them. All of this work is
and Sustainable Development Committee (EESDC). designed to ensure that the decisions made are consistent
The CSR Department jointly chairs the Green Financing with ENGIE’s new purpose.
Committee with the Finance Department, overseeing projects
likely to be financed by green bonds regularly issued on the
market by the Group. It also jointly chairs the Duty of
Vigilance Committee.
3.1.2 2030 CSR objectives

In 2020, the Group has set itself 19 CSR 2030 objectives in The 2020 results of the eight key CSR objectives (referred to
line with its purpose and its new strategic orientations. as Tier 1) are presented in Section 1.5.3 of this document.
Each objective has an Executive Committee member as a
sponsor and a manager who works in partnership with the
functional line concerned to take the necessary action to
achieve it.

Non-Financial Statement and CSR information
3.1.3 Climate trajectory (related to the recommendations of the TCFD: Task Force
on Climate-related Financial Disclosures)
3.1.3.1 Governance
The Ethics, Environment and Sustainable Development The CSR Department leads a committee to monitor and
Committee (EESDC) studies and decides on climate-related manage the Group’s decarbonization objectives, and a
issues and in particular points concerning the implementation committee to monitor and implement TCFD recommendations.
of TCFD recommendations, decarbonization objectives and The Group has also set up training modules for directors so
climate policy. This role was confirmed by its inclusion in the that they can ensure that they have sufficient skills to fulfill
Internal Regulations of the Board of Directors in 2019. their roles. The climate is one of the training topics.
In order to fulfill this mission, the EESDC relies on an annual The CSR Department also makes proposals to the
climate assessment, an analysis of climate-related risks and Appointments, Compensation and Governance Committee on
opportunities, as well as other more specific elements (e.g. the criteria for compensating the Chief Executive Officer in
progress on the adaptation plan). These reports are prepared relation to ENGIE’s main non-financial challenges. The Group’s
by the CSR Department, which also includes a chapter GHG performance is one of these.
dedicated to climate change in its CSR reporting to the EESDC.
3.1.3.2 Strategy
In line with its purpose, contributing to the decarbonation of Moreover, climate change brings new opportunities: it
the economy is at the heart of the Group's strategy. strongly encourages the development of new technologies
It also takes the form of medium- to long-term commitments and solutions, which also are opportunities for the Group,
to a GHG emissions trajectory compatible with the Paris particularly in terms of:
Agreement (SBT certification) (see Section 3.1.4). In order to • strong development of renewable power and gas that is
define its commitments, the Group has studied the resilience more energy efficient (e.g. heating and cooling networks);
of its business model by comparing it to different • more offers of decarbonization support and solutions for
decarbonation scenarios (work undertaken as part of the our customers.
ENGIE adaptation process), and by varying the assumptions
for the development of its activities.
These commitments are already reflected in the Group’s
processes: for example, the allocation of a carbon budget to
the main businesses as well as a revision of the investment
framework memorandum.
3.1.3.3 Risk management

Climate change entails risks for the Group: • Physical risks are inherent in the assets and activities of
• The transition risks to which the Group is exposed mainly the Group that might be exposed to the impacts of climate
result from the strengthening of emissions regulations and change. The collaboration of the CSR Department with the
decarbonization policies, changes in market and consumer Group’s operating entities has made it possible to identify
behavior, and technological developments. the climate indicators that affect our activities (rising
temperatures, floods, droughts, wind, and heat waves). The
The Group has been setting itself greenhouse gas emissions
Group has also forged a partnership with the Pierre Simon
targets since 2012, Since the Paris Climate Agreement was
Laplace Institute to obtain climate change data for the
signed in 2015, the Group has reduced its direct emissions
periods to 2030 and 2050.
by almost 60%. It has set ambitious new goals for 2030 –
certified by SBTi. In addition to risk management, insurance coverage and
short-term continuity plans, a plan to adapt our high-risk
As well as the emissions of its own industrial assets, the
assets for 2030 and 2050 is being drafted.
Group acts throughout its value chain, including suppliers,
work practices, and support for customers as they
decarbonize their footprint.
3.1.3.4 Indicators and targets

ENGIE has a robust panel of KPIs that enable it to measure its The results of the decarbonization targets are shown in
carbon footprint with all the desired level of detail. These Section
indicators allow it to very precisely control changes in its
GHG emissions.

3.1.4 Science Based Targets certification and carbon neutrality

The Science Based Targets (SBT) initiative aims to encourage ENGIE has also developed a method for assessing its
companies to take ambitious climate action by validating the contribution to the avoided emissions of its customers, which
compliance of their forecast chronicles of CO2 eq emissions it plans to share so that the approach can be standardized.
with the commitments of the Paris Agreement. ENGIE is committed to ending its coal activity in 2025 for
Mindful of its environmental responsibility, Engie submitted Europe and in 2027 for the rest of the world for all its coal
at the end of 2019 a request for certification of its CO2 eq assets.
emissions to the +2°C commitments of the Paris Agreement. It This exit from coal is achieved through conversions, disposals
obtained this certification in February 2020. or plant closures. If the closure of a coal-fired power plant is
For this, the Group is engaged on two points: indeed preferable to its disposal from an environmental point
• reduce the carbon intensity of its electricity production of view alone, its implementation faces two limits: ENGIE is
(scopes 1 and 3) by 52% by 2030 compared to 2017; almost never the sole decision-maker in this matter and
closure is often impossible when the coal plant contributes to
• reduce emissions from the use of products sold (scope 3)
the energy security of a State.
by 34% by 2030 compared to 2017.
Finally, when ENGIE decides to sell a coal-fired power plant, it
This certification demonstrates ENGIE’s aim of becoming a
always chooses the purchasing partner taking into account
major player in the energy transition to a carbon neutral
CSR considerations. The proceeds from the sale also enable
world.
the Group to finance the development of renewable
As well as analyzing the potential GHG emissions trajectories capacities that are beneficial to the climate.
resulting from the SBT commitment, ENGIE has launched a
Concerning natural gas, the Group's ambition is to gradually
project dedicated to Carbon Neutrality. This work has
replace fossil gas by green gas through the development of
mobilized many of the Group's entities and has focused on all
biomethane and green hydrogen.
the components of decarbonization, including emissions from
industrial assets, emissions generated by employee activity,
and impacts on the value chain, i.e. on all of the Group’s scope
1, 2 and 3 emissions.

3.2 Business model
3.2 Business model

The acceleration of the energy transition is shifting the sector’s value towards more environmentally-friendly activities and services
that are closer to the end customer. It has also created a need to provide responses tailored to each region, incorporating a good
understanding of local situations and resources. ENGIE is involved in raising awareness of, and co-constructing, the energy transition
with its stakeholders.
The Group’s activities, detailed in Section 1.6 “Description of the Group’s activities”, can be represented as follows:
Renewables (€1.6 billion i.e. 17% EBITDA)
• 10.1 GW • 3.1 GW • 0.3 GW • 17.9 GW (hors pumped
Biogas/Biomass
Hydropower
• No. 1 onshore wind • No. 1 producer in France • No. 1 producer in France storage: 3.3 GW)
producer in France • Activities under PPA • Activities under PPA • No. 1 producer in France
Wind
Solar
• Activities under PPA • Activities under PPA
Infrastructure (€3.9 billion i.e. 42% EBITDA)
• Brands: GRTgaz and Elengy (France), • Brands: Storengy France, • Brands: GRDF (France), Distrigaz (Romania),
gas transmission subsidiaries in Germany, Storengy Deutschland, Storengy UK Engie MaxiGas (Mexico), Turkey, Argentina,
Transmission
Distribution
Mexico, TAG (Brazil, Gralha Azul (Brazil), etc. • Positioning: Leader in underground Thailand
Storage
• Positioning: No. 1 transporter in France gas storage in Europe • No. 1 natural gas distribution
and No. 2 in Europe – through independent • Storage activities regulated in France, network in Europe – through independent
Stockage
subsidiaries, No. 1 terminals operator competitive in the UK and Germany subsidiaries

in France and No. 2 in Europe • Most activities regulated
• Activities: Management of lines
of transmission, electricity and gas
Client Solutions (€1.2 billion i.e. 13% EBITDA)
• Brands: ENGIE Solutions in France, • Brands: ENGIE Solutions in France, • Brands: ENGIE Solutions in France ,
outside France: ENGIE Cofely, ENGIE Axima, outside France: ENGIE Cofely, ENGIE Axima, outside France: ENGIE Cofely, ENGIE Axima,
ENGIE Ineo, ENDEL ENGIE, and TRACTEBEL ENGIE Ineo, ENDEL ENGIE, and TRACTEBEL ENGIE Ineo, ENDEL ENGIE, and TRACTEBEL
• Employees • Employees • Employees
Cities and Communities
• Positioning: • Positioning: • Positioning:

• No. 1 global operator of cooling networks • No. 1 provider of energy efficiency services • No. 1 provider of energy efficiency services
• 350 heating and cooling networks • No. 2 facility provider in Europe • Activities: Smart building management,
Industries
Tertiary
in 20 countries • Leader in solar units for industrial facilities management, digital systems
• No. 4 operator of heating networks (in TWh) and commercial customers and platforms
• No. 2 global provider of EV charging points • Activities: Decentralized energy generation,
• Activities: Management of urban power Adigital systems and platforms
networks, green mobility (NGV, hydrogen),
Smart city: Solutions for cities (1.5 million
public lighting points, video surveillance)
Thermal: (€1.6 billion i.e. 17% EBITDA) Other activities (€1.0 billion i.e. 11% EBITDA)
• 52.5 GW • 4.3 GW • Supply and management

• Brand: ENGIE • 6.2 GW
BtoC customers
• Major presence • Withdrawal of gas assets

• 24 M contracts o/w • No. 1 producer
Natural gas
in the Middle East in progress • Management

11 M in France in Belgium
Nuclear
Energy
supply
(30.1 GW) and development

Coal
• 126 TWh of gas • Activities under PPA

• Activities under PPA of electricity assets
sales and 36 TWh
of electricity sales • Energy supply
• No. 1 French provider • 8 trading platforms
of natural gas • Commercial activities
in more than 50 countries

3.2 Business model
The Group’s four segments of activity (Renewables, Networks, Client Solutions, and Thermal) and Other activities utilize capital or
resources of different kinds and create value according to five areas, as shown below. This presentation covers the International
Integrated Reporting Council (IIRC) principles.
Value creation for ENGIE

RESOURCES BUSINESS MODEL VALUE CREATION
A sustainable energy transition
Renewable power generation capacities,
proportion of renewable energy
Financial capital in the portfolio, waste recycling
equity capital, borrowed capital, etc... rate, rate of reduction of CO2
See Section 6.2 “Consolidated emissions and other pollutants,
financial statements” % of power generation sites
with an environmental plan agreed
with the stakeholders, etc...
Renewables See Section 3.5 “Environmental Information”
Industrial capital
industrial assets, capital expenditure,
expenditure on development
and maintenance, etc... A profitable energy transition
See Section 6.2 “Consolidated Organic growth in revenue and EBITDA,
financial statements” remuneration of shareholders, ROCE, etc...
See Sections 1.2 “Key figures”
Networks and 6.2 “Consolidated financial statements”
Intellectual capital
workforce and expenditure
on R&D and innovation, etc... An energy transition for the future
See Section 1.3 “Innovation and R&D” Investment in innovation and digital,
number of labs created, etc...
See Section 1.5 “Innovation,
Human capital Customers Research & Technologies”
workforce, expenditure Solutions
on staff and training etc...
See Section 3.4 “Social Information” An energy transition for all
recurring amount of taxes paid,
amount of local purchasing,
Societal Capital % of SMEs among suppliers,
stakeholders mobilized internally number of customers benefiting
and externally, etc... Thermal from subsidized tariffs, number
See Section 3.6 “Societal Information” of beneficiaries with access to energy
See Sections 3.6 “Societal Information”
and 3.7 “Purchasing,
subcontracting and suppliers”
Natural Capital
volumes of and expenditure on purchasing
raw materials, other supplies, An energy transition that brings together
expenditure relating to environmental Other activities compensation policy, percentage
preservation, etc... of employee shareholding,
See Sections 3.5 “Environmental Information” level of employee engagement, accident
and 3.7 “Purchasing, subcontracting frequency rate, % of industrial
and suppliers” sites that have established
a system for stakeholder dialogue
See Sections 3.4 “Social nformation”
and 3.6 “Societal Information”
ENGIE aims to create a group (code name BRIGHT) on July 1st, 2021, leader in multi-technical installation and maintenance
services. This entity will develop its skills mainly in the fields of electrical, climatic and energy engineering, as well as in the
fields of telecommunications, video and digital, for industrial, tertiary and local authority customers.

3.3 Analysis of main CSR risks and challenges

In order to identify the main CSR risks, ENGIE relied on the • the major issues that make a significant contribution to this
most recent version (2020) of its matrix of challenges, called value creation;
materiality matrix, which was created to gain a better • and the decisive issues that make an essential contribution
understanding of the expectations and priorities of its to it, six of which constitute the Group’s strategic priorities.
stakeholders and its management and to target its strategy
The challenges are positioned on the matrix:
and actions more effectively.
• according to their importance for stakeholders (vertical
This results in 20 challenges, divided into four categories,
axis);
namely: four fundamental, seven material, two major, and
seven decisive. • according to the impact in terms of value creation for
ENGIE (horizontal axis).
The fundamental challenges are long-lasting issues that form
the founding basis for the responsible conduct of the Group's The method used to construct the matrix can be found on the
industrial and commercial activities. Therefore, they were not Group’s website (Corporate Social Responsibility area).
ranked or compared with other challenges. The other
challenges were assessed and classified according to three
categories of increasing materiality:
• the material challenges that create value for the Group;
Fundamental issues 3
Diversity & inclusion in the workplace Occupational health & safety 2
Business ethics & conformity Security and resilience of installations 1
Material Major Decisive 1 2 3

issues issues issues
Low carbon
transformation
Energy efficiency Sustainable

and sufficiency growth
Leadership &
Importance for stakeholders
Renewable electricity
gouvernance responsables
generation
Sustainable finance
Green gases
Centralised and decentralised

energy infrastructures
Impact and development of

Dialogue with Agility & communities & stakeholders
our customers Innovation
Digital
Skill & Employee
engagement
Sustainable supply chain Preservation of biodiversity,
(goods, services, energy) water and the environment
Circular economy
Value creation for ENGIE
Levers of value creation Strategic Priorities Structural bases for activities

The definitions of the 2020 challenges are provided in the following tables:
Challenge 2020 definitions

1. Responsible leadership Ensure exemplary and transparent leadership and governance, adapted to the strategic
& governance challenges; ensure transparency and integrity of information through reliable
communication, effective management of potential controversies and ENGIE's brand
image; ensure the clarity of the Group's objectives; ensure that the Group's actions are
consistent with its purpose.
2. Digital Put our digital expertise at the service of the energy transition by offering our customers
innovative and differentiating solutions and services; leverage these technologies to
improve the Group's operational efficiency and to strengthen cohesion between our
employees through new collaborative tools.
3. Sustainable growth Ensure the resilience of the Group's business model as well as the growth of financial
results over the long term; guarantee value sharing with all stakeholders (incentive-based
compensation for senior management and all employees; ensure shareholder
attractiveness and loyalty); limit the risk of stranded assets; ensure stability in terms of
financial and CSR ratings.
4. Security and resilience Ensure the operating safety of facilities and business continuity by guaranteeing: the
of installations security and surveillance of the Group's sensitive sites (nuclear and industrial), the
resilience and adaptation of facilities to climatic risks, the cybersecurity of industrial
systems, the confidentiality and protection of the personal data of our employees and
clients; ensure the dismantling of nuclear sites under the required security conditions.
5. Employees' skills Encourage employees to take ownership of ENGIE's purpose, strategy and values by
and commitment making them actors in their deployment; strengthen the relationship of trust between
management and employees; explore and develop new ways of working adapted to
employees’ needs; ensure quality social dialogue within the Group; to capitalize on
employees' skills and support them in their professional development; attract and
develop talent; strengthen intrapreneurship in our practices.
6. Occupational health & safety Guarantee safety and optimal working conditions for our employees, contractors and
subcontractors in all geographic areas where the Group operates.
7. Diversity & inclusion Promote equal opportunities and make equal treatment a reality; ensure non-
in the workplace discrimination with respect to both our employees and our candidates; promote diversity
of profiles and experience at all levels of the company.
8. Circular economy Encourage circularity throughout the value chain by guaranteeing the recycling, reuse
and recovery of resources in operations; control the consumption of resources
(responsible consumption); ensure efficient use of raw materials.
9. Preservation of biodiversity, Prevent and control the impact of the Group's operations on biodiversity, water and the
water & the environment environment (noise pollution, soil pollution, water and air pollution); be a player and
driving force in environmental protection and contribute to the restoration of natural
habitats through targeted and concrete commitments.
10. Low-carbon transformation Acting positively for the environment and the climate by ensuring a clear and ambitious
shift towards low-carbon activities, by withdrawing from carbon activities, by developing
offers aimed at reducing the carbon footprint of the Group's customers, by controlling
the carbon footprint of our supply chains and our working practices (ways of working).
11. Renewable electricity Strengthen our investment in a competitive and sustainable portfolio of renewable
generation energy power generation activities and ensure their local acceptability; anticipate new
renewable energy sources and be a player in their deployment.
12. Green gases Sustainably develop the entire green gas value chain (biomethane, hydrogen); raise
awareness among our clients and stakeholders of the role of green gases as levers for
resilience and performance in the energy transition.
13. Centralized and decentralized Pursue the development of gas and electricity energy infrastructures as well as
energy infrastructures decentralized infrastructures (heating and cooling networks, networks of charging
stations for electric vehicles, urban public lighting networks, etc.); take advantage of new
technologies for the intelligent and connected management of networks and
infrastructures.

Challenge 2020 definitions

14. Agility & innovation Change the corporate culture towards greater agility and openness to innovation;
strengthen our ability to evolve (adaptation of business models and group organization,
transformation of working methods, development of intrapreneurship, etc.) in the face of
changes in the Group's environment (expectations, uses, etc.).
15. Dialogue with our customers Engage in a strategic dialogue with our current and historical clients in order to best
support them in their low-carbon transformation; make all our clients aware of our
values and commitments; develop a quality partnership relationship and adapt to the
specificities of our geographical locations; commit to long-term performance (energy,
carbon, etc.) with our clients.
16. Business ethics & conformity Ensure responsible business conduct through robust and transparent ethical practices in
operational activities (e.g. anti-corruption, taxation).
17. Impact & development of Work for the respect of human rights throughout our value chain ; maintain a continuous
communities and stakeholders and quality dialogue with stakeholders ; develop new partnership dynamics; contribute
positively to territorial development, while respecting local communities and taking into
account changing needs ; contribute to a fair and efficient energy transition ; encourage a
more inclusive and equitable economy.
18. Sustainable finance Work towards sustainable finance through: promoting responsible financial instruments
(green bonds, etc.), integrating ESG issues into the investment process in order to
encourage the development of sustainable activities; demonstrate the alignment of
ENGIE's actions with the growing expectations of investors and CSR rating agencies;
anticipating and adapting to regulatory changes in this area.
19. Sustainable supply chain Promote ENGIE's CSR practices throughout its supply chains; foster quality dialogue with
(goods, services, energy) its suppliers; forge strategic partnerships for sustainable development; control the social
and environmental risks related to the activity and geographic location of suppliers of
goods, services and energy; favor a diversified panel of suppliers in order to guarantee
business continuity.
20. Energy efficiency Support an individual and collective approach to technical changes, uses, practices and
& sufficiency organizational methods aimed at reducing energy consumption; at all levels of the Group:
daily work practices, operations, supply chain and at our clients' sites through our offers
as well as at the level of our infrastructures.
These 20 challenges generate CSR risks and opportunities. and ranked. They are specific to ENGIE’s activities and could
These CSR risks are classified in accordance with the have a financial impact in the short or medium term in the
regulations into the following categories: context of investment decisions concerning ENGIE. They are
• environmental; classified as net because they are presumed to be material
even after the measures taken by the Group to manage them
• societal;
have been taken into account.
• social;
The risks included in this Section are CSR-related, not
• and governance.
necessarily specific to ENGIE’s activities, and may have a
The main United Nations Sustainable Development Goals medium- or long-term impact. These are gross risks because
(SDGs) that could be impacted by these risks are also they do not take account of the management measures
indicated. implemented by ENGIE.
The risk analysis included in Chapter 2 “Risk factors” is These different approaches explain the differences between
different from the analysis of these CSR risks. In Chapter 2, the list of risks presented in Chapter 2 and those presented in
risks referred to as ”net specific material risks” are assessed this Section.

ENVIRONMENTAL RISKS
Challenge 2: Digital
Challenge 8: Circular economy
Challenge 9: Preservation of biodiversity, water and the environment
Challenge 10: Low-carbon transformation
Challenge 11: Renewable electricity generation
Challenge 12: Green gases
Challenge 13: Centralized and decentralized energy infrastructures
Challenge 20: Energy efficiency and sufficiency
Associated CSR risks Associated opportunities Associated SDGs

A Industrial safety: corresponds to the risk of harm to Sales of services: digitization,
the integrity of persons or property due to the Group’s robotization, security and monitoring
operational activities. of sensitive sites, help with adapting
customer facilities to climate change,
B Nuclear safety: corresponds to specific risks in the event
and help with the decarbonization
of accidents that might result in radioactive releases
of customer portfolios
from the Group’s nuclear plants.
C Cyber attack on industrial systems: corresponds to
the risk of an attack on industrial command systems.
D Malicious damage to tangible and intangible assets:
corresponds to malicious acts affecting the Group’s
industrial or tertiary sites and facilities, which make up
its tangible assets, as well as those affecting information,
which is part of the Group’s intangible assets, whether
conveyed on computerized or physical media or even
verbally.
E Contribution to climate change Service sales: reducing the carbon

footprint of industrial sites,
F Impact of climate change
environment management plans
G Biodiversity Program to restore flora and fauna
H Water stress Mobilization of stakeholders:
I Waste management customers, employees, regions
and NGOs
J Atmospheric pollution
K Pollution of the surrounding environment
SOCIETAL RISKS
Challenge 3: Sustainable growth
Challenge 15: Dialogue with our customers
Challenge 17: Impact and development of communities and stakeholders
Challenge 18: Sustainable finance
Challenge 19: Sustainable supply chain

L Societal acceptance: the Group's activities involve Co-construction of offers with
the holding of various permits and authorizations, stakeholders
the obtaining or renewal of which with the competent Continuation of industrial activities
regulatory authorities may involve long and costly
Development of the access to energy
procedures. The Group may face opposition from the
offer in unserved regions
local population or associations during the installation
or operation of certain equipment. Tackling fuel poverty with adapted
offers
M Management of major projects: particularly including non-
compliance with costs and construction deadlines and the Group’s societal role beneficial to its
operational performance of large-scale industrial projects. internal and external reputation
N Reputation: inability of the company to establish and

maintain the trust of stakeholders and to obtain the
benefits associated with this, inability to maintain the
values a nd social standards of the company, including
with its suppliers or subcontractors, inability of the
company and the project to build and protect its brand
image, and inability of projects aimed at improving
access to energy to reach their targets.

SOCIAL AND GOVERNANCE RISKS

Challenge 1: Responsible leadership and governance
Challenge 5: Employees' skills and commitment
Challenge 14: Agility and innovation

O Skills: i.e. a shortage of qualified people, unavailability Adapting to changes in occupational
of resources that are flexible according to needs, the loss sectors
of key knowledge in the event of departure due to lack Appeal of the Group to young people
of succession plans or due to more attractive conditions aware of carbon neutrality
in the same geographical area.
Digitization improving work
P Employee commitment: in the context of the Group's efficiency
transformation, the lack of engagement could result
in social movements.
Challenge 7: Diversity & inclusion in the workplace

Q Diversity: the non-representativity of the working Group’s societal role beneficial to
population with respect to the society in which its internal and external reputation
the Group operates. Inclusivity of the company
R Inequality: discriminatory treatment of employees Reflection of society
or job applicants. Attractiveness of the Group
Challenge 6: Occupational health & safety

S Health and safety at work for employees, contractors Improvement of operational
and subcontractors. performance
T Safe travel Occupational well-being
Employee motivation
RISQUES DE GOUVERNANCE
Challenge 1: Responsible leadership and governance
Challenge 16: Business ethics & conformity
Associated risks Associated opportunities Associated SDGs

U Corruption: the risk of criminal wrongdoing by which Group setting an example
a person solicits or accepts a benefit with a view to as a good citizen
carrying out an act within the scope of his or her duties. Employee motivation
V Tax: the risk of non-compliance with tax regulations,
reporting obligations and their development.
Challenge 17: Impact and development of communities and stakeholders
Associated risks Associated opportunities Associated SDGs

W Human rights violations Group’s societal role beneficial to
its internal and external reputation
In accordance with the regulations, these risks are analyzed, Furthermore, pursuant to the French Act of March 27, 2017,
on the following pages, by means of: ENGIE has drawn up a vigilance plan to monitor risks
• a summary of the policies or action plans implemented to associated with human rights in the broadest sense, including
limit them; aspects related to health and safety, responsible purchasing
and the environment. This vigilance plan covers all of ENGIE’s
• indicators established to monitor them, sometimes with
activities and its controlled subsidiaries world-wide, as well
targets set;
as those of its main suppliers. The vigilance plan is described
• and the results of these indicators over three years (2018, in Section 3.9 “Vigilance plan (synthesis)”.
2019 and 2020).

3.3.1 Main environmental risks

Policies or action plans established Steering resources or KPIs,
to cover or remedy risks more objectives 2020 results 2019 results 2018 results
Risk A: Industrial safety (see Section 2.2.5.1)
ENGIE’s health and safety policy incorporating Monitoring of incidents and No No No
industrial safety accidents related to industrial significant significant significant
Industrial safety policies specific to the safety at subsidiary level incident at incident at incident at
different activities conducted by Group Assessment of the level of risk industrial industrial industrial
subsidiaries control achieved through facilities facilities facilities
Action plans implemented by the subsidiaries dedicated internal control
that integrate feedback as part of a standards (IND 2 & 3)
continuous improvement approach
Risk B: Nuclear safety (see Section 2.2.5.4)
Nuclear Safety and Radiation Protection Monitoring of significant incidents No No No
Policy significant significant significant
Independent supervision of nuclear safety incident incident incident
2016-2020 Global Nuclear Safety Plan
Minimum requirements for systems
of management of nuclear actors
Risk C: Cyber attack on industrial control systems (see Section 2.2.6.1)
The Group policy review on Security Monitoring of the security rate Maintaining Maintaining All critical
of Industrial Control Systems of priority sites to be secured the security the security and sensitive
Technical security standard assessement (critical and sensitive sites) of existing of existing sites were
Assessment of the level of risk sites and sites and secured at
Qualitative assessment of the maturity level
control achieved through securing new securing new the end of
of the cybersecurity culture on the entities
dedicated internal control sites in sites in 2018
standards (IND 4) accordance accordance
with with
objectives objectives
Risk D: Malicious damage to assets (see Section 2.2.6.4)
Group policy to protect individuals and Monitoring of threats to the No No No
tangible and intangible assets Group, particularly from terrorists significant significant significant
Prevention and protection measures Monitoring of damage to assets damage to damage to damage to
implemented on the basis of the criticality assets assets assets
of the geographic location
Group Information Security Committee
Risk E: Contribution to climate change (see Section 2.2.2)
The Group’s environmental policy, which 2020 targets:
specifies:
• Percentage reduction of the CO2 -52.0% -43.7% -28.7%
• the environmental challenges faced emissions ratio from energy
by the Group, including climate change; production of 20% compared
• the resources used by the Group to meet with 2012
these challenges and improve its • 25% of power capacity from 31.2% 27.8% 23.7%
performance; renewables (counted at 100%,
• the governance elements that contribute regardless of the rate of
to the implementation of the Group’s detention)
environmental policy. 2030 targets:
• 43 Mt of GHG emissions 68 75 86
(scopes 1 and 3) from energy
production, in line with the SBT
commitments
• 52 Mt of GHG emissions from 62 61 62
use of sold product, in line with
the SBT commitments
• 0 Mt of GHG emissions 0.49 0.7 na
from its working practices
(after offsetting)
• 58% of power capacity 27.8% 27.8% 23.7%
from renewables


to cover or remedy risks more objectives 2020 results 2019 results 2018 results
Risk F: Impact of climate change (see Section 2.2.2)
The Group’s environmental policy 2020 target:
100% of its target sites 100% 86% 75%
(i.e. presenting a risk to the
environment according to a multi-
criteria approach integrating
biodiversity, water, waste and
air pollution) with an integrated
environmental management plan,
drawn up in collaboration with
their stakeholders, and include
adaptation of the Group’s
facilities to respond to climate
change
Risk G: Biodiversity
The Group’s biodiversity policy which aims to: 2020 target:
• avoid the direct or indirect impacts of 100% of the priority sites 100% 94% 94%
its activities and those of its value chain (i.e. those likely to affect
on biodiversity; biodiversity due to their
• failing this to reduce them; proximity to a protected natural
area) with an action plan to
• or even to offset them as a last resort. respond to the challenges
of preserving biodiversity
2030 target:
100% of industrial activities with 0% Not commu- Not commu-
ecological site management plans nicated nicated
Risk H: Water stress
The Group’s water policy, which focuses in 2020 targets:
particular on the management of water used 15% reduction in the level of -46.2% -36.4% -39%
in energy generation and wastewater freshwater withdrawals per MWh
treatment processes of energy generation compared
with 2012
100% of the sites in areas of high 100% 63% 58%
water stress with local action
plans in collaboration with
stakeholders
2030 target:
35% reduction in the water -19% 0% na
consumption of industrial
activities compared with 2019
Risk I: Waste management
The Group’s circular economy policy, which % of non-hazardous waste 76% 76% 85%
aims to ensure that each site or activity recovered
works on the recovery and/or recycling
% of hazardous waste recovered 31% 31% 28%
of its waste
Risks J and K: Air pollution and pollution of the surrounding environment
The Group’s environmental policy NOx 47,538 t 50,408 t 60,412 t
SO2 119,584 t 129,026 t 118,291 t
Fine particles 4,406 t 4,544 t 4,873 t

3.3.2 Main societal risks

Policies or action plans established to cover Steering resources or KPIs,
or remedy risks more objectives 2020 results 2019 results 2018 results
Risk L: Societal acceptance
The Group’s societal policy, which specifies: 2020 target:
• the Group’s societal challenges; 100% of industrial activities 100% 74% 53%
• the resources it uses to meet these covered by an appropriate
challenges; mechanism for dialogue and
consultation with stakeholders
• the governance elements that contribute
to implementation of the policy. 2030 target:
100% of its activities, projects 21% 10% na
and sites that are being
decommissioned with an
environmental plan in
consultation with stakeholders
Annual monitoring of BUs or 6 9 6
entities trained in the stakeholder
engagement tool, which is a self-
assessment framework based on
standard AA1000 – Stakeholder
management, produced by the
Accountability NGO
Risk M: Management of major projects (see Section 2.2.6.2)
Investment procedure for projects passing Risks analysis No indicator
through the Group Commitments Committee 12 CSR criteria matrix
which provides for a risk analysis and a
self-assessment matrix of 12 CSR criteria
based on information from the EIA
(Environmental Impact Assessment) and
ESIA (Environmental Social Impact
Assessment)
Risk N: Reputation
Protection of the brand 2020 target:
85% BtoC customer 76% (*) 72% (*) 81%
satisfaction level
(*): change in methodology
in 2019, with a questionnaire
administered by email and
no longer by phone leading
to a reduction in satisfaction
of 12 points)
2030 target:
100% of offers proposing an 51% na na
alternative option contributing
to decarbonization
Environmental policy Number of environmental 6 complaints 10 complaints 24 complaints
complaints and convictions and and and
2 convictions 1 conviction no conviction
Ethics Charter Ethical malfunctions monitored 283 282 incidents, 218 incidents,
Code of conduct for business relations using the INFORM’ethics reporting incidents, proven or proven or
tool proven or non-proven non-proven
Code of conduct for relations with suppliers
non-proven
Group Purchasing Policy that sets out the 2020 target:
obligations and commitments applicable to 100% of the entities with a 100% 86% 84%
ENGIE in terms of its relations with system in place for responsible
suppliers supply chain management
2030 targets:
100% of preferred suppliers 15% Not commu- Not commu-
(excluding energy purchasing) SBT nicated nicated
certified or aligned
Ratio of 100 on responsible 18 Not commu- Not commu-
purchasing (excluding energy): nicated nicated
CSR assessment, payment terms,
and inclusive purchasing


or remedy risks more objectives 2020 results 2019 results 2018 results
Promotion of access to energy for 2020 target:
populations living far away from networks, 20 million recipients at the base 11.5 M 8.9 M 3.7 M
including in Africa, and through the social of the pyramid with access to
impact fund, Rassembleurs d’Énergies sustainable energy (including the
Rassembleurs d’Énergies fund)
2030 target:
30 million recipients with access 6 M 4 M 0 M
to affordable, reliable, and clean
energy from 2018 (excluding the
Rassembleurs d’Énergies fund)
Vigilance Plan (synthesis) (see Section 3.9)
3.3.3 Main social risks

or remedy risks objectives 2020 results 2019 results 2018 results
Risk O: Skills
The Group’s mobility development policy, 2020 target:
which is based around: 66% of employees trained during 70.1% 69.2% 66.1%
• ENGIE Skills, which is aimed at developing the year
skills early to prepare for the future; 2030 target:
• ENGIE Mobility, which fosters internal 100% of employees trained during 70.1% 69.2% 66.1%
mobility; the year
• and is supported by ENGIE University.
Monitoring of number of hires 29,481 37,182 29,754
(permanent and fixed-term)
Monitoring of voluntary turnover 5.4% 7.1% 5.8%
rate
The Group’s innovation policy, which is based R&D budget €190 M €189 M €182 M
on:
• the ENGIE Fab entity to implement new
businesses;
• the ENGIE New Ventures investment fund
to support start-ups.
The Group’s research & technology policy that
relies on the ENGIE Research entity, which
brings together several Labs and centers
of expertise and engineering
Risk P: Commitment
The Leadership Way, which defines four key 2020 target:
behaviors: caring – demanding – open – bold. 80% employee engagement rate 83% 80% 79%
These behaviors enable us to meet five through the worldwide annual
objectives: Prepare the future – Cultivate and “ENGIE&Me” survey
give responsibility – Act and challenge the
status quo – Deliver results – Adopt inspiring
behavior on a daily basis.
Privileged forums for consultation between These bodies monitor and sign No new No new Professional
management and employee representatives: Group collective bargaining agreement agreement equality
The European Works Council and the French agreements agreement
Group Works Council (Europe)


Risk Q: Diversity
Group diversity policy 2020 targets:
Diversity label 25% of the workforce are women 21.5% 20.9% 21.1%
25% of international senior 25% 25.5% 24%
managers are neither French nor
Belgian, calculated within the
scope of the Group Managed
Roles (GMR)
33% of senior managers 25.4% 28% 24%
appointed are women, calculated
within the scope of the Group
Managed Roles (GMR)
2030 target:
50% of managers are women 24.1% 23.5% 23.3%
Employment of young people 2030 target:
10% of European workforce 4.3% 3.9% Not commu-
are apprentices nicated
Risk R: Inequality
Professional equality policy 2030 target:
Equity ratio of women to men
of 100
France 87 72 Not commu-
nicated
Rest of world 80 72 Not commu-
nicated
Risk S: Health and safety at work
Global agreement on health and safety 2020 target:
at work that states the goals and strategies Frequency rate of lost-time 3.0 for a 3.7 for a 3.4 for a
of the health and safety policy employee accidents of less than 2020 target 2019 target 2018 target
3.4 by 2020. This target was of 3.4 of 3.9 of 3.5
revised in 2019 to take account
of the structural change in
activities
2030 target:
Total lost time injury frequency 2.7 for a 3.3
rate for employees and 2020 target
subcontractors on sites with of 3.3
controlled access ≤ 2.9
Health and safety policy that sets out the Managerial safety inspections
fundamental principles that have to be met Identification of potentially
for all the ENGIE entities, in order to respect serious situations and events
the integrity of people and assets
2020 targets:
It constitutes, for every person, a reference
point to ensure that health and safety are 100% of Group entities with 97% 92% 92%
incorporated within all the actions of the a process that ensures training
Group in the “life-saving rules” for
subcontractors
100% of Group entities with 99% 95% 93%
a process that ensures the
identification and management
of events with high potential
of severity
2030 target:
Health and safety prevention rate 0.59 0.42 Not commu-
≥ 0.75 nicated
European agreement on the improvement Annual health and safety reviews
of working conditions conducted with each BU
2016-2020 Health and safety action plan Monitoring of health and safety
“No Life at Risk” program of specific actions results by the Executive
designed to strengthen the health and safety Committee, the EESDC and the
culture Board of Directors
Utilization by the BUs of a
internal control questionnaire
on health, safety and security


Annual communication campaign Communi- Communi- Shared
Feedback shared among the BUs cation cation vigilance
and subsidiaries campaigns campaign to “United
focused carry out a together for
on the risk analysis everyone’s
prevention of on the safety”
the Covid-19 ground,
risk and on immediately
maintaining before
vigilance in starting the
terms of activity
health and
safety
Risk T: Safe travel
Safety rules for international trips Reinforcement of event-detection No significant No significant No significant
Employee access to the ISOS international mechanisms event event event
medical and health portal “Travel Tracker” tool to monitor
Employee access to the analyses and reports individuals traveling in high-risk
of the Control Risks Group site on country areas
risks and to e-learning on personal security Alert system for office-based
when traveling abroad personnel which supplementing
the alert system for international
personnel mobility
3.3.4 Main governance risks

to cover or remedy risks objectives 2020 results 2019 results 2018 results
Risk U: Corruption
Anti-corruption policy based on: System for whistleblowing 283 proven 282 incidents 218 incidents
• the Ethics Charter; and reporting ethics incidents or unproven (proven or (proven or
Control process incidents unproven) unproven)
• the Practical Guide to Ethics; reported in declared in declared in
Annual compliance procedure
• the integrity reference system; My Ethics INFORM’ethics INFORM’ethics
by means of a specific
• the Ethics Compliance reference system; Incident, including 9
reporting system
including 20 cases of
• specific policies: Third party assessments, INCOME COR 4 internal cases of alleged
business consultants, gifts, invitations, control program alleged corruption
conflicts of interest, lobbying in particular corruption
Internal audits and external
and supplier relations;
audits including the
• ethics and CSR clause in the general terms ISO 37001 certification audit
of sales. (certification received in 2018
and renewed in 2019)
Annual publication of the
communication on the
progress of UN Global
Compact Principle 10
Alert system: 201 incidents 183 incidents Not
[email protected] including 20 including 17 communi-
concerning concerning cated
business business
ethics cases ethics cases
The Group is committed to 86% 91% of 91% of
training its senior managers, of GMR senior senior
expanding its commitment for managers managers
2019 to Group managed roles and 86% of
(GMRs) and anti-corruption executive
in 2025 managers
2030 target:
100% of employees most 21% 25%
exposed to corruption risk
trained

3.4 Social information

to cover or remedy risks objectives 2020 results 2019 results 2018 results
Risk V: Tax
Tax policy that sets out the rules and Tax reporting by country See website See website See website
principles for the payment of taxes in the Adherence to the principles
countries in which the Group operates of the United Nations BTeam
initiative
Risk W: Human rights violations
Human Rights referential and policy Checklist on the risk of 283 incidents 282 incidents 218 incidents
Vigilance Plan violating human rights in My Ethics (proven or (proven or
(annual risk review, see Incident non-proven) non-proven)
Ethics due diligence policy (suppliers,
Sections 2.2.7 and 3.8.2) (alleged or declared in declared in
subcontractors, and commercial partners)
Annual ethics compliance unsubstan- INFORM’ethics, INFORM’ethics,
report (quantitative and tiated), including 34% of
qualitative indicators, including no case which
see Section 3.8.6) 6 allegations concerning involve
relating human rights social
System for whistleblowing
to human responsibility
and reporting ethics incidents
rights and and human
Monitoring of the Group environmental rights,
Vigilance Plan (see law including HR
Section 3.9.3) (excluding practices
allegations
relating to
sexual
harassment
and moral
harassment)

ENGIE’s Human Resources (HR) strategy supports and The health and economic crisis that has been going on since
contributes to the Group’s strategy to meet the challenges of March 2020 is unprecedented. It has affected people both
today and anticipate those of tomorrow. Listening to its collectively and individually. Its impact is global and has
stakeholders, the HR function constantly reconciles economic required the rethinking of models and operations. From the
performance, human progress and contributions to society. It start, the HR department has been a strategic player in crisis
is a necessary and complex responsibility which calls for a management. It has played a central role in the definition,
strong and agile HR function, . capable of transforming itself application and roll-out of health rules. It has had to adapt
to provide concrete and innovative responses to the multiple working methods and implement measures to support
challenges that ENGIE has to meet. Passionately committed to employees and preserve jobs. It recognized the extent of the
the success of the business project, HR pursues three social crisis very early on, accelerating the roll-out of the
strategic objectives: developing skills within the Group, ENGIE Care worldwide social protection program.
developing leadership and building ENGIE’s culture. The HR transformation project created a global, united and
ENGIE sees women and men as the main driver of its interconnected HR community. Throughout the crisis, this
performance. The Group must be able to rely at all times on community has been sharing and adapting the practices put in
skills tailored to its changing needs. Accordingly, the HR place within its regions to ensure the safety, health and well-
function plays a major role: being of employees and to maintain their commitment.
• anticipating and identifying the needs of the BUs and Ongoing consultation with union representatives has
businesses as well as emerging trends; strengthened internal cohesion and enhanced performance
during this period. More generally, the crisis has tested its
• developing and adapting skills to our new solutions and
great capacity for resilience. The Group has maintained its
business challenges;
social commitments without compromising its objectives: 50%
• strengthening the Group’s ability to attract, recruit and female managers by 2030, professional and pay equity
retain the talents of today for tomorrow in an increasingly between women and men, professional integration with a
competitive market. target of 10% of staff consisting of students on work-study
programs in 2021 in France and in 2030 in Europe, and 100%
of staff trained each year by 2030.

3.4.1 Social data
3.4.1.1 Workforce
ENGIE was present in around 60 countries in 2020, with 172,703 employees. The workforce increased by 1,600 employees, or around
1%, compared with 2019. This change was due to business expansion and the acquisition and integration of new companies within
the Group in connection with the development strategy.
2020 2019
United France France Middle
States excluding infra- East,
and Infra- structures Rest of Latin Asia &
GRI 102-7 /405-1 Canada structures and others Europe America Africa Others Group % Group
Managers □□ 1,439 14,801 4,666 10,338 2,066 2,064 9,906 45,280 26.2% 42,963
Men 1,078 11,485 3,129 8,513 1,604 1,629 6,923 34,361 75.9% 32,856
Women 361 3,316 1,537 1,825 462 435 2,983 10,919 24.1% 10,106
Non-managers □□ 1,847 44,697 12,773 44,391 10,700 8,178 4,837 127,423 73.8% 128,141
Men 1,422 38,102 9,495 34,256 9,022 6,793 2,191 101,281 79.5% 102,527
Women 425 6,595 3,278 10,135 1,678 1,385 2,646 26,142 20.5% 25,614
TOTAL □□ 3,286 59,498 17,439 54,729 12,766 10,242 14,743 172,703 100% 171,103
Men 2,500 49,587 12,624 42,769 10,626 8,422 9,114 135,642 78.5% 135,383
Women 786 9,911 4,815 11,960 2,140 1,820 5,629 37,061 21.5% 35,720
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 100%
As of December 31, 2020, the workforce comprises 45,280 managerial staff, i.e. 26.2%, and 127,423 non-managerial staff, i.e.
73.8%. The proportion of managerial staff increased slightly, from 25% to 26.2%. The proportion of women in the workforce
increased from 20.8% in 2019 to 21.5% and represented 24.1% of managers (see Section 3.4.4.1).
3.4.1.2 Contract types and trends

At the end of December 2020, 156,140 employees were on 2019), ENGIE favors the inclusion of young people. Work-
permanent contracts, making up 90.4% of the workforce. study programs combine practice with the teaching provided
10,602 employees were on fixed-term contracts, mainly in at their training centers. They are also an important source of
the Latin America, Asia Pacific and China BUs. Furthermore, recruitment (see Section 3.4.2.1.3).
with 5,961 young people on work-study programs (5,523 in
2020 2019
GRI 102-8 Canada structures and others Europe America Africa Others Group Group
Permanent □□ 96.5% 91.5% 93.6% 94.3% 70.6% 81.1% 90.0% 90.4% 90.3%
Fixed-term □□ 3.3% 2.4% 0.2% 4.6% 29.3% 17.8% 6.6% 6.1% 6.5%
Work-study contracts □□ 0.2% 6.2% 6.2% 1.1% 0.1% 1.1% 3.4% 3.5% 3.2%
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 100%
3.4.1.3 Workforce by age bracket

The average age of employees on permanent contracts is 42.8, unchanged compared with 2019.
2020 2019
< 25 yrs old 3.3% 4.0% 2.6% 3.1% 5.3% 3.1% 2.3% 3.4% 3.7%
25-34 yrs old 20.9% 23.5% 25.3% 17.2% 33.3% 34.4% 26.5% 23.0% 23.4%
35-44 yrs old 25.2% 29.3% 31.3% 25.3% 32.1% 34.0% 33.0% 28.8% 28.6%
45-54 yrs old 26.1% 27.3% 28.2% 30.4% 19.8% 20.4% 24.2% 27.3% 27.4%
> 55 yrs old 24.5% 15.9% 12.6% 24.0% 9.6% 8.1% 14.0% 17.5% 16.7%
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 100%

3.4.1.4 Hiring
Nearly 29,500 employees were hired. They are suited to our term contracts (12,802 in 2019). Internationally, 18,088 hires
future skills requirements and will support the transformation. took place in 2020, compared with 24,380 in 2019, down
70% of them relate to occupations in the technical, engineering 6,292 or 26%. The impact of the health crisis resulted in a 21%
and business development areas. The profile of these hires is drop in hires, particularly in those occupations hit hardest in
shifting towards increased expertise, particularly in the digital the first half of the year in Latin America, the United Kingdom
occupations. These hires reflect different situations in terms of and France. 21.5% of hires were women. In addition to these
activities and countries. 11,393 hires took place in France, hires, 6,494 employees benefited from the internal mobility
including 6,420 on permanent contracts and 4,973 on fixed- selection procedures (7,914 in 2019).
2020 2019
Permanent hires 620 5,526 815 5,041 1,552 1,227 1,759 16,540 20,388
Women 130 871 279 1,165 298 249 619 3,611 4,477
Men 490 4,655 536 3,876 1,254 978 1,140 12,929 15,911
Fixed-term hires* 86 4,161 775 2,076 4,143 521 1,179 12,941 16,794
Women 23 982 292 498 358 132 438 2,723 3,296
Men 63 3,179 483 1,578 3,785 389 741 10,218 13,498
TOTAL 706 9,687 1,590 7,117 5,695 1,748 2,938 29,481 37,182
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 100%
* Including work-study students
3.4.1.5 Departures
The Group registered a 9.3% decrease in departures in 2020: Latin America 10.1% compared with 19.4%, United Kingdom
19,537, compared with 21,545 in 2019. The specific context 8.1% compared with 12.4%, and United States 8.3% compared
of the health crisis resulted in a decrease in resignations with 9.3%. On the other hand, the health crisis caused a
worldwide. The decrease was limited in France: 3.6%, sudden shutdown of projects, with the early departures of
compared with 4% in 2019. Internationally, countries with employees recorded as redundancies, explaining the increase
historically high levels of resignations registered sharp drops: in some areas: the United Kingdom, Latin America, and India.
2020 2019
Departures 638 4,922 627 5,523 4,351 2,294 1,182 19,537 21,545
Retirements 22 809 404 774 53 86 100 2,248 2,196
Resignations 288 2,698 180 2,864 1,320 1,385 709 9,444 12,120
Dismissals 326 841 23 1,329 2,802 598 247 6,166 5,691
Contractual terminations 2 574 20 556 175 225 126 1,677 1,537
Levels of resignations 8.3% 4.6% 1.0% 5.2% 10.1% 12.7% 5.0% 5.4% 7.1%
TURNOVER* 17.8% 7.0% 1.3% 8.6% 32.8% 20.2% 7.6% 10.0% 11.3%
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 100%
* Excluding retirements
3.4.2 Attraction, hiring and retention of talent
3.4.2.1 Hiring and the employer brand
3.4.2.1.1 Hiring talent professionalization of its HR teams and cultivated its agility.
The Group has developed strategic partnerships with
Faced with a highly competitive job market, changing
LinkedIn, Indeed, and Glassdoor. This is how the HR sector
occupations, and constantly evolving candidate expectations,
identifies, supports and develops the profiles, skills and
the talent recruitment strategy is aligned with ENGIE’s
resources to enable the Group to anticipate and respond to
purpose and the transition to a carbon-neutral economy. This
the challenges of today and tomorrow. ENGIE has therefore
strategy stands out because it favors an approach that places
initiated an active policy of developing its employer brand to
the candidate at the center of the recruitment process in the
attract the best talent and roll out its strategy. Multiple
service of the occupations and the business. In this sense,
communication actions take place on networks and recruiting
ENGIE has developed its methods, strengthened the

sites to publicize ENGIE’s occupations. ENGIE had more than ENGIE had 5,961 apprentices at the end of 2020. For several
547,000 subscribers on LinkedIn at the end of 2020 and years, ENGIE has been working with the Apprentice Training
ranks 7th on LinkedIn’s list of “Top Companies.” Centers (Centres de Formation d’Apprentis or CFA) throughout
France. They support the Group in designing its training
courses and searching for skills through a regional network
3.4.2.1.2 Academic relationships that provides information on its occupations in all four corners
ENGIE has forged special relationships with many prestigious of the country. In France, the percentage of staff undertaking
engineering schools and universities that are levers for work-study programs compared to permanent and fixed-term
recruiting and attracting future young talent: Polytechnique, contracts is 7%. Developing the skills of the future to serve
CentraleSupelec, Centrale Lyon, INSEE/ENSEA, MINES the transition to carbon neutrality is more than ever a priority
ParisTech, Télécom ParisTech, IAE, Gobelins, Grenoble INP – for the Group, and promises to have a positive impact on
Ensimag, INSA, etc. In the Renewables occupations, the Group people and the planet. Furthermore, on November 2, 2020,
has embarked on numerous partnerships with laboratories and ENGIE opened its own CFA in France: the “Academy of Energy
engineering schools (Mines, Centrale, Supelec, Polytechnique, and Climate Transition Occupations.” This human-scale
ENSEEIGHT, etc.). They give their students the opportunity to Academy will welcome several hundreds of students by the
take part in the ENGIE adventure through work-study end of 2024. The CFA offers the vocational Baccalaureate
programs and internships and the hosting of PhD students and Diploma and higher technician’s license (brevet de technicien
students researching specific areas. ENGIE has launched the supérieur or BTS) for young people aged 16 to 29, in close
first 100% renewable Graduate Program. Lastly, partnerships partnership with well-known educational establishments. The
have also been established in digital occupations (EPITHEC and aim is to meet the changing needs of the Group and to attract
Ecole 42) and with the major French business schools (HEC, more young people, particularly women, to its occupations. All
ESSEC, EDHEC, ESCP, Sciences Po, Paris Dauphine and Institut of the training courses have the same foundation, focused on
Magellan). the transition to carbon neutrality, in order to raise awareness
of environmental and climate issues, and what behaviors to
adopt in terms of health and safety and with regard to
3.4.2.1.3 Apprenticeships customers. By creating its business CFA, ENGIE has confirmed
To tackle the skills war and guarantee the Group’s performance, its commitment to employment and the inclusion of young
ENGIE relies on young people and apprenticeships as a path of people. The Academy of Energy and Climate Transition
excellence towards its future occupations. Occupations is helping ENGIE achieve its target of 10% of its
French employees on work-study programs by the end of
The Group has set itself two strategic targets:
2021 (of which 3% young people with disabilities), i.e. double
• the proportion of apprentices in the Group's workforce to the legal limit of 5% for companies with more than 250
reach 10% in France by the end of 2021 and 10% in employees. The Group also aims to hire 50% of its employees
Europe by the end of 2030; on work-study programs at the end of their training by 2021,
• a level of transformation into permanent or fixed-term particularly in the technical occupations, which represent
contracts in France of 50% by the end of 2021. more than two-thirds of its total hiring needs. With the same
aim, on October 6, 2020, ENGIE Benelux launched ENGIE
Representativity of apprentices compared to permanent Academy at Gand in Belgium, which is fully in line with the
Group’s commitment to making energy occupations accessible
and fixed-term contracts
to all.
FRANCE EUROPE OTHER GROUP Lastly, the Group’s work in welcoming interns, the VIEs
(Volunteers for International Experience) and all other forms
7.1% 1.0% 0.5% 3.6%
of dual training have been maintained despite the health
crisis.
3.4.2.2 The employees’ commitment to the Group’s strategy
ENGIE&Me highlighted by the survey are adherence to ENGIE’s goals and

objectives in the move towards carbon neutrality (+13 points)
In line with the large-scale transformation program launched in
and the sustainable engagement index (+3 points). The
2016, the Group implemented the ENGIE&Me engagement
management of the health crisis by the Group and by the
survey in October 2020, for the fifth consecutive year.
management line was praised: 84% of employees trust ENGIE’s
Addressed to employees on permanent contracts all over the
ability to ensure their safety and health. Questions relating to
world (1), it allows them to express themselves on the key
the quality of management and the sense of security each
dimensions of commitment: strategy, working conditions,
increased by 4 points on average, which is very significant at
relations within the team, quality of management, prospects
Group level. In addition, 90% of employees say they are proud
for development and mobility, sense of security, etc. The
to work for the company (up 10 points in a year) and 81%
results make it possible to measure the progress made from
would recommend the Group as an employer. Lastly, 79% of
one year to the next and to determine an action plan for
employees consider that they have the equipment/tools/
improvements on each scope, at the local level and at all levels
resources they need to do their job effectively (up 5 points).
of the organization: team, management, entity, BU, and Group.
Notable improvements where there is still room for progress:
It is a key tool for driving change. In 2020, 53% of employees
40% of respondents have reservations about the Group’s
took this opportunity and responded to the survey despite the
ability to have a clear vision of the future.
context of the health crisis. The main strengths of the Group
(1) Excluding regulated entities

In the context of the health crisis, particular attention was paid To meet the challenge of engagement, retention and
to the health, state of mind and morale of employees, upgrading of skills, the Group promotes, among other
measured by regular ad hoc surveys, organized at BU level and measures, the establishment of communities that enhance the
adapted to the specific context of each BU. employee experience.
3.4.2.3 The Technical Ambassadors

In 2018, ENGIE launched Communau’Tech, a community of generate interest in them. Finally, they may be called upon to
Technical Ambassadors with the task of promoting the intervene internally as part of “flying schools”, which are
technical sector, both internally and externally. This system technical trainings actions between peers, organized on an ad
creates value from our technicians, builds their loyalty, and hoc and bespoke basis at the request of an entity (for
disseminates an attractive image of hard-to-fill positions. The example, the flying school between France and Chile in late
Technical Ambassadors take part in events for specific 2019). The goal is to build a community of 500 Technical
occupations, jobs forums and trade fairs organized by the Ambassadors at the European level by the end of 2021. The
Group or by the entities to which they belong, explaining Communau’Tech currently has 350 Technical Ambassadors,
their occupations and promoting the technical sector. They including 20 women: 300 French ambassadors from the
also work with schools to make young people aware of ENGIE Solutions, GRDF, France Renewables, BtoC, Storengy,
environmental and climate issues and the importance of our and Generation Europe BUs and 50 Italian ambassadors from
occupations in the transition to carbon neutrality in order to the NECST BU.
3.4.2.4 The Experts

In 2020, ENGIE completed the first ExpAND campaign. The expertise aligned with the Group’s strategy is recognized,
program aims to identify and recognize the Group’s experts, whether technical, technological or functional. Three levels of
to develop communities of expertise and make the experts have been established – Global, Key and Local –
ExpANDers ambassadors for ENGIE both inside and outside according to their impact scope and their exposure. At the
the Group. It is also a development program that allows end of the first campaign, 560 ExpANDers had been
experts to develop their “soft skills”, such as leadership and identified: 38 “Global”, 354 “Key” and 168 “Local”. A second
communication. Each application is voluntary and all campaign is scheduled for 2021.
3.4.3 Human resources development policies

The Group offers opportunities to build a range of career increase the skills and mobility of its employees in three
paths by benefiting from continuous training programs directions: advance skills management to prepare for the
adapted to provide long-term employability. ENGIE can thus future; enhanced internal mobility to serve the
better adapt to the evolution of organizations and transformation of the company; and professional training
occupations. The transition to carbon neutrality and objectives for all employees. They are being implemented in
technological accelerations due to digitization and artificial order to favor the enrichment of tasks, the renewal of
intelligence are transforming the professions of employees experiences, and the consideration of employee initiatives
and creating shortages of qualified personnel in the Group’s and empowerment, which strengthen their engagement and
many businesses, whether traditional or newly emerging. To foster their development and employability.
tackle this, ENGIE is implementing a social strategy to
3.4.3.1 ENGIE Skills, the jobs and expertise advance management system
In order to anticipate changes in the Group’s occupational to map the Group’s workforce in these ENGIE Jobs and to
sectors and skills needs, the ENGIE Skills system challenges the measure their development. The aim is to have a strategic
BU and entities every year on their three-year projections. In skills management tool oriented around three main area:
2020, ENGIE Skills strengthened its system by setting up a • mapping of the skills available to Group executives;
reference framework for occupations, ENGIE Jobs, which lists
• improvement of HR performance and skills management by
100 technical/business occupations and 60 support functions.
the BUs, operational entities or functional sectors;
Making use of this framework and the survey carried out
across all of the Group’s BUs, ENGIE Skills has made it possible • knowledge of our occupations in order to develop
employees and increase their mobility.
3.4.3.2 ENGIE Mobility, the internal mobility system to support the Group’s transformation
In order to stimulate the internal labor market and to address employees in France in 2019. It is expected to become available
the challenges projected by ENGIE Skills, the ENGIE Mobility for all employees, including abroad, in 2021. In connection with
system plays a major role in supporting the mobility of its aim of strengthening local talent, ENGIE Mobility has
employees. ENGIE believes that mobility is a key lever in expanded its services offer to support the return of expatriates.
employee development and business performance. For this ENGIE Mobility is regularly called upon during transformation
reason, the Group stipulates that all internal job applications projects to contribute its expertise and a services offer tailored
must be prioritized in the recruitment process. In addition to this to the projected changes. Finally, ENGIE Mobility supports the
policy, “My Mobility”, a digital space dedicated to constructing Global Business Lines when they carry out their cross-BU HR
the professional project and to mobility was rolled out to reviews in order to identify all the strategic positions.

3.4.3.3 Training, skills development, and leadership

Developing skills and maintaining employability are crucial new needs of managers, on subjects including remote
areas for the achievement of the Group’s strategy. In management, individual and collective resilience, leadership
February 2020, a non-financial goal was thus defined of in times of uncertainty, new business models and factors of
training 100% of employees each year by 2030. In response competitiveness. In terms of format, the pandemic
to this, ENGIE favors a skills development approach of accelerated the transition to distance learning.
diversification of its methods. Since 2016, the University has been increasing learning
opportunities by rolling out new modalities. For example, the
number of hours of digital training quadrupled between 2016
3.4.3.3.1 ENGIE Schools
and 2020. In this context, and in response to training needs,
Since 2019, ENGIE Schools has been boosting the skills the University organized the Learning Festival in October
development of employees with technical profiles, i.e. 70% of 2020. This event, which was 100% digital, consisted of a week
the workforce and more than 100,000 employees worldwide, of intense training for all of the Group’s employees, all over
by focusing on peer-to-peer training. Addressing a technical/ the world. Provided in addition to the traditional training
business target, skilling up actions shared between entities courses, it is a key driver for ENGIE’s culture of engagement,
complement ENGIE University’s actions for managers. ENGIE belonging, and ownership of strategy. It, first of all, involved
Schools asserts itself as the international internal network of the development of key skills, a need that goes hand in hand
the Group’s occupational schools. It is made up of 32 internal with the crisis and which requires a readjustment of our know-
training centers, half of which are in France, with a tailor- how. It also responded to the need to change perceptions of
made technical training offer adapted to the requirements of virtual training. The Learning Festival brought together more
our businesses. It ranges from the “Ecole du gaz GRDF Energy than 2,300 employees from 43 different countries,
Formation” to the “Institut du Froid Axima Réfrigération” and representing all of the Group's BUs on 100 different programs.
the “Chile ENGIE Services Escuela” of the LATAM BU. It is the It involved 50 internal stakeholders and 40 external teachers.
driving force behind a dynamic of cross-functional projects, Every day, more than 1,000 employees took part in one of the
acting as a catalyst for awareness-raising and shared Group programs.
training projects, capitalizing on experience, internal skills
As the transformation of the Group also entails the evolution
and inter-entity cooperation. This dynamic resulted in an
of occupations, ENGIE University is developing programs so
inter-BU course on the skill of “Preventing low-voltage
that employees can upskill in their occupations. It supports the
electrical risk” and the corresponding accreditation in 2019.
ENGIE Boost program, which is dedicated to the talent
In 2020, a training offer of “Occasional Technical Trainers”
population and supports executives via new training programs:
was added to the catalog to encourage and structure peer-to-
on leadership with Co-leaders Extreme, on high-performance
peer training. All technical training resources are shared
teams with Team Accelerator and on “customer-centricity” with
between the Group’s entities on a dedicated digital portal.
Customer Academy.
3.4.3.3.2 Occupational pathways 3.4.3.3.4 Development of high-potential talent

Launched in 2018 to meet the internal mobility needs of the
ENGIE Boost is a system for identifying, developing and
technical occupations, the occupational pathways developed
retaining high-potential talent at all levels of the organization
further in 2019, with a focus on recruitment through training.
in order to prepare these individuals to occupy the most
They enable current or future employees to join an
strategic roles at the Group. It consists of the Rise! and Pulse!
occupation by going through a training process over several
programs, which, over 24 months, prepare leaders with the
months as part of a work-study program within a Group
capacity to assume strategic responsibilities within ENGIE in the
entity. In 2019, nearly 300 trainees spread over
near future. A third program, called Up!, is designed for High-
11 occupational pathways attended these qualifying training
Potential talent within each BU. Inclusion in the Rise! or Pulse!
courses. More than 85% of them joined a Group entity, thus
programs is determined by the Group Human Resources
making a strong contribution to the objectives of welcoming
Department, which uses People Reviews carried out with the
and integrating work-study students. In 2020, the same
BUs and a range of assessment and development tools to
volume of trainees enrolled and new courses were
ensure a clear and coherent approach. In 2020, 202 talented
established, but the training was postponed given the health
individuals take part in the Pulse! program and 126 joined the
context. The pathways are also a way of meeting the
Rise! program. In the BUs, 1,519 talented individuals joined the
challenge of integrating populations distanced from
Up! programs. This initiative is not intended to reward
employment.
performance or to be used as a recognition tool; it is an
opportunity offered to employees in order to develop their
3.4.3.3.3 ENGIE University potential and to ensure we are in the best position for future
development. It is also an opportunity to create an active
In 2020, ENGIE University stepped up the implementation of diverse community of leaders who are committed to ENGIE’s
programs enabling every employee to learn about the Group’s future and who engage their teams.
strategy. These programs focus on issues related to carbon
The majority of the development actions offered under these
neutrality, the energy transition, customer orientation and the
programs aim to strengthen understanding of the ENGIE
organizational agility of managers and executives. In addition, to
Leadership Way, ENGIE’s management charter. It is structured
fulfill the Group’s diversity aims, the University has launched an
around five fundamental aspects (Prepare the future/
Inclusive Leadership program for all managers.
Cultivate and give responsibility/Act and challenge the status
The year 2020 was strongly marked by the pandemic. This quo/Deliver results/Adopt inspiring behavior on a daily basis)
had significant effects on training, in terms of both course and four behaviors (being bold/demanding/open/caring) to
content and format. In terms of content, during a short and underpin the Group’s transformation, inspiring the day-to-day
intense period, specific programs were rolled out to meet the behavior of managers and thus also affecting their teams.

To support these programs, ENGIE launched a Strategic As a result of the implementation of all these systems, ENGIE
Resource Planning approach at the end of 2019, centered on trained 70.1% of its employees in 2020, despite the backdrop
the Group’s 500 key positions. In the course of 2021, it will of the pandemic.
provide a consolidated three-year view of the key skills to be
developed and will adapt talent development programs
according to the priorities identified.
Proportion of people trained
2020 2019
Proportion of women 14.6% 47.1% 64.2% 82.1% 100.0% 68.5% 77.2% 69.2% 62.0%
trained
Proportion of men trained 30.4% 60.1% 72.8% 75.9% 100.0% 66.7% 61.5% 70.3% 71.1%
Proportion of employees 27.3% 58.0% 70.5% 77.1% 100.0% 67.0% 67.5% 70.1% 69.2%
trained □□
% reporting 45.37% 100% 100% 100% 100% 100% 96.90% 98.66% 97.42%
Training hours
2020 2019
Total nb. of training hours 9,369 759,605 490,831 781,998 581,379 181,783 158,277 2,963,242 3,271,154
Average nb. of hours 23 22 41 19 44 25 17 26 28
per person trained
% reporting 45.37% 100% 100% 100% 100% 100% 96.90% 98.66% 97.42%
Breakdown of training hours by topic
2020 2019
Business techniques 62.6% 33.2% 30.2% 41.4% 17.9% 54.9% 48.3% 35.9% 38.9%
Quality, safety 14.7% 45.6% 15.9% 32.9% 57.8% 22.8% 9.6% 33.7% 32.6%
and environment
Languages 1.1% 3.9% 0.7% 2.4% 3.8% 1.3% 10.3% 3.0% 2.0%
Management, personnel 11.4% 11.2% 8.0% 19.7% 6.3% 12.2% 19.4% 13.1% 15.0%
development
Others 10.2% 6.1% 45.1% 3.6% 14.3% 8.8% 12.3% 14.2% 11.4%
% reporting 45.37% 100% 100% 100% 100% 100% 96.90% 98.66% 97.42%
3.4.4 Social commitment: a company committed to corporate

citizenship and solidarity
For many years, the Group has implemented a corporate the many initiatives taken by all the BUs and entities. At the
social responsibility (CSR) policy that is proactive, ambitious European level, ENGIE has again signed the European
and innovative to combat discrimination and promote equal “Embrace Difference” petition on diversity and inclusion of
opportunity and treatment. ENGIE’s diversity policy was the European Round-Table of Industrialists. Lastly, ENGIE has
rewarded by the four-year renewal of its Diversity label in renewed its commitment to professional equality by signing
October 2017 for all Group activities in France. A follow-up up in September 2019 to the Women’s Empowerment
audit in September 2020 confirmed the Group’s commitment Principles defined by the United Nations.
to promoting diversity and equal opportunities and praised

3.4.4.1 Diversity and the commitment to professional and pay equality between women and men
ENGIE aims to become a benchmark for professional and pay development, and external partnerships. All of the Group’s
equality. Accordingly, in February 2020, the Group’s Board of BUs are already taking steps to make the “Fifty-Fifty” goal a
Directors approved two new, rank 1, non-financial targets: reality.
• The Group’s consolidated gender equality index to reach In addition, to promote gender diversity in the occupations,
100 out of 100 points by the end of 2030; ENGIE is raising awareness among young female audiences
• women to make up 50% of the Group’s managerial staff through the “Elles Bougent” association, which promotes the
in 2030. role of women in technical sectors in France. Lastly, as part of
its partnership with Le Laboratoire de l’Égalité, ENGIE has
been helping since September 2019 to develop an artificial
3.4.4.1.1 Gender diversity intelligence pact to ensure that new technologies underlying
HR processes that incorporate AI are not discriminatory in
To support its gender diversity goal, ENGIE has rolled out the terms of gender.
“Fifty-Fifty” project, which aims to create the necessary
conditions for gender parity in management. This ambitious In December 2020, women made up 21.5% of the Group’s
project came in response to demand not only from the entire workforce. The proportion of women in management was
Company and ENGIE’s customers, but also investors. A Group- 24.1% Within the ENGIE 50, a body made up the CEOs of the
level roadmap has been drawn up in order to attract the best BUs and the operational managers of central services, the
talent and make ENGIE a benchmark player in the field. It is proportion of women is 27.6% 13 women and 34 men. The
based on six pillars: structuring and governance, diagnostics, proportion of women on the Group Executive Committee is
awareness and communication, organizational adaptation, 36% 4 women and 7 men.
2020 2019
in workforce □□
in management □□
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 100%
in permanent hires
in permanent
management hires
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 100%
3.4.4.1.2 Equal pay Management is committed to developing awareness

campaigns to combat sexism, to take all necessary measures
The efforts made with regard to professional and pay
to prevent incidents of sexual harassment and to put in place
equality in 2019 were pursued in all of the French
reporting tools to enable any deviant behavior to be flagged.
subsidiaries to improve the gender equality index. In 2020, as
part of its CSR policy and to support its purpose, ENGIE In addition, on the basis of an international benchmark of
extended the obligation to calculate the index annually in legislation in force in this area, the Group has defined a
each of its legal entities in France and internationally. In common international reference framework designed to
France, the consolidated index score is 89 (1), up 17 points eradicate sexual harassment. As an extension of this theme,
compared with 2019. The consolidated index also showed a and because lockdown has increased the occurrence of this
marked improvement at Group level, reaching 84 versus 72 risk, ENGIE has launched a global information and awareness
in 2019. To facilitate the implementation of the BU’s action campaign on domestic violence on the occasion of the
plans in favor of professional and pay equality between International Day for the Elimination of Violence against
women and men, the Group HRD has developed EQUIDIV, a Women. Through this agreement, the Group has undertaken to
decision-making tool that enables automatic calculation of the encourage a better work-life balance, in particular through
index from individual data and provides priority remedial the organization of working time and a proactive parenting
actions. The tool was rolled out to all the entities concerned policy.
by the calculation of the index in France and internationally, In France, most of the Group’s entities have signed an
between 2019 and 2020. agreement to implement regular remote working, on the basis
of one or two days a week. Before the lockdown in March
2020, fewer than 30% of employees worked from home.
3.4.4.1.3 Professional equality With the advent of the health crisis, negotiations to renew
On November 22, 2017, ENGIE signed a European Agreement expiring agreements will be an opportunity to take feedback
for an indefinite period on professional equality between on generalized remote working into account. Some entities
women and men, the fight against discrimination and have also signed agreements on the right to disconnect.
violence, and the prevention of sexual harassment. Sexist
behavior was the subject of a specific article.
(1) Calculate with 2020 data

In France, the Group provides access to a company nursery In addition, an experiment was launched at ENGIE SA’s
with 60 places and to networked places. During the lockdown, Corporate function in France in early 2020 which involved
ENGIE offered a home care service for children and the extension of paternity leave from 11 days to six weeks,
dependent relatives to help employees with no alternative with employee fathers actively encouraged to take advantage
resources. Since it was launched, more than 1,000 employees of it. The experiment will be generalized in line with the
have signed up and more than 1,500 services have been instructions of the French public authorities.
provided throughout France. ENGIE has extended the scheme These various arrangements for working time and
to cover the 2020-2021 school year. improvements to working conditions help to limit
absenteeism.
2020 2019
Absenteeism 2.6% 7.0% 8.9% 5.9% 3.3% 3.8% 5.1% 6.0% 5.2%
Absence due to sickness 0.8% 5.3% 3.9% 4.2% 1.6% 1.0% 1.9% 3.8% 3.4%
% reporting 100% 100% 100% 100% 100% 100% 100% 100% 99.13%
3.4.4.2 Inclusion and job-seeking support

ENGIE is a major, engaged and active player and develops With Nestlé, ENGIE has launched the “Apprenti Swap” pilot
many innovative initiatives in partnership with its ecosystem project, in which four young people hired as apprentices are
to promote learning. taking part in a two-year master’s 2 in Digital Marketing,
A founding member of the Collectif des entreprises pour une starting in the autumn of 2020, spending one year as an
économie plus inclusive (“group of companies for a more apprentice at each of the two partner companies.
inclusive economy”), since 2018 the Group has been taking At the European level, ENGIE has been a partner in the
action countrywide, alongside 34 large companies and public Alliance for Youth movement since December 2015. It
authorities, to promote the inclusion of young people, renewed its support for the “Entreprendre Pour Apprendre”
particularly those who have been distanced from initiative, providing seven Group volunteers to coach six
employment or come from the most disadvantaged areas. In mini-enterprises and funding 50 “European Skills Pass” places
particular, ENGIE has undertaken to host 3,000 young people in the 2019-2020 school year. With its coalition partners, the
from priority neighborhoods for a period of three years, from Group made recommendations to the European
the third grade until they start their working lives. Commissioner for Employment and members of the European
The Group is committed to the social and professional Parliament to promote actions in favor of young people.
inclusion of people in severe difficulty or in a situation of At the global level, ENGIE became a member of the Global
exclusion via the Parcours Emploi – Mobilité – Sport (PEMS) Apprenticeship Network (GAN), a worldwide network of
program. This program helps young people aged 17 to 26 apprenticeships chaired by France since November 2020.
from priority neighborhoods, or young isolated minors ENGIE also assists with job creation via its employment
supported by child welfare or charities, to sign up to a work- foundation, Fondation Agir Pour l’Emploi (FAPE), which
study contract. More than 300 young people have been operates under the auspices of the Fondation de France. The
supported by the initiative since it started in 2016, with a foundation’s resources come from donations by Group
positive exit rate still above 60%. For this initiative, ENGIE employees and retirees, which are fully matched by their
relies on a network of volunteer employee sponsors, who companies. Since its establishment in 2013, FAPE (in France
help the young people find work-study contracts and a host and Belgium) has awarded more than €1.7 million in grants
company while providing them with moral support. To for 150 projects working for access to employment and
combat isolation during lockdown, ENGIE stepped up its against exclusion. These 150 projects created 250 jobs and
commitment by distributing computers and packed lunches to consolidated 250 across the region. The SNC (Solidarité
the young people on the program. Nouvelle contre le Chômage) is one of the associations that
In 2020, the Group made a commitment alongside the FAPE supports. Volunteers from ENGIE partner up to mentor
apprenticeship foundation, Fondation Innovations Pour les around a dozen people in long-term unemployment living in
Apprentissages (FIPA), to support the “Ingénieuses” program, Ile-de-France. Lastly, for the ninth straight year, ENGIE raised
assisting around a dozen female work-study students taking awareness of intergenerational issues among around
the vocational baccalaureate who want to gain a higher 40 employees by taking part in the Octave program, a
technician’s license and then enter a general engineering powerful tool for change led by Danone. By opening itself up
school. to other enterprises in this way, ENGIE has developed its
capacity for innovation.
3.4.4.3 Diversity
3.4.4.3.1 Employees with disabilities companies, the “Manifesto for the Inclusion of People with
Disabilities in Economic Life”. Through this charter of
ENGIE is fully committed to the area of disability, including at
operational commitments, ENGIE is taking action, with the
the highest levels of the Group. In France, it is mainly involved
other signatories, that includes bringing the world of education
in recruitment, integration, support and job retention,
and the world of work closer together, in order to help young
awareness-raising, communication and collaboration with the
people discover occupations and access the labor market
sheltered sector. In 2019, the Group reaffirmed the need for
through work-study programs.
collective corporate action by signing, alongside 130 large

Thanks to financial and human resources -€3 million per year on 3.4.4.3.2 Religious diversity
average and more than 20 disability officers supported by local
One of the 26 legal criteria of the principle of non-
representatives – ENGIE has more than 2,800 employees with
discrimination applies to the actual or perceived adherence to
disabilities in France and around 3,300 worldwide. ENGIE’s
a religion. ENGIE is committed to ensuring that no employee
direct employment rate in France was 3.7% in 2020
or applicant is treated unfavorably because of their religious
ENGIE sees work-study programs as a lever for recruiting beliefs. To support managers with this issue, in 2015 the
young people with disabilities. The Group has undertaken to Group prepared some points of reference on religious
make a substantial effort to recruit people with disabilities diversity in the company. This guide was updated in 2019
for work-study programs each year, aiming for a level of 3% and provided to the entities, along with an interactive version
by the end of 2021 in France, i.e. more than 200 people with and a meeting coordination kit.
disabilities on work-study programs. At the end of December
2020, the estimated level of work-study students with
disabilities was close to 1.2%. During the health crisis, an 3.4.4.3.3 LGBT+ (Lesbian, Gay, Bisexual,
experiment took place in the Nantes area in conjunction with Transgender/Transsexual plus)
vocational high schools. Humando Pluriels, a partner of
As part of its initiatives to boost diversity and combat
ENGIE, sourced candidates and facilitated the hiring of four
discrimination, ENGIE signed the L’Autre Cercle’s LGBT+
people to technical occupations on a work-study basis,
commitment charter on December 6, 2017. In 2019, ENGIE
including three women, who are being retrained and who
participated in the IFOP-L’Autre Cercle survey, which made it
have disabilities.
possible to assess the perception of employees, regardless of
The collaboration with the protected and adapted work sector their sexual orientation or gender identity, of the inclusion of
makes the inclusive vision of the Group’s CSR commitments LGBT+ people in their working environment and to take the
a reality. It aims to ensure the viability of indirect jobs, necessary steps. In October 2020, in France, ENGIE published
promote the local economy and encourage professional the practical guide “LGBT+, understanding to act together” in
integration. In France, ENGIE is a partner of the GESAT order to raise awareness of the question of LGBT+ in the
network. It puts ENGIE in economic contact with service workplace. ENGIE participated in the 2020 edition of L’Autre
providers in the protected and adapted work sector. The Cercle’s 95 LGBT+ & Allié.e.s au Travail Role Models in France.
services provided represented around €7 million in 2020. Two employees were designated in the LGBT+ Leaders and
Allié.e.s Dirigeant.e.s Role Models category.
3.4.5 Remuneration, social protection, employee savings plans,

and employee shareholding
3.4.5.1 Principles of the remuneration policy

Group policy is to offer everyone remuneration that is minimum wages applicable in the different countries in which
personalized, fair and competitive on the market, which it operates. The overall remuneration structure consists of a
reflects the performance and level of responsibility of each base salary and, depending on the level of responsibility and
person. The Group uses external information provided by the country, variable remuneration schemes to reward
specialized firms to establish its positioning in relation to the collective and individual performance.
local reference market. It also ensures compliance with the
3.4.5.2 Social protection

ENGIE ensures that it adheres to the best practices of major of paternity leave. ENGIE Care accelerates the Group’s
international groups in the area of social protection and performance in terms of employee benefits by providing
ensures the competitiveness of its entities’ systems in access to a pool of international insurance policies with
relation to local practices. In 2020, ENGIE rolled out the optimized subscription conditions and the possibility to share
ENGIE Care social protection program worldwide. It allows local and global surpluses.
each employee to benefit from health coverage, guaranteeing As well as protecting employees against the vagaries of life
reimbursement of at least 75% of costs in the event of all over the world, ENGIE Care contributes to the
hospitalization. It also protects the employees’ family or attractiveness of the Group and the employee retention. It
loved ones in the event of their death or permanent disability facilities a better home-life balance. It improves equal
by paying a benefit equal to at least 12 months’ salary. opportunities between men and women and strengthens
Moreover, ENGIE Care offers 100% coverage for a minimum ENGIE’s CSR policy.
of 14 weeks of maternity leave and a minimum of four weeks
3.4.5.3 Group employee savings plans policy

The Group’s employee savings plans are available to 3.4.5.3.1 Savings plans
employees of companies that are fully consolidated or whose
In France, since the end of 2009, the Group’s employees have
share capital is majority-owned, directly or indirectly, by
had access to a Group Savings Plan (Plan d’Épargne Groupe –
ENGIE SA.
PEG), which includes employee shareholding funds as well as
a large range of diversified savings options totaling close to
€2 billion in assets at the end of 2020. Outside France,
measures have also been put in place in some countries to
allow employees to save, under terms adapted to local laws.

3.4.5.3.2 Retirement savings plans 3.4.5.3.3 Solidarity funds

In France, since 2010, all employees may, at their own pace, In France, the ENGIE solidarity employee mutual Fund (FCPE)
build funds for retirement by paying into the ENGIE Group called “Rassembleurs d’Énergies Flexible” is one of the largest
Collective Retirement Plan (Plan d’Épargne pour la Retraite dedicated solidarity funds in the French market. It has
Collectif – PERCO). Outside France, products exist in some supplemented the range of Group Savings Plan and
countries that allow employees to supplement their pensions Retirement Savings Plan investment products since the
by making voluntary contributions on favorable terms. beginning of 2012 and enables employees to take part in a
social initiative that is consistent with their occupations.
3.4.5.4 Profit-sharing and incentive plans

Due to the existence of legally separate companies, there is the principal remuneration in the event of the achievement
no common collective profit-sharing and incentive plan for of financial (3%) and non-financial (4%) targets. The amount
the Group. Collective variable compensation systems are paid out in 2020 for 2019 profit-sharing was €15,574,863.
widely developed in the subsidiaries. In 2020, the employees The agreement setting up the employee profit-sharing system
of the various French subsidiaries thus saved nearly €80 for ENGIE SA was signed on June 26, 2009. Application of
million in Group employee savings plans, to which was added the statutory profit-sharing formula for 2019 resulted in no
a further €27 million. payment being made to employees in 2020.
At the ENGIE SA level, a profit-sharing agreement was signed
with three representative trade unions on July 20, 2020. This
agreement provides for the payment of an envelope of 7% of
3.4.5.5 Employee shareholding

With an employee shareholding level of 3.2%, ENGIE has a ENGIE is also particularly innovative as it is the only issuer to
particularly dynamic and innovative shareholding policy. offer a “LINK +” structured product. Its 10-year lock-up
ENGIE periodically organizes the global employee period in return for a discount and a specific employer
shareholding operation known as “Link”. ENGIE carried out contribution enabled the largest number possible to subscribe
the largest employee shareholding operation of 2018 with a by offering payment terms spread over time. Given the
volume of €340 million. This operation was subscribed by resources employed, this type of operation does not take
more than 40,000 employees worldwide at attractive place every year.
conditions in terms of discount and employer contribution.
3.4.5.6 Performance shares/Long-term incentives

ENGIE grants performance shares, which are described in executives, and ENGIE has for several years granted
detail in Section 4.4.3. These shares, which have a minimum performance shares to more than 7,000 employees around
maturity of three years, are subject to internal and external the world.
performance conditions. This system is not reserved for
3.4.6 Social dialogue

Within national and European representative bodies and implementation of its Social Ambition, which has been opened
through national, European and global collective bargaining and broadened to take into account environmental and
agreements, ENGIE involves its social partners in the societal challenges.
3.4.6.1 Representative bodies

At Group level, social dialogue is organized around two EWC secretariat meetings, and eight meetings of the
representative bodies that are privileged forums for consultation health and safety, social, strategy and research working
between management and employee representatives: groups. It should be noted that from April, meetings have
• The European Works Council (EWC): comprising 41 full been held by videoconference due to restrictions on
members representing the Group’s 140,813 employees travel and physical meetings owing to the health crisis.
throughout Europe, the purpose of the EWC is to develop • The French Group Works Council: this body, which
and strengthen European social dialogue, ensure balanced represents more than 78,400 employees in France, has
representation between the Group’s countries and main 30 full members. The French Groupe Work Council is an
business activities, and develop social dialogue within information body with representatives of institutions
these activities. A secretariat with 13 members representing the employees of French companies. Two
representing eight countries meets every two months. In meetings were held in 2020.
2020, the EWC held two plenary meetings, along with six
3.4.6.2 Group collective bargaining agreements

In line with its commitments, in September 2020 ENGIE responsibility. This agreement is expected to be concluded in
opened negotiations with the international union federations the first quarter of 2021.
for a worldwide agreement on fundamental rights and social

3.4.7 Note on the calculation method for social indicators
3.4.7.1 Tool
The social indicators are derived from Group social reporting tool, in accordance with the IFRS financial scope. The
(GSR). These are set out in a shared Group database that may indicators published in this report relate to fully consolidated
be viewed on request. The collection, processing and companies, whose capital and management are under the
reporting of data entered by the local entities, subsidiaries of control of ENGIE. The social indicators are fully consolidated,
the ENGIE Group, is carried out in the SyGMA consolidation regardless of the percentage of the company’s capital owned.
3.4.7.2 Scope of reporting

The Group data include those of the BUs existing in 2020 and reporting percentage is attached to each indicator, according
of Corporate, grouped into seven reporting sectors that to the workforce covered. Data relating to professional
essentially correspond to the geographical areas of the training in the GTT BU and for some US entities have been
Group’s activities (see Section 1.6 for further details). A excluded.
3.4.7.3 Consolidation methods

The content of the report is based on indicators selected to The indicators for this report are consolidated using defined
reflect the main social and societal impacts of the Group's procedures and criteria. Data on the organization’s structure,
activities. The indicators are chosen in accordance with the employee turnover, working conditions, training and safety
Global Reporting Initiative (GRI) standards. were consolidated by aggregation.
3.4.7.4 Internal control

The social data are successively consolidated and verified by each operational entity and by each BU, before reaching the Group
HRD level.
3.4.7.5 Additional information on some indicators
3.4.7.5.1 Employment 3.4.7.5.4 Career development

Administrative employees are recognized under “senior When all data cannot be provided within the timelines, the
technicians and supervisors”. The Belgian entities in the most recent are provided as well as a forecast of the missing
energy sector do not declare “manual workers, clerical staff data at year-end.
and technicians” (Electrabel). Contractually, unskilled or low- Training: the definition of the indicator was changed in 2020
skilled workers have employee status. This might cause an to ensure that it included face-to-face and e-learning training
underestimation of this category. The French concept of courses. The format and duration of a training may vary but
cadres (managerial staff) (≥ 300 points on the Hay Guide must include a description of educational content. The
Chart, the universal job classification and evaluation system) breakdown of training hours by topic does not include e-
is sometimes difficult to understand in other countries. This learning hours.
can lead to a slight underestimation because some entities
may take only their senior management into account.
3.4.7.5.5 Organization of working time
3.4.7.5.2 Employee flows The working hours of personnel within the Group companies
are organized within the legal framework for working time,
Indicators in this section have been calculated on a current which varies from country to country.
scope basis, i.e. the fully consolidated reporting entities
Days of absence per person are calculated according to the
included in the scope of consolidation at 12/31/Y.
Group convention of eight hours of work per day.
The lay-offs indicator does not include contractual
terminations.
3.4.7.5.3 Diversity and equal opportunity

The declared percentage of people with disabilities provides
the best possible information on the inclusion of people with
disabilities. The Group does not consider it relevant to
provide a reporting percentage for this indicator, since some
entities are unable to gather the relevant information due to
local regulatory restrictions.

3.4.8 Health and safety policy
3.4.8.1 Performance
The Group’s performance in terms of health and safety is as The number of fatal accidents arising from the exercise of a
follows: professional activity among all Group employees, temporary
• a total frequency rate of lost-time accidents for employees workers and subcontractors was six in 2020 – three
and subcontractors operating on site with controlled access employees and three subcontractors.
of 2.7, which is well below the maximum target for the In the field of occupational health, the number of new cases
year of 3.3. The impact of the public health crisis on this of recognized occupational illness was 106 in 2020, marking
performance was particularly significant during lockdown a decrease compared with 2019 (120).
periods in the countries in which the Group operates;
• a severity rate of occupational accidents of 0.11 which, in
the unprecedented context of 2020, was down markedly
compared with the previous year (0.14 in 2019).
3.4.8.2 The health and safety management system

The Group’s health and safety policy sets out the key From the beginning of the crisis, the Group decided to limit
principles for the management of health and safety. This contamination as much as possible by drawing on the best
policy was subject to an agreement with the representative external practices. The Group enlisted a service provider
bodies of European personnel and the representatives of the specialized in managing health risks in different territories to
global federations. help guide its decision making. Measures to prevent the
To implement these principles, the Group’s Health and Safety infection of employees, subcontractors and customers were
Rules set out the minimum standards and requirements that applied which took into account the contamination level in
apply within the Group. each country.
Managers were made aware of the need to reinforce
communication and listening time with both employees
3.4.8.2.1 Performance reporting working from home and those active at their usual places of
The Group’s performance in terms of health and safety in the work. Particular attention was paid to detecting weak signals
workplace and process safety are monitored by: that are markers psychological discomfort. The BUs carried
• the Executive Committee; out regular surveys of their employees to assess their well-
being at work. These made it possible to qualify their feelings,
• the Board of Directors; in particular regarding the support provided to them, and to
• the Ethics, Environment and Sustainable Development identify any needs they might have.
Committee (EESDC).
All employees were provided with masks suited to their
In 2020, all analyses of fatal workplace accidents were activities, thanks to rigorous inventory management. The
presented to the Executive Committee and to the EESDC. Group introduced weekly monitoring of the number of
Regular updates were also provided at meetings of the Board contaminated employees. Contamination rates remained in
of Directors and of ENGIE 50 (all directors of the BUs and the line with those of the countries in which the activities were
Group’s main functional departments). carried out.
The health and safety performance is shared with managers The system put in place was part of a continuous
and the Group’s health and safety functional line. It is improvement cycle. Feedback from BUs expressing their
distributed to the BUs via managers and made available to all needs and sharing any difficulties helped adapt the
employees on the Group intranet. prevention system to the Group’s various organizational
Periodic updates and annual reviews are carried out with levels. A more in-depth survey was carried out during
each BU in order to assess the effectiveness of the measures summer 2020 covering both health and safety and human
implemented. These also serve to evaluate the BUs capacity resources aspects. This survey helped identify areas for
to prevent serious and fatal accidents involving employees improvement, such as the need to adapt the Group’s Covid-19-
and subcontractors. related rules in order to maintain them over the long term.
3.4.8.2.2 The management of risks arising 3.4.8.2.3 The management risks relating to health
from the Covid-19 pandemic and safety at work
To manage the risks arising from the Covid-19 health crisis, Vigilance in terms of risks to health and safety at work was
crisis management committees were set up at the different stepped up during the Covid-19 period, in particular when
levels of Group governance. A Group Covid-19 steering resuming activity after a period of lockdown. The aim was to
committee was tasked with supervising ENGIE’s actions. In avoid the risk of contamination would overshadow the other
addition, three specific committees were created, of which risks which remained present. A targeted communication
one dedicated to the protection of people. This committee campaign was launched to ensure this. Alongside its major
was responsible for drafting and then adapting general health investment to manage the pandemic-related risk, the Group
risk management guidelines as well as various thematic continued to improve its management of risks in the
guidelines. workplace.
A dedicated communications system was set up to support The action program to reinforce the safety culture of
the roll out of the various personal protection measures. everyone, with a focus on preventing serious and fatal
Throughout the crisis, the health and safety, human resources accidents (“No Life at Risk”) continued. This program includes
and communication functional lines worked in close various provisions such as “Life-Saving Rules”, the suspension
collaboration with the Group’s various organizational levels. of work if safety is not guaranteed (“Stop the work” process),
This collaboration helped to implement prevention measures and the identification of events with a high potential for
that were best-suited to the various situations faced by the serious repercussions (see Section 3.4.8.4). These provisions
BUs. are subject to regular awareness-raising campaigns within the
entities.

During 2020 ENGIE improved its lifting risk management. The 3.4.8.2.4 Definition of the new 2021-2025
Group and its BUs thus rolled out various tools to manage action plans
this risk which focused on the key stages of lifting operations.
Guidelines, a risk-awareness raising video and a tool for the The Group’s objectives in terms of health and safety at work,
self-assessment of compliance with fundamentals were also which are reflected in its policy, are set out in multi-annual
made available to the operational teams. action plans. The new 2021-2025 action plan covers the
Group four major health and safety challenges:
Over the last several years, the Group, its BUs and
subsidiaries have stepped up the number of initiatives aimed • leadership : to improve the accountability of all managers
at improving the well-being at work of their employees. In when taking into account health and safety risks;
2020, the Group set up a network of well-being at work • forward planning, by prioritizing the identification and
contacts, with the following objectives: management of events events with a high potential for
serious repercussions (called “HiPo”);
• to pool existing tools and resources and those being
developed; • integration, with the aim of rapidly bringing the standards
of newly-acquired companies up to the Group level;
• to design new tools;
• acculturation, by sharing our health and safety culture with
• to share feedback and best practices between BUs;
all our employees and our subcontractors.
• to reinforce the sharing of information between the human
resources and health and safety functional lines. The new action plan covers three areas of prevention:
Particular attention has been paid to the management of • “No life at risk”, the management of physical risks relating
psycho-social risks, in particular through measures to to the direct execution of activities;
improve well-being at work. • “No mind at risk”, well-being at work, vigilance, the
management of risks relating to the context of activities
being executed;
• “No asset at risk”, dedicated to the safety of our industrial
activities.
Two major cross-functional drivers will be implemented:
• the use of digital tools with the aim of improving the
safety of Group employees and subcontractors, as well as
improving their well-being at work;
• communication to support the strengthening of the health
and safety culture and the commitment of each individual.
3.4.8.3 Strengthening the health and safety culture

Various tools were used to strengthen the health and safety into dissemination of information to the various BUs and
culture among the Group’s employees and subcontractors. The entities. This work is supported by the organization of
Group’s ambitions in terms of health and safety, major thematic monthly webinars, the presentation of the analysis
measures to be implemented, as well as the Group’s of fatal accidents and the provision of various technical
performance, have been regularly presented to the Group’s support.
senior executives. The “No Life at Risk” action plan, which A weekly newsletter, “Prevention News”, covering most of the
covers in particular the prevention of serious and fatal exchanges with the BUs, was sent out to the entire health and
accidents, continued to be implemented. safety functional line. This document enables information on
The health and safety functional line animation makes all accidents, significant hazardous situations and events with
extensive use of digital tools, with a great deal of work going high potential of severity (HiPo) to be shared Group-wide.
3.4.8.4 Prevention of serious and fatal accidents

The Group has defined nine “Life-Saving Rules”, which Moreover, operators are asked to stop working if safety
constitute the last barrier before a serious or fatal accident, if conditions are not met (the “Stop the work”) approach.
all other barriers have not worked. The BUs have also Operators must also implement “the life-saving minute”,
implemented a systematic approach to identifying, analyzing which consists of carrying out a new on-site review of risks
and handling events with high potential of severity (HiPo) to ensure that these are correctly under control.
that are precursors to serious accidents. Finally, the Group expects all of its employees to be mindful
of the safety of others, under its “shared vigilance” provision.
3.4.8.5 Dialogue with social partners

In 2020, dialogue with employee representatives continued at With regards to the management of the pandemic, the
all levels of the Group and particularly with global and representative bodies were regularly informed and consulted
European bodies. A permanent health and safety at work regarding new provisions to be implemented.
working group has been set up within the European Works
Council. Each half year, this working group reviews the
performance and actions taken in terms of health and safety
at work.

Health and safety data
Additional information regarding the health and safety indicators

The analyses carried out in this document concern the entities and activities in which ENGIE has operational management,
regardless of the method of financial consolidation.
The health and safety at work reporting scope includes the data of entities sold during the year up to their date of transfer.
Concerning the indicator number of new cases of occupational illness, we do not consider it relevant to provide a refund rate
since some companies cannot collect this indicator due to local regulatory constraints.
Number of
Number of fatal Severity rate (2) new cases of
accidents Frequency rate (French Severity rate(2)
occupational
(employees) (employees) □□ framework) (ILO framework) illness
GROUP (1)
2020 3 3 0.19 0.11 106
% reporting 100% 100% 100% 100%
2019 2 3.7 0.21 0.14 120
% reporting 100% 100% 100% 100%
2018 4 3.4 0.19 0.13 91
% reporting 100% 98% 98% 98%
NORTH AMERICA
2020 0 1.03 0.08 0.05 1
% reporting 100% 100% 100% 100%
2019 0 1.73 0.11 0.09 0
% reporting 100% 100% 100% 100%
2018 0 1 0.03 0.03 0
% reporting 100% 100% 100% 100%
FRANCE EXCLUDING INFRASTRUCTURE
2020 1 4.47 0.36 0.19 4
% reporting 100% 100% 100% 100%
2019 1 5.25 0.36 0.21 108
% reporting 100% 100% 100% 100%
2018 1 5.22 0.34 0.20 82
% reporting 100% 100% 100% 100%
FRANCE INFRASTRUCTURE
2020 0 2.02 0.07 0.07 0
% reporting 100% 100% 100% 100%
2019 0 2.1 0.10 0.08 0
% reporting 100% 100% 100% 100%
2018 1 2.47 0.12 0.07 1
% reporting 100% 100% 100% 100%
REST OF EUROPE
2020 1 3.27 0.19 0.12 1
% reporting 100% 100% 100% 100%
2019 0 3.60 0.23 0.17 5
% reporting 100% 100% 100% 100%
2018 0 3.72 0.12 0.11 0
% reporting 100% 100% 100% 100%
LATIN AMERICA
2020 1 2.83 0.07 0.06 84
% reporting 100% 100% 100% 100%
2019 0 5.28 0.12 0.09 6
% reporting 100% 100% 100% 100%
2018 1 1.84 0.10 0.10 1
% reporting 100% 100% 100% 100%

3.5 Environmental information
Number of
Number of fatal Severity rate (2) new cases of
accidents Frequency rate (French Severity rate(2)
occupational
(employees) (employees) □□ framework) (ILO framework) illness
MIDDLE EAST/AFRICA/ASIA
2020 0 1.26 0.02 0.02 0
% reporting 100% 100% 100% 100%
2019 1 1.09 0.02 0.01 0
% reporting 100% 100% 100% 100%
2018 0 0.48 0.01 0.01 4
% reporting 100% 80% 80% 80%
OTHER
2020 0 0.68 0.02 0.02 16
% reporting 100% 100% 100% 100%
2019 0 1.64 0.03 0.03 1
% reporting 100% 100% 100% 100%
2018 0 1.09 0.03 0.03 0
% reporting 100% 97% 97% 97%
(1) Groupe covers the ENGIE 7 sectors
(2) The evolution of severity rates does not include fatalities

ENGIE faces the main environmental challenges: climate to environmental responsibility and reports to the Director of
change, the quality and availability of natural resources (air, Environment. It has environmental coordinators in each BU
water, soil and energy) and the protection of biodiversity and who lead their own networks of coordinators, organize
ecosystems. Although its activities sometimes have an actions, supplement corporate expertise with their knowledge
impact on ecosystems and natural resources, the Group seeks of operations, and implement environmental reporting.
to measure and reduce this via the environmental The Corporate Social Responsibility Department produces an
management of its activities. annual report which is sent to the Executive Committee and
ENGIE’s challenges and ambitions in this area are reflected in then presented to the Board of Directors’ Ethics, Environment
the Group’s environmental policy (available on the ENGIE and Sustainable Development Committee. This report is
website) and in the performance indicators deployed across supplemented by BUs’ own reports and letters of environmental
all its activities. The challenges also include the risks compliance, as well as the results of environmental audits
identified in the environmental vigilance plan. A team in ordered by the Executive Committee.
charge of analysis and coordination is specifically dedicated
3.5.1 Legal and regulatory framework

The Group actively monitors regulatory developments (set out international climate agreement to limit the global
in Chapter 2 “Risk factors and controls”), stating its positions temperature rise to 2°C. It also pledged to support the more
while they are being prepared and applying the new rules widespread application of regulations on carbon pricing,
as soon as they are published. In particular, the Group which would be a price signal for investment in low-carbon
has been calling for the harmonization of international technologies and an incentive to reduce greenhouse gas
regulations and greater integration between the various emissions. To this end, the Group plays an active role in the
environmental and energy policies. In the run-up to COP21, CPLC (Carbon Pricing Leadership Coalition).
the Group strongly pledged to support an ambitious
3.5.2 Environmental management

At the end of 2020, the entities that had implemented an certification is assessed locally with regard to local economic
Environmental Management System (EMS) accounted for conditions and benefits.
75.7% of relevant revenue (1). The need to obtain external EMS
(1) Relevant revenue excludes revenue generated by activities not considered pertinent in terms of environmental impact (services, trading,
sales, activities, etc.)

Percentage of relevant revenue covered
Indicator title ENGIE 2020 ENGIE 2019 ENGIE 2018

By an EMAS certification 3.72% 3.09% 2.42%
By an ISO 14001 (non-EMAS) certification 57.25% 59.09% 65.99%
By another external EMS certification 2.80% 2.90% 2.15%
TOTAL EXTERNAL CERTIFICATIONS 63.77% 65.08% 70.57%
By an internal certification (but not by a certified EMS) 11.92% 7.36% 9.73%
TOTAL INTERNAL AND EXTERNAL EMS 75.68% 72.43% 80.30%
When the implementation of a certified or registered own management system standard. When an internal or
management system is not economically justified, entities are external EMS is implemented, employees take part in
encouraged to define an internal management system awareness and training sessions relating to the environmental
ensuring concern for the environment in carrying out their issues they encounter at their sites so that they adopt the
activities. As a result, some Group entities have defined their EMS and make it their own.
3.5.3 Performance control and measurement systems, a prerequisite

for environmental responsibility
To monitor the implementation of its environmental policy, Environmental reporting is closely tied to operational
control environmental risks and encourage the communication performance reporting, thus becoming a management tool.
of its environmental performance to stakeholders, ENGIE The Group’s Executive Committee transmits this goal of making
implements a specific reporting system that goes beyond the environmental concerns an integral part of management
requirements of French law and which takes into account the responsibilities.
Global Reporting Initiative (GRI) recommendations. A system of letters for environmental compliance ensures
operational management involvement.
Methodological elements
ENGIE conducts its environmental reporting using a dedicated they are extrapolated on the basis of the main activity
tool that allows data to be reported following a defined (e.g., energy production for a power plant) and historical data.
methodology. This tool, called EARTH, is an environmental For acquisitions made during the year, it may happen that their
reporting IT solution used to manage the network of environmental management system is not sufficiently mature to
environmental correspondents and coordinators; to handle meet all the environmental indicators. In this case, the missing
the management and documentation of the scope of indicators are extrapolated on the basis of the main activity and
environmental reporting; to manage data entry, monitoring indicators available in entities with a similar technical profile. A
and consolidation of indicators; to draft reports; and to correction of these extrapolated values can be made a posteriori
provide the documentation necessary for producing and the following year, at the end of the first full fiscal year.
collecting data (reporting procedures and instructions). To calculate environmental management indicators such as
EARTH is deployed in each of the BUs and thus covers the the “share of relevant revenue covered by an environmental
entire ENGIE organization. certification, an environmental crisis management plan, etc.”,
The legal entities included in the reporting scope are those the relevant revenue is estimated for each legal entity. To
whose operations are relevant in terms of environmental obtain the relevant revenue, operations regarded as “not
impact and that are consolidated fully or proportionately relevant in terms of environmental impact” (e.g. trading,
under the rules of financial consolidation (IFRS). Legal entities finance and engineering) are stripped out of the consolidated
solely engaged in energy trading, financial activities or revenue figure for each legal entity.
engineering are excluded. The selected entities report on the The environmental data reporting procedures encompass
performance and impacts of the industrial facilities over general procedures defined as standard guidelines to be
which they have technical operational control, including implemented at the appropriate levels of the reporting process.
facilities operated on behalf of third parties. Legal entities Procedures and guidelines are rolled out Group-wide via a
consolidated at equity are excluded. network of duly mandated environmental contacts and
Thus, in accordance with the rules of financial consolidation, coordinators. These procedures and guidelines at Group and BU
100% of the impact data collected is consolidated when the level describe in detail the environmental data collection,
entities are fully consolidated. For entities proportionately control, consolidation, validation and transmission phases at
consolidated, the environmental impact data are consolidated the different levels of the organization, as well as the rules for
in proportion to the Group’s consolidation rate provided that defining the scope of consolidation. They include technical
it has 100% technical operational control or that, as a documents that provide methodological guidelines for the
minimum, this is shared with other shareholders. calculation of some specific indicators. Depending on its
activities, each entity is assigned a profile that determines the
For disposals occurring during the year, the entities concerned
indicators to answer. The list of the entities included in the
complete the environmental questionnaire with the data
scope of environmental reporting is approved by each BU.
available as of the last day of the month preceding the disposal.
If it is not possible to collect all the environmental indicators,

The definitions of the indicators used to measure the Brazil, Asia Pacific, Middle East, South and Central Asia, and
environmental performance of Group businesses have been Turkey, Benelux, North, South and Eastern Europe, UK,
revised based on comments made by the Statutory Auditors. France BtoB, France Networks, and France Renewable
They also take into account the comments by line managers Energy;
represented in dedicated work groups. All the documentation • for the sake of consistency, the factor for converting
is available from the Group upon request (CSR Department). thermal energy produced (GWhth) into electric power
Previously, ENGIE used to provide a “coverage rate” for each (GWhe) is set at 0.44 for all Group power generation
indicator published, corresponding to the response rate businesses and at 0.25 for incinerators;
obtained from all the entities surveyed. Thanks to the • significant environmental impacts resulting from
implementation of the new EARTH reporting tool, the subcontractors during services performed at one of the
coverage rate is now 100% for all indicators. Group’s facilities must be included in the Group’s impacts
The following points should be noted with regard to the data except when a specific contractual clause provides that a
published in this report: subcontractor is liable for impacts generated at the site
while providing the service. Data provided by
• the reliability of the scope of environmental reporting is a
subcontractors is not subject to systematic internal
priority for ENGIE, which is evolving in an international
verification before being included in Group data and is the
context of business disposals and acquisitions. Before
responsibility of the subcontractors alone. Regulations and
every reporting campaign, the financial scope for
legal obligations related to the environment may differ
consolidation is compared against the information fed back
from one country to another, and certain data may thus be
by the BU’s environmental managers in order to check
sometimes more difficult to gather;
which industrial entities contributing to EARTH report to
which financial entities; • the energy efficiency indicator covers fossil fuel and
biofuel power plants. It also includes heat supplied by third
• for facilities burning natural gas that do not have
parties;
automated measurement systems, default emission factors
for SOx and fine particle emissions have been set up • ENGIE operates hydraulic installations, some of which have
(factors recommended by the EMEP, the European water tanks. Given the difficulties in modeling the
Monitoring and Evaluation Programme); evaporation of each site, the evaporated water is not yet
included in environmental reporting;
• since 2007, ENGIE has been a signatory to the CEO Water
Mandate, thus demonstrating its commitment to the • NOx, SOx and fine particulate matters emissions are
preservation of water resources. The water indicators are calculated locally on the basis of measurements. As of this
consistent with the GRI indicators in 2011 and fall into four year, if discontinuous measurements are carried out on a
categories: withdrawal, discharge, consumption, reuse/ site, an average of the measurements over the last five
recycling. Since 2015, the materiality of the water years is taken where possible. This methodological change,
indicators published has been reviewed and the Statutory which avoids inconsistencies due to one-off measurements,
Auditors verify the inputs, outputs and consumption of has notably led to a 3% increase in NOx emissions in 2019.
fresh and non-fresh water; When it is not possible to measure these emissions, a
calculation method is provided for NOx emissions and
• as it is concerned about what becomes of the waste
standard emission factors based on fuel consumption are
generated by its activities, the Group has indicators on the
used for SOx and fine particles. These emission factors are
production and recovery of the waste generated by its
taken from the US Environmental Protection Agency (US
activities. These are based on definitions of waste and
EPA) standards;
recovery established by local regulations. To avoid
erroneous data about stock, only the tonnages taken away • ENGIE carries out residual gas recovery services for its
and weighed on site are reported as disposed of. The steel producing customer ArcelorMittal. This service allows
tonnages that must be reported are wet or dry, depending ArcelorMittal to meet the majority of its electricity needs
on the way they are disposed of: if the waste disposed of and thus reduce its GHG emissions by avoiding a high level
was wet, the reported tonnages are wet and the converse of energy use by the network. When analyzing the GHG
for dry waste. As an exception, if the waste is permanently emissions relating to these services, ENGIE has noted that
stored on site, the associated dry tonnages must also be 100% of the emissions relate to the steel manufacturing
reported as disposed of. In the latter case, the waste is process. At the end of this process, regulations require that
never recovered. Waste generated by the construction or steel producers burn residual gases, generally through
dismantling of plant and equipment, by the repowering or flaring. ENGIE only intervenes in this process to extract
upgrading of facilities, and by soil rehabilitation, are not energy that would otherwise have been lost to flaring, by
covered by the indicators for waste generated by activities; taking over for ArcelorMittal in the burning of the residual
gases, but without generating additional GHG emissions.
• CO2 emissions from the combustion of fossil fuels were
This is why ArcelorMittal’s reporting methodology includes
calculated based on the most recent emission factors
direct emissions from the external plants to which the
published by the IPCC (IPCC Guidelines for National GHG
residual gases are delivered for recovery. This state of
Inventories, Vol. 2 Energy – 2006). However, the emission
affairs is confirmed by the 2019 French law on climate and
factors for coal can vary greatly depending on the
energy and the related decrees which set the greenhouse
provenance. For this reason, each reporting entity
gas emissions ceiling for fossil-fueled power plants. Decree
consuming coal provides a locally calculated emissions
No. 2019-1467 of December 26, 2019 states that
factor. This is also the case for alternative fuels for which it
“Emissions from waste gases used in electricity generation
is not possible to use standard emission factors;
facilities are not recognized.” As a result, ENGIE now
• The global warming potential (GWP) compares the warming excludes these GHG emissions from its Scope 1 (-6.7 Mt in
capacity of the various greenhouse gases to CO2. The GWP 2020) and has restated data for 2018 and 2019 for
used to convert the Group’s greenhouse gas (GHG) consistency purposes (-8.53 Mt in 2018 and -8.9 Mt in
emissions to CO2 equivalent are the latest GWP published 2019). As these are residual gases and not fuel with a
by the IPCC (5th Assessment Report – 2014), considered on supply chain, ENGIE does not include emissions from an
a 100-year scale; upstream fuel chain in its Scope 3. With the exception of
• specific GHG emissions from energy generation in kg CO2 GHG emissions related to the combustion of steel gases, all
eq./MWh are calculated for the BUs where this is a main environmental indicators for these entities are included in
activity: Generation Europe, North America, Latin America, the consolidated data;

• In 2018, Glow’s power plants in Thailand were sold to • the methodology for calculating the “Purchases of goods
Global Power Synergy Public Company Ltd. (GPSC). These and services” item in “Other indirect GHG emissions” was
power plants were initially set to exit the scope by the end reviewed in 2020. On the one hand, purchasing sub-
of 2018, but remained within ENGIE’s scope until March 18, categories have been created to calculate more precisely
2019 for administrative reasons. For the sake of the GHG emissions associated with purchases. On the other
consistency, 2019 values were corrected to take this hand, the volume of expenditures not yet categorized has
activity into account. This mainly included fuel been taken into account by extrapolating the nature of
consumption, 1.8 Mt of direct GHG emissions and energy these expenditures on the basis of the volume already
production. Other indicators (management, waste, air, categorized. This extrapolation made it possible to estimate
water) were estimated based on 2019 production and data the GHG emissions associated with this volume of
collected in 2018. Two other smaller entities, Viking Energy expenses not yet categorized. The 2018 and 2019 data
of Lincoln and Viking Energy of McBain, were reintegrated have been restated for consistency.
for the same reason in the same manner;
3.5.4 Group actions
3.5.4.1 Climate change
Direct emissions
Information presented in this section and in Section 2.2.2 This excellent result reflects the Group’s desire to follow an
“Climate change” reflects the financial risks associated with emissions trajectory compatible with the Paris Agreement’s
the effects of climate change and the measures taken by the objective of not exceeding +2°C by 2050, which corresponds
company to mitigate them by implementing a low carbon to an 85% reduction in its direct emissions by 2050 compared
strategy in all areas of its business as required by Article to 2012, total disengagement from coal, and growth in green
L.225-37 of the French Commercial Code. energy (renewable electricity and biogas).
By developing a low carbon (1) energy mix and through its In addition, the Group supports TCFD’s (Task Force on
energy efficiency activities, the Group has put energy Climate-related Financial Disclosures) recommendations for
transition and the fight against climate change at the heart of greater transparency on the risks and opportunities related to
its strategic focus. ENGIE is further increasing its the impacts of climate change, monitors issuer-investor work
decarbonization efforts: the emission rate at the end of 2020 and prepares a plan to implement these recommendations.
was 212.5g CO2eq./kWh, down 3.4% compared to 2019, and The Group publishes its Scope 1, 2 and 3 (main items)
down 52% compared to 2012, i.e. well in excess of its 2020 emissions and answers the CDP (formerly Carbon Disclosure
target of 20%. The Group’s absolute direct CO2 eq. emissions Project) questionnaire each year.
fell by more than 12.2 million tons in one year, from
46.2 tons to 38.6 million tons, a 16.5% reduction.

Total direct GHG emissions – Scope 1 □□ 38,589,016 t CO₂ eq. 46,188,978 t CO₂ eq. 57,205,670 t CO₂ eq.
of which emissions from energy production 36,396,271 t CO₂ eq. 43,724,817 t CO₂ eq. 54,696,246 t CO₂ eq.
of which CH4 emissions 1,516,355 t CO₂ eq. 1,726,874 t CO₂ eq. 1,830,192 t CO₂ eq.
GHG emissions per business unit 212.5 kg CO₂ eq./MWheq. 220.0 kg CO₂ eq./MWheq. 284.1 kg CO₂ eq./MWheq.
– energy generation
– gas storage
– gas transportation (excluding via LNG tanker)
– LNG terminals
– gas distribution
□□ Verified by the Statutory Auditors with “reasonable” assurance for 2020
Adaptation through anticipation of the negative impacts of progressive phenomena such as rising sea levels, rising
climate change is key to making ENGIE’s infrastructure and temperatures, etc.). The risks generated by climate change are
activities more resistant to natural hazards (more extreme varied and include physical risks, risks of disruption to value
events such as floods and droughts, etc. and other more chains, reputational risks and regulatory risks.
(1) The share of energy production from non-fossil sources has increased by 60.8% in six years, from 31.6% to 50.8% in 2020

ENGIE is implementing practical measures to guard against Indirect emissions

this set of risks, including the construction of a perimeter wall
The Group’s approach to GHG emissions accounting and
to tackle the risk of exceptionally heavy flooding at the
reporting is based on the GHG Protocol Corporate Standards
Tihange site in Belgium, a vegetation project to prevent soil
(for companies) and the ISO 14064 standard (supplemented
erosion in the event of storms in Mexico, the digging of
by ISO 14069). These standards constitute an internationally
ditches and a reservoir to deal with the risk of flooding at the
recognized reference framework. For the purposes of
Capel Grange solar park in England, etc.
consistency with the other environmental information
The Group has also established methods to help its various published, the “Scope 2” and “Scope 3” emissions listed below
sites to draw up adaptation action plans. The use of tools, do not include those of the water and waste management
such as Aqueduct software, helps the Group to identify local- businesses of SUEZ.
scale risks and enables it to identify adaptation strategies
ENGIE has analyzed the various categories of emissions in
tailored to the problems and features of each site.
order to identify and quantify the most pertinent categories.
Adapting to climate brings multiple beneficial effects for The following categories have been identified and quantified
ENGIE: anticipating risks enables it to manage its assets to date.
better, cut costs and expand its market to new products and
services.

Indirect emissions related to energy (“Scope 2”) 2,330,625 t CO₂ eq. 2,534,464 t CO₂ eq. 2,912,586 t CO₂ eq.
Indirect emissions related to power consumption* 1,215,892 t CO₂ eq. 1,454,795 t CO₂ eq. 1,853,696 t CO₂ eq.
Indirect emissions related to the consumption 1,114,733 t CO₂ eq. 1,079,669 t CO₂ eq. 1,058,890 t CO₂ eq.
of steam, heating or cooling*
Other indirect GHG emissions (“Scope 3”) 134,001,032 t CO₂ eq. 133,601,446 t CO₂ eq. 139,222,319 t CO₂ eq.
Upstream fuel chain (energy-related emissions not 19,684,560 t CO₂ eq. 20,467,749 t CO₂ eq. 21,889,235 t CO₂ eq.
included in the “direct GHG emissions” and “indirect
energy-related GHG emissions” categories)
Investments (GHG emissions from power plants 31,105,244 t CO₂ eq. 31,127,157 t CO₂ eq. 30,869,952 t CO₂ eq.
consolidated under the equity method)
Use of products sold (fuel sales to third parties) 61,496,829 t CO₂ eq. 60,882,185 t CO₂ eq. 61,968,404 t CO₂ eq.
Purchased products and services 18,572,190 t CO₂ eq. 17,762,429 t CO₂ eq. 21,670,364 t CO₂ eq.
Capital equipment 3,142,210 t CO₂ eq. 3,361,926 t CO₂ eq. 2,824,365 t CO₂ eq.
* The electricity and thermal energy consumption used to calculate this data is subject to verification by the Statutory Auditors with
“reasonable” assurance for the financial year 2020 (see Section 3.11)
3.5.4.2 Renewable energy

The strengthening of the Group’s capacity in renewable renewable energy accounted for close to 17.3 GW of installed
energy has continued, for both electricity and heat generation electric equivalent, representing 28.4% of the total capacity
and, in the case of biogas, for transportation. In 2020, directly operated by the Group.

Renewable – Net installed power 17,289 MWeeq. 16,315 MWeeq. 14,799 MWeeq.
(electric and thermal) □□
Share of renewable resources in installed capacity* 28.4% 24.6% 23.9%
Renewable – Electricity and heat produced □□ 55,442 GWheeq. 61,556 GWheeq. 57,069 GWheeq.
Energy produced – share of large hydropower 64.0% 71.8% 77.4%
Energy produced – share of small hydropower 1.7% 1.4% 1.7%
Energy produced – share of wind 18.1% 12.3% 6.2%
Energy produced – share of geothermal 0.26% 0.23% 0.23%
Energy produced – share of solar 5.1% 3.2% 2.5%
Energy produced – share of biomass and biogas 10.9% 11.1% 11.9%
* These capacities correspond to the scope of the environmental reporting specified in Section 3.5.3 (excluding equity-accounted and non-
controlled facilities)

3.5.4.3 Energy efficiency

For electricity-generating facilities, energy performance is optimize its energy efficiency and, hence, consumption of raw
directly connected to the site’s efficiency which influences its materials. For example, the replacement of older turbines or
profitability. Measures taken to improve the generation fleet, boilers with recent models has an immediate positive impact
and which are compliant with environmental regulations and on a facility’s energy efficiency.
the constraints of the electricity market, have helped

Primary energy consumption – total 284,571 GWh 342,564 GWh 330,440 GWh
(excluding own consumption) □□
Share of coal/lignite 10.13% 12.05% 20.90%
Share of natural gas 46.19% 42.31% 44.59%
Share of fuel oil (heavy and light) 0.71% 0.70% 0.74%
Share of uranium 33.59% 35.85% 24.50%
Share of biomass and biogas 5.68% 5.57% 5.71%
Share of other fuels 3.37% 3.23% 3.28%
Share of fuel in transport 0.32% 0.30% 0.29%
Electricity and thermal energy consumption 8,697 GWheeq. 9,244 GWheeq. 10,362 GWheeq.
(excluding own consumption) □□
Energy efficiency of fossil fuel plants 45.1% 45.0% 44.2%
(including biomass/biogas) □□
□□ Verified by the Statutory Auditors with “reasonable” assurance for 2020 (see Section 3.11)
3.5.4.4 Nuclear energy

Maintaining a very high level of safety at the seven nuclear which is responsible for the management of radioactive
reactors operated by ENGIE is a key priority for the Group. waste from nuclear power plants. Each plant also publishes
ENGIE also attaches great importance to limiting the an annual environmental on the Electrabel website.
environmental impact of these facilities (e.g. waste, emissions). Provisions for the downstream portion of the nuclear fuel
Concerning waste from nuclear power plants, particularly cycle (operations relating to fuel after its use in a nuclear
radioactive waste, is monitored by Electrabel, but also by reactor) and for the costs of decommissioning nuclear power
ONDRAF (the national body for radioactive waste and plants after they are shut down, are shown in 19 to
enriched fissile materials) and its subsidiary Belgoprocess, Section 6.2.2 “Notes to the consolidated financial statements”.

Radioactive gas emissions
Rare gases 47.3 TBq 35.1 TBq 54.4 TBq
Iodines 0.04 GBq 0.02 GBq 0.03 GBq
Aerosols 0.25 GBq 0.26 GBq 0.26 GBq
Radioactive nuclear waste (low and medium level) 225 m³ 149 m³ 204 m³
Radioactive liquid wastes
Beta and Gamma emitters 16.50 GBq 17.21 GBq 22.77 GBq
Tritium 86.50 GBq 65.07 GBq 84.82 GBq
The risk factors relating to nuclear power are presented in Section 2.2.5 “Industrial Risks”.
3.5.4.5 Water
As a committed player in water management, ENGIE is taking and the Aqueduct tool (World Resource Institute). In 2020,
part in the current debate over corporate risk disclosure and 40 sites were located in areas with extremely high water
water stewardship, alongside organizations such as the CEO stress (5.9% of sites excluding solar and wind), for which
Water Mandate of the UN Global Compact and the OECD. These action plans have been finalized and are being implemented.
initiatives have led to a homogenization of the definition and The impact of water stress is relative, however, as it depends
implementation of water stewardship. The Group has two water- on the site’s activity and fresh water needs. Only six out of
related objectives for 2020: one involves the implementation of the 40 sites have substantial freshwater requirements (more
concerted local action plans for sites in areas with extremely than 100,000 m3/year). For the others, the challenge is rather
high water stress, and the other involves reducing freshwater how to indirectly help to preserve water resources, for
withdrawals across the Group. In 2020, ENGIE was awarded an example by proposing the reuse of the water by other
A- rating by the CDP Water Disclosure program, representing a entities in the drainage basin. As of 2013, the Group has
marked improvement compared with 2019. calculated the water footprint in the life cycle analysis of
Each year, as part of the optimization of its energy 1 kWh of electricity, and of 1 kWh of gas in 2016. All of the
production, ENGIE assesses the risk of water stress for the Group’s initiatives have resulted in a 71.5% reduction in
Group’s industrial sites using the Baseline Water Stress Index freshwater withdrawals from its power generation business
since 2012.


Fresh water
Total withdrawal 2,088 Mm³ 2,814 Mm³ 2,717 Mm³
Total discharge 2,036 Mm³ 2,743 Mm³ 2,642 Mm³
Non-fresh water
Total withdrawal 5,195 Mm³ 6,003 Mm³ 7,603 Mm³
Total discharge 5,169 Mm³ 5,979 Mm³ 7,594 Mm³
Total consumption 76.8 Mm³ 94.5 Mm³ 85.1 Mm³
3.5.4.6 Waste
In January 2014, ENGIE took the recommendations of an solutions, even though some of these channels remain
internal audit on waste management and incorporated them dependent on market opportunities governed by the laws of
into its environmental policy released in 2017. Its chief aim supply and demand.
was to reduce the quantities of waste it produces and to Food waste and associated waste only relate to group
increase its rate of waste recovery. catering for employees. In this area, ENGIE selects
These efforts have led to a recovery rate of 76.1% for non- subcontractors that include missing space measures against
hazardous waste and 30.2% for hazardous waste in 2020. The food waste in their specifications.
Group’s industrial sites actively seek local waste recovery

Total quantity of non-hazardous waste and by- 3,333,317 t 3,440,451 t 2,535,782 t
products discharged (including sludge)
Fly ash, refioms (residues from the purification 1,583,111 t 1,719,517 t 1,509,757 t
of incineration fumes from household waste)
Ash, bottom ash 1,280,439 t 1,047,170 t 638,364 t
Desulfurization by-products 66,332 t 120,365 t 180,478 t
Sludge 21,860 t 19,316 t 19,500 t
Driftwood 12,970 t 5,305 t 8,888 t
Total quantity of non-hazardous waste 2,537,618 t 2,352,561 t 2,159,142 t
and by-products recovered (including sludge)
Total quantity of hazardous waste and by products 38,139 t 52,524 t 40,371 t
discharged (including sludge and excluding radioactive
waste) □□
Total quantity of hazardous waste and by products 11,511 t 16,291 t 11,919 t
recovered (including sludge and excluding radioactive
waste) □□
3.5.4.7 Atmospheric pollutants

ENGIE uses a wide range of techniques to further reduce its (secondary treatment) to control nitrogen oxides; and
emissions: reduction at the source using a tailored energy choosing fuels with very low sulfur content to reduce sulfur
mix; optimization of combustion and treatment of fumes; dioxide emissions. A strong improvement was observed in
filters or water injection to reduce fine particle emissions; 2019 thanks to the reorientation of ENGIE’s production assets
installation of low-NOx burners or use of urea injection portfolio.

NOx emissions 47,538 t 52,799 t 60,355 t
SO2 emissions 119,584 t 124,276 t 118,291 t
Fine particle emissions 4,406 t 4,662 t 4,791 t

3.5.4.8 Management of biodiversity

Biodiversity (fauna, flora) is a natural heritage essential to As part of a voluntary initiative, which was recognized at the
human health and well-being. ENGIE depends on it also end of 2012 by the French government as part of the
depends on it through its use of biomass resources and water National biodiversity strategy, the Group has defined a
and climate regulation provided by biodiversity. targeted action plane (1) for each of its priority sites in Europe
Biodiversity is threatened by climate change, pollution, habitat designed to address the biodiversity protection issues
modification, invasion of exotic species and overexploitation identified at the site and/or by local stakeholders, based on
of resources. Fragmentation and disturbance of habitats caused the site’s activity.
by the territorial of our sites and soil sealing are the main Since 2016, biodiversity action plans have been incorporated
impact of the main impact of ENGIE's activities on biodiversity. into a more comprehensive approach to integrated and
In order to contribute to biodiversity protection and to concerted environmental management at site level for all the
mitigate its impact under the “prevent, reduce, offset” Group entities, but the method of identifying sites for
process, the Group has been committed since 2010 to biodiversity remains unchanged.
integrating biodiversity into its strategy and activities. In 2018, the Group also strengthened its international
Examples of objectives and actions carried out by the Group commitments by joining the “act4nature” initiative. The
include the restoration of natural habitat (hedges, grassy individual commitments made in this area were largely
strips, wetlands), the reduction of the impact of wind turbines achieved. Among the measures completed it is worth noting:
on wildlife, the installation of fish ladders at dams, ensuring the constant increase in the number of participants in the
that gas-grid easements contribute to ecological continuity, network of experts, the introduction of an integrated
and applying differentiated landscaping to green spaces. biodiversity assessment tool (IBAT), and the publication of an
internal brochure covering biodiversity. Further information
In pursuit of its commitment to biodiversity, the Group relies
is available on the website.
on the skills and expertise of its two partners: the French
committee of the IUCN (International Union for Conservation In 2020, the Group renewed its two commitments in terms of
of Nature) and France Nature Environnement. biodiversity via the “act4nature international initiative” and
“Entreprises engagées pour la nature-act4nature France”.
3.5.4.9 Active prevention of environmental risks

The management of industrial, health and environmental risks has two components: risk prevention and crisis management.

% of relevant revenue covered by an environmental 82.7% 81.2% 87.6%
risk prevention plan
% of relevant revenue covered by an environmental 88.4% 86.1% 88.4%
crisis management plan
The six complaints registered in 2020 did not give rise to an In France, at the site of the Plateau de la Motte solar farm,
obligation to pay compensation. They all originate from deforestation operations encroached on protected woodland
surrounding neighborhoods and are exclusively related to the reserves and resulted in a criminal transaction of €14,000
stromboscopic effect of wind turbines. The Group actively with the DRAAF (the French Regional Directorate of
monitors these data and implements actions to further reduce Agriculture and Forestry).
this nuisance. In 2020, environmental expenses (investments and current
In September 2019, a leakage of 5.4 kg of SF6, a greenhouse operating expenses related to environmental preservation)
gas, was recorded at the Bergum power plant in the amounted to more than €553 million.
Netherlands. Following the disclosure of this leak to the
authorities by ENGIE, a police investigation is underway to
determine its source.

Environment-related complaints 6 10 24
Environment-related convictions 2 1 0
Amount of compensation (in € thousands) 14 13 0
Environmental expenditure (in € thousands) 553,019 466,365 406,428
3.5.4.10 Noise pollution

Any industrial activity is a source of noise pollution. In order containment, etc.). For more recent projects, reducing this
to reduce these impacts, Group entities conduct regular potential form of noise pollution is directly integrated into
soundproofing work (acoustic cladding, noise barriers, the design.
(1) A targeted action plan must combine and detail all the measures taken to preserve or restore biodiversity locally. See the note on
methodology in Section 3.5.3 for more details

3.6 Societal information
For its renewable energy projects, particularly onshore wind there is an obvious visual impact. By way of illustration, in
and solar power, ENGIE conducts impact studies and offers France, ENGIE has partnered with the “Respect” project
support measures to prevent, reduce or offset any noise or launched as part of the offshore wind project in the city of
visual impact. Examples of such actions include defining and Tréport and on the islands of Yeu and Noirmoutier. The aim is
implementing turbine restrictions (stoppage or reduced power to improve understanding of the biological impact related to
at key times and/or under certain wind conditions), the noise footprint of projects and reduce this by developing
conducting specific actions with builders to reduce the sound appropriate technology. The results were integrated into the
power of machines, seeking better harmonization with the impact studies and made it possible to obtain prefectural
landscape during the design and, after construction, initiating authorization in October 2018.
planting and vegetation schemes on sites or for neighbors if
3.5.4.11 Land use

Protection of soil and groundwater is an integral part of the Gas pipelines account for the largest amount of land use by
Group’s environmental policy. The environmental consequences ENGIE. As the gas lines are buried, they do not break up
of soil pollution can be significant, as can the costs of natural habitats, but may nevertheless generate land-use
subsequent remedial measures. It is therefore important to conflicts. GRTgaz has therefore established amicable
prevent this risk and to hedge it with financial provisions. easement agreements in France with all the owners of the
These amounted to €1.125 billion in 2020 and concerned site land crossed, following consultation periods (the signing rate
rehabilitation, decommissioning of non-nuclear facilities and for amicable agreements is regularly >90% for projects).
scheduled product elimination. In this area, ENGIE complies These agreements define land usage restrictions for the
with the regulations in each of the countries in which the owners (prohibition on building in pipeline locations and
Group operates. planting vegetation higher than 2.70 m) in exchange for
For example, a soil pollution survey was carried out at compensation. More specific work is carried out with the
several power plant sites in Belgium. Risks were assessed in agricultural industry to preserve land use for farmers as part
conjunction with the appropriate environmental authorities of their professional activity.
and a remediation program was implemented. For the development of new wind and photovoltaic
ENGIE owns a number of former gasworks. These sites may renewable energy production sites, the choice of the site is
be affected by oil, heavy metals and other volatile substances paramount. The arable nature of the land is an essential
that can adversely affect health. As a result, they must be element taken into account very early in the project to avoid
repaired before reuse. In 1996, a ten-year plan was agreed any subsequent conflict. In France, calls for tenders for
via a memorandum between Gaz de France and the French photovoltaic power plants are made under the aegis of the
government to rehabilitate these sites, which have been French Energy Regulatory Commission. Proposing a site on
compatible with their use from a health perspective since arable land causes valuable points to be lost in tenders and
2007. When these former sites are sold, ENGIE is committed this is another reason for selecting other types of land. For
to ensuring that the buyer’s project is compatible with the wind farms, development on arable land is possible provided
environmental and industrial liabilities of the site and that that an assessment is carried out before and after the project
the risk to the environment and residents is effectively by an independent agricultural expert. This allows for fair
managed. At all its sites, the Group monitors the soil and compensation to be paid to owners or farmers for the use of
groundwater, in accordance with its operating permits, in these lands.
order to prevent pollution. In France, for example, in August 2020, in the Kastellin
Moreover, in order to more firmly anchor its presence in the (Finistère) biogas production plant of ENGIE Bioz Services – a
regions, ENGIE has established a structured system of dialogue 100% subsidiary of ENGIE, an operating incident caused an
with its stakeholders, pursuant to the main international overflow of a tank of digestates, which are the residues
standards (AA1000, ISO 26000, the Global Compact principles, resulting from the methanization of organic matter. These
and OECD guidelines). This system is based on regular digestates have polluted in a nearby river with ammonia and
meetings with NGOs and non-profit associations, and on the caused drinking water restrictions in Châteaulin (France) and
development of long-term partnerships in connection with its surroundings for a few days. After analysis of the
ENGIE’s activities. The dialogue is defined at Group level and accidental causes, ENGIE has taken the appropriate measures
then rolled out to each BU according to specific local to prevent this incident from happening again. These
requirements in terms of issues, activities and regulations. measures concern the follow-up by thermal camera of the
As part of these new CSR objectives, ENGIE aims to cover 100% incoming organic materials to avoid any accidental heating,
of its industrial activities with an appropriate dialogue and the sealing of the rainwater basin, the removal of the
consultation mechanism by 2020. automatic pumping device for discharge into the outside
environment and the installation of a safety system at the
level of the liquid digestate recovery tank. These measures
have made it possible to envisage a restart of the installation.

The responsible growth model developed by ENGIE is based on a structured dialogue adapted to all stakeholders of the Group's
activities promoting co-construction for the creation of shared value and with a view to optimizing the business.

3.6.1 Dialogue with stakeholders and partnerships

ENGIE maintains an ongoing and proactive dialogue with all 2020 was devoted to setting up various spaces for dialogue: a
stakeholders around its industrial activities. Based on existing Stakeholders Committee in charge of challenging the Group’s
approaches, the Group supports its operating entities in strategy, and an access space made up of members of civil
deepening and structuring their practices, from the society, companies and local authorities, in charge of
implementation of dialogue strategies to their operational supporting sensitive projects.
deployment in the project teams. This culture of listening and dialogue is extended through
The support is based on a Group methodology which is societal and environmental partnerships with, in particular,
adapted to the strategic, technical and geographical France Nature Environnement, Emmaüs and the ONE (Ocean
specificities of the operational activities. It is based on Nature and Environment) Foundation.
international standards such as ISO 26000, AA1000, IFC At the international level, ENGIE is a member of the United
(International Finance Corporation, World Bank) and the Nations Global Compact in the Global Compact Advanced
Equator Principles. category.
On the one hand, it consists of raising awareness and training This culture of listening and dialogue was implemented when,
of employees in the structuring of dialogue with stakeholders in France, in 2017, ENGIE started building a new propane
in connection with the Group's training entity, ENGIE supply station in the city of Ajaccio (Corsica).
University. On the other hand, the methodology consists of
Prior to the launch of the construction site, the Group
technical support for the implementation of dialogue action
endeavored to meet with local environmental associations as
plans adapted to the challenges and expectations of the
well as local residents such as the hospital and residents
territories.
living near the site. In addition to the information meetings
The goal is to optimize performance and increase value set up by the project to inform local residents about the
creation by deepening the ownership of the Group's activities progress of activities, the CSR manager is in constant contact
by its beneficiaries. with local residents to discuss any questions they may have.
The Group achieved its 2020 target of covering 100% of its In addition, the project will offset the environmental impact
industrial activities by means of an appropriate dialogue and of its 2 ha industrial site on a 20 ha natural site for 30 years.
consultation mechanism which aims to strengthen the The project has delegated its management to the
sustainability of its activities. Conservatoire des espaces naturels de la Corse (Corsican
Natural Spaces Conservatory), which can thus study the
evolution and dynamics of the local fauna and flora
populations in partnership with the University of Corsica.
3.6.2 Combating fuel poverty
3.6.2.1 Fuel poverty of individual customers

In 2020, ENGIE continued to support the Fonds de Solidarité ENGIE has created a network of mediation partners with over
pour le Logement (French solidarity housing fund), providing 120 customer assistance centers throughout the country as
€6 million. In 2020, around 70,000 of ENGIE’s retail of the end of 2020. Mediators at these associations, who are
customers benefited from these departmental council trained by ENGIE, talk to customers facing payment
subsidies. difficulties, help them to understand their bills, give them
advice on their energy spending and can help them to set up
structured payment plans or direct them towards social
services to apply for assistance.
3.6.2.2 The environmental and social fund “ENGIE Rassembleurs d’Énergies”

The Group supports social enterprise and disadvantaged and indirect jobs, with a strong focus on the empowerment of
populations through the social and environmental fund, women. 21,000 employees invested part of their savings in
ENGIE Rassembleurs d’Énergies. ENGIE invests in social the ENGIE Rassembleurs d’Énergies solidarity mutual fund
enterprises promoting shared and sustainable growth for all (FCPE), thus giving meaning to their savings with a direct
based on clean, affordable energy and on innovative business connection to their occupation.
models linked to the Group’s operating entities. The 19 active companies in the portfolio operate on four
The fund is utilized for various themes which all combine continents (Europe, Africa, Asia and Latin America) and in
financial performance and a strong social and environmental around 20 countries. These companies cover 13 sustainable
impact: individual or collective decentralized solar electrification development goals through a wide range of technologies that
in Latin America, sub-Saharan Africa and India; clean, secure respond to the issue of inclusive growth, in particular through
cooking solutions, particularly biogas solutions in emerging access to sustainable energy and the reduction of fuel
economies; energy efficiency, mainly in social housing in poverty. Through them, Rassembleurs d’Energies seeks to
Europe; and, lastly, the circular economy. The fund thus made both reach vulnerable populations and develop synergies
all of its new investments in this sector in 2020. with the Group entities. In 2020, the fund made a particular
At the end of 2020, the companies in the portfolio had effort to support companies affected by the global health
enabled clean and affordable electrification for more than 5.5 crisis, but nevertheless also finalized two divestments from
million beneficiaries worldwide, in addition to the companies that it had supported since 2013 and 2014. By the
beneficiaries of companies subsequently acquired by the end of 2020, ENGIE Rassembleurs d’Énergies had invested
Group. The companies also created more than 20,000 direct €35 million of equity with a highly selective approach.

3.6.2.3 ENGIE Corporate Foundation

The ENGIE Foundation works on behalf of children, with provide hospitals and care homes with emergency equipment,
access for all to education, sport and culture, for integration followed by operations for vulnerable groups during the
through employment and the fight against poverty, and for “summer of solidarity”, the Foundation launched new
access for all to energy and essential goods, and the initiatives at the end of the year for caregivers and the most
protection of biodiversity. vulnerable groups.
The role of the Foundation, with the commitment of the Key figures of the mobilization of the ENGIE Foundation:
employees of the ENGIE group, is to give a chance to those • more than 200 medical establishments assisted in France,
who do not have one. Belgium, Africa, and Brazil;
To respond to major challenges, the ENGIE Foundation also • 800 computers distributed to young people in France and
provides support for projects related to major causes or Belgium to help them keep up with their education;
emergency missions. • more than 10,000 families helped with food aid in France.
Faced with the unprecedented health situation caused by the In 2020, the ENGIE Foundation supported more than
Covid-19 pandemic, which requires new forms of solidarity to 120 projects which reached more than 480,000 beneficiaries.
be put in place, the Foundation took action throughout 2020
alongside its partners. After the first emergency measures to The ENGIE Foundation renewed its mandate for five years in
October 2020, with an annual endowment of €7,800,000.
3.6.2.4 Other solidarity actions in the context of the Covid-19 pandemic

The Group was fully mobilized to respond to the global health Infectious Diseases in Rome and the Luigi Sacco hospital in
crisis, carrying out essential tasks to maintain the energy Milan) and in France (the Mondor hospital in Créteil). The
supply and services and to ensure the proper functioning of ENGIE Foundation set aside a €500,000 fund for hospitals to
transport and buildings, especially critical buildings such as help purchase respiratory and protective equipment.
hospitals. Many solidarity actions have been implemented to The Group mobilized a budget of €250 million to accelerate
help the medical community, its suppliers and its employees. the payment of its suppliers, SMEs and VSEs, and to help
The ENGIE teams responsible for maintaining heating, strengthen their cash flow at this difficult time.
ventilation and air conditioning facilities in hospitals worked Regarding its employees, the Group decided to accelerate the
more quickly to allow for the rapid provision of additional implementation of a minimum level of social protection for all
beds and resuscitation rooms for Covid-19 patients: for of its employees worldwide (ENGIE Care).
example, in Italy (the Lazzaro Spallanzani National Institute of
3.6.3 Just transition

ENGIE is fully aware of the need to adapt its business model best to capitalise on the site's natural advantages, such as the
to changes in its environment and first and foremost to availability of prime agricultural land, potential tourism
climate change without losing sight of its social responsibility. opportunities or future clean energy production, given its
Adapting the Group's business model cannot be done without proximity to the major power transmission lines supplying
taking into account the social impacts of the transition to a Melbourne and its surroundings.
low-carbon economy. Another example of just transition is the Group's participation
This is the purpose of the just transition that ENGIE is in Chile's plan to phase out coal by 2040. Thus, in 2019, in
promoting and which leads it to manage the restructuring of agreement with the Chilean Ministry of Energy, ENGIE Energia
its activities by striving to make decisions that are as Chile (EECL), a 52.8%-owned subsidiary of the Group in Chile,
satisfactory from an environmental perspective as from a has committed to the closure of six coal units, totaling nearly
social perspective. 800 MW, or more than 50% of its thermal power plant fleet.
For example, following the 2017 closure of the Hazelwood These closures concern units located in northern Chile in the
coal-fired power plant in Australia, ENGIE paid out all Antofagasta region, namely four units in Tocopilla: two units
employee entitlements, participated in government programs (12 and 13 totaling 170 MW) closed in June 2019, two other
to assist in the redeployment of employees and contractors, units (14 and 15 totaling 270 MW) to be closed by the end of
and refocused its community partnerships to support the 2021, and two units in Mejillones (CTM1 and CTM2 totaling
vocational success of young people. 334 MW) closed by 2024.
ENGIE then launched a major rehabilitation project to prepare At the same time, EECL announced the development of
the site and the adjoining mine for future productive uses, a 1,000 MW of renewable capacity, more than a third of which
project that employs up to 400 workers. is currently secured with the launch of three renewable
projects located in the same region of Antofagasta: a 150 MW
This project is progressing with a clear and strong
wind farm in the city of Calama – advanced thanks to an
commitment to local consultation through community forums,
agreement with IDB Invest, which developed an innovative
stakeholder information sessions, media, advertisements, and
financial instrument to monetize avoided GHG emissions, the
public information kiosks. ENGIE has also developed a
Capricornio solar farm (100 MW peak) located 35 km from
Conceptual Master Plan to describe the site's future
the city of Antofagasta and the Tamaya solar farm (120 MW
opportunities. The Group maintains active discussions with
peak) located in the city of Tocopilla.
the Victorian Government and other stakeholders on how

3.7 Purchasing, subcontracting and suppliers
EECL supported all the personnel affected by these closures, These plans have benefited from work carried out with the
with two plans negotiated and implemented with the unions: Antafagosta Labor Observatory through the Catholic
• a social plan to facilitate the retirement or transfer of University of the North and also from multiple collaborations
employees to other positions in the company; with local decision-makers (Chamber of Commerce, Tourism,
Union of Artisanal Fishermen, Municipality of Tocopilla).
• a training and employability plan for the remaining
employees to ensure their internal retraining at the future
production sites mentioned above.
3.7 Purchasing, subcontracting and suppliers

Suppliers and subcontractors represent key stakeholders in — the search for competitive bids and sustainable and
the Group’s value chain. innovative solutions;
The Group’s Purchasing function has defined a clear vision • a Purchasing Governance: document defining Group-wide
organized around the following goals: principles for the management of external expenditure and
• to contribute to the Group’s operational performance by setting out the operating rules for Purchasing. It aims to
putting forward a panel of competitive and differentiated reinforce the separation of tasks between buyers and
suppliers to the operational teams; purchasing advisers, while encouraging their cooperation
when selecting the best offerings.
• to uphold the Group’s commitments to its suppliers;
• to contribute to the Group’s CSR approach and carbon The requirements of these two documents, as well as the
neutrality; Group’s more general requirements, are set out in the
operational processes. These processes cover the management
• to develop key talent and expertise within the Purchasing
of purchasing categories and supplier panels as well as the
sector and promote Purchasing within the Group’s career
stages of purchasing and procurement.
paths.
They include the ethical requirements of: the Ethics Charter,
In order to achieve this ambition, the Purchasing function the Corporate Social Responsibility Policy Global Care, the
relies on a management system structured around: Code of Conduct for Relations with Suppliers, and the Due
• a Purchasing Policy: this public document, which is shared Diligence Policy for Direct Suppliers and Subcontractors.
with suppliers, expresses ENGIE’s involvement. In The Purchasing function is helping the Group to achieve its
particular, it specifies the Group’s requirements in terms of: 2030 goals through a sustainable purchasing process driven
— the suppliers’ health and safety commitments, by actions with equipment suppliers in all business segments.
— a commitment from suppliers to engage in ethical In 2020, the Group Purchasing Department set four CSR goals,
business relationships and take into account social which will later be rolled out throughout its management
responsibility, ethics, embargoes and anti-corruption, system:
2025 2030
Objective title Criterion objective objective
Decarbonization of the main suppliers 250 preferred suppliers aligned 25% 100%
with or certified by the SBT
CSR assessment of suppliers Share of preferred and major suppliers with 70% 100%
an ECOVADIS rating higher than the “managed
CSR risk” level
Improvement of payment terms for suppliers Reduction in the total amounts of invoices -40% -90%
paid late (reference year 2020)
Promotion of inclusive purchasing Share of inclusive purchasing in line 60% 100%
with GT3 recommendations
To achieve these goals, the Purchasing function implements • establishment of specific contract clauses to strengthen
operational processes by following key steps, using a Plan- our requirements. These may include the application of
Do-Check-Act method: penalties in the event of non-compliance;
• analysis of risks and opportunities by purchasing • the performance delivered by the suppliers, measured
category prioritized by country, based on a risk matrix periodically in the context of the business reviews and
developed in partnership with EcoVadis; the review of the associated improvement plans.
• definition of mitigation plans and supplier selection These four steps are verified through the internal control and
criteria using the analysis above. The CSR commitment of audit processes in order to ensure the continuous
suppliers is assessed across four dimensions: ethics, improvement of the approach.
human rights, environment and sustainable purchasing.
The actions of the Purchasing Department focus primarily on
These plans may include document audits or on-site
the Group’s preferred suppliers (~250), followed by the major
audits;
suppliers of each Group BU (~1,350), which represents
around 20% of total expenditure.

3.8 Ethics and compliance
The achievement of these ambitious goals is supported by a meetings organized with purchasing advisers and operational
progressive program of ongoing training that began in 2013 staff involved in the Purchasing process.
within the Purchasing function and the Business Units. In Since the start of the Covid-19 crisis, Purchasing has been
2020, the training plan focused on: carrying out service continuity tasks and supporting the
• the due diligence policy of suppliers and subcontractors; gradual resumption of activity. Exceptional measures have
• ethics and supplier relations. been implemented. In response to the shortage of masks, a
task force was formed to supply them, as well as other health
In addition, these CSR topics are regularly included in the products. To support the most fragile suppliers, the payment
management routines of the Purchasing sector, and in of invoices issued by SMEs and VSEs was accelerated in
France and Belgium.

The Group’s senior executives drive and oversee the Group’s corruption comply with these. The same is true for the
ethics and compliance policy and ensure that it is properly Group’s strategy on human rights and its personal data
applied. A message of “zero tolerance” with respect to all protection program.
forms of fraud and corruption is regularly communicated by The Group has made voluntary anti-corruption commitments.
the Chief Executive Officer. All managers at all levels of the ENGIE adheres to the United Nations Global Compact, the
Group convey the same message. tenth principle of which relates to combating corruption.
ENGIE’s principles of action are based on international ENGIE also adheres to the French chapter of the Transparency
standards. All of the Group’s measures to prevent and combat International NGO.
3.8.1 Ethics and compliance governance

Ethics and compliance within the Group are overseen by the proposes ethics and compliance policies and procedures for
Board of Directors via its Ethics, Environment and Sustainable the Group and supports their implementation at all levels of
Development Committee (EESDC). the Group. It coordinates the implementation of the Group’s
The Compliance Committee assesses the handling of ethical vigilance plan (see Section 3.9) and deals with whistleblower
incidents and monitors the process for updating the Group’s reports arising under the Group procedure which it manages.
ethics and compliance framework. At Group level, it brings The Group Ethics, Compliance and Privacy Department leads
together the General Secretariat and the directors of the the network of Ethics & Compliance Officers and Data Privacy
following departments: Ethics, Compliance & Privacy, Internal Managers throughout the Group.
Audit, Internal Control, Human Resources and Legal. Since 2018, the Group Ethics, Compliance & Privacy
The Group Ethics, Compliance & Privacy Department (ECPD) is Department been the competent department for all issues
functionally attached to the Group General Secretariat, to requiring the establishment of a compliance procedure. It
which it reports. The ECPD oversees the incorporation of works in the area of personal data protection. Export controls
ethics into the Group’s strategy, management and practices. It and embargoes, and interest representation are also within
its remit.
3.8.2 Risk assessment

The assessment of ethical risks is included in the Group’s risk The process for assessing corruption risks, human rights
analysis process (Enterprise Risk Management or ERM) (see violation risks and data privacy risks uses a common analysis
Section 2.1.1). Five ethical risks have been identified: methodology for all the BUs. In particular, the Group has
corruption; human rights violation; failure to take account of developed a self-diagnostic scorecard on corruption risk and
competition law and/or embargoes; fraud; and lack of ethics a checklist regarding human rights violations risk. It has also
management. The Group’s risk analysis approach also includes issued guidelines on the assessment of the risk of personal
data privacy risk. It also covers the risk of personal data data breaches.
breaches and the risk of non-compliance with the General
Data Protection Regulation (GDPR).
3.8.3 Reference texts

ENGIE’s ethics and compliance policy aims to develop an ethics culture and practice based on:
3.8.3.1 The ENGIE Code: the Ethics Charter and the Practical Guide to Ethics
The Ethics Charter establishes the general framework for the The Practical Guide to Ethics determines the day-to-day
professional conduct of every employee. It specifies ENGIE’s application of ethics. It includes the Group’s decision to
four fundamental ethical principles. It also describes the refrain from any financing of political activities.
Group’s ethics and compliance organization. These two documents constitute our Code of Ethics and apply
to all Group employees. They are shared with external
stakeholders.

3.8.3.2 The Integrity reference system

The “Integrity” reference system is a collection of policies and In 2020, the Group overhauled its gifts and invitations policy.
procedures for preventing fraud, corruption and influence It also rolled out a new register of business consultants.
peddling. All of the ethical assessment procedures were Lastly, the Group has created a new gifts and invitations
reviewed in 2018 and 2019. Thus, the stakeholders of register that will be rolled out in the first half of 2021. These
investment projects, beneficiaries of corporate sponsorship, registers are fully digitized and designed as management and
suppliers and business consultants are the subject of monitoring tools.
enhanced preventive action.
3.8.3.3 The Human Rights reference system and policy

The “Human Rights” reference system and policy comprise be vigilant about the impact of its activities on the human
ENGIE’s commitments to respect internationally recognized rights of all individuals. The reference system and policy are
human rights. The system specifies the operational processes the cornerstones of the human rights component of the
for analyzing and managing risks. It thus enables the Group to Group’s vigilance plan (see also Section 3.9).
3.8.3.4 The Ethics Compliance reference system

The “Ethics Compliance” reference system sets out how the In 2017, the Group set up a specific compliance system to
Group implements its ethics and compliance system and monitor interest representation actions. In accordance with
measures compliance. It also includes the Group’s procedures the law of December 9, 2016, this system enables Group
for complying with rules on embargoes, export controls, and entities to comply with their obligation to report to the
competition law. French High Authority for the Transparency of Public Life
Since 2017, the reference system has also aimed to ensure (Haute Autorité pour la transparence de la vie publique or
compliance in terms of personal data protection, in HATVP).
accordance with the requirements of European Regulation Lastly, guidelines for identifying weak signals in ethical
2016/679 on personal data protection. In this context, the matters were rolled out in the Group in 2019.
Group defined procedures and reviews in 2019 and
supplemented them in 2020 with “privacy by design”.
3.8.3.5 Codes of conduct

Codes of conduct are used to apply ENGIE’s ethics These documents are available on ENGIE's website via the
commitments to business practices and operations. These following link: https://www.engie.com/en/group/ethics-and-
codes of conduct include the “Code of conduct in supplier compliance.
relations,” and the “Code of conduct on lobbying”.
3.8.4 Whistleblowing and reporting of ethics incidents

The Group’s new whistleblowing policy was defined in 2017. It The system is described on the Group's website via the
includes the legal requirements of Sapin 2 and those of the law following link: https://www.engie.com/en/ethics-and-compliance/
on the duty of vigilance. On July 1, 2018, a new procedure for whistleblowing-system. It is an addition to the Group’s other
collecting alerts via the email address [email protected] and a reporting routes, which can be accessed by any employee and
dedicated telephone number, was set up at the Group level. any person outside the Group.
Both channels are outsourced to an external service provider, Alerts and managerial reports of ethical failures are
which is responsible for receiving the alerts. This new monitored using a digital tool for collecting ethical incidents,
procedure was opened to all of the Group’s staff worldwide on which has been rolled out in the BUs and Corporate. In 2020,
January 1, 2019. Alerts may be received in several languages an improved digital tool, My Ethics Incident, replaced the
and the service is available 24/7. INFORM’ethics tool. It covers seven areas: accounting and
financial integrity, conflicts of interest, social responsibility
and human rights, business ethics, confidential information,
the protection of intangible assets, and personal data.
In 2020, 201 alerts were input (183 in 2019) and
283 managerial reports of ethical incidents were made (282
in 2019, 218 in 2018, and 199 in 2017).
3.8.5 Training and awareness

The Group holds mandatory awareness seminars and training mandatory for members of the BU executive committees.
for populations at risk. The managers (“GMRs”) have to take Members of the ethics and compliance network also have to
part in the seminar on the prevention of fraud and corruption attend.
(86% of GMRs took part in 2020). This seminar is also

3.9 Vigilance Plan (synthesis)
Purchasers are specifically trained in topics related to fraud human rights, and conflicts of interest. In 2020, the Group
and corruption risk and duties of vigilance (see Section 3.7). rolled out a new digital tool to monitor the progress at all
Regarding competition law, the Group rolled out an e-learning levels of the e-learning training provided to Group employees.
module in 2019 and face-to-face training increased in 2020. This tool will be followed in the first half of 2021 by the roll-
Training on institutional relations in France and for Data out of a map for easier identification of those employees most
Protection Managers continued in 2020. The same was true exposed to the risk of corruption. Lastly, the Group has
for training on human rights (see Section 3.9.1). formalized its system to include timetables for the
Awareness-raising videos have been distributed to all Group implementation of all the compulsory training courses. This
employees since 2018. They present subjects with strong supplement to the Group’s training system will be rolled out in
ethical challenges: gifts, invitations, corruption, whistleblowers, the first half of 2021.
3.8.6 Controls and certifications

The monitoring of the implementation of the ethics and This compliance procedure is part of a broader control
compliance policy is based on an annual compliance procedure. This is based in particular on the annual internal
procedure. In this context, the Ethics & Compliance Officers control campaigns which assess the level of implementation
produce a report on the work and progress accomplished by of ethics, embargo and personal data policies. It is also based
their entity in this area. This report is submitted to the on policy controls that are built into the internal audit
relevant supervising entity. It is accompanied by a campaigns.
compliance letter from the manager certifying their The Group is also engaged in external audits of its ethics and
commitment to the application of the ethics and compliance compliance framework. In 2018, ENGIE obtained ISO 37001
program within the organization for which they are (anti-corruption management systems) certification from
responsible. At the start of the year, a bilateral assessment of ETHIC’Intelligence, a certification body accredited by COFRAC.
the activities and risks of each BU is carried out by the Ethics, This certification was renewed in 2019 and 2020 following
Compliance & Privacy Director. The consolidated annual supervisory audits. The audits were carried out at Group level
report resulting from this process is submitted to the Group’s and in several operating entities that are representative of the
Executive Committee and to the Ethics, Environment and Group’s activities. The certification follows the obtaining in
Sustainable Development Committee. 2015 of anti-corruption certification from Mazars and ADIT.

This section summarizes the ENGIE Group’s Vigilance Plan and human rights and fundamental freedoms, the health and
reports on its operational implementation. A more complete safety of individuals and the environment. The Group’s
version of the vigilance plan as well as details of the policies adherence to international standards is the minimum basis
and actions are available on the Group’s website https:// for commitments that the Group intends to apply wherever it
www.engie.com/en/group/ethics-and-compliance/policies-and- operates.
procedures. These approaches and the common alert system have already
The plan covers all the measures established by ENGIE SA to been in use for several years. Completely backed by the
prevent risks related to its activities and those of its ethics organization, it benefits from steering, governance and
controlled subsidiaries. It covers serious violations relating to dedicated monitoring.
3.9.1 Identification and management of the risks of serious harm to individuals

and the environment
The Group exercises vigilance through policies that cover all issues and procedures relating to the identification and assessment
of risks. Goals and follow-up and assessment processes are put in place on the basis of these procedures.

3.9.1.1 Prevent and manage the risks related to human rights

The major risks of negative impacts on the human rights of any individual due to the Group’s activities are related to the
fundamental rights of workers. The following risks are focused on (details on the website):
Fundamental rights of employees Rights of local communities Subcontracting/suppliers/partners
• Health and safety conditions • Harm to the health of surrounding • Working conditions and health
• Freedom of association populations and safety of subcontractors
• Non-discrimination • Harm to the living conditions • Energy procurement
• Combating forced labor of surrounding populations (food, • Traceability and procurement
• Working hours water, housing, culture, access of the materials used for the Group’s
• Living conditions of workers to resources, etc.) and to the right products and services
• Private life to a healthy environment • Practices of commercial partners
• Displacement and rehousing in projects
of populations
• Suppression of the Group’s opponents
Security of employees and sites
• Practices of private or public forces of order in the exercise of their security mission, and in particular practices relating
to the use of force
• Security of employees in high-risk countries
The Group’s human rights policy, adopted in 2014, specifies In 2020, six BUs were assessed as being at risk in terms of
the Group’s commitments and provides for regular processes human rights, either because of their country of activity or
to identify and manage risks. In particular, every year, the their type of activity. At the operational level, the specific
entities must assess their activities with regard to their risks identified are the subject of specific action plans
impact on human rights, via a dedicated self-diagnostic described on the aforementioned website. Face-to-face
scorecard (see Section 3.8.2). They must also assess any new training on the Group’s human rights approach was developed
business activity via a dedicated scorecard designed to in 2019 and fully rolled out in 2020. A new e-learning
identify the risk factors specific to the planned activity. module on human rights for all employees was also rolled
The risks are assessed according to the country, the activity, out.
the presence of vulnerable populations, the products/services The monitoring of the application of these processes is
used, and the type of business relationship. Some partners incorporated into the ethics compliance report (quantitative
(see Section 3.9.2) are also subject to ethical due diligence indicators) and into the internal control system (see Section
procedures, explicitly including human rights. 3.8.6).
2020 results (Article 2.3) 360 employees trained in human rights.

Internal control 51.7% of the Group’s entities assessed the roll-out of the vigilance plan at their level
as effective.
84% of the entities that assessed the roll-out of the human rights policy considered
it to be effective (level 4).
Ethics compliance report Coverage of the annual human rights risk sheet.
Number of due diligence procedures (with human rights risk) on partners in the context
of the Group’s investment committees: 100%.
3.9.1.2 ENGIE’s response to the pandemic

In 2020, the Group had to respond to the outbreak of the crisis management systems. The BUs and entities adapted and
Covid-19 pandemic from January. A specific crisis then implemented their business continuity plans as soon as
management system was put in place, including a Group the crisis started.
Covid-19 steering committee. The various functional The committee dedicated to the protection of people drew up
departments involved in crisis management, as well as the Group health and safety rules, working in collaboration with
occupational health physicians, took part in this steering the BUs. These rules apply to the entire Group when resuming
committee. The Group steering committee was reinforced by activity after a period of lockdown as well as during the
several geographic committees, in which the CEOs of the BUs business continuity phase. These rules were supplemented by
took part (France, Belgium, and International committees). technical instructions on various topics. Examples include
Three specific committees were set up to support the Group cleaning and disinfection, protection of people on site, and
Covid-19 steering committee. The first was devoted to the prevention of psycho-social risks. Specific actions for
protection of people, and the other two to customer relations communicating with employees were implemented by the
and to purchasing. The structure deployed at Group level was Group and the BUs.
rolled out to the BUs and the entities in the form of specific

These requirements were reviewed by an independent The other measures intended to ensure the health and safety
consultant in order to compare them with the provisions of individuals working for the Group are presented in Section
recommended by international health organizations. These 2.2.7.5 “Health and safety at work” and in Section 3.4.8
include the World Health Organization and the European “Health and safety policy”.
Center for Disease Prevention and Control. The review The measures put in place by the Group to ensure the
established that the Group’s requirements do comply with the security of individuals are described in Section 2.2.7.4.
recommendations of these international organizations.
3.9.1.3 Prevent and manage environmental and societal risks

From an environmental perspective, the major risk for the The environmental policy fully incorporates this risk analysis.
Group is climate risk, followed by biodiversity, water and The control of its CO2 emissions is a major issue for the
pollution risks. These global and local environmental risks are Group, causing it to establish a specific action plan. This plan
identified annually at head office and sites level to allow a is supplemented by international objectives and commitments
list of “at risk” sites to be established. From a societal point of which are reported on in detail. The environmental policy
view, the risks analyzed are the impact of activities on local also aims to institute action plans at various levels to avoid,
communities and their social consequences. reduce, and if necessary, offset the environmental impacts of
The Group’s CSR Policy guides the vigilance process with the Group’s activities. In 2020, around 670 sites were
regard to environmental and social matters (see Section analyzed: 100% of sites identified as “at risk” have action
3.1.1). Environmental and societal risks are analyzed plans in place.
periodically at every level of the company. This policy is The societal policy, which is centered on “stakeholder
deployed in each BU, subsidiary, and site. Its implementation engagement,” includes a level 1 target. Its implementation
is monitored through goals and action plans that are also includes a toolkit and training programs, a center of
reviewed every year. This review process enables us to make expertise and a self-assessment system for the BUs. In 2020,
sure our obligations, with respect to environmental and 100% of industrial activities were covered by an appropriate
societal vigilance, are properly satisfied. mechanism for dialogue with stakeholders. For more
information, please visit the website.
3.9.1.4 Prevent and manage risks related to energy supply

The risks related to the Group’s energy supply (coal, biomass, The governance structure was strengthened to ensure that
natural gas and LNG) have been identified as a specific issue the duty of vigilance is included in decision-making
of vigilance for the Group. They are managed directly by the processes. The supply chain risk assessment approach has
relevant BUs, which must identify the risks specific to each of been systematized, based on the 3P (People, Planet and
their activities by source of energy, by country, etc. They Profit) approach.
must also identify the actors concerned and the measures to
be taken in response to these risks. A CSR strategy was
formalized to meet these challenges, with specific action
plans per energy source.
3.9.1.5 Prevent and manage risks related to non-energy purchases

The Group’s Purchasing management system is designed to • the analysis of risks and opportunities by purchasing
supervise and reduce the risks associated with purchasing: category and by country, based on a risk matrix developed
• a purchasing policy that specifies ENGIE’s commitments in partnership with EcoVadis. Three purchasing categories
and requirements vis-à-vis its suppliers; are considered high risk: engineering/turnkey installation,
chemicals, and batteries;
• purchasing governance that describes the methods of
implementation through 12 key rules. To these rules is • the implementation of an associated management plan
added, for each BU, the obligation to carry out an analysis taking into account the eligibility criteria of suppliers.
of ethical risks. This analysis takes into account the These plans may include, for example, audits, specific
occupations, purchasing categories and amounts, and contractual provision s to limit the risk, an ethics clause,
organizations and projects. It encourages the rotation of etc.; a risk reduction plan is automatically implemented for
actors in the purchasing function engaged in supplier suppliers with an EcoVadis score below 45/100;
relationships; • the measurement of the performance delivered by the
• operational processes dealing with the management of suppliers and related improvement plans.
purchasing categories, supplier panels and the stages of The proper implementation of these processes is verified via
purchasing and supply; the INCOME internal control program (see Section 2.3). With
• a code of conduct for relations with suppliers, revised in 27 different controls, the INCOME PRO reference system
2020 to ensure fair treatment of their employees. Suppliers covers all purchasing processes.
must ensure that the wages paid are fair or meet more Lastly, the Purchasing management system is facilitated by a
than basic needs. continuous training plan for the entire Purchasing sector. In
The purchasing processes are implemented through the 2020, around 750 purchasers took part in the “Ethics and
following key stages: supplier relations” training course through face-to-face
sessions and videoconferencing.
• the assessment of new preferred (Group level) and major
(BU level) suppliers;

3.9.2 Third-party assessment

In 2020, 100% of the partners in the Group’s investment Lastly, the Group’s new preferred and major suppliers were
projects were subject to due diligence, including a systematic automatically assessed via due diligence before contracting
study of “vigilance” subjects. took place. This rule applies to a panel of 1,600 suppliers
Likewise, 180 major suppliers were subject to due diligence. representing about 20% of total expenditure.
Some assessments are supplemented by on-site audits. For Directly or indirectly, 100% of the Ethics Officers and
example, the MESCAT BU carried out 48 audits of the site purchasers have access to a specialist due diligence tool.
facilities for foreign workers (United Arab Emirates and
Bahrain).
3.9.3 Alert mechanism and collection of alerts

The alert mechanism has been open to all employees, Section 3.8.4). In 2020, 201 alerts were received via the
permanent or temporary, and to all external stakeholders, system, 50 of which concern subjects related to the duty of
since January 2019. An external service provider forwards vigilance. They relate to:
the anonymous report to ENGIE for processing (see
Questions related to the

Incidents of bullying and Interpersonal relationships environment and the rights
sexual harassment between employees Incidents of discrimination of communities
23 13 13 1
3.9.4 Steering, governance and follow-up of the deployment of the plan
3.9.4.1 Steering and follow-up at the highest corporate level

The Group has set up monitoring and global coordination at A specific committee is responsible for the operational
the highest level to meet the law’s objectives in an effective implementation of the plan. Its aim is to ensure that the plan
way. The plan was approved by the Group’s Executive is distributed and that information can be fed back easily. The
Committee, which entrusted its management to the Ethics, members are:
Compliance & Privacy Department (ECPD), under the
responsibility of the General Secretariat. A report on the
effective implementation of the plan is presented annually to
the EESDC of the Board of Directors.
Department ECPD CSR Group Purchasing Department Global Care Internal control Risk
BU Africa APAC China ENGIE Solutions LATAM MESCAT NORAM UK
In addition, each entity must ensure that the vigilance plan has been effectively rolled out within its scope. The monitoring of
these actions by the entities is included in the annual compliance report (see Section 3.8.6).
3.9.4.2 Stakeholder relations

The plan and the progress made in its implementation are In addition, societal risks are mapped at the level of industrial
presented and regularly discussed with the employee activities through a process of dialogue with stakeholders
representative bodies. It has been implemented via the deployed in the Group’s entities. This six-stage process (see
existing committees at Group level, as well as the European Section 3.6.2) allows for the construction and follow-up of
Works Council, the EESDC, and the Board of Directors. The tailor-made action plans.
BUs and major entities were also asked to present the
vigilance plan to their employee representative organizations.

3.10 Report by one of the Statutory Auditors, appointed as independent third party, on the consolidated non financial statement
3.10 Report by one of the Statutory Auditors, appointed as

independent third party, on the consolidated non financial
statement
This is a free translation into English of the Statutory Auditor’s Nature and scope of procedures
report issued in French and is provided solely for the
convenience of English-speaking readers. This report should be We performed our work in accordance with Articles A. 225-1
read in conjunction with, and construed in accordance with, et seq. of the French Commercial Code defining the conditions
French law and professional standards applicable in France. under which the independent third party performs its
engagement and the professional guidance issued by the
For the year ended December 31, 2020 French Institute of Statutory Auditors (Compagnie nationale
des commissaires aux comptes) relating to this engagement
To the Shareholders, and with ISAE 3000 (Assurance engagements other than audits
or reviews of historical financial information).
In our capacity as Statutory Auditor of ENGIE SA, appointed
as independent third party and accredited by COFRAC under We conducted procedures in order to assess the Statement's
number 3-1048 (scope of accreditation available at compliance with regulatory provisions, and the fairness of the
www.cofrac.fr), we hereby report to you on the consolidated Information:
non financial statement for the year ended December 31, • we familiarized ourselves with the Group’s business activity
2019 (hereinafter the “Statement”), presented in the group and the description of the principal risks associated.
management report pursuant to the legal and regulatory • we assessed the suitability of the Guidelines with respect
provisions of Articles L. 225 102-1, R. 225-105 and R. 225-105-1 to their relevance, completeness, reliability, neutrality and
of the French Commercial Code (Code de commerce). clarity, taking into account, where appropriate, best
practices within the sector.
• we verified that the Statement covers each category of
Company’s responsibility information stipulated in section III of Article L. 225-102-1
governing social and environmental affairs, as well as in
The Board of Directors is responsible for preparing a the second paragraph of Article L. 22-10-36 regarding the
Statement pursuant to legal and regulatory provisions, respect for human rights and the fight against corruption
including a presentation of the business model, a description and tax evasion.
of the main extra-financial risks, a presentation of the • we verified that the Statement provides the information
policies implemented with respect to these risks as well as the required under article R. 225-105 II of the French Commercial
results of these policies, including key performance indicators. Code, where relevant with respect to the principal risks, and
The Statement has been prepared by applying the company’s includes, where applicable, an explanation for the absence of
procedures (hereinafter the “Guidelines”), summarized in the the information required under Article L. 225-102-1 III,
Statement and available on request from its headquarters. paragraph 2 of the French Commercial Code.
• we verified that the Statement presents the business model
and a description of principal risks associated with all the
Independence and quality control entity’s activities, including where relevant and
proportionate, the risks associated with its business
Our independence is defined by the requirements of article L. relationships, its products or services, as well as its
822-11-3 of the French Commercial Code and the French policies, measures and the outcomes thereof, including key
Code of Ethics for Statutory Auditors (Code de déontologie). In performance indicators associated to the principal risks.
addition, we have implemented a system of quality control
• we referred to documentary sources and conducted
including documented policies and procedures regarding
interviews to
compliance with the ethical requirements, French professional
standards and applicable legal and regulatory requirements. — assess the process used to identify and confirm the
principal risks as well as the consistency of the
outcomes, including the key performance indicators
used, with respect to the principal risks and the policies
Responsibility of the statutory auditor appointed presented, and
as independent third party — corroborate the qualitative information (measures and
outcomes) that we considered to be the most important (1);
Based on our work, our responsibility is to express a limited
concerning certain risks (social, environmental), our work
assurance conclusion on:
was carried out on the consolidating entity, for the others
• the compliance of the Statement with the requirements of risks, our work was carried out on the consolidating entity
article R. 225-105 of the French Commercial Code; and on a selection of entities.
• the fairness of the information provided pursuant to part 3 • we verified that the Statement covers the consolidated
of sections I and II of Article R. 225-105 of the French scope, i.e. all companies within the consolidation scope in
Commercial Code, i.e. the outcomes of policies, including accordance with Article L. 233-16, with the limits specified
key performance indicators, and measures relating to the in the Statement.
main risks, hereinafter the “Information.”
• we obtained an understanding of internal control and risk
However, it is not our responsibility to provide any conclusion management procedures the entity has put in place and
on the company’s compliance with other applicable legal and assessed the data collection process to ensure the
regulatory provisions, particularly with regard to the duty of completeness and fairness of the Information.
vigilance, anti-corruption and taxation nor on the compliance of
products and services with the applicable regulations.
(1) Dialogue with stakeholders; Scope 3 emissions of greenhouse gas emissions; Objectives set by the Group Purchasing Department

3.10 Report by one of the Statutory Auditors, appointed as independent third party, on the consolidated non financial
statement
• We carried out, for the key performance indicators and Conclusion

other quantitative outcomes (1) that in our judgment were
of most significance: Based on our work, nothing has come to our attention that
— analytical procedures that consisted in verifying the cause us to believe that the non financial statement does not
correct consolidation of collected data as well as the comply with the applicable regulatory provisions and that the
consistency of changes thereto; Information, taken as a whole, is not fairly presented in
accordance with the Guidelines.
— substantive tests, on a sampling basis, that consisted in
verifying the proper application of definitions and
procedures and reconciling data with supporting
documents. These procedures were conducted for a Comment
selection of contributing entities (2) and covered between
22% and 94% of the consolidated data for the key Without qualifying the conclusion expressed above and in
performance indicators and outcomes selected for these accordance with Article A. 225-3 of the French Commercial
tests; Code, we make the following comment relating to
environmental information in the Declaration: as indicated in
• We assessed the overall consistency of the Statement in
Note “3.5.3 Performance control and measurement systems, a
relation to our knowledge of the company.
prerequisite for environmental responsibility” and its
We believe that the procedures we have performed, based on “methodological elements” section, and in accordance with
our professional judgment, are sufficient to provide a basis Decree no. 2019-1467 of December 26, 2019, greenhouse
for a limited assurance conclusion; a higher level of assurance gas emissions generated by the recovery of waste gases from
would have required us to carry out more extensive steel production of ArcelorMittal are now excluded by ENGIE
procedures. from its scope 1. The impact on emissions for 2020 financial
year and on the data for 2019 and 2018 financial years,
which have been recalculated, is presented in this same
Means and resources section.
Our work engaged the skills of twelve people between

November 2020 and March 2021.
To assist us in conducting our work, we referred to our
corporate social responsibility and sustainable development
experts. We conducted around ten interviews with people
responsible for preparing the Statement.
Paris-La Défense, March 12, 2021

One of the statutory auditors,
DELOITTE & ASSOCIES
Olivier Broissand Patrick E. Suissa
(1) Social, health and safety information: Total workforce, Total workforce – Breakdown by SPC, Total workforce – Breakdown by type of
contract, Female workforce, Proportion of women in workforce, Proportion of women in management, Proportion of workforce trained,
Proportion of trainees in the workforce, Proportion of disabled employees, Number of permanent hires, Number of fixed-term hires, Hiring
rate, Permanent hiring rate, Number of lay-offs, Turnover, Voluntary turnover, Proportion of workforce trained, Total number of training
hours, Number of training hours per person trained, Number of fatal accidents (employees), Frequency rate, Severity rate (French
framework), Severity rate (ILO framework), Gender Equity Index, Management engagement rate, Percentage of women appointed GMR
(Group Managed Roles) / Women appointed to senior management, International GMR (Group Managed Roles) rate
Environmental information: Renewable – Net installed power (electric and thermal), Renewable – Electricity and heat produced, Primary
energy consumption – total (excluding own consumption), Electricity and thermal energy consumption (excluding own consumption),
Energy efficiency of fossil fuel plants (including biomass/biogas), Total direct GHG emissions – scope 1 and 2, GHG emissions per business
unit – energy generation, Fresh water – Total withdrawal, Fresh water – Total discharge, Non-fresh water – Total withdrawal, Non-fresh
water – Total discharge, Total Consumption (fresh water and non-fresh water), Total quantity of non-hazardous waste and by-products
discharged (including sludge), Total quantity of non-hazardous waste & by products recovered (including sludge), Total quantity of
hazardous waste and by-products discharged (including sludge and excluding radioactive waste), Total quantity of hazardous waste and
by-products recovered (including sludge and excluding radioactive waste), NOx emissions, SO2 emissions, Fine particle emissions, Share of
renewable electricity capacity in line with SBT commitments
(2) Social, health and safety information: Audits performed at the BU level: Asia Pacific BU; Tractebel Engineering BU
Audits performed at entities level: Generation Europe BU: Electrabel; Benelux BU: Cofely Fabricom; North America BU: Engie North
America, Conti Services; Brazil BU: Engie Brasil Energia; GRDF BU: GRDF; Other BU: ENGIE SA's marketing activity to companies and local
communities, Engie Insight Services
Environmental information: Generation Europe BU: Cartagena, Combigolfe, CyCoFos, Coo, Amercoeur, Knippegroen, Zandvliet, Voghera,
Rodenhuize power plants; Nuclear BU: Doel power plant; Brazil BU: Estreito, Jorge Lacerda, Machadinho, Salto Osório, Pampa Sul,
Umburanas power plants; Asia Pacific BU: Kwinana power plant; Storengy BU: Gournay sur Aronde storage site

3.11 Statutory auditors’ reasonable assurance report on selected social, environmental and governance information
3.11 Statutory auditors’ reasonable assurance report on selected

social, environmental and governance information
This is a free translation into English of the original report Responsibility of the Statutory Auditors
issued in the French language and is provided solely for the
convenience of English speaking readers Based on our work, our responsibility is to express reasonable
assurance on the fact that the Data has been prepared, in all
Year ended December 31, 2020 material aspects, in accordance with the Reporting Criteria. The
conclusions expressed here below cover only this Data and not
To the Shareholders, all of the information set forth in sections 3.4 and 3.5 of the
Reference Document.
Pursuant to your request and in our capacity as Statutory
Auditors of ENGIE (the “Company”), we performed a review in We have performed the procedures described below in
the aim of providing reasonable assurance on the environmental accordance with the professional guidance issued by the
and social indicators selected by ENGIE and identified by the national auditing body (Compagnie nationale des commissaires
symbols □□ in sections 3.4 and 3.5 of the Universal registration aux comptes) relating to this operation and ISAE 3000 (2).
document (the “Data” (1)) for fiscal year 2020. • We have assessed the appropriateness of the Reporting
Criteria with respect to its relevance, completeness, reliability,
neutrality and clarity, by taking into consideration, when
relevant, the sector’s best practices.
Responsibility of the Company
• We have verified the set-up of a process to collect, compile,
The Data has been prepared under the responsibility of ENGIE process, and check the completeness and consistency of the
executive management, in accordance with the criteria used Data.
by the company (hereinafter the “Reporting Criteria”) for • We have consulted the documentary sources and have
social and environmental reporting data, a summary of which interviewed the relevant staff from the Group Environmental
appears in the Universal registration document in the section and Social Responsibility Department, the Group Health and
“Methodological elements” and “Note on the methodology of Safety Department and the Group Human Resources
social indicators”, available upon request at the Company’s Department at the headquarters and Business Units
headquarters from the Group Environmental and Social (hereinafter “BUs”) in order to analyze the deployment and
Responsibility Department, the Group Health and Safety application of the Reporting Criteria.
Department and the Group Human Resources Department. • We have set up analytical procedures on the Data and
verified, using sampling techniques, the calculations as well
as the consolidation of Data.
Independence and quality control
Our independence is defined by regulatory texts, the
profession’s Code of Ethics as well as the provisions set forth
in Article L.822-11-3 of the French Commercial Code (Code de
commerce). Furthermore, we have set up a quality control
system that includes the documented policies and procedures
designed to ensure compliance with ethical rules, professional
standards and the applicable legal texts and regulations.
(1) Social, health and safety information: Total workforce, Total workforce – Breakdown by SPC, Total workforce – Breakdown by type of
contract, Female workforce, Proportion of women in workforce, Proportion of women in management, Proportion of workforce trained, Number
of hours worked, Number of work accidents among staff with at least one day off, Frequency rate
Environmental information: Primary energy consumption – total (excluding own consumption), Electricity and thermal energy consumption
(excluding own consumption), Energy efficiency of fossil fuel plants (including biomass/biogas), Renewable – Net installed power (electric and
thermal), Renewable – Electricity and heat produced, Total quantity of hazardous waste and by-products discharged (including sludge and
excluding radioactive waste), Total quantity of hazardous waste and by-products recovered (including sludge and excluding radioactive waste),
Total direct GHG emissions – scope 1 and 2
(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information

3.11 Statutory auditors’ reasonable assurance report on selected social, environmental and governance information
• We have tested the Data for a representative sample of Conclusion

entities that we selected(1) based on their activity, their
contribution to the consolidated Data, their location and a In our opinion, the information selected by the group and
risk analysis. We have conducted interviews to verify the identified by the sign □□ in sections 3.4 and 3.5 of the
proper application of procedures and conducted substantive Reference Document have been prepared, in all material
tests, using sampling techniques, to verify the calculations aspects, in accordance with the Reporting Criteria.
performed and reconcile data with supporting evidence. The
selected sample represented between 26% and 67% of the
key performance indicators and results selected for these Comment
tests.
Without qualifying the conclusion expressed above and in
We believe that the sampling methods and sizes of the accordance with Article A. 225-3 of the French Commercial
samples we have used in exercising our professional Code, we make the following comment relating to
judgment enable us to express a reasonable assurance. Due to environmental information in the Declaration: as indicated in
the use of sampling techniques and the other limits inherent Note “3.5.3 Performance control and measurement systems, a
to the operations of any information and internal control prerequisite for environmental responsibility” and its
system, the risk that a material anomaly be identified in the "methodological elements" section, and in accordance with
Data cannot be totally eliminated. Decree no. 2019-1467 of December 26, 2019, greenhouse
gas emissions generated by the recovery of waste gases from
We believe that these procedures enable us to express steel production of ArcelorMittal are now excluded by ENGIE
reasonable assurance on the Data. from its scope 1. The impact on emissions for 2020 financial
year and on the data for 2019 and 2018 financial years,
which have been recalculated, is presented in this same
section.
Paris-La Défense March 12, 2021

The Statutory Auditors
DELOITTE & ASSOCIES ERNST & YOUNG et Autres
Olivier Broissand Patrick E. Suissa Charles-Emmanuel Chosson Stéphane Pédron
(1) Social, health and safety information:

Audits performed at BU level: BU France BtoC; North, South and Eastern Europe BU; Asia Pacific BU; Tractebel Engineering BU
Audits performed at entities level: France Renewable BU: Compagnie Nationale du Rhône (CNR); ENGIE Solutions : Engie Energie Service –
Cofely Services Etablissement, Ineo; Europe Generation BU: Electrabel; Benelux BU: Cofely Fabricom; UK BU: Engie Regeneration; North
America BU: Engie North America, Conti Services; Latin America BU: CAM Colombia Multiservicios; Brazil BU: Engie Brasil Energia; Africa BU:
Thermaire Investments et Ampair Ltd.; GRDF BU: GRDF; Other BU: ENGIE SA Company and Collectivity Commercialization Activity, Engie
Insight Services
Environmental information: France Renewables BU: Compagnie Nationale du Rhône (CNR), ENGIE Green France, Société Hydro-Electrique du
Midi (SHEM); ENGIE Solutions: Installations Cofely du Territoire Est-Sud; France Networks BU: Celsius, Chalon'Energie, CORPO Energie,
En'RnoV, ENERSUD, Cogénération Besançon, ERENA, Moncia, Roseo, Société de Distribution de Chaleur de Chambéry (SCDC), Dole, Lons le
Saunier, Valaxion; Europe Generation BU: Cartagena, Combigolfe, Coo, Amercoeur, Knippegroen, Zandvliet, Voghera and Rodenhuize power
plants; Nuclear BU: Doel plant; UK BU: Cofely UK; North, South and Eastern Europe BU : all ENGIE installations in Germany; Latin America
BU: thermal power plant Chilca in Peru ; Brazil BU: Estreito, Jorge Lacerda, Machadinho, Salto Osório, Pampa Sul and Umburanas power
plants; Africa BU: Engie Services Maroc; Asia Pacific BU: Kwinana plant; Storengy BU: storage site of Gournay sur Aronde; Middle East,
South and Central Asia and Turkey: Uch I and Uch II power plants in Pakistan

4
Governance
4.1 Corporate governance bodies 120 4.5 Additional information concerning

corporate governance 171
4.1.1 Composition of the Board
of Directors 120 4.5.1 Agreements relating to current
4.1.2 Functioning of the Board operations concluded
of Directors 139 under normal conditions 171
4.5.2 Related party agreements
4.2 Dialog with shareholders 147 and regulated agreements 171
4.2.1 Dialog of the Chairman 147 4.5.3 Service contracts binding members
4.2.2 Shareholders’ Meeting of corporate governance bodies 171
of May 20, 2021 – Composition 4.5.4 Authorizations relating to share
of the Board of Directors 147 capital and share equivalent
and their utilization 172
4.3 General Management 148
4.5.5 Provisions in the bylaws
4.4 Compensation and benefits paid on the participation
of shareholders at
to members of the administration Shareholders’ Meetings 175
and management bodies 149
4.5.6 Information on elements that could
4.4.1 Compensation of executive have an impact on Takeover Bids
corporate officers 149 or Public Exchange Offers 176
4.4.2 Compensation of executives 4.5.7 Statutory Auditors 176
who are not corporate officers
(members of the Executive 4.6 Corporate Governance Code 176
Committee) 163
4.7 Statutory auditors' report
4.4.3 Information on the award of bonus
shares or Performance Shares 164 on related party agreements 177
4.4.4 Performance Shares awarded
to and available for sale by each
executive corporate officer
– Summary of current plans 166
4.4.5 Performance shares granted in
fiscal year 2020 by ENGIE and
by all companies included in the
ENGIE performance share scope
to the ten non–corporate officer
employees of the issuer and its
companies who received the
greatest number of performance
shares 169
4.4.6 Summary of transactions disclosed
by executive management and
corporate officers in fiscal 2020 170

4 Governance
4.1 Corporate governance bodies
The information presented in this chapter forms the report of Board of Directors on the powers of the Chief Executive
the Board of Directors on corporate governance, prepared in Officer. It also covers ENGIE’s policy on diversity of expertise
accordance with the provisions of the final paragraph of within the Board. This report sets out, in Section 4.4
Article L.225-37 of the French Commercial Code. This report “Compensation and benefits of members of the administrative
was prepared on the basis of the decisions of the Board of and management bodies”, the applicable provisions, principles
Directors. The sections of the report relevant to the activities and rules established to determine the compensation
of the respective Board committees were presented to them and benefits of any kind awarded to corporate officers
before the report was approved by the Board at its meeting (the changes to the composition of the Board of Directors
of February 25, 2021 proposed at the Shareholders' Meeting of May 20, 2021 are set
This Report includes the information below regarding the out in Section 4.2.2).
composition of the Board of Directors, the conditions under
which it prepared its work, and any limits imposed by the

4.1.1 Composition of the Board of Directors
Pursuant to Article 13 of the Company by-laws and the The Board of Directors includes six Independent Directors
provisions of Articles L.225-17, L.22-10-5 and L.22-10-6 of (see Sections 4.1.1.1 “Experience and expertise of the
the French Commercial Code, the Board of Directors of ENGIE Directors in office”, and 4.1.1.5 “Independence of Directors in
is composed of a maximum of 22 members, including three office”), making the percentage of Independent Directors 67%;
Directors who represent the Group’s employees and one pursuant to the Afep-Medef Code, the number of Directors
Director who represents employee shareholders. representing employees and employee shareholders is not
The Directors serve a four-year term. The terms of office of included in the calculation of the percentage of Independent
Directors expire at the close of the General Shareholders’ Directors.
Meeting convened in the year during which the term expires When one or more directors' seats become vacant, and after
to approve the financial statements for the previous year. ascertaining the size of the Board of Directors, the
The Shareholders' Meeting of May 14, 2020 re-elected as Appointments, Compensation and Governance Committee
Directors Fabrice Brégier and Lord Peter Ricketts of Shortlands. (ACGC) defines, with the support of the Chair of the Board of
Directors, the profile sought in light of the diversity policy,
On the date of this report, the Company is administered by a
amongst others, (see Section 4.1.1.7 “Diversity policy for
Board of Directors composed of 13 members, including:
members of the Board of Directors”) and in particular to
• six Directors elected by the Shareholders’ Meeting pursuant ensure that its composition is adequate for the Group’s
to the provisions of the French Commercial Code relating activities, challenges and strategic plans.
to public limited companies;
Based on this profile, the ACGC Chair, with the support of the
• two Directors elected by the Shareholders’ Meeting on the Chair of the Board of Directors, supervises the search and
recommendation of the French State pursuant to Article 6 selection process of new independent directors, where
of Ordinance No. 2014-948 of August 20, 2014, in view of necessary with the assistance of one or more recruitment
the French State’s interest in ENGIE’s share capital; firms. Candidates are long listed and then short listed.
• one Director representing the French State, appointed by Interviews of candidates are held at the end of the process
decree under Article 4 of Ordinance 2014-948 of with a view to submitting a recommendation to the Board.
August 20, 2014; During these interviews, the ACGC ensures in particular the
• three Directors elected representing employees, pursuant independence, availability and motivation of the prospective
to Articles L.22-10-6 et seq. of the French Commercial candidate and his/her adherence to the Group’s values.
Code; and
The replacement of Directors appointed by the General
• one Director representing employee shareholders, pursuant Shareholders’ Meeting, whose positions have become vacant
to Article L.22-10-5 of the French Commercial Code, during the term of office, due to death or resignation, is
elected by the Shareholders’ Meeting. subject to the laws and regulations in force. Note that these
measures may not be applied in the event of the vacancy, for
any reason, of the seat of a Director elected by the
employees or of the seat of the Director representing the
employee shareholders.

Governance
As of the date of this report, the key features of the Board of Directors composition are the following :
1
Chairman
(independent)
5
Independent 3
Directors A mixed Directors
and independent representing
Board employees
13 40 % (1)
67 % (2)
members of women Independent

Men (9) Women (4)
Directors
98% attendance
1
Directors representing
employee shareholders
1
2 Director representing
Directors recommended the French State
by the French State (appointed by decree)
(1) In assessing the ratio of women to men on Boards of Directors, the law stipulates, at the date of this report, that Directors who are
employee representatives – who are not elected by the Shareholders’ Meeting – are not taken into account
(2) In assessing the ratio of Independent Directors within the Board of Directors, the Afep-Medef Code stipulates that Directors representing
employees and employee shareholders are not taken into account
Changes in composition of the Board of Directors and committees in 2020
Departure Appointment Renewal

Board of Directors Isabelle Kocher (02/24/2020) - Fabrice Brégier (05/14/2020)
Lord Peter Ricketts of Shortlands (05/14/2020)
Audit Committee - - -
SITC (1)
- - -
ACGC (2)
- - Fabrice Brégier (05/14/2020)
Lord Peter Ricketts of Shortlands (05/14/2020)
EESDC (3)
- - -
(1) SITC: Strategy, Investment and Technology Committee
(2) ACGC: Appointments, Compensation and Governance Committee
(3) EESDC: Ethics, Environment and Sustainable Development Committee
4.1.1.1 Experience and expertise of the Directors in office

Pursuant to the provisions of Article L.225-17 of the French account. As the Board of Directors of ENGIE includes
Commercial Code, which established the principle of balanced three Directors representing employees, the assessment is based
gender representation on Boards of Directors, ENGIE’s Board on 10 Directors, four of whom are women (a ratio of 40%).
of Directors includes four female Directors from a total of 13. ENGIE also seeks to increase the diversity and international
In assessing the ratio of women to men on Boards of experience of its Board of Directors. Four nationalities are
Directors, the law stipulates, at the date of this report, that represented by the 13 Directors (Australian, British, Canadian
Directors who are employee representatives – who are not and French). Please refer to Section 4.1.1.7 Diversity policy
elected by the Shareholders’ Meeting – are not taken into for members of the Board of Directors.

4 Governance
Summary presentation of the Board of Directors
Number
Number of of offices in
ENGIE other listed Indepen- Seniority Participation
First and last name, shares companies dent Date of initial Expiration on the in Board
gender (1)
and age Nationality held (2) (excl. ENGIE) Director appointment of term Board (3) committees (4)
Jean-Pierre Clamadieu 40,000 2 ✓ 05/18/2018 2022 2 Chairman of
M, 62 the SITC,
ACGC (5)
JP
Fabrice Brégier Clamadieu 500 1 ✓ 05/03/2016 2024 4 ACGC
M, 59
Françoise Malrieu 3,000 1 ✓ 05/02/2011 2023 9 Chairman of

F, 75 the ACGC,
Audit
Committee,
EESDC
Ross McInnes 500 2 ✓ 05/18/2018 2022 2 Chairman of
M, 66 the EESDC,
Audit
Committee,
SITC
Marie-José Nadeau 1,000 0 ✓ 04/28/2015 2023 5 Chairman of
F, 67 the Audit
Committee,
SITC
Lord Ricketts 750 0 ✓ 05/03/2016 (6)
2024 4 ACGC
Of Shortlands
M, 68
Isabelle Bui 0 1 ✗ 06/05/2019 2023 1 Audit
F, 39 Committee,
SITC, ACGC
Patrice Durand 1,500 (7)

0 ✗ 12/14/2016 2023 4 SITC
M, 67
Mari-Noëlle 500 2 ✗ 04/28/2015 2023 5 EESDC

Jégo-Laveissière
F, 52
Christophe Agogué 125 0 NA (8) 05/18/2018 2022 2 EESDC
M, 59
Alain Beullier 51 0 NA (8) 01/21/2009 2022 12 ACGC

M, 56
Philippe Lepage 287 0 NA (8) 04/28/2014 2022 6 SITC

M, 56
Christophe Aubert 160 0 NA (8) 05/12/2017 2021 3 Audit

M, 56 Committee
(1) Female (F), Male (M)

(2) As of the date of this report, Directors co-opted or elected by the Shareholders’ Meeting on the recommendation of the French State, the
Director representing the French State and the Directors representing employees or employee shareholders are exempt from ownership of
shares of the Company (see Section 4.1.2.1 “Chairmanship and Organization”)
(3) In years elapsed
(4) SITC: Strategy, Investment and Technology Committee
ACGC: Appointments, Compensation and Governance Committee
EESDC: Ethics, Environment and Sustainable Development Committee
(5) Attends the ACGC without being a member
(6) With effect from August 1, 2016
(7) Following the acquisition of 750 shares on March 8, 2021
(8) Pursuant to the Afep-Medef Code, the number of Directors representing employees and employee shareholders is not taken into account
in calculating the percentage of independent Directors; see also Section 4.1.1.5 below

Governance
Directors elected by the Shareholders’ Meeting (6)
Age: 62
JEAN-PIERRE CLAMADIEU Nationality: French
Chairman of the Board of Directors First appointment: May 18, 2018
Chairman of the Strategy, Investment and Technology Expiration of term: 2022
Committee Shares held: 40,000 shares
Attends without being a member the meetings of the Business address:
Appointments, Compensation and Governance Committee ENGIE – 1 place Samuel de Champlain –
92400 Courbevoie
JP
Clamadieu
Jean-Pierre Clamadieu is a graduate of the École Nationale Supérieure des Mines de Paris and an engineer of the Corps des
Mines. He began his career within the French administration, particularly working for the Ministry of Industry and as technical
advisor to the Minister of Labor. In 1993, he joined the Rhône-Poulenc group where he held several management positions. In
2003, he was appointed Chief Executive Officer of the Rhodia group, and then Chairman-CEO in 2008. In September 2011,
following the merger of the Rhodia and Solvay groups, Jean-Pierre Clamadieu was named Vice Chairman of the Solvay Executive
Committee. From May 2012 to the end of February 2019, Jean-Pierre Clamadieu served as Chairman of the Executive Committee
and CEO of Solvay. On May 18, 2018, he was appointed Director and Chairman of the Board of ENGIE. On October 8, 2020, he
was also appointed Chairman of ENGIE Foundation.
Principal activities outside the Company

Director of companies
Current offices held Offices that have expired in the last five years
Offices and positions in companies outside the Group • Chairman of the Executive Committee and Director
• Chairman of the Chamber of Commerce of Brazil in France of Faurecia (1) and SNCF
• Chairman of the Board of Directors of the National Opera • CEO of Solvay (Belgium) (1)
of Paris • Chairman of the CEFIC (European Chemical Industry Council)
• Reference Director of AXA (1), Director of Airbus (1) • Director of the International Council of Chemical
• Vice-Chairman of the Executive Committee of the World Associations (ICCA)
Business Council for Sustainable Development (Switzerland) • Chairman of the Medef sustainable development commission
• Member of France Industrie, the European Table for Industry • Chairman of the Council of France-Brazil business leaders
and the Steering Committee of the Montaigne Institute of Medef International
• Member of Entreprises pour l’Environnement
Areas of expertise
• Office of Chair or Director of a large company
• Executive Board
• Industrial sector
(1) Listed company

4 Governance
Age: 59
Nationality: French
FABRICE BRÉGIER First appointment: May 3, 2016
Director Expiration of term: 2024
Member of the Appointments, Compensation Shares held: 500 shares
and Governance Committee Business address:
ENGIE – 1 place Samuel de Champlain –
92400 Courbevoie
A graduate of the École Polytechnique, Chief Engineer at the Corps des Mines, Fabrice Brégier began his career at the DRIRE
Alsace (Ministry of Industry and Trade), before being appointed Sub-Director of Economic, International and Financial Affairs with
the Ministry of Agriculture (Directorate-General for Food) in 1989. After serving as an Advisor to several French Ministers,
Mr. Brégier joined Matra Défense in 1993, where he was successively Chairman of Franco-German joint ventures and Director of
Stand-Off activities at Matra BAe Dynamics. In 1998, he became CEO of Matra BAe Dynamics. In 2001, he was appointed CEO of
MBDA, the leading European missile systems company. Early in 2003, Fabrice Brégier joined Eurocopter, becoming Chairman and
CEO in April. In 2005, he was appointed Director of EADS’ Eurocopter Division and member of the EADS Executive Committee,
then in 2006 was appointed Chief Operating Officer of Airbus and a member of the EADS Executive Committee. From 2012 to
2018, Fabrice Brégier served as Chairman and CEO of Airbus. In September 2018, he became Chairman of Palantir Technologies
France, a leading company in the field of Big Data.

Chairman of Palantir Technologies France
Offices and positions in companies outside the Group • Chief Operating Officer of Airbus (1) and Chairman of Airbus
• Chairman of Palantir Technologies France Commercial Aircraft until February 2018
• Member of the Board of Directors of KK Wind Solutions Areas of expertise

• Member of the Board of Directors of SCOR (1) • Executive Board
• Digital, innovation, new technologies
(1) Listed company

Governance
FRANÇOISE MALRIEU Age: 75

Nationality: French
Director
First appointment: May 2, 2011
Chair of the Appointments, Compensation Expiration of term: 2023
and Governance Committee
Shares held: 3,000 shares
Member of the Audit Committee and the Ethics, Business address:
Environment and Sustainable Development Committee
19, avenue Léopold II – Paris 16e
Françoise Malrieu is an expert in finance and governance. A graduate of the HEC School of Management, she launched her career
in 1969 in the financial analysis department of BNP, later becoming director of the department. She joined Lazard Frères
in 1987, where she led the merger-acquisitions department. As a Manager, then Managing Partner, she participated in a number
of operations, particularly the privatization programs. In 2001, she joined Deutsche Bank as Managing Director responsible for
the corporate finance activity. She ended her career in banking in 2010. After several years putting her expertise and knowledge
of businesses to use in the service of governance, she now actively participates in the study and development of industry best
practices. As a member of the executive boards of several associations, she helps businesses and associations work together to
implement projects that have a social impact.

Offices and positions in companies outside the Group • Member of the Supervisory Board of Oberthur Technologies
• Director of the La Poste Group (1)
• Member of the Supervisory Board of Bayard Presse SA
and of Lazard Frères Banque
Areas of expertise
• Finance
• CSR
(1) Listed company

4 Governance
ROSS MCINNES Age: 66

Nationalitie: French and Australian
Director
Chairman of the Ethics, Environment and Sustainable
Expiration of term: 2022
Development Committee
Shares held: 500 shares
Member of the Strategy, Investment and Technology
Business address: SAFRAN –
Committee and the Audit Committee
2, boulevard du Général Martial Valin – Paris 15e
A graduate of the University of Oxford, Ross McInnes began his career in 1977 with Kleinwort Benson in London and then in Rio
de Janeiro. In 1980, he joined Continental Bank (which became Bank of America) where he successively held several positions in
corporate finance operations, first in Chicago and then in Paris. In 1989, Ross McInnes joined Eridania Beghin-Say, where he was
appointed Chief Financial Officer in 1991, and a member of the Board of Directors in 1999. The following year, Ross McInnes
joined Thomson-CSF (now Thales) as Senior Vice-President and Chief Financial Officer and worked on the transformation of the
Group until 2005. He then joined the PPR Group (now Kering) as Senior Vice-President for Finance and Strategy, then became a
member of the Supervisory Board of Générale de Santé in 2006. He temporarily chaired the Management Board of Générale de
Santé from March until June 2007. He also holds the positions of Vice-Chairman of Macquarie Capital Europe, specializing
primarily in infrastructure investments. In March 2009, Mr. McInnes joined Safran and became Executive Vice President,
Economic and Financial Affairs in June of that year. He served as a member of the Safran Management Board from July 2009 to
April 2011, then as Deputy Chief Executive Officer until April 2015. On April 23, 2015, he became Chairman of the Safran Board
of Directors. Since February of 2015, Ross McInnes has also served as Special Representative for economic relations with
Australia, appointed by the Minister of Foreign Affairs and International Development in the context of French economic
diplomacy. From November 2016 to November 2019, he was a member of the High Committee on Corporate Governance. In
February 2017, he joined SICOM, the general partner of VIVESCIA Industries, as a “qualified person”. In October 2017, the Prime
Minister appointed Mr. McInnes Co-Chairman of the “Public Action 2022” Committee to propose actions to reform public policies.
The Committee has since achieved its goals. Since January 2018, Ross McInnes has been a Trustee and Director of the IFRS
Foundation. In October 2018, the Prime Minister tasked him with promoting France to British or foreign companies in the non-
financial sector located in the United Kingdom. Ross McInnes is also a Director of Eutelsat Communications (1).

Chairman of the Board of Directors of Safran (1)
Offices and positions in companies outside the Group • Director of Lectra (1)
, Faurecia (1), IMI Plc (1)
• Chairman of the Board of Directors of Safran (1) (United Kingdom)
• Director of Eutelsat Communications (1) Areas of expertise

• Trustee and Director of the IFRS Foundation • Office of Chair or Director of a large company
• Finance
(1) Listed company

Governance
Age: 67
MARIE-JOSÉ NADEAU Nationality: Canadian
First appointment: April 28, 2015
Director
Chair of the Audit Committee
Shares held: 1,000 shares
Member of the Strategy, Investment and Technology Business address:
Committee
300, avenue des sommets, App. 1102
Verdun (Québec) – H3E 2B7 (Canada)
Marie-José Nadeau is an expert on the energy sector. She is an honorary Chair of the international organization World Energy
Council, which she chaired from 2013-2016, after being Director during fifteen years.
A trained attorney who holds a Master’s degree in public law from the University of Ottawa, she assumed strategic functions in
the Canadian and Quebec governments before serving as Secretary General and Executive Vice-President for Corporate Affairs at
Hydro-Québec (Canada).
She is Director of TRANSMOUNTAIN Corporation, a Canadian company that operates and is developing an important network of
pipelines in Western Canada and the United States and Director of the Electric Power Research Institute (United States), an
international R&D organisation specialised in innovative technologies related to the power and environment sectors.
In 2009, she was awarded the title of Advocatus Emeritus by the Quebec Bar for her contribution to the legal profession. In 2016,
she was received as a member of the Order of Canada in recognition for her commitment to education and the environment.

Offices and positions in companies outside the Group • Chair of the World Energy Council (United Kingdom)
• Director of TRANSMOUNTAIN Corporation (Canada) • Secretary General and Executive Vice-President,
• Director of the Electric Power Research Institute (United Corporate Affairs at Hydro-Québec (Canada)
States) • Director of the Montreal Symphony Orchestra and Churchill
Falls and Labrador Corporation Limited (Canada)
• Chair of the Advisory Council of the Electric Power Research
Institute (United States)
• Director of Metro Inc. (1) (Canada)
Areas of expertise
• Energy sector
• Executive Board
(1) Listed company

4 Governance
Age: 68
Nationality: British
LORD PETER RICKETTS OF SHORTLANDS First appointment: May 3, 2016
Director Expiration of term: 2024
Member of the Appointments, Compensation Shares held: 750 shares
and Governance Committee Business address:
ENGIE – 1 place Samuel de Champlain –
92400 Courbevoie
A graduate of Oxford University, with a Master of Arts in English Literature from Pembroke College, Honorary DLC from the
University of Kent and Honorary LLD from the University of Bath, Peter Ricketts began his career in 1974 at the Foreign and
Commonwealth Office (FCO). In 1975, he was assigned as a Political Attaché in Singapore, and then served as the UK’s Permanent
Representative to NATO in Brussels, before joining the FCO. At the FCO, he served as the Assistant Private Secretary to former
Foreign Secretary Sir Geoffrey Howe in 1983, First Secretary at the British Embassy in Washington (United States) in 1985,
Division Chief in Hong Kong in 1990, Advisor for European and Economic Affairs at the British Embassy in France in 1995, and
Deputy Director of Policy in 1997. In 2000 he was appointed Chairman of the Joint Intelligence Committee, then in 2001 he was
named Policy Director of the FCO. From 2003 to 2006 he was Permanent Representative of the United Kingdom to NATO. In
2006, he became Secretary General of the FCO, and in 2010 he was named National Security Advisor of the United Kingdom.
Finally, from 2012 to January 2016, he was the United Kingdom’s Ambassador to France and Monaco. In October 2016, he was
appointed to the House of Lords.

Chairman of the Franco-British Council
Member of the House of Lords, London
President, Normandy Memorial Trust (charitable association)
Member, Royal Academy
Offices and positions in companies outside the Group None
• Strategic Consultant, Lockheed Martin (UK) Areas of expertise
• Geostrategic challenges
• Public sector
• Social dialogue/human resources

Governance
Director representing the French State, appointed by decree (1)

Director from the public sector
Age: 39
ISABELLE BUI Nationality: French
Director representing the French State, appointed by decree First appointment: June 5, 2019
Member of the Audit Committee Expiration of term: 2023
Member of the Strategy, Investment and Technology Shares held: 0 shares
Committee Business address:
Member of the Appointments, Compensation Agence des Participations de l’État
and Governance Committee Bâtiment Colbert – Télédoc 228 –
139, rue de Bercy 75572 – Paris Cedex 12
A graduate of Institut d’Études Politiques de Paris and of École Nationale d’Administration, Isabelle Bui began her career in 2008
at the Ministry of Economy and Finance, in the Directorate-General of the Treasury, as assistant head of the Investment,
Intellectual Property and Services office. Following two other positions at the Treasury in the Investment (anti-financial crime
and sanctions) and Financing (housing and general interest) offices, she joined the Total Group in 2012. She was Assistant to the
Director of International Public Affairs in charge of multilateral affairs until 2014. Returning to the Directorate-General of the
Treasury, she was appointed head of the Banking Services and Payment Methods office. Before joining the Agence des
Participations de l’Etat (APE: French government shareholdings agency) in May of 2019 as Director of Transport Shareholdings,
she was, from 2017, General Secretary of the Club de Paris and head of the Debt, International Financing and Secretariat office of
the Club de Paris.

Director of Transport Shareholdings at the APE
Offices and positions in companies outside the Group • Director of Monnaie de Paris as a representative
• Director of Aéroports de Paris (1) as a representative of the French State
of the French State • Director of the Régie autonome des transports parisiens
• Director of the Société Nationale des Chemins de Fer (RATP: Autonomous Parisian Transportation Administration)
français (SNCF) as a representative of the French State as a representative of the French State
Areas of expertise
• Public sector
• Finance
(1) Listed company

4 Governance
Directors elected by the Shareholders’ Meeting on the recommendation of the French State (2)
Age: 67
PATRICE DURAND Nationality: French
Director elected by the Shareholders’ Meeting First appointment: December 14, 2016
on the recommendation of the French State Expiration of term: 2023
Member of the Strategy, Investment Shares held: 1,500 shares (1)
and Technology Committee Business address:
22, avenue Théophile-Gautier – Paris 16e
A graduate of the Ecole Polytechnique and of the Ecole Nationale d’Administration, Patrice Durand began his career in 1978 as
Sub-Prefect, Director of the office of the Prefect of Eure-et-Loir and then the Haute-Normandie region in 1979. From 1981 to
1994, he served successively as head of mission in the Directorate-General of Administration at the Ministry of the Interior,
Deputy Secretary-General and Secretary-General of the Paris Club; Head of the Office of Energy, Transport, and Mines and
Secretary of the Economic and Social Development Fund, Head of Capital Goods and Other Investments and Deputy Director of
Treasury Management. In 1994, he became Executive Vice President, then in 1995, Deputy CEO in charge of economic and
financial affairs at Air France. From 1999 onwards, he was a member of the Executive Committee, in charge, among other things,
of the finances of the Central Risk Management, General Inspection, Legal Affairs, Asset Management, IT and Processing
departments, before becoming Deputy CEO of the Crédit Lyonnais Group in 2002. In 2003, he was also named Director of
Operations and Logistics and a member of the Executive Committee of Crédit Agricole SA. In 2005, he joined Thales as Deputy
CEO in charge of finance and administration. From 2012 to 2015, he was Deputy CEO in charge of finance and operations at the
Ingenico Group. Since 2016, he has served as a Director of French and foreign companies.

Offices and positions in companies outside the Group • Member of the Supervisory Board of
None Global Collect Services BV and GCS Holding BV (Netherlands)
• Director of Ingenico Holdings Asia (Hong Kong) and
Fujian Landi Commercial Equipment Co. Ltd (China)
Areas of expertise
• Finance
• Services sector
(1) Following the acquisition of 750 shares on March 8, 2021.

Governance
Age: 52
MARI-NOËLLE JÉGO-LAVEISSIÈRE Nationality: French
Director elected by the Shareholders’ Meeting
on the recommendation of the French State
Member of the Ethics, Environment and Sustainable
Business address:
ORANGE – 78, rue Olivier de Serres –
75015 Paris
A graduate of the École Normale Supérieure in Paris, Mari-Noëlle Jégo-Laveissière is also an engineer of the Corps des Mines. She
began her career in 1996 in the Distribution Network Department of France Télécom’s Paris Regional Department. She then held
other management positions within the group known as Orange since July 1, 2013, particularly in Marketing, Research and
Development, and International Networks and Businesses. Mari-Noëlle Jégo-Laveissière, Executive Director of Innovation,
Marketing and Technology and member of the Executive Committee of the Orange Group since March 2014, was appointed
Deputy CEO of the Orange Group, Chief Technology and Innovation Officer on May 2, 2018.
Since September 1, 2020, she is Deputy CEO of Orange in charge of Europe (outside France).
Deputy CEO of Orange in charge of Europe (outside France)
Offices and positions in companies outside the Group • Director of Agence Nationale des Fréquences (ANFR),
• Deputy CEO of Orange (1) in charge of Europe (outside of Nordnet, Soft@Home and Viaccess.
France) since September 1, 2020
Areas of expertise
• Director of Valéo (1) and NoWCP, Orange Romania (Romania),
• Digital, innovation, new technologies
Orange Poland, Orange Belgium, Orange Spain, Orange Bank
• Services sector
• CSR
(1) Listed company

4 Governance
Directors elected to represent employees (3)
Age: 59
CHRISTOPHE AGOGUÉ
Nationality: French
Director elected by employees, sponsored
by the Federation of the Gas and Electricity Industries –
CFE-Énergies trade union
Member of the Ethics, Environment and Sustainable
Business address:
GRDF – 6, rue Condorcet – Paris 9e
Christophe Agogué is an HEC graduate with a specialization in finance. In 1986, he joined EDF where he was responsible for
negotiations with COGEMA on the reprocessing of used fuel. After a period in the management office, he was responsible for
managing and then served on the Management Board of the subsidiary Nersa, in charge of the Superphénix reactor. In 2001, he
moved to Gaz de France where he led the real estate department and participated in the operations to buy back the transport
network from the French State, and in the first studies on the regulation of infrastructure activities. Having joined GRDF at its
inception, he works on the construction of several transmission tariffs. He has held union positions on behalf of CFE-Énergies
since 2009. He will be the union representative to the Central Works Committee of GRDF and to the ENGIE France Group
Committee and is the secretary for his local Works Committee.

GRDF (1) employee responsible on Regulation Economy Department
Author of essays, novels and plays
Offices and positions in Group companies None
• Member of the Board of Directors Areas of expertise
of Rassembleurs d’Energies (1)
• Finance
Offices and positions in companies outside the Group
None
• Energy sector
(1) ENGIE Group

Governance
Age: 56
ALAIN BEULLIER Nationality: French
First appointment: January 21, 2009
Director elected by employees, sponsored by the Chemical
Energy Federation — CFDT trade union
Member of the Appointments, Compensation
Business address:
ELENGY – Zone portuaire, BP 35 –
Montoir de Bretagne (44550)
Alain Beullier joined EDF GDF in 1984, holding various positions in the Customer Service and Sales Advisory departments in
several EDF GDF services centers in the Paris region. Currently an employee of Elengy, responsible for monitoring environmental
regulation, Alain Beullier was named Director representing the “Other Employees” category by employee vote on
December 18, 2008, was re-elected on March 14, 2014 and on March 15, 2018. Alain Beullier holds a corporate director’s
certificate issued by Sciences Po Executive Education and the Institut Français des Administrateurs, class of 2016.

Elengy (1) employee responsible for the monitoring of environmental regulations
Offices and positions in companies outside the Group None
None Areas of expertise
• CSR
• Energy sector
(1) ENGIE Group

4 Governance
Age: 56
PHILIPPE LEPAGE Nationality: French
Director elected by employees, sponsored by the National
Federation of Mines and Energy – CGT trade union
Member of the Strategy, Investment
Business address:
and Technology Committee
ELENGY – Zone portuaire, BP 35 –
Montoir de Bretagne (44550)
Recruited in 1982, Philippe Lepage was High-voltage Maintenance Technician from October 1982 to July 2002, and Chemical
Production Supervisor from July 2002 to January 2009. Since January 2009, he has been Assistant Shift Supervisor at the LNG
terminal at Montoir-de-Bretagne. Philippe Lepage was named Director representing the “Other Employees” category by employee
vote on March 14, 2014 and was re-elected on March 15, 2018.

Elengy (1)
employee attached to the General Secretariat
Offices and positions in Group companies None
• Director representing employees of Elengy elected Areas of expertise
by employee vote on May 25, 2009, re-elected
on October 14, 2014 and on February 8, 2021 • Digital, innovation, new technologies
Offices and positions in companies outside the Group • Energy sector
• Member of the French Gas Association, representing • Regulatory environment

employees for the CGT union to the Gas Sectoral Social
Dialog Committee of the European Commission and a
member of the Business Line Strategy Committee on
“New Energy Systems” and of the Skills Working Group
(1) ENGIE Group

Governance
Director elected by the Shareholders’ Meeting to represent employee shareholders (1)
Age: 56
CHRISTOPHE AUBERT Nationality: French
Director elected by the Shareholders’ Meeting to represent
employee shareholders, sponsored by the Federation
Construction Bois – CFDT trade union Shares held: 160 shares
Business address:
Member of the Audit Committee
ENGIE SOLUTIONS – 18, rue Thomas Edison –
Canéjan (33610)
Christophe Aubert has worked for a wide variety of companies, including Technicatome (CEA), Staefa Control System, Landis &
Gyr (Siemens) and Industelec (EDF), before joining ENGIE Solutions in February 2002 as head of sales at a regional office in
southwest France, before joining the southwest regional sales management team in 2007. He holds a corporate director’s
certificate issued by Sciences Po Executive Education and the Institut Français des Administrateurs, class of 2019.

ENGIE Energy Services (1) employee, serving as project head attached to the Industries BU in the Commercial sector, responsible
for the development of Asset-based projects
Offices and positions in companies outside the Group • Member of the Supervisory Board of the Link France
• Manager of MAAC IMMO and 2015 ORS France mutual funds
Areas of expertise
• Services sector
• Finance
• Regulatory environment
(1) ENGIE Group

4 Governance
4.1.1.2 Government Commissioner

In accordance with Article L.111-70 of the French Energy This position is held by Laurent Michel, appointed by
Code, the Minister of Energy appoints a Government ministerial order dated November 13, 2014. By ministerial
Commissioner to the Company who attends meetings of the order of the Minister for Ecological Transition dated March 2,
Board of Directors and the committees in an advisory 2021, Philippe Geiger was appointed Substitute Government
capacity and may present his/her observations to any Commissioner as of March 15, 2021, replacing Anne-Florie
Shareholders’ Meeting. Coron, who had been appointed to that role by ministerial
order of May 5, 2017.
4.1.1.3 Representative of the Social and Economic Committee

Pursuant to articles L.2312-72 et seq. of the French Labor Directors in an advisory capacity. Hamid Aït Ghezala
Code, one full member of the Social and Economic Committee, performs this role.
appointed by the latter, attends all meetings of the Board of
4.1.1.4 Absences of conflict of interest or conviction

The Chairman draws the attention of the Board to any To ENGIE’s knowledge, there are no potential conflicts of
conflicts of interest that he/she has identified, or of which he/ interest between the Directors’ duties with regard to ENGIE
she has been made aware, relating, if applicable, to the Chief and their private interests and/or other duties.
Executive Officer or the members of the Board of Directors. There are no family ties among the Directors.
He/she reviews any potential conflicts of interest and
To ENGIE’s knowledge, during the past five years, none of the
agreements disclosed pursuant to Article 1.12 of the Internal
Directors or executives of ENGIE has been convicted of
Regulations of the Board of Directors.
fraud, served as manager in a bankruptcy, receivership,
In addition to the provisions of the French Commercial Code liquidation or administration situation, been subject to legal
which govern related-party agreements, the Directors’ proceedings brought and/or official public sanction issued by
Charter (see Section 4.1.2.1 “Chairmanship and Organization”) a statutory or regulatory authority, or been prevented by a
stipulates that each Director must make every effort to avoid court from serving as a member of the management body or
any conflict that may exist between his/her moral and supervisory board of an issuer, nor from participating in the
material interests and those of the Company, must inform the management or oversight of the business of an issuer.
Board of any conflict of interest in which he/she may be
Furthermore, no loans or guarantees have been granted to, or
directly or indirectly involved and, where he/she cannot
on behalf of, members of the Company’s board or
avoid the conflict of interest, must abstain from discussions
management.
and voting on any decision concerning such matters.
4.1.1.5 Independence of Directors in office

Article 1.1.2 of the Internal Regulations requires the Board to well as Patrice Durand and Mari-Noëlle Jégo-Laveissière,
review the independence of each of its members, based on Directors elected by the Shareholders’ Meeting on the
criteria determined by the Board. This review must be recommendation of the State, pursuant to Article 6 of
conducted annually, prior to the Shareholders’ Meeting held Ordinance 2014-948 of August 20, 2014;
to approve the financial statements for the previous fiscal • Alain Beullier, Philippe Lepage and Christophe Agogué,
year. The process for assessing the independence of each Directors representing employees pursuant to Articles
Director was performed by the ACGC at its meeting of L.22-10-6 et seq. of the French Commercial Code; Christophe
February 4, 2021, and then by the Board of Directors at its Aubert, Director representing employee shareholders,
meeting of February 25, 2021. pursuant to Article L.22-10-5 of the same code.
Both bodies reviewed the status of each Director on a case- Six Directors are deemed to be independent (see also
by-case basis with respect to the Afep-Medef Code to which Section “Profiles, experience and expertise of the Directors in
they refer. office”), making the percentage of Independent Directors 67%,
It is specified that the following Directors, who were it being specified that, pursuant to the Afep-Medef Code, the
appointed as a result of legal or statutory obligations, cannot number of Directors representing employees and employee
be deemed independent: shareholders is not counted in the calculation of the
• Isabelle Bui, Director representing the French State, appointed percentage of Independent Directors.
by Article 4 of Ordinance 2014-948 of August 20, 2014, as

Governance
Independence of the Directors under the independence criteria set forth in section 9 of the Afep-Medef Code
Independent Corporate Term Status
(I) employee of office of non-
Not during the Cross- Significant longer executive Status
independent previous director- business Family Statutory than corporate of major
(NI) 5 years ships relations ties Auditor 12 years officer shareholder
Jean-Pierre Clamadieu I
Fabrice Brégier I
Françoise Malrieu I
Ross McInnes I
Marie-José Nadeau I
Peter Ricketts of Shortlands I
Isabelle Bui NI ✗
Patrice Durand NI ✗
Mari-Noëlle Jégo-Laveissière NI ✗
Christophe Agogué NI ✗
Alain Beullier NI ✗
Philippe Lepage NI ✗
Christophe Aubert NI ✗
✗ = Independence criterion not met
Criterion 1: Corporate employee during the previous five years Criterion 4: Family ties
The director must not be or have been during the previous five The director has no close family ties with a corporate officer.
years: Criterion 5: Statutory Auditor
• an employee or executive corporate officer of the Company; The Director has not been the Statutory Auditor of the
• an employee, executive corporate officer or Director of a Company during the previous five years.
company consolidated by the Company;
Criterion 6: Term of office longer than 12 years
• an employee, executive corporate officer or Director of the
parent company of the Company or of a company The Director has not served for more than 12 years. The status
consolidated by said parent company. of independent Director is lost on the twelve-year anniversary
date.
Criterion 2: Cross-directorships
Criterion 7: Status of non-executive corporate officer
The director must not be an executive corporate officer of a
company in which the Company directly or indirectly holds the A non-executive corporate officer may not be considered
office of Director, or in which an employee designated as such independent if he or she receives variable remuneration in cash
or an executive corporate officer of the Company (current or or securities or any remuneration related to the performance of
within the last five years) holds the office of Director. the Company or the Group.
Criterion 3: Significant business relations Criterion 8: Status of major shareholder

The director may not be a significant customer, supplier, Directors representing major shareholders of the Company or
business banker, financing banker, consultant: its parent company may be considered independent when such
shareholders do not exercise control over the Company.
• of the Company or its Group; However, if a director exceeds a threshold of 10% of the capital
• or for whom the Company or its Group represents a or voting rights, the Board, based on a report by the
significant share of the business. Appointments Committee, systematically reviews the
The assessment of the significant nature (or not) of the independent status of the director(s) concerned, taking into
relationship with the Company or its Group is debated by the account the structure of the Company’s capital and whether or
Board, and the quantitative and qualitative criteria that led to not potential conflicts of interest exist.
this assessment (continuity, economic dependence, exclusivity,
etc.) are explained in the annual report.

4 Governance
The Board of Directors looked especially closely at ENGIE’s therefore has no decision-making power within the
business relationships with Palantir Technologies Inc. to contracting company. It is not his responsibility to determine
determine whether their nature and significance were such the makeup of the teams: staffing decisions are made at the
that they could affect the independence of Fabrice Brégier, international level, and the local operators have no decision-
Chairman of Palantir Technologies France SAS, a subsidiary of making power. The Board noted that in accordance with
Palantir Technologies Inc. common practice within its group, Palantir Technologies Inc.
During this review, the Board learned of a draft agreement reserves the right to call on one or more French engineers,
with Palantir Technologies Inc., which would provide ENGIE through internal supply of staff by Palantir Technologies
with a data management and algorithmics technology solution France SAS, which is not party to the agreement with ENGIE.
that is tailored to the Group’s needs in the services sector. Any services rendered by Palantir Technologies France SAS
This agreement was classified as a current agreement and staff would therefore be billed to the parent company in
entered into under normal conditions by the Group’s accordance with OECD rules. Finally, Fabrice Brégier’s
Agreement Classification Committee. compensation is not based on Palantir Technologies France
SAS’s earnings and will not be connected to this agreement.
The Board found that the agreement would not be significant
for Palantir Technologies Inc. in proportion to its consolidated In light of these factors and on the recommendation of the
revenues. On ENGIE’s side, it would remain limited in Appointments, Compensation and Governance Committee, the
proportion to its annual purchases of IT services. Board of Directors found that Fabrice Brégier’s independence
within ENGIE’s Board of Directors will not be affected by the
In terms of the structure of the agreement, Fabrice Brégier
signature of the anticipated agreement.
stated that he does not hold any office within the
management bodies of Palantir Technologies Inc. and that he
4.1.1.6 Multiple Directorships

The number of offices held by the directors in listed more than two other offices as a Director in listed companies
companies outside the Group, including foreign companies, outside his/her Group, including foreign companies. A Director
was assessed as of February 25, 2021, in accordance with the may not hold more than four other offices in listed companies
recommendations Article 19 of the Afep-Medef Code, which outside the Group, including foreign companies”.
stipulates that: “An executive corporate officer may not hold
Number of offices
held in external listed companies (1) Compliance with the Afep-Medef Code
Jean-Pierre Clamadieu 2 ✓
Fabrice Brégier 1 ✓
Françoise Malrieu 1 ✓
Ross McInnes 2 ✓
Marie-José Nadeau 0 ✓
Peter Ricketts of Shortlands 0 ✓
Isabelle Bui 1 ✓
Patrice Durand 0 ✓
Mari-Noëlle Jégo-Laveissière 1 ✓
Christophe Agogué 0 ✓
Alain Beullier 0 ✓
Philippe Lepage 0 ✓
Christophe Aubert 0 ✓
(1) According to the criteria of the Afep-Medef Code
4.1.1.7 Diversity policy for members of the Board of Directors

The Board of Directors works to promote diversity on the Then, information on three key areas of expertise is provided
Board in terms of the professional qualifications and for each Director, based on his or her professional
experience, gender, nationality and age of its members. qualifications and experience. These are set out in the table
With regard to the professional qualifications and experience of below and under each of their biographies.
the Directors, the objective of the Board is to ensure that its With respect to the proportion of women and men, the legal
composition is adequate for ENGIE’s activities, challenges and requirement for 40% of Board members to be women and
strategic plans, thereby contributing to the quality of the 40% to be men has been met. The proportion of women on
decisions made. To implement this objective, the Board will the Board as of February 25, 2021 is 40%.
propose to the Shareholders’ Meeting of May 20, 2021 the Four nationalities are represented by the 13 Directors
appointment, for a period of four years, of Catherine MacGregor (Australian, British, Canadian and French).
and a representative of employee shareholders. Catherine
Finally, in terms of age, the Board has only one Director aged
MacGregor's key areas of expertise are set out in the table below.
over 70. The applicable legal requirement, in the absence of a
Following discussions with investors in 2019, the Board of specific provision in the bylaws, is therefore satisfied
Directors decided, on the recommendation of the ACGC, to change i.e. Directors over the age of 70 do not make up more than
the way in which information about Directors is provided to the one third of the Directors in office.
market, taking a more individual approach centered exclusively
on the key areas of expertise of each Director.

Governance
Individual key areas of expertise of Directors

Office
of Chair or Digital, Social
Director innovation, dialogue Geo- Regulator
List of areas Executive of a large new Human Energy Services Industrial Public strategic y environ-
of expertise Board company CSR Finance technologies Resources sector sector sector sector issues ment
Jean-Pierre ✓ ✓ ✓
Clamadieu
Fabrice Brégier ✓ ✓ ✓
Françoise Malrieu ✓ ✓ ✓
Ross McInnes ✓ ✓ ✓
Marie-José Nadeau ✓ ✓ ✓
Lord Ricketts ✓ ✓ ✓
Isabelle Bui ✓ ✓ ✓
Patrice Durand ✓ ✓ ✓
Mari-Noëlle ✓ ✓ ✓
Jégo-Laveissière
Christophe Agogué ✓ ✓ ✓
Alain Beullier ✓ ✓ ✓
Philippe Lepage ✓ ✓ ✓
Christophe Aubert ✓ ✓ ✓
4.1.2 Functioning of the Board of Directors

The Covid-19 health crisis
In the face of the Covid-19 health crisis, Group's governance had to adapt to carry out its various tasks. The preparation
materials for Board and committee meetings were already sent in electronic format. In view of health requirements, these
meetings were held remotely, via electronic means.
The Board was attentive developments in the health crisis within the Group and its operational and financial consequences.
The Audit Committee also met on an exceptional basis in March 2020 in order to review the impact of the crisis In addition,
throughout the year, the Board's committees have been called upon on several occasions in connection with specific issues
related to the health crisis..
4.1.2.1 Chairmanship and organization

The operating procedures of the Board of Directors are Also once a year, without the presence of the CEO and those
defined in Article 14 of the bylaws. Its organizational Directors who have an employment contract with a Group
procedures are set out in Article 1 of the Board of Directors’ company, the Chairman convenes a meeting of directors to
Internal Regulations, which specify the ways and means by assess the CEO’s performance. The Chairman informs the
which the Board can operate efficiently on behalf of the members of the Board about the convocation of these
Company and its shareholders, as well as the responsibilities meetings. The Chairman may invite Employee Directors to
incumbent on each Director. take part in all or part of these meetings.
The Board of Directors meets as often as the Company’s The Secretary of the Board of Directors provides
interests require and, in accordance with its Internal administrative services to the Board and records the minutes
Regulations, at least six times a year, including at least once of its meetings.
each quarter. Board of Directors’ meetings may be held via Under Article 13.6 of the bylaws, all Directors must own at
any means of videoconference or telecommunication that least fifty (50) shares in the Company, unless an exemption
allows Directors to be identified and ensures their effective has been granted under the applicable laws or regulations. On
participation. the recommendations of the ACGC, this bylaw obligation was
Board meetings are also attended by the Government’s strengthened in the Internal Regulations by an obligation for
Commissioner and the representative of the Central Social each Director to hold a minimum of 500 shares, unless
and Economic Committee, who have an advisory role, and by exempted by legal or regulatory provisions. This obligation
the Chief Executive Officer, the General Secretary, and the must be met no later than twelve (12) months after joining
Secretary to the Board of Directors. the Board of Directors. This requirement does not apply to
Once a year, the Board of Directors carries out a self- Directors ratified or elected by the Shareholders’ Meeting on
assessment under the guidance of the ACGC; at least every the recommendation of the French State, the Director
two years, this assessment is carried out externally. representing the French State, the Directors representing the
employees or the Director representing employee
shareholders (the number of shares personally owned by the
Directors is provided in Section 4.1.1.1 above).

4 Governance
The Internal Regulations were amended on July 30, 2020, in • ensures that the Shareholders’ Meetings that he/she chairs
order to reduce the scope of decisions that the Board cannot are properly organized;
take without an in-person meeting, by limiting the cases • answers shareholders’ questions and, more generally,
requiring a physical presence to those set out by law, and to ensures that good relations are maintained with
provide for the holding of virtual committee meetings as shareholders. If necessary, he/she provides assistance in
necessary. responding to the requests of shareholders not represented
The appendices to the Internal Regulations include the on the Board, and makes him or herself available to meet
Directors’ Charter and the Code of Conduct, which set out the with them and listen to their comments and suggestions
rights and duties of each Director. (see also Section 4.2 “Dialog with shareholders”).
The Directors’ Charter includes the rules relating to Directors’ In consultation with the Chief Executive Officer, the Chairman
terms of office, compliance with the company’s interests, the of the Board is also responsible for:
laws and bylaws, independence criteria, duty of expression, • organizing the strategic work of the Board and monitoring
conflicts of interest, professionalism, involvement and the preparation and implementation of succession plans for
effectiveness. the members of the Group Executive Committee;
Directors undertake to devote the necessary time and • representing the Group at a high level with national and
attention to their duties. They must stay informed of the international bodies in the interest of the Group.
activities and the specifics of the Company, its issues and
The Chairman also:
values, including by talking with principal officers. They must
assiduously and diligently attend Board meetings. • devotes his/her best efforts to promoting the Group’s
values and image in all circumstances;
The individual attendance rates of the Directors for meetings
of the Board and its committees are set out in Section 4.1.2.6 • keeps the members of the Board informed, as necessary,
“Attendance by Directors at meetings of the Board of between two meetings;
Directors and its committees in 2020” below. • is the only person authorized to speak and act on the
Board’s behalf;
The Code of Conduct sets out the rules governing trading in
the Company’s securities and the offense of insider trading • draws the attention of the Board to any conflicts of
applicable to Directors, corporate officers and all employees. interest that he/she has identified, or of which he/she has
It expresses the Company’s desire to ensure prudent been made aware, concerning, where applicable, the Chief
management of its securities, and to comply and ensure Executive Officer or the members of the Board of
others’ compliance with current regulations governing Directors. He/she reviews any potential conflicts of interest
securities transactions carried out by corporate officers and and agreements disclosed pursuant to Article 1.12 of the
employees. Internal Regulations of the Board of Directors;
• participates in the organization of the periodic self-
In addition to the foregoing, the Regulations for Employee
assessment of the Board conducted by the ACGC, as well as
Directors, approved by the Board of Directors at its meeting
discussions on governance issues relating to the Board’s
of December 9, 2009, lay down conditions under which
operating procedures.
Directors representing employees are to exercise their duties.
The Chairman of the Board of Directors: The Board may assign information or consultation missions to
the Chairman on specific subjects within the Board’s purview.
• organizes and directs the work of the Board, and reports
on this to the Shareholders’ Meeting; The Chairman works in coordination with the CEO, who has
responsibility for Group administration and operational
• chairs the Board’s meetings, oversees deliberations,
management in the context of the transitional Collective
ensures compliance with the Internal Regulations, and may
management team. The Chairman has, at the request of the
suspend the session at any time;
Board, actively supported the Collective management team
• upholds the quality of dialog and ensures that the Board’s put in place from February 24 to December 31, 2020.
decisions are made on a collective basis;
As well as exercising the powers conferred on him/her by
• makes sure that the Board spends enough time on law, he/she may be consulted by the executive management
discussions and allots time to each of the items on the team on any matter relating to the conduct of the business.
agenda in proportion to the importance that each issue
represents for the Company. The Directors ensure, The Chairman is kept regularly informed by the CEO about
collectively, that the time allotted to each of them to significant events in the life of the Group, particularly with
express their views is evenly balanced; regard to strategy, organization, investment and
disinvestment. At the CEO’s invitation, the Chairman may
• pays particular attention to ensuring that the issues raised
attend internal meetings with the Company’s managers and
on the agenda receive an appropriate response;
teams to provide his/her point of view on strategic issues.
• ensures that the Board and its committees function
properly, assisting them and submitting questions to them If he or she is unable to serve, the Chairman is replaced,
for opinions; pursuant to Article 1.3.1 of the Internal Regulations, by a
Vice-Chairman or, if that is not possible, by the Chief
• ensures that the principles of good governance are applied
Executive Officer if the CEO is a Director or, if not, by another
(particularly that Directors have the information they need
Director chosen by the Board at the beginning of the
to carry out their duties, sufficiently in advance and in a
meeting.
clear and appropriate form);
4.1.2.2 Tasks of the Board of Directors

The Board of Directors, on a collective basis, determines the • working to promote long-term value creation by the
Company’s business strategy and oversees its implementation. company by taking into consideration the social and
Subject to the applicable laws and regulations and the environmental challenges of its activities;
Company bylaws, it determines the supervisory framework of • ensuring that shareholders and investors receive relevant,
General Management. It also exercises the following powers: balanced and educational information about the Company’s
• appointing the executive corporate officers; strategy and development model, the handling of
• dealing with all matters concerning the smooth running of significant non-financial issues and the Company’s long-
the Company and, through its decisions, managing the term prospects;
Company’s business; • performing any checks and verifications it considers
appropriate;

Governance
• reviewing, at least once a year: • resolving disputes by way of agreement, settlement or

— the budget, arbitration decision for an amount exceeding €200 million;
— the Group’s industrial strategy, • entering into long-term energy purchasing plans on behalf
— the Group’s financial strategy, of the Group that involves quantities, per transaction, in
excess of:
— market trends, the competitive context and principal
challenges, including in the area of the Group’s social and — 30 billion kWh of gas per year, including the terms of
environmental responsibility, transmission,
— the professional and salary equality policy. — 20 billion kWh of electricity per year, including the
terms of transmission;
The Chief Executive Officer is vested with the broadest
• entering into significant transactions beyond the scope of
powers to act in all circumstances in the name of the
the Company’s stated strategy;
Company and represents the Company in its relations with
third parties. However, certain significant operations are • entering into real estate acquisitions or disposal
subject to prior authorization by the Board of Directors, such transactions for an amount exceeding €200 million,
as the following operations: • entering into the following transactions for an amount
exceeding €1.5 billion:
• acquiring or divesting any of the Company’s direct or
indirect interests in any company formed, or to be formed, — granting or contracting any loans, borrowings, credit or
taking an interest in the formation of any company, joint cash advances by the Company, or authorizing any
venture, consortium or body or subscribing to any issue of Group subsidiary or financing medium for this purpose,
shares, share equivalents or bonds in which the Company’s — acquiring or assigning any receivables, by any method,
or the Group’s financial exposure exceeds €250 million for — entering into significant agreements with the French
the transaction in question; State relating to the objectives and terms and conditions
• becoming involved in asset contribution or exchange of implementation of public service assignments
transaction, with or without a cash balance, relative to entrusted to the Company or its subsidiaries, within the
goods, securities, stocks or bonds for an amount exceeding limits set by law.
€250 million; Each year, the Board of Directors authorizes the Chief
• entering into supply, works or service contracts (with the Executive Officer to issue guarantees, other securities and
exceptions of contracts related to long-term energy bonds for amounts determined by the Board of Directors.
purchase transactions), including successive amendments
thereto, if any, for an amount exceeding €400 million;
4.1.2.3 Work of the Board of Directors
16 13 98%
MEETINGS DIRECTORS PARTICIPATION
The Board of Directors of ENGIE met 16 times in 2020, with an average attendance rate of 98%. Ten of the 13 Directors serving
over the year attended all meetings of the Board, and three Directors missed only one meeting. The average individual
attendance rate at meetings of the Board of Directors and the committees for 2020 is indicated, for each director, in
Section 4.1.2.6 “Attendance by Directors at meetings of the Board of Directors and its committees in 2020”.
The agenda of Board meetings is established by the Chairman in consultation with the Chief Executive Officer. The objective is to
prioritize discussions for issues which, under the Group’s governance principles and pursuant to the texts in force, such as the
Internal Regulations, involve a decision.
Each meeting begins with one item devoted to health and safety, followed by a review of the Group’s position (business
performance).
Meetings of Directors with no executive functions at the Company (so-called "executive sessions") regularly take place after
Board meetings. If necessary, the subjects raised during the executive session will be reported to the Chief Executive Officer.
Main activities in 2020

Group strategic planning and monitoring of its operations: Investments and sales of assets:
• monitoring the impact of the health crisis; • review of a series of investment and divestment projects,
• review of the strategy of the Global Business Lines; including those requiring a decision by the Board, including:
• definition of the new strategic plan: — extension of the Rhône concession (Compagnie Nationale
— greater selectivity with the two priority areas of du Rhône),
renewable energy and networks, and in terms of — construction of the Punta Lomitas windpower plant in
geography; increased sales of assets to support this Peru,
strategy, — disposal of 49% of a wind power and solar power
— strategic review of service activities (Client Solutions); portfolio in Hannon Amstrong in the United States ,
• operational implementation of the new strategic priorities: — project for the construction of a wind farm in the
sale of 29% of SUEZ shares; defining the scope of Client southwest of Kansas (Noram BU),
Solutions kept within the Group and those intended to form — acquisition of 10% of TAG in Brazil,
a new entity; — Paris district cooling bid,
• preparation and follow-up for the Board’s annual strategic — disposal of 30% of the shares of SUEZ;
planning seminar (see box). • monitoring the acquisitions performance and learning from
best practices;
• feedback on acquisitions;
• progress reports on current projects.

4 Governance
Strategic planning seminar

The members of the Board of Directors met at their annual strategic planning seminar and discussed developments in the
sector as well as the expectations of the Group’s stakeholders. They conducted a progress review of the strategic plan
initiated in July 2020 for each business in order to identify any opportunities to be seized, any challenges ahead and follow
its monitoring. This review clarified the strategic outlook and the financial information to be used as a basis for future
decisions taken by the Board.
Finance, audit and risks: — appointment of a new Chief Executive Officer (see box),
• approval of the separate and consolidated financial — compensation for corporate officers;
statements, proposed allocation of earnings and their draft • definition of the purpose and inclusion in the bylaws;
press releases; • lessons to be learned from the dialog between the
• approval of the provisional management documents; Chairman and the shareholders, investors and proxy
• approval of the budget and medium-term business plan; advisors, particularly in the context of governance
• analysis of the Group’s annual risk review; roadshows;
• renewal of the annual authorizations granted to the Chief • preparation for the Combined Shareholders’ Meeting and
Executive Officer to issue bond loans and to issue responses to written questions from shareholders;
guarantees and other securities; • diversity, expertise and independence policy for Directors
• analysis of financial studies and analysts’ notes. in office;
• objective of increasing female representation on the
Governance, appointments and compensation:
Executive Committee;
• management of developments in governance:
• appointments to the Board committees;
— terms for the departure of the Chief Executive Officer,
• assessment of the functioning of the Board.
— appointment of a transitional collective management team,
Recruitment process for the new Chief Executive Officer

The recruitment process for the new Chief Executive Officer was led by the Appointments, Compensation and Governance
Committee with the support of the Chairman of the Board of Directors. Following the departure of Isabelle Kocher on
February 24, 2020, a transitional governance was put in place and the process launched for the recruitment of a new Chief
Executive Officer. The new profile was determined and two recruitment firms were hired. At the same time, the Board of
Directors adopted new strategic priorities which were announced in July 2020 and shared with selected candidates to ensure
their alignment on the priorities to be pursued. At its meeting of October 2, 2020, the Board of Directors decided to appoint
Catherine MacGregor as the Chief Executive Officer as of January 1, 2021. Catherine MacGregor’s vision of the transformation
and development of the Group, her industrial and international experience as well as her leadership and recognized
managerial qualities will contribute fully to the implementation of the Group's strategic priorities. Her appointment as a
Director will be submitted to the Annual Shareholders’ Meeting of May 20, 2021.
Corporate Social Responsibility: Training:

• CSR objectives; In addition to the bespoke training program provided to all
• examination of the adequacy of investment projects vis-a- new Directors, the Company regularly holds specific training
vis each of the Group’s CSR criteria, thus taking into or information sessions at the request of the members of the
account social, ethical and climatic challenges in particular; Board of Directors. This also enables Board members to meet
• professional and salary equality policy; with the Group’s senior executives.
• declaration on modern slavery provided under UK Due to the Covid-19 health crisis, no collective training has
regulations; been held in 2020.
• examination of the annual Health and Safety report and the
2021-2025 Health and Safety action plan;
• internal CSR reports.
4.1.2.4 Standing committees

Four standing committees assist the Board of Directors: The committees perform their duties under the responsibility
• the Audit Committee; of the Board of Directors. No committee may, on its own
initiative, address issues that fall outside the scope of its
• the Strategy, Investment and Technology Committee;
mission. The committees have no decision-making power.
• the Appointments, Compensation and Governance Committee;
and On the Chairman’s recommendation, and having heard the
opinion of the Appointments, Compensation and Governance
• and the Ethics, Environment and Sustainable Development
Committee, the Board of Directors appoints the members and
Committee.
Chairman of each committee, based on the skills, experience
Each committee is chaired by an Independent Director. and availability of each Director (see Section 4.1.1.1 “Profiles,
These committees are tasked with studying matters of experience and expertise of the Directors in office” and the
concern to the Group that the Board or the Chairman has table “Changes in composition of the Board of Directors and
submitted for their opinion. They are also charged with Committees in 2020” under Section 4.1.1).
preparing the Board’s work and decisions on such matters
and projects and reporting their conclusions to the Board in
the form of reports, proposals, opinions, information or
recommendations.

Governance
In order to carry out their work, the committees may The practice of holding executive sessions, i.e. part of the
interview members of Company and Group divisions and/or committee’s meeting taking place without the presence of
commission technical studies on matters within their management, is either systematic or occasional, depending on
competence at the Company’s expense, provided that they the committee concerned.
have informed the Chairman of the Board about this, and that The General Secretariat provides secretarial services to the
they report on it to the Board. If the committees use the Board committees.
services of external consultants, they must ensure that the
advice concerned is objective.
Audit Committee Appointments, Compensation

Chair Chair
Marie-José Nadeau Françoise Malrieu
3 2 100% 2 3 100%
attendance attendance
7 11
75% 75%
+2 joint meetings with the SITC (1) independent (2) independent (2)
Board of Directors
Chairman
4 9 98%
attendance
16
67%
independent (2)
The Ethics, Environment Strategy, Investment

and Sustainable Development Committee and Technology Committee
Chairman Chairman
Ross McInnes Jean-Pierre Clamadieu
2 100% 2 96%
2 attendance
4 attendance
4 6
67% +2 joint meetings 60%
independent (2) with the Audit Committee independent (2)
(1) Strategy, Investment and Technology Committee

(2) Pursuant to the Afep-Medef Code, Directors representing employees and employee shareholders are not taken into account when
determining the proportion of Independent Directors within the Board and its committees
4.1.2.4.1 The Audit Committee
7 2 5 100%
MEETINGS JOINT MEETINGS DIRECTORS PARTICIPATION
WITH THE SITC
The Audit Committee has five members: Marie-José Nadeau (1)

(Chair), Christophe Aubert, Isabelle Bui, Françoise Malrieu (1) and
Ross McInnes (1).
The Audit Committee met seven times in 2020, with an attendance rate of 100%. The Statutory Auditors attended all of these
meetings, with the exception of the joint meeting with the SITC in December.
Each meeting of the Committee was followed by an executive session.
4.1.2.4.1.1 Main tasks • to ensure that the Statutory Auditors comply with the
The main tasks of the Audit Committee are: conditions of independence;
• to monitor the process of preparing financial information • to monitor the provision by the Statutory Auditors of
and, if necessary, to make recommendations to ensure its services other than the auditing of the financial statements
integrity; and the application of the rules for the capping of the
related fees;
• to examine in advance, and provide an opinion on, the
draft annual and interim financial statements; • to examine, each year, the Statutory Auditors’ fees and
their scheduled work;
• to interview, whenever it deems this to be necessary, the
Statutory Auditors, General Management, Financial Management, • to monitor the efficiency of the Group’s internal control
Internal Audit and any other management member; and auditing systems and procedures;
• to examine important financial press releases before they • to examine, with the internal audit managers, the plans and
are released; actions taken in the area of internal audit, the conclusions
of these planned measures and actions and the subsequent
• to select, appoint and re-appoint the Statutory Auditors;
recommendations and follow-up;
• to monitor the performance by the Statutory Auditors of
their assignments;
(1) Independent Director

4 Governance
• to monitor the efficiency of the Group’s risk management • the operating accounts of the Chairman and the Board of
systems and procedures, with regard to procedures for Directors;
preparing and processing accounting and financial data; • the project of the financial resolutions submitted to the
• to regularly obtain updates on the Group’s financial Shareholders’ Meeting;
position, cash position and significant commitments and • the procedure for pre-approval of the non-audit
risks. assignments of the Statutory Auditors;
The Committee reports regularly to the Board on the • the prior approval of any work assigned to the Statutory
performance of its duties. It also reports on the results of the Auditors that falls outside their audit assignment and the
audit assignment, how it contributed to the completeness of monitoring of these assignments; the report on the 2019
the financial information and the role it played in this fees of the Statutory Auditors, their 2020 work program
process. It immediately notifies the Board of any problems and the renewal of their mandates;
encountered. • the 2020 and 2021 risk reviews;
• the Group insurance review;
4.1.2.4.1.2 Main activities in 2020
• the financial rating;
The Audit Committee’s activities were mainly focused on the
• the Group’s tax policy;
following matters:
• the transparency of foreign operations;
• the consolidated and separate financial statements as at
• the Group’s position with regard to the Covid-19 health crisis;
December 31, 2019 and June 30, 2020, the financial
information for the first and third quarters of 2020 and • the signature of a €2.5 billion syndicated credit line (club deal);
their related press releases; • the accounting treatment of the tax equity structure
• the annual and interim assumptions and forecasts and the (renewable energy projects in the United States);
provisional management documents; • the dematerialization of financial statements (ESEF –
• the dividend policy and guidance; European Electronic Single Format);
• changes in the operational KPIs communicated to the market; • the monitoring of priority risks:
• the quarterly activity reports from the internal audit and — cybersecurity,
the follow-up of the audit recommendations, the 2020 — industrial safety and insurance,
and 2021 annual internal audit plans and the update of — nuclear safety;
the 2020 annual audit plan in view of the Covid-19 health • the issue of hybrid bonds;
crisis; • the 2020 treasury management policy and presentation of
• the review of the Group’s internal control, including the the methods for presenting cash flow hedges;
control process applicable to its nuclear facilities in • investor relations, including feedback from roadshows.
Belgium;
4.1.2.4.2 The Strategy, Investment and Technology Committee
6 2 6 96%
MEETINGS JOINT MEETINGS WITH DIRECTORS PARTICIPATION
THE AUDIT COMMITTEE
The Strategy, Investment and Technology Committee has six members: Jean-Pierre Clamadieu (1)
(Chair), Isabelle Bui, Patrice
Durand, Philippe Lepage, Ross McInnes (1) and Marie-José Nadeau (1).
The Chief Executive Officer attends meetings of the SITC.
The SITC met eight times in 2020, with an average attendance rate of 96%.
4.1.2.4.2.1 Main tasks • operational management during the Covid-19 health crisis,
The main tasks of the Committee are: impact and outlook on peers;
• to provide an opinion on the Company’s main strategic • feedback on acquisitions and look-back on a series of
aims, particularly with regard to strategy; acquired projects;
• to examine all external and internal growth projects, • the preparation and follow-up for the Board’s annual
disposals, strategic agreements, alliances or partnerships, strategic seminar;
that are submitted to the Board; • a series of investment and disposal projects;
• to examine strategic decisions relating to technological • the staging posts of projects in progress.
developments, as well as questions concerning the
construction and upgrading of industrial facilities and
annual and multi-year supply, works or services contracts, Work of joint meetings of the Audit Committee and the SITC:
purchasing policy and significant real estate projects. • operational management in the context of the Covid-19
health crisis:
4.1.2.4.2.2 Main activities in 2020 — CAPEX action plan,
The Committee’s activities were mainly focused on the following — resilience of financial reporting processes,
matters: — liquidity/financing position,
• strategic issues; — revised forecasting process;
• geographic selectivity; • budget and medium-term business plan.
• strategic review of Client Solutions;

Governance
4.1.2.4.3 The Appointments, Compensation and Governance Committee
11 5 100%
The Appointments, Compensation and Governance Committee has five members: Françoise Malrieu (1)
(Chair), Alain Beullier,
Fabrice Brégier (1), Isabelle Bui and Lord Ricketts of Shortlands (1).
The Chairman and the Chief Executive Officer attend meetings of the ACGC, unless the meetings address matters that concern
them.
Each meeting of the Committee results in an executive session.
The ACGC met eleven times in 2020, with an attendance rate of 100%.
4.1.2.4.3.1 Main tasks • the setting up of a transitional collective management

The main tasks of the Committee are to examine and make team;
recommendations to the Board of Directors on: • the recruitment process for the new Chief Executive
• all nominations for a seat on the Board that must be Officer;
submitted to the Shareholders’ Meeting for approval, as • compensation for corporate officers;
well as for the position of committee member of Chairman, • the purpose;
• the succession of the Company’s Chairman and Chief • the policy on diversity within the Board; the composition
Executive Officer; of the Board and its committees; independence and
• the compensation, pension and welfare plans, benefits in expertise of Directors;
kind and various pecuniary rights awarded to the Chairman • assessment of the functioning of the Board and its
and to the Chief Executive Officer, as well as to any committees;
members of the Board that hold employment contracts • follow-up on the recommendations issued by investors and
with the Company; proxy advisors during governance roadshows led by the
• directing the process for the annual assessment of the Chairman of the Board of Directors;
Board’s work; • employee shareholding and the process for appointing the
• assessing, with the Chairman, the proper operation of Director representing employee shareholders;
governing bodies; • changes in composition of the Executive Committee and
• the consultative review of the succession plan for the ENGIE 50;
Company’s executives and information on General • the objective of increasing female representation on the
Management projects relating to the appointment of Executive Committee
members of the Executive Committee and on their • amendments to the Board’s Internal Regulations;
compensation policy;
• the success rate of action plans and performance units;
• the review of all nominations of the Chairman and the
• performance share plans for 2020;
Chief Executive Officer for any corporate office in a listed
company outside the Group; • equity ratios;
• maintaining bonus share awards for members of the • draft resolutions within its remit submitted to the
Executive Committee. Shareholders’ Meeting;
• and the governance and compensation sections of the draft
4.1.2.4.3.2 Main activities in 2020 Universal registration document.
The Committee’s activities were mainly focused on the
following matters:
• the terms of departure of the Chief Executive Officer;
4.1.2.4.4 The Ethics, Environment and Sustainable Development Committee
4 4 100%
The Ethics, Environment and Sustainable Development Committee has four members: Ross McInnes (1)
(Chair), Christophe Agogué,
Mari-Noëlle Jégo-Laveissière and Françoise Malrieu (1).
The Committee members meet once a year without management present to discuss the functioning of the Committee and the
matters that they would like it to address.
The Committee met four times in 2020, with an attendance rate of 100%.

4 Governance
4.1.2.4.4.1 Main tasks Environmental and social responsibility:

The main tasks of the Committee are: • examination of the Group’s CSR performance and a report
• to ensure that the Group has the right level of commitment by one of the Statutory Auditors on this performance;
with regard to ethics, non-financial compliance, and • CSR objectives and their roll-out;
corporate, social and environmental responsibility; • the integrated draft report;
• to examine the Group’s policies, guidelines and charters in • analysis and actions led concerning the “Climate change”
these areas; priority risk, Science Based Targets certification and
• to examine human resources policies and learn about the implementation of the recommendations of the Task force
monitoring of the corresponding risks; on Climate-related Financial Disclosure;
• to ensure, where applicable, the establishment of a system • update of CSR, environmental and societal policies;
to prevent and detect corruption and influence peddling; • overview and new priorities of the Rassembleurs
• to examine the risks and opportunities related to climate d’Énergies fund;
change and more generally to monitor the Group’s • review of the CSR section of the draft Universal
approach to non-financial issues and the long-term outlook, registration document;
including by setting non-financial objectives. • the examination, before notification to all the Directors, of
an internal CSR report, providing, amongst other things,
4.1.2.4.4.2 Main activities in 2020 information on all salient facts affecting ENGIE, internal
The Committee’s activities were mainly focused on the and external news, any disputes and including a specific
following matters: focus on climate, water and biodiversity.
Ethics and compliance: Employer’s social responsibility:
• the annual report on Ethics and compliance; • monitoring of the “HR transformation” priority risk;
• changes to policies on business consultants; • the professional and salary equality policy and indices;
• the declaration on modern slavery (UK regulations). • annual health and safety report;
• 2021-2025 health and safety action plan;
• review of each fatal accident.
4.1.2.5 Assessment of the operations of the Board of Directors

The assessment of the operations of the Board of Directors The Directors noted that the fact that Board and Committee
and its Committees in 2020 was led by the Appointments, meetings were held remotely due to the Covid-19 health
Compensation and Governance Committee (ACGC), with the crisis hindered the collegial atmosphere of the meetings and
assistance of an external consultant. the informal exchanges.
The questionnaire used, which was verified by the ACGC, In addition to the concern for the respect of the
included both close-ended questions, which allowed for confidentiality of the Board’s work, the following points of
statistical monitoring of the responses received, and open- attention should be noted for 2021: continuation of the
ended questions, which allowed Directors to clarify their positive dynamic that has developed between the new Chief
answers and make comments and proposals for changes. Executive Officer and the interim general management, the
Questions focused on the operational functioning of the implementation of the project to develop multi-technical
Board and its Committees, the major decisions made in 2020, services activities and the further development of aspects of
the development and implementation of strategy and the financial and non-financial value creation. The Directors
Board’s priorities for 2021. would like to see the resumption of site visits and new
theme-based informational meetings.
The work carried out under the aegis of the Chairman of the
ACGC was reported to that committee on February 4, 2021 The Board of Directors and the Committees duly noted the
and to the Board of Directors on February 25, 2021. recommendations from this assessment work and will take
necessary action on them.
In particular, the evaluation showed that the functioning of
the Board has improved in 2020, a year in which the Board The attendance rate of Directors at Board and Committee
was able to make complex decisions in a calm climate in meetings in 2020 has been published in Section 4.1.2.6
which everyone’s positions were respected. The Directors below.
were united around the interests of the Group. The impetus
given by the Chairman to the work of the Board was assessed
very positively, as was the improvement in the information
available to inform strategic choices.

Governance
4.2 Dialog with shareholders
4.1.2.6 Attendance by Directors at meetings of the Board of Directors and its committees in 2020
Board of Audit
Directors Committee SITC ACGC EESDC
Jean-Pierre Clamadieu 100% 100%
Isabelle Kocher (1)
100%
Fabrice Brégier 100% 100%
Isabelle Bui 100% 100% 88% 100%
Françoise Malrieu 100% 100% 100% 100%
Ross McInnes 100% 100% 100% 100%
Marie-José Nadeau 100% 100% 100%
Peter Ricketts of Shortlands 100% 100%
Patrice Durand 100% 100%
Mari-Noëlle Jégo-Laveissière 94% 100%
Christophe Agogué 100% 100%
Alain Beullier 94% 100%
Philippe Lepage 94% 88%
Christophe Aubert 100% 100%
OVERALL ATTENDANCE RATE 98% 100% 96% 100% 100%
(1) Resignation on February 24, 2020
4.2 Dialog with shareholders

4.2.1 Dialog of the Chairman
The Chairman maintained a regular dialog with individual In the second half of the year, the Chairman participated in
shareholders of the Group. two remote shareholders’ meetings on October 13 and
At its Shareholders' Meeting on May 14, 2020 held behind November 23. A hard copy letter summarizing the Group's
closed doors, in the context of the health crisis, a dedicated 2020 highlights was also sent to 50,000 shareholders in early
online platform was set up on the Company’s website to allow January 2021.
shareholders to ask questions without these falling within During 2020, the Chairman also spoke with the main
the legal framework for written questions. To prepare for the institutional investors and voting advisory agencies,
Shareholders' Meeting, the Chairman also met with members particularly in the context of the governance roadshows that
of the ENGIE Shareholders’ Advisory Committee, the main took place in March 2020, discussing matters of purpose,
associations of individual shareholders, and the strategy, governance, compensation and CSR.
representatives of employee shareholders. The Shareholders' The dialogue will continue in 2021.
Meeting was broadcast live and in its entirety on the Group’s
website and has remained available for viewing in replay.
4.2.2 Shareholders’ Meeting of May 20, 2021 – Composition

of the Board of Directors
At its meeting on February 25, 2021, the Board of Directors The term of office of Christophe Aubert will expire at the
decided to convene a Combined General Shareholders’ close of the next Shareholders’ Meeting. The Supervisory
Meeting on May 20, 2021. Boards of FPCE Link France and Link International have
The Board of Directors will propose to the Shareholders’ nominated Jacinthe Delage and Steven Lambert as candidates
Meeting of May 20, 2021 the appointment as a Director of for directorship. The candidate receiving the highest number
Catherine MacGregor, appointed Chief Executive Officer of of votes will be appointed as Director representing employee
ENGIE on October 2, 2020, effective on January 1, 2021. shareholders for a term of four years ending at the close of
the Ordinary Shareholders’ Meeting that will be called in
Catherine MacGregor (1) will be appointed for a term of four
2025 to approve the financial statements for the fiscal year
years ending at the close of the Ordinary Shareholders’
ending December 31, 2024.
Meeting that will be called in 2025 to approve the financial
statements for the fiscal year ending December 31, 2024.
(1) On March 1, 2021, Catherine MacGregor purchased 15,000 ENGIE shares on Euronext Paris

4 Governance
4.3 General Management
At the end of the Shareholders’ Meeting, subject to approval hold the Combined Shareholders' Meeting of May 20, 2021
of these resolutions, the Board of Directors will consist of 14 behind closed doors, at Espace Grande Arche, Paris La
members. The proportion of Independent Directors will be Défense, France. We would therefore like shareholders to
60% (1) and the proportion of women will be 46% (2). note that both postal and electronic means may be used to
In the context of the Covid-19 epidemic and in line with vote at the Shareholders’ Meeting and to send written
measures taken by the French Government to try to curb the questions to the Board, under the conditions set out by the
spread of the virus, in particular Ordinance No. 2020-321 of regulations. The documents for the Shareholders’ Meeting will
March 25, 2020 and Decree No. 2020-418 of April 10, 2020, be available on the Company website. Shareholders are
as extended by Decree No. 2021-255 of March 9, 2021, the invited to visit this page of the website regularly. It will
Board of Directors decided, as an exceptional measure, to specify the arrangements for taking part.
4.3 General Management

Since January 1, 2021 the Company’s Chief Executive Officer • Cécile Prévieu, Executive Vice President in charge of Client
is Catherine MacGregor. Solutions activities;
On February 24, 2020, following the termination of Isabelle • Édouard Sauvage, Executive Vice President in charge of
Kocher's duties, the Board decided to appoint with immediate Networks activities;
effect Claire Waysand, General Secretary, as acting Chief • Jérôme Stubler, Executive Vice President, project manager
Executive Officer, as part of a collective management team reporting to the CEO, for the multi-technical services
together with Paulo Almirante, Executive Vice-President and organizational project;
Chief Operating Officer and Judith Hartmann, Executive Vice- • Claire Waysand, Executive Vice President in charge of the
President and Chief Financial Officer. The Board asked Jean- General Secretariat, Strategy, Research & Innovation,
Pierre Clamadieu to support the transition management team Communication.
in order to ensure the success of this period which ended on
The Operational Management Committee, known as ENGIE 50,
December 31, 2020.
is in charge of operational activities, and is composed of the
The Chief Executive Officer is invested with the broadest Executive Vice-Presidents, the CEOs of the BUs, the directors
powers to act in all circumstances on behalf of the Company, of the Global Business Units and the managers of the main
exercises her functions within the limits of the corporate functional departments.
objective and subject to the powers that the law expressly
It is chaired by the Chief Executive Officer. The Operational
attributes to Shareholders’ General Meetings and the Board of
Management Committee implements ENGIE’s strategic
Directors. According to the internal rules, the respective
decisions; it is also in charge of taking the Group’s
powers and duties of the Chairman of the Board and the Chief
transformation closer to the regions.
Executive Officer are determined by the Board of Directors
and the Internal Regulations of the Board (see Section 4.1.2.1 In accordance with Article L.22-10-10 para. 2 of the French
“Chairmanship and organization”). Commercial Code, the report on corporate governance
includes “information on how the company seeks balanced
Two executive bodies - the Executive Committee and the
representation of women and men within the committee set up,
Operational Management Committee - are responsible for
formulating ENGIE’s strategy and monitoring its implementation. where appropriate, by the General Management for the
purposes of regularly assisting it in carrying out its general
The Executive Committee, which is in charge of Group functions, and information on the results in terms of diversity
management, comprises the Executive Vice-Presidents under in the 10% of positions with higher responsibility. If the
the management of the Chief Executive Officer. It formulates company does not apply such a policy, the report shall contain
strategic decisions according to the guidelines defined by the an explanation of the reasons for this.”
Board of Directors. It develops ENGIE’s long-term outlook and
ensures that the short-term objectives are achieved. It makes As the “committee set up, where appropriate, by the General
all major decisions particularly concerning investment, Management for the purposes of regularly assisting it in carrying
reviews performance, and monitors the pace of the Group out its general functions” corresponds to the Executive Committee.
transformation. With respect to 10% of positions with higher responsibility, if the
At the date of this document, the Executive Committee has scope described by the French Commercial Code is that of the
the following 11 members: Company, i.e. ENGIE SA, in terms of the organization of the
Group, its integrated structure, and its positioning in more than
• Catherine MacGregor, Chief Executive Officer; 62 countries for a total of 172,703 employees, it seems more
• Paulo Almirante, Executive Vice-President in charge of appropriate to consider the Group as a whole with regard to
Renewables activities, also in charge of Global Energy the spirit of the law. The Group has approximately 500 senior
Management and Nuclear Generation activities; managers across all the territories in which it is present whose
• Sébastien Arbola, Executive Vice President in charge of role is to deliver the Group’s strategy. ENGIE therefore
Thermal Generation and Energy Supply activities; considers that the relevant scope to use for the 10% of
• Jean-Sébastien Blanc, Executive Vice President in charge of positions with higher responsibility is that of ENGIE 50.
Human Resources; The Executive Committee consists of 11 members, including
• Frank Demaille, Executive Vice President in charge of four women (36.4%), and four nationalities, On the
Transformation and Geographies; recommendation of the General Management, the Board of
• Judith Hartmann, Executive Vice President in charge of Directors set a target of at least 40% of women and at least
Finance, Corporate Social Responsibility and Procurement; 40% of men on the Executive Committee by 2025.
• Yves Le Gélard, Executive Vice President in charge of ENGIE 50 is composed of 47 members, including 13 women
Digital and Information Systems; (27.6%), and comprising eight nationalities. Seven members of
ENGIE 50 were outside the Group in their previous positions.
(1) Percentage calculated pursuant to the Afep-Medef Code which stipulates that the Directors representing employees and employee
shareholders are not taken into account when calculating the proportion of the independent directors
(2) In assessing the ratio of women to men on boards of Directors at the end of the General Meeting of May 20, 2021, the law stipulates
that Directors representing employees and employee shareholders – who are not elected by the Shareholders’ Meeting – are not taken into
account

Governance
4.4 Compensation and benefits paid to members of the administration and management bodies
For several years, the Group’s appointments policy has Therefore, for key positions in the Group, the final
strengthened gender diversity: thus, since January 1, 2020, two appointment decision is made on the basis of a list of
women have joined ENGIE 50 (excluding the Executive candidates that includes men and women. Most appointments
Committee), from a total of five appointments, i.e. a proportion are made from this talent pool, comprising around
of women appointed of 40%. In 2019, seven women were 600 people, 35% of whom are women.
appointed from a total of 20 appointments, i.e. 35%. These actions aim to change career paths and talent
The Group seeks to develop mixed talent pools, comprising development, opening them up to various profiles, so as to
executive managers with strong potential, thus helping to eventually form governance bodies that fully embody the
increase female representation in the two bodies mentioned Group’s diversity policy.
above, namely the Executive Committee and ENGIE 50.
4.4 Compensation and benefits paid to members

of the administration and management bodies
4.4.1 Compensation of executive corporate officers
Compensation of executive corporate officers is determined Compensation of the other executive corporate officers
by the Board of Directors based on the recommendations of generally includes:
the Appointments, Compensation and Governance Committee • a fixed component, which remains unchanged throughout
(ACGC). It is subject to a presentation and binding votes at the the term of office, unless the Board of Directors, on the
Annual Shareholders’ Meeting in accordance with recommendation of the ACGC, decides otherwise;
Articles L.22-10-8, L.22-10-9, and L.22-10-34 of the French
• a variable component, balanced relative to total
Commercial Code.
compensation, the purpose of which is to reflect the
The compensation policy is reviewed annually by the ACGC executive’s personal contribution to the Group’s
and is based in particular on specific studies carried out by an development and results; and
external firm specializing in this area. • a long-term incentive component, subject to performance
In its recommendations to the Board of Directors, the ACGC conditions.
seeks to propose a compensation policy that is in line with Stringent performance criteria are set both for the variable
corporate responsibility and the practices of comparable component and for long-term incentive plans, maintaining a
major international groups for similar positions, based on a link between the Group’s performance and the compensation
benchmark established by a specialized external firm that of its directors in the short, medium and long term and
includes companies listed on the CAC 40, the Eurostoxx 50 contributing to the Company’s strategy and sustainability.
(excluding companies in the financial sector), and the
Eurostoxx Utilities indices. The compensation policies applicable to the Chairman of the
Board and the Chief Executive Officer as of 2021 are
Pursuant to Article 9.6 of the Afep-Medef Code, the Chairman described in Section 4.4.1.10.3.
of the Board of Directors, as an independent director, does
not receive variable compensation linked to the Company’s
performance.
4.4.1.1 Fixed compensation
Fixed compensation in 2020 The fixed annual compensation of Claire Waysand was set at
€550,000, i.e., €458,333 as a pro rata proportion from
Jean-Pierre Clamadieu, Chairman of the Board of Directors,
February 24 to December 31, 2020, plus an annual benefit in
received compensation of €450,000.
kind of €6,236, i.e., €5,139 as a pro rata proportion.
The fixed annual compensation of Isabelle Kocher, Chief
Executive Officer, was set at €1,000,000, i.e., €166,667 as a
pro rata proportion from January 1 to February 24, 2020, Fixed compensation in 2021
plus an annual benefit in kind of €6,012, i.e., €1,002 as a Please refer to Section 4.4.1.10.3.
pro rata proportion.
4.4.1.2 Variable compensation
Variable compensation in 2019 • set the success rate of the qualitative criteria at 90%.
Jean-Pierre Clamadieu, Chairman of the Board of Directors, Based on the respective weightings of the quantifiable (60%)
received no variable compensation in respect of his office. and qualitative (40%) criteria, the overall success rate was
As for Isabelle Kocher, at its meeting of February 24, 2020, determined to be 94.5%. The variable component for 2019
the Board of Directors, on the recommendation of the ACGC: was thus €661,500. It was paid to Isabelle Kocher following
approval by the shareholders at the Shareholders’ Meeting of
• noted that the success rate of the quantifiable criteria was May 14, 2020.
97.5% (broken down as follows: Net recurring income
Group share, per share (1/2): 103.4%; ROCE (1/6): 100.3%;
Free cash flow (1/6): 107.2%; Net debt (1/6): 67.4%),

4 Governance
Variable compensation in 2020 The qualitative portion was subject to the following
performance criteria:
Jean-Pierre Clamadieu, Chairman of the Board of Directors,
received no variable compensation in respect of his office. • management of the Covid-19 crisis and preparation of the
exit from the crisis (60%):
As for Isabelle Kocher, Chief Executive Officer from January 1
to February 24, 2020, on February 24, 2020, the Board of — employee health and safety,
Directors decided to set the annual variable component for — continuity of essential services and rapid recovery of all
fiscal year 2020 as a pro rata proportion of the annual activities,
variable amount awarded to the CEO for 2019, i.e. a gross — securing of liquidity and mitigation of financial impacts;
amount of €110,250. This amount will only be paid if • progress in Group simplification and selectivity of activities
approved by the shareholders at the Shareholders’ Meeting of and geographical areas (20%);
May 20, 2021. • quality of relations between Board and Management and
As for Claire Waysand, acting Chief Executive Officer from commitment of the Executive Committee and teams (20%).
February 24 to December 31, 2020, on February 26, 2020,
At its meeting of February 25, 2021, the Board of Directors,
the Board of Directors, on the proposal of the ACGC, set
on the recommendation of the ACGC:
specific compensation for her term as acting Chief Executive
Officer of up to €400,000, subject to two performance • noted that the success rate of the quantitative criteria was
conditions: the efficient functioning of the collective 37.5% (broken down as follows: Net recurring income
management team and her ability to ensure the Group’s Group share, per share (1/2): 0%; ROC (1/4): 0%; economic
operational management during that period. On the proposal net debt (1/4): 150%);
of the ACGC, on December 17, 2020 the Board of Directors • set the success rate of the qualitative criteria at 132%.
decided to set this specific compensation at its ceiling of Based on the respective weightings of the quantitative (65%)
€400,000 in view of the quality of management during the and qualitative (35%) criteria, the overall success rate was
transition period, in particular with regard to the determined to be 70.58%.
aforementioned criteria.
The amount of the variable portion for 2020 to be paid to
In addition, under Claire Waysand’s employment contract, the Claire Waysand under her employment contract thus amounts
annual variable compensation corresponds to a target bonus to €388,190 for the entire 2020 fiscal year, i.e. €323,491 as a
of 100% of the annual fixed compensation, which corresponds pro rata proportion from February 24 to December 31, 2020.
to a 100% achievement of the targets, with a cap of 150% in
These amounts will only be paid if approved by the
the event of overperformance.
shareholders at the Shareholders’ Meeting of May 20, 2021.
Sixty-five percent of this bonus is subject to quantitative
criteria (50% recurring income, Group share and 50% COI) and
35% to qualitative assessment. Lastly, a penalty of up to 20% Variable compensation in 2021
of the target may apply (health and safety/compliance) Please refer to Section 4.4.1.10.3.
4.4.1.3 Long-term incentive compensation (Performance Units)

The ACGC, following the recommendations of the Afep-Medef include any annual or multi-year variable compensation or
Code, which seeks to promote the long-term engagement of long-term incentive plans.
corporate leaders, recommended to the Board of Directors On the recommendation of the ACGC, the Board of Directors,
that the executive corporate officers compensation include a at its meeting of February 27, 2019, voted to award 120,000
long-term incentive component, provided that this is Performance Units to Isabelle Kocher for fiscal year 2019.
reasonable and subject to strict performance conditions, and When Isabelle Kocher left the ENGIE Group, however, the
is comparable to that of other beneficiaries. The Board of continuous service condition associated with these PUs was
Directors decided on February 26, 2020 that this component not met and they therefore became null and void.
may not, when initially awarded, represent more than 50% of
the CEO’s overall compensation.
The ACGC proposed a long-term incentive plan to the Board Performance Units for fiscal year 2020
of Directors in the form of Performance Units (PUs). As Isabelle Kocher left the ENGIE Group as Chief Executive
Officer on February 24, 2020, no PUs were awarded to
Isabelle Kocher for fiscal year 2020.
Performance Units for 2019
Claire Waysand was not awarded any PUs for fiscal year 2020.
Jean-Pierre Clamadieu was not awarded any PUs for 2019,
in accordance with the compensation policy, which stipulates
that the compensation of the Chairman of the Board will not Performance Units for fiscal year 2021
Please refer to Section 4.4.1.10.3.
4.4.1.4 Pension plans

Jean-Pierre Clamadieu is not covered by any supplementary new mechanism. The employer contribution corresponds to 25%
pension plan in respect of his duties as Chairman of the Board of the sum of the fixed compensation and the actual variable
of Directors. compensation accrued for the given year. It also depends on the
In addition to pension entitlements from mandatory plans, for Company’s performance, since the calculation base includes the
fiscal years 2019 and 2020(1), Isabelle Kocher benefited from a variable portion linked to the Group’s results. This employer
supplementary pension plan, under which the Company does contribution is subject to social contributions without any limit
not guarantee the amount of the pension but pays an annual according to the applicable rules. For 2019, the employer
employer contribution, half of which comprises contributions contribution was €415,375. For the period from January 1
paid to a third-party organization under an optional defined to February 24, 2020, the employer contribution was €69,229.
contribution pension plan (Article 82) and half of which is a cash It will only be paid to Isabelle Kocher if approved by the
sum, given the immediate taxation on commencement of this shareholders at the Shareholders’ Meeting of May 20, 2021.
(1) For years prior to 2019, please refer to Section 4.4.1.4 of the 2019 Universal registration document

Governance
Claire Waysand did not benefit from a supplementary pension Company employees, in particular the supplementary pension
plan for her term as acting Chief Executive Officer. Under the plans (Articles 82 and 83) and supplementary Group benefit
terms of her employment contract, she benefits, exclusively and healthcare insurance coverage.
from the collective plans in place for all ENGIE Management
4.4.1.5 Employment contract, special retirement plans, severance pay and non-compete clause
Compensation or
benefits due or likely
to be due on Compensation
Employment Supplementary termination or due under a
contract pension plan change of function non-compete clause
Jean-Pierre Clamadieu no no no no
Chairman
Isabelle Kocher yes see 4.4.1.4 see below see below
Chief Executive Officer (suspended)
(until February 24, 2020)
Claire Waysand yes see 4.4.1.4 see below see below
Acting Chief Executive Officer see below
(from February 24 to December 31, 2020)
In the context of the termination of Isabelle Kocher’s In accordance with the terms of this settlement agreement,
functions, at its meeting of February 24, 2020, the Board of ENGIE paid Isabelle Kocher €672,736 gross in 2020 as a
Directors authorized the conclusion of a memorandum of settlement indemnity, plus €820,880 gross corresponding to
understanding, which was approved by the ENGIE the pro rata proportion of the time spent on the
Shareholders’ Meeting of May 14, 2020 under the regulated non–competition indemnity. The total amount of €1,399,204 in
agreements. legal and/or contractual indemnities related to the termination
This protocol provides for a transactional indemnity in the of employment contract was also paid to her in 2020.
amount of €672,736 gross for the purpose of settling the Following the departure of the former Chief Executive Officer,
conditions for the termination of the duties of Chief Executive to ensure the success of the transition, the Board of
Officer amicably and definitively. Directors, at its meeting of February 24, 2020, appointed
It was also agreed that the employment contract of Isabelle General Secretary Claire Waysand as acting Chief Executive
Kocher (who joined the ENGIE Group in 2002) with ENGIE Officer, with immediate effect, as part of a management team
Management Company, which was suspended from comprising Paulo Almirante, Executive Vice President and
January 1, 2015 until the date of the end of her tenure as Chief Operating Officer, and Judith Hartmann, Executive Vice
CEO, would be terminated. Isabelle Kocher therefore President and Chief Financial Officer. The Board has asked
benefited from indemnities for early termination of her Jean-Pierre Clamadieu, Chairman of the Board of Directors, to
employment contract under the social measures in place at support this transitional management team to ensure that
ENGIE Management Company, amounting to 3/5 of her the transition phase goes smoothly.
monthly salary per year of service (capped at 18 months’ Given the interim nature of the position of Chief Executive
salary), i.e. a gross amount of €1,149,204, and severance pay Officer held by Claire Waysand, the Board of Directors
of three months’ remuneration, i.e. €250,000 (gross). decided at its meeting of February 26, 2020, on the
Given the nature of her duties at ENGIE and the market in recommendation of the ACGC, that Claire Waysand would
which the Group operates, it was deemed important, in order retain the benefit of her employment contract with ENGIE
to preserve the legitimate interests of the Group, to require Management Company corresponding to her duties as General
Isabelle Kocher to make a non-compete commitment, which Secretary of the ENGIE Group, which she has continued to
she accepted in the memorandum of understanding. In perform.
exchange for this non-compete commitment, which will apply Claire Waysand’s employment contract does not provide
for 18 months, Isabelle Kocher will receive a total gross specifically for non-compete or severance compensation. As
indemnity of €1,231,320. This indemnity, which is linked to part of the Company’s human resources policies, all
the duration of the non-compete commitment, corresponds to employees of ENGIE Management Company receive
50% of her average gross monthly fixed and variable severance compensation when their employment contract is
compensation (annual variable) received in the 12 months terminated. Indemnities due under said policies amounts to 3/5
prior to the date of the effective termination of her duties as of the monthly salary per year of service in the company or
Chief Executive Officer. Group and is capped at 18 months’ salary. “Monthly salary” is
understood to mean one-twelfth of the annual fixed
compensation of the current year plus the last variable
component that was paid.

4 Governance
4.4.1.6 Summary of compensation of each executive corporate officer

2020 2019
Amount due Amount paid Amount due Amount paid
In euros for 2020 in 2020 for 2019 in 2019
Chairman
Fixed compensation 450,000 450,000 433,064 433,064
Variable compensation 0 0 0 0
Employer contribution to retirement plan 0 0 0 0
Extraordinary compensation 0 0 0 0
Directors’ fees 0 0 0 0
Benefits in kind 0 0 0 0
TOTAL 450,000 450,000 433,064 433,064
2020 2019
Amount payable Amount paid
for 2020 in 2020
(as a pro rata (as a pro rata Amount payable Amount paid
In euros proportion) proportion) for 2019 in 2019
Isabelle Kocher
Chief Executive Officer (until February 24, 2020)
Fixed compensation 166,667 166,667 1,000,000 1,000,000
Variable compensation 110,250 661,500 661,500 641,760
Employer contribution to retirement plan 69,229 415,375 415,375 410,440
Extraordinary compensation 0 0 0 0
Directors’ fees 0 0 0 0
Benefits in kind 1,002 1,002 6,012 6,012
TOTAL 347,148 1,244,544 2,082,887 2,058,212
2020 2019
Amount payable Amount paid
for 2020 in 2020
(as a pro rata (as a pro rata Amount payable Amount paid
In euros proportion) proportion) for 2019 in 2019
Claire Waysand
Acting Chief Executive Officer
(from February 24 to December 31, 2020)
Fixed compensation 458,333 458,333 Not applicable Not applicable
Variable compensation 723,491 Not applicable Not applicable Not applicable
Employer contribution to retirement plan Not applicable Not applicable Not applicable Not applicable
Extraordinary compensation 0 0 Not applicable Not applicable
Directors’ fees 0 0 Not applicable Not applicable
Benefits in kind 5,139 5,139 Not applicable Not applicable
TOTAL 1,186,963 463,472

Governance
4.4.1.7 Overview of compensation of each executive corporate officer

In euros 2020 2019
Chairman
Compensation due for the fiscal year (detailed in the preceding table) 450,000 433,064
Valuation of options granted for the fiscal year 0 0
Valuation of Performance Shares granted for the fiscal year 0 0
Valuation of Performance Units granted for the fiscal year 0 0
TOTAL 450,000 450,000
In euros 2020 2019

Isabelle Kocher
Chief Executive Officer (until February 24, 2020)
Compensation due for the fiscal year (detailed in the preceding table) 347,148 2,082,887
Valuation of options granted for the fiscal year 0 0
Valuation of Performance Shares granted for the fiscal year 0 0
Valuation of Performance Units granted for the fiscal year 940,800
(null and void,see below)
TOTAL 347,148 3,023,687
In euros 2020 2019

Claire Waysand
Acting Chief Executive Officer (from February 24 to December 31, 2020)
Compensation due for the fiscal year (detailed in the preceding table) 1,186,963 Not applicable
Valuation of options granted for the fiscal year 0 Not applicable
Valuation of Performance Shares granted for the fiscal year 566,400 Not applicable
Valuation of Performance Units granted for the fiscal year 0 Not applicable
TOTAL 1,753,363
The valuation of Performance Units (PUs), based on a model The Board of Directors decided to raise the continuous
provided by an external specialist firm, is based on an service condition associated with the 99,717 Performance
approach used for all of its client companies to obtain Units awarded to Isabelle Kocher for 2016, which were
comparable valuations. It uses parameters and assumptions scheduled to vest in March 2020, to the level of the success
that are consistent with the principles of IFRS, but takes into rate for the performance conditions associated with them.
account all possible performance conditions (external and At its meeting of February 26, 2020, the Board of Directors
internal), not just “market” performance conditions as in set the success rate for the performance criteria at 22.39%.
IFRS 2. This valuation also takes into account the share price, The number of PUs that were awarded for 2016 and that
the annual expected dividend yield, historical share price vested was therefore 22,326. They can be exercised until
volatility, the risk-free interest rate, a three-year maturity, a March 2023. At its meeting of February 24, 2020, the Board
three-year vesting period and an exercise period of three of Directors also noted that the continuous service condition
years. The valuation used was €11.15 for the 2014 award, attached to the 360,000 PUs awarded to Isabelle Kocher for
€9.69 for the 2015 award, €7.73 for the 2016 award, 2017, 2018, and 2019, and not yet vested, was not met.
€6.09 for the 2017 award, €6.58 for the 2018 award, €7.84 These PUs therefore became null and void. Lastly, it should
for the 2019 award and €7.34 for the 2021 award. be noted that the 20,374 PUs exercisable by Isabelle Kocher
This valuation is theoretical, to the extent that the final and exercisable since March 15, 2019 under the award plan
vesting of PUs (several years after the grant date) depends on for 2015 will remain exercisable until March 15, 2022.
the achievement of strict and demanding performance
conditions.

4 Governance
4.4.1.8 Compensation components paid in 2020 or awarded for the same year to each executive
corporate officer of the Company, subject to shareholder approval
In accordance with Article L.22-10-34 II of the French The variable or extraordinary compensation components
Commercial Code, the Shareholders’ Meeting of May 20, 2021 awarded for 2020 can only be paid after approval by the
will vote on the fixed, variable and extraordinary Shareholders’ Meeting of the components of the
components of the total compensation and benefits of any compensation of the corporate executive officer concerned.
kind paid in, or awarded for, 2020 to Jean-Pierre Clamadieu,
Chairman of the Board of Directors, Isabelle Kocher, Chief
Executive Officer from January 1 to February 24, 2020 and
Claire Waysand, acting Chief Executive Officer from
February 24 to December 31, 2020.
4.4.1.8.1 Compensation components paid in, or awarded for, 2020 to Jean-Pierre Clamadieu,
Chairman of the Board
Amounts
Amounts awarded
Compensation components paid in 2020 for 2020 Details
Fixed compensation €450,000 €450,000 Jean-Pierre Clamadieu’s fixed annual compensation
amounts to €450,000 for a full year.
Annual variable compensation None None Jean-Pierre Clamadieu receives no annual variable
compensation.
Employer contribution None None Jean-Pierre Clamadieu receives no employer pension
to retirement plan contribution.
Multi-annual variable None None Jean-Pierre Clamadieu receives no multi-annual variable
compensation compensation.
Directors’ fees None None Jean-Pierre Clamadieu receives no directors’ fees.
Extraordinary compensation None None Jean-Pierre Clamadieu receives no extraordinary
compensation.
Allocation of stock options, None None Jean-Pierre Clamadieu is not allocated stock options,
Performance Shares and any Performance Shares or any other long-term
other long-term compensation compensation.
Compensation associated None None Jean-Pierre Clamadieu receives no compensation
with the commencement associated with the commencement or termination
or termination of duties of duties.
Supplementary pension plan None None Jean-Pierre Clamadieu is not a beneficiary of any
supplementary pension plan.
Benefits in kind None None Jean-Pierre Clamadieu did not benefit from the use of
a company vehicle.

Governance
4.4.1.8.2 Compensation components paid in, or awarded for, 2020 to Isabelle Kocher, Chief Executive Officer
from January 1 to February 24, 2020
In the context of the termination of Isabelle Kocher’s This protocol is described and referenced in Section 4.4.1.5 of
functions, at its meeting of February 24, 2020, the Board of this Universal registration document.
Directors authorized the conclusion of a memorandum of Only the annual variable compensation for the period from
understanding, which was approved by the ENGIE January 1 to February 24, 2020 and the corresponding
Shareholders’ Meeting of May 14, 2020 under the regulated employer contribution will be subject to the approval of the
agreements. Shareholders’ Meeting of May 20, 2021.
Amounts
Compensation Amounts paid awarded
components in 2020 for 2020 Details
Fixed compensation €166,667 €166,667 The fixed compensation of Isabelle Kocher was €1,000,000
for a full year, i.e. a pro rata amount of €166,667 for the
period from January 1 to February 24, 2020.
Annual variable €661,500 €110,250 As mentioned in the compensation policy for the Chief
compensation Executive Officer for the period from January 1 to
February 24, 2020 approved under the 16th resolution by the
Shareholders’ Meeting of May 14, 2020, and taking into
account the termination of Isabelle Kocher’s duties on
February 24, 2020, on February 24, 2020 the Board of
Directors decided to set the amount of the annual variable
portion for 2020 as a pro rata proportion of the amount of
the annual variable portion awarded to the Chief Executive
Officer for 2019, i.e. a gross amount of €110,250.
This amount will only be paid if approved by the shareholders
at the Shareholders’ Meeting of May 20, 2021.
Employer contribution €415,375 €69,229 Isabelle Kocher benefits from a supplementary pension plan
to retirement plan system, the Company does not guarantee the amount of
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 new mechanism. The
employer contribution corresponds to 25% of the sum of the
fixed compensation and the actual variable compensation
accrued for the given year.
Multi-annual None None Isabelle Kocher did not receive any multi-annual variable
variable compensation compensation.
Directors’ fees None None Isabelle Kocher did not receive any directors' fees.
Extraordinary None None Isabelle Kocher did not receive any extraordinary
compensation compensation
Awarding of stock None None On February 24, 2020, the Board of Directors decided to raise
options, Performance the continuous service condition associated with the
Shares and any other 99,717 (1) Performance Units awarded to it for 2016, which
long-term compensation were scheduled to vest in March 2020, to the level of the
success rate for the performance conditions associated with
them. At its meeting of February 26, 2020, the Board of
Directors set the success rate for the performance criteria at
22.39%. The number of PUs that were awarded for 2016 and
that vested was therefore 22,326. They can be exercised until
March 2023. Moreover, on February 24, 2020, the Board of
Directors also noted that the continuous service condition
attached to the 360,000 PUs awarded to Isabelle Kocher
for 2017, 2018, and 2019, and not yet vested, was not met.
These 360,000 PUs therefore became null and void.
Compensation See Section See Section
associated with 4.4.1.5 4.4.1.5
the commencement or
termination of duties
Supplementary pension See employer See employer
plan contribution to contribution
retirement plan to retirement
above plan above
Benefits of any kind €6,012 €1,002 Isabelle Kocher benefited from the use of a company car for
the period in question.
(1) See note on the theoretical valuation in Section 4.4.1.7

4 Governance
4.4.1.8.3 Compensation components paid in, or awarded for, 2020 to Claire Waysand, acting Chief Executive
Officer from February 24 to December 31, 2020
Following the departure of the former Chief Executive Officer, Given the interim nature of the position of Chief Executive
to ensure the success of the transition, the Board of Officer held by Claire Waysand, the Board of Directors
Directors, at its meeting of February 24, 2020, appointed decided at its meeting of February 26, 2020, on the
General Secretary Claire Waysand as acting Chief Executive recommendation of the ACGC, that Claire Waysand would
Officer, with immediate effect, as part of a management team retain the benefit of her employment contract with ENGIE
comprising Paulo Almirante, Executive Vice President and Management Company corresponding to her duties as General
Chief Operating Officer, and Judith Hartmann, Executive Vice Secretary of the ENGIE Group, which she has continued to
President and Chief Financial Officer. The Board has asked perform.
Jean-Pierre Clamadieu, Chairman of the Board of Directors, to
support this transitional management team to ensure that
the transition phase goes smoothly.
Amounts
Fixed compensation €458,333 €458,333 Claire Waysand’s annual fixed compensation under her
employment contract amounted to €550,000, or €458,333 as
a pro rata proportion for the period from February 24 to
December 31, 2020. There was no additional fixed
compensation for the term as Chief Executive Officer.
Specific variable None €400,000 For her term as acting Chief Executive Officer, on February
compensation 26, 2020, the Board of Directors, on the proposal of the ACGC,
set specific compensation of up to €400,000, subject to two
performance conditions: the efficient functioning of the
collective management team and her ability to ensure the
Group’s operational management during that period.
On the proposal of the ACGC, on December 17, 2020 the
Board of Directors decided to set this specific compensation
at its ceiling of €400,000 in view of the quality of
management during the transition period, in particular with
regard to the aforementioned criteria.
Annual variable €154,000 (1) €323,491 Under Claire Waysand’s employment contract, the annual
compensation for the variable compensation corresponds to a target bonus of 100%
employment contract of the annual fixed compensation, which corresponds to a
100% achievement of the targets, with a cap of 150% in the
event of overperformance.
Sixty-five percent of this bonus is subject to quantitative
criteria (50% recurring income, Group share and 50% each for
COI and economic net debt) and 35% to qualitative
assessment. Lastly, a penalty of up to 20% of the target may
apply (health and safety/compliance).
The qualitative portion was subject to the following
performance criteria:
• management of the Covid-19 crisis and preparation of the
exit from the crisis (60%):
• employee health and safety,
• continuity of essential services and rapid recovery of all
activities,
• securing of liquidity and mitigation of financial impacts;
• progress in Group simplification and selectivity of activities
and geographical areas (20%);
• quality of relations between Board and Management and
commitment of the Executive Committee and teams (20%).
At its meeting of February 25, 2021, the Board of Directors,
on the recommendation of the ACGC:
• noted that the success rate of the quantitative criteria was
37.5% (broken down as follows: Net recurring income Group
share, per share (1/2): 0%; ROC (1/4): 0%; economic net debt
(1/4): 150%);
• set the success rate of the qualitative criteria at 132%.
(1) Corresponding to the period from October 1, 2019 (the date that Claire Waysand joined the ENGIE group) to December 31, 2019

Governance
Amounts
Based on the respective weightings of the quantitative (65%)
and qualitative (35%) criteria, the overall success rate was
determined to be 70.58%.
The amount of the variable portion for 2020 to be paid to
Claire Waysand under her employment contract thus amounts
to €388,190 for the entire 2020 fiscal year, i.e. €323,491 as a
pro rata proportion from February 24 to December 31, 2020.
It will only be paid to Isabelle Kocher if approved by the
shareholders at the Shareholders’ Meeting of May 20, 2021.
Profit-sharing €3,492 Unknown The amount of the profit-sharing for fiscal year 2020 is not
and incentive plans at February 25, known as of February 25, 2021, the date of the Board of
2021 Directors’ meeting called to approve the Report on Corporate
Governance. The profit-sharing received in 2020 for fiscal
year 2019 in the amount of €3,492 was placed in the Group
employee savings plan, which gave rise to a matching
contribution of €800 in accordance with the ENGIE
Management Company collective agreement.
Multi-annual variable None None Claire Waysand did not receive any multi-annual variable
compensation compensation.
Directors’ fees None None Claire Waysand was not a director of ENGIE.
Extraordinary None None Claire Waysand did not receive any extraordinary compensation.
compensation
Awarding of stock None €566,400 After the termination of her duties as Chief Executive Officer,
options, Performance on the proposal of the ACGC, Claire Waysand was granted
Shares and any other 60,000 performance shares for fiscal year 2020 under her
long-term compensation employment contract following the termination of her duties
as Chief Executive Officer by the Board of Directors on
February 25, 2021. These performance shares are subject to
the parameters and conditions stated in the 29th resolution
adopted by the Shareholders’ Meeting of May 18, 2018 and in
the corresponding report of the Board of Directors, to which
reference is made. They will vest on March 15, 2024, based
on the success rate of three performance conditions, each
accounting for one-third: two internal conditions, the Net
recurring income Group share and ROCE for fiscal years 2022
and 2023 in relation to the target level set in the budget for
those two fiscal years (on a pro forma basis) and one external
condition, the Total Shareholder Return (TSR) (share price,
dividend reinvested) in relation to a reference panel
composed of EDF, EDP, E.ON, RWE, ENEL, Iberdrola, Naturgy,
Spie and Uniper. Their unit value was €9.44 according to the
valuation method used for the consolidated financial
statements.
As a member of the Executive Committee, Claire Waysand will
be bound by an obligation to hold vested shares for at least
one year until March 14, 2025. Beyond March 14, 2025, she
must retain at least two-thirds of the performance shares
vested until the ENGIE shareholding target applicable to
members of the Executive Committee corresponding to one
and a half years of fixed compensation is reached.
Compensation None None Claire Waysand’s employment contract does not provide
associated with specifically for non-compete or severance compensation. As
the commencement part of the Company’s human resources policies, all
or termination of duties employees of ENGIE Management Company receive severance
compensation when their employment contract is terminated.
Indemnities due under said policies amounts to 3/5 of the
monthly salary per year of service in the company or Group
and is capped at 18 months’ salary. “Monthly salary” is
understood to mean one-twelfth of the annual fixed
compensation of the current year plus the last variable
component that was paid.

4 Governance
Amounts
Supplementary Under the terms of her employment contract, Claire Waysand
pension plans benefits exclusively from the collective plans in place for all
ENGIE Management Company employees, in particular the
supplementary pension plans (Articles 82 and 83) and
supplementary Group benefit and healthcare insurance
coverage.
Benefits of any kind €5,139 €5,139 Claire Waysand benefited from the use of a company car. The
annual benefit amounts to €6,236 or €5,139 as a pro rata
proportion from February 24 to December 31, 2020.
4.4.1.9 Comparison tables of the level of compensation of corporate officers in relation

to the compensation of employees – Annual changes in performance and compensation (1)
4.4.1.9.1 Compensation multiples for the office of Chairman
Table of ratios, pursuant to Article L.22-10-9 I., 6° and 7° of the French Commercial Code
FY N-5 FY N-4 FY N-3 FY N-2 FY N-1

Compensation for the Office of Chairman:
J.P. Clamadieu, starting 05/18/2018. 350,000 433,064 450,000
Previously, G. Mestrallet was Chairman and CEO
Change from the previous year 24% 4%
Information on the scope of consolidation of the listed company – not representative in terms
of activity and number of employees
Average employee compensation 68,915 72,365 73,875 73,845 76,791
Median employee compensation 61,979 64,361 66,175 66,487 72,571
Ratio to average employee compensation
Change from the previous year
Ratio to median employee compensation
Additional information about the expanded scope of consolidation (France) (2)
Change from the previous year 1% 2% 0% 1%
Median employee compensation Not available
Ratio to average employee compensation 7.6 9.3 9.6
Ratio to median employee compensation Not calculable
Company performance (3)
COI organic growth 2% 5% 5% 14% -16%
Change from the previous year 150% 0% 180% -214%
ROCE 5.80% 6.30% 6.50% 6.10% 5.45%
Change from the previous year 9% 3% -6% -11%
Net recurring income, Group share
2.78 2.54 2.38 2.46 1.70
(excluding E&P and LNG) (in billion euros)
Change from the previous year -9% -6% 3% -31%
(1) The ratio deemed relevant is that which takes into account all employees in France
(2) Performance is assessed on a consolidated basis
(1) The information contained in this section is established pursuant to the Afep guidelines, updated in February 2021

Governance
4.4.1.9.2 Compensation multiples for the office of the Chief Executive Officer
Table of ratios, pursuant to Article L.22-10-9 I., 6° and 7° of the French Commercial Code
FY N-5 FY N-4 FY N-3 FY N-2 FY N-1

Compensation for the Office of (Chairman and) CEO:
G. Mestrallet, Chairman and CEO until 05/03/2016,
followed by I. Kocher from 05/03/2016 2,378,132 2,319,438 2,550,142 2,588,572 1,287,669
to 02/24/2020, followed by C. Waysand (acting)
from 02/24/2020 to 12/31/2020
Change from the previous year -2% 10% 2% -50%
Information on the scope of consolidation of the listed company – not representative in terms of activity and number
of employees
Median employee compensation 61,979 64,361 66,175 66,487 72,571
Ratio to average employee compensation
Ratio to median employee compensation
Additional information about the expanded scope of consolidation (France) (1)
Median employee compensation Not available
Ratio to average employee compensation 52.7 50.9 55.1 55.7 27.5
Change from the previous year -3% 8% 1% -51%
Ratio to median employee compensation Not calculable
Company performance (2)
COI organic growth 2% 5% 5% 14% -16%
Change from the previous year 150% 0% 180% -214%
ROCE 5.80% 6.30% 6.50% 6.10% 5.45%
Change from the previous year 9% 3% -6% -11%
Net recurring income, Group share
2.78 2.54 2.38 2.46 1.70
(excluding E&P and LNG) (in billion euros)
Change from the previous year -9% -6% 3% -31%
(1) The ratio deemed relevant is that which takes into account all employees in France
(2) Performance is assessed on a consolidated basis

4 Governance
4.4.1.10 Compensation policies for corporate officers

The compensation policies for corporate officers below will be submitted for shareholder approval at the Ordinary Shareholders’
Meeting of May 20, 2021, in accordance with Article L.22-10-8 of the French Commercial Code.
4.4.1.10.1 Compensation policy for directors

On the recommendation of the Board of Directors, the system, combining a fixed portion with a predominant
Shareholders’ Meeting sets the total annual amount of variable portion based on the attendance of Directors at
Directors’ compensation to be distributed by the Board among Board and Committee meetings, in accordance with the
its members. Article 21.1 of the Afep-Medef Code.
On the recommendation of the Appointments and The rules of distribution applied are presented below. They
Compensation Committee, the Board of Directors, at its are unchanged in 2021 compared to 2020. They were last
meeting of December 11, 2013, amended the rules for amended on July 29, 2019. It should be noted that executive
distributing the annual amount of directors’ fees, set by the corporate officers do not receive compensation for their
Shareholders’ Meeting of July 16, 2008 at €1.4 million participation on the Board of Directors.
(unchanged since 2008) in line with an individual distribution
Director Fixed fee €15,000 per year

Variable fee, dependent on attendance €55,000 (1) if 100% attendance
Audit Committee Chairman Fixed fee €15,000 per year
Committee member Fixed fee €5,000 per year
SITC Chairman Fixed fee €10,000 per year
EESDC Chairman Fixed fee €10,000 per year
ACGC Chairman Fixed fee €10,000 per year
(1) Variable portion increased by 25% for European non-residents and 50% for non-European non-residents, in the event of physical
attendance at meetings
4.4.1.10.2 Directors appointed by the Shareholders’ Meeting

The corporate officers who are not executives received the compensation shown in the table below for fiscal year 2020.
Unless otherwise indicated, no other compensation was paid to these officers by the Company or by its subsidiaries for the said
fiscal year.
In euros Fiscal year 2020 (1) Fiscal year 2019 (1)
Ann-Kristin Achleitner / 37,500 (2)
Edmond Alphandéry / 47,917 (3)
Fabrice Brégier 91,500 (3) 84,063 (3)
Aldo Cardoso / 45,833 (2) (4)
Patrice Durand (5)
77,775 (3)
74,552 (3)
Mari-Noëlle Jégo-Laveissière (5)
74,970 (3)
68,354 (3)
Barbara Kux / 35,417 (2)
Françoise Malrieu 150,500 (3)
141,458 (3)
Ross McInnes 150,500 (3)
126,541 (3)
Marie-José Nadeau 166,389 (2)
165,573 (2)
Peter Ricketts of Shortlands 97,672 (2)
91,432 (2)
TOTAL 809,306 918,640
(1) Directors’ compensation due for a given fiscal year are paid during the fiscal year concerned
(2) Before deduction of withholding tax levied on directors’ fees paid to Directors residing outside France
(3) Before deduction of withholding tax relating to tax and social contributions
(4) In his capacity as Chairman of the Board of Directors since June 15, 2018 of Société Monégasque de l’Électricité et du Gaz (SMEG),
a subsidiary 63.9% owned by ENGIE, Aldo Cardoso received €38,461.54 for fiscal year 2019 in directors’ compensation from SMEG
(5) Director elected from the private sector by the Shareholders’ Meeting on the proposal of the French State

Governance
Director representing the French State and the Directors Stringent performance criteria are set both for the variable
elected by the Shareholders’ Meeting on the proposal component and for long-term incentive plans, maintaining a
of the French State link between the Group’s performance and the compensation
of its directors in the short, medium and long term and
The Director representing the French State, Isabelle Bui, did
contributing to the Company’s strategy and sustainability.
not personally receive any compensation from the Company
or from companies controlled by the Company for her term of If the approval rate for the compensation policy is less than
office in 2020. 80% at the last Shareholders’ Meeting, the ACGC looks at the
direction of the vote of the shareholders that opposed the
The Directors from the private sector appointed by the
approval of this policy and the possible follow-up to be given
Shareholders’ Meeting on the proposal of the French State,
to their vote.
namely Mari-Noëlle Jégo-Laveissière and Patrice Durand,
received 85% of the directors’ fees corresponding to their
office, pursuant to the ministerial Order of Compensation policy for the Chairman
December 28, 2014, as amended by the ministerial order of of the Board for 2021
January 5, 2018, taken in application of Article 6 of
Ordinance No. 2014-948 of August 20, 2014 concerning The compensation of the Chairman of the Board of Directors
governance and equity operation of companies with a public for 2021 remains unchanged from 2020. It includes annual
shareholder (see the table above). fixed compensation. It does not include any annual or multi-
year variable compensation or long-term incentive plans.
In respect of the foregoing, the balance of the directors’
compensation corresponding to these offices (€164,983) was The fixed annual compensation is €450,000.
paid directly to the Public Treasury in compliance with In accordance with current policy, executive corporate
regulations. officers do not receive directors’ fees for their participation in
the work of the Board and its committees.
Directors representing the employees The Chairman of the Board receives social security coverage
and employee shareholders and health care coverage.
Directors representing employees and employee shareholders He may benefit from the use of a company vehicle.
on the ENGIE Board of Directors received no compensation
(directors’ fees or other) from the Company or from
companies controlled by the Company in consideration of Compensation of the Chief Executive Officer for 2021
their service as Directors.
The Chief Executive Officer’s compensation includes a fixed
These Directors are Christophe Agogué, Alain Beullier, component, a variable annual component and a long-term
Philippe Lepage and Christophe Aubert. incentive component.
The fixed component is €1,000,000. It was determined
4.4.1.10.3 Compensation policy for executive according to the role, experience and reference market of the
CEO, particularly in relation to the fixed compensation of
corporate officers
executive corporate officers of groups similar to ENGIE in
The compensation policy for executive corporate officers is terms of size and scope, and, more generally, on the basis of
determined by the Board of Directors based on the the above benchmark. It is reviewed annually. It does not
recommendations of the ACGC. It is subject to a presentation change for the duration of the term of office, which is four
and binding votes at the Annual Shareholders’ Meeting in years, unless the Board of Directors, on the recommendation
accordance with Article L.22-10-8 of the French Commercial of the ACGC, votes otherwise, in particular with regard to the
Code. market context, or any changes in ENGIE’s profile or Group
The compensation policy is reviewed annually by the ACGC employee compensation.
and is based in particular on specific studies carried out by an The annual variable component is designed to reflect the
external firm specializing in this area. executive’s personal contribution to the Group’s development
Pursuant to Article 3.3.1 of the Board’s Internal Regulations, and results. It is balanced in relation to the fixed component
executive corporate officers do not take part in meetings of and determined as a percentage of fixed compensation.
the ACGC on matters relating to them. The target annual variable component amounts to 100% of
In its recommendations to the Board of Directors, the ACGC the fixed compensation (€1,000,000) for a 100% target
seeks to propose a compensation policy that is in line with achievement rate, with a maximum of 140% of the fixed
corporate responsibility and the practices of comparable compensation (€1,400,000) in the event that targets are
major international groups for similar positions, based on a exceeded.
benchmark established by a specialized external firm that It is calculated annually, according to the Chief Executive
includes companies listed on the CAC40, the Eurostoxx 50 Officer’s performance, using financial criteria to compensate
(excluding companies in the financial sector), and the economic performance (65%), and non-financial criteria (35%),
Eurostoxx Utilities indices. where at least one criterion reflects the Group’s CSR
Pursuant to Article 9.6 of the Afep-Medef Code, the Chairman objectives, in accordance with the ENGIE raison d’être as
of the Board of Directors, as an independent director, does stated in the bylaws.
not receive variable compensation linked to the Company’s For the financial component, the criteria used are net
performance. recurring income, Group share (25%), COI (25%), free cash flow
Compensation of the other executive corporate officers (excluding GEM) (25%) and economic net debt (25%). The
generally includes: financial targets for 2021 were based on the Group’s
provisional budget as prepared by the Board of Directors on
• a fixed component, which remains unchanged throughout
February 25, 2021.
the term of office, unless the Board of Directors, on the
recommendation of the ACGC, decides otherwise;
• a variable component, balanced relative to total compensation,
the purpose of which is to reflect the executive’s personal
contribution to the Group’s development and results; and
• a long-term incentive component, subject to performance
conditions.

4 Governance
With respect to 2020, the criterion of free cash flow For the assessment of the performance condition relating to
(excluding GEM) was added to reflect the importance of the the three-year TSR (stock market performance, dividend
generation of operating cash to finance both the Group’s reinvested), in order to smooth out possible volatility effects
growth investments and the compensation of its (windfalls or losses), the TSR (stock market performance,
shareholders. dividend reinvested) will be calculated by taking the averages
For the non-financial component, the workplace accident of the three-year TSR for ENGIE and for the Panel companies
frequency rate (10%), CO2 emissions related to energy over a period of two months, ending at least one month
production (10%) and overperformance relative to the sector before the expected delivery date of the Performance Units.
average reported by each of the five rating agencies: SAM, Finally, the ROCE success rate will be determined on the basis
Sustainalytics, Vigeo-Eiris, MSCI and CDP Climat are included of the results for fiscal year 2023 in relation to the target
(10%). The other non-financial criteria (which account for 70% objectives stated in the Medium-Term Business Plan (MTBP)
of this component), insofar as they may contain strategically as approved by the Board of Directors (on a pro forma basis)
sensitive information, will be made public in 2022. in the first half of 2021.
The long-term incentive component takes the form of Compared to the previous PU plans, which were subject to
Performance Units (PUs) that are subject to performance exclusively financial performance conditions, non-financial
conditions comparable to those of the performance share performance conditions have been introduced to reflect
plans for some employees, for which Company executive the purpose adopted by the Shareholders’ Meeting of
corporate officers are not eligible. These performance May 14, 2020 and the Company’s CSR strategy.
conditions are exclusively quantifiable. They include at least Accordingly, the PUs will be subject to exclusively
one non-financial performance condition that reflects the quantifiable non-financial performance conditions (which
Group’s CSR objectives, in accordance with the Company’s together account for 20% of the total performance conditions)
purpose as stated in the bylaws. This long-term incentive chosen in accordance with the Company’s purpose as stated
component is designed to encourage executives to make a in the bylaws, i.e. targets for greenhouse gas emissions from
long-term commitment as well as to increase their loyalty and energy production (10%), increasing the share of renewable
align their interests with the Company’s corporate interests capacities (5%) and increasing the percentage of women in
and the interests of shareholders(1). This particular component management (5%). The target objectives will be the ones for
may not account for more than 50% of the executive’s total the end of 2023, in line with the trajectory established to
compensation at the initial award. In accordance with Article achieve the target objectives by 2030.
25.3.3 of the Afep-Medef Code, the Chief Executive Officer
The slopes for the performance condition relating to the
formally undertakes not to use hedging mechanisms for these
growth of NRIgs are as follows: for a result below 75% of the
performance units.
target, the success rate will be equal to zero. For a result
For 2021, the Chief Executive Officer receives a grant of equal to 100% of the target, the success rate will be equal to
120,000 PUs decided by the Board of Directors on 80%. For a result equal to or greater than 120% of the target,
February 25, 2021 on the recommendation of the ACGC. The the success rate will be equal to 120%. The progression
PUs will become vested on March 15, 2024. The Chief between these points is linear.
Executive Officer will then have three years to exercise them,
The slopes for the non-financial performance conditions and
with the option of doing so in installments. As long as he or
that of ROCE are as follows: for a result below 75% of the
she does not hold at least the equivalent of two years’ fixed
target, the success rate will be equal to zero. For a result
compensation in ENGIE shares, the Chief Executive Officer
equal to 100% of the target, the success rate will be equal to
shall use two thirds of the proceeds from the exercise of the
100%. For a result equal to or greater than 120% of the target,
PUs, net of tax and social security contributions, for the
the success rate will be equal to 120%. The progression
acquisition of Company shares.
between these points is linear.
The acquisition in 2024 of the PUs will depend on the
The slopes for the performance condition relating to TSR (stock
achievement of quantifiable financial and non-financial
market performance, dividend reinvested) will be as follows:
performance conditions designed to measure the performance
for a result below 100% of the target, the success rate will be
of the Chief Executive Officer upon his or her arrival at the
equal to zero. For a result equal to 100% of the target, the
management of the Group on January 1, 2021. The overall
success rate will be equal to 50%. For a result equal to or
success rate will be the arithmetic average of the individual
greater than 120% of the target, the success rate will be equal
success rates after application of the respective weightings.
to 120%. For a result greater than 100% and less than or equal
The financial performance conditions relate to the growth in to 120% of the target, the success rate will be progressive and
net recurring income/(loss) Group share (NRIgs) over two years linear between 50% and 120%.
compared to a reference panel, hereafter the “Panel” (which
The total success rate for the PUs will be capped at 100%.
accounts for 25% of the total performance conditions), changes
in the Total Shareholder Return (TSR) (stock market Subject to the exceptions also applicable to performance
performance, dividend reinvested) over three years compared shares (death, retirement, disability), in the event of an
to the same Panel (which accounts for 25%), as well as the executive corporate officer’s departure from the Group during
return on capital employed (ROCE) (which accounts for 30%). the PU vesting period, the PUs become null and void unless
the Board of Directors decides otherwise and gives reasons
The Panel selected for the relative assessment of the growth
for its decision.
of the NRIgs and TSR is composed of EDP, ENEL, Iberdrola,
Naturgy, Snam and RWE, with each of these companies The determination of the aforementioned performance
receiving an identical weighting. Compared to the previous criteria stems from the Board of Directors’ commitment to the
panel, EDF, E.ON, Spie and Uniper have been removed and variable nature of the long-term incentive component, which
Snam has been added to better reflect the changes in the rewards financial and non-financial performance over the
Group’s profile. medium and long term. They are therefore not meant to be
reviewed. However, in the event of special circumstances that
For the assessment of the performance condition related to
are out of the ordinary or external to the Company (such as a
the growth of the NRIgs, the growth will be calculated as the
change in accounting standards, a significant change in the
ratio between the NRIgs for the twelve months preceding
scope of consolidation, the completion of a transformative
June 30, 2023 (“H2 2022 and H1 2023”) and the NRIgs for
transaction, a substantial change in market conditions or an
the twelve months preceding June 30, 2021 (“H2 2020 and
unforeseen change in the competitive environment), the
H1 2021”).
Board of Directors may, on an exceptional basis, adjust the
results upwards or downwards for one or more of the
(1) It should be noted that on March 1, 2021, Catherine MacGregor, Chief Executive Officer since January 1, 2021, purchased 15,000 ENGIE
shares on Euronext Paris at a unit price of €12.305, amounting to a total personal investment of €184,575 in ENGIE shares

Governance
performance criteria attached to the annual variable The Chief Executive Officer will also benefit from health care
component and/or the long-term incentive component to and social security schemes equivalent to the collective
ensure that the results of the application of those criteria schemes for ENGIE’s executive officers in France.
reflect the performance of both the Chief Executive Officer The Chief Executive Officer, if also a director, does not
and the Group. This adjustment would be made by the Board receive any directors’ fees for sitting on the Board of
of Directors on the proposal of the ACGC, after the Board of Directors.
Directors has ensured that the adjustment can reasonably
In the event of departure from the Group, the former Chief
restore the balance or objective initially sought, adjusted for
Executive Officer will be bound by a non-compete
all or part of the impact of the event on the period under
commitment for a period of one year from the end of his or
review and that the interests of the Company and its
her term of office and will receive one year’s compensation
shareholders are aligned with the interests of the executive
payable in twelve monthly installments. The Board of
corporate officer. Justification and explanation for any
Directors may waive the application of this clause at the time
adjustments that might be made will be communicated by the
of the officer’s departure.
Company. Under no circumstances can these adjustments
result in an annual variable component exceeding 140% of In the event of forced departure not resulting from serious
fixed compensation or a PU delivery rate exceeding 100%. misconduct on the part of the executive corporate officer, and
regardless of the form of such departure, the Chief Executive
The payment of the variable and extraordinary compensation
Officer shall receive an indemnity of two years’
components for 2021 is contingent on the approval of
compensation, which shall be payable only if the performance
shareholders at the 2022 Ordinary Shareholders’ Meeting.
conditions attached to the annual variable component of the
Lastly, the Chief Executive Officer will continue to benefit compensation for the two years preceding the year of
from a supplementary pension plan, under which the departure have been met by at least 90% on average.
Company does not guarantee the amount of the pension but
In addition, all provisions of the Afep-Medef Code are
pays an annual employer contribution, half of which
applicable to the non-compete commitment and severance
comprises contributions paid to a third-party organization
payments, in particular with regard to those two payments
under an optional defined contribution pension plan
combined, which may not exceed two years of compensation.
(Article 82) and half is a cash sum, given the immediate
“Year of compensation” within the meaning of the non-
taxation on commencement of this mechanism. The employer
compete commitment and severance payments referred to
contribution will correspond to 25% of the sum of the fixed
above means the last annual fixed compensation plus the
compensation and the actual variable compensation accrued
annual variable compensation paid calculated on the basis of
for the given year. It will also depend on the Company’s
the average annual variable compensation paid for the two
performance, since the calculation base includes the variable
years preceding the year of departure.
portion linked to the Group’s results. The Chief Executive
Officer will also benefit from the mandatory pension plan Lastly, the Chief Executive Officer benefits from the use of a
(Article 83) applicable to all senior Group managers. company vehicle.
4.4.2 Compensation of executives who are not corporate officers

(members of the Executive Committee)
Compensation of executives who are not corporate officers The main purpose of the variable portion is to reward the
(members of the Executive Committee) is composed of a fixed contributions of executives to the Group’s results.
portion and a variable portion. The amounts below include the variable portions paid in
Changes in the fixed portion of compensation are linked to 2020 for 2019 and paid in 2019 for 2018.
changes in specific situations, expansion or significant change Sixty-five percent of the variable portion paid in 2021 for
in responsibilities and to repositioning made necessary in fiscal year 2020 was calculated based on economic criteria
view of internal equity or a clear discrepancy vis-à-vis the (NRIgs, COI, economic net debt), and 35% on qualitative
external market. criteria.
Summary table of gross compensation, including benefits in kind, for executives who are not corporate officers
(Executive Committee members) (1)
In euros 2020 2019

Fixed 5,635,333 6,162,118
Variable 7,765,000 6,338,384
TOTAL 13,400,333 12,500,503
Total of members 13 14
(1) Compensation is calculated excluding severance pay and taking into account actual time worked during the year in question
Pension provisions Following the closure of the plan and the crystallization of
Pursuant to the European Directive of April 16, 2014, Order random entitlements in 2019, in 2020 the Group converted
No. 2019-697 relating to supplementary occupational the random entitlements of beneficiaries, including members
retirement plans, published on July 4, 2019, terminated the of the Executive Committee, into a defined-contribution plan
existing L137-11 plans (referred to as “Article 39”) and called “Article 82”.
prohibited the acquisition of new rights and the entry of any
new members as from that date.

4 Governance
4.4.3 Information on the award of bonus shares or Performance Shares (1)
4.4.3.1 Availability of Performance Shares

The current articles L.225-197-1 and L. 22-10-59 of the • fixed target: build a share portfolio equivalent to two
Commercial Code place restrictions on the free availability of years’ fixed compensation for the Chief Executive Officer,
Performance Shares granted to executive corporate officers and to one and a half years for other members of the
under share plans. Executive Committee. This objective is set in terms of the
In accordance with these provisions, a system was number of shares for each person concerned, and is
established specifying the obligation to hold as registered calculated based on the fixed annual compensation
shares a certain percentage (set by the Board of Directors) of prevailing at January 1 of the year in question and on the
vested Performance Shares. The objective is that after a average share price over the previous year;
certain point, the executive corporate officers and, more • until the target is met: continue to hold 2/3 of the vested
generally, Executive Committee members would hold a Performance Shares and, for the Chief Executive Officer,
portfolio of ENGIE shares corresponding to a fraction of their reinvest in ENGIE shares 2/3 of the income from the
compensation. exercise of the PUs net of tax and social security
At its meeting of March 1, 2017, the Board of Directors withholding.
decided, on the recommendation of the Appointments,
Compensation and Governance Committee, to update the
existing system as follows:
4.4.3.2 Bonus share or Performance Share plans implemented during fiscal year 2020
• Authorization of the Shareholders’ Meeting of May 18, 2018 • Performance Share plans for 2020 (Board meetings of
The twenty ninth resolution of the ENGIE Ordinary and December 17, 2020 and February 25, 2021)
Extraordinary Shareholders’ Meeting of May 18, 2018 Under the authorization granted by the Shareholders’ Meeting
authorized the Board of Directors to award bonus shares to of May 18, 2018, the Board of Directors, at its meeting of
employees and/or corporate officers of companies belonging December 17, 2020, as supplemented by its meeting of
to the Group (with the exception of corporate officers of the February 25, 2021, decided to implement Performance Share
Company) up to the limit of 0.75% of the share capital on the Plans for certain employees of ENGIE and its subsidiaries
date of the decision to allocate shares, with an annual cap of (excluding executive corporate officers of ENGIE). As part of
0.25% of said share capital (1). It should also be noted that the Group’s transformation, the Board of Directors decided to
the Shareholders’ Meeting was not asked to grant an maintain the current number of beneficiaries in order to
authorization for stock options. secure the buy-in of key Group stakeholders in the success of
• Performance Share Plan for 2019 (Board meeting this transformation. The plan is based on existing shares with
of February 26, 2020) no dilutive effect for shareholders. The main features of this
plan, which involves 5,072,390 shares for 7,040 people, are
Under the authorization given by the Shareholders’ Meeting as follows:
of May 18, 2018, the Board of Directors, at its meeting of
February 26, 2020, decided to implement a Performance
Share Plan for certain employees in the Trading business, in
accordance with the order of November 3, 2009 and with
European Directives CRDIII and CRDIV regarding the
compensation of financial market professionals, and with the
order of December 13, 2010. The main features of this plan
and other plans granted for 2018 are listed on pages 165 et
seq. of the 2019 registration document filed with the AMF on
March 18, 2020.
(1) Please note that there are no more ENGIE stock options as of November 9, 2017

Governance
From 12/17/2020 (1) to 03/14/2024

Vesting period (2025 for senior executives outside France)
Continuous service condition On 03/14/2024 (2025 for senior executives outside France)
(Current employment contract with a Group
company at these dates, except in cases
of retirement, death, disability or exceptional
decision)
Vesting date 03/15/2024 (2025 for senior executives outside France)
Holding period No holding period except for senior executives in France for whom the holding
(mandatory, except in the case period runs from 03/15/2024 to 03/14/2025 (no holding if vesting occurs in 2025)
of death or disability)
Transferable from On or after 03/15/2024, and for senior executives, on or after 03/15/2025
Performance conditions With the exception of beneficiaries awarded performance shares in the
context of innovation programs and similar, a triple condition applies for all
beneficiaries:
a) One-third of the calculation is based on the net recurring income, Group
share for 2022 and 2023 compared to the budgeted net recurring income,
Group share for those years (pro forma); and
b) One-third is based on ROCE for 2022 and 2023 compared to the budgeted
ROCE for the same years (pro forma); and
c) One-third is based on ENGIE’s TSR (total shareholder return) compared with
the TSR of a panel of companies composed of EDF, E.ON, Enel, EDP, Naturgy,
Iberdrola, Spie, Uniper and RWE (2) for the period December 2023 to
January 2024 versus November to December 2020 (3).
A single performance slope is applied to each of the three criteria:
• ENGIE performance ≤ 75% of the target level: 0% success rate;
• ENGIE performance ≥ 100% of the target level: 100% success rate;
• Proportional and linear progression for all intermediate results.
The arithmetic mean of the three success rates in a), b) and c) above
represents the percentage of shares that will vest.
This condition applies to all Performance Shares awarded to the Group’s
executives and beyond the first tranche of 150 shares awarded to all other
beneficiaries.
(1) 02/25/2021 for the additional allocation plan
(2) Since Innogy’s listing was suspended in June 2020 following a takeover by RWE, the external condition consists of the TSR of the
ENGIE share between November 2020 and January 2024 compared to the TSR of a reference panel composed of EDF, EDP, E.ON, RWE,
ENEL, Iberdrola, Naturgy, Spie and Uniper, with each of the companies making up the reference panel receiving an identical weighting
(3) To smooth the possible effects of volatility (gain or loss), the TSR will be calculated by taking the average of ENGIE’s TSR and the TSR of
the panel companies over two months, namely December 2023 to January 2024, versus November to December 2020
In addition, under the authorization given by the Shareholders’ Meeting of May 18, 2018, the Board of Directors, at its meeting of
February 25, 2021, decided to implement a Performance Share Plan for certain employees in the Trading business, in accordance
with the ministerial order of November 3, 2009 and with European Directives CRDIII and CRDIV regarding the compensation of
financial market professionals, and with the ministerial order of December 13, 2010.
The allocation concerned 101 people within the Trading business, for a total of 301,735 ENGIE Performance Shares. The Board of
Directors set the following schedule and general conditions for the plan:
02/25/2021 to 03/14/2023 for around half the shares

Vesting period 02/25/2021 to 03/14/2024 for the remaining shares
Continuous service condition 03/14/2023 for around half the shares
(Current employment contract with a Group 03/14/2024 for the remaining shares
company at these dates, except in cases of
retirement, death, disability or exceptional
decision)
Vesting date 03/15/2023 for around half the shares
03/15/2024 for the remaining shares
Holding period No holding period
Transferable from From 03/15/2023 for around half the shares
From 03/15/2024 for the remaining shares
Performance conditions Based on the Trading business’s profit before tax for fiscal year 2022
for around half the shares
Based on the Trading business’s profit before tax for fiscal year 2023
for the remaining shares

4 Governance
4.4.4 Performance Shares awarded to and available for sale by each executive

corporate officer – Summary of current plans
4.4.4.1 ENGIE Performance Shares awarded to each ENGIE executive corporate officer by ENGIE
and all other companies of the ENGIE Group in 2020
None
4.4.4.2 ENGIE Performance Shares that became available for sale by each executive corporate officer
of ENGIE in fiscal year 2020
None

Governance
4.4.4.3 Summary of current ENGIE Performance Share plans

2015 2016 2017
2016 2017
For year: 2015 Plan 2016 Plan Traders’ Plan 2017 Plan Traders’ Plan
Date of authorization 04/28/2015 05/03/2016 05/03/2016 05/12/2017 05/12/2017
from the General
Shareholders’ Meeting
Date of Board decision 12/16/2015 12/14/2016 03/01/2017 12/13/2017 03/07/2018
Share price in euros (1) 9.8 8.44 9.89 11.64 10.79
Start of vesting period (2) 12/16/2015 12/14/2016 03/01/2017 12/13/2017 03/01/2018
End of vesting period 03/14/2019 (4) 03/14/2020 (6) 03/14/2019 (3) 03/14/2021 (11) 03/14/2020 (3)
03/14/2020 (3) 03/14/2021 (3)
Start of holding period 03/15/2019 (4) None (7) None None (12) None
End of holding period 03/15/2021 (4) None (8) None None (13) None
(5) (9) (10) (14) (15)
Related conditions
Shares vested 434,034 4,936,410 62,712 5,026,935 125,041
as at 12/31/2019
Shares vested 401,675 3,075,553 62,712 3,650 60,026
from 01/01/2020
to 12/31/2020
Shares canceled 32,359 1,740,850 - 137,785 5,024
from 01/01/2020
to 12/31/2020
Balance of shares - 120,007 - 4,885,500 59,991
as at 12/31/2020
(1) Weighted average price (according to the method used for the consolidated financial statements)
(2) Early vesting possible in the event of death or permanent disability. Condition of continuous service at the vesting date
(3) For 50% of shares
(4) For France and Belgium, with holding period from March 15, 2019 to March 14, 2021 inclusive and transferable from March 15,
2021; for other countries, vesting on March 14, 2020 with no holding period
(5) With the exception of beneficiaries awarded performance shares in the context of innovation programs and similar, a double condition
applies for all beneficiaries: 50% based on net recurring income, Group share for 2017 and 2018 and 50% based on the TSR of ENGIE
stock compared with the TSR of the Eurostoxx Utilities (Eurozone) companies
(6) For all beneficiaries except senior executives outside France and Belgium for whom the vesting period ends on March 14, 2021 with no
holding period
(7) For all beneficiaries except senior executives outside France and Belgium for whom the vesting period ends on March 14, 2021 with no
holding period
(8) For senior executives in France and Belgium, a holding period from March 15, 2020 to March 14, 2021, inclusive, applies
(9) With the exception of beneficiaries awarded performance shares in the context of innovation programs and similar, a triple condition
applies for all beneficiaries: one-third based on net recurring income, Group share, for fiscal years 2018 and 2019, one-third based on
ROCE for fiscal years 2018 and 2019, and one-third based on the TSR of ENGIE stock compared with the TSR of a panel composed of
EDF, E.ON, Enel, Naturgy (formerly Gas Natural), Iberdrola and RWE
(10) 50% based on 2018 ENGIE Global Markets (formerly GDF SUEZ Trading) profit before tax and 50% based on 2019 ENGIE Global
Markets profit before tax
(11) 03/14/2022 for senior executives outside France and Belgium
(12) 03/15/2021 for senior executives in France and Belgium
applies for all beneficiaries: one-third based on net recurring income, Group share for fiscal years 2019 and 2020, one-third based on
EDF, E.ON, Uniper, Innogy, Enel, Naturgy (formerly Gas Natural), Iberdrola and RWE. Each of these companies is assigned an identical
weighting, with the exception of E.ON and Uniper, and RWE and Innogy, respectively, which are accounted for as single companies
(50% each) for weighting purposes. This condition applies to all shares awarded to the Group’s senior executives and does not affect
the first tranche of 150 shares awarded to the other beneficiaries
(15) 50% based on 2019 ENGIE Global Markets profit before tax and 50% based on 2020 ENGIE Global Markets profit before tax

4 Governance
2018 2019 2020

2018 2019 2020
For year: 2018 Plan Traders’ Plan 2019 Plan Traders’ Plan 2020 Plan Traders’ Plan
Date of authorization
from the General 05/18/2018 05/18/2018 05/18/2018 05/18/2018 05/18/2018 05/18/2018
Date of Board decision 12/11/2018 02/27/2019 12/17/2019 02/26/2020 12/17/2020 (14) 02/25/2021
Share price in euros (1) 9.36 11.41 11.59 13.61 9.93 10.9
Start of vesting period (2)
12/11/2018 02/27/2019 12/17/2019 02/26/2020 12/17/2020 02/25/2021
End of vesting period 03/14/2022 (4) 03/14/2021 (3) 03/14/2023 (21) 03/14/2022 (3) 03/14/2024 (15) 03/14/2023 (3)
03/14/2022 (3) 03/14/2023 (3) 03/14/2024 (3)
Start of holding period None (5) None None (22) None None (16) None
End of holding period None (6) None None (23) None None (17) None
(7) (8) (12) (13) (18) (19)
Related conditions
Shares vested
4,903,295 176,493 5,157,215 None None None
as at 12/31/2019
Shares vested
from 01/01/2020 2,000 - 1,900 None None None
to 12/31/2020
Shares canceled
from 01/01/2020 91,005 12,379 83,050 6,967 None None
to12/31/2020
Balance of shares
4,810,290 164,114 5,072,265 272,530 5,072,390 None
as at 12/31/2020
(1) Weighted average price (according to the method used for the consolidated financial statements)
(2) Early vesting possible in the event of death or permanent disability. Condition of continuous service at the vesting date
(3) For 50% of shares
EDF, EDP, ENEL, E.ON, Uniper, Innogy, RWE, Naturgy (formerly Gas Natural), Iberdrola, and Spie. Each of these companies is assigned
an identical weighting, with the exception of E.ON, Uniper, RWE, and Innogy, which are accounted for at 50% each for weighting
purposes. This condition applies to all shares awarded to the Group’s senior executives and does not affect the first tranche of
150 shares awarded to the other beneficiaries
EDF, EDP, ENEL, E.ON, Uniper, Innogy, RWE, Naturgy (formerly Gas Natural), Iberdrola, and Spie. Each of these companies is assigned
an identical weighting, with the exception of E.ON, Uniper, RWE, and Innogy, which are accounted for at 50% each for weighting
purposes. This condition applies to all shares awarded to the Group’s senior executives and does not affect the first tranche of
150 shares awarded to the other beneficiaries
(14) Such as completed by the Board of Diectors on 02/25/2021
(15) 03/15/2025 for senior executives outside France
(16) 03/15/2024 for senior executives in France
(17) 03/15/2025 for senior executives in France
applies for all beneficiaries: one-third based on net recurring income, Group share, for fiscal years 2022 and 2023, one-third based on
EDF, EDP, ENEL, E.ON, Uniper, RWE, Naturgy, Iberdrola and Spie, with each of the companies receiving an identical weighting. This
condition applies to all shares awarded to the Group’s senior executives and does not affect the first tranche of 150 shares awarded to
the other beneficiaries

Governance
4.4.4.4 Summary of Bonus and Performance Shares held by Isabelle Kocher at December 31, 2020
ENGIE ENGIE ENGIE ENGIE ENGIE ENGIE ENGIE
Plan 02/13/2006 02/12/2007 07/16/2007 (1) 11/14/2007 06/01/2008 (1) 11/12/2008 07/08/2009 (1)
Conditions ROCE 2007 ROCE 2008 ROCE 2008 EBITDA 2009 EBITDA 2009 EBITDA 2010 None
Vesting date 03/15/2008 (2) 03/15/2009 (2) 07/16/2009 (2) 03/15/2010 (2) 06/01/2010 (2) 03/15/2011 (2) 07/08/2011
Vesting shares 0 0 0 0 0 0 0
Vested shares 1,428 2,124 15 1,493 10 786 20
Transferable from 03/15/2010 03/15/2011 07/16/2011 03/15/2012 06/01/2012 03/15/2013 07/08/2013
(1) Worldwide plans for all employees
(2) Subject to a dual condition of performance and continuous service
ENGIE SUEZ ENGIE ENGIE ENGIE ENGIE ENGIE

Plan 11/10/2009 12/16/2010 06/22/2011 (1) 12/06/2011 12/05/2012 12/11/2013 12/10/2014
Conditions EBITDA 2010 Net profit None TSR and net TSR and net TSR and net TSR and net
2010-2014 recurring recurring recurring recurring
and share income, Group income, Group income, Group income, Group
performance share share share share
Vesting date 03/15/2012 (2) 12/16/2014 (2) 06/24/2013 None 03/15/2016 (3) 03/15/2017 (3) 03/15/2018 (3)
Vesting shares 0 0 0 0 0 17,000
Vested shares 770 2,100 10 0 10,625 7,244 (5) 17,500 (4)
Transferable from 03/15/2014 12/16/2016 06/24/2015 None 03/15/2018 03/15/2019 03/15/2020
(1) Worldwide plans for all employees
(2) The dual performance condition was not met and 15,000 rights to vesting shares were canceled on March 14, 2015
(3) Subject to a dual condition of performance and continuous service
(4) For her role as Executive Vice President, Chief Financial Officer in 2014
(5) 42.61% of performance condition met
Note that the executive corporate officers have made a formal undertaking not to make use of hedging instruments in respect of
Performance Shares.
4.4.5 Performance shares granted in fiscal year 2020 by ENGIE and by all

companies included in the ENGIE performance share scope to the ten
non–corporate officer employees of the issuer and its companies
who received the greatest number of performance shares
Total number of shares awarded Share price (1) (in euros) Issuer Plan
510,000 9.44 ENGIE 12/17/2020
(1) Weighted average price, according to the method used for the consolidated financial statements

4 Governance
4.4.6 Summary of transactions disclosed by executive management

and corporate officers in fiscal 2020
Transaction
Date of Type of Financial Unit price price
transaction transaction instrument Quantity (in euros) (in euros)
Jean-Pierre Clamadieu May 27, 2020 Acquisition Equity investments 10,000 10.56 105,584
(2) (2)
Paulo Almirante March 14, 2020 Acquisition Equity investments 2,500 (1)
May 28, 2020 Acquisition Equity investments 5,000 10.74 53,725
(2) (2)
Gwenaelle Avice-Huet March 15, 2020 Acquisition Equity investments 9,334 (1)
May 27, 2020 Acquisition Equity investments 500 10.56 5,282.5

(2) (2)
Olivier Biancarelli March 15, 2020 Acquisition Equity investments 11,201 (1)
(2) (2)
Franck Bruel March 15, 2020 Acquisition Equity investments 33,335 (1)
4,174 10.56 44,098.31
May 29, 2020 Acquisition Equity investments
826 10.56 8,726.69
(2) (2)
Ana Busto March 15, 2020 Acquisition Equity investments 33,335 (1)
May 29, 2020 Subscription Mutual fund units 4,580 10.96 50,000 (4)
(2) (2)
Pierre Chareyre March 15, 2020 Acquisition Equity investments 33,335 (1)
(2) (2)
Pierre Deheunynck March 15, 2020 Acquisition Equity investments 33,335 (1)
(2) (2)
Shankar Krishnamoorthy March 14, 2020 Acquisition Equity investments 4,100 (3)
(2) (2)
Judith Hartmann March 15, 2020 Acquisition Equity investments 33,335 (1)
(2) (2)
Didier Holleaux March 15, 2020 Acquisition Equity investments 33,335 (1)
(2) (2)
Yves Le Gélard March 15, 2020 Acquisition Equity investments 33,335 (1)
Wilfrid Petrie March 14, 2020 Acquisition Equity investments 3,250 10.26 33,345.00
Claire Waysand May 29, 2020 Acquisition Equity investments 5,000 10.83 54,146.50
(1) Vesting of Performance Shares allocated for fiscal year 2016
(2) As soon as the performance shares are vested, their gross value is correlated to the price of the ENGIE share. It should be noted that,
as of March 16, 2020, the ENGIE share price was €10
(3) Vesting of Performance Shares allocated for 2015
(4) Plus an employer contribution of €200

Governance
4.5 Additional information concerning corporate governance

4.5.1 Agreements relating to current operations concluded
under normal conditions
In accordance with the legislative provisions and on the regulated agreements, and classifying it as an agreement
recommendation of the Audit Committee, the Board of concerning current operations concluded under normal
Directors adopted a procedure on December 17, 2019 to conditions.
assess whether the agreements relating to current operations, This procedure also provides for follow-up in the form of an
concluded under normal conditions by the company, actually annual update on its implementation to the Audit Committee
fulfill these conditions. and the Board of Directors. In accordance with the
A committee within ENGIE’s General Secretariat informed regulations, it should also be noted that persons directly or
about all draft agreements likely to be classified as a indirectly involved in one of the above agreements do not
regulated or current agreement is tasked with analyzing the take part either in discussions or in voting on its assessment
characteristics of this agreement and both submitting it to the and its adoption.
authorization and control procedure provided for in the
4.5.2 Related party agreements and regulated agreements

The special report of the Statutory Auditors on related party Details of transactions with related parties as specified by the
agreements referred to in Article L.225-38 et seq. of the regulations adopted under EC regulation 1606/2002, are
French Commercial Code for fiscal year 2020 is provided in provided in Note 22 to the Consolidated Financial Statements
Section 4.7 of this chapter. (Section 6.2).
4.5.3 Service contracts binding members of corporate governance bodies

To ENGIE’s knowledge, there is no service contract binding members of the Company’s management bodies or any of its
subsidiaries that provides for benefits to be granted under such a contract.

4 Governance
4.5.4 Authorizations relating to share capital and share equivalent

and their utilization
The Company’s shareholders delegated the following powers and authorizations in relation to financial matters to the Board of
Directors:
Authorizations granted by the Combined Shareholders’ Meeting of May 18, 2018
Nature of
authorization Maximum nominal
or delegation Validity and amount Remaining
Resolution of authority expiration per authorization Amounts utilized balance
28th Authorization to be 38 months until 0.75% of the share None Full amount
given to the Board of 07/17/2021 capital, (with an of the
Directors for the Terminates on annual cap of 0.25% authorization
purpose of awarding September 1, 2018, of the share capital),
bonus shares (i) to up to the unused ceiling common
employees and/or portion (Link 2018 in to the 28th and 29th
corporate officers of progress), resolutions of
ENGIE Group to the delegation the Combined
companies (with the granted by the Shareholders’
exception of Combined Meeting of
corporate officers Shareholders’ Meeting May 18, 2018 (1)
of ENGIE SA) and of May 12, 2019
(ii) to employees (16th resolution)
participating in a
Group international
employee
shareholding plan
of the ENGIE Group
(World Plans)
29th Authorization for the 38 months until 0.75% of the share Award : 0.1% of the
purpose of awarding 07/17/2021 capital, (with an - on 12/11/2018 share capital
bonus shares to Terminates on annual cap of 0.25% of 5,022,660
certain employees September 1, 2018, of the share capital), Performance Shares,
and corporate up to the unused ceiling common on 02/27/2019 of
officers of ENGIE portion, the to the 28 and 29 187,674 Performance
Group companies, delegation granted resolutions of Shares (i.e 0.21%
except for corporate by the Combined the Combined of share capital
officers of ENGIE SA Shareholders’ Meeting Shareholders’ at 02/27/2019);
(Discretionary Plans) of May 12, 2019 Meeting of
May 18, 2018 (1) - on 12/17/2019
(17th resolution) of 5,157,215
Performance Shares,
on 02/26/2020 of
279,497 Performance
Shares, (i.e. 0.22%
of share capital
at 02/26/2020);
- on 12/17/2020
and on 02/25/2021
of 5,072,390
Performance Shares
of Performance
Shares (i.e. 0,22%
of share capital
at 02/25/2021).
(1) This is a common ceiling set by the Combined Shareholders’ Meeting of May 18, 2018 for the awards approved under the 28th and
29th resolutions

Governance
Authorizations granted by the Combined Shareholders’ Meeting of May 14, 2020
Nature of authorization Maximum nominal

or delegation of amount Amounts Remaining
Resolution authority Validity and expiration per authorization utilized balance
6th Authorization to trade 18 months until Maximum purchase 0.76% of share Remaining
in the Company’s 11/16/2021 price: €30 capital at 9.24% of share
shares Terminates the Maximum shareholding: 12/31/2020 capital
delegation granted 10% of the share
by the Combined capital
Shareholders’ Meeting Aggregate amount of
of May 17, 2019 purchases: €7.3 billion
(5th resolution)
May not be used during
a public tender offer
for the shares of the
Company
19th Issue of shares 26 months until €225 million for None Full amount
and/or marketable 07/13/2022 shares (2) (3) and €5 of the
securities with PSR (1) Terminates the billion for marketable authorization
(to be used outside delegation granted securities representing
public tender offer by the Combined debt
periods only) Shareholders’ Meeting
of 05/18/2018
(13th resolution)
20th Issue of shares 26 months until €225 million for None Full amount
and/or marketable 07/13/2022 shares (2) (3) and €5 of the
securities without Terminates the billion for marketable authorization
PSR (1) (to be used delegation granted securities representing
outside public tender by the Combined debt
offer periods only) Shareholders’ Meeting
of 05/18/2018
(14th resolution)
21th Issue of shares and/or 26 months until €225 million for None Full amount
marketable securities 07/13/2022 shares (2) (3) and €5 of the
without PSR (1) in the Terminates the billion for marketable authorization
context of an offer delegation granted securities representing
governed by Article by the Combined debt
L.411-2 of the French Shareholders’ Meeting
Monetary and Financial of 05/18/2018
Code (to be used (15th resolution)
outside public tender
offer periods only)
22th Increase in the amount 26 months until Up to 15% of the initial None Full amount
of capital increases 07/13/2022 issue (2) (3) of the
(greenshoe option) Terminates the authorization
carried out pursuant delegation granted
to the 19th, 20th and by the Combined
21st resolutions (to be Shareholders’ Meeting
used outside public of 05/18/2018
tender offer periods (16th resolution)
only)
23th Issue of 26 months until €225 million for None Full amount
ordinary shares and/or 07/13/2022 shares (2) (3) and €5 of the
various securities in Terminates the billion for marketable authorization
consideration for delegation granted securities representing
contributions of by the Combined debt
securities made to the Shareholders’ Meeting
Company, up to a limit of May 18, 2018
of 10% of the share (17th resolution)
capital (to be used
outside public tender
offer periods only)

4 Governance
Nature of authorization Maximum nominal

or delegation of amount Amounts Remaining
Resolution authority Validity and expiration per authorization utilized balance
24th Limitation of the NA €265 million (2)
overall ceiling for Replaces the limit set

capital increase by the Combined
delegations Shareholders’ Meeting
of May 18, 2018
(23rd resolution)
25th Issue of shares by 26 months until Aggregate amount that None Full amount
capitalizing premiums, 07/13/2022 may be capitalized of the
reserves, profits or Terminates the (excl. ceiling) authorization
other delegations granted
by the Combined
of May 18, 2018
(24th resolution)
26th Authorization to reduce 26 months until 10% of the share None Full amount
the share capital by 07/13/2022 capital per 24 month of the
canceling treasury Terminates the period authorization
shares delegations granted
by the Combined
of May 18, 2018
(25th resolution)
27th Capital increase 26 months until 2% of the share capital None Full amount
reserved for employees 07/16/2021 as of the date of of the
who are members Terminates the implementation of the authorization
of employee saving delegation granted delegation, an amount
plans of ENGIE Group by the Combined common with the
Shareholders’ Meeting 28th resolution of the
of May 17, 2019 Combined
(14th resolution) Shareholders’ Meeting
May 14, 2020 (2) (3)
28th Capital increase 18 months until 0.5% of the share None Full amount
reserved for all entities 11/13/2021 capital as of the date of of the
formed as part of the Terminates the implementation of the authorization
implementation of the delegation granted delegation, which will
international employee by the Combined be counted against the
shareholding plan Shareholders’ Meeting 2% ceiling under the
offered by the ENGIE of May 17, 2019 27e resolution of the
Group (15th resolution) Combined
May 14, 2020 (2) (3)
(1) PSR: Preferential subscription rights
(2) Amounts common to issues of marketable securities decided under the 19th, 20th, 21st, 22nd, 23rd resolutions of the Combined
Shareholders’ Meeting of May 14, 2020
(3) Common ceiling set by the 24th resolution of the Combined Shareholders’ Meeting of May 14, 2020, under the 19th, 20th, 21st, 22nd, 23rd,
27th and 28th resolutions of the Combined Shareholders’ Meeting of May 14, 2020: €265 million

Governance
4.5.5 Provisions in the bylaws

on the participation of shareholders at Shareholders’ Meetings
Notice to attend meetings (Articles 20, 21 and 22 of of the French Commercial Code, all registered and fully paid-
the bylaws) up shares registered in the name of the same beneficiary for
at least two years are automatically entitled to a double
Combined Shareholders’ Meetings and, where applicable, voting right (see Section 5.1.1.3 “Voting rights”).
Special Shareholders’ Meetings, are called, meet and The shares are indivisible with regard to the Company. Where
deliberate in accordance with the conditions provided for by the shares are subject to a right of usufruct, voting rights
law. The party issuing the notice convening the meeting also attached to shares belong to the beneficial owner of the
draws up the meeting agenda. However, one or more shares in the case of Ordinary Shareholders’ Meetings, and to
shareholders may, in accordance with the conditions provided the bare owner in the case of Extraordinary Shareholders’
for by law, request that draft resolutions be entered on the Meetings.
agenda.
Any time it is necessary to own several shares in order to
The meeting may take place at the Company’s head office or exercise any right whatsoever, the owners of isolated shares
at any other location stated in the notice. or an insufficient number of shares may exercise such a right
Meetings are chaired by the Chairman of the Board of provided that they combine or, as the case may be, buy or
Directors or, in his absence, by the Vice-Chairman of the sell the necessary shares or rights.
Board of Directors, a Deputy Chief Executive Officer if he or Any shareholder may cast a vote by proxy in accordance with
she is also Director, or, in the absence of a Deputy Chief the terms and conditions provided for by the law and
Executive Officer, by a Director specially authorized by the regulations in all meetings. The owners of securities
Board for this purpose. Otherwise, the meeting elects its own mentioned in the seventh paragraph of Article L.228-1 of the
Chairman. French Commercial Code may be represented, in accordance
The two members of the General Shareholders’ Meeting with the conditions provided for by law, by a registered
present who accept the duties thereof and who hold the intermediary. Any shareholder may cast a vote by proxy in
greatest number of votes act as vote tellers. The officers of accordance with the terms and conditions provided for by the
the meeting appoint the secretary, who may be chosen from law and regulations. The shareholders may, in accordance
outside the shareholders. with the terms and conditions provided for by the law and
An attendance sheet is kept in accordance with the conditions regulations, send their postal proxy form either as a printed
provided for by law. Minutes of meetings are drawn up and form or, further to a decision of the Board of Directors
copies thereof are issued and certified in accordance with the published in the notice of meeting and the notice to attend
conditions provided for by law. the meeting, by electronic transmission.
Attendance at meetings (Article 20 of the bylaws) Dividends (Article 26.2 of the bylaws)
All shareholders have the right to attend the meetings Any shareholder who can, at the end of a fiscal year, provide
provided their shares are paid in full. proof of registration for at least two years and continuation
thereof on the dividend payment date for the fiscal year in
The right to attend meetings or to be represented therein is question, shall receive a 10% increase in the dividend for the
subject to the registration of the securities in the shares so registered, over the dividend paid on other shares.
shareholder’s name by midnight (CET) of the second business This increase will be capped at 0.5% of the share capital for a
day prior to the meeting, either in the registered securities’ single shareholder.
accounts held by the Company or in bearer securities’
accounts held by the authorized intermediary.
The Board of Directors may, if it deems necessary, send to
Golden share (Article 6 of the bylaws)
the shareholders individualized admission cards in each
shareholder’s name and require them to be presented in In accordance with the French Energy Code and Decree
order to gain access to the Shareholders’ Meeting. No. 2015-1823 of December 30, 2015, the share capital
If the Board of Directors so decides at the time the Meeting is includes a golden share resulting from the conversion of one
called, shareholders may participate in the meeting by ordinary share, which is held by the French State and is
videoconference or by any telecommunication or remote aimed at protecting France’s critical interests in the energy
transmission means, including via the Internet, that permits sector and ensuring the continuity and safeguarding of
their identification in accordance with the terms and energy supplies (see Section 5.2.4 “Golden share”).
conditions set under current regulations. Where applicable,
this decision shall be announced in the notice convening the
meeting published in the Bulletin des Annonces Légales Changes in rights attached to shares
Obligatoires (Bulletin of Mandatory Legal Announcements or
BALO). Except where otherwise specified by law, the rights attached
to the Company’s shares may be modified only by the
Extraordinary Shareholders’ Meeting, subject to the special
terms relating to the French State’s golden share under
Voting rights (Articles 10, 11, 12 and 20
Article 6 of the bylaws (see also Section 5.2.4 “Golden share”).
of the bylaws)
In accordance with the provisions of the applicable law and
Unless otherwise provided for by law, each shareholder has regulations, which define the rights attached to ENGIE shares,
as many voting rights and may cast as many votes at any amendment of the bylaws must be approved by a two-
meetings as he or she holds shares, which are fully paid up. thirds majority at the Extraordinary Shareholders’ Meeting.
Effective April 2, 2016, in accordance with Article L.22-10-46 All increases in the commitments of the shareholders must be
unanimously approved by all shareholders.

4 Governance
4.6 Corporate Governance Code
4.5.6 Information on elements that could have an impact on Takeover Bids

or Public Exchange Offers
Pursuant to Article L.22-10-11 of the French Commercial 4.5.4 “Authorizations relating to share capital and share
Code, the elements that could have an impact in the event of equivalents and their utilization”, 4.5.5 “Provisions in the
a public tender offer or exchange offer are specified in bylaws on the participation of shareholders at Shareholders’
Section 3.4.4 “Employees Savings and Shareholding”, Meetings”, 5.2.2 “Breakdown of share capital”, 5.2.3 “Statutory
4.1 “Corporate governance bodies”, 4.1.2 “Functioning of the disclosure thresholds”, 5.2.4 “Golden share” and 7.1 “General
Board of Directors”, 4.4 “Compensation and benefits paid to information concerning ENGIE and its bylaws”.
members of corporate governance bodies”,
4.5.7 Statutory Auditors

Deloitte & Associés Ernst & Young et Autres
Company represented by Patrick Suissa and Olivier Broissand. Company represented by Charles-Emmanuel Chosson and
6 place de la Pyramide, 92908 Paris-La Défense Cedex, France Stéphane Pédron.
Deloitte & Associés has been a Statutory Auditor for the 1/2 place des Saisons, 92400 Courbevoie – Paris La Défense 1,
Company since July 16, 2008. Its term of office was renewed France
at the Combined Shareholders’ Meeting of May 14, 2020 for a Ernst & Young et Autres has been a Statutory Auditor for the
period of six years and will expire at the close of the 2026 Company since May 19, 2008. Its term of office was renewed
Ordinary Shareholders’ Meeting held to approve the financial at the Combined Shareholders’ Meeting of May 14, 2020 for a
statements for the fiscal year ending December 31, 2025. period of six years and will expire at the close of the 2026
Ordinary Shareholders’ Meeting held to approve the financial
statements for the fiscal year ending December 31, 2025.
Previously, Ernst & Young Audit was an auditor between
1995 and 2007.
4.6 Corporate Governance Code

ENGIE maintains its commitment to implementing corporate On the date of this Document, the Company applies all the
governance guidelines and for this purpose refers to the provisions of this Code.
Afep-Medef Corporate Governance Code for listed companies
(amended in January 2020).

Governance
4.7 Statutory auditors' report on related party agreements

This is a translation into English of a report issued in French With M. Clamadieu, Chairman of the Board of Directors
and it is provided solely for the convenience of English- of your Company
speaking users. This report should be read in conjunction with,
and construed in accordance with, French law and professional a) Nature, purpose and terms: Benefit plan
standards applicable in France. for Jean-Pierre Clamadieu
Shareholders’ Meeting held to approve the financial statements The Board of Directors, at its meeting of June 19, 2018,
for the year ended December 31, 2020 resolved to grant the Chairman of the Board of Directors a
benefit plan equivalent to the policy for all ENGIE executives
To the ENGIE Shareholders’ Meeting, in France, through a group insurance policy taken out by your
Company. This policy provides life insurance and disability
In our capacity as statutory auditors of your Company, we insurance.
hereby present to you our report on related party agreements.
b) Nature, purpose and terms: Healthcare plan
We are required to inform you, on the basis of the
for Jean-Pierre Clamadieu
information provided to us, of the terms and conditions of
those agreements indicated to us, or that we may have The Board of Directors, at its meeting of December 11, 2018,
identified in the performance of our engagement, as well as approved a health insurance policy equivalent to the policy
the reasons justifying why they benefit the Company. We are for all ENGIE executives in France, granted through a group
not required to give our opinion as to whether they are insurance policy taken out by your Company. This policy
beneficial or appropriate or to ascertain the existence of covers the standard coverage items for reimbursement of
other agreements. It is your responsibility, in accordance with medical costs for the insured and his beneficiaries as of
Article R. 225-31 of the French Commercial Code (Code de March 1, 2019.
commerce), to assess the relevance of these agreements prior
to their approval. With Isabelle Kocher, Director and Chief Executive Officer
We are also required, where applicable, to inform you in of your Company until February 24, 2020
accordance with Article R. 225-31 of the French Commercial
Nature, purpose and terms: Group benefit
Code (Code de commerce) of the continuation of the
implementation, during the year ended December 31, 2020, and healthcare plans
of the agreements previously approved by the Annual At its meeting of May 3, 2016, the Board of Directors voted
General Meeting. to maintain Isabelle Kocher on the same system as when she
We performed those procedures which we deemed necessary was Chief Operating Officer, namely the Group benefit and
in compliance with professional guidance issued by the healthcare plans for executives from which she benefited
French Institute of Statutory Auditors (Compagnie nationale before her employment contract was suspended.
des commissaires aux comptes) relating to this type of
engagement. These procedures consisted in verifying the
B.2. Agreements approved in prior years,
consistency of the information provided to us with the
relevant source documents. which were not implemented during
the year ended December 31, 2020
In addition, we have been notified that the following
A. Agreements submitted for approval agreements, which were approved by the Annual General
Meeting in prior years, were not implemented during the year
to the Annual General Meeting
ended December 31, 2020.
We hereby inform you that we have not been notified of any
agreements authorized and concluded during the year ended With Suez Environnement Company, now known as SUEZ
December 31, 2020 to be submitted to the Annual General (currently held at 1.8%, and held until 5 October 2020
Meeting for approval in accordance with Article L. 225-38 of at 31.7%)
the French Commercial Code (Code de commerce).
Person concerned
Isabelle Kocher, Director and Chief Executive Officer of your
B. Agreements previously approved Company until February 24, 2020 and Director of Suez.
by the Annual General Meeting Nature, purpose and terms: Agreement relating
to the settlement of disputes in Argentina
B.1. Agreements approved in prior years,
In connection with the spinoff-distribution of the environment
whose implementation continued during business of SUEZ (now ENGIE), your Company and SUEZ
the year ended December 31, 2020 (formerly Suez Environnement Company) had entered into a
In accordance with Article R. 225-30 of the French Commercial twenty-year agreement on the economic transfer, to SUEZ, of
Code (Code de commerce), we have been notified that the the rights and obligations related to the equity interests held
implementation of the following agreements, which were by SUEZ (now ENGIE) in the Argentine companies Aguas
approved by the Annual General Meeting in prior years, Argentinas and Aguas Provinciales de Santa Fé, relating thereto
continued during the year ended December 31, 2020. or arising therefrom (the “Argentine Rights”).
This agreement, which continued to be implemented during
the year, had been expressly authorized by the Board of
Directors of SUEZ at its meeting of June 4, 2008 and signed
on June 5, 2008.

4 Governance
B.3. Agreements approved during the year • pay a gross amount of €672,736 as a settlement compensation;
ended December 31, 2020 • provide Isabelle Kocher with material resources for a
maximum period of 18 months, ending when she has found
In addition, we have been notified of the implementation
full-time professional employment.
during the year ended December 31, 2020 of the following
agreements which were approved by the Shareholders’ It is also specified that Isabelle Kocher, who joined the ENGIE
Meeting of May 14, 2020 based on the statutory auditors' Group in 2002, will also receive a gross amount of €1,399,204
report on related party agreements dated March 10, 2020. for legal or contractual indemnities which she is entitled to
receive due to early termination of her employment contract,
With Isabelle Kocher, ENGIE Director and Chief Executive which will take place in the context of contractual termination
Officer until February 24, 2020 by mutual agreement after implementation of the relevant
procedure.
Nature, purpose, terms and reasons: Memorandum of The above agreements resulted in 2020 by:
understanding for settlement between ENGIE and Isabelle • the payment to Isabelle Kocher of 1,493,616 euros under the
Kocher in the context of her departure and the end of transactional memorandum of understanding, corresponding
her mandate as Director and Chief Executive Officer to twelve months of non-compete compensation and the
The memorandum of understanding for settlement that is totality of the settlement compensation, as well as the
intended to settle, on an amicable basis, the terms of the end provision of material resources in accordance with the
of the tenure of the Chief Executive Officer, between your protocol, and
Company and Isabelle Kocher, was authorized by the Board • the payment to Isabelle Kocher of € 1,399,204 for
of Directors on February 24, 2020 and signed on the same compensation resulting from the termination of the
day. employment contract.
Under the terms of the memorandum of understanding for
settlement, your Company undertook to:
• pay a gross amount of €1,231,320 as a non-compete
compensation for a period of 18 months;
Paris-La-Défense, March 12, 2021

French original signed by

Information on the share
5
capital and shareholding
5.1 Information on capital 180 5.3 Green Bonds 183

5.1.1 Share capital and voting rights 180 5.3.1 Description of the bond 183
5.1.2 Potential capital and share 5.3.2 Projects and eligibility criteria 185
equivalents 180
5.3.3 Eligible Projects 185
5.1.3 Five-year summary of changes
in the share capital 181 5.3.4 Attestation from one of the
Statutory Auditors of ENGIE SA
5.1.4 Stock repurchase 181 on the information related to the
allocation, as of December 31, 2020,
5.2 Non-equity securities 182 of funds raised through the Green
Bonds issued on June 21, 2019,
5.2.1 Deeply subordinated securities 182 October 24, 2019, March 27, 2020,
5.2.2 Euro Medium Term Note (EMTN) and November 30, 2020 191
Program 183
5.4 Shareholding 193
5.2.3 Bond issues 183
5.4.1 Stock exchange quotation 193
5.4.2 Breakdown of share capital 193
5.4.3 Disclosure thresholds 194
5.4.4 Golden share 194
5.4.5 Dividend distribution policy 194
5.5 Financial reporting schedule 195

5 Information on the share capital and shareholding
5.1 Information on capital

5.1.1 Share capital and voting rights
5.1.1.1 Share capital

ENGIE shares are listed on Compartment A of Euronext Paris Europe 600, Euro STOXX, STOXX Europe 600 Utilities, MSCI
and Euronext Brussels under ISIN Code FR0010208488 and Euro, SBF 120, MSCI Pan Euro, Euro STOXX Utilities.
ticker symbol ENGI. ENGIE shares are included in the CAC 40 As of December 31, 2020, ENGIE’s share capital stood at
index, the main index published by Euronext Paris, and are €2,435,285,011, divided into 2,435,285,011 fully paid-up
eligible for the Deferred Settlement Service (SRD). ENGIE is shares with a par value of €1 each.
also listed on the following indexes: Euro STOXX 50, STOXX
5.1.1.2 Pledges, guarantees and collateral
Pledges of assets
The percentage of shares pledged is not significant.
Other pledges
Total 2026 Account
In millions of euros Value 2021 2022 2023 2024 2025 to 2030 > 2030 Total Corresponding %
Intangible assets 123 120 - - - - 1 2 7,196 1.7%
Property, plant 1,749 623 16 15 12 5 62 1,016 49,889 3.5%
and equipment
Equity investments 3,441 98 42 0 271 0 596 2,434 8,428 40.8%
Bank accounts 315 237 25 3 28 2 18 2 12,980 2.4%
Other assets 275 12 - 4 217 - 9 33 36,069 0.8%
TOTAL 5,903 1,090 83 21 528 7 686 3,487 114,562 5.2%
Note: The total amount of the pledge relating to equity instruments may relate to consolidated equity instruments with zero
value in the consolidated balance sheet (elimination of these equity instruments upon consolidation).
5.1.1.3 Voting rights

Each shareholder has as many voting rights and may cast as Pursuant to Article L.111-68 of the French Energy Code as
many votes at meetings as he or she holds shares which are modified by law n°2019-486 of May 22, 2019, the French
fully paid up. government is required to hold at least one share of the
However, in accordance with Article L.22-10-46 of the French Company.
Commercial Code, all registered and fully paid-up shares In addition, pursuant to the French Energy Code and
registered in the name of the same beneficiary for at least Decree 2007-1790 of December 20, 2007, ENGIE’s share
two years are automatically entitled to a double voting right. capital includes a golden share (for details, see Section 5.2.4
On December 31, 2020, the Company had 2,435,285,011 shares “Golden share”).
corresponding to 3,185,903,580 theoretical voting rights.
5.1.2 Potential capital and share equivalents

As of December 31, 2020, there were no share equivalents conferring direct or indirect access to ENGIE’s share capital.

Information on the share capital and shareholding
5.1.3 Five-year summary of changes in the share capital

Par value
Nominal Premium Share capital Number per share
Date Event (in euros) (in euros) (in euros) of shares (in euros)
08/02/2018 Increase of the share capital 4,813,039 47,745,346.88 2,440,098,050 2,440,098,050 1.00
resulting from the subscription
of 4,813,039 shares under the
capital increase reserved for
participants in an employee
savings plan offered by the
Group (Link 2018)
08/02/2018 Increase of the share capital 1,223,127 12,133,419.84 2,441,321,177 2,441,321,177 1.00
resulting from the subscription
of 1,223,127 shares under the
capital increase reserved for
participants in an employee
savings plan offered by the
Group (Link 2018)
08/02/2018 Reduction of the share capital 6,036,166 - 2,435,285,011 2,435,285,011 1.00
resulting from the cancellation
of 6,036,166 treasury shares
5.1.4 Stock repurchase
5.1.4.1 Treasury stock

The sixth resolution of the Combined Shareholders’ Meeting Between January 1 and December 31, 2020, the Company
of May 14, 2020 authorized the Company to trade in its own purchased 9,817,827 shares, for a total value of
shares in order to manage its shareholders’ equity according €121.1 million (or €12.33 per share) under the liquidity
to the applicable laws and regulations. agreement. Over the same period, and also under this
Terms: agreement, ENGIE sold 9,817,827 shares for a total price of
€121.2 million (or €12.34 per share). Furthermore, between
• maximum purchase price: €30 (excluding transaction costs);
January 1 and December 31, 2020, ENGIE did not purchase
• maximum number of shares that may be purchased for the any shares to cover its commitments to the employee
duration of the program: 10% of the share capital; shareholding plan.
• maximum total amount of acquisitions, net of fees: Between January 1 and February 28, 2021, ENGIE purchased
€7.3 billion. 1,578,731 shares for a total value of € 20.7 million (or
A one-year liquidity agreement, renewable by tacit €13.11 per share) under the liquidity agreement. Over the
agreement, of an initial value of €55 million was signed on same period, and also under this agreement, ENGIE sold
May 2, 2006, on the Euronext Paris market with 1,373,731 shares for a total price of €18 million (or €13.10
Rothschild & Cie Banque. The amount of this agreement was per share).
raised to €150 million on July 22, 2008. Furthermore, between January 1 and February 28, 2021,
A new contract was signed on January 24, 2019, in order to ENGIE did not purchase any shares to cover its commitments
comply with the AMF’s decision of July 2, 2018, setting the to the beneficiaries of stock options, bonus shares, and
maximum amount of the contract at €50 million as of company savings plans.
January 1, 2019. On February 28, 2021, the Company held 0,77% of its share
The main purpose of this agreement is to reduce the volatility capital, or 18,464,634 shares: 18,464,634 to cover its
of the ENGIE share and therefore the risk perceived by commitments to the beneficiaries of stock options, bonus
investors. This agreement complies with the Code of Conduct shares, and company savings plans and 205,000 regards to
drawn up by the Association Française des Entreprises the liquidity agreement.
d’Investissement (French Association of Investment
Companies). This agreement continued to apply in 2020.
5.1.4.2 Description of the stock repurchase program to be submitted to the Shareholders’ Meeting

of May 20, 2021
Pursuant to Articles 241-1 to 241-7 of the AMF’s General Regulations, the purpose of the following program description is to set
out the objectives, terms and conditions of ENGIE’s stock repurchase program, as it will be submitted to the Shareholders’
Meeting to be held on May 20, 2021.

5.2 Non-equity securities
A. Main features of the program of external growth transactions within the limit of 5% of
the share capital;
The main features and goals of the program are summarized
below: • to provide for the hedging of securities conferring
entitlement to Company share allocations, through issuance
• relevant securities: shares listed on Eurolist – SRD at the
of shares, upon the exercise of the rights attached to
Paris Stock Exchange or on Eurolist at the Brussels Stock
securities conferring entitlement to Company shares by
Exchange;
conversion, redemption, exchange, upon presentation of a
• maximum capital repurchase percentage authorized by the warrant or other means of allocation;
Shareholders’ Meeting: 10% of the share capital;
• to implement any other market practices previously or
• maximum unit purchase price: €30 (excluding transaction subsequently authorized or to be authorized by market
costs). authorities.
B. Objectives of the stock repurchase program C. Terms and conditions

The objectives of the ENGIE stock repurchase program are
summarized below: Maximum percentage of share capital that may be
repurchased and maximum amount payable by ENGIE
• to ensure liquidity in the Company’s shares by an
investment service provider under liquidity agreements; The maximum number of shares that may be purchased by
ENGIE may not exceed 10% of the share capital of the
• to provide for the subsequent cancellation of the
Company on the date of the Shareholders’ Meeting, i.e.
repurchased shares under a decision or authorization to
243.5 million shares, for a maximum theoretical amount of
reduce the share capital by the Extraordinary Shareholders’
€7.3 billion. ENGIE reserves the right to hold the maximum
Meeting;
amount authorized.
• to allocate or assign such shares to employees or former
employees and corporate officers or former corporate On February 28, 2021, ENGIE directly held 18,669,634
officers of the Group; shares, i.e. 0.77% of the share capital.
• to set up stock purchase plans, bonus share plans on Therefore, based on the estimated share capital on the date
existing shares, or employee shareholding plans under of the Meeting, the stock repurchase program could cover
company savings plans; 225 million shares, representing 9.24% of the share capital,
• to allocate or sell such shares to any entity as part of for a maximum amount of €6.6 billion.
implementing an international employee shareholding plan;
Maximum term of the stock repurchase program
• to provide for the holding and subsequent delivery of
shares (as exchange, payment or otherwise) in the context The stock repurchase program will be in effect for a period of
18 months beginning on the date of this Shareholders’
Meeting, i.e. until November 19, 2021.
5.1.4.3 Book value and nominal value

The book value and the nominal value of the shares held by company financial statements,” and in Section 5.1.3. “Five-
ENGIE itself or in its name, or by its subsidiaries, are year summary of changes in the share capital.”
indicated respectively in Note 7 of Section 6.4 “Parent
5.2 Non-equity securities

5.2.1 Deeply subordinated securities
On November 30, 2020, ENGIE carried out a new issue of €850 million in deeply subordinated perpetual notes (See also Section
5.3 Green Bonds). At the same time, ENGIE bought back outstanding deeply subordinated securities on the markets for a nominal
amount of €850 million (€49.7 million for the FR0011531730 bond, €458 million for the FR0011942283 bond, and
€342.3 million for the FR0013310505 bond). Together, these transactions extended the life of the inventory of deeply
subordinated securities under very favorable market conditions.
Following these transactions, as of December 31, 2020, the outstanding amount of deeply subordinated perpetual bonds issued
by the Group was the following:
First option Outstanding amount

Currency Coupon rate Issue date Maturity for redemption (in millions of euros) Exchange ISIN Code
EUR 4.750% 07/10/2013 Perpetual 07/10/2021 363.4 Paris FR0011531730
EUR 3.250% 01/28/2019 Perpetual 02/28/2025 1,000.0 Paris FR0013398229
EUR 1.625% 07/08/2019 Perpetual 07/08/2025 500.0 Dublin FR0013431244
EUR 1.500% 11/30/2020 Perpetual 11/30/2028 850.0 Paris FR0014000RR2
All of the above securities are rated Baa3 by Moody's, BBB- by Standard and Poor's, and BBB+ by Fitch.
In accordance with the provisions of IAS 32, and given their characteristics, these instruments are recognized in equity in the
Group’s consolidated financial statements (see Section 6.2 “Consolidated financial statements” – Note 18.2.1).

5.3 Green Bonds
5.2.2 Euro Medium Term Note (EMTN) 5.2.3 Bond issues

Program The main features of the bond issues outstanding as of
December 31, 2020, issued by the Company, are detailed in
ENGIE has a €25 billion Euro Medium Term Note (EMTN)
Note 11 of Section 6.4 “Notes to the financial statements”.
program. This program, valid for twelve months, is renewed
every year. The latest version of the program’s base
prospectus is available on ENGIE’s website, in the Credit
section.
5.3 Green Bonds

5.3.1 Description of the bond
To support its development plan in line with its purpose Lastly, a tender offer was launched in November 2020 for the
(“raison d'être”), particularly in renewable energies and green hybrid bond issued in January 2018, following which a
energy efficiency, ENGIE issued three Green Bonds in 2020 total of €342.3 million was redeemed, and the outstanding
for a total of €2.35 billion. amount reduced to €657.7 million.
Furthermore, the first green bond of €1.2 billion with a 6 Following these transactions, as of December 31, 2020, the
years maturity issued by the Group in 2014 matured and has outstanding amount of green bonds issued by the Group was
been repaid. the following:
Coupon Outstanding amount Details on

Type Currency rate Issue date Maturity (in millions of euros) Exchange ISIN Code allocations
Senior EUR 2.375% 05/19/2014 05/19/2026 1,300 Paris FR0011911247 Universal
registration
documents 2014,
2015 and 2016
Senior EUR 0.875% 03/27/2017 03/27/2024 700 Paris FR0013245859 Universal
registration
document 2017
EUR 1.500% 03/27/2017 03/27/2028 800 Paris FR0013245867
registration
document 2018
EUR 1.375% 09/28/2017 02/28/2029 750 Paris FR0013284254
Hybrid EUR 1.375% 01/16/2018 Perpetual 657.7 Paris FR0013310505 Universal
(first call date registration
04/16/2023) documents 2018
and 2019
Hybrid EUR 3.250% 01/28/2019 Perpetual 1,000 Paris FR0013398229 Universal
02/28/2025) document 2019
registration
document 2020
EUR 1.375% 06/21/2019 06/21/2039 750 Paris FR0013428513
registration
document 2020
registration
document 2020
EUR 2.25% 03/27/2020 03/30/2032 750 Paris FR0013504693
Hybrid EUR 1.500% 11/30/2020 Perpetual 850 Paris FR0014000RR2 Universal
11/30/2028) document 2020

5.3 Green Bonds
The total amount of Green Bonds issued by ENGIE reached • the funds raised can be allocated for refinancing other
€12 billion at the end of 2020, of which €10.46 billion still green financing instruments previously issued by ENGIE
outstanding. ENGIE has thus confirmed its leadership and its that have matured or are repurchased by the issuer.
commitment to playing a leading role in energy transition In such case, the Eligible Projects previously allocated to
while supporting the development of green finance. the matured or repurchased bonds can be reallocated to
The Green Bonds meet the terms of the Green Bond the new bonds as long as their residual lifetime is greater
Framework that ENGIE has defined for its Green Bond issues. than the maturity of the instrument. ENGIE reserves the
In March 2020, ENGIE updated this framework (renamed right to not reallocate certain projects, in particular if it
“Green Financing Framework”) to keep up with market deems that the eligibility criteria are no longer aligned with
developments. This new framework applies to issues as from market standards. The reallocation is done as a fraction
2020. The Green Bond Framework and Green Financing of the portfolio;
Framework are available on ENGIE’s website. • for each issue, ENGIE undertakes to allocate at least 25% of
It is to be recalled that the principles of the Green Bond the funds raised to Eligible Projects to which no funds
Framework are as follows: have ever been allocated before. As an exemple:
— if a matured €1 billion green bond is partly refinanced
• the funds raised by these bonds are allocated to projects
by a new €500 million issue, ENGIE could reallocate
that meet environmental, social and societal criteria (called
37.5% of the portfolio of Eligible Projects previously
“Eligible Projects”), as defined in the “use of proceeds”
allocated, i.e. €375 million (75% of the new issue). The
clause in the final terms of the Green Bond issue;
residual amount of the portlio could be allocated to
• until the funds raised are entirely allocated to Eligible other green bonds contributing to the refinancing,
Projects (or after, in case of a substantial change in
— if as part of a tender offer ENGIE repurchases €200
allocations), ENGIE is committed to providing information
million of a €1 billion green bond, ENGIE could reallocate
in its Universal registration document on the fund
20% of the portfolio of Eligible Projects previously
allocations made during the period concerned;
allocated, i.e. €200 million (provided that this allocation
• as part of this Green Bond Framework, ENGIE is committed does not exceed 75% of the amount of the issue to which
to fulfilling the following conditions: it is reallocated). The other 80% of the portfolio of
— Eligible Projects must conform to the eligibility criteria Eligible Projects remain allocated to the instrument
determined by ENGIE and validated by VE (ex-Vigeo partly repurchased.
Eiris). Furthermore, in order to be eligible, they must not
ENGIE aims to have fully allocated each Green Bond within
have been developed prior to the year preceding the
two years of the date of issue (three years if the bond has an
year of issue. The amounts allocated are calculated after
initial maturity of 10 years or more).
deduction of any funding already dedicated to these
projects, If, for a given fiscal year, several Green Bonds must be
— as of 31 December of each year, the Group must hold allocated, the allocation in that year will be based, as far as
cash (and cash equivalents) of an amount at least equal possible, on the following principles: first by issuance date
to the funds raised by the Green Bond, less amounts order, i.e. priority will be given to bonds issued first, and then
allocated to fund Eligible Projects as of that date. in order of duration, with a shorter tranche having priority
over a longer one. In the specific case of refinancing of
The main changes brought about by the Green Financing Eligible Projects mentioned above, these projects will be
Framework are as follows: allocated to all the Green Bonds waiting for allocation in
• the scope of application of this framework is extended to proportion to the respective amounts remaining to be
any Green Financing Instrument, including Green Bonds allocated to them. It is however specified that in the event of
and other green loans; repurchase of Green Bonds with a new concomitant green
• the funds raised are allocated to projects supporting the issue, the Eligible Projects will be reallocated as a priority to
transition to a low-carbon economy directly linked to this new issue.
ENGIE’s strategy (“Eligible Projects”). The Eligible Projects In line with its commitments, ENGIE requested one of its
must fall in a pre-defined category of projects and meet Statutory Auditors, Deloitte & Associés, to provide a
certain technical criteria; statement certifying compliance of the selected projects with
• the funds can be allocated to Eligible Projects carried out the eligibility criteria and the amounts allocated to those
after the issue of the green financing instrument, or can be projects.
used to refinance past investments in Eligible Projects, ENGIE refers to the four principles established by the
without any time limit for capex-type of investments, or International Capital Market Association (“Green Bond Principles”),
not more than 36 months prior to the issue of the green which are: (i) use of proceeds; (ii) existing processes to evaluate
financing instrument for opex-type of expenses; and select Eligible Projects; (iii) management of proceeds; and
• given that ENGIE has developed throughout the Group a (iv) reporting.
robust CSR governance, Eligible Projects are no longer on
an individual basis subject to CSR eligibility criteria under
the Green Financing Framework. If a significant issue linked
to a CSR factor occurs after funds have been allocated to a
Eligible Project, ENGIE undertakes to replace this
allocation as soon as possible;

5.3 Green Bonds
5.3.2 Projects and eligibility criteria

The categories of projects covered by the Green Bonds Framework (issues prior to 2020) are described below.
Project category Description

Renewable Energy This category of projects includes the financing of, or investments in, the
design, construction and installation of renewable energy production or
transport units. It covers energy produced from renewable non-fossil sources.
It includes hydro, geothermal, wind, solar, biogas, biomass and any other
renewable energy source.
Energy Efficiency This category of projects includes the financing of, or investments in, projects
that contribute to a reduction of energy consumption per unit of output, such
as, for example, heating and cooling networks, optimization of buildings or
plant efficiency, and energy management systems (Smart Grids, Smart
Metering).
Natural Resources Preservation This category of projects includes the financing of, or investments in, projects
that contribute to a reduction in consumption of natural resources, such as
water and/or waste management.
Clean Transportation This category of projects includes the financing of, or investments in, projects
that contribute to a reduction in CO2, gas or particles harmful to health and/or
the environment, or in energy, expressed by passenger and kilometer.
Other projects conforming to the categories This category of projects includes the financing of, or investments in, the
of the Green Bond Principles categories of projects included in the Green Bond Principles; the
environmental and societal eligibility criteria applicable to these projects in
view of their eligibility will be defined by ENGIE and examined by VE.
The CSR eligibility criteria under the Green Bond Framework The technical eligibility criteria for the different categories of
are available on ENGIE’s website. These criteria were drawn the Green Financing Framework are available on ENGIE’s
up together with VE and were used to select the projects. website.
The 2020 Green Financing Framework adds the following The Green Bond Committee was established in 2017. This
new categories of projects to the ones existing in the Green Committee meets regularly to discuss market developments,
Bond Framework: the eligibility criteria and the allocation processes. It is jointly
• Energy storage; led by the CSR Department and the Finance Department and
brings together the Purchasing Department, the Global Care
• Electricity Transmission and distribution infrastructure;
Department and the main BUs concerned.
• Carbon Capture and Storage;
• Green Buildings;
• Sustainable management of living natural resources and
land use.
5.3.3 Eligible Projects

During 2020, the Group proceeded to the allocation of €3.36 billion of Eligible Projects, as per the below repartition:
In millions of euros Allocated Green Bond Nominal amount Allocated amount

New allocations
Senior 8 y June 2019 750 737 (1)
Senior 20 y June 2019 750 750

Senior 11 y October 2019 900 900
Sub-total 2,387
Realloctions
of matured bond
Senior 8 y March 220 750 230
Senior 12 y March 2020 750 230
Hybrid 8 y November 2020 850 260
following a tender offer
Hybrid 8 y November 2020 256
Sub-total 975
TOTAL ALLOCATIONS 2020 3,362
(1) 13 million euros allocated in 2019

5.3 Green Bonds
5.3.3.1 Green Bonds of €1.5 billion (in two tranches) issued in June 2019 and €900 million issued
in October 2019
The main Eligible Projects financed by the Green Bond issues of June 2019 (ISIN: FR0013428489 and FR0013428513) and
October 2019 (ISIN: FR0013455813) that meet the aforementioned conditions of the Green Bond Framework are listed in the
table below.
Senior Senior Senior

€750 m €750 m €900 m
8Y 20 Y 11 Y
In millions of euros Projects Country Jun 19 Jun 19 Oct 19
Type of Project: Renewable Energy
Technology: Hydropower 201 205 246
Monet* Portugal
Europe
CN'AIR Hydro* France
Technology: Solar 201 204 245
Capricornio, Tamaya Chile
Abril, Calpulalpan, Sol de
South America Mexico
Insurgentes, Villa Ahumada
SD Paracatu Brazil
Anson, Bluestone, Long Draw,
North America United States
Whitehorn (Gretna), Hawtree*
CN'AIR Solar, ENGIE Green, PV
France
Europe Development E&C
Sonne PV Romania
Fenix Several countries (1)
Africa
Scaling Solar Senegal
GUVNL India
Asia and Oceania
Retop China
Middle East Nadec Saudi Arabia
Technology: Wind 194 196 237
Dakota Range, East Forks, Iron
Star*, Jumbo Hill, King Plains,
North America United States
Las Lomas, Prairie Hill, Solomon
Forks, Triple H, Priddy*
Calama Chile
South America
Tres Mesas 4 Mexico
OW*, CN'AIR Wind, Engie Green
France
Europe On-shore, Renvico*, ABOWind*
Renvico*, Wood* Italy
Technology: Bioenergy 22 23 27
GRDF (Biogaz network
Europe injection), ENGIE BiOZ, France
DSP Pau*
Technology: Geothermal 4 4 4
Europe Champs sur Marne*, Vélidis* France
Asia and Oceania Supreme Muara Laboh Indonesia
Technology: R&D 9 9 11
Type of Project: Energy Efficiency
Technology: Energy efficiency 77 78 94
Gazpar, Réseaux de Chaleur
Urbains, Storengy (Hydrogen France
and syntetic methane projects)*
Europe
GAMOR* Germany
ENGIE New Ventures Several countries
Asia and Oceania Punggol DCS* Singapore
Technology: Pumped Storage 14 15 18
Europe First Hydro (Ffestiniog 1&2)* United Kingdom
Technology: R&D 5 5 5

5.3 Green Bonds
Senior Senior Senior

€750 m €750 m €900 m
8Y 20 Y 11 Y
In millions of euros Projects Country Jun 19 Jun 19 Oct 19
Type of project: Clean Transportation
Technology: Clean Transportation 5 6 7
Europe GNVERT* France
Technology: EV 3 3 3
Asia and Oceania EVChong* China
Technology: Hydrogen 2 2 2
Africa Rhyno* South Africa
Europe DMSE*, Zero Emission Valley* France
SUB-TOTAL 737 750 900
ALLOCATED IN 2019
Type of project: Clean Transportation
Technology: EV 13
Europe ChargePoint United Kingdom - -
TOTAL 750 750 900
* New eligible projects
(1) Uganda, Zambia, Benin, Nigeria, Mosambique
The projects and the related capex set out in the above table EDP as well as the acquisition of wind farms from Renvico.
for a total amounting to €2.39 billion are allocated globally to These low-carbon resources play an essential role in energy
the Green bonds of June 2019 and October 2019, in such transition and the fight against climate change.
proportions as to complete and finalize the allocation of these During 2020, a total of €2.04 billion had been allocated to
Green bonds . Eligible Projects in the field of renewable energy sources in
As a reminder, the Green Bonds issued in 2014, 2017, 2018 respect of the Green Bonds of June 2019 and October 2019.
and January 2019 have been fully allocated. Details of the When fully operational, these projects should contribute to
Eligible Projects and the corresponding allocations were avoiding greenhouse gas emissions by a minimum of
published in the 2014 to 2019 registration documents. 5.05 million metric tons of CO2 eq. per year.
Total funds allocated to Eligible Projects throughout 2020 are The methodology for calculating avoided emissions is based
related to investment of €24 million for the year 2018, on a comparison of the Life-Cycle Analysis (LCA) emission
€40 million for 2019 and €2.32 billion for 2020. In line with value of the energy generation technology being used by the
the Group’s commitments, a more detailed description of the project and the one of the energy mix of the country in
impacts in terms of avoided emissions and the related question. ENGIE estimates the contribution to avoided
methodology is available on the Sustainable Development emissions resulting from Green Bond-funded projects by
page of the Group’s website (www.engie.com/analystes-rse/ multiplying the difference between the two LCA values stated
finance-durable/green-bond). with the plant’s capacity and the technology’s average load
The Green Bonds contribute to the funding or acquisition of factor. The contribution to avoided emissions are calculated
Eligible Projects in (i) renewable energy (wind, solar, for one year of operation of the projects, considered in a full
hydropower and/or biomass), (ii) energy efficiency, (iii) natural operational mode and taken at 100% regardless of the
resources preservation, and (iv) clean transportation. Group’s ownership rate of these projects.
Per-country reference data for the average operating rates of
technologies used and the average CO2 emissions rates per
1) Renewable Energy kWh of the generation mix were drawn from data from
Energy transition and the development of renewable energy Enerdata. The technologies’ LCA data is derived from work
on a global scale are a strategic priority for ENGIE. As of end performed by the IPCC (Intergovernmental Panel on Climate
of 2020, the Group has installed capacity of 101 gigawatts Change). For CDM (Clean Development Mechanism) projects
(GW), including 31.2% (31.5 GW) in renewables registered and approved by the United Nations, the resulting
(hydroelectricity, wind, solar, geothermal, biomass, etc.). The contribution to avoided emissions is derived from the
Group is targeting a 58% share of renewable energy in its underlying methodologies.
generation portfolio by 2030. In 2020, ENGIE continued to
expand its portfolio of renewable assets in wind, solar,
biomass, and geothermal by developing new projects in 2) Energy Efficiency
particular in North America, South America and Europe. The Group’s other strategic focus is the development of high
In 2020, the Group thus commissioned 3 GW of which about efficiency energy networks supporting the transition to a
1.8 GW in the United States and 0.9 GW in Europe. The Group low-carbon economy. In 2020, ENGIE continued to develop
has also acquired 2 GW of renewable capacity in operation urban heating or cooling networks in Europe and mainly in
through acquisitions in Portugal of hydro dams owned by France.

5.3 Green Bonds
During 2020, a total of €312 million had been allocated to 5) Results of the Green Bonds issued in June 2019
Eligible Projects in the field of energy efficiency in respect of and October 2019
the Green Bonds of June 2019 and October 2019. When fully
operational, these projects should contribute to reducing The main geographic areas concerned by the projects
greenhouse gas emissions by a minimum of 0.21 million allocated to the June 2019 and October 2019 Green Bonds
metric tons of CO2 eq. per year. are Europe and North and South America, which respectively
accounted for 59.9%, 29.1% and 8.3% of the total amount
The methodology for calculating the contribution to reduced invested. With regard to the technologies used, the main
emissions related to energy efficiency projects depends on technologies involved in the allocation to the June 2019 and
the technologies implemented. For on-site or network October 2019 Green Bonds are hydro 27.9%, solar 27.7% and
facilities, ENGIE multiplies the energy savings generated by wind 26.9%.
the project by the emissions of the concerned country’s
energy mix. For pumped-storage sites, ENGIE compares the
emissions of the country’s energy mix at the times when the Region Allocated funds (in %)
energy is consumed with that of the mix when the energy is Europe 59.9%
fed back to the network. The contributions to reduced
emissions are calculated for one year of operation of the North America 29.1%
projects, considered in a fully operational mode and taken at South America 8.3%
100% regardless of the Group’s ownership rate of these
projects Africa 1.2%
Asie-Oceania 1.1%
3) Natural Resources Preservation Middle East 0.4%

No natural resources preservation projects were allocated to
the Green Bonds in 2020. Technology Allocated Funds (in %)
Hydro 27.9%
4) Clean Transportation Solar 27.7%
Clean transportation is a central pillar of the development of Wind 26.9%
offers to support our target customers (local authorities and
Engergy Efficiency 10.6%
major industrial groups) in decarbonizing their mobility.
ENGIE is mainly involved in the development of electricity Bioenergy 3.1%
charging stations and CNG/Biogas stations. Energy Storage 2.0%
During 2020, a total amount of €31 million had been
Clean Transporation 1.3%
allocated to Eligible Projects developed in the area of clean
mobility in respect of the Green Bonds of June 2019 and Geothermal 0.5%
October 2019. When fully operational, these projects should
contribute to reducing greenhouse gas emissions by a When fully operational and taken at 100%, these projects
minimum of half a thousand metric tons of CO2 eq. per year. should contribute to avoiding or reducing greenhouse gas
For the calculation of the contribution to reduced emissions emissions by a minimum of 5.26 million metric tons of CO2
related to clean mobility projects, ENGIE multiplies the eq. per year.
quantity of energy delivered (electricity or biogas) by the
project by the number of kilometers traveled per unit of
energy and the difference in carbon intensity of the
technology compared to a base scenario. The contribution to
reduced emissions are calculated for one year of operation of
the projects, considered in a fully operational mode and
taken at 100% regardless of the Group’s ownership rate of
these projects.
5.3.3.2 Green Bonds of €1.5 billion (in two tranches) issued in March 2020 and €850 million issued
in November 2020
The following refinancing operations were allocated to the green bonds issued in 2020, in accordance with the Green Financing
Framework applicable to them.

5.3 Green Bonds
March 2020 Green Bond (tranche of €750 million maturity March 2028 and tranche of €750 million maturity
March 2032) and Green Hybrid of October 2020 of €850 million – partial reallocation of Eligible Projects allocated
to the 2014 Green Bond which reached maturity in May 2020
Senior Senior Hybrid
€750 m €750 m €850 m
8Y 12Y 8Y
In millions of euros Projects Country Mar 20 Mar 20 Nov 20
Technology: Hydropower 27 27 31
Quitaracsa Peru
South America
Salto Santiago Brazil
Europe Shem France
Technology: Wind 81 81 91
Several
Diverse portfoloi
Countries
Tréport – Noirmoutier (1), on-shore
France
wind portfolio
Europe
Alizeu Romania
Dabrowice Poland
on-shore wind portfolio Belgium
South America Santa Monica, Campo Largo Brazil
Africa West Coast One South Africa
Technology: Solar 42 42 48
Solardirect (acquisition +
France
Europe develoment), Besse-sur-Issole
Santa Chiara Italy
Los Loros Chile
South America Paracatu, Floresta, Assu
Brazil
Fotovoltaico
Technology: Bioenergy 37 37 42
District heating networks with
France
Europe production from biomass
Aoste Italy
South America Ferrari Brazil
Technology: Geothermal 7 7 8
District heating networks with
Europe France
production from geothermy
Technology: Energy efficiency 29 29 33
North America ENGIE Services US (ex-OpTerra) United States
Technology: District cooling 6 6 6
Disctric heating and cooling
Europe France
networks
TOTAL 230 230 260
(1) Project transferred to the JV with EDPR (OW)
When fully operational and taken at 100%, these projects contribute to avoiding or reducing greenhouse gas emissions by a
minimum of 1.3 million metric tons of CO2 eq. per year.

5.3 Green Bonds
October 2020 Green Hybrid of €850 million – partial reallocation of the Eligible Projects allocated
to the January 2018 Green Hybrid
Hybrid €850 m
In millions of euros Projects Country 8Y Nov 20
Technology Hydro 4
South America Salto Osorio Brazil
Technology: Solar 124
Capricornio, Tamaya Chile
Abril, Akin, Calpulalpan, Sol de Insurgentes,
South America Mexico
Villa Ahumada, Trompezon
Floresta Brazil
Fenix Uganda
Kathu South Africa
Several
Africa Mobisol
countries (1)
Powercorner Tanzania
Scaling Solar Senegal
Asia and Oceania Kadapa India
Retop, Retop Biz China
Europe
Seneca Spain
North America SoCore, Fund IV United States
Middle East Nadec Saudi Arabia
Technology: Wind 95
North America East Forks, Jumbo Hill, Seymour Hills United States
Calama Chile
South America
Tres Mesas 3 and 4 Mexico
Asia and Oceania SECI projects, GUNVL India
Phoenix 1, Goya Spain
Europe On-shore wind portfolio, Seamaid (2) Belgium
Windfloat (2)
Portugal
Africa Ras Ghareb Egypt
Technology: Bioenergy 20
Biomethane and network connection France
Europe Biogas Plus Netherlands
Sisslerfeld Switzerland
Technology: Energy efficiency 3
Europe ENGIE New Ventures Several countries
Type of Project: Clean Transportation
Technology: EV 10
South America Transantiago Chile
TOTAL 256
(1) Tanzania, Kenya, Rwanda
(2) Project transferred to the JV with EDPR (OW)
When fully operational and taken at 100%, these projects contribute to avoiding or reducing greenhouse gas emissions by a
minimum of 3.4 million metric tons of CO2 eq. per year.

5.3 Green Bonds
5.3.4 Attestation from one of the Statutory Auditors of ENGIE SA on the

information related to the allocation, as of December 31, 2020, of funds
raised through the Green Bonds issued on June 21, 2019, October 24, 2019,
March 27, 2020, and November 30, 2020
This is a free translation into English of the attestation from • the consistency of the amounts raised from the Issues
one of the Statutory Auditors of ENGIE SA on the information allocated to Eligible Projects, as of December 31, 2020,
related to the allocation, as of December 31, 2020, of funds with data underlying the accounting records;
raised through the Green Bonds issued on June 21, 2019, • the consistency of the amounts raised from the Issues allocated
October 24, 2019, March 27, 2020, and November 30, 2020 to Refinanced Eligible Projects, as of December 31, 2020,
originally issued in French and is provided solely for the with the previously financed amounts;
convenience of English speaking readers. This attestation • the consistency with the consolidated financial statements
should be read in conjunction and construed in accordance for the year ended December 31, 2020 of an amount of
with French law and professional auditing standards applicable cash, cash equivalents and money market instruments
in France. higher than the remaining balance of net proceeds not
allocated as of December 31, 2020.
To the Group’s Chief Executive Officer,
However, we have no responsibility for:
In our capacity as statutory auditor of ENGIE SA (the • challenging the Eligibility Criteria, and the Green Eligibility
“Company”) and in accordance with your request, we have Criteria and, in particular, we give no interpretation on the
prepared this attestation on the information related to the Final Terms;
allocation, as of December 31, 2020, of funds raised through
• forming an opinion on the use of the funds allocated to
the Green Bonds issued on June 21, 2019, in two tranches for
Eligible Projects and, to Refinanced Eligible Projects and
a total amount of €1.5 billion, on October 24, 2019 for
Green Eligible Projects after such funds have been
€0.9 billion, on March 27, 2020 in two tranches for a total
allocated.
amount of €1.5 billion and on November 30, 2020 for €0.85
billion (the “Issues”), contained in the attached document and In the context of our role as Statutory Auditor, we have
in the “Green Bonds” section of the 2020 Universal audited, jointly with the other Statutory Auditor, the
registration document, and prepared pursuant to the use of consolidated financial statements of the Company for the
proceeds referred to in the final terms of the Issues, signed years ended December 31, 2018, December 31, 2019 and
on June 19, 2019 (FR0013428489 and FR0013428513), December 31, 2020. Our audits were conducted in accordance
October 22, 2019 (FR0013455813), March 26, 2020 with professional standards applicable in France, and were
(FR0013504677 and FR0013504693) and November 26, 2020 planned and performed for the purpose of forming an opinion
(FR0014000RR2) (the “Final Terms”). on the consolidated financial statements taken as a whole
and not on any individual component of the accounts used to
This document, prepared for the purposes of informing the
determine the information. Accordingly, our audit tests and
Green Bond debt securities holders, presents:
samples were not carried out with this objective and we do
• in reference to the Green Bond Framework, an allocation of not express any opinion on any component of the accounts
the funds raised from the Issues on June 21, 2019 and taken individually. The consolidated financial statements for
October 24, 2019 to eligible projects (the “Eligible the year ended December 31, 2020, which have not yet been
Projects), over the period from January 1, 2018 to approved by the Shareholders’ Meeting, have been certified
December 31, 2020, for a total amount of €2,387 million; and our report thereon is dated March 12, 2021.
• in reference to the Green Financing Framework, an Our engagement, which constitutes neither an audit nor a
allocation of the funds raised from the Issues on March 27, review, was performed in accordance with professional
2020 and November 30, 2020 to the refinancing of eligible standards applicable in France. For the purposes of this
projects, previously financed by the Green Bonds of attestation, our work consisted, using sampling techniques or
May 19, 2014 (FR0011911239) and January 16, 2018 other methods of selection, in:
(FR0013310505) (the “Refinanced Eligible Projects”) for
• understanding the procedures implemented by the
€975 million, it being specified that no funds were
Company for producing the information contained in the
allocated to new green eligible projects solely under the
attached document;
Green Financing Framework (the “Green Eligible Projects”).
• verifying the compliance, in all material respects, of (i) the
This information was prepared under your responsibility, based Eligible Projects referred to in the attached document with
on the accounting records used for the preparation of the the Eligibility Criteria and (ii) the Refinanced Eligible
consolidated financial statements for the years ended December Projects referred to in the attached document, and already
31, 2018, December 31, 2019 and December 31, 2020. in compliance with the Eligibility Criteria, with the Green
Our role is to report on: Eligibility Criteria;
• the compliance, in all material respects, of: • verifying the consistency of the amounts raised from the
— the Eligible Projects referred to in the attached Issues allocated to Eligible Projects with data underlying
document, with the eligibility criteria defined and the accounting records;
approved jointly by both the Company and VE (formerly • the consistency of the amounts raised from the Issues
Vigeo Eiris), and included in the Green Bond Framework allocated to Refinanced Eligible Projects with the previously
referred to in the attached document and in the financed amounts; and
appendices to the Final Terms (the “Eligibility Criteria”); • verifying that the cash, cash equivalents and money market
— the Refinanced Eligible Projects referred to in the instruments balance as in the consolidated financial
attached document, with the Green Financing Framework statements for the year ended December 31, 2020 is higher
referred to in the attached document and in the than the remaining balance of net proceeds not allocated as
appendices to the Final Terms (the “Green Eligibility of December 31, 2020.
Criteria”), it being specified that as of December 31,
2020 no funds were allocated to Green Eligible Projects;

5.3 Green Bonds
On the basis of our work, we have no matters to report on: This attestation has been prepared solely for your attention
• the compliance, in all material respects, of the Eligible within the context described above and may not be used,
Projects with the Eligibility Criteria, and the Refinanced distributed or referred to for any other purpose.
Eligible Projects with the Green Eligibility Criteria; In our capacity as statutory auditor of ENGIE SA, our
• the consistency of the amounts raised from the Issues responsibility towards the Company and its shareholders is
allocated to Eligible Projects as of December 31, 2020 with defined by French law and we do not accept any extension of
data underlying the accounting records; our responsibility beyond that provided for by French law.
• the consistency of the amounts raised from the Issues We are not liable and accept no responsibility towards any
allocated to Refinanced Eligible Projects, as of December third party.
31, 2020, with the previously financed amounts; and This attestation is governed by French law. The French courts
• the consistency with the consolidated financial statements have exclusive jurisdiction to hear any dispute, claim or
for the year ended December 31, 2020 of an amount of dispute that may arise from our engagement letter or this
cash, cash equivalents and money market instruments attestation, or any question relating to it. Each party
higher than the remaining balance of net proceeds not irrevocably waives its rights to oppose an action brought
allocated as of December 31, 2020. before these courts, to claim that the action was brought
before an incompetent court, or that these courts have no
jurisdiction.
Paris-La Défense, March 12, 2021

One of the Statutory Auditors
Deloitte & Associés
Olivier Broissand Patrick E. Suissa

5.4 Shareholding
5.4 Shareholding
5.4.1 Stock exchange quotation
Trading volumes and high and low prices of ENGIE shares in Paris
2020 High (1) (in euros) Low (1) (in euros) Trading volume (2)

January 15.88 14.69 5,567,163
February 16.65 15.03 9,390,593
March 15.93 9.41 15,678,975
April 9.99 8.70 8,267,955
May 10.86 9.17 7,228,013
June 11.95 10.65 8,089,061
July 11.41 10.80 6,123,919
August 12.18 11.14 4,739,560
September 12.02 11.12 5,428,240
October 12.16 10.27 5,616,102
November 12.64 10.61 6,835,044
December 12.90 12.16 4,825,351
(1) Rate obtained from daily closing prices
(2) Daily average (source: Bloomberg)
Subsequent to the deregistration of ENGIE with the U.S. Securities & Exchange Commission on October 30, 2009, ENGIE maintains
an unlisted Level 1 American Depositary Receipt (ADR) program on a U.S. stock exchange. These ADRs are traded on the Nasdaq
over-the-counter market.
5.4.2 Breakdown of share capital

As of December 31, 2020, the Company held 2,435,285,011 shares, including 18,464,634 in treasury stock. The Company’s share
capital did not change during 2020.
Major changes in ENGIE shareholdings during the past three fiscal years
December 31, 2020 December 31, 2019 December 31, 2018

% of % of % of
theoretical theoretical theoretical
Number of % of share voting % of share voting % of share voting
shares capital rights (1) capital rights (1) capital rights (1)
French State 575,693,307 23.64 33.19 23.64 33.67 23.64 33.84
BlackRock 108,662,050 (2)
4.46 (2)
3.43 (2)
4.52 (3) 3.53 (3) 5.02 (4) 3.99 (4)
Employee 77,939,699 3.20 4.26 3.22 3.87 3.97 4.65
shareholding
CDC group 111,799,650 (5)
4.59 (5)
3.83 (5)
2.62 2.35 1.83 1.75
CNP Assurances - - - 0.96 0.75 0.99 0.78
Treasury stock 18,464,634 0.76 0.58 0.91 0.71 0.98 0.76
Management Not Not Not Not Not Not Not
significant significant significant significant significant significant significant
Public 1,542,725,671 63.35 54.71 64.13 55.12 63.57 54.23
TOTAL 2,435,285,011 100% 100% 100% 100% 100% 100%
(1) Pursuant to Article 223-11 of the AMF General Regulations, the number of theoretical voting rights is calculated on the basis of all
shares to which voting rights are attached, including shares held by the Group, from which voting rights have been removed
(2) Information not available on December 31, 2020 (data on December 7, 2020 from the disclosures threshold notification)
(3) Information not available on December 31, 2019 (data on December 30, 2019 from the disclosure threshold notification)
(4) Information not available on December 31, 2018 (data on December 27, 2018 from the disclosures threshold notification)
(5) CDC group (CDC + CNP Assurances)
Pursuant to the provisions of Article L. 233-13 of the French Commercial Code, it is stipulated that, to ENGIE’s knowledge, only
the French State held a stake of 5% or more of the share capital or voting rights at the end of fiscal 2020.

5.4 Shareholding
5.4.3 Disclosure thresholds

The Company has not been notified of any crossing of the To the Company’s knowledge, as of the date of this Universal
statutory threshold, whether above or below, for fiscal year registration document, only the French State hold share
2020. capital and/or voting rights in ENGIE that exceed one of the
legal thresholds.
5.4.4 Golden share

Pursuant to Article L.111-68 of the French Energy Code as • underground natural gas storage located in France;
modified by law n°2019-486 of May 22, 2019, the French • liquefied natural gas facilities located in France.
government is required to hold at least one share of the
Pursuant to those same provisions, all decisions of this nature
Company.
must be reported to the French Minister of the Economy.
Pursuant to Article L.111-69 of the French Energy Code,
The decisions mentioned above are deemed to be authorized
ENGIE’s share capital includes a “golden share” resulting from
if the Minister of the Economy does not veto them within one
the conversion of one common share owned by the French
month of the date of their disclosure, as recorded by a
State to preserve the essential interests of France in the
receipt issued by the administration. This period may be
energy sector relating to the continuity and security of the
extended for a period of 15 days by order of the Minister of
energy supply. The golden share is granted to the French
the Economy. Before the expiration of the aforementioned
government indefinitely and entitles it to veto decisions
one-month period, the Minister of the Economy may waive
made by ENGIE or its French subsidiaries, which directly or
the right to veto. If there is a veto, the Minister of the
indirectly seek to sell in any form whatsoever, transfer
Economy will communicate the reasons of his or her decision
operations, assign as collateral or guarantee, or change the
to the Company in question. The decision of the Minister of
intended use of certain assets covered by the French Energy
the Economy may be appealed.
Code, if it considers they could harm French energy interests,
particularly as regards the continuity and safeguarding of Pursuant to Decree No. 2019-1071 of October 22, 2019 and
supplies. Decree No. 93-1296 of December 13, 1993, any transaction
executed in violation of these rules is automatically null and
Under the terms of Article D.111-21 of the French Energy
void.
Code, the assets covered by the French State’s right of veto
pursuant to the golden share are: As of the date of this Universal registration document, to
ENGIE’s knowledge, there is no agreement relating to an
• natural gas transmission pipelines located in France;
operation on any entity that is a member of the ENGIE Group,
• assets related to the distribution of natural gas in France; concerned by these provisions, or any agreement which, if
implemented, could lead to a change in its control.
5.4.5 Dividend distribution policy

ENGIE seeks to pursue a dynamic and attractive dividend The Board of Directors will propose to the Shareholders’
distribution policy. To encourage and reward shareholder Meeting of May 20, 2021 the payment of a dividend for fiscal
loyalty, the General Shareholders’ Meeting of April 28, 2014 year 2020 of €0.53 per share, corresponding to a
instituted a 10% dividend mark-up for shareholders who have distribution ratio of 75% on the basis of net recurring income
held their shares in registered form for at least two years, (Group share) for 2020.
this 10% being the maximum amount authorized by As a reminder, in early 2019, ENGIE announced a new
Article L.232-14 of the French Commercial Code. This medium-term dividend policy, within a range of 65% to 75%
measure was applied for the first time to the dividend of the distribution ratio, based on net recurring income
payment for fiscal year 2016 and will be capped at 0.5% of (Group share). On April 1, 2020, the Board of Directors
the share capital for a single shareholder, as stipulated in decided not to distribute dividends for fiscal year 2019, in a
Article L.232-14 of the French Commercial Code. spirit of responsibility and prudence in exceptional context of
The Group’s objectives described in Section 6.1.1.1.2 the Covid-19 epidemic. The dividend distribution policy,
“Financial targets” do not constitute under any circumstances after being suspended on April 1, 2020, was reconfirmed at
a commitment by the Company, and future dividends will be the Shareholders' Meeting of May 14, 2020.
assessed on a year-by-year basis depending on the
Company’s performance, financial position and any other
factor considered relevant by the Board of Directors in
preparing its proposals to the Shareholders’ Meeting.
Dividend per share in the last five years
Fiscal year (fully paid up shares) Net dividend per share (in euros)
2015 1.00
2016 1.00
2017 0.70
2018 1.12
2019 0
After a period of five years, unclaimed dividends are automatically paid to the French Treasury.

5.5 Financial reporting schedule
Publication of annual earnings 2020 February 26, 2021

Publication of Q1 results 2021 and mid-term ambitions May 18, 2021
Annual Shareholders’ Meeting May 20, 2021
Publication of the 2021 half-year results July 30, 2021


Financial
6
informations
6.1 Review of the financial position 198 6.4 Parent company financial
statements for the year
6.1.1 Management report 198
ended December 31, 2020 334
6.1.2 Cash and shareholders’ equity 220
6.4.1 Parent company financial
6.2 Consolidated financial statements 221 statements 334
6.2.1 Consolidated financial statements 221 6.4.2 Notes to the parent company
financial statements 338
6.2.2 Notes to the consolidated financial
statements 227 6.4.3 Total and partial transfers
of assets, subsidiaries, and
6.3 Statutory auditors’ report on the equity investments requiring
consolidated financial statements 328 statutory disclosure 376
6.4.4 Five-year financial summary 377
6.5 Statutory auditors’ report
on the financial statements 378

6 Financial informations
6.1 Review of the financial position

6.1.1 Management report
6.1.1.1 ENGIE 2020 results
ENGIE 2020 financial results • Decision to stop preparation works that would allow for
the 20-year extension of two nuclear units beyond 2025
Progress at pace on new strategic direction towards
accelerating the energy transition.Strong recovery from Q2 • Update on new strategic direction alongside Q1 results, on
levels, with H2 organic performance similar to 2019 May 18, 2021
Business Highlights Financial performance

• Major capital projects delivered with €4.0 billion growth • 2020 NRIgs in line with guidance, EBITDA and COI (2) above
Capex (1) expectations
• Strong growth in Renewables with 3 GW commissioned and • Significant impact of Covid-19 in 2020 mainly on Client
2 GW acquired Solutions and Supply, with c. €1.2 billion total Group
impact at COI level
• Sale of 29.9% shareholding in SUEZ completed
• Negative FX impact of €0.3 billion at COI level, mainly due
• Client Solutions and further strategic reviews launched
to BRL depreciation
towards Group simplification
• Net financial debt at €22.5 billion, down €3.5 billion versus
• Employee consultation launched for potential creation of
last year, strong liquidity and strong investment grade
new leader in multi-technical services
rating maintained
• New ExCom announced
• Impairment of nuclear assets, partially offset by capital
• Continued ESG progress, with commitment to finalize coal gains on disposals, leading to NIgs of -€1.5 billion
exit in Europe by 2025 and globally by 2027
• 2020 proposed dividend of €0.53 per share
• 2021 guidance (3): NRIgs expected in the range of €2.3-
2.5 billion
6.1.1.1.1 Key Financial figures at December 31, 2020

% change % change
In billions of euros Dec. 31, 2020 Dec. 31, 2019 (reported basis) (organic basis) (1)
Revenues 55.8 60.1 -7.2% -5.7%
EBITDA 9.3 10.4 -10.5% -6.5%
Current operating income (COI) 4.6 5.8 -21.3% -16.4%
Net recurring income Group share 1.7 2.7 -36.5% -34.3%
Net income, Group share (1.5) 1.0 -
CAPEX 7.7 10.0 -
Cash Flow From Operations (CFFO) (2)
7.1 7.6 -
Net financial debt 22.5 25.9 -3.5 vs Dec. 31, 2019
(1) Organic variation: gross variation without scope and foreign exchange effect
(2) Cash flow from operations = Free cash flow before maintenance Capex
(1) Net of DBSO (Develop, Build, Share and Operate) and of US tax equity proceeds
(2) New Current Operating Income (COI) definition excludes the non-recurring share in net income of equity method entities
(3) Main assumptions for these targets and indications: average weather in France for 2021, full pass through of supply costs in French
regulated gas tariffs, no major regulatory or macro-economic changes, no change in Group accounting policies, market commodity prices
as of 12/31/2020, average forex for 2021: €/$: 1.23; €/BRL: 6.27, up to €100 million dilution effect at the COI level from disposals not
yet signed corresponding to approximately €2 billion reduction in net debt. Projections based on absence of stringent additional lockdown
considered and gradual return to normal over 2021

Financial informations
6.1.1.1.2 Financial targets • disposals: COI dilution up to €100 million on top of impacts

from already announced / closed disposals, corresponding
The forecasts for the financial year ended December 31,
to a € 2 billion net financial debt reduction;
2021, set forth below are based on data, assumptions and
estimates considered to be reasonable by the Group at the • foreign exchange rates: 2021 average annual €/US Dollar
date of issuance of this document. and €/Brazilian real foreign exchange rates at 1.23 and
6.27 respectively;
These data and assumptions may evolve or be amended due
to uncertainties related to the economic, financial, accounting, • regulated tariffs in France Infrastructures:
competitive, regulatory and tax environment or other factors — distribution, transport and storage: tariffs as published
that the Group may not be aware of at the date of by the CRE in January 2020,
registration of the management report. In addition, the — regasification: tariffs as published by the CRE in
fulfilment of forecasts requires the success of the Group's January 2021;
strategy. The Group therefore makes no commitment or • regulated gas and power tariffs in France: full pass through
warranty regarding the fulfilment of the forecasts set out in of supply costs;
this section. • commodity prices: based on market conditions as of
The forecasts presented below and the underlying December 31, 2020 (80% of European outright power is
assumptions, also been prepared in accordance with the hedged – captured prices: €46/MWh);
provisions of Delegated Regulation (EU) No. 2019/980 • climate: normalized conditions in France (gas distribution
supplementing Regulation (EU) No. 2017/1129 and the ESMA and energy supply + normalized hydro production);
recommendations on forecasts. • recurring effective tax rate: 25%;
The forecast presented below result from the budget and • employee benefit provisions discount rates: based on
medium-term plan process as described in Note 13 to the market conditions as of December 31, 2020, as disclosed in
consolidated financial statements at December 31, 2020; they Note 20 to the consolidated financial statements at
have been prepared on a comparable basis with historical December;
financial information and in accordance with the accounting • no significant accounting changes compared to 2020;
methods applied to the Group's consolidated financial
• no major regulatory and macro-economic changes compared
statements.
to 2020.
6.1.1.1.2.1 Assumptions
6.1.1.1.2.2 2021 Guidance
• strategy: confirmation and deepening of the Group
Overall financial performance in 2021 is expected to improve
ambition to establish ENGIE as a leading force in the
significantly after a Covid-19 impacted 2020, assuming no
energy and climate transition. The Group will focus on
additional stringent lockdowns and a gradual easing of
completing the strategic reviews underway to create value
restrictions over 2021.
and re-allocate capital towards growth, particularly in
Renewables, Networks, and Asset-based Client Solutions; For 2021, ENGIE anticipates a Net Recurring Income group
• sanitary conditions in line with those of Q4 2020, no share in the range of €2.3 to 2.5 billion. This guidance is
stringent additional lockdown considered and gradual based on an indicative EBITDA range of €9.9 to 10.3 billion
return to normal over 2021; and a COI range of €5.2 to 5.6 billion.
Expectation by business line
Expected drivers for 2021 COI

Growth in the US and France should benefit financial performance, partly offset by a lower contribution
Renewables
from rulings in Brazil relating to the recovery of past energy costs and a weaker BRL
Networks are expected to remain stable with the impact of the new, lower RAB remuneration rates
Networks
in France offset by reversal of the warm temperature effect of 2020 and growth in Latin America
Overall Client Solutions should demonstrate strong recovery from Covid-19, albeit with a relatively slower
Client Solutions
recovery for asset light activities, and benefit from y-o-y accretion from SUEZ and EV-Box disposals
Thermal Expect normalization after a particularly strong 2020 performance in Europe
Supply Expect strong recovery from Covid-19 and the reversal of the 2020 warm temperature effect
Much improved performance expected driven by better availability following LTO completions and higher
Nuclear
achieved prices
Included within this guidance is an estimated impact that such as the disposal of EVBox. With respect to investment,
follows the extreme cold weather in Texas earlier this month. ENGIE expects to invest between €5.5 to 6.0 billion growth
ENGIE is assessing the situation, which mainly affects Capex, with over 90% in Renewables, Networks and Asset-
Renewables and Supply activities. Overall ENGIE currently based Client Solutions and €4.0 billion in maintenance
estimates a potential net impact at the Group COI and Net including the funding of Belgian nuclear provisions Capex.
Recurring Income Group share levels of between €80 to ENGIE remains committed to a strong investment grade rating
120 million. and continues to target a leverage ratio of below or equal to
Regarding disposals, ENGIE remains focused on executing at 4.0x economic net debt to EBITDA over the long-term.
pace to simplify the Group; crystallize value and re-allocate ENGIE will update the market on the implementation plan for
capital towards strategic priorities. This guidance assumes its new strategic orientation and provide medium-term
disposals of around €2 billion with a related COI dilution of up guidance on May 18, 2021.
to €0.1 billion, in addition to previously signed transactions

6.1.1.1.3 Dividend proposed at top-end Renewables, Networks, Client Solutions and Thermal & Supply.
of payout ratio Along with the ExCom members responsible for functional
activities and specific projects, the new leadership team is
The Board has reaffirmed the Group’s dividend policy of engaged in executing ENGIE’s new strategic direction and
NRIgs payout ratio in the range of 65 to 75%. enhancing the Group’s performance culture.
For 2020, the Board has proposed a payout ratio of 75%, at
the top end of the policy range. This translates to a dividend
of €0.53 per share, which will be proposed for shareholder 6.1.1.1.6 Continued operational delivery
approval at AGM on the 20th of May. and €4 billion growth investment,
despite challenging backdrop
6.1.1.1.4 Update on Belgian Nuclear Assets Operationally, the Group continuously adapted processes to
ensure delivery of essential services, while maintaining high
Following the announcements of the Belgium government in
health and safety standards. Overall Capex amounted to
Q4 2020, it has been decided to stop all the preparation
€7.7 billion in 2020, including €4.0 billion of growth
works that would allow a 20-year extension of half of two
investments, €2.4 billion of maintenance Capex and €1.3 billion
units beyond 2025, as it seems unlikely that such an
of nuclear funding.
extension can take place given the technical and regulatory
constraints. This change in lifetime assumption as well as See Section 4 “Change in net financial debt” of this management
changes in the commodity price scenario have led to an report for more details.
impairment of €2.9 billion for nuclear assets, which have
been accounted as non-recurring items in the 2020 P&L.
6.1.1.1.7 Delivering on ESG goals, commitment
ENGIE remains committed to Belgium and to contributing to to exit coal in Europe by 2025 and globally
the country's security of supply. Alongside renewables, the
Group is also developing projects of up to 3 GW of gas-fired
by 2027
power plants. These projects could participate in the Belgian Carbon neutrality is at the heart of ENGIE’s purpose and
Capacity Remuneration Market through auctions in the second central to its strategic direction.
half of this year, once approved by the European authorities In 2020, greenhouse gas emissions were reduced by 9% to
68 million tons from power generation benefitting mainly
from the disposal of coal plants in Western Europe. ENGIE has
6.1.1.1.5 Progress at pace on new strategic today announced the commitment to exit all coal assets in
orientation Europe by 2025 and globally by 2027 including coal
Following the announcement in July of a new strategic generation for DHC networks.
orientation to simplify the Group and accelerate growth in As a reminder, coal represents 4 GW of ENGIE’s 101 GW
Renewables and Infrastructure assets, ENGIE has delivered centralized power generation portfolio.
progress at pace despite the challenging backdrop.
ENGIE also increased the share of renewables in its portfolio
to 31% in 2020 from 28% at the end of 2019 with the
Progress on Group simplification and sharper strategic
addition of 5 GW of renewables.
focus with disposal of SUEZ, launch of strategic reviews
On gender diversity, there was a small increase in the
and rationalization
number of women in the management and ENGIE had 24%
The disposal of 29.9% shareholding in SUEZ for €3.4 billion women in management at the end of 2020.
was completed in October, and ENGIE launched strategic
reviews of a significant part of Client Solutions activities, GTT
and ENGIE EPS. 6.1.1.1.8 Operational and financial overview
In addition, ENGIE also progressed on geographic rationalization The Group’s activities across Renewables, Networks, Thermal,
and strengthening its position in key countries. An example of Nuclear and Other activities demonstrated resilience,
this is the acquisition of an additional 7% shareholding in ENGIE however, primarily due to the impacts experienced in H1,
Energia Chile, thereby reducing the level of minority holdings. ENGIE’s results for 2020 were down significantly with an
A strategic review of part of Client Solutions was launched estimated COI impact of c. €1.2 billion from Covid-19. More
towards the potential creation of a new leader in multi- than 75% of this effect related to Client Solutions and Supply.
technical services, which would benefit from scale and strong In addition, warm temperature in France impacted Networks
growth prospects. In February 2021, the employee and Supply with a total negative COI impact of €160 million.
consultation related to the proposed organization design for The impact of foreign exchange was a total negative effect of
the new entity was launched. This consultation is expected to €293 million, mainly driven by the depreciation of the
conclude by the end of the second quarter of 2021. The Brazilian Real (with an average EUR/BRL rate of 5.90 in 2020
Group will consider next steps and review future ownership vs. 4.42 in 2019, representing a 34% depreciation). Net
options for the potential new entity, in the second half of this negative scope effect of €76 million mainly reflects the
year. ENGIE will consider all options to maximize value and disposals of Glow in March 2019 and 29.9% shareholding in
will act in the interests of all stakeholders. SUEZ in October 2020, partly offset by the acquisition,
alongside with Caisse de Dépôt et Placement du Québec, of
A new Executive Committee 90% of TAG in June 2019 and the remaining 10% in
and simplified business organization July 2020, together with various acquisitions in Renewables
In January, the appointment of new Executive Committee (like Renvico in Italy and in France) as well as in Client
(ExCom) was announced reflecting the intention to implement a Solutions (mainly Conti in the US and Powerlines in Europe).
simplified business organization focused on four businesses:

Net recurring income Group share was at the lower end of the exchange. These results also reflect negative tax effects and
guidance range mainly due to higher contributions from the fourth quarter dilution following the disposal of 29.9%
entities with minorities (particularly in Latin America) and shareholding in SUEZ.
higher financial costs notably due to inflation and foreign
6.1.1.1.8.1 COI contribution by reportable segment

COI contribution by reportable segment is presented hereunder and detailed in Section 2 “Business trends” of this management
report.
% change % change
In millions of euros Dec. 31, 2020 Dec. 31, 2019 (reported basis) (organic basis)
France 2,229 2,862 -22.1% -22.2%
France excluding Infrastructures 620 905 -31.5% -32.0%
France Infrastructures 1,609 1,957 -17.8% -17.8%
Rest of Europe 648 707 -8.3% -9.9%
Latin America 1,542 1,696 -9.0% +2.9%
USA & Canada 124 155 -20.3% -6.3%
Middle East, Asia & Africa 518 619 -16.4% +0.2%
Others (483) (221)
TOTAL 4,578 5,819 -21.3% -16.4%
6.1.1.1.8.2 COI contribution by Business line

COI contribution by Business line is as follows:
% change % change
Client Solutions 459 1,082 -57.5% -57.6%
Networks 2,063 2,344 -12.0% -14.0%
Renewables 1,070 1,195 -10.4% +10.8%
Thermal 1,209 1,320 -8.4% +1.4%
Nuclear (111) (314) +64.7% +64.7%
Supply 112 345 -67.7% -65.5%
Others (224) (154) -45.8% -37.5%
TOTAL 4,578 5,819 -21.3% -16.4%
Estimated Covid-19 impacts by Business Lines are as follows:
In billions of euros Estimates at COI level Nature

Client Solutions (0.60) Loss of revenues / contracts, bad debts, specific purchases
Networks (0.07) Lower volumes, lower capitalized costs, specific purchases
Renewables (0.05) Lower volumes dispatched
Thermal (0.04) Lower demand
Nuclear (0.06) Adjusted maintenance operations
Supply (0.29) Lower demand, unwinding of hedges, bad debts, lower B2C services
Others (0.07) Credit losses
TOTAL (1.18) Net of savings / action plans
These estimates have been prepared in accordance with a and are presented net of savings and mitigating management
standard guidance applied across businesses under a action plans. By definition these estimates exclude foreign
dedicated oversight process (losses of revenues being exchange and commodity price effects incurred in the Group’s
inherently subject to more judgement than the identification various businesses, whether positive or negative.
of specific costs incurred), considering operating items only

Renewables
Renewables delivered +11% organic growth.
% change % change
EBITDA 1,559 1,724 -9.6% +8.7%
COI 1,070 1,195 -10.4% +10.8%
CAPEX 1,633 2,475 -34.0% -
DBSO margins (COI contribution) (1)
101.0 189.0 -46.6% -
Operational KPIs
Commissioning (GW at 100%) 3.0 3.0 - -
(1) Develop, Build, Share & Operate
Renewable COI amounted to €1,070 million, up 11% on an 3 GW of Renewables are currently under construction for
organic basis. This organic growth was driven by: the positive commissioning in 2021 and ENGIE is on track to achieve its
effect from the “GFOM” ruling in Brazil (corresponding to the 2019 target of adding 9 GW of new capacity in three years
recovery of past energy costs, following the agreement on by the end of 2021.
renegotiation of hydrological risk, which was finalised at the ENGIE and EDP Renováveis finalized the creation of Ocean
end of 2020) for approximately €165 million; improved Winds, a joint venture in the floating and fixed offshore wind
prices for hydro power production in France; higher wind energy sector equally. Ocean Winds will act as the exclusive
production mainly due to commissioning of new projects and investment vehicle of each partner to capture offshore wind
the first effects of the tax equity financing signed in the US in opportunities around the world and aims to become a top
Spring 2020. This organic growth was partly offset by lower five offshore global operator by combining the development
DBSO margins and unfavorable energy allocation for hydro in potential of both partners. Since its creation, the company
Brazil. already commissioned the first 0.2 GW tranche of a fixed
Despite a challenging backdrop, ENGIE repeated the strong offshore wind farm in Belgium and WindFloat Atlantic, a
operational growth performance achieved in 2019 with the 25 MW floating wind farm in Portugal. The latter is the
commissioning of 3 GW of renewable capacity in 2020. In world’s first semi-submersible floating wind farm and
addition, the Group also acquired 2 GW of operating assets in constitutes an important achievement for the sector as
Europe: 1.7 GW hydro in Portugal, together with Crédit floating wind technology contributes to the diversification of
Agricole Assurances and Mirova, and 0.3 GW wind in Italy and energy sources and provides access to untapped marine
France. areas.
In the last two years, ENGIE’s renewable capacity at 100% ENGIE announced the signing of an agreement to sell 49% of
grew by 32%, mainly thanks to 6.0 GW of capacity its equity interest in a 2.3 GW US renewables portfolio to
commissioned and 2.1 GW acquired, reaching 31.1 GW at the Hannon Armstrong, a leading investor in climate change
end of 2020. Through renewable energy development, ENGIE solutions. ENGIE will retain a controlling share in the portfolio
provides its public and private customers with renewable and continue to manage the assets. When commissioned, this
energy supply under optimized contractual and financial 2.3 GW portfolio, will comprise 1.8 GW onshore wind and
arrangements, benefitting from the Group’s long-term 0.5 GW solar photovoltaic projects. ENGIE has secured nearly
expertise in energy trading. The Group has further USD 2 billion of tax equity commitments for this portfolio.
strengthened its positioning in the rapidly growing market of Tax equity financing is the traditional structure used in the US
long-term corporate renewable power purchase agreements to support the development of renewable projects. This tax
(“Green Corporate PPAs”) with more than 1.5 GW of contracts equity financing – the largest ever in the US – demonstrates
signed in 2020. ENGIE’s successful development in this market.
With a relatively young portfolio of wind and solar assets ENGIE is also developing projects to drive the long-term
(average age of 5 years) benefitting from long-term contracts energy transition: in early January 2021, ENGIE and Total
(average residual duration of 15 years) that provide visibility signed a partnership to develop France’s largest site for the
of earnings, Renewables represent a key long-term growth production of green hydrogen from 100% renewable
engine for the Group. electricity. This partnership is one of many green hydrogen
projects ENGIE is currently developing.

Networks
Networks mainly impacted by warmer temperature and higher D&A in France; international COI up significantly.
% change % change
EBITDA 3,850 4,026 +4.4% -5.3%
COI 2,063 2,344 +12.0% -14.0%
CAPEX 2,502 344 +27.4% -
Operational KPIs
Temperature effect (COI in millions of euros) (135) (36) -99 -
Smart meters (m) 6.9 4.9 - -
Covid-19 impacts (COI in billion of euros) 0.07 - - -
Networks COI at €2,063 million was down 14% on an organic French gas distribution. Also in France, in line with the pick-
basis. up in activity levels, gas smart meter installation resumed
In France, performance was impacted by unusually mild with the installation of 2.0 million units in 2020 resulting in a
temperature in H1 and by the negative effect of Covid-19 on total of 6.9 million meters installed at the end of 2020.
distributed volumes, partly offset by lower levels of The development of renewable gases is a major area of focus
expenditure during lockdown. Higher D&A due to accelerated for ENGIE. The Group sees a critical role of gas in enabling an
amortization of some gas distribution assets in France, which affordable and smooth energy transition through the
is value neutral over time as it is integrated in the regulated continued use of natural gas, and progressive increase in the
revenue, the non-reiteration of a positive internal Q4 2019 use of renewable gases such as biomethane and hydrogen.
one-off as well as the first effects of the lower Regulated For example, last year 91 additional biomethane production
Asset Base (RAB) remuneration rate also contributed to the units were connected to French gas grids, and over 85% of
lower COI for French Networks. Of these impacts, negative these were connected to GRDF. Altogether these units can
volume effects will be recovered in the medium-term under contribute to a yearly production of up to 3.9 TWh, equating
the clawback accounts mechanism. to the annual gas consumption for heating approximately
In Latin America, performance benefitted from higher 1 million new-build homes in France. ENGIE has also started
contributions from TAG and from the two power transmission to adapt the existing gas transport networks by
lines currently under construction in Brazil. In Europe commissioning three “reverse-flow“ installations in 2020, that
(excluding France) and Asia, Networks faced some headwinds allow biomethane to travel from the distribution grid to gas
related to price and temperature effects. storage units.
Overall, the Covid-19 impact was limited and mainly focused In Latin America, following the acquisition of 90% of TAG in
on distribution activities, especially on French Networks. June 2019, ENGIE successfully acquired the remaining 10% in
July 2020 with its partner Caisse de Dépôt et Placement du
With a RAB of just over €28 billion, ENGIE is one of the
Québec. In addition, ENGIE is also constructing two major
largest gas network operators in Europe, and has a growing
electricity transmission lines in Brazil: 1,000 kilometers
networks business in Latin America.
Gralha Azul project and the 1,800 kilometres Novo Estado
ENGIE maintained strong operational performance in 2020 project. Both projects include the construction of new
with high levels of network safety and reliability in France substations and upgrades to existing substations and are
and achieved high customer satisfaction rates of 91% for expected to be commissioned in the second half of 2021.

Client Solutions
Client Solutions showed a strong recovery in H2 after a Covid-19 impacted H1.
% change % change
Revenues 20,101 20,957 -4.1% -6.4%
COI 459 1,082 -57.6% -57.6%
CAPEX 992 1,624 -38.8% -
Operational KPIs
Projects backlog (in billion of euros) 12 11 +5.4% -
DHC – Net installed capacity (GW) 15.2 13.9 +9.4% -
Covid-19 impacts (COI in billion of euros) 0.60 ‐ - -
Client Solutions had a relatively lower impact at the revenue Driven by decarbonization targets and growth in energy
level compared to COI, which was down significantly, mainly efficiency solutions, ENGIE sees a strong growth potential for
as a result of the Covid-19 crisis with a total estimated heating and cooling networks, on-site generation and green
impact of c. €600 million for 2020. mobility among other Asset-based Client Solutions. The Group
A strong impact of Covid-19 was experienced in the Asset- already has leadership positions in all of these activities. In
light business model primarily in Europe and the US, mostly DHC networks, ENGIE is an international leader with 100
driven by loss of revenues and specific additional purchases. cooling networks with total installed capacity of 6.1 GW, and
Cost-cutting and variabilising measures resulted in total Opex 300 heating networks of various size that distribute 19 TWh
reduction of c. €0.3 billion. per year.
Covid-19 impacted SUEZ results, and the results also reflect ENGIE is also growing fast in green mobility with more than
the sale of 29.9% shareholding in SUEZ at the beginning of 50,000 EV charging points operated.
October 2020. ENGIE announced in December 2020, that EVBox Group, a
Despite unfavourable temperature, District Heating and start-up acquired in 2017 and now a leading global provider
Cooling (DHC) and on-site generation activities remained of smart charging solutions for electric vehicles, would be
resilient. listed on the NYSE in the coming weeks following close of a
SPAC (Special Purpose Acquisition Company) transaction. This
Notably, performance in H2 2020 showed a recovery with
transaction would combine cash and equity. ENGIE would
results similar to H2 2019 excluding the scope-out effect of
retain more than 40% ownership of EVBox.
SUEZ in Q4 2020. The impact of the Covid-19 restrictions was
much lower in the second half, as restrictions were eased in ENGIE expects that the transaction will result in a net debt
France and activity levels were higher. In addition, activities decrease of ca €0.2 billion and EVBox no longer being conso-
also continued to benefit from cost actions launched in Q2. lidated in its accounts, with ENGIE’s remaining shareholding
accounted by the equity method.
Operationally, project backlog in Asset-light activities is
higher than end of 2019 with postponed work remaining in
the order book and benefitting also from the contribution of
acquisitions. This positive KPI evolution provides visibility for
2021 however subject to Covid-19 restrictions.

Thermal
Thermal delivered 1% organic growth despite material positive one-offs in 2019.
% change % change
EBITDA 1,646 1,763 -6.6% +2.3%
COI 1,209 1,320 -8.4% +1.4%
Thermal COI amounted to €1,209 million, up 1% organically Overall, the Thermal business showed strong resilience, as a
despite the non-repeat of favourable operational one-offs in result of its highly contracted portfolio outside Europe and
2019, mainly liquidated damages received in Brazil and Chile. the optionality value of its merchant fleet in Europe.
Thermal COI saw limited Covid-19 impact of c. -€40 million, In August and November 2020, the de-mothballing of two
mainly through lower demand in Chile and Peru. These CCGT units in the Netherlands for 0.7 GW showed the Thermal
negative impacts were more than offset by a better fleet’s flexibility to take advantage of market opportunities.
performance of the European merchant gas fleet driven by
In June 2020, the sale of a minority stake in New York’s
the higher contribution of ancillaries, mainly in Italy, as well
Astoria Energy merchant gas facilities was finalized.
as to higher spreads captured throughout Europe. Thermal
COI also benefitted from the higher performance of the In March 2020, the commissioning of Fadhili’s 1.5 GW
contracted generation activities in the Middle East, from the contracted gas power plant, a cogeneration plant in Saudi
full-year impact of the commissioning of Pampa Sul in Brazil Arabia in which ENGIE has a 40% equity ownership,
in June 2019 and from higher volumes dispatched at higher reaffirmed ENGIE’s leading position as an independent power
margins in Brazil. producer in the Middle East.
Supply
Supply performance impacted by Covid-19 and warm temperature.
% change % change
EBITDA 439 638 -31.2% -
COI 112 345 -67.7% -65.5%
French temperature effect (COI in million of euros) (84) (24) (61.0) -
Covid-19 impacts (COI in billion of euros) 0.29 ‐ - -
Supply COI significantly decreased by -€233 million to lower during the lockdowns and, as a result of the economic
€112 million. Financial performance was highly affected by context, level of bad debts increased. Warm temperature in
Covid-19 (net c. €290 million) in Europe and in the US due to France and Benelux also contributed to the strong decrease.
lower gas and electricity consumption during the lockdown These effects were only partially offset by various one-offs,
periods (primarily B2B). The sharp and unexpected reduction dedicated Covid-19 related mitigation actions, better results
in demand led to a negative volume effect, as related margins in Romania and higher B2C gas margins in France.
had not been booked, together with a negative price effect
Operationally, B2C power supply contract base grew by
as power and gas hedged positions had to be unwound in a
186,000 in 2020, which contributed to the stability of the
lower price environment. B2C services provided were also
global B2C contract base at the level of 24.4 million contracts.

Nuclear
Nuclear – improved COI contribution mainly driven by better prices.
% change % change
EBITDA 415 192 +111.6% +111.6%
COI (111) (314) +64.7% +64.7%
CAPEX 1,740.0 636.0 - -
Operational KPIs
Output (Belgium + France, @ share, TWh) 36.5 41.7 -5,2 TWh -
Availability (Belgium at 100%) +62,6% +79,4% -1680 bps -
Nuclear COI reached -€111 million, up 65% organically 6.1.1.1.9 Strong Financial Position and Liquidity
benefitting mainly from a positive price effect and from
ENGIE has maintained a strong liquidity position with
lower operational expenditures. These positive effects were
€23.0 billion of liquidity (net cash + undrawn credit facilities
partly offset by lower volumes due to the last planned
– outstanding commercial paper) including €13.3 billion of
lifetime extension outages of Doel 1, Doel 2 and Tihange 1,
cash, as of end of December 2020.
and by higher depreciation. Nuclear COI saw Covid-19 impact
of c. -€60 million. ENGIE has strengthened its leadership position in the green
bond market having issued having issued €2.4 billion green
Others bonds in 2020, for a total of €12 billion green bonds issued
Others COI of -€224 million was -€70 million lower than in since 2014. With dynamic management of hybrids, ENGIE has
2019. Year-on-year comparison was negatively impacted by an average outstanding amount of €3.9 billion and a current
the positive effect of the partial sale of a gas supply contract total coupon of €100 million per year, which is down c. -28%
in 2019 and by the Covid-19 impact due to credit losses for since 2017.
GEM (Global Energy Management). These headwinds were Net financial debt is presented in Section 4 “Change in net
partially offset by GEM’s good performance in a context of financial debt” of this management report for more details.
high market volatility mainly in H1 and by the higher
contribution of GTT thanks to a strong past order intake. Rating
ENGIE maintained a strong investment grade rating:
• On November 9, Moody’s lowered its long-term rating to
Baa1 with a stable outlook.
• On September 24, Fitch affirmed its long-term rating of A
and changed the outlook from stable to negative.
• On April 24, S&P lowered its long-term rating to BBB+ and
its short-term rating to A-2.
6.1.1.2 Business trends

% change % change
Revenues 55,751 60,058 -7.2% -5.7%
EBITDA 9,276 10,366 -10.5% -6.5%
Net depreciation and amortization/Other (4,698) (4,547)
CURRENT OPERATING INCOME (COI) 4,578 5,819 -21.3% -16.4%

Revenue trends
Revenues amounted to €55.8 billion, down 7.2% on a gross The organic revenue decrease was primarily driven by the
basis and 5.7% on an organic basis. Covid-19 crisis impacting mainly Supply and Client Solutions
The reported revenue decrease includes a negative foreign activities across all geographies. Mild temperature also
exchange effect, mainly due to the depreciation of the weighed on revenues from Supply across Europe and in
Brazilian real against the euro and to a lesser extent to the Australia, from French gas distribution and to a lesser extent
depreciation of the US dollar, Mexican peso and Argentinian from Client Solutions’ Asset-based activities.
peso against the euro only partly offset by an aggregate These impacts were only partly offset by higher revenues in
positive scope effect. Changes in the scope of consolidation Brazil thanks to construction revenues for the Gralha Azul
included various acquisitions in Client Solutions, primarily in and Novo Estado power transmission lines and the first full
Europe with Powerlines and in the US with Conti, partly year of operation of the Pampa Sul thermal plant. In France,
offset by the disposals of the stake in Glow in Thailand in volume and price effects on power sales also partly offset the
March 2019, the B2C Supply activities in the UK at the decrease in revenues.
beginning of 2020 and the coal assets in Germany and the
Netherlands.
In millions of euros
+95
-1,052
-132 France infrastructures
-1,297 France excluding infrastructures
-1,398 +199
-265
-221
-236
60,058
59,101
10 366
55,751
Dec. 31, 2019
Change in scope
of consolidation
Change in foreign
exchange rates
France
Rest of Europe
Latin America
USA & Canada
Middle-East,
Asia & Africa
Others
Dec. 31, 2020

EBITDA trends
EBITDA came in at €9.3 billion, down 10.5% on a gross basis (ii) LTO works of Belgian first generation reactors and (iii) the
and 6.5% on an organic basis. amortization certain gas distribution assets in France, none of
These gross and organic changes are overall in line with the which are taken into account at EBITDA level.
decrease in current operating income, except for the increase In addition, the Lean 2021 plan continued to deliver results at
in depreciation/amortization attributable to (i) the increase in EBITDA and COI levels, and is currently slightly exceeding
nuclear dismantling assets resulting from the triennial review objectives.
of Belgian nuclear provisions that took place in late 2019,
France infrastructures
-90
-366
-249
-274 +53 +6
-8 -19
10,366 -143
9,910
France excluding infrastructures

9,276
Dec. 31, 2019
Change in scope
of consolidation
Change in foreign
exchange rates
France
Rest of Europe
Latin America
USA & Canada
Middle-East,
Asia & Africa
Others
Dec. 31, 2020
Geography/Business Line matrix
Client Dec. 31,

In millions of euros Solutions Networks Renewables Thermal Nuclear Supply Others 2020
France 750 3,291 389 - - 250 - 4,680
Rest of Europe 361 114 140 531 415 190 - 1,750
Latin America 17 445 897 600 - 54 - 2,014
USA & Canada 59 2 97 46 - 39 1 245
Middle East, Asia & Africa 59 4 75 472 - (10) - 600
Others (38) (6) (41) (3) - (84) 159 (14)
TOTAL EBITDA 1,208 3,850 1,559 1,646 415 439 159 9,276
Client Dec. 31,

France 959 3,537 422 - - 294 - 5,212
Rest of Europe 578 137 151 443 192 255 - 1,757
Latin America 35 341 1,035 748 - 62 - 2,221
USA & Canada 42 1 70 32 - 63 61 269
Middle East, Asia & Africa 44 16 94 564 - 6 - 725
Others 178 (8) (48) (23) - (42) 125 182
TOTAL EBITDA 1,836 4,026 1,724 1,763 192 638 186 10,366

Current operating income (COI) trends
-76
-293 +275
-348 France infrastructures

+621
-156
-278 France excluding
-157 infrastructures
+42 +1
-69 -8 -210
5,819
5 726
5,449
5 154
4,578
5 126 5 024
Dec. 31, 2019
of consolidation
exchange rates
France
Rest of Europe
Latin America
USA & Canada
Middle-East,
Asia & Africa
Others
Dec. 31, 2020

Change in scope
Change in foreign
Geography/Business Line matrix
Client Dec. 31,

France 363 1,610 150 - - 106 - 2,229
Rest of Europe 131 71 87 370 (111) 100 - 648
Latin America (3) 384 750 359 - 53 - 1,542
USA & Canada 24 2 62 43 - (8) 1 124
Others (97) (6) (43) (3) - (109) (225) (483)
TOTAL COI 459 2,063 1,070 1,209 (111) 112 (224) 4,578
Client Dec. 31,

France 575 1,957 182 - - 149 - 2,862
Rest of Europe 347 96 96 293 (314) 189 - 707
Latin America (1) 284 851 501 - 61 - 1,696
USA & Canada 8 1 47 26 - 25 49 155
Others 129 (8) (50) (23) - (65) (203) (221)
TOTAL COI 1,082 2,344 1,195 1,320 (314) 345 (154) 5,819

6.1.1.2.1 France
% change % change
Revenues 20,295 21,423 -5.3% -6.7%
Total revenues (incl. intra-group transactions) 21,580 22,736 -5.1%
EBITDA 4,680 5,212 -10.2% -10.1%
6.1.1.2.1.1 France excluding Infrastructures
% change % change
Revenues 14,856 15,854 -6.3% -8.2%
EBITDA 1,391 1,673 -16.9% -16.9%
Net depreciation and amortization/Other (771) (768)
CURRENT OPERATING INCOME (COI) 620 905 -31.5% -32.0%
Volumes sold
% change
In TWh Dec. 31, 2020 Dec. 31, 2019 (reported basis)
Gas sales 74.4 83.2 -10.6%
Electricity sales 39.6 38.8 +2.1%
France climatic adjustment
Total change
In TWh Dec. 31, 2020 Dec. 31, 2019 (in TWh)
Climate adjustment volumes (negative figure = warm climate, (6.7) (1.9) (4.8)
positive figure = cold climate)
Revenues for the France excluding Infrastructures segment Gas sale volumes in the BtoC segment decreased by 8.8 TWh
amounted to €14,856 million, down 6.3% on a reported basis compared to 2019, of which 4.8 TWh related to a negative
and 8.2% on an organic basis. The organic drop was driven by temperature effect and the remaining decrease due to the
Client Solutions, which was affected by the Covid-19 crisis, end of the commercialization of regulated tariff contracts. The
climate and prices, and by Supply, with negative volume and BtoC power portfolio recorded a sales increase of +0.9 TWh
price effects on gas sales, which were impacted by warm in line with growth in the client portfolio. Power volumes sold
temperatures in the first half of the year. This decrease was by France Renewables also increased by +0,1 TWh.
only partially offset by positive volume and price effects on Current operating income came in at €620 million, down
power sales. However, 2019 year-end acquisitions in Client 31.5% on a reported basis and 32.0% on an organic basis. The
Solutions (in particular Powerlines and Pierre Guerin), and the organic decrease was driven by the Covid-19 crisis, lower sell
good performance of Renewables partly offset the organic down margins in Renewables, and a warm temperature effect
decrease. in the Supply and Client Solutions businesses. These
decreases were partly offset by higher wind and higher hydro
prices.
6.1.1.2.1.2 France Infrastructures
% change % change
Revenues 5,439 5,569 -2.3% -2.4%
Total revenues (incl. intra-group transactions) 6,359 6,548 -2.9%
EBITDA 3,290 3,539 -7.0% -7.0%
Revenues for the France Infrastructures segment amounted works revenues, as well as by lower revenues in storage
to €5,439 million, down 2.3% on a reported basis. The activities impacted by the new ATS2 tariff since April 1 in
decrease was driven by distribution activities, which were France. These adverse impacts were partly offset by tariff
mainly impacted by record high winter temperatures, the changes in transmission and distribution activities in 2019
adverse impact of the Covid-19 crisis on volumes and civil and 2020, and by higher volumes in regasification.

Current operating income for the period came in at in distribution and 2019 year-end positive one-offs. These
€1,609 million, down 17.8% on a reported basis. Besides the adverse impacts were partly offset by lower energy
decrease in revenues mentioned above, the change in expenses.
Infrastructures COI was impacted by accelerated amortization
6.1.1.2.2 Rest of Europe

% change % change
Revenues 15,655 17,267 -9.3% -8.2%
EBITDA 1,750 1,757 -0.4% -0.5%
Revenues for the Rest of Europe segment amounted to Client Solutions reported a significant decrease in the
€15,655 million, down 9.3% on a reported basis. This contribution from asset-light activities notably in the UK,
decrease was mainly driven by Supply, Client Solutions and Benelux and Italy, mainly as a result of the Covid-19 crisis.
Thermal. Taking into account the negative impact arising from Supply activities were negatively impacted by the warm
the disposal of the BtoC supply business in the United climate and the impact of the Covid-19 crisis which entailed a
Kingdom at the beginning of the year and of coal assets in drop in consumption by BtoB and BtoC professionals clients,
Germany and in the Netherlands, revenues were down partly offset by a better performance by Supply in Romania.
organically by 8.2%. The Networks’ contribution decreased in Romania with the
Supply activities decreased organically, impacted by the negative climate effect, the impact of the Covid-19 crisis on
negative volume effects due to unfavorable climatic volumes and a reduction in the distribution tariff. On the
conditions and lower consumption related to the Covid-19 other hand, Nuclear activities benefited from a higher energy
crisis. Client Solutions’ asset-light activities were significantly margin ‒ mainly thanks to a positive price effect and a higher
affected by the business contraction resulting from the Covid- contribution from French Nuke, partly offset by lower
19 crisis, in particular during the first half of the year, with volumes due to planned lifetime extension outages of Doel 1
the main impacts being felt in Belgium and the United and Doel 2 ‒, and from lower operating expenses, these
Kingdom. impacts being partly offset by higher depreciation and
amortization. Thermal activities were also up compared to
Current operating income amounted to €648 million. The
2019, despite the disposal of coal activities in 2019, thanks
reported decrease of €59 million was mainly driven by Client
to a good performance in Italy and to higher spreads and
Solutions and Supply, partly offset by Nuclear and Thermal
ancillaries. Renewable activities also recorded good
activities.
performances mainly driven by the contribution from the
Renvico wind portfolio in Italy acquired at the beginning of
the year.
6.1.1.2.3 Latin America

% change % change
Revenues 4,774 5,341 -10.6% +4.4%
EBITDA 2,014 2,221 -9.3% +2.8%
CURRENT OPERATING INCOME (COI) 1,542 1,696 -9.0% +2.9%
Revenues for the Latin America segment totaled Power Transmission Lines (Networks) and thanks to Pampa
€4,774 million, down 10.6% on a reported basis and up +4.4% Sul’s first full year of operation (Thermal). In Latin America,
organically. The reported decrease includes the negative revenues increased organically, mainly due to lower activity
foreign exchange effects in Brazil with an average EUR/BRL following the impact of the Covid-19 crisis in Thermal and in
depreciated by 34%, and negative foreign exchange effects in Asset Light services in all countries. Revenues were also
the rest of Latin America (depreciation of the USD, ARS and negatively impacted by lower commodities prices in Thermal
MXN). In Brazil, revenues grew organically thanks to the in Chile, lower PPA prices in Peru and lower prices in BtoB
construction ramp up of the Gralha Azul and Novo Estado gas supply (with no impact on COI) in Mexico.

Current operating income totaled €1,542 million, down 9.0% benefited from a better performance by TAG and from the
on a reported basis and up 2.9% on an organic basis. The construction margin on Power Transmission Lines. Thermal
reported decrease includes the strong negative foreign was relatively stable in Brazil, 2019 one-offs (Pampa Sul
exchange impact in Brazil and to a lesser extent in Latin Liquidated Damages) being offset by higher coal generation
America, partially offset by the positive scope impact of the and Pampa Sul (first full year of operation). Besides Brazil,
acquisition of our gas transportation network in Brazil (TAG) the organic decrease was mainly due to Chile, with a positive
in June 2019. Organically, Brazil reported a significant one-off in 2019 (IEM plant delay Liquidated Damages)
increase (+28.9%), mainly thanks to Renewables with the offsetting higher 2020 volumes, to lower power demand and
contribution of the “GFOM” compensation gain (compensation PPA prices in Peru, and to lower gas volumes distributed in
for hydro generation relocation costs), and Networks, which Argentina and Mexico.
6.1.1.2.4 USA & Canada

% change % change
Revenues 4,229 4,457 -5.1% -6.2%
EBITDA 245 269 -8.8% +2.8%
Revenues for the USA & Canada segment reached Current operating income amounted to €124 million, down
€4,229 million, down 5.1% on a reported basis and 6.2% 20.3% on a reported basis and 6.3% on an organic basis. The
organically. The reported decrease was mainly driven by the reported decrease was mainly due to the impact of the Covid-
expiration of a legacy LNG contract in 2019, the Covid-19 19 crisis, in particular in Supply activities and the end of the
crisis impacting Client Solutions and Supply activities, and LNG contract mentioned above. These effects were partly
negative foreign exchange effects. This drop was partly offset offset by the contributions of several Renewables projects
by higher revenues from US universities and Renewable commissioned since last year, net of the 2019 DBSO disposal
projects which are accelerating and by the positive scope-in and an improvement in Thermal activities.
effects in 2020 relating to recent acquisitions in Client
Solutions, in particular Conti.
6.1.1.2.5 Middle East, Asia & Africa

% change % change
Revenues 2,382 2,937 -18.9% -8.6%
EBITDA 600 725 -17.2% -3.0%
CURRENT OPERATING INCOME (COI) 518 619 -16.4% +0.2%
Revenues for the Middle East, Africa & Asia segment totaled Current operating income totaled €518 million, down 16.4%
€2,382 million, down 18.9% on a reported basis and 8.6% on a reported basis and up 0.2% organically. The reported
organically. This reported decrease was mainly due to the decrease included the negative impact of the disposal of
disposal of Glow (Thailand) in March 2019, negative foreign Glow. COI remained stable organically thanks to Client
exchange effects, and an organic decrease. Organically, Solutions (especially Tabreed, district heating and cooling
Thermal decreased mainly due to the mothballing of the supplier in the Middle East). This positive effect was offset by
Baymina power plant in Turkey and price effects in Asia- Supply activities in Africa and Australia (facing the Covid-19
Pacific. Client Solutions and Supply were both impacted by crisis) and lower results in Networks in Thailand in relation to
the Covid-19 crisis in Australia in addition to mild weather the oil price decrease. The stable overall performance of
negatively affecting Supply. Thermal activities, with a downturn in Asia Pacific, mainly at
Electricity sales decreased from 16.6 TWh to 14.7 TWh with Pelican Point (lower prices and provisions), was fully offset
the reduced volumes mostly due to the mothballing of by the good performance of our Gulf thermal portfolio in the
Baymina power plant. Middle East.
6.1.1.2.6 Others
% change % change
Revenues 8,417 8,633 -2.5% -2.7%
EBITDA (14) 182 -107.5% -107.2%
Net depreciation and amortization / Other (469) (404)
CURRENT OPERATING INCOME / (LOSS) (COI) (483) (221) -118.4% -78.2%

The Others reportable segment includes (i) GEM, (ii) the portfolio. These impacts were partly offset by higher
Entreprises & Collectivités (E&C) (iii) Tractebel, (iv) GTT, (v) revenues from GTT resulting from historic growth in the order
new businesses, as well as (vi) the Group’s holding and book intake.
corporate activities, which include the entities centralizing Current operating loss amounted to €483 million,
the Group’s financing requirements and the contribution of representing a €262 million decrease compared to 2019. This
SUEZ (until early October 2020) and Touat B.V. (associates). decrease was mainly due the Covid-19 crisis impacting SUEZ
Revenues for the Others reportable segment amounted to and E&C, which was also impacted by a mild climate. GEM
€8,417 million. The 2.5% reported decrease compared to last was impacted by the Covid-19 crisis, the impact being partly
year was mainly driven by GEM with the reduction in gas offset by the strong performance of market activities in the
prices in market operations as well as the positive one-off in context of sharp volatility during the year (mainly in the first
2019 following the partial sale of a gas supply contract to half). COI was also down for New Businesses and Tractebel.
Shell. Lower sales in E&C due to the Covid-19 crisis and to a These negative impacts were partly offset by a stronger
mild climate were offset to a large extent by the growth of contribution from GTT.
6.1.1.3 Other income statement items

The reconciliation between Current operating income (COI) and Net income/(loss) is presented below:
% change
In millions of euros Dec. 31, 2020 Dec. 31, 2019 (reported basis)
Current operating income (COI) 4,578 5,819 -21.3%
(+) Mark-to-Market on commodity contracts other than trading
instruments 199 (426)
(+) Non-recurring share in net income of equity method entities (137) (93)
Current operating income including operating MtM and share
in net income of equity method entities 4,640 5,300 -12.4%
Impairment losses (3,551) (1,770)
Restructuring costs (343) (218)
Changes in scope of consolidation 1,640 1,604
Other non-recurring items (886) (1,240)
INCOME/(LOSS) FROM OPERATING ACTIVITIES 1,501 3,676 -59.2%
Net financial income/(loss) (1,678) (1,387)
Income tax benefit/(expense) (715) (640)
NET INCOME/(LOSS) (893) 1,649 -154.1%
Net recurring income/(loss) Group share 1,703 2,683
Net income/(loss) Group share (1,536) 984
Non-controlling interests 644 664
The reconciliation between Net recurring income/(loss) Group share and Net income/(loss) Group share is presented below:
In millions of euros Dec. 31, 2020 Dec. 31, 2019

Net recurring income/(loss) Group share 1,703 2,683
Impairment & Others (4,736) (2,659)
Restructuring costs (343) (218)
Changes in scope of consolidation 1,640 1,604
Mark-to-Market on commodity contracts other than trading instruments 199 (426)
Income from operating activities amounted to €1,501 million, • restructuring costs of €343 million (compared with
representing a decrease compared with 2019, mainly due to €218 million in 2019) (see Note 9.2);
(i) greater impairment losses, (ii) a deterioration in operating • positive scope effects of €1,640 million, mainly relating to
income, (iii) partially offset by lower other non-recurring the disposal of 29.9% of ENGIE’s interest in SUEZ
items. (see Note 9.3);
Income from operating activities was affected by: • other non-recurring items for a negative €886 million,
• net impairment losses of €3,551 million (compared with mainly relating to the initial one-off accounting impact of
€1,770 million in 2019), mainly relating to Belgian nuclear extending the trading management method launched by
power assets (€2,860 million) due to the operating life of the GEM BU in 2017 to the rest of the Group’s gas positions
certain power plants not being extended beyond 2025 and in Europe for a negative €726 million, as well as to the
updated price scenarios (see Note 9.1); impacts of the review of the industrial site dismantling and
rehabilitation provisions (see Note 9.4).

The net financial loss amounted to €1,678 million in 2020, Net recurring income Group share amounted to €1.7 billion
compared with €1,387 million the previous year compared to €2.7 billion at December 31, 2019. This
(see Note 10) despite a stable average cost of gross debt, due decrease was mainly due to the decline in current operating
to a lower return on cash and unfavorable exchange rate income and the increase of recurring financial charges as well
effects. as to the increase in the recurring effective tax rate from
The income tax expense for 2020 amounted to €715 million 28.2% to 32.5%.
(versus €640 million in 2019). Adjusted for non-recurring Net income Group share amounted to a negative €1.5 billion,
items, the effective recurring tax rate was 32.5% in 2020, up down €2.5 billion as a result of the decrease in net recurring
on the 2019 rate of 28.2% mainly due to the revision of income Group share, higher net impairment losses (of
certain deferred tax positions following the updates to €3.6 billion in total) mainly relating to change in lifetime
taxable income forecasts and regulatory developments in assumption for Belgian nuclear reactors and changes in the
certain geographies. The overall effective tax rate decreased commodity price scenario for nuclear assets (€2.9 billion), and
sharply in 2020 (a negative 98.1% versus a positive 35.8% in the extension of fair value accounting to an European gas
2019), also impacted by the non-deductibility of most of the contract and its related assets (€0.5 billion).
impairment losses recorded over the period and changes in Net income relating non-controlling interests amounted to
tax risk provisions. €644 million, (compared to €664 million in 2019) despite the
sharp decrease in net income Group share, due to the
relatively good performance of companies with non-
controlling interests, particularly in South America.
6.1.1.4 Changes in net financial debt

Net financial debt stood at €22.5 billion, down €3.5 billion items (€0.5 billion, mainly related to foreign exchange rates,
compared with December 31, 2019. This decrease is mainly partially offset by new leased right-of-use assets). These
attributable to (i) cash flow from operations (€7.1 billion), (ii) items were partially offset by (i) capital expenditure over the
the impacts of disposals during the period (€4.2 billion, period (€7.7 billion (1)), and (ii) dividends paid to non-
primarily corresponding to the sale of part of the Group’s controlling interests and movements in treasury stock
interest in SUEZ SA for €3.4 billion, and of interests in Astoria (€0.6 billion). In 2020, ENGIE's dividend payment for the
1 and 2 in the United States for €0.4 billion) and (iii) other 2019 financial year (i.e. €1.9 billion) was cancelled.
(1) Net of DBSO proceeds

Changes in net financial debt break down as follows:
796
2,394
4,148
1,339
29
622 539
7,054
2,509 of which growth CAPEX: 3,954

25,919
1,445
22,458
Dec. 31, 2019
Cash flow from

operations (CFFO)
(CAPEX) (1)
(2)
Dividends and mowments

in treasury stock
Change in scope
of consolidation
Others
Dec. 31, 2020

Capital expenditure
Proceeds from disposals
Development CAPEX (net pf DBSO) Change in Synatom investments

Financial CAPEX Maintenance CAPEX
(1) Capital expenditure net of DBSO proceeds

(2) Excluding DBSO proceeds
At the end of December 2020, the net financial debt to by the deterioration of the exchange rate in Brazil and the
EBITDA ratio amounted to 2.42, decreasing by 0.1x compared lower debt exposure in India, having led to a positive mix
to the end of 2019. The average cost of gross debt was effect: the share of average centralised debt, which has a
2.38%, down 32bps compared to the end of 2019. This lower rate than the local debts, in the total average debt has
decrease is mainly explained by the positive effect induced increased.

Net financial debt 22,458 25,919
EBITDA 9,276 10,366
NET DEBT/EBITDA RATIO 2.42 2.50
At the end of December 2020, the net economic debt (1) to EBITDA ratio stood at 4.03, stable compared to the end of 2019.

Economic net debt 37,420 41,078
EBITDA 9,276 10,366
ECONOMIC NET DEBT/EBITDA RATIO 4.03 3.96
(1) Economic net debt amounted to €37.4 billion at the end of December 2020, down €3.7 billion compared with the level at end of
December 2019; it includes, in particular, nuclear provisions and post-employment benefits

6.1.1.4.1 Cash flow from operations (CFFO) The positive variation in working capital requirements was
mainly due to the variance in commodity related margin calls
Cash flow from operations amounted to €7.1 billion, down
and financial derivatives for €0.9 billion, partly offset by a -
€0.5 billion. This evolution resulted from the -€1.1 billion
€0.4 billion deterioration in operating working capital change
decrease in operating cash flow, partly offset by a positive
notably due to an increase in Supply inventory partly
variation in change in working capital requirements of
compensated by a decrease in receivables.
€0.5 billion and by slightly lower net interests and tax paid.
6.1.1.4.2 Net investments

Capital expenditure (CAPEX) amounted to €7,687 million, breaking down as follows by segment.
704
87
951 263
741
1 339
215
284 1 018
154 69
597 686
225
295 229
27 161 35 112
-431
France excl.
infrastructures
France infrastructures
Rest of Europe
Latin America
USA & Canada
Others
Asia & Africa
Middle-East,
Development CAPEX (net of DBSO) Change in Synatom investments

Financial CAPEX Maintenance CAPEX
Growth capital expenditure amounted to €4,0 billion, breaking down as follows by Business Line. Over 90% of growth investment
was dedicated to Renewables, Networks and Asset-based Client Solutions activities in line with the new strategic direction
announced in July.

Main projects (€bn)

6.0%
Others Business Lines Clients Solutions 0.7
Mainly in asset-based activities with the continued
17.6% development of University partnerships in the US,
Client solutions DHC development in France and solar on-site
generation development in the US.
Networks 1.5
ln Brazil, construction of the 2 power transmission
(1) lines projects and acquisition of the remaining
€4.0 bn 10% in TAG, gas smart meters roll-out
and distribution network development in France.
Renewables 1.5
38.7%
Renewables 37.7% Acquisition of hydro assets in Portugal, development
Networks of offshore wind and construction of new wind
and solar capacity mainly in Latin America
incl. Brazil, France and North America.
(1) Net of disposals under DBSO operations, excluding Corporate, and Synatom reallocated to maintenance expenditure
The geography/Business Line matrix for capital expenditure is presented hereunder:
Client Dec. 31,

France 384 1,743 247 - - 123 - 2,496
Rest of Europe 178 83 75 118 1,740 104 - 2,298
Latin America 23 672 649 166 - 4 - 1,514
USA & Canada 268 - 137 1 - 49 - 455
Middle East, Asia & Africa 25 4 (452) (99) - 51 - (470)
Others 112 - 980 1 - 27 272 1,393
TOTAL CAPEX 992 2,502 1,637 187 1,740 357 272 7,687
Client Dec. 31,

France 423 1,709 481 - - 151 - 2,764
Rest of Europe 416 77 35 174 636 95 - 1,433
Latin America 46 1,651 541 254 - 7 - 2,499
USA & Canada 301 1 968 8 - 73 - 1,351
Middle East, Asia & Africa 80 9 267 - - 93 - 449
Others 355 - 183 81 - 38 889 1,547
TOTAL CAPEX 1,621 3,446 2,475 517 636 458 889 10,042
Net investments amounted to €4,093 million and include: 6.1.1.4.3 Dividends and movements
• growth capital expenditure for €3,954 million (see above); in treasury stock
• gross maintenance capital expenditure amounting to Dividends and movements in treasury stock during the period
€2,394 million; amounted to €622 million (versus €2,522 million in 2019).
• the €1,339 million increase in Synatom investments; This change is explained in particular by the cancellation of
• new leased right-of-use assets recognized over the period ENGIE's dividend payment for the 2019 fiscal year for
(€584 million); €1.9 billion. Dividends and movements in treasury stock in
• changes in the scope of consolidation for the period 2020 include dividends paid by various subsidiaries to their
relating to acquisitions and disposals of subsidiaries for non-controlling interests in an amount of €425 million and
€29 million; and the payment of interest on hybrid debt for €187 million.
• proceeds from disposals representing an inflow of
€4,148 million, mainly relating to the disposal of part of
the Group’s interest in SUEZ SA and of its interests in
Astoria 1 and 2 in the United States.

6.1.1.4.4 Net financial debt at December 31, 2020 Including the impact of financial instruments, 98% of net
financial debt is at fixed rates.
Excluding amortized cost but including the impact of foreign
currency derivatives, at December 31, 2020 a total of 81% of The average maturity of the Group's net financial debt is
net financial debt was denominated in euros, 12% in US 12.0 years.
dollars and 9% in Brazilian real. At December 31, 2020, the Group had total undrawn
confirmed credit lines of €13.7 billion.
6.1.1.5 Other items in the statement of financial position

In millions of euros Dec. 31, 2020 Dec. 31, 2019 Net change
Non-current assets 93,095 99,297 (6,201)
Of which goodwill 15,943 18,665 (2,722)
Of which property, plant and equipment and intangible assets, net 57,085 58,996 (1,911)
Of which investments in equity method entities 6,760 9,216 (2,456)
Current assets 60,087 60,496 (409)
Of which assets classified as held for sale 1,292 468 823
Total equity 33,856 38,037 (4,181)
Provisions 27,073 25,115 1,958
Borrowings 37,939 38,544 (606)
Other liabilities 54,315 58,097 (3,781)
Of which liabilities directly associated with assets classified 488 92 396
as held for sale
The carrying amount of property, plant and equipment and Total equity amounted to €33.9 billion, a decrease of
intangible assets was €57.1 billion, down €1.9 billion €4.2 billion compared with December 31, 2019. The decrease
compared with December 31, 2019. This decrease was stemmed mainly from other comprehensive income
primarily the result of depreciation and amortization charges (€3.0 billion negative impact, including a negative €2.1 billion
(€4.6 billion negative impact), translation adjustments of translation adjustments primarily attributed to the strong
(€2.2 billion negative impact, primarily attributed to the depreciation of the Brazilian real, a negative €1.6 billion of
strong depreciation of the Brazilian real and the US dollar), actuarial gains and losses, and a negative €0.4 billion
impairment losses (€1.3 billion negative impact, primarily corresponding to a decrease in the share of equity method
attributed to Belgian nuclear power assets), and the entities in recyclable items, net of tax) and from net income
classification of renewable energy assets in India under for the period (€0.9 billion negative impact).
“Assets classified as held for sale” (€0.6 billion negative Provisions increased by €2.0 billion compared with
impact), partially offset by acquisitions and development December 31, 2019 to €27.1 billion. This increase stemmed
capital expenditure (€7.0 billion positive impact). mainly from actuarial losses on provisions for post-
Goodwill decreased by €2.7 billion to €15.9 billion, mainly employment benefits and other long-term benefits (which
due to the recognition of impairment losses on Belgian added €1.5 billion to the provision amount) owing to the fall
nuclear power assets (see Note 13). in discount rates over the period (see Note 20).
Investments in equity method entities decreased by At December 31, 2020, assets and liabilities classified under
€2.5 billion, primarily due to the disposal of a 29.9% stake in “Assets classified as held for sale” and “Liabilities directly
SUEZ. associated with assets classified as held for sale” mainly
comprised renewable energy assets in India and Mexico and
the Group’s interest in EV Charged BV (EVBox).
6.1.1.6 Parent company financial statements

The figures provided below relate to the financial statements shares given the non-extension of the nuclear power plants in
of ENGIE SA, prepared in accordance with French GAAP and Belgium assumption of and unfavorable foreign exchange
applicable regulations. impact.
Revenues for ENGIE SA in 2020 totaled €19,272 million, an The income tax benefit amounted to €532 million versus an
increase compared to 2019 (€17,282 million), both on the gas income tax benefit of €377 million in 2019, including a tax
and electricity markets. consolidation benefit of €461 million.
The net operating loss amounted to €1,640 million in 2020, a The net loss for the year came out at €3,928 million.
deterioration of €709 million compared with a loss of Shareholders’ equity amounted to €30,702 million at end-
€931 million in 2019. Energy margin increased by 2020 compared with €34,594 million at end-2019. The
€205 million, thanks to lower supply costs and continued €3,892 million decrease was mainly due to the 2020 net loss
growth in the electricity business. of €3,928 million, since no dividend payment was made
Net financial income amounted to €1,440 million, an increase during the period.
of €248 million compared to 2019 due to higher dividends At December 31, 2020, borrowings and debt stood at
received and a decrease in the cost of net debt. €38,158 million, and cash and cash equivalents totaled
Non-recurring items represented a loss of €4,260 million, €11,615 million (of which €8,135 million relating to
mainly comprising impairment of equity investments of subsidiaries’ current accounts).
which €5,186 million in impairment losses on Electrabel

Information relating to payment terms

Pursuant to Article D.441-4 of the French Commercial Code, companies whose annual financial statements are subject to a
statutory audit must publish information regarding supplier and customer payment terms. The purpose is to demonstrate that
there is no significant failure to comply with such terms.
Information relating to supplier and customer payment terms mentioned in Article D.441-4 of the French Commercial Code
Article D.441 I.- 1°: Invoices received, unpaid Article D.441 I.- 2°: Invoices issued, unpaid
and overdue at the reporting date and overdue at the reporting date
Total Total
In millions 0 days 1 to 30 31 to 60 61 to 90 91 days (1 day 0 days 1 to 30 31 to 60 61 to 90 91 days (1 day
of euros (indicative) days days days or more or more) (indicative) days days days or more or more)
(A) By aging category
Number of invoices - 24,855 - 5,865,476
Aggregate invoice - 22.9 0.5 0.1 107.3 130.9 - 412.0 36.8 29.9 575.8 1,045.5
amount (incl. VAT)
Percentage of total - 0.10% 0.00% 0.00% 0.46% 0.57%
amount of
purchases (incl.
VAT) for the period
Percentage of total - 1.81% 0.16% 0.13% 2.53% 4.64%
revenues (incl.
VAT) for the period
(B) Invoices excluded from (A) relating to disputed or unrecognized receivables and payables
Number of 180 1,316
excluded invoices
Aggregate amount 5.4 57.6
of excluded
invoices
(C) Standard payment terms used (contractual or legal terms – Article L.441-6 or Article L.443-1 of the French Commercial Code)
Payment terms Legal payment terms: 30 days Contractual payment terms: 14 days
used to calculate Legal payment terms: 30 days
late payments

6.1.2 Cash and shareholders’ equity
6.1.2.1 Borrowing conditions and financial structure applicable to the issuer
6.1.2.1.1 Debt structure 6.1.2.1.2 Main transactions in 2020

Gross debt, excluding bank overdrafts, amortized cost and The principal transactions performed in 2020 affecting
financial derivative instruments amounted to €34.5 billion at financial debt are described in Note 16.3.3. of Section 6.2
the end of 2020, down from year-end 2019, and was “Consolidated financial statements”.
primarily composed of €26.2 billion in bond issues and In May 2020, in the context of the Covid-19 health crisis, the
€4.1 billion in bank loans. Other loans and drawdowns on Group entered into an additional credit line of €2.5 billion for
credit lines accounted for a total of €0.2 billion. Short-term an initial term of 12 months, with two extension options of
loans (short-term marketable securities) accounted for 12% of six months each. This credit line has been provided by a
total gross debt at the end of 2020. syndicate of six international banks. At the end of 2020, in
A total of 88% of the gross debt was issued on financial view of changes in the Group's cash position, this line was
markets (bond issues and short-term marketable securities). canceled in its entirety. The Group also exercised the second
Net debt, excluding amortized costs, the effect of financial option to extend the maturity of the centralized syndicated
derivative instruments and cash collateral, came to line of credit of €5.0 billion. The maturity of this line has thus
€21.2 billion at the end of 2020. At the end of 2020, net debt been extended to December 10, 2025.
was 81% denominated in euros, 12% in US dollars and 9% in
Brazilian reals, excluding amortized cost and after the foreign
exchange impact of derivatives. 6.1.2.1.3 Ratings
After the impact of derivatives, 98% of the net debt was at a ENGIE is rated by Standard & Poor’s, Moody’s and Fitch.
fixed rate. The average cost of gross debt was 2.38%. The In April 2020, S&P revised Engie SA’s issuer rating from A-/A-
average maturity of net debt was 12 years at the end of 2020. 1 to BBB+/A-2, with a stable outlook.
The principal contracts are carried by ENGIE SA and are In May 2020, Moody’s confirmed the rating of Engie SA’s
described in Section 6.4 “Parent company financial senior debt at A3/P-2, but revised the outlook from stable to
statements” Note 11 – 11.2.1 & 11.2.2. negative. Then, in November 2020, Moody’s revised this
rating from A3/P-2 to Baa1/P-2, with a stable outlook.
In September 2020, Fitch confirmed Engie SA’s issuer rating
at A/F1, but revised the outlook from stable to negative.
6.1.2.2 Restrictions on the use of capital

At December 31, 2020, the Group had total undrawn The most frequent ratios are:
confirmed credit lines of €13.7 billion. These lines are usable, • Debt Service Cover Ratio = Free Cash Flow (Principal
among other things, as back-up lines for the short-term + interest expense) or for servicing interest (Interest Cover
marketable securities programs. Over 90% of these lines are Ratio = EBITDA/interest expense);
centrally managed and their availability is not subject to any
• Loan Life Cover Ratio (adjustment of the average cost of
financial covenant or linked to a credit risk rating. The
the future Free Cash Flows debt divided by the borrowed
counterparties of these lines are well diversified, with no
amount still owed);
single counterparty holding more than 5% of the total of
these centralized lines. No centralized credit facility was in • Debt/Equity ratio or maintenance of a minimum amount of
use as at the end of 2020. equity.
Furthermore, the Group has set up credit lines in some At December 31, 2020, all Group companies whose debt is
subsidiaries, for which the documentation includes ratios consolidated were compliant with the covenants and
related to their financial standing. These lines of credit are representations contained in their financial documentation,
not guaranteed by ENGIE SA or GIE ENGIE Alliance. The with the exception of a few non-significant entities for which
definition, as well as the level of these ratios, also known as appropriate actions to achieve compliance are being
“financial covenants,” are determined by agreement with the implemented.
lenders and may be reviewed during the life of the loan.
6.1.2.3 Expected sources of financing to honor commitments relating to investment decisions

The Group believes that its funding needs will be covered by The Group has a total of €2.5 billion in financing that matures
available cash and the possible use of its existing credit in 2021 (excluding the maturity of €4 billion in short-term
facilities. However, it may call upon the capital markets on an marketable securities). In addition, at December 31, 2020, it
ad hoc basis. had €13.3 billion in cash (net of bank overdrafts) and a total
If necessary, dedicated financing could be established for of €13.7 billion in available lines, including €1 billion expiring
very specific projects. in 2021. The amount of these available lines is not net of the
amount of short-term marketable securities.

6.2 Consolidated financial statements

6.2.1 Consolidated financial statements
Income statement
In millions of euros Notes Dec. 31, 2020 Dec. 31, 2019
Revenues 6.2 & 7 55,751 60,058
Purchases and operating derivatives 8.1 (34,967) (39,404)
Personnel costs 8.2 (11,759) (11,478)
Depreciation, amortization and provisions 8.3 (4,778) (4,393)
Taxes (1,265) (1,654)
Other operating income 1,105 1,670
Current operating income including operating MtM 4,087 4,800
Share in net income of equity method entities 6.2 552 500
Current operating income including operating MtM and share
in net income of equity method entities 4,640 5,300
Impairment losses 9.1 (3,551) (1,770)
Restructuring costs 9.2 (343) (218)
Changes in scope of consolidation 9.3 1,640 1,604
Other non-recurring items 9.4 (886) (1,240)
Income/(loss) from operating activities 9 1,501 3,676
Financial expenses (2,232) (2,300)
Financial income 553 913
Net financial income/(loss) 10 (1,678) (1,387)
Income tax benefit/(expense) 11 (715) (640)
NET INCOME/(LOSS) (893) 1,649
Non-controlling interests 644 664
Basic earnings/(loss) per share (euros) 12 (0.71) 0.34
Diluted earnings/(loss) per share (euros) 12 (0.71) 0.34
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies
in the totals

Statement of comprehensive income

Debt instruments 16.1 (46) 48
Net investment hedges 17 128 29
Cash flow hedges (excl. commodity instruments) 17 (249) (229)
Commodity cash flow hedges 17 872 (744)
Deferred tax on items above (137) 240
Share of equity method entities in recyclable items, net of tax (387) (250)
Translation adjustments (2,098) (45)
Total recyclable items (1,916) (953)
Equity instruments 16.1 43 103
Actuarial gains and losses (1,569) (1,128)
Deferred tax on items above 377 255
Share of equity method entities in actuarial gains and losses, net
of tax 75 (31)
Total non-recyclable items (1,073) (801)
Total recyclable items and non-recyclable items (2,990) (1,754)
TOTAL COMPREHENSIVE INCOME/(LOSS) (3,882) (105)
Of which owners of the parent (4,046) (660)
Of which non-controlling interests 163 555
in the totals

Statement of financial position

Assets

Non-current assets
Goodwill 13 15,943 18,665
Intangible assets, net 14 7,196 7,038
Property, plant and equipment, net 15 49,889 51,958
Other financial assets 16 9,009 7,022
Derivative instruments 16 2,996 4,137
Assets from contracts with customers 7 26 15
Investments in equity method entities 3 6,760 9,216
Other non-current assets 24 396 384
Deferred tax assets 11 880 860
Total non-current assets 93,095 99,297
Current assets
Other financial assets 16 2,583 2,546
Trade and other receivables, net 7 14,295 15,180
Assets from contracts with customers 7 7,738 7,816
Inventories 24 4,140 3,617
Other current assets 24 8,990 10,216
Cash and cash equivalents 16 12,980 10,519
Assets classified as held for sale 4.2 1,292 468
Total current assets 60,087 60,496
TOTAL ASSETS 153,182 159,793
in the totals
Liabilities

Shareholders' equity 28,945 33,087
Non-controlling interests 2 4,911 4,950
Total equity 18 33,856 38,037
Non-current liabilities
Provisions 19 24,876 22,817
Long-term borrowings 16 30,092 30,002
Other financial liabilities 16 77 38
Liabilities from contracts with customers 7 39 45
Other non-current liabilities 24 2,004 1,222
Deferred tax liabilities 11 4,416 4,631
Total non-current liabilities 65,293 63,882
Current liabilities
Provisions 19 2,197 2,298
Short-term borrowings 16 7,846 8,543
Trade and other payables 16 17,307 19,109
Liabilities from contracts with customers 7 4,315 4,286
Other current liabilities 24 12,545 13,101
Liabilities directly associated with assets classified as held for sale 4.2 488 92
Total current liabilities 54,034 57,874
TOTAL EQUITY AND LIABILITIES 153,182 159,793
in the totals

Statement of changes in equity

Deeply-
subor- Changes
Additional Conso- dinated in fair Share- Non-
Share paid-in lidated perpetual value and Translation Treasury holders' controlling
In millions of euros capital capital reserves notes other adjustments stock equity interests Total
EQUITY AT 2,435 32,565 (590) 3,750 (1,019) (1,130) (460) 35,551 5,391 40,941
DECEMBER 31, 2018 (1)
Normative changes (2) - - (7) - - - - (7) (4) (11)
EQUITY AT 2,435 32,565 (597) 3,750 (1,019) (1,130) (460) 35,544 5,386 40,930
JANUARY 1, 2019
Net income/(loss) 984 984 664 1,649
Other comprehensive (735) (942) 32 (1,645) (109) (1,754)
income/(loss)
Total comprehensive 250 (942) 32 (660) 555 (105)
income/(loss)
Share-based payment - - 50 50 - 50
Dividends paid in cash (3)
(1,096) (738) (1,833) (453) (2,286)
Purchase/disposal (157) 157 - - -
of treasury stock
Operations on deeply- (172) 163 (9) (9)
subordinated perpetual
notes (3)
Transactions between 36 36 4 40
owners
Transactions with impact - - (515) (515)
on non-controlling
interests (4)
Share capital increases - (28) (28)
and decreases
Normative changes (5) (35) (35) (35)
Other changes (6) - (6) 1 (5)
EQUITY AT 2,435 31,470 (1,369) 3,913 (1,961) (1,098) (303) 33,087 4,950 38,037
DECEMBER 31, 2019
(1) Published data at December 31, 2018 were not restated due to the transition method used for the application of IFRS 16 (see Note 1
“Accounting framework and basis for preparing the consolidated financial statements” to the consolidated financial statements for the
year ended December 31, 2019)
(2) Normative changes related to the impact of IFRS 16 (see Note 1 “Accounting framework and basis for preparing the consolidated
financial statements” to the consolidated financial statements for the year ended December 31, 2019)
(3) Transactions of the period are listed in Note 18 “Equity”
(4) Mainly relates to the deconsolidation of GLOW following its disposal (see Note 4.1 “Disposals carried out in 2019” to the consolidated
financial statements for the year ended December 31, 2019)
(5) Normative changes related to the application of IFRIC23 at SUEZ
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in
the totals

Deeply-
subor- Changes
Addition Conso- dinated in fair Share- Non-
Share al paid-in lidated perpetual value Translation Treasury holders' controlling
In millions of euros capital capital reserves notes and other adjustments stock equity interests Total
EQUITY AT 2,435 31,470 (1,369) 3,913 (1,961) (1,098) (303) 33,087 4,950 38,037
DECEMBER 31, 2019
Net income/(loss) (1,536) (1,536) 644 (893)
Other comprehensive (999) 242 (1,752) (2,509) (480) (2,990)
income/(loss)
Total comprehensive (2,535) - 242 (1,752) - (4,046) 163 (3,882)
income/(loss)
Share-based payment 52 52 2 54
Dividends paid in cash (1)
- - - (425) (425)
Purchase/disposal (52) 52 - - -
of treasury stock
Operations on deeply- (193) (193) - (193)
subordinated perpetual
notes (2)
Transactions between 25 25 35 59
owners
Transactions with impact - - 7 7
on non-controlling
interests
Share capital increases - 178 178
and decreases
Other changes (178) 199 21 1 21
EQUITY AT 2,435 31,291 (3,874) 3,913 (1,719) (2,850) (251) 28,945 4,911 33,856
DECEMBER 31, 2020
(1) The Shareholders’ Meeting of May 14, 2020 approved the resolution relating to the cancellation of the dividend payment in respect of
2019 proposed by the Group in the current context of the Covid-19 crisis (see Note 17.3 “Liquidity risk”)
(2) Transactions of the period are listed in Note 18 “Equity”
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in
the totals

Statement of cash flows

- Share in net income of equity method entities (552) (500)
+ Dividends received from equity method entities 740 773
- Net depreciation, amortization, impairment and provisions 8,760 7,083
- Impact of changes in scope of consolidation
and other non–recurring items (1,573) (1,579)
- Mark-to-market on commodity contracts other than trading
instruments (199) 426
- Other items with no cash impact 111 (18)
- Income tax expense 11 715 640
- Net financial income/(loss) 10 1,678 1,387
Cash generated from operations before income tax
and working capital requirements 8,788 9,863
+ Tax paid (599) (575)
Change in working capital requirements 24.1 (600) (1,110)
CASH FLOW FROM OPERATING ACTIVITIES 7,589 8,178
Acquisitions of property, plant and equipment and intangible
assets 14 & 15 (5,115) (6,524)
Acquisitions of controlling interests in entities,
net of cash and cash equivalents acquired 4 & 16 (417) (864)
Acquisitions of investments in equity method entities
and joint operations 4 & 16 (1,067) (1,746)
Acquisitions of equity and debt instruments 16 (1,622) (595)
Disposals of property, plant and equipment, and intangible assets 14 & 15 154 134
Loss of controlling interests in entities, net of cash and cash
equivalents sold 4 & 16 456 2,676
Disposals of investments in equity method entities
and joint operations 4 & 16 3,841 14
Disposals of equity and debt instruments 16 21 148
Interest received on financial assets 21 28
Dividends received on equity instruments 57 67
Change in loans and receivables originated by the Group and other 5.6 (374) (532)
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES (4,046) (7,193)
Dividends paid (1) (2) (622) (2,522)
Repayment of borrowings and debt (6,179) (3,035)
Change in financial assets held for investment and financing
purposes (608) (135)
Interest paid (665) (780)
Interest received on cash and cash equivalents 53 82
Cash flow on derivatives qualifying as net investment hedges
and compensation payments on derivatives and on early buyback
of borrowings 25 (114)
Increase in borrowings 7,231 6,622
Increase/decrease in capital 181 107
Purchase and/or sale of treasury stock - -
Changes in ownership interests in controlled entities 5.6 23 (12)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES (562) 212
Effects of changes in exchange rates and other (520) 623
TOTAL CASH FLOW FOR THE PERIOD 2,461 1,819
Cash and cash equivalents at beginning of period 10,519 8,700
Cash and cash equivalents at end of period 12,980 10,519
(1) The Shareholders’ Meeting of May 14, 2020 approved the resolution relating to the cancellation of the dividend payment in respect
of 2019 proposed by the Group in the current context of the Covid-19 crisis (see Note 17.3 “Liquidity risk”)
(2) The line “Dividends paid” includes the coupons paid to owners of the deeply-subordinated perpetual notes (see Note 18 Equity)
in the totals

6.2.2 Notes to the consolidated financial statements
NOTE 1 Accounting framework and basis NOTE 16 Financial instruments 276

for preparing the consolidated
NOTE 17 Risks arising from financial instruments 290
financial statements 228
NOTE 18 Equity 306
NOTE 2 Main subsidiaries at December 31, 2020 231
NOTE 19 Provisions 309
NOTE 3 Investments in equity method entities 236
NOTE 20 Post-employment benefits
NOTE 4 Main changes in Group structure 243
and other long-term benefits 313
NOTE 5 Financial indicators used in financial
NOTE 21 Share-based payments 319
communication 245
NOTE 22 Related party transactions 320
NOTE 6 Segment information 249
NOTE 23 Executive compensation 321
NOTE 7 Revenues 255
NOTE 24 Working capital requirements,
NOTE 8 Operating expenses 257
inventories, other assets
NOTE 9 Other items of income/(loss) and other liabilities 321
from operating activities 258
NOTE 25 Legal and anti-trust proceedings 322
NOTE 10 Net financial income/(loss) 260
NOTE 26 Subsequent events 326
NOTE 11 Income tax expense 261
NOTE 27 Fees paid to the statutory auditors
NOTE 12 Earnings per share 264 and to members of their networks 327
NOTE 13 Goodwill 265 NOTE 28 Information regarding Luxembourg
and Dutch companies exempted
NOTE 14 Intangible assets 271
from the requirements to publish
NOTE 15 Property, plant and equipment 274 annual financial statements 327

ENGIE SA, the parent company of the Group, is a French The Group is headquartered at 1, place Samuel de Champlain,
société anonyme with a Board of Directors that is subject to 92400 Courbevoie (France).
the provisions of Book II of the French Commercial Code ENGIE shares are listed on the Paris, Brussels and
(Code de commerce), as well as to all other provisions of Luxembourg stock exchanges.
French law applicable to French commercial companies. It
On February 25, 2021, the Group’s Board of Directors approved
was incorporated on November 20, 2004 for a period of
and authorized for issue the consolidated financial statements
99 years.
of the Group for the year ended December 31, 2020.
It is governed by current and future laws and by regulations
applicable to sociétés anonymes and its bylaws.
NOTE 1 Accounting framework and basis for preparing the consolidated

financial statements
1.1 Accounting standards

Pursuant to European Regulation (EU) 2019/980 dated have been prepared in accordance with IFRS Standards as
March 14, 2019, financial information concerning the assets, published by the International Accounting Standards Board
liabilities, financial position, and profit and loss of ENGIE has and endorsed by the European Union (1).
been provided for the last two reporting periods (ended The accounting standards applied in the consolidated financial
December 31, 2019 and 2020). This information was statements for the year ended December 31, 2020 are
prepared in accordance with European Regulation (EC) 1606/ consistent with the policies used to prepare the consolidated
2002 “on the application of international accounting financial statements for the year ended December 31, 2019,
standards” dated July 19, 2002. The Group’s consolidated except for those described below.
financial statements for the year ended December 31, 2020
1.1.1 IFRS Standards, amendments or IFRIC Interpretations applicable in 2020

• Amendments to IFRS 3 – Business Combinations: Definition • Amendments to IFRS 16 – Leases: Covid-19-related rent
of a Business. concessions.
• Amendments to IAS 1 – Presentation of Financial Statements These amendments have no significant impact on the Group's
and IAS 8 – Accounting Policies, Changes in Accounting consolidated financial statements.
Estimates and Errors: Definition of Material.
• Amendments to IFRS 9 – Financial Instruments; IAS 39 –
Financial Instruments: recognition and measurement; IFRS 7 –
Financial Instruments: Disclosures – Interest Rate Benchmark
Reform.
1.1.2 IFRS Standards, amendments or IFRIC Interpretations effective in 2021

and that the Group has elected to early adopt
• Amendments to IFRS 9 – Financial Instruments; IAS 39 – These amendments relating to the interest rate benchmark
Financial Instruments: recognition and measurement; IFRS 7 reform (see Note 17) have no significant impact on the
– Financial Instruments: Disclosures; IFRS 4 – Insurance Group's consolidated financial statements.
contracts and IFRS 16 – Leases: Interest Rate Benchmark
Reform (Phase 2).
1.1.3 IFRS Standards, amendments or IFRIC Interpretations effective in 2021

and that the Group has elected not to early adopt
• Amendments to IAS 1 – Presentation of Financial Statements: • Annual Improvements to IFRSs 2018-2020 Cycle (2).
Classification of Liabilities as Current or Non-Current (2). • IFRS 17 – Insurance Contracts (including amendments) (2).
• Amendments to IAS 16 – Property, Plant and Equipment: The impact of these standards and amendments is currently
Proceeds before Intended Use (2). being assessed.
• Amendments to IAS37 – Provisions, Contingent Liabilities and
Contingent Assets: Onerous Contracts – Cost of Fulfilling a
Contract (2).
1.2 Measurement and presentation basis

1.2.1 Historical cost convention
The Group’s consolidated financial statements are presented in euros and have been prepared using the historical cost
convention, except for financial instruments that are accounted for under the financial instrument categories defined by IFRS 9.
(1) Available on the European Commission’s website: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02002R1606-20080410

(2) As these standards and amendments have not yet been adopted by the European Union, this is a free translation

1.2.2 Chosen options
1.2.2.1 Reminder of IFRS 1 transition options

The Group used some of the options available under IFRS 1 • business combinations: the Group elected not to restate
for its transition to IFRS in 2005. The options that continue to business combinations that took place prior to
have an impact on the consolidated financial statements are: January 1, 2004 in accordance with IFRS 3.
• translation adjustments: the Group elected to reclassify
cumulative translation adjustments within consolidated
equity at January 1, 2004;
1.2.2.2 Business combinations

Business combinations carried out prior to January 1, 2010 assumed at their fair values at the acquisition date, as well as
were accounted for in accordance with IFRS 3 prior to the any non-controlling interests in the acquiree. Non-controlling
revision. In accordance with IFRS 3 revised, these business interests are measured either at fair value or at the entity’s
combinations have not been restated. proportionate interest in the net identifiable assets of the
Since January 1, 2010, the Group applies the purchase acquiree. The Group determines on a case-by-case basis
method as defined in IFRS 3 revised, which consists in which measurement option to be used to recognize non-
recognizing the identifiable assets acquired and liabilities controlling interests.
1.2.2.3 Consolidated statement of cash flows

The consolidated statement of cash flows is prepared using organization, where debt and cash are managed centrally by
the indirect method starting from net income. the Group Treasury Department.
“Interest received on non-current financial assets” is classified As impairment losses on current assets are considered to be
within investing activities because it represents a return on definitive losses, changes in current assets are presented net
investments. “Interest received on cash and cash equivalents” of impairment.
is shown as a component of financing activities because the Cash flows relating to the payment of income tax are
interest can be used to reduce borrowing costs. This presented on a separate line.
classification is consistent with the Group’s internal
1.2.3 Foreign currency transactions
1.2.3.1 Translation of foreign currency transactions

Foreign currency transactions are recorded in the functional At each reporting date:
currency at the exchange rate prevailing on the date of the • monetary assets and liabilities denominated in foreign
transaction. currencies are translated at year-end exchange rates. The
Functional currency is the currency of the primary economic resulting translation gains and losses are recorded in the
environment in which an entity operates, which in most cases consolidated income statement for the year to which they
corresponds to local currency. However, certain entities may relate;
have a functional currency different from the local currency • non-monetary assets and liabilities denominated in foreign
when that other currency is used for an entity’s main currencies are recognized at the historical cost applicable
transactions and better reflects its economic environment. at the date of the transaction.
1.2.3.2 Translation of the financial statements of subsidiaries with a functional currency other than the euro
(the presentation currency)
The statements of financial position of these subsidiaries are Goodwill and fair value adjustments arising on the acquisition
translated into euros at the official year-end exchange rates. of foreign entities are classified as assets and liabilities of
Income statement and cash flow statement items are those foreign entities and are therefore denominated in the
translated using the average exchange rate for the year. Any functional currencies of the entities and translated at the
differences arising from the translation of the financial year-end exchange rate.
statements of these subsidiaries are recorded under
“Translation adjustments” as other comprehensive income.
1.3 Use of estimates and judgments

1.3.1 Estimates
The preparation of consolidated financial statements requires Due to uncertainties inherent in the estimation process, the
the use of estimates and assumptions to determine the value Group regularly revises its estimates in light of currently
of assets and liabilities and contingent assets and liabilities at available information. Final outcomes could differ from those
the reporting date, as well as income and expenses reported estimates.
during the period. The key estimates used in preparing the Group's consolidated
Developments in the economic and financial environment, financial statements relate mainly to:
particularly relating to Covid-19, have prompted the Group to • measurement of the recoverable amount of goodwill (see
step up its risk oversight procedures, mainly in measuring Note 13), intangible assets (see Note 14), property, plant
financial instruments and performing impairment tests. The and equipment (see Note 15), and, in the context of Covid-
estimates used by the Group, among other things, to test for 19, factoring the uncertainty in measuring these
impairment and to measure provisions, take into account this recoverable amounts and their sensitivity to potential
environment and the sharp market volatility. changes in key assumptions;
Accounting estimates are made in a context that remains
sensitive to energy market developments, therefore making it
difficult to apprehend medium-term economic prospects.

• measurement of the fair value of financial assets and • measurement of the fair value of assets acquired and
liabilities, and, in the context of Covid-19, factoring the liabilities assumed in a business combination (see Note 4);
uncertainty surrounding the key assumptions used, mainly • measurement of un-metered revenues (energy in the
as regards the estimation of future cash flows (see meter), for which the valuation techniques have been
Notes 16 and 17); impacted by changes in certain customers' consumption
• measurement of provisions, particularly for the back-end habits (see Note 7);
of the nuclear fuel cycle, dismantling obligations, disputes, • measurement of recognized tax loss carry-forwards, taking
and pensions and other employee benefits (see Notes 19 into account, where applicable, in the context of Covid-19,
and 20); taxable income revisions and projections (see Note 11).
1.3.2 Judgment
As well as relying on estimates, Group management also In the context of the Covid-19 crisis, the Group also exercised
makes judgments to define the appropriate accounting its judgment in assessing:
policies to apply to certain activities and transactions, • the existence of a trigger event potentially leading to the
particularly when the IFRS Standards and impairment of goodwill, property, plant and equipment
IFRIC Interpretations in force do not specifically deal with the and/or intangible assets (see Notes 9, 13, 14 and 15);
related accounting issues.
• expected credit losses, mainly in order to update
In particular, the Group exercised its judgment in: probabilities of default and other inputs in an uncertain
• assessing the type of control (see Notes 2 and 3); context (see Note 17);
• identifying the performance obligations of sales contracts • the impacts on risks related to financial instruments,
(see Note 7); mainly liquidity risk and trends in interest rate,
• determining how revenues are recognized for distribution commodities and exchange rate markets (see Note 17);
or transmission services invoiced to customers (see Note 7); • the consequences of hedging, particularly with regard to
• identifying “own use contracts” as defined by IFRS 9 within maintaining the highly probable nature of the hedged item
non-financial purchase and sale contracts (electricity, gas, (see Note 17);
etc.) (see Note 16); • the application of enforceable rights and obligations
• determining whether arrangements are or contain a lease associated with customer contracts, mainly with regard to
(see Notes 15 and 16); future payment receipt probabilities and the measurement
of the revenue recognized using the percentage of
• grouping operating segments together for the presentation
completion method (see Note 7).
of reportable segments (see Note 6).
1.3.3 Impacts of the Covid-19 crisis on the Group’s position at December 31, 2020
The impacts of the Covid-19 crisis on the Group’s operational • Liquidity risk and market risk
and financial performance are presented in the management Liquidity risk and trends in the interest rate, commodities
report. and exchange rate markets were monitored carefully and
In the context of the health crisis, the Group has taken special the related information has been updated based on data
care in determining the accounting treatments applicable to available at December 31, 2020 (see Note 17 “Risks arising
the main issues and impacts of the crisis, for which from financial instruments”).
IFRS accounting principles have been applied consistently • Deferred tax assets
with those previously used, particularly in relation to: ENGIE's deferred tax asset positions were reviewed in
• Impairment losses on non-financial assets order to ensure their recoverability through future taxable
The potential impairment of non-financial assets, income. The Group also monitored changes to legislation,
particularly goodwill and investments consolidated using revisions to income tax rates and other tax measures taken
the equity method of accounting, was examined, in response to the crisis (see Note 11 “Income tax
particularly for those activities most affected by the Covid- expense”).
19 crisis. In accordance with IAS 36 – Impairment of Assets, • Provisions
the Group performed an impairment test on goodwill, as As certain activities were more impacted by Covid-19 than
well as on other non-financial assets for which indicators others, the Group decided to review whether any current
of potential impairment losses existed (see Note 9.1 obligations were likely to give rise to the recognition of
“Impairment losses” and Note 13 “Goodwill”). provisions, particularly for onerous contracts (see Note 19
• Impairment losses on financial assets: counterparty risk “Provisions”).
and expected credit losses • Performance indicators and presentation of Covid-19
The Covid-19 crisis gives rise to a potentially increased impacts in the income statement
credit risk and may therefore affect the amount of The Group has neither adjusted its performance indicators,
impairment losses to be recognized in respect of expected nor included new indicators to describe the impacts of
credit losses. The Group is therefore monitoring payment Covid-19 (see Note 5 “Financial indicators used in financial
receipts and counterparty risk more closely (see Note 17 communication”). Expenses directly related to the crisis are
“Risks arising from financial instruments”). all classified, according to their nature, in current operating
• Financial assets and liabilities: measurement at fair value income, in accordance with the recommendations given in
Faced with the crisis, the financial markets are very relation to the crisis, which mainly impacts revenues,
volatile, which affects the instruments held by the Group irrespective of the Group’s practice of items of an unusual,
and measured at fair value. The fair value of these irregular or non-recurring nature below current operating
instruments incorporates data that reflect the way in which income.
market participants would take into account the impacts of
Covid-19, including the uncertainties inherent to the
situation generated by the crisis (see Note 16 “Financial
instruments”).

NOTE 2 Main subsidiaries at December 31, 2020
Accounting standards
Controlled entities (subsidiaries) are fully consolidated in accordance with IFRS 10 – Consolidated Financial Statements. An
investor (the Group) controls an entity and therefore must consolidate it if all of the following three criteria are met:
• it has the ability to direct the relevant activities of the entity;
• it has the rights and is exposed to variable returns from its involvement with the entity;
• it has the ability to use its power over the entity to affect the investor’s return.
2.1 List of main subsidiaries at December 31, 2020

The following lists are made available by the Group to third financial assets (see Note 16.1.1.1) under “Equity instruments
parties, pursuant to Regulation No. 2016-09 of the French at fair value”.
accounting standards authority (ANC) issued on December 2, The list of the main subsidiaries consolidated under the full
2016: consolidation method presented below was determined, as
• list of companies included in consolidation; regards operating entities, based on their contribution to
• list of companies excluded from consolidation because Group revenues, EBITDA, net income and net debt. The main
their individual and cumulative incidence on the Group’s equity-accounted investments (associates and joint ventures)
consolidated financial statements is not material. They are presented in Note 3 “Investments in equity method
correspond to entities deemed not significant as regards entities”.
the Group’s main key figures (revenues, total equity, etc), Some entities such as ENGIE SA, ENGIE Energie Services SA or
shell companies or entities that have ceased all activities Electrabel SA comprise both operating activities and
and are undergoing liquidation/closure proceedings; headquarters functions which report to management teams of
• list of main non-consolidated interests. different reportable segments. In the following tables, these
This information is available on the Group’s website operating activities and headquarters functions are shown
(www.engie.com, Investors/Regulated information section). within their respective reportable segments under their initial
Non-consolidated companies are classified under non-current company name followed by a * sign.
France excluding Infrastructures
% interest
Company name Activity Country Dec. 31, 2020 Dec. 31, 2019
ENGIE SA* Energy sales France 100.0 100.0
ENGIE Energie Services SA* Energy services/Networks France 100.0 100.0
Axima Concept Systems, facilities and maintenance services France 100.0 100.0
Endel Group Systems, facilities and maintenance services France 100.0 100.0
INEO Group Systems, facilities and maintenance services France 100.0 100.0
Compagnie Nationale du Rhône Electricity distribution and generation France 50.0 50.0
ENGIE Green Electricity distribution and generation France 100.0 100.0
CPCU Urban heating networks France 66.5 66.5
France Infrastructures
% interest
GRDF Natural gas distribution France 100.0 100.0
GRTgaz Group (excluding Elengy) Natural gas transportation France, Germany 74.6 74.6
Elengy Natural gas, LNG France 61.3 74.6
Fosmax LNG Natural gas, LNG France 61.3 54.1
Storengy France Underground natural gas storage France 100.0 100.0
Storengy Deutschland GmbH Underground natural gas storage Germany 100.0 100.0

Rest of Europe
% interest
ENGIE Thermique France Electricity generation France 100.0 100.0
Electrabel SA* Electricity generation, Energy sales Belgium 100.0 100.0
Synatom Managing provisions relating to power Belgium 100.0 100.0
plants and nuclear fuel
Cofely Fabricom SA Systems, facilities and maintenance services Belgium 100.0 100.0
ENGIE Energie Nederland N.V. Electricity generation, Energy sales Netherlands 100.0 100.0
ENGIE Services Nederland N.V. Energy services Netherlands 100.0 100.0
ENGIE Deutschland GmbH Energy services Germany 100.0 100.0
ENGIE Deutschland AG* Electricity generation Germany 100.0 100.0
ENGIE Supply Holding Energy sales United Kingdom 100.0 100.0
UK Limited
First Hydro Holdings Company Electricity generation United Kingdom 75.0 75.0
Engie Regeneration Energy services United Kingdom 100.0 100.0
ENGIE Services Holding UK Ltd Energy services United Kingdom 100.0 100.0
ENGIE Services Limited Energy services United Kingdom 100.0 100.0
ENGIE Cartagena Electricity generation Spain 100.0 100.0
ENGIE Italia S.p.A* Energy sales Italy 100.0 100.0
Engie Servizi S.p.A Energy services Italy 100.0 100.0
ENGIE Romania Natural gas distribution, Energy sales Romania 51.0 51.0
Latin America
% interest
ENGIE Energía Chile Group Electricity distribution and generation Chile 60.0 52.8
ENGIE Energía Perú Electricity distribution and generation Peru 61.8 61.8
ENGIE Brasil Energia Group Electricity distribution and generation Brazil 68.7 68.7
USA & Canada
% interest
ENGIE North America Electricity distribution and generation, United States 100.0 100.0
Natural gas, LNG, Energy services
ENGIE Holding Inc. Holding – parent company United States 100.0 100.0
ENGIE Infinity Renewables Electricity distribution and generation United States 100.0 100.0
ENGIE Resources Inc. Energy sales United States 100.0 100.0
Jupiter Projects Electricity distribution and generation United States 51.0 100.0
Conti Service LLC Energy services United States 100.0 100.0
Middle East, Asia & Africa
% interest
UCH Power Limited Electricity generation Pakistan 100.0 100.0
Pelican Point Power Limited Electricity generation Australia 72.0 72.0
Simply Energy Energy sales Australia 72.0 72.0
Cofely Besix Systems, facilities and maintenance services UEA 100.0 100.0

Others
% interest
ENGIE SA* Holding – parent company, Energy France 100.0 100.0
management trading, Energy sales
ENGIE Energie Services SA* Holding France 100.0 100.0
ENGIE FINANCE SA Financial subsidiaries France 100.0 100.0
ENGIE Solar Solar EPC France 100.0 100.0
Gaztransport & Technigaz (GTT) Engineering France 40.4 40.4
Electrabel SA* Holding, Electricity generation, France, Belgium 100.0 100.0
Energy management trading
ENGIE Italia S.p.A* Holding, Energy management trading Italy 100.0 100.0
ENGIE Deutschland AG* Holding, Energy management trading Germany 100.0 100.0
ENGIE Energie Nederland Holding, Energy management trading Netherlands 100.0 100.0
Holding B.V.
ENGIE Global Markets Energy management trading France, Belgium, 100.0 100.0
Singapore
ENGIE Energy Management* Energy management trading France, Belgium, Italy, 100.0 100.0
United Kingdom
ENGIE CC Financial subsidiaries, Central Belgium 100.0 100.0
functions
Tractebel Engineering Engineering Belgium 100.0 100.0
International Power Limited Holding United Kingdom 100.0 100.0
ENGIE Energy Management Holding Switzerland 100.0 100.0
Holding Switzerland AG
2.2 Significant judgments exercised when assessing control

The Group primarily considers the following information and • the nature of substantive or protective rights granted to
criteria when determining whether it has control over an shareholders, relating to the entity’s relevant activities;
entity: • deadlock resolution mechanisms;
• governance arrangements: voting rights and whether the • whether the Group is exposed, or has rights, to variable
Group is represented in the governing bodies, majority returns from its involvement with the entity.
rules and veto rights; The Group exercised its judgment regarding the entities and
sub-groups described below.
Entities in which the Group has the majority of the voting rights
GRTgaz (France Infrastructures): 74.6%
In addition to the analysis of the shareholder agreement with senior management team. The French Energy Code confers
Société d’Infrastructures Gazières, a subsidiary of Caisse des certain powers on the CRE in the context of its duties to
Dépôts et Consignations (CDC), which owns 24.8% of the share control the proper functioning of the gas markets in France,
capital of GRTgaz, the Group also assessed the rights granted including verifying the independence of the members of the
to the French Energy Regulatory Commission (Commission de Board of Directors and senior management and assessing the
régulation de l’énergie – CRE). As a regulated activity, GRTgaz choice of investments. The Group considers that it exercises
has a dominant position on the gas transportation market in control over GRTgaz and its subsidiaries (including Elengy) in
France. Accordingly, since the transposition of the Third view of its current ability to appoint the majority of the
European Directive of July 13, 2009 into French law (Code de members of the Board of Directors and take decisions about
l’énergie – Energy Code) on May 9, 2011, GRTgaz has been the relevant activities, especially in terms of the level of
subject to independence rules as concerns its directors and investment and planned financing.
Entities in which the Group does not have the majority of the voting rights
In the entities in which the Group does not have a majority of • governance arrangements: representation in the governing
the voting rights, judgment is exercised with regard to the body with strategic and operational decision-making power
following items, in order to assess whether there is a over the relevant activities;
situation of de facto control: • rules for appointing key management personnel;
• dispersion of the shareholding structure: number of voting • contractual relationships and material transactions.
rights held by the Group relative to the number of rights The main fully consolidated entities in which the Group does
held respectively by the other vote holders and their not have the majority of the voting rights are Compagnie
dispersion; Nationale du Rhône (49.98%) and Gaztransport & Technigaz
• voting patterns at shareholders' meetings: the percentages (40.4%).
of voting rights exercised by the Group at shareholders'
meetings in recent years;

Compagnie Nationale du Rhône (“CNR” – France excluding Infrastructures): 49.98%

The Group holds 49.98% of the share capital of CNR, with CDC capital. However, the Group considers that it exercises de
holding 33.2%, and the balance (16.82%) being dispersed facto control as it holds the majority of the voting rights
among around 200 local authorities. In view of the current exercised at shareholders’ meetings due to the widely
provisions of the French “Murcef” law, under which a majority dispersed shareholding structure and the absence of evidence
of CNR's share capital must remain under public ownership, of the minority shareholders acting in concert.
the Group is unable to hold more than 50% of the share
Gaztransport & Technigaz (“GTT” – Others): 40.4%
Since GTT's initial public offering in February 2014, ENGIE has exercised at shareholders’ meetings in view of the widely
been the largest shareholder in the company with a dispersed shareholding structure and the absence of evidence
40.4% stake, the free float representing around 59% of the of minority shareholders acting in concert. The Group
share capital. The Group holds the majority of the seats on therefore considers that it exercises de facto control over
the Board of Directors and the majority of the voting rights GTT, based on an IFRS 10 criteria.
2.3 Subsidiaries with material non-controlling interests

The following table shows the non-controlling interests in and December 31, 2019, as well as the dividends paid to
Group entities that are deemed to be material, the respective non-controlling interests of these significant subsidiaries:
contributions to equity and net income at December 31, 2020
Percentage
interest of Net income/(loss) Equity of Dividends paid
non–controlling of non-controlling non–controlling to non-controlling
interests interests interests interests
In millions of euros Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
Corporate name Activity 2020 2019 2020 2019 2020 2019 2020 2019
GRTgaz Group Regulated gas 25.4 25.4 95 89 1,029 1,076 80 120
(France Infrastructures, transportation activities
France) and management
o LNG terminals
ENGIE Energía Chile Electricity distribution 40.0 47.2 67 54 716 926 24 52
Group (Latin America, and generation –
Chile) (1) thermal power plants
ENGIE Romania Group Distribution of natural 49.0 49.0 49 47 563 533 10 14
(Rest of Europe, Romania) gas, Energy sales
ENGIE Brasil Energia Electricity distribution 31.3 31.3 144 177 411 520 87 94
Group (Latin America, and generation
Brazil) (1)
ENGIE Energía Perú Electricity distribution 38.2 38.2 29 36 368 393 20 22
(Latin America, Peru) (1) and generation – thermal
and hydroelectric power
plants
ENGIE Jupiter Group Electricity distribution 49.0 - 51 - 394 - - -
(North America, and generation
United States)
Gaztransport & Technigaz Naval engineering, 59.6 59.6 93 75 343 343 94 73
(Other, France) (1) cryogenic membrane
containment systems
for LNG transportation
Other subsidiaries with non-controlling interests 115 186 1,087 1,159 109 78
TOTAL 644 664 4,911 4,950 425 453
(1) Engie Energia Chile, Engie Brasil Energia, Gaztransport & Technigaz and Engie Energia Perú are listed in their respective countries

2.3.1 Condensed financial information on subsidiaries with material non-controlling interests

The condensed financial information concerning these subsidiaries presented in the table below is based on a 100% interest and
is shown before intragroup eliminations.
ENGIE Energía ENGIE

GRTgaz Group Chile Group Romania Group
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
In millions of euros 2020 2019 2020 2019 2020 2019
Income statement
Revenues 2,275 2,275 1,107 1,180 1,545 1,436
Net income/(loss) 343 274 142 103 100 95
Net income/(loss) Group share 247 236 75 49 51 49
Other comprehensive income/(loss) – Owners of the parent (91) (77) (88) 9 (10) (13)
TOTAL COMPREHENSIVE INCOME/(LOSS) –
OWNERS OF THE PARENT 157 159 (14) 59 41 36
Current assets 826 689 498 546 520 613
Non-current assets 10,167 10,403 2,677 2,707 843 809
Current liabilities (1,044) (1,016) (252) (322) (156) (277)
Non-current liabilities (6,113) (6,097) (1,146) (1,025) (67) (65)
TOTAL EQUITY 3,836 3,979 1,776 1,907 1,140 1,080
TOTAL NON-CONTROLLING INTERESTS 1,029 1,076 716 926 563 533
Cash flow from operating activities 1,082 967 308 467 181 71
Cash flow from (used in) investing activities (410) (495) (230) (144) (88) (77)
Cash flow from (used in) financing activities (673) (480) (81) (171) (59) (34)
TOTAL CASH FLOW FOR THE PERIOD (1)
(1) (8) (2) 152 34 (40)
(1) Excluding effects of changes in exchange rates and other

Engie Jupiter Group

ENGIE Brasil Gaztransport (North America,
Energia Group ENGIE Energía Perú & Technigaz United States)
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
In millions of euros 2020 2019 2020 2019 2020 2019 2020 2019
Income statement
Revenues 2,065 2,207 424 479 395 289 20 3
Net income/(loss) 550 623 76 94 156 126 (51) 82
Net income/(loss) Group share 405 446 47 58 63 51 (101) 82
Other comprehensive income/ (687) (93) (53) 12 - (1) (74) (1)
(loss) – Owners of the parent
TOTAL COMPREHENSIVE (282) 353 (6) 70 63 51 (175) 81
INCOME/(LOSS) – OWNERS
OF THE PARENT
Statement of financial
position
Current assets 1,262 1,533 267 295 326 343 314 81
Non-current assets 4,627 5,792 1,550 1,714 428 452 2,663 534
Current liabilities (859) (1,345) (149) (177) (140) (174) (287) (42)
Non-current liabilities (3,434) (3,757) (703) (802) (39) (46) (1,358) (293)
TOTAL EQUITY 1,596 2,224 965 1,029 575 575 1,332 279
TOTAL NON-CONTROLLING 411 520 368 393 343 343 394 -
INTERESTS
Cash flow from operating 869 1,045 197 237 152 139 186 13
activities
Cash flow from (used in) (758) (1,136) (17) (22) (21) (10) (151) (30)
investing activities
Cash flow from (used in) 2 436 (171) (199) (158) (122) 49 88
financing activities
TOTAL CASH FLOW 113 345 9 16 (27) 7 83 72
FOR THE PERIOD (1)
(1) Excluding effects of changes in exchange rates and other
NOTE 3 Investments in equity method entities
The Group accounts for its investments in associates (entities over which the Group has significant influence) and joint
ventures using the equity method. Under IFRS 11 – Joint Arrangements, a joint venture is a joint arrangement whereby the
parties that have joint control of the arrangement have rights to the net assets of the arrangement.

The respective contributions of associates and joint ventures in the statement of financial position, the income statement and the
statement of comprehensive income at December 31, 2020 and December 31, 2019 are as follows:

Investments in associates 3,017 4,646
Investments in joint ventures 3,743 4,570
INVESTMENTS IN EQUITY METHOD ENTITIES 6,760 9,216
Income statement
Share in net income/(loss) of associates 184 255
Share in net income/(loss) of joint ventures 369 245
SHARE IN NET INCOME/(LOSS) OF EQUITY METHOD ENTITIES 552 500
Statement of comprehensive income
Share of associates in “Other comprehensive income/(loss)” (28) (123)
Share of joint ventures in “Other comprehensive income/(loss)” (284) (158)
SHARE OF EQUITY METHOD ENTITIES IN “OTHER COMPREHENSIVE INCOME/(LOSS)” (312) (281)
Significant judgments
The Group primarily considers the following information and • deadlock resolution mechanisms;
criteria in determining whether it has joint control or • whether the Group is exposed, or has rights, to variable
significant influence over an entity: returns from its involvement with the entity.
• governance arrangements: whether the Group is This can also involve analyzing the Group’s contractual
represented in the governing bodies, majority rules and relations with the entity, in particular the conditions in
veto rights; which these contracts are entered into, their duration as
• the nature of substantive or protective rights granted to well as the management of conflicts of interest that may
shareholders, relating to the entity’s relevant activities. arise when the entity’s governing body casts votes.
This can be difficult to determine in the case of “project The Group exercised its judgment regarding the following
management” or “one-asset” entities, as certain decisions entities and sub-groups:
concerning the relevant activities are made upon the creation
of the joint arrangement and remain valid throughout the
project. Accordingly, the rights’ analysis relates to the relevant
residual activities of the entity (those that significantly affect
the variable returns of the entity);
Project management entities in the Middle East

The significant judgments made in determining the control over these entities, since the decisions taken
consolidation method to be applied to these project throughout the term of the project about the relevant
management entities related to the risks and rewards relating activities such as refinancing, or the renewal or amendment
to contracts between ENGIE and the entity concerned, as well of significant contracts (sales, purchases, operating and
as an analysis of the residual relevant activities over which maintenance services) require, depending on the case, the
the entity retains control after its creation. The Group unanimous consent of two or more parties sharing control.
considers that it exercises significant influence or joint
SUEZ Group
The Group exercised significant influence over SUEZ Group until October 6, 2020, when the Group sold a 29.9% stake in SUEZ (see
Note 4.1 “Disposals carried out in 2020”).
Joint ventures in which the Group holds an interest of more than 50%
Tihama (60%)
ENGIE holds a 60% stake in the Tihama cogeneration plant in the preparation of the budget and amendments to major
Saudi Arabia and its partner Saudi Oger holds 40%. The Group contracts, etc., require the unanimous consent of the parties
considers that it has joint control over Tihama since the sharing control.
decisions about its relevant activities, including for example
Transportadora Associada de Gás S.A. (“TAG” – Latin America): 65.0% holding interest (directly and indirectly) representing a net
interest in of 54.8%
The Group exercises joint control over TAG since the decisions majority vote requiring the agreement of ENGIE and CDPQ.
about its relevant activities, including for example the Consequently, this investment is accounted for using the
preparation of the budget and medium-term plan, equity method.
investments, operations and maintenance, etc., are taken a

Joint control – difference between joint ventures and joint operations

Classifying a joint arrangement requires the Group to use its other facts and circumstances must give rise to direct
judgment to determine whether the entity in question is a enforceable rights to the assets, and obligations for the
joint venture or a joint operation. IFRS 11 requires an liabilities, of the joint arrangement.
analysis of “other facts and circumstances” when determining In view of this position and its application to our analyses, the
the classification of jointly controlled entities. Group has no material joint operations at December 31, 2020.
The IFRS Interpretations Committee (IFRS IC) (November 2014)
decided that for an entity to be classified as a joint operation,
3.1 Investments in associates

3.1.1 Contribution of material associates and of associates that are not material to the Group taken individually
The table hereafter shows the contribution of each material The Group used qualitative and quantitative criteria to
associate along with the aggregate contribution of associates determine material associates. These criteria include the
deemed not material taken individually, in the consolidated contribution to the consolidated line items “Share in net
statement of financial position, income statement, statement income/(loss) of associates” and “Investments in associates”,
of comprehensive income, and the “Dividends received from the total assets of associates in Group share, and associates
equity method entities” line of the statement of cash flows. carrying major projects in the study or construction phase for
which the related investment commitments are material.
Percentage Other
interest of Carrying amount Share in net comprehensive Dividends
investments in of investments income/(loss) of income/(loss) of received from
associates in associates associates associates associates
In millions of euros Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
Corporate name Activity Capacity 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
SUEZ Group Water - 32.06 - 1,953 - 113 - (37) - 129
(Other) (1) and waste
processing
Project Gas-fired - 803 950 184 79 (60) (96) 107 77
management power
entities in the plants and
Middle East seawater
(Middle-East, desalination
Asia & Africa, facilities
Saudi Arabia,
Bahrain, Qatar,
United Arab
Emirates, Oman,
Kuwait) (2)
Hydroelectric Hydro 1,688 40.00 516 (6) (11) -
portfolio power plant MW
in Portugal
Energia Hydro 3,750 40.00 40.00 475 659 (17) (49) - - - -
Sustentável power plant MW
Do Brasil
(Latin America,
Brazil)
GASAG (Rest of Gas 31.57 31.57 239 233 12 16 15 (17) 16 9
Europe, Germany) and heat
networks
Other investments in 984 852 9 96 27 27 145 61
associates that are not
material taken individually
INVESTMENTS IN ASSOCIATES 3,017 4,646 184 255 (28) (123) 268 277
(1) On October 6, 2020, the Group sold 29.9% of its interest in the SUEZ Group (see Note 4.1 “Disposals carried out in 2020”). Following
this disposal, the Group's residual stake in the SUEZ Group is presented in equity instruments
(2) Investments in associates operating gas-fired power plants and seawater desalination facilities in the Arabian Peninsula have been
grouped together under “Project management entities in the Middle East”. This includes around 40 associates operating thermal power
plants with a total installed capacity of 27,494 MW (at 100%)
These associates have fairly similar business models and joint arrangements: the project management entities selected as a result of a
competitive bidding process develop, build and operate power generation plants and seawater desalination facilities. The entire output of
these facilities is sold to government-owned companies under power and water purchase agreements, over periods generally spanning
20 to 30 years
In accordance with their contractual arrangements, the corresponding plants are recognized as property, plant and equipment or as
financial receivables whenever substantially all of the risks and rewards associated with the assets are transferred to the buyer of the
output. This treatment complies with IFRIC 4 and IFRS 16. The shareholding structure of these entities systematically includes a
government-owned company based in the same country as the project management entity. The Group’s percentage interest and
percentage voting rights in each of these entities varies between 20% and 50%

The share in net income/(loss) of associates includes a net mainly including changes in the fair value of derivative
non-recurring loss for a total amount of €131 million in 2020 instruments and disposal gains and losses, net of tax (see
(compared to a net non-recurring loss of €79 million in 2019), Note 5.3 “Net recurring income Group share”).
3.1.2 Financial information regarding material associates

The tables below provide condensed financial information for the assets and liabilities of the associate performed at the
the Group's main associates. The amounts shown have been acquisition date at the level of ENGIE, as required by IAS 28.
determined in accordance with IFRS, before the elimination of All amounts are presented based on a 100% interest with the
intragroup items and after (i) adjustments made in line with exception of “Total equity attributable to ENGIE”.
Group accounting policies and (ii) fair value measurements of
Total
Other compre-
Net comprehensive Non- Non- Total equity
income/ hensive income/ Current current Current current Total % interest attributable
In millions of euros Revenues (loss) income (loss) assets assets liabilities liabilities equity of Group to ENGIE
AT DECEMBER 31, 2020
Project
management
entities in the
Middle East 4,082 769 (255) 514 2,885 18,321 3,925 14,338 2,944 - 803
Energia
Sustentável
Do Brasil 454 (41) - (41) 153 2,897 1,863 (2) 1,189 40.00 475
Hydroelectric
portfolio
in Portugal - (14) (26) (41) 37 2,202 16 934 1,289 40.00 516
GASAG 1,205 40 47 87 921 1,944 1,872 234 758 31.57 239
SUEZ Group (1) 18,015 352 (58) 294 11,481 24,153 12,098 14,248 9,288 32.06 1,953
Project
management
entities in the
Middle East 3,778 390 (409) (19) 2,851 21,053 3,543 16,644 3,717 - 950
Energia
Sustentável
Do Brasil 578 (123) - (123) 204 4,137 304 2,388 1,648 40.00 659
GASAG 1,251 51 (54) (2) 850 1,847 1,757 203 736 31.57 233
(1) The SUEZ group was sold on October 6, 2020 to VEOLIA
3.1.3 Transactions between the Group and its associates

The data below set out the impact of transactions with associates on the Group's 2020 consolidated financial statements.
Purchases Net financial

of goods Sales of income Trade Loans and Trade
and goods and (excluding and other receivables at and other Borrowings
In millions of euros services services dividends) receivables amortized cost payables and debt
Project management entities
in the Middle East (1) 178 (1) 33 114 2 -
Contassur (1) - - - 187 2 - -
Energia Sustentável Do Brasil 109 - - - - 8 -
Hydroelectric portfolio in Portugal - 3 - 1 120 - -
Other - 24 16 27 180 12 32
AT DECEMBER 31, 2020 108 205 15 248 416 21 32
(1) Contassur is a life insurance company accounted for using the equity method. Contassur offers insurance contracts, chiefly with pension
funds that cover post-employment benefit obligations for Group employees and also employees of other companies mainly engaged in
regulated activities in the electricity and gas sector in Belgium. Insurance contracts entered into by Contassur represent reimbursement
rights recorded within “Other assets” in the statement of financial position. These reimbursement rights totaled €187 million at
December 31, 2020 (€161 million at December 31, 2019)

3.2 Investments in joint ventures

3.2.1 Contribution of material joint ventures and of joint ventures that are not material to the Group taken
individually
The table below shows the contribution of each material joint The Group used qualitative and quantitative criteria to
venture along with the aggregate contribution of joint determine material joint ventures. These criteria include the
ventures deemed not material taken individually to the contribution to the line items “Share in net income/(loss) of
consolidated statement of financial position, income joint ventures” and “Investments in joint ventures”, the
statement, statement of comprehensive income, and the Group’s share in the total assets of joint ventures, and joint
“Dividends received from equity method entities” line of the ventures conducting major projects in the study or
statement of cash flows. construction phase for which the related investment
commitments are material.
Percentage Carrying
interest of amount of Share in net Other Dividends
investments in investments in income/(loss) of comprehensive received from
joint ventures joint ventures joint ventures income joint ventures
In millions of euros Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
Corporate name Activity Capacity 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Transportadora Gas 65.00 58.50 803 1,364 177 44 (233) (71) 231 159
Associada de Gás S.A. transmission
(TAG) (Latin America, network
Brazil)
National Central District 40.00 40.00 702 740 52 42 - - 27 24
Cooling Company cooling
“Tabreed” (Middle- networks
East, Asia & Africa,
Abu Dhabi)
EcoÉlectrica (USA & Combined- 530 MW 50.00 50.00 329 395 35 25 - - 70 59
Canada, Puerto Rico) cycle gas-
fired power
plant and
LNG terminal
Portfolio of power Electricity 2,918 50.00 50.00 278 312 34 39 - (2) 69 50
generation assets generation MW
in Portugal (Rest of
Europe, Portugal)
WSW Energie und Electricity 142 MW 33.10 33.10 206 207 6 (4) - - 7 4
Wasser AG (Rest of distribution
Europe, Germany) and
generation
Iowa University Services 33.10 - 190 2 (1) -
partnership (USA
& Canada)
Tihama Power Electricity 1,599 60.00 60.00 93 108 19 32 (4) (5) 21 86
Generation Co generation MW
(Middle-East, Asia &
Africa, Saudi Arabia)
Ohio State Energy Services 50.00 50.00 76 114 6 2 (24) (10) 12 9
Partners
(USA & Canada)
Megal GmbH Gas 49.00 49.00 71 79 2 2 - - 10 14
(France Infrastructures, transmission
Germany) network
Transmisora Electricity 50.00 50.00 67 80 5 7 (13) (10) - -
Eléctrica del Norte transmission
(Latin America, Chile) line
Other investments in joint ventures 929 1,171 32 55 (9) (61) 15 35
that are not material taken
individually
INVESTMENTS IN JOINT VENTURES 3,743 4,570 369 245 (284) (158) 461 439

The share in net income/(loss) of joint ventures includes non- fair value of derivatives, impairment losses and disposal
recurring loss of €6 million in 2020 (non-recurring loss of gains and losses, net of tax (see Note 5.3 “Net recurring
€14 million in 2019), resulting chiefly from changes in the income Group share”).
3.2.2 Financial information regarding material joint ventures

The amounts shown have been determined in accordance the level of ENGIE, as required by IAS 28. All amounts are
with IFRS before the elimination of intragroup items and after presented based on a 100% interest with the exception of
(i) adjustments made in line with Group accounting policies “Total equity attributable to ENGIE” in the statement of
and (ii) fair value measurements of the assets and liabilities financial position.
of the joint venture performed at the date of acquisition at
Information on the income statement and statement of comprehensive income
Depreciation
and amortization
on intangible Net
assets and financial Net Other Total
property, plant income/ Income tax income/ comprehensive comprehensive
In millions of euros Revenues and equipment (loss) expense (loss) income income/(loss)
Transportadora Associada 1,018 (260) (245) (99) 272 (346) (74)
de Gás S.A.
National Central Cooling 417 (46) (38) - 130 - 130
Company “Tabreed”
EcoÉlectrica 274 (42) - (2) 70 - 70
Portfolio of power 307 (65) (25) (30) 79 (1) 78
generation assets in Portugal
WSW Energie und Wasser AG 703 (13) (2) (14) 18 1 19
Iowa University partnership 24 - (17) - 5 (3) 3
Tihama Power Generation Co 113 (5) (16) (6) 31 (6) 25
Ohio State Energy Partners 165 - (43) - 12 (49) (37)
Megal GmbH 123 (69) (4) 2 3 - 3
Transmisora Eléctrica del 65 - (26) (4) 10 (27) (18)
Norte
Transportadora Associada 655 (191) (191) (52) 88 (121) (34)
de Gás S.A.
National Central Cooling 370 (41) (44) - 105 - 105
EcoÉlectrica 308 (69) - (2) 50 - 50
Portfolio of power 426 (67) (29) (36) 93 (7) 86
generation assets in Portugal
WSW Energie und Wasser AG 729 (12) (2) 6 (11) - (11)
Tihama Power Generation Co 42 (5) (23) (8) 54 (8) 46
Ohio State Energy Partners 121 - (44) - 4 (20) (15)
Megal GmbH 123 (69) (4) 3 4 - 4
Transmisora Eléctrica 76 - (30) (5) 15 (21) (6)
del Norte

Information on the statement of financial position
Other %
Cash and Other Non- Other non- interest Total equity
cash current current Short-term current Long-term current Total of attributable
In millions of euros equivalents assets assets borrowings liabilities borrowings liabilities equity Group to ENGIE
Transportadora Associada 69 277 5,737 514 88 3,524 720 1,235 58.50 803
de Gás S.A.
National Central Cooling 87 131 2,408 - 169 702 - 1,754 40.00 702
EcoÉlectrica 26 60 598 (6) 17 - 16 657 50.00 329
Portfolio of power generation 203 601 891 174 160 635 76 650 50.00 278
assets in Portugal
WSW Energie und Wasser AG 14 51 812 40 55 87 90 606 33.10 206
Iowa University partnership 5 7 960 1 4 492 3 473 39.10 185
Tihama Power Generation Co 61 129 333 67 45 246 10 155 60.00 93
Ohio State Energy Partners 8 56 1,074 341 20 575 49 153 50.00 76
Megal GmbH 1 5 730 230 43 262 56 145 49.00 71
Transmisora Eléctrica del 42 28 698 28 4 602 - 133 50.00 67
Norte
Transportadora Associada 86 329 7,844 595 86 4,616 629 2,331 58.50 1,364
de Gás S.A.
National Central Cooling - 143 2,671 13 184 765 - 1,851 40.00 740
EcoÉlectrica 34 97 701 (7) 29 - 21 789 50.00 395
Portfolio of power generation 232 635 1,039 176 139 770 92 728 50.00 312
assets in Portugal
WSW Energie und Wasser AG 19 59 805 37 54 94 92 606 33.10 207
Tihama Power Generation Co 56 124 432 69 26 325 13 179 60.00 108
Ohio State Energy Partners 19 1,055 89 343 25 522 43 229 50.00 114
Megal GmbH 6 2 729 210 41 262 62 162 49.00 79
Transmisora Eléctrica 43 34 774 42 4 645 - 160 50.00 80
del Norte

3.2.3 Transactions between the Group and its joint ventures

The data below set out the impact of transactions with joint ventures on the Group’s 2020 consolidated financial statements.
Net
Purchases financial Loans and
of goods Sales of income Trade and receivables Trade and
and goods and (excluding other at amortized other Borrowings
In millions of euros services services dividends) receivables cost payables and debt
EcoÉlectrica - 48 - - - - -
Portfolio of power generation - - - 1 - - -
assets in Portugal
WSW Energie und Wasser AG - 8 - 1 - 1 -
Megal GmbH 65 - - - 51 - -
Futures Energies 8 18 4 9 208 3 -
Investissements Holding
Ocean Winds - - 4 - 398 - -
Other 25 152 16 30 227 3 34
AT DECEMBER 31, 2020 98 227 24 41 884 7 34
3.3 Other information on investments accounted for using the equity method
3.3.1 Unrecognized share of losses of associates and joint ventures
Cumulative unrecognized losses of associates (corresponding These unrecognized losses correspond to the negative fair
to the cumulative amount of losses exceeding the carrying value of derivative instruments designated as interest rate
amount of investments in the associates concerned) including and commodity hedges (“Other comprehensive income/(loss)”)
other comprehensive income/(loss), amounted to €114 million contracted by associates in the Middle-East, Africa & Asia
in 2020 (€113 million in 2019). This decrease resulted from reportable segment in connection with the financing of
(i) unrecognized income for the year 2019 amounting to construction projects for power generation plants.
€0.2 million and (ii) changes in other comprehensive income.
3.3.2 Commitments and guarantees given by the Group in respect of equity method entities
At December 31, 2020, the main commitments and — an equity contribution commitment (capital/subordinated
guarantees given by the Group in respect of equity method debt) for €89 million. These commitments only concern
entities concern: entities acting as holding companies for projects in the
• Energia Sustentável do Brasil (“Jirau”), for an aggregate construction phase,
amount of BRL 4,398 million (€690 million). — letters of credit to guarantee debt service reserve
At December 31, 2020, the amount of loans granted by accounts for an aggregate amount of €198 million.
Banco Nacional de Desenvolvimento Econômico e Social, The project financing set up in certain entities can
the Brazilian Development Bank, to Energia Sustentável do require those entities to maintain a certain level of cash
Brasil amounted to BRL 10,680 million (€1,675 million). within the company (usually enough to service its debt
Each partner stands as guarantor for this debt to the extent for six months). This is particularly the case when the
of its ownership interest in the consortium; financing is without recourse. This level of cash may be
replaced by letters of credit,
• TAG for performance bonds and other guarantees for an
amount of €172 million; — collateral given to lenders in the form of pledged shares
in the project management entities, for an aggregate
• The project management entities in the Middle East and
amount of €244 million,
Africa, for an aggregate amount of €851 million.
— performance bonds and other guarantees for an amount
Commitments and guarantees given by the Group in
of €320 million.
respect of these project management entities chiefly
correspond to:
NOTE 4 Main changes in Group structure
In accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations, assets or groups of assets held for
sale are presented separately on the face of the statement of financial position and are measured and accounted for at the
lower of their carrying amount and fair value less costs to sell.
An asset is classified as “held for sale” when its sale is highly probable within twelve months from the date of classification,
when it is available for immediate sale under its present condition and when the management is committed to a plan to sell
the asset and an active program to locate a buyer and complete the plan has been initiated. To assess whether a sale is highly
probable, the Group takes into consideration among other things indications of interest and offers received from potential
buyers as well as specific execution risks attached to certain transactions.
Furthermore, assets or group of assets are presented as discontinued operations in the Group’s consolidated financial
statements when they are classified as “held for sale” and represent a separate major line of business under IFRS 5.

4.1 Disposals carried out in 2020

4.1.1 Impact of the main disposals and sale agreements in 2020
The table below shows the impact of the main disposals and sale agreements of 2020 on the Group’s net debt, excluding partial
disposals with respect to DBSO (1) activities:
In millions of euros Disposal price Reduction in net debt

Disposal of a share of ENGIE's interest in SUEZ – France 3,348 3,348
Disposal of ENGIE's interest in Astoria 1 and Astoria 2 – United States 375 375
Other disposals that are not material taken individually 425 423
TOTAL 4,148 4,146
Additional disposals in the process of completion at December 31, 2020 are described in Note 4.2 “Assets held for sale” and
other significant strategic reviews underway are described in Note 4.3 “Other planned transactions”.
4.1.2 Disposal of a portion of ENGIE's interest in SUEZ SA

On October 5, 2020, the Group accepted an offer from the This transaction reduced the Group’s net financial debt by
Veolia group to acquire a 29.9% interest in SUEZ SA. After the €3,348 million. The disposal gain before tax, combined with
transaction, which was completed on October 6, 2020, the the revaluation gain on the remaining interest, amounted to
Group still held a non-consolidated interest of 1.8% in €1,735 million in 2020.
SUEZ SA.
4.1.3 Disposal of ENGIE's interests in Astoria 1 and 2 (United States)

On June 18, 2020, the Group completed the sale of its The effects of the transaction have reduced the Group’s net
respective 44.8% and 27.5% interests in the Astoria 1 and financial debt by €375 million. The disposal gain before tax
Astoria 2 gas-fired power plants to a consortium. amounted to €95 million in 2020.
4.2 Assets held for sale

Total “Assets classified as held for sale” and total “Liabilities directly associated with assets classified as held for sale” amounted
to €1,292 million and €488 million, respectively, at December 31, 2020.

Property, plant and equipment, net and intangible assets 992 378
Other assets 299 90
TOTAL ASSETS CLASSIFIED AS HELD FOR SALE 1,292 468
Borrowings and debt 297 26
Other liabilities 190 65
TOTAL LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD
FOR SALE 488 92
The assets related to green gas production in France recorded as interest in EV Charged BV (EVBox), for which the plan to sell
“Assets classified as held for sale” at December 31, 2019 were the majority of the Group’s shares was announced in
sold in 2020 (see Note 4.1 “Disposals carried out in 2020”). December 2020. These transactions are expected to be
“Assets classified as held for sale” at December 31, 2020 completed in 2021. Given the expected capital gains from the
corresponds to renewable energy assets in India and Mexico disposals, no significant value adjustment has been recorded.
(the sale of which is highly probable but remains subject to
various approvals being obtained), as well as the Group’s
4.3 Other planned transactions

On July 31, 2020, the Group announced a significant increase will result in: (i) the preservation of Client Solutions
to its asset portfolio rotation program which, in the medium businesses focused on the production of low-carbon energy,
term, could more than double the previously announced energy infrastructure and related services providing
target of around €4 billion. sophisticated, integrated and large-scale solutions for cities,
In this context, the Group has begun a strategic review of its communities and industries, and (ii) for the other Client
Client Solutions assets with a view to maximizing their value Solutions businesses, the creation of a new entity with a
and strengthening their leadership positions to seize future leadership position in asset-light businesses and related
growth opportunities thanks to a consistent scope and services, aimed at eventually becoming independent from
appropriate organization, taking into account three main ENGIE. The entity will specialize in two business models:
criteria: business model, business type and potential for design and construction projects and recurring operating/
development in each geographical area. This strategic review maintenance services.
(1) Develop, Build, Share and Operate, a model used in renewable energies based on continuous rotation of capital employed

On November 13, 2020, ENGIE also announced that it was Given the status of these strategic reviews at December 31,
beginning a strategic review of its interest in GTT, in which it 2020, the conditions for reclassifying the assets in question
holds a 40.4% interest. ENGIE will consider selling all or part as “Assets classified as held for sale” have not been met.
of its interest, either by way of a formal process of sale to a
third party or on the markets.
4.4 Acquisitions carried out in 2020

In total, acquisitions carried out in 2020 had an impact of 35%. Following the transaction, ENGIE retains joint control
€2.5 billion on net financial debt, including in particular: with CDPQ over the investment, which is still accounted for
• ENGIE and Meridiam, its 50/50 partner, finalized the using the equity method. The impact of the transaction on
transaction allowing them to operate a 50-year concession the Group’s net debt was approximately €112 million;
with the University of Iowa (UI) relating to energy • in addition, with its consortium partners Crédit Agricole
efficiency, water management and, more generally, Assurances and Mirova (a subsidiary of Natixis Investment
sustainability. The company, whose control is shared Managers), the Group finalized the acquisition of Portugal’s
between the partners, has also issued preference shares second largest hydroelectric portfolio from EDP. ENGIE
held by Hannon Armstrong. ENGIE has accounted for this owns 40% of the consortium, while Crédit Agricole
investment using the equity method. The impact of the Assurances and Mirova, through managed funds, own 35%
transaction on the Group’s net debt was approximately and 25%, respectively. The impact of the transaction on
€204 million; ENGIE’s net debt was approximately €652 million. This
• ENGIE and its partner, Caisse de dépôt et placement du investment is accounted for using the equity method.
Québec (CDPQ), finalized their acquisition of the remaining The Group carried out various other acquisitions in 2020
10% stake in Transportadora Associada de Gás S.A. (TAG), which together account for the rest of the €2.5 billion impact,
previously held by PETROBRAS. This acquisition brought mainly of non-controlling interests in the Fos Cavaou LNG
ENGIE’s total interest in TAG to 65% (of which half is held terminal in France, in Renvico in France and Italy, and in a
by ENGIE Brasil Energia), while CDPQ holds the remaining concession in electric power transportation in Brazil.
NOTE 5 Financial indicators used in financial communication

The purpose of this note is to present the main non-GAAP financial indicators used by the Group as well as their reconciliation
with the indicators of the IFRS consolidated financial statements.
5.1 EBITDA
The reconciliation between EBITDA and current operating income including operating MtM and share in net income of equity
method entities is as follows:

Current operating income including operating MtM and share in net income 4,640 5,300
of equity method entities
Mark-to-market on commodity contracts other than trading instruments (199) 426
Net depreciation and amortization/Other 4,648 4,497
Share-based payments (IFRS 2) 50 51
Non-recurring share in net income of equity method entities 137 93
EBITDA 9,276 10,366
5.2 Current operating income (COI)

From January 1, 2020, in order to be consistent with the definitions of EBITDA and net recurring income Group share, in line
with ENGIE's accounting policies, the Group has revised its definition of the performance management indicator “current
operating income Recurring” (COI) by excluding from it the non-recurring share of net income of equity method entities.

The reconciliation between the old and the new definition of current operating income (COI) as of December 31, 2019 is
presented below:
Non-recurring share in net income

In millions of euros Dec. 31, 2019 published of equity method entities Dec. 31, 2019 restated
Current Operating Income (COI) 5,726 93 5,819
The reconciliation between current operating income (COI) and current operating income including operating MtM and share in
net income of equity method entities is as follows:

Current operating income including operating MtM and share in net income
of equity method entities 4,640 5,300
(-) Mark-to-market on commodity contracts other than trading instruments (199) 426
(-) Non-recurring share in net income of equity method entities 137 93
CURRENT OPERATING INCOME (COI) 4,578 5,819
5.3 Net recurring income Group share

Net recurring income Group share is a financial indicator used by the Group in its financial reporting to present net income Group
share adjusted for unusual or non-recurring items.
The reconciliation of net income/(loss) with net recurring income Group share is as follows:

NET INCOME/(LOSS) GROUP SHARE (1,536) 984
Net income attributable to non-controlling interests 644 664
Net income/(loss) (893) 1,649
Reconciliation items between “Current operating income including
operating MtM and share in net income of equity method entities”
and “Income/(loss) from operating activities” 3,139 1,623
Impairment losses 9.1 3,551 1,770
Restructuring costs 9.2 343 218
Changes in scope of consolidation 9.3 (1,640) (1,604)
Other non-recurring items 9.4 886 1,240
Other adjusted items 109 154
Mark-to-market on commodity contracts other than trading instruments 8.1 (199) 426
Ineffective portion of derivatives qualified as fair value hedges 10 - 3
Gains/(losses) on debt restructuring and early unwinding of derivative
financial instruments 10 29 (6)
Change in fair value of derivatives not qualified as hedges and ineffective
portion of derivatives qualified as cash flow hedges 10 158 223
Non-recurring income/(loss) from debt instruments and equity instruments 10 69 (115)
Other adjusted tax impacts (85) (470)
Non-recurring income/(loss) included in share in net income
of equity method entities 137 93
Net recurring income 2,355 3,426
Net recurring income attributable to non-controlling interests 652 743
NET RECURRING INCOME GROUP SHARE 1,703 2,683

5.4 Industrial capital employed

The reconciliation of industrial capital employed with items in the statement of financial position is as follows:

(+) Property, plant and equipment and intangible assets, net 57,085 58,996
(+) Goodwill 15,943 18,665
(-) Goodwill Gaz de France – SUEZ and International Power (1) (7,472) (7,650)
(+) IFRIC 4, IFRS 16 and IFRIC 12 receivables 1,827 1,737
(+) Investments in equity method entities 6,760 9,216
(-) Goodwill arising on the International Power combination (1)
(141) (154)
(+) Trade and other receivables, net 14,295 15,180
(-) Margin calls (1) (2) (1,585) (2,023)
(+) Inventories 4,140 3,617
(+) Assets from contracts with customers 7,764 7,831
(+) Other current and non-current assets 9,386 10,601
(+) Deferred tax (3,536) (3,771)
(+) Cancellation of deferred tax on other recyclable items (1) (2) (543) (571)
(-) Provisions (27,073) (25,115)
(+) Actuarial gains and losses in shareholders' equity (net of deferred tax) (1) 4,553 3,507
(-) Trade and other payables (17,307) (19,109)
(+) Margin calls (1) (2) 982 1,996
(-) Liabilities from contracts with customers (4,354) (4,330)
(-) Other current and non-current liabilities (14,579) (14,298)
INDUSTRIAL CAPITAL EMPLOYED 46,146 54,325
(1) For the purpose of calculating industrial capital employed, the amounts recorded in respect of these items have been adjusted from
those appearing in the statement of financial position
(2) Margin calls included in “Trade and other receivables, net” and “Trade and other payables” correspond to advances received or paid
as part of collateralization agreements set up by the Group to manage counterparty risk on commodity transactions
5.5 Cash flow from operations (CFFO)

The reconciliation of cash flow from operations (CFFO) with items in the statement of cash flows is as follows:

Cash generated from operations before income tax and working capital requirements 8,788 9,863
Tax paid (599) (575)
Change in working capital requirements (600) (1,110)
Interest received on financial assets 21 28
Dividends received on equity investments 57 67
Interest paid (665) (780)
Interest received on cash and cash equivalents 53 82
CASH FLOW FROM OPERATIONS (CFFO) 7,054 7,574

5.6 Capital expenditure (CAPEX)

The reconciliation of capital expenditure (CAPEX) with items in the statement of cash flows is as follows:

Acquisitions of property, plant and equipment and intangible assets 5,115 6,524
Acquisitions of controlling interests in entities, net of cash and cash equivalents acquired 417 864
(+) Cash and cash equivalents acquired 60 229
Acquisitions of investments in equity method entities and joint operations 1,067 1,746
Acquisitions of equity and debt instruments 1,622 595
Change in loans and receivables originated by the Group and other 374 532
(+) Other (5) 8
Change in ownership interests in controlled entities 312 12
(-) Disposal impacts relating to DBSO (1) activities (1,276) (468)
TOTAL CAPITAL EXPENDITURE (CAPEX) 7,687 10,042
(1) Develop, Build, Share & Operate; including Tax equity financing received (see Note 24 “Working capital requirements, inventories, other
assets and other liabilities”)
5.7 Net financial debt

The reconciliation of net financial debt with items in the statement of financial position is as follows:

(+) Long-term borrowings 16.2 & 16.3 30,092 30,002
(+) Short-term borrowings 16.2 & 16.3 7,846 8,543
(+) Derivative instruments – carried in liabilities 16.4 13,115 15,575
(-) Derivative instruments hedging commodities and other items (12,762) (15,350)
(-) Other financial assets 16.1 (11,599) (9,568)
(+) Loans and receivables at amortized cost not included in net 4,710 4,870
financial debt
(+) Equity instruments at fair value 1,668 1,297
(+) Debt instruments at fair value not included in net financial 3,134 1,899
debt
(-) Cash and cash equivalents 16.1 (12,980) (10,519)
(-) Derivative instruments – carried in assets 16.4 (11,065) (14,272)
(+) Derivative instruments hedging commodities and other items 10,299 13,443
NET FINANCIAL DEBT 22,458 25,919

5.8 Economic net debt

Economic net debt is as follows:

NET DEBT 16 22,458 25,919
Provisions for back-end of the nuclear fuel cycle 19 7,948 7,611
Provisions for dismantling of plant and equipment 19 7,604 7,329
Provisions for site rehabilitation 19 238 237
Post-employment benefit – Pension 20 3,174 2,427
(-) Infrastructures regulated companies (351) (93)
Post-employment benefit – Reimbursement rights 20 (187) (160)
Post-employment benefit – Other benefits 20 5,732 5,001
(-) Infrastructures regulated companies (3,602) (3,080)
Deferred tax assets for pension and related obligations 11 (2,061) (1,635)
(-) Infrastructures regulated companies 947 759
Plan assets relating to nuclear provisions, inventories of uranium,
related derivative financial instruments and a receivable of
Electrabel towards EDF Belgium 16 & 24 (4,479) (3,236)
ECONOMIC NET DEBT 37,420 41,078
NOTE 6 Segment information

As of December 31, 2020, ENGIE was organized into 25 The Group now operates on a matrix structure with the BUs
Business Units (BUs) or operating segments, which are forming the primary axis and the BLs the secondary axis.
essentially geographical, in order to remain close to its In accordance with IFRS 8, these operating segments are
customers and foster initiative. grouped into seven reportable segments to present the
Since 2019, the Group has strengthened this structure by Group's segment information. These are unchanged as of
creating four new Global Business Lines (GBLs): Client December 31, 2020: France excluding Infrastructures, France
Solutions, Networks, Renewables and Thermal which are Infrastructures, Rest of Europe, Latin America, USA & Canada,
designed to support the local teams and encourage cross- Middle East, Asia & Africa and Others. The data presented as
cutting performance by proposing an inter-BU strategy for of December 31, 2019 take into account minor changes
their business, contributing to decisions on the allocation of resulting from internal reorganizations (reallocation of ENGIE
resources between BUs, identifying and managing the key Impact and offshore wind projects to the Others segment).
cross-cutting digital and excellence programs, identifying and Due to the variety of its businesses and their geographical
implementing worldwide partnerships, and supporting, location, the Group serves a very diverse range of situations
measuring and presenting the global performance of their and customer types (industry, local authorities and individual
business activities. These GBLs plus the Supply and Nuclear customers). Accordingly, no external customer represents
business activities form the Group’s six core Business Lines individually 10% or more of the Group’s consolidated
(BLs). revenues.

6.1 Information by reportable segment

6.1.1 Definition of reportable segments
Each BU corresponds to an “operating segment” whose • economic environment in which the relevant activities
operational and financial performance is regularly reviewed operate (market maturity, growth prospects, political risks,
by the Group’s Executive Committee, which remains the etc.);
Group’s “chief operating decision maker” within the meaning • risk profiles of the activities;
of IFRS 8. The 25 BUs have now been regrouped into seven • how the activities fit into the Group’s strategy and business
reportable segments reflecting the geographic areas where model.
the Group operates:
The Group decided to organize the operating segments within
• one reportable segment corresponding to the USA & the reportable segments for the following reasons:
Canada operating segment;
• the ENGIE Solutions (divided into 3 customer segments:
• five reportable segments corresponding to groups of
Cities and Communities, Services and Proximity and
operating segments;
Industries), the France BtoC, and France Renewables
operating segments have been grouped together within the
Operating segments Reportable segments France excluding Infrastructures reportable segment,
which encompasses all the French downstream energy
NORTH AMERICA USA & CANADA
businesses (energy services and gas and electricity sales
ENGIE SOLUTIONS and distribution to BtoB, BtoT and BtoC customers), and the
Cities & Communities increasingly decentralized renewable energy generation
ENGIE SOLUTIONS
Services & Proximity FRANCE EXCLUDING activities. These are complementary unregulated
ENGIE SOLUTIONS INFRASTUCTURES businesses that are supported by a well-developed local
Industries network and primarily aim to develop a combined offering
FRANCE BtoC for local customers: energy services, decentralized
FRANCE RENEWABLES
production resources and combined gas and electricity
GRDF supply contracts. These BUs also operate within an
GRTgaz
ELENGY
FRANCE INFRASTRUCTURES environment driven by the “energy transition for green
STORENGY growth” law (LTECV);
BENELUX • the GRDF, GRTgaz, Storengy and Elengy operating
NUCLEAR segments, which comprise the gas infrastructure businesses
GENERATION EUROPE
REST OF EUROPE
mainly in France (distribution, transport, storage and LNG
UNITED KINGDOM
terminals), have been grouped together within the France
NORTH, SOUTH
AND EASTERN EUROPE Infrastructures reportable segment, as they are all
regulated businesses with similar risk profiles and margins;
LATIN AMERICA • the Benelux, Nuclear, Generation Europe, United Kingdom
LATIN AMERICA
BRAZIL
and North, South and Eastern Europe operating segments
ASIA PACIFIC have been grouped together within the Rest of Europe
CHINA reportable segment as these BUs, which comprise all of the
AFRICA MIDDLE EAST, ASIA & AFRICA
Group’s European energy activities excluding France, have
MIDDLE EAST, SOUTH
AND CENTRAL ASIA AND TURKEY a similar business mix (energy production, supply, sale and
services), operate in mature energy markets, and are
undergoing transformation as part of the energy transition,
• furthermore “Others” comprises the Group’s holding and with rapid development in renewable energy and client
corporate activities as well as operating segments that solutions;
cannot be grouped together (Global Energy Management,
• the Latin America and Brazil operating segments have been
Tractebel, GTT, Hydrogen) as well as the activities of
grouped together within the Latin America reportable
Entreprises & Collectivités (E&C) due to the specific nature of
segment, as these segments share similar growth prospects
their businesses and markets or due to their particular risk
with a substantial proportion of their revenue generated
profile.
by electricity sales under long-term agreements;
In order to determine how to group together the operating • the Asia-Pacific, China, Africa and Middle East, Southern
segments, as set out above, the Group exercised its judgment and Central Asia and Turkey operating segments have been
to decide whether two or more operating segments could be grouped together within the Middle East, Asia & Africa
grouped together in the same reportable segment. The reportable segment, as all these regions have high power
following key factors were examined to assess the similarity generation requirements and consequently represent
of the operating segments’ economic characteristics: significant growth prospects for the Group in the energy
• nature of business and services; and energy services businesses. They operate in markets
• regulatory environment; driven by the energy transition, with rapid development in
renewable energy and client solutions.
6.1.2 Description of reportable segments

• France excluding Infrastructures: encompasses the France Renewables: development, construction, financing,
activities of the following BUs: (i) ENGIE Solutions: energy operation and maintenance of all renewable power
sales and services for buildings and industry, cities and generation assets in France.
regions and major infrastructures and which designs, • France Infrastructures: encompasses the GRDF, GRTgaz,
finances, builds and operates decentralized energy Elengy and Storengy BUs, which operate natural gas
production and distribution facilities (heating and cooling transportation, storage and distribution networks and
networks) (ii) France BtoC: sales of energy and related facilities, and LNG terminals, mainly in France. They also
services to individual and professional customers, (iii) sell access rights to these terminals.

• Rest of Europe: encompasses the activities of the following based zero carbon energy solutions), as well as (v) the
BUs: (i) Nuclear (electricity generation at nuclear power Group’s holding and corporate activities which include the
plants), (ii) Benelux (the Group’s business in Belgium, the entities centralizing the Group’s financing requirements,
Netherlands and Luxembourg: renewable electricity Entreprises & Collectivités (E&C) and the contribution of the
generation, sales of natural gas and electricity and energy associate SUEZ until the sale of ENGIE's stake in
services activities), (iii) Generation Europe, which October 2020.
comprises the Group’s thermal electricity generation The main commercial relationships between the reportable
activities in Europe, (iv) United Kingdom (management of segments are as follows:
renewable energy generation assets and the portfolio of
distribution assets, supply of energy services and solutions, • relationships between the “France Infrastructures”
etc.) and (v) North, South and Eastern Europe (sales of reportable segment and the users of those infrastructures,
natural gas and electricity and related energy services and i.e. the “France excluding Infrastructures” and “Others”
solutions, operation of renewable energy generation assets, (GEM and E&C) reportable segments: services relating to
management of distribution networks). the use of the Group’s gas infrastructures in France are
billed based on regulated rates (or revenues) applicable to
• Latin America: encompasses the activities of (i) the Brazil
all users. Revenue and margins related to the GRDF
BU and (ii) the Latin America BU (Argentina, Chile, Mexico
business continue to fall within the scope of “France
and Peru). The subsidiaries concerned are involved in
Infrastructures”;
centralized power generation, including renewable energy,
gas chain activities (including infrastructure), and energy • relationships between the “Others” (GEM) reportable
services. segment and the “France excluding Infrastructures” and
“Rest of Europe” reportable segments: GEM manages the
• USA & Canada: encompasses power generation, energy
Group’s natural gas supply contracts and sells gas at market
services and natural gas and electricity sales activities in
prices to commercial companies within the “France
the United States, Canada and Puerto Rico.
excluding Infrastructures” and “Rest of Europe” reportable
• Middle East, Asia & Africa: encompasses the activities of segments. As regards electricity, GEM manages and
the following BUs: (i) Asia-Pacific (Australia, New Zealand, optimizes the power stations and sales portfolios on behalf
Thailand, Singapore and Indonesia), (ii) China, (iii) Africa of entities that hold power generation assets and deducts
(mainly Morocco and South Africa) and (iv) the Middle East, a percentage of the energy margin in return for providing
South and Central Asia and Turkey (including India and these services. The revenue and margins related to power
Pakistan). In all of these regions, the Group is active in generation activities (minus the percentage deducted by
electricity generation and sales, gas distribution and sales, GEM) are reported by the segments that hold power
energy services and seawater desalination in the Arabian generation assets (“France excluding Infrastructures” and
Peninsula. “Rest of Europe”);
• Others: encompasses the activities of (i) GEM, whose role is • relationships between the “Generation Europe” operating
to manage and optimize, on behalf of the BUs that hold segment, which is part of the “Rest of Europe” reportable
power generation assets, the Group’s physical and segment, and the commercial entities in the “France
contractual asset portfolios (excluding gas infrastructure), excluding Infrastructures” reportable segment: a portion of
particularly in the European market, to sell energy to major the power generated by thermal assets within the
pan-European and national industrial companies, and to “Generation Europe” BU is sold to commercial entities from
provide solutions related to its expertise in the financial these segments at market prices.
energy markets to third parties, (ii) Tractebel (engineering
companies specialized in energy, hydraulics and Due to the variety of its businesses and their geographical
infrastructure), (iii) GTT (specialized in the design of location, the Group serves a very diverse range of situations
cryogenic membrane confinement systems for sea and customer types (industry, local authorities and individual
transportation and storage of LNG, both onshore and customers). Accordingly, no external customer represents
offshore), (iv) Hydrogen (design of renewable hydrogen- individually 10% or more of the Group’s consolidated
revenues.
6.1.3 Key indicators by reportable segment
Revenues
Dec. 31, 2020 Dec. 31, 2019

External Intra-Group External Intra-Group
In millions of euros revenues Revenues Total revenues Revenues Total
France excluding Infrastructures 14,856 366 15,222 15,854 334 16,188
France Infrastructures 5,439 920 6,359 5,569 979 6,548
Total France 20,295 1,286 21,580 21,423 1,313 22,736
Rest of Europe 15,655 1,960 17,615 17,267 1,488 18,756
Latin America 4,774 2 4,776 5,341 1 5,342
USA & Canada 4,229 36 4,264 4,457 1 4,458
Middle East, Asia & Africa 2,382 ‐ 2,382 2,937 ‐ 2,938
Others 8,417 4,661 13,078 8,633 5,995 14,627
Elimination of internal transactions ‐ (7,945) (7,945) ‐ (8,798) (8,798)
TOTAL REVENUES 55,751 ‐ 55,751 60,058 ‐ 60,058

EBITDA

France excluding Infrastructures 1,391 1,673
France Infrastructures 3,290 3,539
Total France 4,680 5,212
Rest of Europe 1,750 1,757
Latin America 2,014 2,221
USA & Canada 245 269
Middle East, Asia & Africa 600 725
Others (14) 182
TOTAL EBITDA 9,276 10,366
Depreciation and amortization

France excluding Infrastructures (769) (761)
France Infrastructures (1,681) (1,581)
Total France (2,450) (2,343)
Rest of Europe (1,097) (1,041)
Latin America (471) (523)
USA & Canada (121) (112)
Middle East, Asia & Africa (81) (102)
Others (428) (377)
TOTAL DEPRECIATION AND AMORTIZATION (4,648) (4,497)
Share in net income of equity method entities

France excluding Infrastructures 10 18
France Infrastructures 3 3
Total France 13 21
Rest of Europe 128 62
Latin America 165 8
USA & Canada 85 60
Others (165) 103
Of which share in net income of SUEZ (148) 113
TOTAL SHARE IN NET INCOME OF EQUITY METHOD ENTITIES 552 500
Associates and joint ventures accounted for €184 million and €369 million respectively of share in net income of equity method
entities at December 31, 2020, compared to €255 million and €245 million in 2019.
Current operating income (COI)
In millions of euros Dec. 31, 2020 Dec. 31, 2019 (1)

France excluding Infrastructures 620 905
Rest of Europe 648 707
USA & Canada 124 155
Others (483) (221)
TOTAL CURRENT OPERATING INCOME (COI) 4,578 5,819
(1) Published data at December 31, 2019 have been restated due to the change in the definition of COI, which now excludes the non-
recurring share in net income of equity method entities (see Note 5.2 “Current operating income (COI)”)

Industrial capital employed

France excluding Infrastructures 7,326 7,157
Rest of Europe (1,530) 1,805
USA & Canada 3,500 3,550
Middle East, Asia & Africa 2,818 3,636
Others 4,647 6,542
Of which SUEZ equity value ‐ 2,027
TOTAL INDUSTRIAL CAPITAL EMPLOYED 46,146 54,325
Capital expenditure (CAPEX)

France excluding Infrastructures 734 1,019
Rest of Europe 2,298 1,433
USA & Canada 455 1,351
Middle East, Asia & Africa (470) 449
Others 1,393 1,547
6.2 Key indicators by Business Line

6.2.1 Definition of Business Lines
• Client Solutions: (excluding BtoC clients): encompasses energy sources such as hydroelectric, onshore wind,
services and service packages such as design, engineering, photovoltaic solar, biomass, offshore wind, geothermal and
works, operation, installation, maintenance and facility biogas. The energy produced is fed into the grid and sold
management, as well as asset management activities such either on the open or regulated market or through
as heating and cooling networks, dedicated energy electricity sale agreements.
generation assets (decentralized energy delivered directly • Thermal: encompasses all the Group’s centralized energy
to the client). It also includes the Group’s interest in the generation activities using thermal assets, whether
SUEZ group, partially sold on October 6, 2020 to VEOLIA contracted or not. It includes the operation of power plants
(see Note 4 “Main changes in Group structure”). fueled mainly by gas and coal, as well as pump-operated
• Networks: comprises the Group’s electricity and gas storage plants. The energy produced is fed into the grid
infrastructure activities and projects. These activities and sold either on the open or regulated market or through
include the management and development of (i) gas and electricity sale agreements. It includes the financing,
electricity transportation networks in Europe and Latin construction and operation of desalination plants, whether
America and natural gas distribution networks in Europe, or not connected to power plants.
Asia and the American continent, (ii) natural gas • Nuclear: encompasses all of the Group’s nuclear power
underground storage in Europe, and (iii) regasification generation activities, with seven reactors in Belgium (four
infrastructure in France and Chile. Apart from the historical in Doel and three in Tihange) and drawing rights in France.
infrastructure management activities, its asset portfolio • Supply: encompasses all the Group’s activities relating to
also contributes to the challenges of energy the sale of gas and electricity to end customers, whether
decarbonization and network greening (gradual integration professional or individual. It also includes all the Group’s
of green gas, hydrogen based projects, geothermal projects, activities in services for residential clients.
energy as a service, etc.).
• Others encompasses (i) energy management and
• Renewables: comprises all centralized renewable energy optimization activities, (ii) the GTT BU, and (iii) corporate
generation activities, including financing, construction and and holding activities.
operation of renewable energy facilities, using various

6.2.2 Key indicators by Business Line
EBITDA

Client Solutions 1,208 1,836
Networks 3,850 4,026
Renewables 1,559 1,724
Thermal 1,646 1,763
Nuclear 415 192
Supply 439 638
Others 159 186
TOTAL EBITDA 9,276 10,366
Current operating income (COI)
In millions of euros Dec. 31, 2020 Dec. 31, 2019 (1)

Client Solutions 459 1,082
Thermal 1,209 1,320
Nuclear (111) (314)
Supply 112 345
Others (224) (154)
TOTAL CURRENT OPERATING INCOME (COI) 4,578 5,819
(1) Published data at December 31, 2019 have been restated due to the change in the definition of COI, which now excludes the non-
recurring share in net income of equity method entities (see Note 5.2 “Current operating income (COI)”)
Capital expenditure (CAPEX)

Client Solutions 992 1,621
Thermal 187 517
Nuclear 1,740 636
Supply 357 457
Others 272 889
6.3 Key indicators by geographic area

The amounts set out below are analyzed by: • geographic location of consolidated companies for
• destination of products and services sold for revenues; industrial capital employed.
Revenues Industrial capital employed

In millions of euros Dec. 31, 2020 Dec. 31, 2019 (1) Dec. 31, 2020 Dec. 31, 2019 (1)
France 22,440 24,223 30,569 31,831
Belgium 5,185 5,894 (9,638) (6,026)
Other EU countries 9,960 10,428 5,867 8,363
Other European countries 4,420 5,192 2,847 490
North America 5,471 5,273 4,272 4,419
Asia, Middle East & Oceania 3,686 3,867 2,501 3,355
South America 4,201 4,759 8,918 10,920
Africa 387 422 810 971
TOTAL 55,751 60,058 46,146 54,325
(1) Comparative data presented for 2019 have been reclassified following the ratification of the Agreement on the withdrawal of the
United Kingdom from the European Union on January 31, 2020

NOTE 7 Revenues
7.1 Revenues
Revenues from contracts with customers concern revenues from contracts that fall within the scope of IFRS 15. Revenues are
recognized when the customer obtains control of goods or services promised in the contract, for the amount of consideration
to which an entity expects to be entitled in exchange for said promised goods or services.
A contractual analysis of the Group’s sale contracts has led to the application of the following revenue recognition principles:
• Gas, electricity and other energies
Revenues from sales of gas, electricity and other energies are recognized upon delivery of the power to the retail, business
or industrial customer.
Power deliveries are monitored in real time or on a deferred basis for those customers whose energy consumption is
metered during the accounting period, in which case the portion of not yet metered revenues “in the meter” is estimated on
the closing date.
• Gas, electrical and other energy infrastructures
Revenues derived by gas and electricity infrastructure operators upon providing transportation or distribution or storage
capacities, are recognized on a straight-line basis over the contract term.
In the countries where the Group acts as an energy provider (supplier) without being in charge of its distribution or
transportation, mainly in France and Belgium, an analysis of the energy sales contracts and of the related regulatory
framework is carried out to determine whether the distribution or transportation services invoiced to the customers have
to be excluded from the revenues recognized under IFRS 15.
Judgment may be exercised by the Group for this analysis in order to determine whether the energy provider acts as an
agent or a principal for the gas or electricity distribution or transportation services re-invoiced to the customers. The main
criteria used by the Group to exercise its judgment and conclude, in certain countries, that the energy provider acts as an
agent of the infrastructure operator are as follows: who is primarily responsible for fulfillment of the distribution or
transportation services? Does the energy provider have the ability to commit to capacity reservation contracts towards the
infrastructure operator? To what extent does the energy provider have discretion in establishing the price for the
distribution or transportation services?
• Constructions, installations, Operations and Maintenance (O&M), facility management (FM) and other services
Construction and installation contracts mainly concern assets built on the premises of customers such as cogeneration units,
heaters or other energy-efficiency assets. The related revenues are usually recognized according to the percentage of
completion on the basis of the costs incurred where the contracts fall within the scope of IFRS 15.
O&M contracts generally require the Group to perform services ensuring the availability of power generating facilities.
These services are performed over time and the related revenues are recognized according to the percentage of completion
on the basis of the costs incurred.
FM generally involves managing and integrating a large number of different services, outsourced by customers. The
consideration due to FM suppliers can either be fixed or variable depending on the number of hours or based on another
indicator, irrespective of the nature of the services provided. Hence, the related revenues are recognized according to the
percentage of completion on the basis of the costs incurred or of the number of hours performed.
If it is not possible to conclude from the contractual analysis that the contract falls within the scope of IFRS 15, the revenues
are accounted for as non-IFRS 15 revenues.
Revenues from other contracts, corresponding to revenues from operations that do not fall within the scope of IFRS 15,
presented in the “Others” column include lease or concession income, as well as any financial component of operating
services.
The table below shows a breakdown of revenues by type:
Sales Constructions,
of electricity Sales of services installations,
and other linked to O&M, FM and
In millions of euros Sales of gas energies infrastructures other services Others Dec. 31, 2020
France excluding Infrastructures 2,537 4,130 170 8,014 4 14,856
France Infrastructures 25 ‐ 5,210 192 12 5,439
Total France 2,563 4,131 5,380 8,206 16 20,295
Rest of Europe 2,728 5,651 312 6,918 46 15,655
Latin America 433 3,204 281 715 141 4,774
USA & Canada 166 2,506 1 1,553 2 4,229
Middle East, Asia & Africa 351 936 23 978 94 2,382
Others 2,938 3,473 110 1,257 639 8,417
TOTAL REVENUES 9,178 19,901 6,108 19,626 937 55,751

Sales Constructions,
of electricity Sales of services installations,
and other linked to O&M, FM and
In millions of euros Sales of gas energies infrastructures other services Others Dec. 31, 2019
France excluding Infrastructures 3,207 4,160 144 8,338 5 15,854
France Infrastructures 64 1 5,265 218 22 5,569
Total France 3,271 4,160 5,409 8,556 27 21,423
Rest of Europe 3,147 6,403 331 7,321 66 17,267
Latin America 559 3,840 351 457 134 5,341
USA & Canada 465 2,734 2 1,254 3 4,457
Middle East, Asia & Africa 446 1,293 44 1,053 101 2,937
Others 3,464 3,303 106 1,141 619 8,633
TOTAL REVENUES 11,351 21,732 6,244 19,781 949 60,058
7.2 Trade and other receivables, assets and liabilities from contracts with customers
On initial recognition, trade and other receivables are recorded at their transaction price as defined in IFRS 15.
A contract asset is an entity’s right to consideration in exchange for goods or services that have been transferred to a
customer but for which payment is not yet due or is contingent on the satisfaction of a specific condition stipulated in the
contract. When an amount becomes due, it is transferred to receivables.
A receivable is recorded when the entity has an unconditional right to consideration. A right to consideration is unconditional
if only the passage of time is required before payment of that consideration.
A contract liability is an entity’s obligation to transfer goods or services to a customer for which the entity has already
received consideration from the customer. The liability is derecognized upon recognition of the corresponding revenue.
Trade and other receivables and assets from contracts with customers are tested for impairment in accordance with the
provisions of IFRS 9 on expected credit losses.
The impairment model for financial assets is based on the expected credit loss model. To calculate expected losses, the Group
uses a matrix approach for trade receivables and assets from contracts with customers, for which the change in credit risk is
monitored on a portfolio basis. An individual approach is used for large customers and other large counterparties, for which
the change in credit risk is monitored on an individual basis.
See Note 17 “Risks arising from financial instruments” for the Group’s assessment of counterparty risk.
7.2.1 Trade and other receivables and assets from contracts with customers

Trade and other receivables, net 14,295 15,180
Of which IFRS 15 6,897 7,385
Of which non-IFRS15 7,398 7,795
Assets from contracts with customers 7,764 7,831
Accrued income and unbilled revenues 6,754 6,783
Energy in the meter (1) 1,010 1,048
(1) Net of advance payments
In 2020, the segments reporting the greatest amounts of assets from contracts were France excluding Infrastructures
(€2,817 million, mainly ENGIE Solutions and BtoC), Rest of Europe (€2,501 million, mainly in Benelux, Germany and the United
Kingdom) and Others (€1,086 million mainly the GEM BU).
Dec. 31, 2020 Dec. 31, 2019

Allowances Allowances
and expected and expected
In millions of euros Gross credit losses Net Gross credit losses Net
Trade and other receivables, net 15,568 (1,273) 14,295 16,277 (1,097) 15,180
Assets from contracts with customers 7,784 (20) 7,764 7,848 (17) 7,831
TOTAL 23,351 (1,292) 22,059 24,125 (1,114) 23,011

Gas and electricity in the meter

For customers whose energy consumption is metered during invoice or metering not yet billed. These estimates are in line
the accounting period, the gas supplied but not yet metered with the volume of energy allocated by the grid managers
at the reporting date is estimated based on historical data, over the same period. The average price is used to measure
consumption statistics and estimated selling prices. “gas in the meter” and takes account of the category of
For sales on networks used by a large number of grid customer and the age of the delivered unbilled “gas in the
operators, the Group is allocated a certain volume of energy meter”. The portion of unbilled revenues at the reporting date
transiting through the networks by the grid managers. As the varies according to the assumptions about volume and
final allocations are sometimes only known several months average price.
down the line, revenue figures cannot be determined with “Electricity in the meter” is also determined using a direct
absolute certainty. However, the Group has developed allocation method similar to that used for gas, but taking into
measuring and modeling tools allowing it to estimate account specific factors related to electricity consumption. It
revenues with a reasonable degree of accuracy and is also measured on a customer-by-customer basis or by
subsequently ensure that risks of error associated with customer type.
estimating quantities sold and the related revenues can be Realized but not yet metered revenues (“un-metered
considered as immaterial. revenues”) mainly related to France and Belgium for an
In France and Belgium, un-metered revenues (“gas in the amount of €3,079 million at December 31, 2020
meter”) are calculated using a direct method taking into (€3,275 million at December 31, 2019).
account customers’ estimated consumption based on the last
7.2.2 Liabilities from contracts with customers
Dec. 31, 2020 Dec. 31, 2019

In millions of euros Non-current Current Total Non-current Current Total
Liabilities from contracts with customers 39 4,315 4,354 45 4,286 4,330
Advances and downpayments received 15 2,123 2,138 11 2,190 2,201
Deferred revenues 25 2,192 2,217 34 2,096 2,129
In 2020, the segments reporting the greatest amounts of excluding Infrastructures (€2,332 million, mainly in France
revenues recognized over time due to the time lag between BtoB and BtoC) and Rest of Europe (€1,455 million, mainly in
the payments and the performance of the services, are France Benelux and in Germany).
7.3 Revenues relating to performance obligations not yet satisfied

Revenues relating to performance obligations only partially facility management contracts under which revenues are
satisfied at December 31, 2020 amounted to €15,883 million. recognized over time. The Benelux, Tractebel Engineering and
They mainly concern the United Kingdom (€7,337 million) and North, South and Eastern Europe BUs will also be recognizing
ENGIE Solutions (€5,250 million) BUs. These BUs handle a revenues over the next three years for performance
large number of construction, installation, maintenance and obligations satisfied over time.
NOTE 8 Operating expenses
Operating expenses include:
• purchases and operating derivatives including:
— the purchase of commodities and associated costs (infrastructure, transport, storage, etc.),
— the realized impact, as well as the change in fair value (MtM), of commodity transactions, with or without physical
delivery, that fall within the scope of IFRS 9 – Financial Instruments and that do not qualify as trading or hedging. These
contracts are set up as part of economic hedges of operating transactions in the energy sector;
• purchases of services and other items such as subcontracting and interim expenses, lease expenses (short-term lease
contracts or leases with a low underlying asset value), concession expenses, etc.;
• personnel costs;
• depreciation, amortization, and provisions; and
• taxes.

8.1 Purchases and operating derivatives

Purchases and other income and expenses on operating derivatives other than trading (1) (24,078) (28,795)
Service and other purchases (2) (10,889) (10,609)
PURCHASES AND OPERATING DERIVATIVES (34,967) (39,404)
(1) Of which net income of €199 million in 2020 relating to MtM on commodity contracts other than trading (compared to a net expense
of €426 million in 2019)
(2) Of which €175 million in lease expenses, relating to short-term lease contracts and leases with a low underlying asset value in 2020
(compared to €258 million in lease expenses in 2019)
8.2 Personnel costs

Short-term benefits (11,191) (10,933)
Share-based payments 21 (53) (56)
Costs related to defined benefit plans 20.3.4 (267) (368)
Costs related to defined contribution plans 20.4 (248) (121)
PERSONNEL COSTS (11,759) (11,478)
8.3 Depreciation, amortization and provisions

Depreciation and amortization 14 & 15 (4,648) (4,497)
Net change in write-downs of inventories, trade receivables
and other assets (239) (104)
Net change in provisions 19 110 208
DEPRECIATION, AMORTIZATION AND PROVISIONS (4,778) (4,393)
At December 31, 2020, depreciation and amortization mainly break down as €995 million for intangible assets and
€3,655 million for property, plant and equipment.
NOTE 9 Other items of income/(loss) from operating activities
Other items of Income/(loss) from operating activities include:
• “Impairment losses”: this line include impairment losses on goodwill, other intangible assets, property, plant and equipment
and investments in entities consolidated using the equity method of accounting;
• “Restructuring costs”: this line concern costs corresponding to a restructuring program planned and controlled by
management that materially changes either the scope of a business undertaken by the entity, or the manner in which that
business is conducted, based on the criteria set out in IAS 37;
• “Changes in the scope of consolidation”. This line includes:
— direct costs related to acquisitions of controlling interests,
— in a business combination achieved in stages, remeasurement at fair value at the acquisition date of the previously held
interest,
— subsequent changes in the fair value of contingent consideration,
— gains or losses from disposals of investments which result in a change of consolidation method, as well as any impact
from the remeasurement of retained interests with the exception of gains and losses arising from transactions realized in
the framework of “Develop, Build, Share & Operate” (DBSO) or “Develop, Share, Build & Operate” (DSBO) business models.
These transactions on renewable activities are recognized in current operating income as they are part of the recurring
rotation of the Group’s capital employed;
• “Other non-recurring items”: this line includes other elements of an inhabited, abnormal or infrequent nature.

9.1 Impairment losses

Impairment losses:
Goodwill 13.1 (2,145) (116)
Property, plant and equipment and other intangible assets 14 & 15 (1,257) (1,735)
Investments in equity method entities and related provisions (237) -
Total impairment losses (3,639) (1,851)
Reversal of impairment losses:
Property, plant and equipment and other intangible assets 88 61
Investments in equity method entities and related provisions - 20
Total reversals of impairment losses 88 81
TOTAL (3,551) (1,770)
Net impairment losses amounted to €3,551 million in 2020, losses on net income Group share for 2020 amounted to
relating mainly to goodwill, property, plant and equipment €3,420 million.
and intangible assets. After taking into account the deferred Impairment tests are performed in accordance with the
tax effects and the share of impairment losses attributable to conditions described in Note 13.3.
non-controlling interests, the impact of these impairment
9.1.1 Impairment losses recognized in 2020

Net impairment losses amounted to €3,551 million in 2020 the update of the Group’s long-term pricing scenario in
and mainly concerned: light of the latest forecasts for demand, the price of CO2
• Goodwill for the Nuclear CGU (€2,145 million) and Belgian and the change in the energy mix.
nuclear reactors (€715 million) • Other impairment losses
Following the announcements made by the Belgian Other impairment losses recognized by the Group mainly
government in Autumn 2020 and the talks held since then, concerned:
the Group considered that it could no longer justify the — an investment in a gas production asset in Algeria
assumption that the operating life of half of its second- (€123 million);
generation reactors could be extended for 20 years — thermal power generation assets in the Middle East
beyond 2025. (€115 million);
The impairment losses over the year take into — other thermal and renewable power generation assets in
consideration this major assumption change, the level of Mexico (€70 million), North America (€69 million) and
forward prices observed in the second half of 2020 and Brazil (€64 million).
9.1.2 Impairment losses recognized in 2019

Net impairment losses amounted to €1,770 million in 2019, corresponding to the France BtoC client portfolio value
and mainly concerned: (€111 million) and the value adjustments of several
• the Belgian nuclear facilities whose operating life may no coal–fired power plants in Germany and the Netherlands in
longer be extended (€1,023 million) following the triennial connection with their disposal (€148 million).
review of nuclear provisions and the resulting increase in After taking into account the deferred tax effects and the
the carrying amount of the related dismantling assets in share of impairment losses attributable to non-controlling
a context of falling prices; interests, the impact of these impairment losses on net
• other impairment losses relating to thermal power income Group share for 2019 amounted to €1,579 million.
generation assets in Latin America (€165 million) and the
Middle East (€135 million), the intangible asset
9.2 Restructuring costs

In 2020, restructuring costs totaled €343 million (versus shutdown or sale of operations, the closure or restructuring
€218 million in 2019). Restructuring costs in both years of certain facilities and other miscellaneous restructuring
mainly included costs related to staff reduction plans and costs.
measures to adapt to economic situations, as well as the
9.3 Changes in scope of consolidation

At December 31, 2020, the impact of changes in the scope of At December 31, 2019, the impact of changes in the scope of
consolidation was a positive €1,640 million and mainly consolidation was a positive €1,604 million and mainly
comprised (i) the positive impact of the disposal of the comprised the positive impact of the sale of Glow for
majority of ENGIE’s interest in SUEZ for €1,735 million, (ii) the €1,580 million, including €143 million in respect of items of
positive impact of the disposal of the Group’s interests in other comprehensive income recycled to the income
Astoria 1 and 2 in the United States for €95 million, partially statement.
offset by (iii) a negative impact of €62 million relating to the
disposal of MultiTech in Canada and (iv) a negative €51 million
change in the earn-out from the disposal of LNG activities to
TOTAL in 2018.

9.4 Other non-recurring items

Other non-recurring items at December 31, 2020 totaled a of tools that allow for a better economic vision of the
negative €886 million and mainly included, in addition to the positions. To this end, a new organization was put in place in
impacts of the adjustment to provisions for the dismantling December 2020.
and rehabilitation of industrial sites, the effects of extending As a result of this change in management framework, the
the trading management method launched by the GEM BU in Group extended fair value accounting to the assets in
2017 to the rest of the Group’s gas positions in Europe: question, leading to an initial accounting impact of fair value
The management framework for the Group’s gas positions in measurement of a negative €726 million. From then on, the
Europe changed in 2017 for the majority of the long-term Group’s results take into account the realized and unrealized
contracts managed by the GEM BU, shifting to an individual gains and losses relating to these gas positions through the
approach per contract based on market conditions rather than trading net margin presented in revenues and current
as part of a portfolio. In 2020, ENGIE decided to extend this operating income.
trading management model to the rest of its gas positions, At December 31, 2019, other non-recurring items totaling a
thereby taking full account of the consequences of negative €1,240 million mainly included the non-recurring
contractual changes and an expected increase in the volumes impact of the nuclear provision review (back-end of the cycle)
available in this area now under the trading business model. and other miscellaneous expenses for a negative
The implementation of the new management method to this €1,166 million.
extended scope has been made possible thanks to the rollout
NOTE 10 Net financial income/(loss)

Dec. 31, Dec. 31,
In millions of euros Expense Income 2020 Expense Income 2019
Interest expense on gross debt and hedges (901) - (901) (894) - (894)
Foreign exchange gains/losses
on borrowings and hedges (21) - (21) - 30 30
Ineffective portion of derivatives qualified
as fair value hedges - - - (3) - (3)
Gains and losses on cash and cash
equivalents and liquid debt instruments
held for cash investment purposes - 47 47 - 84 84
Capitalized borrowing costs 103 - 103 106 - 106
Cost of net debt (819) 47 (772) (790) 114 (676)
Cost of lease liabilities (47) - (47) (48) - (48)
Cash payments made on the unwinding
of swaps (44) - (44) (62) - (62)
Reversal of the negative fair value of these
early unwound derivative financial
instruments - 31 31 - 62 62
Expenses on debt restructuring
transactions (16) - (16) - 6 6
Gains/(losses) on debt restructuring
and early unwinding of derivative financial
instruments (60) 31 (29) (62) 68 6
Net interest expense on post-employment
benefits and other long-term benefits (89) - (89) (121) - (121)
Unwinding of discounting adjustments
to other long-term provisions (614) - (614) (566) - (566)
Change in fair value of derivatives
not qualified as hedges and ineffective
portion of derivatives qualified as cash
flow hedges (158) - (158) (223) - (223)
Income/(loss) from debt instruments
and equity instruments (97) 73 (24) (34) 212 179
Interest income on loans and receivables
at amortized cost - 178 178 - 169 169
Other (346) 225 (122) (457) 350 (107)
Other financial income and expenses (1,306) 475 (830) (1,400) 731 (669)
NET FINANCIAL INCOME/(LOSS) (2,232) 553 (1,678) (2,300) 913 (1,387)

The cost of net debt is higher compared to December 31, 2019, value of money market funds held by Synatom for a negative
due to the drop in cash remuneration and a more unfavorable amount of €66 million (see Note 16.1.1.2 “Debt instruments
foreign exchange result. at fair value”).
Losses from debt and equity instruments amounted to At December 31, 2020, the average cost of debt after hedging
€24 million. This amount includes the negative change in fair came out at 2.38% compared with 2.70% at December 31, 2019.
NOTE 11 Income tax expense
The Group calculates taxes in accordance with prevailing tax legislation in the countries where income is taxable.
In accordance with IAS 12, deferred taxes are recognized according to the liability method on temporary differences between
the carrying amounts of assets and liabilities in the consolidated financial statements and their tax bases, using tax rates that
have been enacted or substantively enacted by the reporting date. However, under the provisions of IAS 12, no deferred tax
is recognized for temporary differences arising from goodwill for which impairment losses are not deductible for tax
purposes, or from the initial recognition of an asset or liability in a transaction which (i) is not a business combination and (ii)
at the time of the transaction, affects neither accounting income nor taxable income. In addition, deferred tax assets are only
recognized to the extent that it is probable that taxable income will be available against which the deductible temporary
differences can be utilized.
A deferred tax liability is recognized for all taxable temporary differences associated with investments in subsidiaries,
associates, joint ventures and branches, except if the Group is able to control the timing of the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Net balances of deferred taxes are calculated based on the tax position of each company or on the total income of companies
included within the relevant consolidated tax group, and are presented in assets or liabilities for their net amount per tax
entity.
Deferred taxes are reviewed at each reporting date to take into account factors including the impact of changes in tax laws
and the prospects of recovering deferred tax assets arising from deductible temporary differences.
Deferred tax assets and liabilities are not discounted.
Tax effects relating to coupon payments on deeply-subordinated perpetual notes are recognized in profit or loss.
11.1 Actual income tax expense recognized in the income statement

11.1.1 Breakdown of actual income tax expense recognized in the income statement
The tax expense recognized in the income statement for 2020 amounts to €715 million (€640 million income tax expense in
2019). It breaks down as follows:

Current income taxes (801) (761)
Deferred taxes 85 121
TOTAL INCOME TAX BENEFIT/(EXPENSE) RECOGNIZED IN INCOME (715) (640)

11.1.2 Reconciliation of theoretical income tax expense with actual income tax expense
A reconciliation of theoretical income tax expense with the Group’s actual income tax expense is presented below:

Net income/(loss) (893) 1,649
Share in net income of equity method entities 552 500
Income tax expense (715) (640)
Income/(loss) before income tax expense and share in net income of associates (A) (730) 1,790
Of which French companies 1,559 285
Of which companies outside France (2,288) 1,505
Statutory income tax rate of the parent company (B) 32.0% 34.4%
Theoretical income tax expense (C) = (A) x (B) 234 (616)
Reconciling items between theoretical and actual income tax expense
Difference between statutory tax rate applicable to the parent and statutory tax rate (183) 215
in force in jurisdictions in France and abroad
Permanent differences (1) (627) (23)
Income taxed at a reduced rate or tax-exempt (2) 571 533
Additional tax expense (3) (392) (123)
Effect of unrecognized deferred tax assets on tax loss carry-forwards and other (638) (867)
tax-deductible temporary differences (4)
Recognition or utilization of tax income on previously unrecognized tax loss 266 212
carry-forwards and other tax-deductible temporary differences (5)
Impact of changes in tax rates (6) (106) (55)
Tax credits and other tax reductions (7) 112 101
Other (8) 47 (16)
INCOME TAX BENEFIT/(EXPENSE) RECOGNIZED IN INCOME (715) (640)
(1) Mainly includes disallowable impairment losses on goodwill, disallowable operating expenses and the deduction of interest expenses
arising from hybrid debt
(2) Mainly includes capital gains on disposals of securities exempt from tax or taxed at a reduced rate in some tax jurisdictions, the impact
of the specific tax regimes used by some entities, disallowable impairment losses and capital losses on securities, and the impact of
untaxed income from remeasuring previously-held (or retained) equity interests in connection with acquisitions and changes in
consolidation methods
(3) Mainly includes tax on dividends resulting from the parent company tax regime, withholding tax on dividends and interest levied in
several tax jurisdictions, allocations to provisions for income tax, and regional and flat-rate corporate taxes
(4) Includes (i) the cancellation of the net deferred tax asset position for some tax entities in the absence of sufficient profit being forecast
and (ii) the impact of disallowable impairment losses on fixed assets
(5) Includes the impact of the recognition of net deferred tax asset positions for some tax entities
(6) Mainly includes the impact of tax rate changes on deferred tax balances in France, the United Kingdom for 2020 and Luxembourg
for 2019
(7) Mainly includes reversals of provisions for tax litigation, tax credits in France and other tax reductions
(8) Mainly includes the correction of previous tax charges
The Group reviewed the net deferred tax positions based on projections of future taxable income, including the expected effects
of the Covid-19 crisis and the legal changes approved in 2020. The effects were limited to a few countries.

11.1.3 Analysis of the deferred tax income/(expense) recognized in the income statement, by type of temporary
difference
Impact in the income statement

Deferred tax assets:
Tax loss carry-forwards and tax credits (203) 572
Pension and related obligations (78) 28
Non-deductible provisions 222 (137)
Difference between the carrying amount of PP&E and intangible assets and their tax bases 276 (93)
Measurement of financial instruments at fair value (IAS 32 / IFRS 9) 488 (1,360)
Other (40) (36)
Total 666 (1,028)
Deferred tax liabilities:
Difference between the carrying amount of PP&E and intangible assets and their tax bases 2 (239)
Measurement of financial instruments at fair value (IAS 32 / IFRS 9) (437) 1,661
Other (146) (273)
Total (581) 1,149
DEFERRED TAX INCOME/(EXPENSE) 85 121
11.2 Deferred tax income/(expense) recognized in “Other comprehensive income”

Net deferred tax income/(expense) recognized in “Other comprehensive income” is broken down by component as follows:

Equity and debt instruments (10) (2)
Actuarial gains and losses 399 256
Net investment hedges (27) 12
Cash flow hedges on other items (128) 218
Cash flow hedges on net debt 17 10
Total excluding share of equity method entities 253 494
Share of equity method entities 116 81
TOTAL 369 575
11.3 Deferred taxes presented in the statement of financial position
11.3.1 Change in deferred taxes

Changes in deferred taxes recognized in the statement of financial position, after netting deferred tax assets and liabilities by tax
entity, break down as follows:
In millions of euros Assets Liabilities Net position

At December 31, 2019 860 (4,631) (3,771)
Impact on net income for the year 666 (580) 85
Impact on other comprehensive income items 504 (245) 259
Impact of changes in scope of consolidation (9) (19) (29)
Impact of translation adjustments (90) 213 122
Transfers to assets and liabilities classified as held for sale (39) 29 (10)
Other (723) 530 (193)
Impact of netting by tax entity (288) 288 -
AT DECEMBER 31, 2020 880 (4,416) (3,536)

11.3.2 Analysis of the net deferred tax position recognized in the statement of financial position (before netting
deferred tax assets and liabilities by tax entity), by type of temporary difference
Measurement of recognized tax loss carry-forwards
Deferred tax assets are recognized on tax loss carry-forwards when it is probable that taxable profit will be available against
which the tax loss carry-forwards can be utilized. The probability that taxable profit will be available against which the
unused tax losses can be utilized, is based on taxable temporary differences relating to the same taxation authority and the
same taxable entity and estimates of future taxable profits. These estimates and utilizations of tax loss carry-forwards were
prepared on the basis of profit and loss forecasts over a six-year tax projection period as included in the medium-term
business plan validated by Management, subject to exceptions justified by a particular context and, if necessary, on the basis
of additional forecasts.
Statement of financial position at

Deferred tax assets:
Tax loss carry-forwards and tax credits 1,771 2,118
Pension obligations 2,061 1,635
Non-deductible provisions 434 268
Difference between the carrying amount of PP&E and intangible assets and their tax
bases 953 763
Measurement of financial instruments at fair value (IAS 32 / IFRS 9) 2,148 2,199
Other 444 518
TOTAL 7,810 7,502
Deferred tax liabilities:
Difference between the carrying amount of PP&E and intangible assets and their tax
bases (8,531) (8,953)
Measurement of financial instruments at fair value (IAS 32 / IFRS 9) (2,067) (1,700)
Other (748) (620)
TOTAL (11,346) (11,273)
NET DEFERRED TAX ASSETS/(LIABILITIES) (3,536) (3,772)
11.4 Unrecognized deferred taxes

At December 31, 2020, the tax effect of tax losses and tax loss carry-forwards did not give fully or partially rise to the
credits eligible for carry-forward but not utilized and not recognition of deferred tax due to the absence of sufficient
recognized in the statement of financial position amounted to profit forecasts in the medium term.
€4,061 million (€3,836 million at December 31, 2019). Most of The tax effect of other tax-deductible temporary differences
these unrecognized tax losses relate to companies based in not recorded in the statement of financial position was
countries which allow losses to be carried forward indefinitely €823 million at end-December 2020 versus €929 million at
(mainly Belgium, Luxembourg and the Netherlands). These tax end-December 2019.
NOTE 12 Earnings per share
Basic earnings per share is calculated by dividing net income Group share for the year by the weighted average number of
ordinary shares outstanding during the year. The average number of ordinary shares outstanding during the year is the
number of ordinary shares outstanding at the beginning of the year, adjusted by the number of ordinary shares bought back
or issued during the year.
For the diluted earnings per share calculation, the weighted average number of shares and basic earnings per share are
adjusted to take into account the impact of the conversion or exercise of any dilutive potential ordinary shares (options,
warrants and convertible bonds, etc.).
In compliance with IAS 33 – Earnings per Share, earnings per share and diluted earnings per share are based on net income/
(loss) Group share after deduction of payments to bearers of deeply-subordinated perpetual notes (see Note 18.2.1 “Issuance
of deeply-subordinated perpetual notes”).
The Group’s dilutive instruments included in the calculation of diluted earnings per share include bonus shares and
performance shares granted in the form of ENGIE securities.

Dec. 31, 2020 Dec. 31, 2019

Numerator (in millions of euros)
Interest from deeply-subordinated perpetual notes (187) (165)
Net income/(loss)used to calculate earnings per share (1,723) 820
Impact of dilutive instruments - -
Diluted net income/(loss) Group share (1,723) 820
Denominator (in millions of shares)
Average number of outstanding shares 2,416 2,413
Impact of dilutive instruments:
Bonus share plans reserved for employees 11 12
Diluted average number of outstanding shares 2,427 2,425
Earnings per share (in euros)
Basic earnings/(loss) per share (0.71) 0.34
Diluted earnings/(loss) per share (0.71) 0.34
NOTE 13 Goodwill
Upon a business combination, goodwill is measured as the difference between:
• on the one hand the sum of:
— the consideration transferred,
— the amount of non-controlling interests in the acquiree, and
— in a business combination achieved in stages, the acquisition-date fair value of the previously held equity interest in the
acquiree;
• on the other hand the net fair value of the identifiable assets acquired and liabilities assumed. The key assumptions and
estimates used to determine the fair value of assets acquired and liabilities assumed include the market outlook for the
measurement of future cash flows as well as applicable discount rates. These assumptions reflect management’s best
estimates at the acquisition date.
The amount of goodwill recognized at the acquisition date cannot be adjusted after the end of the 12 month measurement
period.
Goodwill relating to interests in associates is recorded under “Investments in equity method entities”.
Risk of impairment
Goodwill is not amortized but tested for impairment each year in accordance with IAS 36, or more frequently where an
indication of impairment is identified. Impairment tests are carried out at the level of cash-generating units (CGUs) or groups
of CGUs, which constitute groups of assets which generate cash flows that are largely independent from cash flows generated
by other CGUs.
Goodwill is impaired if the net carrying amount of the CGU to which the goodwill is allocated is greater than the recoverable
amount of that CGU. The methods used to carry out these impairment tests are described in Note 13.3.
Impairment losses in relation to goodwill cannot be reversed and are shown as “Impairment losses” in the income statement.
Indicators of goodwill impairment

The main indicators of impairment used by the Group are:
• using external sources of information :
— a decline in an asset’s value over the period that is significantly more than would be expected from the passage of time
or normal use,
— significant adverse changes that have taken place over the period, or will take place in the near future, in the
technological market, economic or legal environment in which the entity operates or in the market to which an asset is
dedicated,
— an increase over the period in market interest rates or other market rates of return on investments if such increase is
likely to affect the discount rate used in calculating an asset’s value in use and decrease its recoverable amount
materially,
— the carrying amount of the net assets of the entity exceeds its market capitalization;
• using internal sources of information :
— evidence of obsolescence or physical damage to an asset,
— significant changes in the extent to which, or manner in which, an asset is used or is expected to be used, that have taken
place in the period or soon thereafter and that will adversely affect it. These changes include the asset becoming idle,
plans to dispose of an asset sooner than expected, reassessing its useful life as finite rather than indefinite or plans to
restructure the operations to which the asset belongs,
— internal reports that indicate that the economic performance of an asset is, or will be, worse than expected.

13.1 Movements in the carrying amount of goodwill

In millions of euros Net amount
At December 31, 2019 18,665
Impairment losses (2,145)
Changes in scope of consolidation and Other (151)
Translation adjustments (330)
AT DECEMBER 31, 2020 15,943
Changes during the period mainly comprise impairment of acquisitions made during the year (see Note 4 “Main changes
goodwill related to the Nuclear CGU, and the disposal of the in Group structure”).
Group’s interests in Astoria 1 and 2, offset by various
13.2 Goodwill CGUs

The table below shows “material” goodwill CGUs at December 31, 2020:
In millions of euros Operating segment Dec. 31, 2020

Material CGUs
GRDF France Infrastructures 4,009
Nuclear Rest of Europe 797
Engie Solutions France excl. Infrastructures 1,470
Benelux Rest of Europe 1,242
France Renewable Energy France excl. Infrastructures 1,178
United Kingdom Rest of Europe 1,019
Other significant CGUs
France BtoC France excl. Infrastructures 1,050
Northern, Southern and Central Europe Rest of Europe 863
GRTgaz France Infrastructures 614
North America USA & Canada 538
Generation Europe Rest of Europe 521
Other CGUs 2,642
TOTAL 15,943
During 2020, the Group made certain adjustments to its • the Benelux BU has been split into three separate CGUs:
organization structure (see Note 6 “Segment information”): Nuclear, Renewables and Benelux (energy services,
• the France B2B and France Networks CGUs have been electricity sales and gas sales activities);
combined into a single CGU called ENGIE Solutions; • ENGIE Impact’s share of the goodwill related to the North
America and Tractebel CGUs has been reallocated to the
Impact CGU.
13.3 Impairment testing of goodwill CGUs

All goodwill CGUs were tested for impairment. In addition, The impairment tests are based on data as of end-June, plus a
intangible assets and property plant and equipment were review of events arisen in the second half of the year.
tested at the level of the relevant group of assets, whenever In most cases, the recoverable amount of CGUs is determined
there was an indication of impairment. The current by reference to a value in use that is calculated using cash
environment, which has been affected by the Covid-19 crisis, flow projections drawn up on the basis of the 2021 budget
has had consequences that are indications of potential and the 2022-2023 medium-term business plan, as approved
impairment, in particular the fall in energy prices, decline in by the Executive Committee and the Board of Directors, and
the BtoB sector and fall in the stock markets. The Group did on extrapolated cash flows beyond that time frame.
not identify any increased risk of impairment due to the
Covid-19 crisis, in particular for assets used in capital-light
activities or with little exposure to short-term changes in
market conditions. This is particularly the case for regulated
infrastructures, the historical client solutions businesses and
the energy sales business.

Cash flow projections are determined on the basis of equilibrium models, the results of which are regularly
macroeconomic assumptions (inflation, exchange rates and compared against forecasts prepared by external energy
growth rates) and price forecasts resulting from the Group’s sector specialists. Long-term projections for CO2 prices are
reference scenario for 2024-2040. The forecasts that feature in line with the 2050 climate neutrality objectives set by
in the reference scenario were approved by the Executive the European Commission as part of the “European Green
Committee in December 2020. The forecasts and projections Deal” presented in December 2019. More specifically,
included in the reference scenario were determined on the medium- and long-term electricity prices were determined
basis of the following inputs: by the Group using electricity demand forecasting models,
• forward market prices over the liquidity period for fuel medium- and long-term forecasts of fuel and CO2 prices,
(coal, oil and gas), CO2 and electricity on each market; and expected trends in installed capacity and in the
technology mix of the production assets within each power
• beyond this period, medium- and long-term energy prices
generation system.
were determined by the Group based on macroeconomic
assumptions and fundamental supply and demand
Discount rate
The discount rates used correspond to the weighted average the goodwill CGUs for discounting future cash flows ranged
cost of capital, which is adjusted in order to reflect the between 2.2% and 15.6%, compared with a range of between
business, market, country and currency risk relating to each 3.1% and 13.1% in 2019.
goodwill CGU reviewed. The discount rates used are The discount rates used for the main goodwill CGUs are
consistent with available external information sources. The shown below:
post-tax rates used in 2020 to measure the value in use of
Significant CGUs
Nuclear 7.0% 7.0%
Benelux 3.4% 8.2%
France Renewables 4.9% 8.5%
United Kingdom 6.2% 15.6%
Engie Solutions 2.2% 7.7%
Other significant CGUs (1)
France BtoC 7.4% 9.7%
Generation Europe 3.9% 9.7%
Northern, Southern
4.4% 13.6%
and Eastern Europe
North America 3.0% 8.9%
GRTgaz 3.3% 3.6%
(1) The valuation methods used are the discounted cash flows (DCF) method and the discounted dividend model (DDM) method
13.3.1 Material CGUs

This section presents the method for determining value in use, the key assumptions underlying the valuation, and the sensitivity
analyses for the impairment tests on the Group’s main goodwill CGUs at December 31, 2020.
13.3.1.1 GRDF CGU
The total amount of goodwill allocated to the GRDF CGU was assigned by the French Energy Regulation Commission (CRE)
€4,009 million at December 31, 2020. The GRDF CGU groups to the assets operated by the distributor. It is the sum of the
together the Group’s regulated natural gas distribution future pre-tax cash flows, discounted at the pre-tax rate of
activities in France. return guaranteed by the regulator.
The terminal value used to calculate the value in use
corresponds to the expected Regulated Asset Base (RAB) with
no premium at the end of 2026. The RAB is the value

The cash flow projections are drawn up based on the tariff Given the regulated nature of the businesses grouped within
for public natural gas distribution networks, known as the the GRDF CGU, a reasonable change in any of the valuation
“ATRD 6 tariff”, which entered into force for a period of four inputs would not result in impairment losses.
years on July 1, 2020, and on the overall level of
investments agreed by the CRE as part of its decision on the
“ATRD 6 tariff”.
13.3.1.2 Nuclear CGU

The goodwill allocated to the Nuclear CGU amounted to power plants in Belgium and drawing rights on the Chooz B
€797 million at December 31, 2020. The Group’s Nuclear CGU and Tricastin power plants in France.
encompasses the power generation activities from its nuclear
Key assumptions used for the impairment test
The cash flow projections for the Nuclear CGU are based on a agreements for French nuclear plants). The key assumptions
large number of key assumptions, such as prices of fuel and also include the discount rate used to calculate the value in
CO2, expected trends in electricity demand and prices, use of this goodwill CGU.
availability of power plants, the market outlook, and changes Cash flow projections for the period beyond the medium-term
in the regulatory environment (especially concerning nuclear business plan were determined as described below:
capacities in Belgium and the extension of drawing rights
Activities Assumptions applied beyond the term of the business plan

Nuclear power generation in Belgium For Doel 1, Doel 2 and Tihange 1, cash flow projection over the
residual useful life of 50 years.
For the second generation reactors Doel 3, Doel 4, Tihange 2 and
Tihange 3, cash flow projection over theresidual useful life of 40 years
without any hypothesis of extension unlike previous years.
Drawing rights on Chooz B and Tricastin power plants Cash flow projection over the remaining term of existing contract plus
assumption that drawing rights will be extended for a further 10 years.
The most important assumptions concerning the Belgian schedule for capacity of up to 2 GW. However, in view of the
regulatory environment relate to the operating life of existing Belgian government’s announcements in Autumn 2020 and its
nuclear reactors. talks with the Group since then, the Group considered that
The impairment test took into account the 10-year extension for the 2020 impairment test, unlike prior years, the
(through 2025) of the operating life of Tihange 1, Doel 1 and operating conditions for carrying out pre-extension work
Doel 2, annual royalties totaling €20 million in respect of the were no longer met and therefore no longer justified the
extension of Doel 1 and Doel 2, and the new conditions for assumption that the life of half of its second generator
determining the nuclear contribution that will apply to reactors could be extended for 20 years beyond 2025.
second-generation reactors (Doel 3 and 4, Tihange 2 and 3) In France, the Nuclear Safety Authority authorized the start-
through their 40th year of operation, as defined in the up of Tricastin 1 on December 20, 2019 after its shutdown
December 29, 2016 law and reviewed by the CREG in 2020. for its fourth 10-yearly inspection and, on December 3, 2020,
As regards second-generation reactors, the principle of a published a draft decision setting out the conditions for the
gradual phase-out of nuclear power and the schedule for this 900 MW reactors to continue operating beyond 40 years.
phase-out, with the shutdown of the reactors of Doel 3 in Confirmation of a 10-year extension of the operating life of
2022, Tihange 2 in 2023 and Tihange 3 and Doel 4 in 2025, the 900 MW series reactors is therefore expected to be
after 40 years of operation, were first set out in the law of formalized in the next few years, once the conditions for
January 31, 2003 on the gradual phase-out of nuclear power continued operation have been determined by the Nuclear
for industrial electrical generation, and have been regularly Safety Authority and a public inquiry has been held.
reaffirmed since then in the law of June 18, 2015, the energy The Group therefore included an assumption that the
pact approved by the government on March 30, 2018, the operating life of the Tricastin and Chooz B nuclear plants
governmental agreement of September 30, 2020, and the would be extended for 10 years after their fourth 10-yearly
general policy memorandum of November 4, 2020. However, inspection and that, therefore, so would the Group’s drawing
this principle remains combined with analysis mechanisms rights expiring on average in 2021 and 2039 respectively.
enabling this decision to be reassessed by end-2021 based on This assumption had already been made in prior years, as the
its impacts on the security of supply, the climate, energy Group considered, in line with its reference scenario on
prices and the security of power plants subject to a developments in the French energy mix, that an extension of
monitoring process. If this monitoring process reveals a the operating life of those reactors was the most credible and
potential supply security problem, the 2020 governmental most probable scenario.
agreement provides for the option of adjusting the phase-out
Results of the impairment test
Given the material assumption change described above, the €715 million against its nuclear assets in Belgium and
forward prices observed in the second half of 2020, and the €2,145 million against the goodwill allocated to the Nuclear
Group’s long-term pricing scenario updated based on the CGU at December 31, 2020. The carrying amount of the
latest forecasts for demand, CO2 prices and developments in residual goodwill was €797 million at December 31, 2020.
the energy mix, the Group recognized an impairment loss of
Sensitivity analyses
A decrease of €10/MWh in electricity prices for all nuclear in electricity prices would increase the recoverable amount of
power generation would lead to an additional impairment loss the CGU by around €1.5 billion.
of around €1.7 billion. Conversely, an increase of €10/MWh

An increase of 50 basis points in the discount rates would would lead to an increase in the recoverable amount of the
lead to an additional impairment loss of around €0.1 billion. CGU of around €0.1 billion.
A decrease of 50 basis points in the discount rates used
13.3.1.3 ENGIE Solutions CGU
The goodwill allocated to the ENGIE Solutions CGU amounted An increase of 50 basis points in the discount rates used
to €1,470 million at December 31, 2020. The ENGIE Solutions would have a negative 25% impact on the excess of the
CGU encompasses the following activities in France: (i) recoverable amount over the carrying amount of the goodwill
energy services and sales for buildings and industry, cities CGU. However, the recoverable amount would remain above
and regions and major infrastructures, and (ii) design, the carrying amount. A reduction of 50 basis points in the
financing, construction and operation of decentralized energy discount rates used would have a positive 27% impact on the
production and distribution facilities (heating and cooling calculation.
networks). A decrease of 10% in the margin captured by power
The terminal value used to calculate the value in use of the generation assets would have a negative 20% impact on the
services and energy sales businesses was determined by excess of the recoverable amount over the carrying amount
extrapolating the cash flows beyond the medium-term of the goodwill CGU. However, the recoverable amount would
business plan period using a long-term growth rate of 1.85% remain above the carrying amount. An increase of 10% in the
per year. margin captured would have a positive 23% impact on this
The main assumptions and key estimates relate primarily to calculation.
discount rates and changes in price beyond the liquidity
period.
13.3.1.4 Benelux CGU
The total amount of goodwill allocated to the Benelux CGU A decrease of 10% in the margin on gas and electricity sales
was €1,242 million at December 31, 2020. The Benelux CGU activities would have a negative 15% impact on the excess of
encompasses (i) energy services, electricity and gas sales in the recoverable amount over the carrying amount of the
Belgium and the Netherlands, and (ii) energy services in goodwill CGU. However, the recoverable amount would
Luxembourg. remain above the carrying amount. Conversely, an increase of
The terminal value used to calculate the value in use of the 10% in the margin on gas and electricity sales activities
services and energy sales businesses was determined by would have a positive 15% impact on the calculation.
extrapolating the cash flows beyond the medium-term business A decrease of 10% in the margin on service activities would
plan period using a long-term growth rate of 2% per year. have a negative 16% impact on the excess of the recoverable
An increase of 50 basis points in the discount rates used amount over the carrying amount of the goodwill CGU.
would have a negative 21% impact on the excess of the However, the recoverable amount would remain above the
recoverable amount over the carrying amount of the goodwill carrying amount. Conversely, an increase of 10% in the
CGU. However, the recoverable amount would remain above margin on services activities would have a positive 16%
the carrying amount. A reduction of 50 basis points in the impact on the calculation.
discount rates used would have a positive 24% impact on the
calculation.
13.3.1.5 France Renewable Energy CGU
The goodwill allocated to the France Renewable Energy CGU A decrease of €10/MWh in electricity prices for hydropower
amounted to €1,178 million at December 31, 2020. The France generation would have a negative 105% impact on the excess
Renewable Energy CGU groups together the development, of the recoverable amount over the carrying amount of the
construction, financing, operation and maintenance of all of the goodwill CGU. Conversely, an increase of €10/MWh in
renewable power generation assets in France (hydraulic, wind electricity prices would have a positive 102% impact on the
and photovoltaic). calculation.
For the hydraulics business, the terminal value was An increase of 50 basis points in the discount rates used
determined to calculate the value in use by extrapolating the would have a negative 80% impact on the excess of the
cash flows beyond the medium-term business plan based on recoverable amount over the carrying amount of the goodwill
the reference scenario adopted by the Group. CGU. However, the recoverable amount would remain above
The main assumptions and key estimates relate primarily to the carrying amount. A reduction of 50 basis points in the
discount rates, assumptions on the renewal of the discount rates used would have a positive 97% impact on the
hydropower concession agreements and changes in electricity calculation.
prices beyond the liquidity period. If the Compagnie Nationale du Rhône hydropower concession
Value in use of the Compagnie Nationale du Rhône and SHEM agreements are not renewed beyond 2023, this would have a
was calculated based on assumptions including the extension strong adverse impact on the results of the test, with the
or renewal of a tender process for the concession agreements, recoverable amount falling significantly below the carrying
as well as on the conditions of a potential extension. amount. In this scenario, the impairment risk would represent
around €1 billion.
The cash flows for the periods covered by the renewal of the
concession agreements are based on a number of assumptions
relating to the economic and regulatory conditions for operating
these assets (royalty rates, required level of investment, etc.)
during this period.
13.3.1.6 United Kingdom CGU

The goodwill allocated to the United Kingdom CGU amounted The terminal value used to calculate the value in use of the
to €1,019 million at December 31, 2020. The United Kingdom services and energy sales businesses was determined by
CGU includes activities in (i) renewable power generation extrapolating the cash flows beyond the medium-term
(hydraulic, wind and solar), (ii) gas and electricity sales, and business plan period using a long-term growth rate of 2% per
(iii) services to individual and professional customers in the year.
United Kingdom.

The main assumptions and key estimates relate primarily to A decrease of 10% in the margin captured by power
discount rates and changes in price beyond the liquidity generation assets would have a negative 23% impact on the
period. excess of the recoverable amount over the carrying amount
An increase of 50 basis points in the discount rates used of the goodwill CGU. However, the recoverable amount would
would have a negative 24% impact on the excess of the remain above the carrying amount. An increase of 10% in the
recoverable amount over the carrying amount of the goodwill margin captured would have a positive 23% impact on this
CGU. However, the recoverable amount would remain above calculation.
the carrying amount. A reduction of 50 basis points in the
discount rates used would have a positive 27% impact on the
calculation.
13.3.2 Other significant CGUs

13.3.2.1 North America CGU
The goodwill allocated to the North America CGU amounted to The main assumptions and key estimates relate primarily to
€538 million at December 31, 2020. The North America CGU discount rates and changes in price beyond the liquidity
mainly comprises: period.
• Canada, which includes activities in (i) renewable power An increase of 50 basis points in the discount rates used
generation, and ii) services to individual and professional would have a negative 46% impact on the excess of the
customers; recoverable amount over the carrying amount of the goodwill
• the United States, which includes activities in (i) gas and CGU. However, the recoverable amount would remain above
electricity sales and (ii) services to individual and the carrying amount. A reduction of 50 basis points in the
professional customers; discount rates used would have a positive 33% impact on the
• Puerto Rico, which includes an investment in EcoElectrica, a calculation.
key energy industry player in Puerto Rico’s economy (see A decrease of 10% in the margin on gas and electricity sales
Note 3.2 “Investments in joint ventures”). Despite the activities would have a negative 50% impact on the excess of
difficult financial environment in Puerto Rico, ENGIE does the recoverable amount over the carrying amount of the
not have any information at December 31, 2020 on the goodwill CGU. However, the recoverable amount would
basis of which the Group would modify its valuation remain above the carrying amount. Conversely, an increase of
assumptions, regarding its share in these assets. 10% in the margin on gas and electricity sales activities
The wind and solar energy production activities in the United would have a positive 30% impact on the calculation.
States make up an independent goodwill CGU. A decrease of 10% in the margin on service activities would
The value in use of these activities was calculated using the have a negative 35% impact on the excess of the recoverable
cash flow projections drawn up on the basis of the 2021 amount over the carrying amount of the goodwill CGU.
budget and the 2022-2023 medium-term business plan. However, the recoverable amount would remain above the
A terminal value was calculated for the services and energy carrying amount. Conversely, an increase of 10% in the
sales businesses using EBITDA multiples as a basis. margin on services activities would have a positive 16%
impact on the calculation.
13.3.2.2 Generation Europe CGU
The goodwill allocated to the Generation Europe CGU Beyond this three-year period, cash flows were projected
amounted to €521 million at December 31, 2020. The over the useful lives of the assets based on the reference
Generation Europe CGU groups together the thermal power scenario adopted by the Group.
generation activities in Europe. The main assumptions and key estimates relate primarily to
The value in use of these activities was calculated using the discount rates, estimated demand for electricity and changes
cash flow projections drawn up on the basis of the 2021 in the price of CO2, fuel and electricity beyond the liquidity
budget and the 2022-2023 medium-term business plan. period.
Results of the impairment test
At December 31, 2020, the recoverable amount of the Generation Europe goodwill CGU was higher than its carrying amount.
Sensitivity analyses
An increase of 50 basis points in the discount rates used A decrease of 10% in the margin captured by thermal power
would have a negative 13% impact on the excess of the plants would have a negative 29% impact on the excess of the
recoverable amount over the carrying amount of the goodwill recoverable amount over the carrying amount of the
CGU. However, the recoverable amount would remain above goodwill CGU. However, the recoverable amount would
the carrying amount. A reduction of 50 basis points in the remain above the carrying amount. An increase of 10% in the
discount rates used would have a positive 13% impact on the margin captured would have a positive 29% impact on this
calculation. calculation.
13.3.2.3 Other significant goodwill CGUs

For the other significant goodwill CGUs, there is a considerable difference between their recoverable amount and their carrying
amount at December 31, 2020.

13.4 Goodwill segment information

The carrying amount of goodwill can be analyzed as follows by reportable segment:
In millions of euros Dec. 31, 2020

France excluding Infrastructures 3,698
France Infrastructures 5,006
Rest of Europe 4,494
Latin America 706
USA & Canada 650
Middle East, Asia & Africa 667
Others 721
TOTAL 15,943
NOTE 14 Intangible assets
Initial measurement
Intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.
Amortization
Intangible assets are amortized on the basis of the expected pattern of consumption of the estimated future economic
benefits embodied in the asset. Amortization is calculated mainly on a straight-line basis over the following useful lives:
Useful life
Main depreciation periods (years) Minimum Maximum
Concession rights 10 30
Customer portfolio 3 20
OTHER INTANGIBLE ASSETS 1 50
Intangible assets with an indefinite useful life are not amortized but are tested for impairment annually.
Risk of impairment
In accordance with IAS 36, impairment tests are carried out on items of property, plant and equipment and intangible assets
where there is an indication that the assets may be impaired. Such indications may be based on events or changes in the
market environment, or on internal sources of information. Intangible assets that are not amortized are tested for impairment
annually.
Impairment indicators
Property, plant and equipment and intangible assets with finite useful lives are only tested for impairment when there is an
indication that they may be impaired. This is generally the result of significant changes in the environment in which the assets
are operated or when economic performance is lower than expected.
Main impairment indicators used by the Group are described in Note 13 “Goodwill”.
Impairment
Items of property, plant and equipment and intangible assets are tested for impairment at the level of the individual asset or
cash-generating unit (CGU), as appropriate and determined in accordance with IAS 36. If the recoverable amount of an asset is
lower than its carrying amount, the carrying amount is written down to the recoverable amount by recording an impairment
loss. Upon recognition of an impairment loss, the depreciable amount and possibly the useful life of the asset concerned is
revised.
Impairment losses recorded in relation to property, plant and equipment or intangible assets may be subsequently reversed if
the recoverable amount of the asset increases to exceed the carrying amount. The increased carrying amount of an item of
property, plant or equipment following the reversal of an impairment loss may not exceed the carrying amount that would
have been determined (net of depreciation/amortization) had no impairment loss been recognized in prior periods.

Measurement of recoverable amount

In order to review the recoverable amount of property, plant and equipment and intangible assets, the assets are grouped,
where appropriate, into CGUs and the carrying amount of each CGU is compared with its recoverable amount.
For operating entities which the Group intends to hold on a long-term and going concern basis, the recoverable amount of a
CGU corresponds to the higher of its fair value less costs to sell and its value in use. Value in use is primarily determined
based on the present value of future operating cash flows including a terminal value. Standard valuation techniques are used
based on the following main economic assumptions:
• market perspectives and developments in the regulatory framework;
• discount rates based on the specific characteristics of the operating entities concerned;
• terminal values in line with available market data specific to the operating segments concerned and growth rates
associated with these terminal values, not exceeding the inflation rate.
Discount rates are determined on a post-tax basis and applied to post-tax cash flows. The recoverable amounts calculated on
the basis of these discount rates are the same as the amounts obtained by applying the pre-tax discount rates to cash flows
estimated on a pre-tax basis, as required by IAS 36.
For operating entities which the Group has decided to sell, the related recoverable amount of the assets concerned is based
on market value less costs of disposal. Where negotiations are ongoing, this value is determined based on the best estimate of
their outcome as of the reporting date.
In the event of a decline in value, the impairment loss is recorded in the consolidated income statement under “Impairment
losses”.
Intangible rights arising on concession contracts

IFRIC 12 – Service Concession Arrangements deals with the treatment to be applied by the concession operator in respect of
certain concession arrangements.
For a concession arrangement to fall within the scope of IFRIC 12, usage of the infrastructure must be controlled by the
concession grantor. This requirement is satisfied when the following two conditions are met:
• the grantor controls or regulates what services the operator must provide with the infrastructure, to whom it must provide
them, and at what price; and
• the grantor controls any residual interest in the infrastructure at the end of the term of the arrangement, for example it
retains the right to take back the infrastructure at the end of the concession.
The intangible asset model according to paragraph 17 of IFRIC 12 applies if the operator receives a right (a license) to charge
the users, or the grantor, depending on the use made of the public service. There is no unconditional right to receive cash as
the amounts depend on the extent to which the public uses the service.
Concession infrastructures that do not meet the requirements of IFRIC 12 are presented as property, plant and equipment.
This is the case of gas distribution infrastructures in France. The related assets are recognized in accordance with IAS 16,
given that GRDF operates its network under long-term concession arrangements, most of which are mandatorily renewed
upon expiration pursuant to French law No. 46-628 of April 8, 1946.
Research and development costs

Research costs are expensed as incurred.
Development costs are capitalized when the asset recognition criteria set out in IAS 38 are met. Capitalized development
costs are amortized over the useful life of the intangible asset

14.1 Movements in intangible assets

Intangible rights arising Capacity
In millions of euros on concession contracts entitlements Others Total
Gross amount
At December 31, 2019 3,838 2,862 11,984 18,684
Acquisitions 158 - 1,111 1,269
Disposals (5) (18) (122) (146)
Translation adjustments (99) - (196) (294)
Changes in scope of consolidation 13 - 97 109
Transfer to “Assets classified as held for sale” - - (56) (56)
Other 2 64 68 134
AT DECEMBER 31, 2020 3,907 2,908 12,886 19,701
Accumulated amortization and impairment
At December 31, 2019 (1,656) (2,135) (7,855) (11,646)
Amortization (113) (75) (806) (995)
Impairment (25) - (61) (85)
Disposals 2 18 71 92
Translation adjustments 10 - 81 91
Changes in scope of consolidation - - (4) (4)
Transfer to “Assets classified as held for sale” - - 7 7
Other - - 36 36
AT DECEMBER 31, 2020 (1,781) (2,193) (8,532) (12,505)
Carrying amount
At December 31, 2019 2,182 727 4,129 7,038
AT DECEMBER 31, 2020 2,126 716 4,354 7,196
In 2020, the net increase in “Intangible assets” was mainly acquisitions in the Engie Solutions business in France and the
attributable to the investments of the period for a total of UK for €25 million, partially offset by amortization for a total
€1,269 million and to changes in scope of consolidation of of €995 million and a negative foreign exchange impact of
€105 million that relate mainly to the acquisition of Novo €203 million primarily due to the sharp depreciation of the
Estado Transmissora de Energia, which operates in the Brazilian real (€132 million).
Brazilian infrastructure sector for €52 million and to three
14.1.1 Impairment
The Group carried out a review of the assets, taking into At December 31, 2020, the impairment losses allocated to the
account the fact that the Covid-19 crisis has consequences intangible assets for €85 million were recognized mainly on
that are indications of potential impairment losses (in the ENGIE Solutions BU.
particular the drop in energy prices, BtoB activity and the
stock market, see Note 13 “Goodwill”).
14.1.2 Capacity entitlements

The Group has acquired capacity entitlements from power production over the useful life of the underlying assets. These
stations operated by third parties. These power station rights are amortized over the useful life of the underlying
capacity rights were acquired in connection with transactions assets, not exceeding 50 years. The Group currently holds
or within the scope of the Group’s involvement in financing entitlements in the Chooz B and Tricastin power plants in
the construction of certain power stations. In consideration, France and in the virtual power plant (VPP) in Italy.
the Group received the right to purchase a share of the
14.1.3 Other
At December 31, 2020, this caption mainly relates to (client portfolio) acquired as a result of business combinations
software and licenses for €1,388 million, as well as intangible and capitalized acquisition costs for customer contracts for
assets in progress for €638 million and intangible assets €2,059 million.
14.2 Information regarding research and development costs

Research and development activities primarily relate to Research and development costs, excluding technical
various studies regarding technological innovation, assistance costs, totaled €190 million in 2020, of which
improvements in plant efficiency, safety, environmental €27 million in expenses related to in-house projects in the
protection, service quality, and the use of energy resources. development phase that meet the criteria for recognition as
an intangible asset as defined in IAS 38.

NOTE 15 Property, plant and equipment
Initial recognition and subsequent measurement
Items of property, plant and equipment are recognized at historical cost less any accumulated depreciation and any
accumulated impairment losses.
The carrying amount of these items is not revalued as the Group has elected not to apply the allowed alternative method,
which consists of regularly revaluing one or more categories of property, plant and equipment.
Investment subsidies are deducted from the gross value of the assets concerned.
In accordance with IAS 16, the initial cost of the item of property, plant and equipment includes an initial estimate of the costs
of dismantling and removing the item and restoring the site on which it is located, when the entity has a present, legal or
constructive obligation to dismantle the item or restore the site. A corresponding provision for this obligation is recorded for
the amount of the asset component.
Borrowing costs that are directly attributable to the construction of the qualifying asset are capitalized as part of the cost of
that asset.
Leases
In accordance with IFRS 16, the Group recognizes a right-of-use asset and a corresponding lease liability with respect to
contracts considered as a lease in which the Group acts as lessee, except for leases with a term of 12 months or less (“short-
term leases”), and leases for which the underlying asset is of a low value (“low-value asset”). Payments associated with these
leases are recognized on a straight-line basis as expenses in profit and loss. The lease contracts in the Group mainly concern
real estate, vehicles and other equipment.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease
incentives received.
The lease liability is initially measured at the present value of the remaining lease payments, discounted using the lessee’s
incremental borrowing rate. This rate is calculated based on the Group’s incremental borrowing rate adjusted in accordance
with IFRS 16, taking into account (i) the economic environment of the subsidiaries, and in particular their credit risk, (ii) the
currency in which the contract is concluded and (iii) the duration of the contract at inception (or the remaining duration for
contracts existing upon the initial application of IFRS 16). The methodology applied to determine the incremental borrowing
rate reflects the profile of the lease payments (duration method).
The lease term is assessed, including whether a renewal option is reasonably certain to be exercised or a termination option is
reasonably certain not to be exercised, on a case-by-case basis. The lease term is reassessed if a significant event or a
significant change in circumstances that is within the control of the lessee occurs and may affect the assessment made. In
determining the enforceable period of a lease, the Group applies a broad interpretation of the term penalty and takes into
consideration not only contractual penalties arising from termination, but also ancillary costs that could arise in case of an
early termination of the lease.
Cushion gas
“Cushion” gas injected into underground storage facilities is essential for ensuring that reservoirs can be operated effectively,
and is therefore inseparable from these reservoirs. Unlike “working” gas which is included in inventories (see Note 24.2
“Inventories”), cushion gas is reported in other property, plant and equipment.
Depreciation
In accordance with the components approach, each significant component of an item of property, plant and equipment with a
different useful life from that of the main asset to which it relates is depreciated separately over its own useful life.
Property, plant and equipment is depreciated mainly using the straight-line method over the following useful lives:
Useful life
Main depreciation periods (years) Minimum Maximum
Plant and equipment
• Storage – Production – Transport – Distribution 5 60*
• Installation – Maintenance 3 10
• Hydraulic plant and equipment 20 65
Other property, plant and equipment 2 33
* Excluding cushion gas
The range of useful lives is due to the diversity of the assets in each category. The minimum periods relate to smaller
equipment and furniture, while the maximum periods concern network infrastructures and storage facilities. In accordance
with the law of January 31, 2003 adopted by the Belgian Chamber of Representatives with respect to the gradual phase-out
of nuclear energy for the industrial production of electricity, the useful lives of nuclear power stations were reviewed and
adjusted prospectively to 40 years as from 2003, except for Tihange 1, Doel 1 and Doel 2 for which the operating lives have
been extended by 10 years.

Fixtures and fittings relating to hydro plants operated by the Group are depreciated over the shorter of the contract term and
the useful life of the assets, taking into account the renewal of the concession period if such renewal is considered to be
reasonably certain.
The right-of-use asset related to leases is depreciated using the straight-line method from the commencement date to the end
of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term. In
that case the right-of-use asset is depreciated over the useful life of the underlying asset, which is determined on the same
basis as that used for property, plant and equipment mentioned above.
Risk of impairment
See Note 14 “Intangible assets”.
Impairment indicators
See Note 13 “Goodwill”.
15.1 Movements in property, plant and equipment

Plant and Dismantling Assets in Right of
In millions of euros Land Buildings equipment Vehicles costs progress use Other Total
Gross amount
At December 31, 2019 698 5,490 81,857 467 3,496 4,172 3,882 1,417 101,478
Acquisitions/Increases 8 23 291 50 ‐ 4,625 584 112 5,693
Disposals (8) (56) (352) (36) ‐ (20) (78) (48) (597)
Translation adjustments (28) (109) (2,557) (8) (26) (258) (152) (46) (3,183)
Changes in scope of
consolidation 1 (1) (294) 1 (1) ‐ (12) 4 (302)
Transfer to “Assets
classified as held for sale” (4) ‐ (629) ‐ ‐ 86 (62) (12) (620)
Other (33) 99 3,640 14 124 (3,989) (12) 15 (141)
AT DECEMBER 31, 2020 633 5,447 81,958 488 3,593 4,616 4,151 1,442 102,327
Accumulated depreciation and impairment
At December 31, 2019 (134) (2,995) (41,722) (320) (2,223) (357) (868) (901) (49,520)
Depreciation (5) (152) (2,674) (49) (177) ‐ (487) (111) (3,655)
Impairment (11) (17) (547) ‐ (419) (170) (8) ‐ (1,171)
Disposals ‐ 48 313 32 5 7 66 42 512
Translation adjustments 10 29 1,047 5 5 13 28 22 1,160
Changes in scope of
consolidation ‐ 1 32 ‐ ‐ (1) ‐ (3) 28
Transfer to “Assets
classified as held for sale” ‐ ‐ 40 ‐ ‐ ‐ 11 3 54
Other 41 (5) 68 (8) (165) 198 3 20 153
AT DECEMBER 31, 2020 (99) (3,090) (43,444) (341) (2,973) (309) (1,256) (928) (52,439)
Carrying amount
At December 31, 2019 564 2,495 40,135 147 1,273 3,815 3,014 515 51,958
AT DECEMBER 31, 2020 535 2,356 38,514 147 619 4,308 2,895 514 49,889
In 2020, the net decrease in “Property, plant and equipment” • the classification under “Assets held for sale” for a negative
essentially takes into account: €566 million, mainly relating to solar farms in India
• depreciation for a total negative amount of €3,655 million; (€361 million), wind and solar farms in Mexico and Italy
(€169 million) and to EV Box (€36 million);
• impairment losses on property, plant and equipment
amounting to €1,171 million mainly relating to: • changes in the scope of consolidation amounting to a
negative €274 million, primarily relating to disposals in
— nuclear assets in Belgium (€715 million),
renewable energies in Australia and France for a total
— renewable assets in Brazil, Mexico, Chile, France and the negative amount of €273 million;
United States (€193 million),
• negative foreign exchange effets of €2,023 million, mainly
— gas-fired power plants in Spain and the United States resulting from the sharp depreciation of the Brazilian real
(€51 million), (negative impact of €1,063 million), fluctuations in the
— gas distribution assets in Argentina (€41 million), US dollar (negative impact of €728 million) and the pound
— coal-fired power plants in Brazil and the United Kingdom sterling (negative impact of €96 million);
(€59 million);

partly offset by: in the United States, in Latin America and in France
• maintenance and development investments for a total (€1,906 million), as well as the extension of the
amount of €5,109 million mainly related to the transportation and distribution networks in the France
construction and the development of wind and solar farms Infrastructure segment (€1,333 million).
15.2 Pledged and mortgaged assets

Items of property, plant and equipment pledged by the Group • renewable assets in France for a negative €39 million;
to guarantee borrowings and debt amounted to €1,749 million • the entity FHH (Guernsey) Ltd. in the United Kingdom for a
at December 31, 2020 compared to €2,261 million at negative €42 million mainly due to the depreciation of the
December 31, 2019. pound sterling (negative impact of €34 million).
The net decrease mainly relates to:
• thermoelectric and wind assets in Brazil for a negative
€416 million, due to the sharp depreciation of the Brazilian
real (negative impact of €433 million);
15.3 Contractual commitments to purchase property, plant and equipment

In the ordinary course of their operations, some Group Investment commitments made by the Group to purchase
companies have entered into commitments to purchase, and property, plant and equipment totaled €2,212 million at
the related third parties to deliver, property, plant and December 31, 2020 compared to €1,384 million at
equipment. These commitments relate mainly to orders for December 31, 2019.
equipment and material related to the construction of energy The net increase primarily relates to the construction of solar
production units and to service agreements. farms in India for an amount of €305 million.
15.4 Other information

Borrowing costs for 2020 included in the cost of property, plant and equipment amounted to €103 million at December 31, 2020
compared to €106 million at December 31, 2019.
NOTE 16 Financial instruments
16.1 Financial assets
In accordance with the principles of IFRS 9 – Financial Instruments, financial assets are recognized and measured either at
amortized cost, at fair value through equity or at fair value through profit or loss based on the following two criteria:
• a first criterion relating to the contractual cash flow characteristics of the financial asset. The analysis of contractual cash
flow characteristics makes it possible to determine whether these cash flows are “only payments of principal and interest
on the outstanding amounts” (known as the “SPPI” test or Solely Payments of Principal and Interest);
• a second criterion relating to the business model used by the Group to manage its financial assets. IFRS 9 defines three
different business models: a first business model whose objective is to hold assets in order to collect contractual cash flows
(hold to collect), a second model whose objective is achieved by both collecting contractual cash flows and selling financial
assets (hold to collect and sell), and other business models.
The identification of the business model and the analysis of the contractual cash flow characteristics require judgment to
ensure that the financial assets are classified in the appropriate category.
Where the financial asset is an investment in an equity instrument and is not held for trading, the Group may irrevocably
elect to present the gains and losses on that investment in other comprehensive income.
Except for trade receivables, which are measured at their transaction price in accordance with IFRS 15, financial assets are
measured, on initial recognition, at fair value plus, in the case of a financial asset not at fair value through profit or loss,
transaction costs that are directly attributable to their acquisition.
At the end of each reporting period, financial assets measured using the amortized cost method or at fair value through other
comprehensive income (with a recycling mechanism) are subject to an impairment test based on the expected credit losses
method.
Financial assets also include derivatives that are measured at fair value in accordance with IFRS 9.
In accordance with IAS 1, the Group presents current and non-current assets and current and non-current liabilities separately
in the statement of financial position. In view of the majority of the Group's activities, it was considered that the criterion to
be used to classify assets is the expected time to realize the asset or settle the liability: the asset is classified as current if this
period is less than 12 months and as non-current if it is more than 12 months after the reporting period.

The following table presents the Group’s different categories of financial assets, broken down into current and non-current items:
Dec. 31, 2020 Dec. 31, 2019

Non- Non-
In millions of euros Notes current Current Total current Current Total
Other financial assets 16.1 9,009 2,583 11,592 7,022 2,546 9,567
Equity instruments at fair value
through other comprehensive income 1,197 - 1,197 921 - 921
Equity instruments at fair value
through income 471 - 471 377 - 377
Debt instruments at fair value
through other comprehensive income 1,795 111 1,906 1,072 77 1,149
Debt instruments at fair value
through income 1,404 432 1,836 871 397 1,268
Loans and receivables at amortized cost 4,141 2,041 6,182 3,782 2,072 5,854
Trade and other receivables 7.2 - 14,295 14,295 - 15,180 15,180
Assets from contracts with customers 7.2 26 7,738 7,764 15 7,816 7,831
Cash and cash equivalents - 12,980 12,980 - 10,519 10,519
Derivative instruments 16.4 2,996 8,069 11,065 4,137 10,134 14,272
TOTAL 12,031 45,665 57,696 11,174 46,194 57,369
16.1.1 Other financial assets

16.1.1.1 Equity instruments at fair value
Equity instruments at fair value through other comprehensive income (OCI)
Under IFRS 9 an irrevocable election can be made to present subsequent changes in the fair value of an investment in an
equity instrument that is not held for trading in other comprehensive income. This choice is made on an instrument by
instrument basis. Amounts presented in other comprehensive income should not be transferred to profit or loss including
proceeds of disposals. However, IFRS 9 authorizes the transfer of the accumulated profits and losses to another component of
equity. Dividends from such investments are recognized in profit or loss unless the dividend clearly represents the recovery
of a portion of the cost of the investment.
The equity instruments recognized under this line item mainly concern investments in companies that are not controlled by
the Group and for which OCI measurement has been selected given their strategic and long-term nature.
Upon initial recognition, these equity instruments are recognized at fair value, which is generally their acquisition cost, plus
transaction costs.
At each reporting date, for listed securities, fair value is determined based on the quoted market price at the reporting date.
For unlisted securities, fair value is measured using valuation models based primarily on the latest market transactions, the
discounting of dividends or cash flows and the net asset value.
Equity instruments at fair value through profit or loss

Equity instruments that are held for trading or for which the Group has not elected for measurement at fair value through
other comprehensive income are measured at fair value through profit or loss.
This category mainly includes investments in companies not controlled by the Group.
Upon initial recognition, these equity instruments are recognized at fair value, which is generally their acquisition cost.
At each reporting date, for listed and unlisted securities, the same measurement method as described above should be
applied.

Equity instruments at fair Equity instruments

value through other at fair value
In millions of euros comprehensive income through income Total
At December 31, 2019 921 377 1,297
Increase/Reclassification 291 51 342
Decrease (78) (8) (85)
Changes in fair value 46 3 49
Changes in scope of consolidation,
translation adjustments and other 17 48 65
AT DECEMBER 31, 2020 1,197 471 1,668
Dividends 35 8 43
Equity instruments break down as €606 million of listed equity instruments and €1,062 million of unlisted equity instruments.
This amount mainly includes shares held by the Group as a minority interest in Nord Stream AG for an amount of €552 million, as
well as the Group’s residual interest in SUEZ (previously accounted for using the equity method) for €185 million.
16.1.1.2 Debt instruments at fair value
Debt instruments at fair value through other comprehensive income
Financial assets that are held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets and for which the contractual terms give rise on specified dates to cash flows that are solely
payments of principal and interest on the outstanding amount (SPPI), are measured at fair value through OCI (with a recycling
mechanism). This involves a measurement through profit or loss for interest (at amortized cost using the effective interest
method), impairment and foreign exchange gains and losses, and through OCI (with a recycling mechanism) for other gains or
losses.
This category mainly includes bonds.
Fair value gains and losses on these instruments are recognized in other comprehensive income, except for the following
items which are recognized in profit or loss:
• interest income using the effective interest method;
• expected credit losses and reversals;
• foreign exchange gains and losses.
When the financial asset is derecognized, the cumulative gain or loss that was previously recognized in other comprehensive
income is reclassified from equity to profit or loss.
Debt instruments at fair value through profit or loss

Financial assets whose contractual cash flows do not consist solely of payments of principal and interest on the amount
outstanding (SPPI) or that are held in view of an “other” business model are measured at fair value through profit or loss.
The Group's investments in UCITS are accounted for in this caption. They are considered as debt instruments, according to
IAS 32 – Financial Instruments: Presentation, given the existence of an obligation for the issuer to redeem units, at the request
of the holder. They are measured at fair value through profit or loss because the contractual cash flow characteristics do not
meet the SPPI test.
Debt instruments Liquid debt instruments Liquid debt

at fair value held for cash instruments held
through other investment purposes at Debt instruments for cash investment
comprehensive fair value through other at fair value purposes at fair value
In millions of euros income comprehensive income through income through income Total
At December 31, 2019 1,138 11 761 507 2,417
Increase 1,521 - 1,017 128 2,667
Decrease (734) (2) (459) (38) (1,233)
Changes in fair value (22) - (91) - (112)
Changes in scope
of consolidation,
translation adjustments
and other (8) 2 10 - 4
AT DECEMBER 31, 2020 1,895 11 1,238 598 3,742
Debt instruments at fair value at December 31, 2020 include bonds and money market funds held by Synatom for €3,086 million
and liquid instruments deducted from net financial debt for €608 million (respectively €1,846 million and €518 million at
December 31, 2019).

Developments regarding the Synatom portfolios

In 2020, in view of the current crisis in the financial markets, Furthermore, money market funds recorded as debt
in order to limit risks and in accordance with the Group’s instruments at fair value through income and equity
policies, the various investment managers of the portfolios instruments at fair value through other comprehensive
held by Synatom were required to sell part of the equity income over the period generated a negative change in fair
portfolio and the bond portfolio, with no material impact on value of €134 million, respectively recognized in net non-
income or equity. recurring financial income for a negative €87 million, and in
equity for a negative €47 million.
16.1.1.3 Loans and receivables at amortized cost
Loans and receivables held by the Group under a business model consisting in holding the instrument in order to collect the
contractual cash flows, and whose contractual cash flows consist solely of payments of principal and interest on the principal
amount outstanding (SPPI test) are measured at amortized cost. Interest is calculated using the effective interest method.
The following items are recognized in profit or loss:
• interest income using the effective interest method;
• expected credit losses and reversals;
• foreign exchange gains and losses.
The Group enters into services or take-or-pay contracts that are, or contain, a lease and under which the Group acts as lessor
and its customers as lessees. Leases are analyzed in accordance with IFRS 16 in order to determine whether they constitute
an operating lease or a finance lease. Whenever the terms of the lease transfer substantially all the risk and rewards of
ownership of the related asset, the contract is classified as a finance lease and a finance receivable is recognized to reflect the
financing deemed to be granted by the Group to the customer.
Leasing security deposits are presented in this caption and recognized at their nominal value.
Please refer to Note 17 “Risks arising from financial instruments” regarding the assessment of counterparty risk.
Dec. 31, 2020 Dec. 31, 2019

In millions of euros Non-current Current Total Non-current Current Total
Loans granted to affiliated companies 2,527 148 2,675 2,293 172 2,465
Other receivables at amortized cost 205 1,740 1,944 301 1,697 1,998
Amounts receivable under concession contracts 853 51 904 588 65 653
Amounts receivable under finance leases 557 101 658 599 138 738
TOTAL 4,141 2,041 6,182 3,782 2,072 5,854
Loans and receivables at amortized cost include the loan Impairment and expected credit losses against loans and
relating to the financing of the Nord Stream 2 pipeline project receivables at amortized cost stood at €204 million at
for a total amount of €948 million, including capitalized December 31, 2020 (versus €139 million at December 31, 2019).
interest. Net gains and losses recognized in the income statement
The €311 million loan granted to Neptune Energy as part of relating to loans and receivables at amortized cost break
the sale of the exploration-production business was repaid in down as follows:
an amount of €222 million during the year.
Post-acquisition measurement
In millions of euros Interest income Foreign currency translation Expected credit loss
At December 31, 2020 285 (48) -
At December 31, 2019 233 (38) 4
No material expected credit losses were recognized against loans and receivables at amortized cost at December 31, 2020 and
December 31, 2019.
Amounts receivable under finance leases
These contracts refer to lease contracts in which ENGIE acts production asset; and (ii) certain contracts with industrial
as lessor, classified as finance leases in accordance with customers relating to assets held by the Group.
IFRS 16. They concern (i) energy purchase and sale contracts The Group has recognized finance lease receivables, notably
where the contract conveys an exclusive right to use a for cogeneration plants for Wapda and NTDC (Uch – Pakistan)
and Lanxess (Electrabel – Belgium).


Undiscounted future minimum lease payments 760 892
Unguaranteed residual value accruing to the lessor 11 8
Total gross investment in the lease 771 900
Unearned financial income 62 94
NET INVESTMENT IN THE LEASE (STATEMENT OF FINANCIAL POSITION) 709 806
Of which present value of future minimum lease payments 700 801
Of which present value of unguaranteed residual value 9 6
Undiscounted minimum lease payments receivable under finance leases can be analyzed as follows:

Year 1 130 118
Years 2 to 5 inclusive 379 470
Beyond year 5 251 304
TOTAL 760 892
16.1.2 Trade and other receivables, assets from contracts with customers
Information on trade and other receivables and assets from contracts with customers are provided in Note 7.2.”Trade and other
receivables, assets and liabilities from contracts with customers”.
16.1.3 Cash and cash equivalents
This item includes cash equivalents as well as short-term investments that are considered to be readily convertible into a known
amount of cash and where the risk of a change in their value is deemed to be negligible based on the criteria set out in IAS 7.
Bank overdrafts are not included in the calculation of cash and cash equivalents and are recorded under “Short-term
borrowings”.
Cash and cash equivalent items are subject to impairment tests in accordance with the expected credit losses model of IFRS 9.
“Cash and cash equivalents” totaled €12,980 million at At December 31, 2020, this amount also included €68 million
December 31, 2020 (€10,519 million at December 31, 2019). in cash and cash equivalents subject to restrictions
This amount included funds related to the green bond issues, (€86 million at December 31, 2019), including €48 million of
which remain unallocated to the funding of eligible projects cash equivalents set aside to cover the repayment of
(see Section 5 of the Universal registration document). borrowings and debt as part of project financing
arrangements in certain subsidiaries.
Gains recognized in respect of “Cash and cash equivalents”
amounted to €45 million at December 31, 2020 compared to
€76 million at December 31, 2019.
16.1.4 Financial assets set aside to cover the future costs of dismantling nuclear facilities and managing
radioactive fissile material
As indicated in Note 19.2 “Obligations relating to nuclear Since October 2019, Electrabel has not taken out any further
power generation activities”, the Belgian law of loans in respect of provisions for the back-end of the nuclear
April 11, 2003, amended by the law of April 25, 2007, fuel cycle and has undertaken to repay all of the loans taken
granted the Group’s wholly-owned subsidiary Synatom out for that purpose by 2025. In 2020, Synatom therefore
responsibility for managing and investing funds received increased its investments in financial assets to cover the
from operators of nuclear power plants in Belgium and future costs of managing radioactive fissile material by nearly
intended to cover the costs of dismantling nuclear power €1.3 billion.
plants and managing radioactive fissile material. The financial assets covering future costs of dismantling
Pursuant to the law, Synatom may lend up to 75% of these nuclear facilities and managing radioactive fissile material are
funds to nuclear power plant operators provided that certain either loans to legal entities that meet the credit quality
credit quality criteria are met. The funds that cannot be lent criteria required by law or other external assets with
to nuclear operators are invested in assets to cover the sufficient diversification and spread to minimize the risk. The
liabilities. Commission for Nuclear Provisions issues an opinion on the
asset classes in which Synatom may invest.

Loans to entities outside the Group and other cash investments are shown in the table below:

Loans to third parties 11 467
Loan to Eso/Elia - 453
Loan to Sibelga 11 14
Others loans and receivables at amortized cost 332 85
Debt instruments – restricted cash 332 85
Equity and debt instruments at fair value 3,492 2,054
Equity instruments at fair value through other comprehensive income 406 207
Debt instruments at fair value through other comprehensive income 1,895 1,138
Debt instruments at fair value through income 1,191 709
TOTAL 3,835 2,606
Loans to legal entities outside the Group and the cash subject through other comprehensive income”, “Debt instruments at
to restrictions held by money market funds are shown in the fair value through other comprehensive income” or “Debt
statement of financial position as “Loans and receivables at instruments at fair value through income” (see Note 16.1
amortized cost”. Bonds and money market funds held by “Financial assets”).
Synatom are shown as “Equity instruments at fair value
16.1.5 Transfer of financial assets

At December 31, 2020, the outstanding amount of transferred continuing involvement in these financial assets, was not
financial assets (as well as the risks to which the Group material in terms of the Group’s indicators.
remains exposed following the transfer of those financial In 2020, the Group carried out disposals without recourse to
assets) as part of transactions leading to either (i) all or part financial assets as part of transactions leading to full
of those assets being retained in the statement of financial derecognition, for an outstanding amount of €1,257 million at
position, or (ii) their full deconsolidation while retaining a December 31, 2020.
16.1.6 Financial assets and equity instruments pledged as collateral for borrowings and debt

Financial assets and equity instruments pledged as collateral 3,716 4,471
This item mainly includes the carrying amount of equity instruments pledged as collateral for borrowings and debt.
16.2 Financial liabilities
Borrowings and other financial liabilities are measured at amortized cost using the effective interest rate method.
On initial recognition, any issue or redemption premiums and discounts and issuing costs are added to/deducted from the
nominal value of the borrowings concerned. These items are taken into account when calculating the effective interest rate
and are therefore recorded in the consolidated income statement over the life of the borrowings using the amortized cost
method.
As regards structured debt instruments that do not have an equity component, the Group may be required to separate an
“embedded” derivative instrument from its host contract. When an embedded derivative is separated from its host contract,
the initial carrying amount of the structured instrument is broken down into an embedded derivative component,
corresponding to the fair value of the embedded derivative, and a financial liability component, corresponding to the
difference between the amount of the issue and the fair value of the embedded derivative. The separation of components
upon initial recognition does not give rise to any gains or losses.
The debt is subsequently recorded at amortized cost using the effective interest method while the derivative is measured at
fair value, with changes in fair value recognized in profit or loss.
Financial liabilities are recognized either:
• as “Amortized cost liabilities” for borrowings, trade payables and other creditors, and other financial liabilities;
• as “Liabilities measured at fair value through profit or loss” for derivative financial instruments and for financial liabilities
designated as such.

The following table presents the Group’s different financial liabilities at December 31, 2020, broken down into current and
non–current items:
Dec. 31, 2020 Dec. 31, 2019

In millions of euros Notes Non-current Current Total Non-current Current Total
Borrowings and debt 30,092 7,846 37,939 30,002 8,543 38,544
Trade and other payables 16.2 - 17,307 17,307 - 19,109 19,109
Liabilities from contracts
with customers 7.2 39 4,315 4,354 45 4,286 4,330
Derivative instruments 16.4 3,789 9,336 13,125 5,129 10,446 15,575
Other financial liabilities 77 - 77 38 - 38
TOTAL 33,997 38,805 72,802 35,213 42,383 77,596
16.2.1 Trade and other payables

Trade payables 16,890 18,683
Payable on fixed assets 417 426
TOTAL 17,307 19,109
The carrying amount of these financial liabilities represents a reasonable estimate of their fair value.
16.2.2 Liabilities from contracts with customers

Information on liabilities from contracts with customers are provided in Note 7.2. “Trade and other receivables, assets and
liabilities from contracts with customers”.
16.3 Net financial debt

16.3.1 Net financial debt by type
Dec. 31, 2020 Dec. 31, 2019

Non- Non-
In millions of euros current Current Total current Current Total
Borrowings and debt Bond issues 24,724 1,446 26,170 23,262 2,753 26,015
Bank borrowings 3,136 986 4,123 4,229 1,063 5,292
Negotiable commercial paper - 4,024 4,024 - 3,233 3,233
Lease liabilities 1,892 494 2,386 1,935 578 2,512
Other borrowings (1) 340 594 935 576 668 1,244
Bank overdrafts and current
account - 301 301 - 247 247
Borrowings and debt 30,092 7,846 37,939 30,002 8,543 38,544
Other financial assets Other financial assets deducted
from net financial debt (2) (210) (1,878) (2,088) (213) (1,289) (1,502)
Cash and cash equivalents Cash and cash equivalents - (12,980) (12,980) - (10,519) (10,519)
Derivatives hedging
Derivative instruments borrowings (3) (306) (107) (413) (521) (83) (604)
NET FINANCIAL DEBT 29,577 (7,119) 22,458 29,267 (3,348) 25,919
(1) This item corresponds to the revaluation of the interest rate component of debt in a qualified fair value hedging relationship
for €396 million, margin calls on debt hedging derivatives carried in liabilities for €262 million and the impact of amortized cost
for €117 million (compared to, respectively, €353 million, €399 million and €224 million at December 31, 2019)
(2) This item notably corresponds to assets related to financing, liquid debt instruments held for cash investment purposes and margin calls
on derivatives hedging borrowings – carried in assets
(3) This item represents the interest rate component of the fair value of derivatives hedging borrowings in a designated fair value hedging
relationship. It also represents the exchange rate and outstanding accrued interest rate components of the fair value of all debt-related
derivatives irrespective of whether or not they qualify as hedges
The fair value of gross borrowings and debt (excluding lease liabilities) amounted to €39,036 million at December 31, 2020,
compared with a carrying amount of €35,546 million.
Financial income and expenses related to borrowings and debt are presented in Note 10 “Net financial income/(loss)”.

16.3.2 Reconciliation between net financial debt and cash flow from (used in) financing activities
Cash flow
from operating
and investing
Cash flow activities
from and variation of Change Change in scope
Dec. 31, financing cash and cash in fair Translation of consolidation Dec. 31,
In millions of euros 2019 activities equivalents value adjustments and others 2020
Borrowings Bond issues 26,015 826 - - (705) 34 26,170
and debt
Bank borrowings 5,292 (93) - - (582) (494) 4,123
Negotiable
commercial paper 3,233 859 - - (69) - 4,024
Lease liabilities (1) 2,512 (573) - - (62) 509 2,386
Other borrowings 1,244 (378) - 193 (42) (82) 935
Bank overdrafts
and current account 247 51 - - 5 (2) 301
Borrowings and debt 38,544 692 - 193 (1,455) (35) 37,939
Other financial Other financial
assets assets deducted from
net financial debt (1,502) (608) - (2) 24 1 (2,088)
Cash and cash Cash and cash
equivalents equivalents (10,519) - (2,952) - 535 (44) (12,980)
Derivative Derivatives hedging
instruments borrowings (604) 380 - (10) (182) 3 (413)
NET FINANCIAL
DEBT 25,919 463 (2,952) 180 (1,078) (75) 22,458
(1) Lease liabilities: the negative amount of €573 million included in the “Cash flow from financing activities” column corresponds to lease
payments, excluding interest (total cash outflow for leases amounted to €616 million, of which €43 million relating to interest)
16.3.3 Main events of the period

16.3.3.1 Impact of changes in the scope of consolidation and in exchange rates on net financial debt
In 2020, changes in exchange rates resulted in a • acquisitions carried out in 2020 which increased net
€1,078 million decrease in net financial debt, including a financial debt by €2,518 million, mainly due to the
€701 million decrease in relation to the Brazilian real and a creation, on a 50/50 basis with Meridiam, of the company
€356 million decrease in relation to the US dollar. that operates the concession granted by the University of
Changes in the scope of consolidation (including the cash Iowa in the United States, for energy efficiency and water
impact of acquisitions and disposals) led to a €1,925 million management; the acquisition of the residual 10% stake in
decrease in net financial debt, reflecting: Transportadora Associada de Gás S. A. (TAG) and an electric
power transmission concession in Brazil; the acquisition
• disposals of assets over the period, which reduced net
from EDP of the second largest hydroelectric portfolio in
financial debt by €4,146 million, notably including the
Portugal via a consortium 40%-owned by ENGIE; the
disposal of the ENGIE’s interests in Astoria 1 and 2 in the
acquisition of Renvico,which operates in the field of
United States, and the sale of part of ENGIE's interest in
renewable energy in France and Italy; and the acquisition
SUEZ to the VEOLIA group (see Note 4.1 “Disposals carried
of minority interests in an LNG terminal in France (see
out in 2020”);
Note 4.4 “Acquisitions carried out in 2020”).
• the classification of renewable energy assets in India and
Mexico, as well as the Group’s interest in the EV Charged
BV company under “Assets held for sale”, which reduced
net financial debt by €297 million (see Note 4.2 “Assets
held for sale”);

16.3.3.2 Financing and refinancing transactions

The Group carried out the following main transactions in 2020:
ENGIE SA
• on January 21, 2020 ENGIE SA redeemed €824 million — on March 23, 2020 for €200 million,
worth of bonds: — on March 30, 2020 for €385 million;
— a €400 million tranche matured with a 2.5% coupon, • on April 16, 2020, ENGIE SA redeemed €200 million worth
— a €424 million tranche matured with a 3.125% coupon; of bonds that matured with a floating EURIBOR 3M coupon
• on March 27, 2020, ENGIE SA issued €2.5 billion worth of plus a 0.58% mark-up;
bonds: • on May 19, 2020 ENGIE SA redeemed €1.2 billion worth of
— a €1,000 million tranche, maturing in March 2025 with a green bonds that matured with a 1.375% coupon;
1.375% coupon, • on June 11, 2020, ENGIE SA issued €750 million worth of
— a €750 million tranche, a green bond maturing in bonds maturing in June 2027 with a 0.375% coupon;
March 2028 with a 1.75% coupon, • on October 9, 2020, ENGIE SA redeemed CHF 275 million
— a €750 million tranche, a green bond maturing in (€255 million) worth of bonds with a 1.13% coupon at
March 2032 with a 2.125% coupon; maturity;
• ENGIE SA drew down bilateral lines for a total amount of • on December 23, 2020, ENGIE SA redeemed a USD 300 million
€885 million for a duration of one month: bank loan (€246 million), with a floating US Libor 3 months
— on March 20, 2020 for €300 million, coupon plus a 0.90% mark-up at maturity;
Other entities of the Group

• on January 28, 2020, ENGIE Energia Chile carried out the • on September 23, 2020, ENGIE Brasil Energia took out two
following refinancing transactions: bank loans for a total amount of BRL 340 million
— issue of USD 500 million (€453 million) worth of bonds, (€54 million) including a BRL 102 million loan maturing in
maturing in January 2030 with a 3.4% coupon, April 2028 and a BRL 238 million loan maturing in
— redemption of USD 400 million (€363 million) worth of October 2036;
bonds, maturing in January 2021 with a 5.625% coupon, • on November 15, 2020, ENGIE Brasil Energia took out two
— redemption of two bank loans totaling USD 80 million bank loans for a total amount of BRL 582 million
(€72 million) maturing in June 2020; (€91 million) including a BRL 150 million loan maturing in
April 2028 and a BRL 432 million loan maturing in
• on August 1, 2020, ENGIE Brasil Energia took out thirteen
October 2036;
bank loans for a total amount of BRL 1,167 million
(€197 million) maturing in March 2044; • on November 17, 2020, ENGIE Brasil Energia redeemed the
outstanding amount of BRL 965 million (€149 million)
• on August 10, 2020, ENGIE Brasil Energia took out two
worth of bonds at maturity;
bank loans for a total amount of BRL 742 million
(€123 million) maturing in May 2044; • on December 17, 2020, ENGIE Brasil Energia took out eight
bank loans for a total amount of BRL 272 million
(€43 million) maturing in March 2044.
16.4 Derivative instruments
Derivative financial instruments are measured at fair value. This fair value is determined on the basis of market data,
available from external contributors. In the absence of an external benchmark, a valuation based on internal models
recognized by market participants and favoring data directly derived from observable data such as OTC quotations is used.
The change in fair value of derivative financial instruments is recorded in the income statement except when they are
designated as hedging instruments in a cash flow hedge or net investment hedge. In this case, changes in the value of the
hedging instruments are recognized directly in equity, excluding the ineffective portion of the hedges.
The Group uses derivative financial instruments to manage and reduce its exposure to market risks arising from fluctuations
in interest rates, foreign currency exchange rates and commodity prices, mainly for gas and electricity. The use of derivative
instruments is governed by a Group policy for managing interest rate, currency and commodity risks (see Note 17 – Risks
arising from financial instruments).
Derivative financial instruments are contracts (i) whose value changes in response to the change in one or more observable
variables, (ii) that do not require any material initial net investment, and (iii) that are settled at a future date.
Derivative instruments include swaps, options, futures and swaptions, as well as forward commitments to purchase or sell
listed and unlisted securities, and firm commitments or options to purchase or sell non-financial assets that involve physical
delivery of the underlying.

For purchases and sales of electricity and natural gas, the Group systematically analyzes whether the contract was entered
into in the “normal” course of operations and therefore falls outside the scope of IFRS 9. This analysis consists firstly in
demonstrating that the contract is entered into and continues to be held for the purpose of physical delivery or receipt of the
commodity in accordance with the Group’s expected purchase, sale or usage requirements.
The second step is to demonstrate that the Group has no practice of settling similar contracts on a net basis and that these
contracts are not equivalent to written options. In particular, in the case of electricity and gas sales allowing the buyer a
certain degree of flexibility concerning the volumes delivered, the Group distinguishes between contracts that are equivalent
to capacity sales considered as transactions falling within the scope of ordinary operations and those that are equivalent to
written financial options, which are accounted for as derivative financial instruments.
Only contracts that meet all of the above conditions are considered as falling outside the scope of IFRS 9. Adequate specific
documentation is compiled to support this analysis.
Embedded derivatives
The main Group contracts that may contain embedded derivatives are contracts with clauses or options potentially affecting
the contract price, volume or maturity. This is the case primarily with contracts for the purchase or sale of non-financial
assets, whose price is revised based on an index, the exchange rate of a foreign currency or the price of an asset other than
the contract’s underlying.
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract –
with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative.
If a hybrid contract contains a host that is an asset within the scope of IFRS 9, the Group applies the presentation and
measurements requirements described in Note 17.1. to the entire hybrid contract.
Conversely, when a hybrid contract contains a host that is not an asset within the scope of IFRS 9, an embedded derivative
shall be separated from the host and accounted for as a derivative if, and only if:
• the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics
and risks of the host;
• a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and
• the hybrid contract is not measured at fair value with changes in fair value recognized in profit or loss (i.e., a derivative
that is embedded in a financial liability at fair value through profit or loss is not separated).
Where an embedded derivative is separate from the host contract, it is measured at fair value and fair value changes are
recognized in profit or loss (except if the embedded derivative is documented in a hedge relationship).
Hedging instruments: recognition and presentation

Derivative instruments qualifying as hedging instruments are recognized in the consolidated statement of financial position
and measured at fair value. However, their accounting treatment varies according to whether they are classified as (i) a fair
value hedge of an asset or liability; (ii) a cash flow hedge, or (iii) a hedge of a net investment in a foreign operation.
Fair value hedges

A fair value hedge is defined as a hedge of the exposure to changes in fair value of a recognized asset or liability such as a
fixed-rate loan or borrowing, or of assets, liabilities or an unrecognized firm commitment denominated in a foreign currency.
The gain or loss from remeasuring the hedging instrument at fair value is recognized in income. The gain or loss on the
hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is also recognized in income
even if the hedged item is in a category in respect of which changes in fair value are recognized through other comprehensive
income. These two adjustments are presented net in the consolidated income statement, with the net effect corresponding to
the ineffective portion of the hedge.
Cash flow hedges

A cash flow hedge is a hedge of the exposure to variability in cash flows that could affect the Group’s income. The hedged
cash flows may be attributable to a particular risk associated with a recognized financial or non-financial asset or a highly
probable forecast transaction.
The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognized directly in
other comprehensive income, net of tax, while the ineffective portion is recognized in income. The gains or losses
accumulated in equity are reclassified to the consolidated income statement under the same caption as the loss or gain on the
hedged item – i.e., current operating income for operating cash flows and financial income or expenses for other cash flows –
in the same periods in which the hedged cash flows affect income.
If the hedging relationship is discontinued, in particular because the hedge is no longer considered effective, the cumulative
gain or loss on the hedging instrument remains recognized in equity until the forecast transaction occurs. However, if a
forecast transaction is no longer expected to occur, the cumulative gain or loss on the hedging instrument is immediately
recognized in income.

Hedge of a net investment in a foreign operation

In the same way as for a cash flow hedge, the portion of the gain or loss on the hedging instrument that is determined to be
an effective hedge of the currency risk is recognized directly in other comprehensive income, net of tax, while the ineffective
portion is recognized in income. The gains or losses accumulated in other comprehensive income are transferred to the
consolidated income statement when the investment is liquidated or sold.
Hedging instruments: identification and documentation of hedging relationships

The hedging instruments and hedged items are designated at the inception of the hedging relationship. The hedging
relationship is formally documented in each case, specifying the hedging strategy, the hedged risk and the method used to
assess hedge effectiveness. Only derivative contracts entered into with external counterparties are considered as being
eligible for hedge accounting
Hedge effectiveness is assessed and documented at the inception of the hedging relationship and on an ongoing basis
throughout the periods for which the hedge was designated.
Hedge effectiveness is demonstrated both prospectively and retrospectively using various methods, based mainly on a
comparison between changes in fair value or cash flows between the hedging instrument and the hedged item. Methods based
on an analysis of statistical correlations between historical price data are also used.
Derivative instruments not qualifying for hedge accounting: recognition and presentation
These items mainly concern derivative financial instruments used in economic hedges that have not been – or are no longer –
documented as hedging relationships for accounting purposes.
When a derivative financial instrument does not qualify or no longer qualifies for hedge accounting, changes in fair value are
recognized directly in income under (i) current operating income for derivative instruments with non-financial assets as the
underlying, and (ii) financial income or expenses for currency, interest rate and equity derivatives.
Derivative instruments not qualifying for hedge accounting used by the Group in connection with proprietary commodity
trading activities and other derivatives expiring in less than 12 months are recognized in the consolidated statement of
financial position in current assets and liabilities, while derivatives expiring after this period are classified as non-current
items.
Fair value measurement

The fair value of instruments listed on an active market is determined by reference to the market price. In this case, these
instruments are presented in level 1 of the fair value hierarchy.
The fair value of unlisted financial instruments for which there is no active market and for which observable market data
exist is determined based on valuation techniques such as option pricing models or the discounted cash flow method.
The models used to evaluate these instruments take into account assumptions based on market inputs:
• the fair value of interest rate swaps is calculated based on the present value of future cash flows;
• the fair value of forward foreign exchange contracts and currency swaps is calculated by reference to current prices for
contracts with similar maturities by discounting the future cash flow spread (difference between the forward exchange rate
under the contract and the forward exchange rate recalculated in line with the new market conditions applicable to the
nominal amount);
• the fair value of currency and interest rate options is calculated using option pricing models;
• commodity derivatives are valued by reference to listed market prices based on the present value of future cash flows
(commodity swaps or commodity forwards) and option pricing models (options), for which market price volatility may be a
factor. Contracts with maturities exceeding the depth of transactions for which prices are observable, or which are
particularly complex, may be valued based on internal assumptions;
• exceptionally, for complex contracts negotiated with independent financial institutions, the Group uses the values
established by its counterparties.
These instruments are presented in level 2 of the fair value hierarchy except when the evaluation is based mainly on data
that are not observable, in which case they are presented in level 3 of the fair value hierarchy. Most often, this is the case for
derivatives with a maturity that falls outside the observability period for market data relating to the underlying or when
certain inputs such as the volatility of the underlying are not observable.
Except in case of enforceable master netting arrangements or similar agreements, counterparty risk is included in the fair
value of financial derivative instrument assets and liabilities. It is calculated according to the “expected loss” method and
takes into account the exposure at default, the probability of default and the loss given default. The probability of default is
determined on the basis of credit ratings assigned to each counterparty (“historical probability of default” approach).

Derivative instruments recognized in assets and liabilities are measured at fair value and broken down as follows:
Dec. 31, 2020 Dec. 31, 2019

Assets Liabilities Assets Liabilities
Non- Non- Non- Non-
In millions of euros current Current Total current Current Total current Current Total current Current Total
Derivatives 619 147 766 313 39 353 705 124 829 183 41 225
hedging
borrowings
Derivatives 1,163 7,879 9,042 945 9,252 10,197 2,484 9,993 12,476 3,011 10,360 13,371
hedging
commodities
Derivatives 1,214 43 1,257 2,530 45 2,575 949 17 966 1,934 45 1,980
hedging other
items (1)
TOTAL 2,996 8,069 11,065 3,789 9,336 13,125 4,137 10,134 14,272 5,129 10,446 15,575
(1) Derivatives hedging other items mainly include the interest rate component of interest rate derivatives (not qualifying as hedges
or qualifying as cash flow hedges) that are excluded from net financial debt, as well as net investment hedge derivatives
16.4.1 Offsetting of derivative instrument assets and liabilities

The net amount of derivative instruments after taking into account enforceable master netting arrangements or similar
agreements, whether or not they are offset in accordance with paragraph 42 of IAS 32, are presented in the table below:
Dec. 31, 2020 Dec. 31, 2019

Net amount Net amount
recognized in recognized in
the statement Other the statement Other
Gross of financial offsetting Total net Gross of financial offsetting Total net
In millions of euros amount position agreements
(1) (2)
amount amount position agreements (2) amount
(1)
Derivatives hedging 9,465 9,042 (5,198) 3,844 13,121 12,476 (7,704) 4,772
commodities
Assets Derivatives hedging 2,023 2,023 (200) 1,822 1,795 1,795 (399) 1,397
borrowings
and other items
Derivatives hedging (10,621) (10,197) 6,307 (3,890) (14,015) (13,371) 9,872 (3,499)
commodities
Liabilities Derivatives hedging (2,928) (2,928) 1,362 (1,566) (2,204) (2,204) 899 (1,305)
borrowings
and other items
(1) Net amount recognized in the statement of financial position after taking into account offsetting agreements that meet the criteria set out in
paragraph 42 of IAS 32
(2) Other offsetting agreements include collateral and other guarantee instruments, as well as offsetting agreements that do not meet the criteria
set out in paragraph 42 of IAS 32

16.5 Fair value of financial instruments by level in the fair value hierarchy
16.5.1 Financial assets
The table below shows the allocation of financial instruments carried in assets to the different levels in the fair value hierarchy:
Dec. 31, 2020 Dec. 31, 2019

In millions of euros Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Other financial assets (excluding loans 5,410 3,693 - 1,718 3,714 2,069 - 1,645
and receivables at amortized cost)
Equity instruments at fair value through 1,197 421 - 775 921 222 - 698
other comprehensive income
Equity instruments at fair value through income 471 185 - 286 377 - - 377
Debt instruments at fair value through 1,906 1,895 - 11 1,149 1,138 - 11
other comprehensive income
Debt instruments at fair value through income 1,836 1,191 - 645 1,268 709 - 559
Derivative instruments 11,065 4 10,216 844 14,272 8 12,993 1,270
Derivatives hedging borrowings 766 - 766 - 829 - 829 -
Derivatives hedging commodities – 1,967 - 1,717 250 3,521 - 2,928 593
relating to portfolio management activities (1)
Derivatives hedging commodities – 7,075 4 6,477 594 8,955 8 8,271 677
relating to trading activities (1)
Derivatives hedging other items 1,257 - 1,257 - 966 - 966 -
TOTAL 16,475 3,697 10,216 2,562 17,986 2,077 12,993 2,916
(1) Derivative financial instruments relating to commodities classified in level 3 mainly include long-term gas supply contracts and a power
contract that are measured at fair value and relate to trading activities
A definition of these three levels is presented in Note 16.4 “Derivative instruments”.

Other financial assets (excluding loans and receivables at amortized cost)
Changes in level 3 equity and debt instruments at fair value can be analyzed as follows:
Equity instruments Debt instruments Other financial

at fair value at fair value Equity assets
through other through other instruments Debt instruments (excluding loans
comprehensive comprehensive at fair value at fair value and receivables
In millions of euros income income through income through income at amortized cost)
At December 31, 2019 698 11 377 559 1,645
Acquisitions 25 - 51 134 211
Disposals (7) (2) (8) (39) (55)
Changes in fair value 42 - 3 (4) 41
Changes in scope of 17 2 (137) (5) (124)
consolidation, foreign
currency translation
and other changes
AT DECEMBER 31, 2020 775 11 286 645 1,718
Gains/(losses) recorded 46
in income relating
to instruments held
at the end of the period

Derivative instruments
Changes in level 3 commodities derivatives can be analyzed as follows:
In millions of euros Net Asset/(Liability)

At December 31, 2019 89
Changes in fair value recorded in income (1)
(937)
Settlements (37)
Transfer out of level 3 to levels 1 and 2 11
Net fair value recorded in income (874)
Deferred Day-One gains/(losses) 38
AT DECEMBER 31, 2020 (836)
(1) This amount includes the initial impact of the extension of the gas trading management model for gas positions used by the GEM BU
for a negative loss of €725 million (see Note 9.4 “Other non-recurring items”)
16.5.2 Financial liabilities

The table below shows the allocation of financial instruments carried in liabilities to the different levels in the fair value
hierarchy:
Dec. 31, 2020 Dec. 31, 2019

In millions of euros Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Borrowings used in designated fair value hedges 4,812 - 4,812 - 6,510 - 6,510 -
Borrowings not used in designated fair value 34,223 25,039 9,184 - 32,382 22,763 9,620 -
hedges
Derivative instruments 13,125 89 11,355 1,681 15,575 102 14,292 1,181
Derivatives hedging borrowings 353 - 353 - 225 - 225 -
Derivatives hedging commodities – 1,694 4 1,428 261 4,136 - 3,697 440
relating to portfolio management activities (1)
Derivatives hedging commodities – 8,503 85 6,999 1,419 9,234 102 8,391 741
relating to trading activities (1)
Derivatives hedging other items 2,575 - 2,575 - 1,980 - 1,980 -
TOTAL 52,160 25,128 25,352 1,681 54,468 22,865 30,422 1,181
(1) Derivative financial instruments relating to commodities classified in level 3 mainly include long-term gas supply contracts and a power
contract that are measured at fair value and relate to trading activities
A definition of these three levels is presented in Note 16.4 “Derivative instruments”.

Borrowings used in designated fair value hedges
This caption includes bonds in a designated fair value hedging relationship, which are presented in level 2 in the above table.
Only the interest rate component of the bonds is remeasured, with fair value determined by reference to observable inputs.
Borrowings not used in designated fair value hedges
Listed bond issues are included in level 1.
Other borrowings not used in a designated hedging relationship, are presented in level 2 in the above table. The fair value of
these borrowings is determined on the basis of future discounted cash flows and relies on directly or indirectly observable data.

NOTE 17 Risks arising from financial instruments

The Group mainly uses derivative instruments to manage its exposure to market risks. Financial risk management procedures are
set out in Chapter 2 “Risk factors” of the Universal registration document.
17.1 Market risks

17.1.1 Commodity risk
Commodity risk arises primarily from the following activities: In the ordinary course of its operations, the Group is exposed
• portfolio management; and to commodity risks on natural gas, electricity, coal, oil and oil
products, other fuels, CO2 and other “green” products. The
• trading.
Group is active on these energy markets either for supply
The Group has identified primarily two types of commodity purposes, or to optimize and secure its energy production
risks: price risk resulting from fluctuations in market prices, chain and its energy sales. The Group also uses derivatives to
and volume risk inherent to the business. offer hedging instruments to its clients and to hedge its own
positions.
17.1.1.1 Portfolio management activities
Portfolio management seeks to optimize the market value of The risk framework aims to safeguard the Group’s financial
assets (power plants, gas and coal supply contracts, energy resources over the budget period and smooth out medium-
sales and gas storage and transportation) over various term earnings (over three or five years, depending on the
timeframes (short-, medium- and long-term). Market value is maturity of each market). It encourages portfolio managers to
optimized by: take out economic hedges on their portfolio.
• guaranteeing supply and ensuring the balance between Sensitivities of the commodity-related derivatives portfolio
physical needs and resources; used as part of the portfolio management activities as at
• managing market risks (price, volume) to unlock optimum December 31, 2020 are detailed in the table below. They are
value from portfolios within a specific risk framework. not representative of future changes in consolidated earnings
and equity, insofar as they do not include the sensitivities
relating to the purchase and sale contracts for the underlying
commodities.
Sensitivity analysis (1)
Dec. 31, 2020 Dec. 31, 2019

Pre-tax impact Pre-tax impact Pre-tax impact Pre-tax impact
In millions of euros Changes in price on income on equity on income on equity
Oil-based products +USD 10/bbl 119 266 40 234
Natural gas +€3/MWh 379 537 225 471
Electricity +€5/MWh (90) (39) 82 (47)
Coal +USD 10/ton - 1 (2) -
Greenhouse gas emission rights +€2/ton (116) 1 (89) 19
EUR/USD +10% 37 - (25) (99)
EUR/GBP +10% (6) 7 33 -
(1) The sensitivities shown above apply solely to financial commodity derivatives used for hedging purposes as part of the portfolio
management activities
The Covid-19 crisis has significantly increased the volatility The Covid-19 crisis did not have a major impact on the
of financial markets. This volatility resulted in a decline in sensitivity of other items of comprehensive income. No
commodity prices, which contributed to significant changes in significant impact in terms of ineffectiveness or
the fair value of our financial instruments, thereby impacting disqualification of certain hedges qualifying as cash flow
the income statement (see Note 8.1 “Purchases and operating hedges was recognized at the year-end.
derivatives”) as well as the Group's other comprehensive
income (see “Statement of comprehensive income”).
17.1.1.2 Trading activities
The Group’s trading activities are primarily conducted within: • ENGIE SA for the optimization of part of its long-term gas
• ENGIE Global Markets and ENGIE Energy Management. supply contracts, of a power exchange contract and of part
The purpose of these wholly-owned companies is to of its gas sales contracts with retail entities in France and
(i) assist Group entities in optimizing their asset portfolios; Benelux and with power generation facilities in France and
and (ii) create and implement energy price risk Belgium.
management solutions for internal and external customers;

Revenues from trading activities totaled €629 million at The Group uses a one-day holding period and a 99%
December 31, 2020 (€684 million at December 31, 2019). confidence interval to calculate VaR, as well as stress tests,
The use of Value at Risk (VaR) to quantify market risk arising in accordance with banking regulatory requirements.
from trading activities provides a transversal measure of risk, The VaR shown below corresponds to the global VaR of the
taking all markets and products into account. VaR represents Group’s trading entities.
the maximum potential loss on a portfolio over a specified
holding period based on a given confidence interval. It is not
an indication of expected results but is back-tested on a
regular basis.
Value at Risk
In millions of euros Dec. 31, 2020 2020 average (1) 2020 maximum (2) 2020 minimum (2) 2019 average (1)
Trading activities 7 10 19 3 14
(1) Average daily VaR
(2) Maximum and minimum daily VaR observed in 2020
17.1.2 Hedges of commodity risks

Hedging instruments and sources of hedge ineffectiveness
The Group enters into cash flow hedges, using derivative Sources of hedge ineffectiveness are mainly related to
instruments (firm or option contracts) contracted over the uncertainty regarding the timing and potential mismatches in
counter or on organized markets, to reduce its commodity settlement dates and indices between the derivative
risks, which relate mainly to future cash flows from instruments and the associated underlying exposures.
contracted or expected sales and purchases of commodities. The fair values of commodity derivatives are indicated in the
These instruments may be settled net or involve physical table below:
delivery of the underlying.
Dec. 31, 2020 Dec. 31, 2019

Non- Non- Non- Non-
In millions of euros current Current current Current current Current current Current
Derivative instruments relating 1,163 804 (945) (749) 2,484 1,037 (3,011) (1,125)
to portfolio management activities
Cash flow hedges 225 291 (250) (205) 1,893 292 (1,953) (557)
Other derivative instruments 938 514 (695) (544) 591 746 (1,058) (568)
Derivative instruments relating - 7,075 - (8,503) - 8,955 - (9,234)
to trading activities
TOTAL 1,163 7,879 (945) (9,252) 2,484 9,993 (3,011) (10,360)
The fair values shown in the table above reflect the amounts (i) are sensitive to changes in prices; (ii) can be modified by
for which assets could be exchanged, or liabilities settled, at subsequent transactions; and (iii) can be offset by future cash
the end of the reporting period. They are not representative flows arising on the underlying transactions.
of expected future cash flows insofar as positions
17.1.2.1 Cash flow hedges
The fair values of cash flow hedges by type of commodity are as follows:
Dec. 31, 2020 Dec. 31, 2019

Non- Non- Non- Non-
Natural gas 168 236 (178) (159) 1,814 235 (1,937) (550)
Electricity 1 3 (3) (5) 14 35 (9) (5)
Coal - - - - - 1 (1) -
Oil 54 50 (68) (41) 51 - - -
Other (1) 2 2 (1) - 14 21 (6) (2)
TOTAL 225 291 (250) (205) 1,893 292 (1,953) (557)
(1) Includes mainly foreign currency hedges on commodities

Notional amounts (net) (1)

Notional amounts and maturities of cash flow hedges are as follows:
Total at
Beyond Dec. 31,
Unit 2021 2022 2023 2024 2025 5 years 2020
Natural gas GWh 99,240 52,651 24,945 8,667 733 - 186,236
Electricity GWh (4,150) (2,693) (1,227) 7 - - (8,063)
Coal Thousands of tons 52 23 - - - - 75
Oil-based products Thousands of barrels (16,723) (11,381) (11,410) (11,508) - - (51,022)
Forex Millions of euros 19 4 - - - - 24
Greenhouse gas emission Thousands of tons 188 117 73 12 - - 390
rights
(1) Long/(short) position
Effects of hedge accounting on the Group’s financial position and performance
Dec. 31, 2020 Dec. 31, 2019

Fair Value Nominal Fair value Nominal
In millions of euros Assets Liabilities Total Total Total Total
Cash flow hedges 515 (455) 61 126,189 (325) 4,967
TOTAL 515 (455) 61 126,189 (325) 4,967
The fair values represented above are positive for assets and negative for liabilities.
Change
Change in fair in the value Amount
value used of the hedging Ineffective reclassified
for calculating instrument portion from the hedge Line item
Nominal Fair hedge recognized recognized in reserve to of profit
In millions of euros amount Value effectiveness in equity (1) profit or loss (1) profit or loss (1) or loss
Cash Hedging 126,189 61 154 - 698 Current
flow instrume operating
hedges nts income
Hedged 748
items
(1) Gains/(losses)
Hedge inefficiency is calculated based on the change in the fair value of the hedging instrument compared to the change in the fair
value of the hedged items since inception of the hedge. The fair value of the hedging instruments at December 31, 2020 reflects the
cumulative change in the fair value of the hedging instruments since inception of the hedges.
Maturity of commodity derivatives designated as cash flow hedges
Beyond Dec. 31, Dec. 31,

In millions of euros 2021 2022 2023 2024 2025 5 years 2020 2019
Fair Value of derivatives by maturity 168 39 (40) (33) 17 3 154 (325)
Amounts presented in the statement of changes in equity and the statement of comprehensive income
The following table provides a reconciliation of each component of equity and an analysis of other comprehensive income:
Cash flow hedge

In millions of euros Derivatives hedging commodities
At December 31, 2019 (837)
Effective portion recognized in equity 189
Amount reclassified from hedge reserve to profit or loss 704
Translation differences -
Changes in scope of consolidation and other (1)
AT DECEMBER 31, 2020 54

17.1.2.2 Other commodity derivatives

Other commodity derivatives include: • embedded derivatives; and
• commodity purchase and sale contracts that were not • derivative financial instruments that are not eligible for
entered into or are no longer held for the purpose of the hedge accounting in accordance with IFRS 9 or for which
receipt or delivery of commodities in accordance with the the Group has elected not to apply hedge accounting.
Group’s expected purchase, sale or usage requirements;
17.1.3 Currency risk

The Group is exposed to currency risk, defined as the impact or disposal projects, and (iii) translation risk arising from the
on its statement of financial position and income statement of conversion into euros of income statement and statement of
fluctuations in exchange rates affecting its operating and financial position items from subsidiaries with a functional
financing activities. Currency risk comprises (i) transaction currency other than the euro. The main translation risk
risk arising in the ordinary course of business, (ii) specific exposures correspond, in order, to assets in US dollars, Brazilian
transaction risk related to investments, mergers and acquisitions real and pounds sterling.
17.1.3.1 Financial instruments by currency
The following tables present a breakdown by currency of outstanding borrowings and debt and net financial debt, before and
after hedging:
Outsanding borrowings and debt Net financial debt
75% 81% 69% 74% 71% 81% 67% 74%
8% 11% 13% 11%

7% 9%
6% 10% 1% 10% 12% 9% 15%
7% 1% 7% 9% 1% 7% 1%
7%
4% 8% 6% 3% 3% 9% 6% 10%
Before After Before After
hedging hedging hedging hedging
-3%
Before After Before After
Dec. 31, 2020 Dec. 31, 2019 hedging hedging hedging hedging
Other Dec. 31, 2020 Dec. 31, 2019
currencies BRL GBP USD EUR Other
currencies BRL GBP USD EUR
17.1.3.2 Currency risk sensitivity analysis

A sensitivity analysis to currency risk on financial income/ A sensitivity analysis to currency risk on equity was
(loss) – excluding the income statement translation impact of performed based on all financial instruments qualified as net
foreign subsidiaries – was performed based on all financial investment hedges at the reporting date.
instruments managed by the Treasury Department and For currency risk, sensitivity corresponds to a 10% rise or fall
representing a currency risk (including derivative financial in exchange rates of foreign currencies against the euro
instruments). compared to closing rates.
Dec. 31, 2020

Impact on income Impact on equity
In millions of euros +10% (1) -10% (1) +10% (1) -10% (1)
Exposures denominated in a currency other than the 4 (4) NA NA
functional currency of companies carrying the liabilities
on their statements of financial position (2)
Financial instruments (debt and derivatives) qualified NA NA 155 (155)
as net investment hedges (3)
(1) +(-)10%: depreciation (appreciation) of 10% of all foreign currencies against the euro
(2) Excluding derivatives qualified as net investment hedges
(3) This impact is countered by the offsetting change in the net investment hedged

17.1.4 Interest rate risk

The Group seeks to manage its borrowing costs by limiting swaps and options. At December 31, 2020, the Group had a
the impact of interest rate fluctuations on its income portfolio of interest rate options (caps) protecting it from a
statement. The Group’s policy is therefore to arbitrate rise in short-term interest rates for the euro.
between fixed rates, floating rates and capped floating rates The Group has a portfolio of 2021, 2023, 2024 and 2025
for its net debt. The interest rate mix may shift within a range forward interest rate pre-hedges with respective 20/21-year
defined by Group Management in line with market trends. and 10 year maturities on each of the volumes initiated in
In order to manage the interest rate structure for its net debt, 2020 to protect the refinancing interest rate on a portion of
the Group uses hedging instruments, particularly interest rate its debt.
17.1.4.1 Analysis of financial instruments by type of interest rate
The following tables present a breakdown by type of interest rate of outstanding borrowings and debt and net financial debt
before and after hedging:
Outsanding borrowings and debt Net financial debt
77% 61% 56%

76%
125% 98% 108% 79%
39% 44%
23% 24% 2% 21%
Before After Before After -25% -8%

Dec. 31, 2020 Dec. 31, 2019 Before After Before After
Floating rate Fixed rate 31 déc. 2020 31 déc. 2020
Floating rate Fixed rate
17.1.4.2 Interest rate risk sensitivity analysis

Sensitivity was analyzed based on the Group’s net debt For interest rate risk, sensitivity corresponds to a 100-basis-
position (including the impact of interest rate and foreign point rise or fall in the yield curve compared to year-end
currency derivatives relating to net debt) at the reporting interest rates.
date.
Dec. 31, 2020

Impact on income Impact on equity
In millions of euros +100 basis points -100 basis points +100 basis points -100 basis points
Net interest expense on floating-rate net debt (3) 2 NA NA
(nominal amount) and on floating-rate leg
of derivatives
Change in fair value of derivatives 70 (139) NA NA
not qualifying as hedges
Change in fair value of derivatives qualifying NA NA 549 (711)
as cash flow hedges
17.1.5 Currency and interest rate hedges

The Covid-19 crisis has not prompted the Group to review its foreign exchange and interest rate risk management policy
described below.
17.1.5.1 Currency risk management
Foreign currency exchange risk (or “FX” risk) is reported and • Regular transaction risk
managed based on a Group-wide approach, reflected in a Regular transaction risk corresponds to the potential
dedicated Group policy that is approved by Group negative financial impact of currency fluctuations on
Management. The policy distinguishes between the three business and financial operations denominated in a
following main sources of currency risk: currency other than the functional currency.
The management of regular transaction risk is fully
delegated to the subsidiaries for their scope of activities,
while the risks related to central activities are managed at
corporate level.

FX risks related to operational activities are systematically The management of these FX risks includes the definition
hedged when the related cash flows are certain, with a and implementation of hedging transactions, taking into
hedging horizon that corresponds at least to the medium- account the likelihood of the risk (including probability of
term plan horizon. For cash flows that are not certain, in project completion) and its evolution, the availability of
their entirety, the hedge is initially based on a “no regret” hedging instruments and their associated cost.
volume. Exposures are monitored and managed based on Management’s aim is to ensure the viability and the
the sum of nominal cash flows in FX, including highly profitability of the transactions.
probable amounts and related hedges. • Translation risk
For FX risks related to financial activities, all significant Translation risk corresponds to the potential negative
exposures related to cash, financial debt, etc. are financial impact of FX fluctuations concerning consolidated
systematically hedged. Exposures are monitored based on entities with a functional currency other than the euro. It
the net sum of balance sheet items in FX. relates to the translation of their income and expenses and
• Project transaction risk their net assets.
Specific project transaction risk corresponds to the Translation risk is managed centrally, with a focus on
potential negative financial impact of FX fluctuations on securing the net asset value.
specific major operations such as investment projects, The pertinence of hedging this translation risk is assessed
acquisitions, disposals and restructuring projects, involving regularly for each currency (as a minimum) or set of assets
multiple currencies. in the same currency, taking into account notably the value
of the assets and the hedging costs.
The Group principally uses the following risk management • monetary items such as debt, cash and loans.
levers for mitigating currency risk: Sources of hedge ineffectiveness are mainly related to
• derivative instruments: these mostly correspond to over- uncertainty regarding the timing and in some cases the
the-counter contracts and include FX forward transactions, amount of the future cash flows in foreign currency that are
FX swaps, currency swaps, cross currency swaps, plain being hedged.
vanilla FX options or combinations (calls, puts or collars);
17.1.5.2 Interest rate risk management

The Group is exposed to interest rate risk through its cash portfolio from recurring financing activities. This risk
financing and investing activities. Interest rate risk is defined is mainly managed centrally.
as a financial risk resulting from fluctuations in base interest Risk management objectives are, by order of importance:
rates that may increase the cost of debt and affect the — to protect the long term viability of assets;
viability of investments. Base interest rates are market
— to optimize financing costs and ensure competitiveness; and
interest rates, such as EURIBOR, LIBOR, etc., that do not
include the borrower’s credit spread. — to minimize uncertainty on the cost of debt.
Interest rate risk is managed actively by monitoring
As part of the interest rate benchmark reform, since 2019 the
changes in market rates and their impact on the Group’s
Group has applied, the transition reliefs permitted by the
gross and net debt.
IASB which allow the uncertainties caused by the reform not
to be taken into account in the “highly probable” requirement. • Project interest rate risk
In 2020, the Group decided to apply the “IBOR phase 2” Specific project interest rate risk corresponds to the
amendments, which provide for the clarification of the potential negative financial impact of base rate movements
accounting treatment of financial instruments concerned by on specific major operations such as investment projects,
the reform, in advance. These amendments, which mainly aim acquisitions, disposals and restructuring projects. Interest
to address the issues relating to the valuation of financial rate risk after the closing of an operation is considered as
instruments and hedging relationships, only apply to the regular (see “Interest rate risk” above).
changes required by the reform. Interest rate risk is managed for specific project transactions
The approach adopted by the ENGIE Group, through an ad hoc in order to protect the economic viability of projects,
working group, makes it possible to address the issue both at acquisitions, disposals and restructuring initiatives against
the level of central financing vehicles and external financing adverse changes in interest rates. It may include the
issued directly by the Business Units. implementation of hedging transactions, depending on a
number of factors including the likeliness of completion, the
A Group-wide approach to interest rate risk management is
availability of hedging instruments and their associated cost.
reflected in a dedicated Group policy that is approved by
Group Management. This policy distinguishes between the
two following main sources of interest rate risk:
• Interest rate risk relating to Group net debt
Interest rate risk relating to Group net debt designates the
financial impact of base rate movements on the debt and


The Group principally uses the following risk management • caps, floors and collars that allow the impact of interest
levers for mitigating interest rate risk: rate fluctuations to be limited by setting minimum and/or
• derivative instruments: these mostly correspond to over- maximum limits on floating interest rates.
the-counter contracts that are used to manage base Sources of hedge ineffectiveness are mainly related to
interest rates. Such instruments include: changes in the credit quality of the counterparties and related
— swaps, to change the nature of interest payments on debts, charges, as well as potential gaps in settlement dates and in
typically from fixed to floating rates or vice versa, and indices between the derivative instruments and the related
— plain vanilla interest rate options; underlying exposures.
17.1.5.3 Currency and interest rate hedges

The Group has elected to apply hedge accounting whenever The Group qualifies interest rate or cross currency swaps
possible and suitable for currency risk and interest rate risk transforming fixed-rate debt into floating-rate debt as fair
management purposes and also manages a portfolio of value hedges.
undesignated derivative instruments, corresponding to Cash flow hedges are mainly used to hedge future cash flows
economic hedges relating to net debt and foreign currency in foreign currency, floating-rate debt as well as future
exposures. refinancing requirements.
The Group uses the three hedge accounting methods: cash Net investment hedging instruments are mainly FX swaps and
flow hedging, fair value hedging and net investment hedging. forwards.
In general, the Group does not frequently reset hedging The fair values of derivatives (excluding commodity
relationships, designate specific risk components as a hedged instruments) are indicated in the table below:
item or designate credit exposures as measured at fair value
through income.
Dec. 31, 2020 Dec. 31, 2019

Non- Non- Non- Non-
Derivatives hedging borrowings 619 147 (313) (39) 705 124 (183) (41)
Fair value hedges 526 14 (48) (3) 530 81 (54) (1)
Cash flow hedges 8 7 (220) (8) 55 - (93) (7)
Derivative instruments not qualifying for hedge 85 126 (46) (28) 120 43 (36) (34)
accounting
Derivatives hedging other items 1,214 43 (2,530) (45) 949 17 (1,934) (45)
Cash flow hedges 30 3 (768) (11) 25 - (571) (4)
Net investment hedges 55 - (4) - 33 - (6) -
Derivative instruments not qualifying for hedge 1,130 40 (1,758) (33) 891 17 (1,357) (41)
accounting
TOTAL 1,833 189 (2,844) (84) 1,654 142 (2,118) (86)
The fair values shown in the table above reflect the amounts positions (i) are sensitive to changes in prices or to changes in
relating to the price that would be received for the sale of an credit ratings, (ii) can be modified by subsequent
asset or paid for the transfer of a liability between market transactions, and (iii) can be offset by future cash flows
participants in the normal course of business. They are not arising on the underlying transactions.
representative of expected future cash flows insofar as the

Amount, timing and uncertainty of future cash flows

The following tables provide a profile of the timing at December 31, 2020 of the nominal amount of hedging instruments:
Derivative
Interest instrument Beyond
Buy/Sell rate type type Currency Total 2021 2022 2023 2024 2025 5 years
Buy Fixed CCS EUR (486) (303) (32) (30) (29) (26) (67)
USD (2,205) (982) (937) (41) (41) (41) (163)
GBP (15,712) (2,031) (1,780) (1,780) (1,780) (1,780) (6,563)
HKD (1,987) (242) (242) (242) (242) (242) (778)
JPY (1,146) (356) (356) (277) (158) - -
PEN (1,334) (220) (220) (220) (183) (165) (326)
Other
currencies (1,682) (336) (336) (336) (336) (126) (214)
Sell Fixed CCS EUR 21,194 2,865 2,568 2,568 2,568 2,352 8,273
USD 1,472 243 243 243 202 182 360
GBP 255 255 - - - - -
Other
currencies 221 36 32 31 29 26 67
Floating CCS EUR 2,323 953 953 273 144 - -
CCS BRL 390 195 195 - - - -
Derivative
Interest instrument Beyond
Buy/Sell rate type type Currency Total 2021 2022 2023 2024 2025 5 years
Buy Fixed CAP EUR 1,000 1,000 - - - - -
Other
currencies - - - - - - -
IRS EUR 70,376 6,506 9,971 9,009 8,382 8,818 27,689
USD 4,180 1,368 1,367 1,366 16 15 47
BRL 186 93 93 - - - -
Other
currencies 41 8 7 6 5 5 10
Floating IRS EUR 72,713 14,979 11,236 9,078 7,978 7,978 21,464
BRL 739 308 308 123 - - -
The tables presented above exclude currency derivatives (except for cross currency swaps – CCS). Their maturity dates are
aligned with those of the hedged items.
Pursuant to the FX and interest rate risk management policy, FX sensitivity is presented in Note 17.1.3.2 “Currency risk
sensitivity analysis” and the average cost of debt is 2.38% as presented in Note 10 “Net financial income/(loss)”.
Effects of hedge accounting on the Group’s financial position and performance
Currency derivatives
Dec. 31, 2020 Dec. 31, 2019

Fair value Nominal amount Fair value Nominal amount
Cash flow hedges 30 (657) (628) 3,779 (305) 3,814
Net investment hedges 55 (4) 50 1,999 27 3,027
not qualifying for hedge accounting 149 (76) 73 6,907 (6) 8,985
TOTAL 233 (737) (504) 12,686 (284) 15,827

Interest rate derivatives
Dec. 31, 2020 Dec. 31, 2019

Fair value Nominal amount Fair value Nominal amount
Fair value hedges 546 (51) 495 4,622 556 6,089
Cash flow hedges 1 (332) (331) 2,497 (290) 3,649
not qualifying for hedge accounting 1,232 (1,802) (569) 17,910 (393) 21,487
TOTAL 1,779 (2,184) (405) 25,029 (126) 31,224
The fair values presented in the above table are positive for an assets and negative for a liabilities.
Change in Amount
the value reclassified
Change in fair of the Ineffective from the
value used for hedging portion hedge
Nominal and calculating instrument recognized reserve Line item
outstanding Fair hedge recognized in profit to profit of the income
In millions of euros amount value (1) ineffectiveness in equity (2) or loss (2) or loss (2) statement
Hedging 4,622 495 495 NA - NA Cost of net debt
Fair value hedges
instruments
Hedged 4,302 396 (1,698) NA NA
items (3) (4)
Hedging 7,463 (958) (860) 207 (5) 47 Other financial
instruments income and
expenses /
Current
Cash flow hedges
operating
income
including
operating MtM
Hedged items 854
Hedging 3,027 27 56 (119) NA (9) Other financial
instruments income and
expenses /
Net investment Current
hedges operating
income
including
operating MtM
Hedged items (56)
(1) The adjustment of the fair value of hedged items is presented as long term and short-term borrowings and debt for an amount of
€396 million
(2) Gains/(losses)
(3) The difference between the fair value used to determine the ineffective portion relating to hedging instruments and that relating to the
hedged items corresponds to the amortized cost of borrowings and debt that are part of a fair value hedge relationship
(4) Of which €98 million relating to hedging items that are no longer adjusted as a result of disqualification as a fair value hedge
Hedge inefficiency is calculated based on the change in the hedges. For fair value hedges, the same principle applies to
fair value of the hedging instrument compared to the change the hedged items.
in the fair value of the hedged items since inception of the No significant impact in terms of ineffectiveness or
hedge. The fair value of the hedging instruments at disqualification of certain hedges was recognized at
December 31, 2020 reflects the cumulative change in the fair December 31, 2020.
value of the hedging instruments since inception of the
Foreign currency and interest rate derivatives designated as cash flow hedges can be analyzed as follows by maturity
Total at Total at
Beyond 5 Dec. 31, Dec. 31,
In millions of euros 2021 2022 2023 2024 2025 years 2020 2019
Fair value of derivatives
by maturity date (44) (38) (41) (34) (29) (774) (958) (594)

Amounts presented in the statement of changes in equity and the statement of comprehensive income
The following table provides a reconciliation of each component of equity and an analysis of other comprehensive income:
Cash flow hedge Net investment hedge

Derivatives hedging Derivatives hedging Derivatives hedging Derivatives hedging
borrowings – currency other items – interest other items – currency other items – currency
In millions of euros risk hedging (1) (3) rate risk hedging (1) (3) risk hedging (2) (3) risk hedging (2) (4)
At December 31, 2019 45 (1,010) 14 (284)
Effective portion
recognized in equity (202) (6) 119
Amount reclassified from
the hedge reserve to
profit or loss (47) - 9
Translation differences - - - -
Changes in scope
of consolidation and other - 56 - -
AT DECEMBER 31, 2020 46 (1,203) 9 (156)
(1) Cash flow hedges for given periods
(2) Cash flow hedges for given transactions
(3) Of which a negative €487 million of cash flow hedge reserves for which hedge accounting is no longer applied
(4) All of the reserves relate to continuing hedging relationships
17.2 Counterparty risk

Due to its financial and operational activities, the Group is Under the new standard IFRS 9, the Group has defined and
exposed to the risk of default of its counterparties (customers, applied a Group-wide methodology including the two
suppliers, EPC contractors, partners, intermediaries, and banks). different approaches:
Default could affect payments, goods delivery and/or asset • a portfolio approach, whereby the Group determines that:
performance.
— coherent customer portfolios and sub-portfolios have to
The principles of counterparty risk management are set out in be considered (i.e., portfolios that have comparable
the Group counterparty risk policy, which: credit risk and/or comparable payment behavior), taking
• assigns roles and responsibilities for managing and into account different aspects:
controlling counterparty risk at different levels (Corporate, – public or private counterparties,
BU or entity), and ensures operational procedures are in – residential or BtoB counterparties,
place and consistent across the Group; – geography,
• characterizes counterparty risk and the mechanisms by – type of activity,
which it impacts the economic performance and financial
– size of the counterparty, and
statements of the Group;
– any other aspects the Group may consider relevant,
• defines indicators, reporting and control mechanisms to
ensure visibility and to provide tools for financial — impairment rates must be determined based on historical
performance management; and aging balances and, when correlation is proven and
documentation possible, historical data must be adjusted
• provides guidelines on the use of mitigating mechanisms
by forward-looking elements; and
such as collateral and guarantees, which are widely used
by some businesses. • an individualized approach for significant counterparties,
for which the Group has set rules for defining the stage of
Depending on the nature of the business, the Group is the concerned asset for Expected Credit Loss (ECL)
exposed to different types of counterparty risk. As a result calculations:
some businesses use collateral instruments – particularly the
— stage 1 covers financial assets that have not
Energy Management business, where the use of margin calls
deteriorated significantly since initial recognition. The
and other types of financial collateral (standardized legal
ECL for stage 1 is calculated on a 12-month basis,
framework) is a market standard. In addition, other
businesses may request guarantees from their counterparties — stage 2 covers financial assets for which the credit risk
in certain cases (parent company guarantees, bank has significantly increased. The ECL for stage 2 is
guarantees, etc.). calculated on a lifetime basis. The decision to move an
asset from stage 1 to stage 2 is based on certain criteria
such as:
– a significant downgrade in the creditworthiness of a
counterparty and/or its parent company and/or its
guarantor (if any),

– significant adverse change in the regulatory For assets considered to be of strategic importance for the
environment, counterparty, such as essential public services or goods, LGD
– changes in political or country-related risk, and is set at 30%.
– any other aspect the Group may consider relevant. The Group has decided that write-offs apply in the following
Regarding financial assets that are more than 30 days situations:
past due, the move to stage 2 is not systematically • assets for which a legal recovery procedure is pending:
applied as long as the Group has reasonable and should not be written off as long as the procedure is
supportable information that demonstrates that, even if ongoing; and
payments become more than 30 days past due, this does • assets for which no legal recovery procedure is pending:
not represent a significant increase in the credit risk should be written off once the trade receivable is 3 years
since initial recognition, overdue (5 years overdue for public counterparties).
— stage 3 covers assets for which default has already been As a result of the Covid-19 crisis, the Group has implemented
observed, such as: a specific management system to secure its counterparty risk.
– when there is evidence of significant and ongoing It is based in particular on:
financial difficulty of the counterparty,
• an increased monitoring of exposures and cash inflow
– when there is evidence of failure in credit support delays for individually monitored counterparties; and
from a parent company to its subsidiary (in this case
• an enhanced monitoring of aging balances of the Group's
the subsidiary is the Group’s counterparty at risk),
various activities for counterparties monitored using a
– when a Group entity has initiated legal proceedings portfolio approach.
against the counterparty for non-payment.
Since the beginning of the crisis, the Group has taken
Regarding financial assets that are more than 90 days past
immediate action to limit its exposures such as:
due, the presumption can be rebutted if the Group has
reasonable and supportable information that demonstrates • the closure of customer lines in the most affected sectors
that even if payments become more than 90 days past due, within the Energy Management activity;
this does not indicate counterparty default. • the reassignment, during the lockdown in the first half of
The ECL formula applicable in stages 1 and 2 is ECL = EAD x 2020, of commercial resources to sales administration
PD x LGD, where: missions, within the supply and marketing activities, in
order to limit the deterioration of aging balances. This
• for 12-month ECL, Exposure At Default (EAD) equals the increased monitoring of collection procedures throughout
carrying amount of the financial asset, to which the 2020 led to no significant change in outstandings (trade
relevant Probability of Default (PD) and the Loss Given receivables, contract assets or receivables recognized at
Default (LGD) are applied; amortized cost) and a general improvement in the cash
• for lifetime ECL, the calculation method consists in position of the business units concerned.
identifying changes in exposure for each year, especially
Furthermore, the Group has also implemented measures to
the expected timing and amount of the contractual
support the most vulnerable households and microenterprises
repayments, and then applying to each repayment the
such as:
relevant PD and the LGD, and discounting the figures
obtained. ECL is then the sum of the discounted figures; • the reimbursement of 2 months of electricity standing
and charges (April and May) for beneficiaries of an energy
• probability of default is the likelihood of default over a voucher or of the Housing Solidarity Fund (Fonds de
particular time horizon (in stage 1, this time horizon is Solidarité Logement);
12 months after the reporting period; in stage 2 this time • the implementation of a payment facility over 6 months
horizon is the entire lifetime of the financial asset). This with a postponement of the first due date until the end of
information is based on external data from a well-known the health crisis for companies with less than 10
rating agency. The PD depends on the time horizon and of employees.
the rating of the counterparty. The Group uses external From an accounting point of view, these various measures
ratings if they are available; ENGIE’s credit risk experts were accompanied by an adjustment of the provisioning rate
determine an internal rating for major counterparties with in the customer segments most at risk, particularly in the
no external rating. aeronautical and hotel & catering sectors. These effects led to
LGD levels are notably based on Basel standards: an increase in expected credit loss, the impact of which on
the Group's net income amounted to €230 million at
• 75% for subordinated assets; and
December 31, 2020.
• 45% for standard assets.
17.2.1 Operating activities

Counterparty risk arising on operating activities is managed simplified credit scoring process is used for commercial
via standard mechanisms such as third-party guarantees, customers with which the Group has fairly low exposures.
netting agreements and margin calls, using dedicated hedging These processes are based on formally documented,
instruments or special prepayment and debt recovery consistent methods across the Group. Consolidated exposures
procedures, particularly for retail customers. are monitored by counterparty and by segment (credit rating,
Under the Group’s policy, each business unit is responsible for sector, etc.) using standard indicators (payment risk, mark-to-
managing counterparty risk, although the Group continues to market exposure).
manage the biggest counterparty exposures centrally. The Group’s Energy Market Risk Committee (CRME)
The credit rating of large- and mid-sized counterparties with consolidates and monitors the Group’s exposure to its main
which the Group has exposures above a certain threshold is energy counterparties on a quarterly basis and ensures that
measured based on a specific rating process, while a the exposure limits set for these counterparties are respected.

17.2.1.1 Trade and other receivables, assets from contracts with customers
Total outstanding exposures presented in the tables below do not include impacts relating to VAT or to any other item not subject
to credit risk, which amounted to €2,431 million at December 31, 2020 (compared to €2,898 million at December 31, 2019).
Individual approach
Dec. 31, 2020

Level 1: Level 2: Level 3: Total by
Individual low credit increased impaired Total by Investment counterparty
In millions of euros approach risk credit risk assets risk level Grade(1) Other type
Trade and other Gross 9,530 8,329 893 308 9,530 7,854 1,676 9,530
receivables, net
Expected (391) (103) (46) (242) (391) (188) (203) (391)
credit losses
TOTAL 9,139 8,226 846 66 9,139 7,666 1,473 9,139
Assets Gross 3,039 2,714 318 8 3,039 2,076 963 3,039
from contracts
Expected (19) (18) - - (19) (14) (5) (19)
with customers
credit losses
TOTAL 3,021 2,696 318 7 3,021 2,062 959 3,021
Dec. 31, 2019

Level 1: Level 2: Level 3: Total by
Individual low credit increased impaired Total by Investment counterparty
In millions of euros approach risk credit risk assets risk level Grade (1) Other type
Trade and other Gross 9,395 8,300 802 294 9,395 7,814 1,581 9,395
receivables, net
Expected (318) (64) (66) (187) (318) (172) (146) (318)
credit losses
TOTAL 9,077 8,235 735 107 9,077 7,642 1,436 9,077
Assets from Gross 2,896 2,672 196 28 2,896 1,782 1,115 2,896
contracts
Expected (15) (13) (1) (1) (15) (10) (6) (15)
with customers
credit losses
TOTAL 2,881 2,659 195 27 2,881 1,772 1,109 2,881
(1) Investment Grade corresponds to counterparties that are rated at least BBB- by Standard & Poor’s
Collective approach
Dec. 31, 2020

Collective Total past due assets
In millions of euros approach 0 to 6 months 6 to 12 months Beyond at Dec. 31, 2020
Trade and other Gross 3,625 593 235 300 1,128
receivables, net
Expected credit (865) (20) (22) (211) (253)
losses
TOTAL 2,761 574 213 88 875
Assets from Gross 4,748 487 1 3 491
contracts
Expected credit (1) ‐ ‐ ‐ ‐
with customers
losses
TOTAL 4,747 487 1 3 491

Dec. 31, 2019

Collective Total past due assets
In millions of euros approach 0 to 6 months 6 to 12 months Beyond at Dec. 31, 2019
Trade and other Gross 4,019 875 113 293 1,281
receivables, net
Expected credit (754) (24) (29) (159) (213)
losses
TOTAL 3,265 851 83 134 1,068
Assets from Gross 4,953 486 4 2 492
contracts with
customers
Expected credit (2) ‐ ‐ ‐ ‐
losses
TOTAL 4,951 485 4 2 492
17.2.1.2 Commodity derivatives

In the case of commodity derivatives, counterparty risk arises from positive fair value. Counterparty risk is taken into account
when calculating the fair value of these derivative instruments.
Dec. 31, 2020 Dec. 31, 2019

In millions of euros Investment Grade (1)
Total Investment Grade (1) Total
Gross exposure (2)
6,633 9,031 9,849 12,466
Net exposure (3) 2,817 3,750 3,501 4,422
% of credit exposure to “Investment Grade” counterparties 75.1% 79.2%
(1) Investment Grade corresponds to transactions with counterparties that are rated at least BBB- by Standard & Poor’s, Baa3 by Moody’s,
or equivalent by Dun & Bradstreet. “Investment Grade” is also determined based on an internal rating tool that has been rolled out
within the Group, and covers its main counterparties
(2) Corresponds to the maximum exposure, i.e., the value of the derivatives shown under assets (positive fair value)
(3) After taking into account the liability positions with the same counterparties (negative fair value), collateral, netting agreements and
other credit enhancement techniques
The Covid-19 crisis has not affected the Group's exposure due to the credit quality of its counterparties, which has been
maintained to date.
17.2.2 Financing activities

For its financing activities, the Group has put in place master agreements (including netting clauses) and
procedures for managing and monitoring risk based on(i) the collateralization contracts (margin calls).
accreditation of counterparties according to external credit The oversight procedure for managing counterparty risk
ratings, objective market data (credit default swaps, market arising from financing activities is managed by a Middle
capitalization) and financial structure, and (ii) counterparty Office that operates independently of the Group’s Treasury
risk exposure limits. Department and reports to the Finance division.
To reduce its counterparty risk exposure, the Group has
drawn increasingly on a structured legal framework based on
17.2.2.1 Loans and receivables at amortized cost
The total outstanding exposures presented in the tables below do not include impacts relating to VAT or to any other item not
subject to credit risk, which amounted to €1,424 million at December 31, 2020 (compared to €899 million at December 31, 2019).

Dec. 31, 2020

Level 2: Level 3: Total by
Level 1: low increased impaired Total by Investment counterpart
In millions of euros credit risk credit risk assets risk level Grade(1) Other y type
Gross 4,144 415 67 4,626 2,582 2,045 4,626
Expected credit losses (57) (34) (110) (201) (127) (74) (201)
TOTAL 4,087 381 (43) 4,425 2,455 1,970 4,425
Dec. 31, 2019

Level 2: Level 3: Total by
Level 1: low increased impaired Total by Investment counterpart
In millions of euros credit risk credit risk assets risk level Grade (1) Other y type
Gross 4,257 564 49 4,870 2,772 2,098 4,870
Expected credit losses (53) (56) (30) (139) (36) (104) (139)
TOTAL 4,204 508 19 4,731 2,736 1,995 4,731
(1) Investment Grade corresponds to counterparties that are rated at least BBB- by Standard & Poor’s
17.2.2.2 Counterparty risk arising from investing activities and the use of derivative financial instruments
The Group is exposed to counterparty risk arising from investments of surplus cash and from the use of derivative financial
instruments. In the case of financial instruments at fair value through income, counterparty risk arises on instruments with a
positive fair value. Counterparty risk is taken into account when calculating the fair value of these derivative instruments.
Dec. 31, 2020 Dec. 31, 2019

Investment Non-Investment Investment Non-Investment
In millions of euros Total Grade (1) Unrated (2) Grade (2) Total Grade (1) Unrated (2) Grade (2)
Exposure 13,174 84.4% 8.7% 6.9% 10,686 85.7% 4.7% 9.6%
(1) Investment Grade corresponds to counterparties that are rated at least BBB- by Standard & Poor’s or Baa3 by Moody’s
(2) Most of these two exposures is carried by consolidated companies that include non-controlling interests, or by Group companies that
operate in emerging countries, where cash cannot be pooled and is therefore invested locally
Furthermore, at December 31, 2020, Crédit Agricole Corporate and Investment Bank (CACIB) is the main Group counterparty and
represents 20% of cash surpluses. This relates mainly to a depositary risk.
17.3 Liquidity risk

In the context of its operating activities, the Group is exposed Surpluses held by these structures are managed in accordance
to a risk of having insufficient liquidity to meet its with a uniform policy. In accordance with this policy, unpooled
contractual obligations. As well as the risks inherent in cash surpluses are invested in instruments selected on a
managing working capital requirements (WCR), margin calls case-by-case basis in light of local financial market
are required in certain market activities. imperatives and the financial strength of the counterparties
The Group has set up a weekly committee tasked with concerned.
managing and monitoring liquidity risk throughout the Group, The onslaught of successive financial crises since 2008 and
by maintaining a broad range of investments and sources of the ensuing rise in counterparty risk prompted the Group to
financing, preparing forecasts of cash investments and tighten its investment policy with the aim of keeping an
divestments. Stress tests are also performed on the margin extremely high level of liquidity and protecting invested
calls put in place when commodity, interest rate and currency capital and a daily monitoring of performance and
derivatives are negotiated to assess the Group’s resilience in counterparty, allowing the Group to take immediate action
terms of liquidity. where required in response to market developments.
The Group centralizes virtually all the financing needs and Consequently, 77% of the cash pooled at December 31, 2020
cash flow surpluses of the companies it controls, as well as was invested in overnight bank deposits and standard money
most of their medium- and long-term external financing market funds with daily liquidity.
requirements. Centralization is provided by financing vehicles The Group’s financing policy is based on:
(long-term and short-term) and by dedicated Group cash • centralizing external financing;
pooling vehicles based in France, Belgium and Luxembourg.
• diversifying sources of financing between credit
institutions and capital markets;
• achieving a balanced debt repayment profile.

The Group seeks to diversify its sources of financing by In this context, the Group has also taken several actions
carrying out public or private bond issues within the scope of including:
its Euro Medium Term Notes program. It also issues negotiable • maintaining an outstanding amount of negotiable
commercial paper in France (Negotiable European Commercial commercial papers in France and the United States of
Paper) and in the United States (U.S. Commercial Paper). As €4 billion on average over the year, benefiting from the
negotiable commercial paper is relatively inexpensive and measures offered by the ECB to combat the pandemic
highly liquid, it is used by the Group in a cyclical or structural (PEPP (1) CSPP (2)) for €900 million in the first half of 2020;
fashion to finance its short-term cash requirements. However,
• the drawdown on bilateral credit lines of €885 million in
the refinancing of all outstanding negotiable commercial paper
March for a period of one month to cover the decline in
remains secured by confirmed bank lines of credit – mainly
liquidity in the negotiable commercial papers market;
centralized – allowing the Group to continue to finance its
activities if access to this financing source were to dry up. • a bond issue for a total amount of €2.5 billion on March 27,
These facilities are appropriate for the scale of its operations 2020;
and for the timing of contractual debt repayments. • the signature on May 11, 2020 of a syndicated credit line
for an amount of €2.5 billion with a 12-month term and
As a result of the Covid-19 crisis, the Group implemented
renewable for two 6-month periods. At the end of 2020
specific management measures to secure its liquidity. These
and given the changes in the Group's liquidity, in particular
measures are based on, (i) increased monitoring of centralized
following the sale of its stake in SUEZ, this line was
cash management and central liquidity, which is regularly
cancelled entirely.
communicated to General Management and the Board of
Directors, and (ii) stress tests to assess the Group’s liquidity. In addition to these actions, the Group decided to (i) propose
the cancellation of the payment of the 2019 dividend – this
resolution was approved by the Shareholders’ Meeting on
May 14, 2020, and (ii) revise the timetable of certain
investment projects (adjustments, postponements, etc.).
The various actions carried out by the Group ensure a high
and reinforced level of liquidity.
Diversifying sources of financing and liquidity

7%
0% Lease liabilities €22,959 million
Other borrowings 2,386
150
11%
Negotiable
commercial paper Confirmed
4,024 undrawn credit
facility programs (1)
9,671
71%
11% Bond issues
Bank 26,170
borrowings
4,123 Cash (2)
13,288
(1) Net amount of negotiable commercial paper

(2) Cash corresponds to cash and cash equivalents, other financial assets deducted from net financial debt, net of bank overdrafts and current
accounts, of which 78% was invested in the Eurozone
At December 31, 2020, all the entities of the Group whose debt is consolidated complied with the covenants and declarations
included in their financial documentation, except for some non-significant entities for which compliance actions are being
implemented. None of the available centralized credit lines contain a default clause linked to financial ratios or rating level.
(1) Pandemic emergency purchase programme

(2) Corporate sector purchase programme

17.3.1 Undiscounted contractual payments relating to financial activities
Undiscounted contractual payments on outstanding borrowings and debt by maturity
Total at Total at
Bond issues 1,446 2,623 2,546 1,183 2,015 16,356 26,170 26,015
Bank borrowings 986 537 371 265 371 1,594 4,123 5,292
Negotiable commercial paper 4,024 - - - - - 4,024 3,233
Lease liabilities 513 460 284 258 231 921 2,386 2,512
Other borrowings 34 38 15 13 7 43 150 261
Bank overdrafts and current 301 - - - - - 301 247
accounts
Other financial assets and cash and cash equivalents deducted from net financial debt have a liquidity of less than one year.
Undiscounted contractual interest payments on outstanding borrowings and debt by maturity
Total at Total at
Undiscounted contractual 959 731 658 554 553 6,398 9,853 9,872
interest flows on outstanding
borrowings and debt
Undiscounted contractual payments on outstanding derivatives (excluding commodity instruments) by maturity
Total at Total at
Derivatives (excluding (213) (107) 55 19 31 532 317 (237)
commodity instruments)
To better reflect the economic substance of these transactions, the cash flows linked to the derivatives recognized in assets and
liabilities shown in the table above relate to net positions.
Group’s undrawn credit facility programs
Total at Total at
Confirmed undrawn credit 1,002 6,463 560 4,991 - 678 13,695 13,019
facility programs
Of these undrawn programs, an amount of €4,024 million is At December 31, 2020, no single counterparty represented
allocated to covering commercial paper issues. more than 5% of the Group’s confirmed undrawn credit lines.
17.3.2 Undiscounted contractual payments relating to operating activities

The table below provides an analysis of undiscounted fair The Group provides an analysis of residual contractual
values due and receivable in respect of commodity maturities for commodity derivative instruments included in
derivatives recorded in assets and liabilities at the statement its portfolio management activities. Derivative instruments
of financial position date. relating to trading activities are considered to be liquid in less
than one year, and are presented under current items in the
statement of financial position.

Total at Total at
carried in liabilities
relating to portfolio (744) (509) (181) (76) (40) (149) (1,699) (4,428)
relating to trading activities (8,483) - - - - - (8,483) (9,238)
carried in assets
relating to portfolio 802 671 204 101 29 166 1,975 3,363
relating to trading activities 7,059 - - - - - 7,059 8,954
TOTAL (1,367) 162 23 25 (11) 18 (1,149) (1,349)
17.3.3 Commitments relating to commodity purchase and sale contracts entered into within
the ordinary course of business
Some Group operating companies have entered into long- other party to deliver or purchase said quantities and
term contracts, some of which include “take-or-pay” clauses. services. These contracts were documented as falling outside
These consist of firm commitments to purchase or sell the scope of IFRS 9. The table below shows the main future
specified quantities of gas, electricity or steam as well as commitments arising from contracts entered into by Others
related services, in exchange for a firm commitment from the (GEM BU) and Latin America (expressed in TWh).
In TWh 2021 2022-2025 Beyond 5 years Total at Dec. 31, 2020 Total at Dec. 31, 2019
Firm purchases (309) (586) (934) (1,829) (2,498)
Firm sales 498 608 465 1,571 1,573
NOTE 18 Equity
18.1 Share capital

Value
Number of shares (in millions of euros)
Treasury Additional Treasury
Total stock Outstanding Share capital paid-in capital stock
At December 31, 2019 2,435,285,011 (22,153,694) 2,413,131,317 2,435 31,470 (303)
Dividend paid in cash - - - - - -
Allocation of prior-year income - - - - (178) -
Purchase/disposal of treasury
stock - - - - - 47
Delivery of treasury stock
(bonus) - 3,689,060 3,689,060 - - -
Revaluation - - - - - -
AT DECEMBER 31, 2020 2,435,285,011 (18,464,634) 2,416,820,377 2,435 31,291 (256)
Changes in the number of outstanding shares in 2020 result solely from the disposal of 3.7 million treasury shares, as part of
bonus share plans.
18.1.1 Potential share capital and instruments providing a right to subscribe for new ENGIE SA shares
Since 2017, the Group no longer has any stock purchase or subscription option plans.
Shares to be allocated under the performance share award plans described in Note 21 “Share-based payments” are covered by
existing ENGIE SA shares.

18.1.2 Treasury stock

amount of acquisitions net of expenses under the program
Accounting standards may not exceed €7.3 billion, and the purchase price must be
Treasury shares are recognized at acquisition cost and less than €30 per share excluding acquisition costs.
deducted from equity. Gains and losses on disposals of At December 31, 2020, the Group held 18.5 million treasury
treasury shares are recorded directly in equity and do not, shares. To date, all of the shares have been allocated to cover
therefore, impact income for the period. the Group's share commitments to employees and corporate
officers.
The Group has a stock repurchase program as a result of the The liquidity agreement signed with an investment service
authorization granted to the Board of Directors by the provider assigns to the latter the role of operating on the
Ordinary and Extraordinary Shareholders’ Meeting of May 17, market on a daily basis, to buy or sell ENGIE SA shares, in
2020. This program provides for the repurchase of up to order to ensure liquidity and an active market for the shares
10% of the shares comprising the share capital of ENGIE SA at on the Paris and Brussels stock exchanges. To date, the
the date of the said Shareholders’ Meeting. The aggregate resources allocated to the implementation of this agreement
amount to €50 million.
18.2 Other disclosures concerning additional paid-in capital, consolidated reserves

and issuance of deeply-subordinated perpetual notes (Group share)
Total additional paid-in capital, consolidated reserves and Consolidated reserves include the cumulative income of the
issuance of deeply-subordinated perpetual notes (including Group, the legal and statutory reserves of ENGIE SA,
net income for the year), amounted to €33,830 million at cumulative actuarial gains and losses, net of tax and the
December 31, 2020, including €31,291 million in additional change in fair value of equity instruments at fair value
paid-in capital. Additional paid-in capital includes the through OCI.
allocation of ENGIE SA’s net income for an amount of Under French law, 5% of the net income of French companies
€178 million. must be allocated to the legal reserve until the latter reaches
10% of share capital. This reserve can only be distributed to
shareholders in the event of liquidation. The ENGIE SA legal
reserve amounts to €244 million.
18.2.1 Issuance of deeply-subordinated perpetual notes

On November 19, 2020, ENGIE SA carried out an early — a redemption of €458 million (3.875% coupon) on a
refinancing of deeply-subordinated perpetual notes, resulting residual nominal amount of €1 billion. The first
in: reimbursement option for this hybrid debt was planned
• an issue of green deeply-subordinated perpetual notes for for June 2024.
an amount of €850 million offering a coupon of 1.5% with In accordance with the provisions of IAS 32 – Financial
an annual reimbursement option from November 2028, Instruments – Presentation, and given their characteristics,
accounted for in equity for a net amount of €844 million; these new instruments were accounted for in equity in the
• a partial early redemption of three tranches of deeply- Group's consolidated financial statements.
subordinated perpetual notes for an amount of At December 31, 2020 the nominal value of the deeply-
€850 million, broken down as follows: subordinated notes amounted to €3,913 million.
— a redemption of €50 million (4.750% coupon) on a In 2020, the Group paid €187 million to the owners of these
residual nominal amount of €413 million. The first notes, including €128 million relating to coupons and
reimbursement option for this hybrid debt was planned €59 million for early repayment compensation. This amount
for July 2021, is accounted for as a deduction from equity in the Group’s
— a redemption of green deeply-subordinated perpetual consolidated financial statements; the relating tax saving is
notes for €342 million (1.375% coupon) out of a nominal accounted for in the income statement.
amount of €1 billion. The first reimbursement option for
this hybrid debt was planned for April 2023,
18.2.2 Distributable capacity of ENGIE SA

ENGIE SA's distributable capacity totaled €27,363 million at December 31, 2020 (compared with €31,290 million at
December 31, 2019), including €31,291 million of additional paid-in capital.
18.2.3 Dividends
It was proposed, at the Shareholders’ Meeting convened to shares on December 31, 2019, this increase is valued at
approve the ENGIE Group financial statements for the year €17 million.
ended December 31, 2019, to pay a dividend of At the Shareholders’ Meeting of May 14, 2020, the
€0.80 per share, representing a total payout of €1,931 million shareholders approved the Board's decision not to pay a
based on the number of shares outstanding at December 31, dividend for the 2019 fiscal year in a spirit of responsibility
2019. It will be increased by 10% for all shares held for at and prudence in the exceptional context of the Covid-19
least two years on December 31, 2019 and up to the 2019 pandemic.
dividend payment date. Based on the number of outstanding

Proposed dividend in respect of 2020

At the Shareholders’ Meeting convened to approve the ENGIE outstanding shares on December 31, 2020, this increase is
Group financial statements for the year ended December 31, valued at €10 million.
2020, the shareholders will be asked to approve a dividend Subject to approval by the Shareholders’ Meeting of
of €0.53 per share, representing a total payout of May 20 2021, this dividend, net of the interim dividend paid
€1,281 million based on the number of shares outstanding at will be detached on Monday May 24, 2021 and paid on
December 31, 2020. It will be increased by 10% for all shares Wednesday May 26, 2021. It is not recognized as a liability in
held for at least two years on December 31, 2020 and up to the financial statements at December 31, 2020, since the
the 2020 dividend payment date. Based on the number of financial statements at the end of 2020 were presented
before the appropriation of earnings.
18.2.4 Other transactions

On February 5, 2020, Elengy acquired 27,5% of Total’s shares in investing in environmentally friendly solutions. This
Fosmax LNG via its subsidiary Total Gaz Electricité Holding transaction resulted in the immediate sale of a 49% stake in
France (TGEHF). The acquisition of the shares excluding fees, 663 MW of wind projects in service, with the remaining
amounting to €212 million, was financed mainly by an increase projects (1.6 GW including 0.5 GW of solar projects), currently
in Elengy’s capital reserved for “Société d’Infrastructures under construction, being transferred only upon commissioning.
Gazières (SIG)” in the amount of €185 million. ENGIE will continue fully to consolidate, operate and manage
On July 2, 2020, ENGIE signed an agreement to sell a 49% these assets. This transaction resulted in a cash inflow of
stake in a 2.3 GW renewable energy portfolio in the United €406 million.
States to the American group Hannon Armstrong, a leader in
18.3 Gains and losses recognized in equity (Group share)

All items shown in the table below correspond to cumulative gains and losses (Group share) at December 31, 2020 and
December 31, 2019, which are recyclable to income in subsequent periods.

Debt instruments 30 76
Net investment hedges (1) (156) (284)
Cash flow hedges (excl. commodity instruments) (1) (1,214) (958)
Commodity cash flow hedges (1) 76 (837)
Deferred taxes on the items above 358 505
Share of equity method entities accounted in recyclable items, net of tax (2) (813) (462)
TOTAL RECYCLABLE ITEMS BEFORE TRANSLATION ADJUSTMENTS (1,719) (1,961)
Translation adjustments (3) (2,850) (1,098)
TOTAL RECYCLABLE ITEMS (4,570) (3,059)
(1) See Note 17 “Risks arising from financial instruments”
(2) See Note 3 “Investments in equity method entities”
(3) The change in translation adjustments is mainly due to the strong depreciation of the Brazilian real (negative €1,038 million) and the
change in the US dollar (negative €677 million)
18.4 Capital management

ENGIE SA seeks to optimize its financial structure at all times The Group's policy is to maintain an “strong investment
by pursuing an optimal balance between its economic net debt grade” rating from the rating agencies. To achieve this, it
and its EBITDA. The Group's key objective in managing its manages its financial structure in line with the indicators
financial structure is to maximize value for shareholders and usually monitored by these agencies, namely the Group's
reduce the cost of capital, while ensuring that the Group has operating profile, financial policy and a series of financial
the financial flexibility required to continue its expansion. The ratios. One of the most commonly used ratios is the ratio
Group manages its financial structure and makes any necessary where the numerator includes operating cash flows less net
adjustments in light of prevailing economic conditions. In this financial expense and taxes paid, and the denominator
context, it may choose to adjust the amount of dividends paid includes adjusted net financial debt. Net financial debt is
to shareholders, reimburse a portion of capital, carry out share mainly adjusted for nuclear provisions, provisions for
buybacks (see Note 18.1.2 “Treasury stock”), issue new shares pensions and deeply-subordinated notes.
or deeply-subordinated notes, launch share-based payment The Group’s objectives and processes for managing capital
plans, recalibrate its investment budget, or sell assets in order have remained unchanged over the past few years.
to scale back its net debt.
ENGIE SA is not obliged to comply with any external minimum
capital requirements except those provided for by law.

NOTE 19 Provisions
General principles related to the recognition of a provision
The Group recognizes a provision where it has a present obligation (legal or constructive) towards a third party arising from
past events and where it is probable that an outflow of resources will be necessary to settle the obligation with no expected
consideration in return.
A provision for restructuring costs is recognized when the general criteria for setting up a provision are met, i.e. when the
Group has a detailed formal plan relating to the restructuring and has raised a valid expectation in those affected that it will
carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it.
Provisions with a maturity of over 12 months are discounted when the effect of discounting is material. The Group’s main
long-term provisions are provisions for the back-end of the nuclear fuel cycle, provisions for dismantling facilities and
provisions for site restoration costs. The discount rates used reflect current market assessments of the time value of money
and the risks specific to the liability concerned. Expenses with respect to unwinding the discount on the provision are
recognized as other financial income and expenses.
Estimates of provisions
Factors having a significant influence on the amount of provisions, and particularly, but not solely, those relating to the back-
end of the nuclear fuel cycle, to the dismantling of nuclear facilities and of gas infrastructures in France, include:
• cost estimates (notably the retained scenario for managing radioactive nuclear fuel consumed) (see Note 19.2);
• the timing of expenditure (notably, for nuclear power generation activities, the timetable for reprocessing radioactive
nuclear fuel consumed and for dismantling facilities as well as the timetable for the end of gas operations regarding the
main gas infrastructure businesses in France) (see Notes 19.2 and 19.3); and
• the discount rate applied to cash flows.
These factors are based on information and estimates deemed by the Group to be the most appropriate as of today.
Modifications to certain factors could lead to a significant adjustment in these provisions.
Dismantling of plant
Post-employment Back-end of the and equipment (1)
and other nuclear fuel and Site Other
In millions of euros long‑term benefits cycle rehabilitation contingencies Total
At December 31, 2019 7,481 7,611 7,566 2,458 25,115
Additions 313 194 84 531 1,122
Utilizations (412) (107) (86) (626) (1,232)
Reversals (2) - (1) (18) (20)
Changes in scope of consolidation 6 - (1) 5 10
Impact of unwinding discount
adjustments 90 251 187 17 544
Translation adjustments (31) - (23) (24) (78)
Other 1,497 - 116 - 1,613
AT DECEMBER 31, 2020 8,941 7,948 7,841 2,343 27,073
Non-current 8,810 7,849 7,816 400 24,876
Current 131 99 25 1,942 2,197
(1) Of which €6,207 million in provisions for dismantling nuclear facilities, managed by Synatom, compared to €6,060 million at
December 31, 2019
The impact of unwinding discount adjustments in respect of Additions, utilizations, reversals and the impact of unwinding
post-employment and other long-term benefits relates to the discount adjustments are presented as follows in the
interest expense on the benefit obligation, net of the interest consolidated income statement:
income on plan assets.
The “Other” line mainly comprises actuarial gains and losses In millions of euros Dec. 31, 2020
arising on post-employment benefit obligations in 2020,
which are recorded in “Other comprehensive income” as well Income/ 130
as provisions recorded against a dismantling or site Other financial income and expenses (544)
rehabilitation asset.
TOTAL (414)
The different types of provisions and the calculation

principles applied are described below.

19.1 Post-employment benefits and other long-term benefits

See Note 20 “Post-employment benefits and other long-term benefits”.
19.2 Obligations relating to nuclear power generation activities

In the context of its nuclear power generation activities, the Group assumes obligations relating to the management of the back-
end nuclear fuel cycle and the dismantling of nuclear facilities.
19.2.1 Legal framework

The Belgian law of April 11, 2003 granted Group subsidiary impact of recurring factors such as the passage of time
Synatom responsibility for managing provisions set aside to (unwinding) and utilizations of and additions to provisions for
cover the costs of dismantling nuclear power plants and fuel spent during the year.
managing spent nuclear fuel in those plants. The tasks of the The provisions include in their assumptions all existing or
Commission for Nuclear Provisions (CNP) set up pursuant to planned environmental regulatory requirements on a
the above-mentioned law is to oversee the process of European, national and regional level. If new legislation were
computing and managing these provisions. to be introduced in the future, the cost estimates used as a
To enable the Commission for Nuclear Provisions to carry out basis for the calculations could vary. The Group does not
its work in accordance with the above-mentioned law, believe that it is aware of any developments that could
Synatom is required to submit a report every three years materially impact the amount of the provisions with the
describing the core inputs used to measure these provisions. exception of the ongoing studies conducted by ONDRAF to
If any changes are observed from one triennial report to define a technical solution for the storage of category A, low-
another that could materially impact the financial inputs used, or medium- activity and short-lived waste.
i.e., the industrial scenario, estimated costs and timing, the The estimated provision amounts include margins for
Commission may revise its opinion, and the Group makes the contingencies and other risks that may arise in connection
necessary adjustments, if any, in the income statement. with dismantling and radioactive spent fuel management
Synatom submitted its triennial report to the Commission on procedures. The contingency margins relating to the disposal
September 12, 2019 and the Commission issued its opinion of waste are determined by ONDRAF and built into its fees.
on December 12, 2019, which was taken into account in The Group also estimates appropriate margins for each cost
preparing the financial statements for the year ended category.
December 31, 2019. The provisions recognized by the Group The Group considers that, to the best of its knowledge, the
were determined taking into account the prevailing provisions approved by the Commission take into account all
contractual and legal framework, which sets the operating life currently available information to manage the contingencies
of the Tihange 1 reactor and the Doel 1 and 2 reactors at 50 and other risks associated with processes such as dismantling
years, and the other reactors at 40 years. These provisions nuclear facilities and managing radioactive spent fuel.
have not changed significantly since that date, besides the
19.2.2 Provisions for the back-end of the nuclear fuel cycle

The provisions booked by the Group for nuclear fuel
Accounting standards processing and storage cover all of the costs linked to the
Allocations to provisions for the back-end of the nuclear “mixed” scenario, including on-site storage, transportation,
fuel cycle are computed based on the average unit cost of reprocessing, conditioning, storage and geological disposal.
the quantities expected to be used up to the end of the They are calculated based on the following principles and
operating life of the plants, applied to quantities used at inputs:
the closing date. An annual allocation is also recognized • storage costs primarily comprise the costs of building and
with respect to unwinding the discount on the provisions. operating additional dry storage facilities and operating
existing facilities, along with the costs of purchasing
containers;
When spent nuclear fuel is removed from a reactor and
temporarily stored on-site, it requires conditioning and • part of the radioactive spent fuel is transferred for
potentially reprocessing to separate the most active reprocessing. The resulting plutonium and uranium is sold
radionuclides, before being consigned to long-term storage. to a third party;
• radioactive spent fuel that has not been reprocessed is to
ONDRAF proposed on February 9, 2018 that geological
be conditioned, which requires conditioning facilities to be
storage be adopted as the national policy for managing high-
built according to ONDRAF's approved criteria. ONDRAF's
level and/or long-lived radioactive waste. The proposal is
recommendations as regards the cost of these facilities
subject to the approval of the Belgian government after
have been fully taken into account;
obtaining the opinion of the Federal Agency for Nuclear
Control (Agence Fédérale de Contrôle Nucléaire – AFCN). • the reprocessing residues and conditioned spent fuel are
transferred to ONDRAF;
In addition, ENGIE considers that the “mixed” scenario
adopted by the Commission for Nuclear Provisions continues • the cost of burying fuel in deep geological repositories is
to apply, whereby the fuel containing the most active estimated using the royalty rate established by ONDRAF
radionuclides is reprocessed, and the rest disposed of directly based on a total disposal facility cost of €10.7 billion2017. The
without reprocessing. estimated cost of the AFCN's preliminary recommendation
as regards an additional well has also been included based
on ONDRAF’s recommendations.
• the long-term obligation is calculated using estimated
internal costs and external costs assessed based on offers
received from third parties;

• the baseline scenario includes ONDRAF’s latest scenario, government will allow Synatom to reprocess spent fuel and
with geological storage starting in around 2070 and ending that an agreement will be reached between Belgium and
in around 2135; France designating Orano (formerly Areva) as responsible for
• the discount rate used is 3.25%. It takes into account (i) an these reprocessing operations. A scenario assuming the direct
analysis of trends in long-term benchmark rates and their disposal of waste without reprocessing would lead to a
historical and forecast averages, as well as (ii) the long life decrease in the provision compared to the provision resulting
of the liabilities based on ONDRAF’s scenario; from the “mixed” scenario currently used and approved by
• an inflation rate assumption of 2.0% (actual rate of 1.25%). the Commission for Nuclear Provisions.
The costs effectively incurred in the future may differ from The Belgian government has not yet taken a decision as to
the estimates in terms of their nature and timing of payment. whether the waste should be buried in a deep geological
In its opinion to the Commission for Nuclear Provisions, repository or stored over the long term. On November 27,
ONDRAF pointed out the uncertainty over some costs, which 2019, the European Commission sent a reasoned opinion to
in principle are covered by the contingency margins, but for Belgium under the breach procedure provided for in
which the Commission set up a work and further analysis Article 258 of the Treaty on the Functioning of the European
program as of 2020. The provisions may be subsequently Union, on the grounds that Belgium had not adopted a
adjusted in line with changes in the above-mentioned inputs national program for managing radioactive waste in
and related cost estimates. Belgium's current legal framework compliance with various requirements set out in the directive
does not permit partial reprocessing and has not yet on spent fuel and radioactive waste (Council Directive 2011/
confirmed the adoption of geological storage as the policy for 70/Euratom). Therefore, at this stage, there is only one
managing medium and high level nuclear waste. national program for the safe storage of spent fuel pending
reprocessing or long-term storage. The scenario adopted by
As regards the partial reprocessing scenario, following a the Commission for Nuclear Provisions is based on the
resolution adopted by the House of Representatives in 1993, assumption that the waste will be buried in a deep geological
reprocessing contracts that had not already begun were repository at a site yet to be identified and classified in
suspended and then terminated in 1998. The scenario Belgium.
adopted is based on the assumption that the Belgian
Sensitivity
Provisions for the back-end of the nuclear fuel cycle remain various expenses would lead to a decrease of less than that
sensitive to assumptions regarding costs, the timing of amount;
operations and expenditure, as well as to discount rates: • a change of 10 basis points in the discount rate used could
• a 10% increase in ONDRAF’s fees above the royalty rate for lead to an adjustment of approximately €260 million in
the removal of high-level and/or long-lived waste would provisions for the back-end of the nuclear fuel cycle. A fall
lead to an increase in provisions of approximately in discount rates would lead to an increase in outstanding
€175 million based on unchanged contingency margins; provisions, while a rise in discount rates would reduce the
• a five-year advance in ONDRAF's expenditure on provision amount.
temporary storage, conditioning and long-term storage for These sensitivities are calculated on a purely financial basis
high-level and/or long-lived radioactive waste would lead and should therefore be interpreted with appropriate caution
to an increase in provisions of approximately €170 million. in view of the variety of other inputs – some of which may be
A five-year delay in the payment schedule for these interdependent – included in the evaluation.
19.2.3 Provisions for dismantling nuclear facilities

Nuclear power plants have to be dismantled at the end of
Accounting standards their operating life. Provisions are set aside in the Group’s
A provision is recognized when the Group has a present financial statements to cover all costs relating to (i) the
legal or constructive obligation to dismantle facilities or to shutdown phase, which involves removing radioactive spent
restore a site. The present value of the obligation at the fuel from the site and (ii) the dismantling phase, which
time of commissioning represents the initial amount of the consists of decommissioning and cleaning up the site.
provision for dismantling with, as the counterpart, an The dismantling strategy is based on the facilities being
asset for the same amount, which is included in the dismantled (i) immediately after the reactor is shut down, (ii)
carrying amount of the facilities concerned. This asset is on a mass basis rather than on a site-by-site basis, and (iii)
depreciated over the operating life of the facilities and is completely, the land being subsequently returned to
included in the scope of assets subject to impairment greenfield status.
tests. Adjustments to the provision due to subsequent Provisions for dismantling nuclear facilities are calculated
changes in (i) the expected outflow of resources, (ii) the based on the following principles and inputs:
timing of dismantling expenses or (iii) the discount rate,
are deducted from or, subject to specific conditions, added • costs payable over the long term are calculated by
to the cost of the corresponding asset. The impacts of reference to the estimated costs for each nuclear facility,
unwinding the discount are recognized in expenses for the based on a study conducted by independent experts under
period. the assumption that the facilities will be dismantled on a
mass basis;
A provision is also recorded for nuclear units for which
the Group holds a capacity right up to its share of the
expected decommissioning costs to be borne by the
Group.

• fees for handling Class A – low or medium activity and • the start of the technical shutdown procedures depends on
short-lived – and B – low or medium activity and long-lived the facility concerned and on the timing of operations for
dismantling waste are determined using the royalty rate the nuclear reactor as a whole. The shutdown procedures
established by ONDRAF and include the margins are immediately followed by dismantling operations.
recommended by ONDRAF for waste reclassification risk The costs effectively incurred in the future may differ from
given the uncertainty over the definition of the criteria for the estimates in terms of their nature and timing of payment.
classification in those classes; In its opinion to the Commission for Nuclear Provisions,
• for the various phases, margins for usual contingencies, ONDRAF pointed out the uncertainty over some costs, which
reviewed by ONDRAF and the Commission for Nuclear in principle are covered by the contingency margins, but for
Provisions, are included; which the Commission set up a work and further analysis
• an inflation rate of 2.0% is applied until the dismantling program in 2020. The provisions may be subsequently
obligations expire in order to determine the value of the adjusted in line with changes in the above-mentioned inputs.
future obligation; However, these inputs and assumptions are based on
• a discount rate of 2.5% (including inflation of 2.0%) is information and estimates which the Group deems reasonable
applied to determine the present value (NPV) of the to date and which have been approved by the Commission
obligation. It is different from the rate used to calculate the for Nuclear Provisions.
provision for processing spent nuclear fuel due to the The scenario adopted is based on a dismantling program and
major differences in horizon of the two liabilities after on timetables that have to be approved by the nuclear safety
taking into account ONDRAF's new scenario; authorities.
• the operating life is 50 years for Tihange 1 and Doel 1 and
2, and 40 years for the other facilities;
Sensitivity
Based on currently applied inputs for estimating costs and the provisions, while a rise in discount rates would reduce the
timing of payments, a change of 10 basis points in the provision amount.
discount rate used could lead to an adjustment of This sensitivity is calculated on a purely financial basis and
approximately €62 million in dismantling provisions. A fall in should therefore be interpreted with appropriate caution in
discount rates would lead to an increase in outstanding view of the variety of other inputs – some of which may be
interdependent – included in the evaluation.
19.3 Dismantling of non-nuclear plant and equipment and site rehabilitation

19.3.1 Dismantling obligations arising on non-nuclear plant and equipment
Certain plant and equipment, including conventional power Based on estimates of proven and probable gas reserves
stations, transmission and distribution pipelines, storage through 2260 using current production levels, dismantling
facilities and LNG terminals, have to be dismantled at the end provisions for gas infrastructures in France have a present
of their operational lives. This obligation is the result of value near zero.
prevailing environmental regulations in the countries
concerned, contractual agreements, or an implicit Group
commitment.
19.3.2 Hazelwood Power Station & Mine (Australia)

The Group and its partner Mitsui announced in earthworks within the mine to ensure mine floor and batter
November 2016 their decision to close the coal-fired stability with a view to long-term rehabilitation into a pit lake.
Hazelwood Power Station, and cease coal extraction Several policies and laws that have a direct or indirect impact
operations from the adjoining mine from late March 2017. on mine rehabilitation and on the agencies that administer
The Group holds a 72% interest in the former 1,600 MW them have recently been reformed. Consequently, the
power station and adjoining mine, which was previously fully ultimate regulatory obligations are likely to be revised during
consolidated and has been consolidated as a joint operation the life of the project and could therefore have an impact on
since September 2018. provisions.
At December 31, 2020, the Group's share (72%) of the The average discount rate used to determine the amount of
provision covering the obligation to dismantle and the provisions is 4.03%.
rehabilitate the mine amounted to €277 million.
The amount of the provision recognized is based on the
Dismantling and site rehabilitation work commenced in 2017 Group’s best current estimate of the demolition and
and focused on: managing site contamination; planning site- rehabilitation costs that Hazelwood is expected to incur.
wide environmental clean-up; the demolition and dismantling However, the amount of this provision may be adjusted in the
of all of the site's industrial facilities, including the former future to take into account any changes in the key inputs.
power station; and ongoing aquifer pumping and designated
19.4 Other contingencies

This caption essentially includes provisions for commercial litigation, tax claims and disputes (except income tax, pursuant to
IFRIC 23) as well as provisions for onerous contracts relating to storage and transport capacity reservation contracts.

NOTE 20 Post-employment benefits and other long-term benefits
Depending on the laws and practices in force in the countries where the Group operates, Group companies have obligations in
terms of pensions, early retirement payments, retirement bonuses and other benefit plans. Such obligations generally apply to
all employees within the companies concerned.
The Group’s obligations in relation to pensions and other employee benefits are recognized and measured in compliance with
IAS 19. Accordingly:
• the cost of defined contribution plans is expensed based on the amount of contributions payable in the period;
• the Group’s obligations concerning pensions and other employee benefits payable under defined benefit plans are assessed
on an actuarial basis using the projected unit credit method. These calculations are based on assumptions relating to
mortality, staff turnover and estimated future salary increases, as well as the economic conditions specific to each country
or entity of the Group. Discount rates are determined by reference to the yield, at the measurement date, on investment
grade corporate bonds in the related geographical area (or on government bonds in countries where no representative
market for such corporate bonds exists).
Pension commitments are measured on the basis of actuarial assumptions. The Group considers that the assumptions used to
measure its obligations are relevant and documented. However, any change in these assumptions could have a significant
impact on the resulting calculations.
Provisions are recorded when commitments under these plans exceed the fair value of plan assets. Where the value of plan
assets (capped where appropriate) is greater than the related commitments, the surplus is recorded as an asset under “Other
assets” (current or non-current).
As regards post-employment benefit obligations, actuarial gains and losses are recognized in other comprehensive income.
Where appropriate, adjustments resulting from applying the asset ceiling to net assets relating to overfunded plans are
treated in a similar way. However, actuarial gains and losses on other long-term benefits such as long-service awards, are
recognized immediately in income.
Net interest on the net defined benefit liability (asset) is presented in net financial income/(loss).
20.1 Description of the main pension plans
20.1.1 Companies belonging to the Electricity and Gas Industries sector in France
Since January 1, 2005, the CNIEG (Caisse Nationale des December 31, 2004) are funded by EGI sector companies to
Industries Électriques et Gazières) has operated the pension, the extent defined by Decree No. 2005-322 of April 5, 2005.
disability, death, occupational accident and occupational The special EGI pension plan is a legal pension plan available
illness benefit plans for electricity and gas industry to new entrants.
(hereinafter “EGI”) companies in France. The CNIEG is a social
The specific benefits vested under the plan since
security legal entity under private law placed under the joint
January 1, 2005 are wholly financed by EGI sector companies
responsibility of the ministries in charge of social security
in proportion to their respective weight in terms of payroll
and the budget.
costs within the EGI sector.
Employees and retirees of EGI sector companies have been
As this plan represents a defined benefit plan, the Group has
fully affiliated to the CNIEG since January 1, 2005. The main
set aside a pension provision in respect of specific benefits
affiliated Group entities are ENGIE SA, GRDF, GRTgaz, Elengy,
payable to employees of unregulated activities and specific
Storengy, ENGIE Thermique France, CPCU, CNR and SHEM.
benefits vested by employees of regulated activities since
Following the funding reform of the special EGI pension plan January 1, 2005. This provision also covers the Group’s early
introduced by Law No. 2004-803 of August 9, 2004 and its retirement obligations. The provision amount may be subject
implementing decrees, specific benefits (pension benefits on to fluctuations based on the weight of the Group’s companies
top of the standard benefits payable under ordinary law) within the EGI sector.
already vested at December 31, 2004 (“past specific
Pension benefit obligations and other “mutualized”
benefits”) were allocated between the various EGI entities.
obligations are assessed by the CNIEG.
Past specific benefits (benefits vested at December 31, 2004)
relating to regulated transmission and distribution businesses At December 31, 2020, the projected benefit obligation in
(“regulated past specific benefits”) are funded by the levy on respect of the special pension plan for EGI sector companies
gas and electricity transmission and distribution services amounted to €4.3 billion.
(Contribution Tarifaire d’Acheminement) and therefore no The duration of the pension benefit obligation of the EGI
longer represent an obligation for the ENGIE Group. pension plan is 24 years.
Unregulated past specific benefits (benefits vested at
20.1.2 Companies belonging to the electricity and gas sector in Belgium

In Belgium, the rights of employees in electricity and gas payments provided under defined benefit plans are partly
sector companies, principally Electrabel, Laborelec and some reversionary. In practice, the benefits are paid in the form of
ENGIE Energy Management Trading and ENGIE CC employee a lump sum for the majority of plan participants. Most of the
categories, are governed by collective bargaining agreements. obligations resulting from these pension plans are financed
These agreements, applicable to “wage-rated” employees through pension funds set up for the electricity and gas
recruited prior to June 1, 2002 and managerial staff recruited sector and by certain insurance companies. Pre-funded
prior to May 1, 1999, specify the benefits entitling pension plans are financed by employer and employee
employees to a supplementary pension equivalent to 75% of contributions. Employer contributions are calculated annually
their most recent annual income, for a full career and in based on actuarial assessments.
addition to the statutory pension. These top-up pension

The projected benefit obligation relating to these plans The law on supplementary pensions, approved on
represented around 16% of total pension obligations and December 18, 2016 and enforced on January 1, 2017
related liabilities at December 31, 2020. The average henceforth specifies a minimum rate of return, depending on
duration is 9 years. the actual rate of return of Belgian government bonds, within
“Wage-rated” employees recruited after June 1, 2002 and a range of 1.75%-3.25% (the rates are now identical for
managerial staff (i) recruited after May 1, 1999 or (ii) having employee and employer contributions). In 2020, the minimum
opted for the transfer through defined contribution plans, are rate of return stood at 1.75%.
covered under defined contribution plans. Prior to An expense of €37 million was recognized in 2020 in respect
January 1, 2017, the law specified a minimum average of these defined contribution plans (€36 million in 2019).
annual return (3.75% on wage contributions and 3.25% on
employer contributions) when savings are liquidated.
20.1.3 Multi-employer plans

Employees of some Group companies are affiliated to multi- impact of potential default by an affiliated company. In the
employer pension plans. event of default, the vested rights are maintained in a special
Under multi-employer plans, risks are pooled to the extent compartment and are not transferred to the other members.
that the plan is funded by a single contribution rate Refinancing plans may be set up to ensure the funds are
determined for all affiliated companies and applicable to all balanced.
employees. The ENGIE Group accounts for multi-employer plans as
Multi-employer plans are particularly common in the defined contribution plans.
Netherlands, where employees are normally required to The expense recognized in 2020 in respect of multi-employer
participate in a compulsory industry-wide plan. These plans pension plans was stable as compared to 2019 at
cover a significant number of employers, thereby limiting the €73 million.
20.1.4 Other pension plans

Most other Group companies also grant their employees Scheme (ESPS). The assets of this defined benefit scheme
retirement benefits. In terms of financing, pension plans are invested in separate funds. Since June 1, 2008, the
within the Group are almost equally split between defined scheme has been closed and a defined contribution plan
benefit and defined contribution plans. has been set up for new entrants;
The Group’s main pension plans outside France, Belgium and • Germany: the Group’s German subsidiaries have closed
the Netherlands concern: their defined benefit plans to new entrants and now offer
• the United Kingdom: the large majority of defined benefit defined contribution plans;
pension plans is now closed to new entrants and future • Brazil: ENGIE Brasil Energia operates its own pension
benefits no longer vest under these plans. All entities run a scheme. This scheme has been split into two parts, one for
defined contribution scheme. The pension obligations of the (closed) defined benefit plan, and the other for the
International Power’s subsidiaries in the United Kingdom defined contribution plan that has been available to new
are covered by the special Electricity Supply Pension entrants since the beginning of 2005.
20.2 Description of other post-employment benefit obligations and other long-term benefits
20.2.1 Other benefits granted to current and former EGI sector employees
Other benefits granted to EGI sector employees are: • long-term benefits:
• post-employment benefits: — allowances for occupational accidents and illnesses,
— reduced energy prices, — temporary and permanent disability allowances,
— end-of-career indemnities, — long-service awards.
— bonus leave, The Group’s main obligations are described below.
— death capital benefits;
20.2.1.1 Reduced energy prices

Under Article 28 of the national statute for electricity and gas beneficiaries. ENGIE pays (or benefits from) the balancing
industry personnel, all employees (current and former contribution payable in respect of its employees as a result of
employees, provided they meet certain length-of-service energy exchanges between the two utilities.
conditions) are entitled to benefits in kind, which take the The obligation to provide energy at a reduced price to current
form of reduced energy prices known as “employee rates”. and former employees is measured as the difference
This benefit entitles employees to electricity and gas supplies at between the energy sale price and the preferential rate
a reduced price. For retired employees, this provision represents granted.
a post-employment defined benefit. Retired employees are only The provision set aside in respect of reduced energy prices
entitled to the reduced rate if they have completed at least stood at €4.2 billion at December 31, 2020. The duration of
15 years’ service within EGI sector companies. the obligation is 25 years.
In accordance with the agreements signed with EDF in 1951,
ENGIE provides gas to all current and former employees of
ENGIE and EDF, while EDF supplies electricity to these same
20.2.1.2 End-of-career indemnities
Retiring employees (or their dependents in the event of death during active service) are entitled to end-of-career indemnities,
which increase in line with the length of service within the EGI sector.

20.2.1.3 Compensation for occupational accidents and illnesses

EGI sector employees are entitled to compensation for The amount of the obligation corresponds to the likely
accidents at work and occupational illnesses. These benefits present value of the benefits to be paid to current
cover all employees or the dependents of employees who die beneficiaries, taking into account any reversionary annuities.
as a result of occupational accidents or illnesses, or injuries
suffered on the way to work.
20.2.2 Other benefits granted to employees of the gas and electricity sector in Belgium
Electricity and gas sector companies also grant other These benefits are not prefunded, with the exception of the
employee benefits such as the reimbursement of medical special “allocation transitoire” termination indemnity,
expenses, electricity and gas price reductions, as well as considered as an end-of-career indemnity.
length-of-service awards and early retirement schemes.
20.2.3 Other collective agreements

Most other Group companies also grant their staff post-employment benefits (early retirement plans, medical coverage, benefits
in kind, etc.) and other long-term benefits such as jubilee and length-of-service awards.
20.3 Defined benefit plans
20.3.1 Amounts presented in the statement of financial position and statement of comprehensive income
In accordance with IAS 19, the information presented in the when the difference is negative, provided that the conditions
statement of financial position relating to post-employment for recognizing the prepaid benefit cost are met.
benefit obligations and other long-term benefits results from Changes in provisions for pension plans, post-employment
the difference between the gross projected benefit obligation benefits and other long-term benefits, plan assets and
and the fair value of plan assets. A provision is recognized if reimbursement rights recognized in the statement of financial
this difference is positive (net obligation), while a prepaid position are as follows:
benefit cost is recorded in the statement of financial position
In millions of euros Provisions Plan assets Reimbursement rights

At December 31, 2019 (7,481) 53 161
Exchange rate differences 35 - -
Changes in scope of consolidation and other - - -
Actuarial gains and losses (1,488) (31) (7)
Periodic pension cost (438) (3) 25
Asset ceiling - - -
Contributions/benefits paid 431 17 9
AT DECEMBER 31, 2020 (8,941) 36 188
Plan assets and reimbursement rights are presented in the Cumulative actuarial gains and losses recognized in equity
statement of financial position under “Other non-current amounted to €6,037 million at December 31, 2020, compared
assets” or “Other current assets”. to -€4,594 million at December 31, 2019.
The cost recognized for the period amounted to €441 million Net actuarial differences arising in the period and presented
in 2020 (€492 million in 2019). The components of this on a separate line in the statement of comprehensive income
defined benefit cost in the period are set out in Note 20.3.3 represented a net actuarial loss of €1,519 million in 2020 and
“Components of the net periodic pension cost”. of -€1,149 million in 2019.
The Eurozone represented 98% of the Group’s net obligation
at December 31, 2020, 97% at December 31, 2019).

20.3.2 Change in benefit obligations and plan assets

The table below shows the amount of the Group’s projected benefit obligations and plan assets, changes in these items during the
periods presented, and their reconciliation with the amounts reported in the statement of financial position:
Dec. 31, 2020 Dec. 31, 2019

Other post- Other post-
Pension employment Long-term Pension employment Long-term
benefit benefit benefit benefit benefit benefit
In millions of euros obligation obligation obligations (3)
(1) (2)
Total obligations obligations obligations (3)
(1) (2)
Total
A – Change in projected benefit obligation
Projected benefit (8,570) (4,470) (531) (13,572) (7,712) (3,794) (499) (12,006)
obligation at January 1
Service cost (303) (79) (50) (432) (291) (63) (43) (397)
Interest expense (115) (57) (5) (177) (173) (76) (9) (258)
Contributions paid (16) ‐ ‐ (16) (16) ‐ ‐ (16)
Amendments (19) 4 (1) (16) (1) ‐ ‐ (1)
Changes in scope ‐ ‐ ‐ ‐ 172 (5) (1) 166
of consolidation
Curtailments/settlements 125 1 1 127 75 ‐ 1 76
Non-recurring items ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
Financial actuarial gains (789) (678) (31) (1,498) (887) (698) (5) (1,590)
and losses
Demographic actuarial (56) 8 (6) (55) (120) 57 (14) (76)
gains and losses
Benefits paid 405 104 57 566 373 108 39 521
Other (of which 152 ‐ 2 154 10 ‐ ‐ 10
translation adjustments)
Projected benefit (9,186) (5,167) (565) (14,919) (8,570) (4,470) (531) (13,572)
obligation at
December 31 A
B – Change in fair value of plan assets
Fair value of plan assets 6,169 ‐ - 6,169 5,767 ‐ ‐ 5,767
at January 1
Interest income on plan 86 ‐ ‐ 86 133 ‐ ‐ 133
assets
Financial actuarial gains (4) ‐ ‐ (4) 497 ‐ ‐ 497
and losses
Contributions received 206 ‐ ‐ 206 197 ‐ ‐ 197
Changes in scope ‐ ‐ ‐ ‐ (109) ‐ ‐ (109)
of consolidation
Settlements 9 ‐ ‐ 9 (28) ‐ ‐ (28)
Benefits paid (308) ‐ ‐ (308) (282) ‐ ‐ (282)
Other (of which (124) ‐ ‐ (124) (7) ‐ ‐ (7)
translation adjustments)
Fair value of plan assets 6,034 ‐ - 6,034 6,169 ‐ - 6,169
at December 31 B
C – funded status A+B (3,153) (5,167) (565) (8,885) (2,402) (4,470) (531) (7,403)
Asset ceiling (21) ‐ ‐ (21) (25) ‐ ‐ (25)
Net benefit obligation (3,174) (5,167) (565) (8,906) (2,427) (4,470) (531) (7,428)
ACCRUED BENEFIT (3,210) (5,137) (595) (8,941) (2,480) (4,470) (531) (7,481)
LIABILITY
PREPAID BENEFIT COST 36 ‐ ‐ 36 53 ‐ ‐ 53
(1) Pensions and retirement bonuses
(2) Reduced energy prices, healthcare, gratuities and other post-employment benefits
(3) Length-of-service awards and other long-term benefits

20.3.3 Components of the net periodic pension cost

The net periodic cost recognized in respect of defined benefit obligations for the years ended December 31, 2020 and 2019
breaks down as follows:

Current service cost 432 397
Actuarial gains and losses (1) 37 19
Plan amendments - -
Gains or losses on pension plan curtailments, terminations and settlements (120) (48)
Non-recurring items - -
Total accounted for under current operating income including operating MtM 350 368
and share in net income of equity method entities
Net interest expense 91 125
Total accounted for under net financial income/(loss) 91 125
TOTAL 441 493
(1) On the long-term benefit obligation
20.3.4 Funding policy and strategy

When defined benefit plans are funded, the related plan term rate of return higher than the discount rate or, where
assets are invested in pension funds and/or with insurance appropriate, at least equal to future required returns.
companies, depending on the investment practices specific to When plan assets are invested in pension funds, investment
the country concerned. The investment strategies underlying decisions are the responsibility of the fund management
these defined benefit plans are aimed at striking the right concerned. For French companies, where plan assets are
balance between return on investment and acceptable levels invested with an insurance company, the latter manages the
of risk. investment portfolio for unit-linked policies or euro-
The objectives of these strategies are twofold: to maintain denominated policies, in a manner adapted to the risk and
sufficient liquidity to cover pension and other benefit long-term profile of the liabilities.
payments; and as part of risk management, to achieve a long- The funding of these obligations at December 31 for each of
the periods presented can be analyzed as follows:
Projected benefit Fair value Total net

In millions of euros obligation of plan assets Asset ceiling obligation
Underfunded plans (7,671) 5,192 (21) (2,500)
Overfunded plans (606) 842 ‐ 236
Unfunded plans (6,641) ‐ ‐ (6,641)
AT DECEMBER 31, 2020 (14,918) 6,034 (21) (8,905)
Underfunded plans (7,399) 5,616 (25) (1,809)
Overfunded plans (517) 553 ‐ 36
Unfunded plans (5,655) ‐ ‐ (5,655)
At December 31, 2019 (13,571) 6,169 (25) (7,428)
The allocation of plan assets by principal asset category can be analyzed as follows:
In % Dec. 31, 2020 Dec. 31, 2019

Equity investments 26 27
Sovereign bond investments 23 26
Corporate bond investments 29 27
Money market securities 3 3
Real estate 2 2
Other assets 16 15
TOTAL 100 100

All plan assets were quoted on an active market at In 2020, the actual return on plan assets of Belgian entities
December 31, 2020. amounted to approximately 2.8% in Group insurance and a
The actual return on assets of EGI sector companies stood at a positive 0.8% in pension funds.
positive 1.4% in 2020. The allocation of plan asset categories by geographic area of
investment can be analyzed as follows:
In % Europe North America Latin America Asia-Oceania Rest of the World Total
Equity investments 60 23 3 10 4 100
Sovereign bond investments 82 1 16 - - 100
Corporate bond investments 74 20 1 4 2 100
Money market securities 96 - 3 1 - 100
Real estate 92 1 5 1 1 100
Other assets 46 23 3 4 24 100
20.3.5 Actuarial assumptions

Actuarial assumptions are determined individually by country and company in conjunction with independent actuaries. Weighted
discount rates for the main actuarial assumptions are presented below:
Pension benefit Other post-employment Long-term benefit Total benefit

obligations benefit obligations obligations obligations
2020 2019 2020 2019 2020 2019 2020 2019
Eurozone 0.6% 1.2% 0.6% 1.2% 0.6% 1.0% 0.6% 1.2%
Discount rate
UK Zone 1.6% 1.7% - - - - - -
Eurozone 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8%
Inflation rate
UK Zone 3.2% 3.4% - - - - - -
20.3.5.1 Discount and inflation rate

The discount rate applied is determined based on the yield, at According to the Group’s estimates, a 100-basis-point
the date of the calculation, of investment grade corporate increase or decrease in the discount rate would result in a
bonds with maturities mirroring the term of the plan. change of approximately 18% in the projected benefit
The rates were determined for each monetary area based on obligation.
data for AA corporate bond yields. For the Eurozone, data The inflation rates were determined for each monetary area.
(from Bloomberg) are extrapolated on the basis of A 100-basis-point increase or decrease in the inflation rate
government bond yields for long maturities. (with an unchanged discount rate) would result in a change of
approximately 17% in the projected benefit obligation.
20.3.5.2 Other assumptions
The increase in the rate of medical costs (including inflation) was estimated at 1%.
A 100-basis-point change in the assumed increase in medical costs would have the following impacts:
In millions of euros 100 basis point increase 100 basis point decrease
Impact on expenses - -
Impact on pension obligations 5 (5)
20.3.6 Estimated employer contributions payable in 2021 under defined benefit plans
The Group expects to pay around €214 million in to rights vested during the year, taking into account the
contributions into its defined benefit plans in 2021, including funding level for each entity in order to even out
€133 million for EGI sector companies. Annual contributions contributions over the medium term.
in respect of EGI sector companies will be made by reference
20.4 Defined contribution plans

In 2020, the Group recorded a €248 million expense in respect of amounts paid into Group defined contribution plans
(€121 million in 2019). These contributions are recorded under “Personnel costs” in the consolidated income statement.

NOTE 21 Share-based payments
Under IFRS 2, share-based payments made in consideration for services provided are recognized as personnel costs. These
services are measured at the fair value of the instruments awarded.
The fair value of bonus share plans is estimated by reference to the share price at the grant date, taking into account the fact
that no dividend is payable over the vesting period, and based on the estimated turnover rate for the employees concerned
and the probability that the Group will meet its performance targets. The fair value measurement also takes into account the
non-transferability period associated with these instruments. The cost of shares granted to employees is expensed over the
vesting period of the rights and offset against equity.
A Monte Carlo pricing model is used for performance shares granted on a discretionary basis and subject to external
performance criteria.
Expenses recognized in respect of share-based payments break down as follows:
Expense for the year

Employee share issues (1)
(2) (1)
Bonus/performance share plans (2) (3) (45) (48)
Other Group companies' plans (3) (2)
TOTAL (50) (51)
(1) Including Share Appreciation Rights set up within the scope of employee share issues in certain countries
(2) Of which a reversal of €6 million in 2020 for failure to meet the performance conditions
(3) Of which a reversal of €5 million in 2020 for failure to meet the condition of continuing employment within the Group (€2 million in 2019)
21.1 Performance shares
21.1.1 New awards in 2020
ENGIE Performance Share plan of December 17, 2020

On December 17, 2020, the Board of Directors approved the In addition to a condition requiring employees to be
award of 4.9 million performance shares to members of the employed with the Group at the vesting date, each tranche is
Group's executive and senior management, breaking down made up of instruments subject to three different conditions,
into three tranches: excluding the first 150 performance shares granted to
• performance shares vesting on March 14, 2024, subject to beneficiaries (excluding top management), which are exempt
a one-year lock-up period; from performance conditions. The performance conditions,
each of which accounts for one-third of the total grant, are as
• performance shares vesting on March 14, 2024, without a
follows:
lock-up period; and
• performance shares vesting on March 14, 2025, without a • a market performance condition relating to ENGIE’s Total
lock-up period. Shareholder Return compared to that of a reference panel
of nine companies, as assessed between November 2020
and January 2024;
• two internal performance conditions relating to net
recurring income Group share and to Return On Capital
Employed (ROCE) in 2022 and 2023.
Under this plan, performance shares without conditions were
also awarded to the winners of the Innovation and Incubation
programs (21,150 shares awarded).
21.1.2 Fair value of bonus share plans with or without performance conditions
The following assumptions were used to calculate the fair value of the new plans awarded by ENGIE in 2020:
Market-
Price at Financing Non- related
End of the the award Expected cost for the transferability performance Fair value
Award date Vesting date lock–up period date dividend employee cost condition per unit
December 17, 2020 March 14, 2024 March 14, 2025 12.7 0,75 3.9% 0,36 yes 9,44
December 17, 2020 March 14, 2024 March 14, 2024 12.7 0,75 3.9% 0,47 no 10,67
Weighted average fair value of the December 17, 2020 plan 9,93

21.1.3 Review of internal performance conditions applicable to the plans

In addition to the condition of continuing employment within The Group decided to adjust the effect of the Covid-19 crisis
the Group, eligibility for certain bonus share and performance on the achievement of the internal performance conditions
share plans is subject to an internal performance condition. for the performance share plans awarded in December 2017
When this condition is not fully met, the number of bonus and December 2018 including 2020 as the year of reference.
shares granted to employees is reduced in accordance with After applying the adjusted achievement rates, the Group
the plans’ regulations, leading to a decrease in the total recognized income of €6 million.
expense recognized in relation to the plans in accordance
with IFRS 2. Performance conditions are reviewed at each
reporting date.
NOTE 22 Related party transactions

This note describes material transactions between the Group Transactions with joint ventures and associates are described
and its related parties. in Note 3 “Investments in equity method entities”.
Compensation payable to key management personnel is Only material transactions are described below.
disclosed in Note 23 “Executive compensation”.
22.1 Relations with the French State and with entities owned or partly owned by the French State
22.1.1 Relations with the French State

The French State’s interest in the Group at December 31, share is granted to the French State indefinitely and confers the
2020 was unchanged from the previous year at 23.64%. This right to oppose ENGIE’s decision if it considers them contrary to
entitles it to three seats of the 13 seats on the Board of the interest of France.
Directors (one director representing the State appointed by Public service engagements in the energy sector are defined
decree, and directors appointed by the Shareholders’ Meeting by the law of January 3, 2003.
at the proposal of the State).
Transmission rates on the GRTgaz transportation network and
The French State holds 33.19% of the theoretical voting rights the gas distribution network in France, as well as rates for
(33.39% of exercisable voting rights) compared with 33.67% accessing the French LNG terminals and revenues from
at end-2019. storage capacities are all regulated.
On May 22, 2019, the PACTE act (“Action plan for business The Law on Energy and Climate enacted on November 8, 2019
growth and transformation”) was enacted, enabling the will put an end to regulated gas tariffs and will restrict regulated
French State to dispose of its ENGIE shares without electricity tariffs for consumers and small businesses. The
restriction. final date for the discontinuation of regulated gas tariffs is
In addition, the French State holds a golden share aimed at July 1, 2023.
protecting France’s critical interests and ensuring the continuity
and safeguarding of supplies in the energy sector. The golden
22.1.2 Relations with EDF

Following the creation on July 1, 2004 of the French gas and electricity distribution networks. Enedis SA (previously
electricity distribution network operator (EDF Gaz de France ERDF SA), a subsidiary of EDF SA, and GRDF SA, a subsidiary
Distribution), Gaz de France SA and EDF entered into an of ENGIE SA, were created on January 1, 2007 and
agreement on April 18, 2005 setting out their relationship as January 1, 2008, respectively, and act in accordance with the
regards the distribution business. The December 7, 2006 law agreement previously signed by the two incumbent
on the energy sector reorganized the natural gas and operators.
22.2 Relations with the CNIEG (Caisse Nationale des Industries Électriques et Gazières)
The Group’s relations with the CNIEG, which manages all old- Companies (Entreprises Non Nationalisées – ENN), are
age, death and disability benefits for active and retired described in Note 20 “Post-employment benefits and other
employees of the Group who belong to the special EGI long-term benefits”.
pension plan, employees of EDF and Non-Nationalized

NOTE 23 Executive compensation

The executive compensation presented below includes the The Executive Committee had ten members at December 31,
compensation of the members of the Group's Executive 2020 (14 members at December 31, 2019).
Committee and Board of Directors. Their compensation breaks down as follows:

Short-term benefits 29 21
Post-employment benefits - 10
Share-based payments 2 5
Termination benefits 7 -
TOTAL 38 36
Pursuant to the European Directive of April 16, 2014, French Following the closure of the plan and the freezing of the
ordinance no. 2019-697 relating to supplementary pensions, random rights in 2019, in 2020 the Group transformed the
published on July 4, 2019, terminated the existing L.137-11 random rights of beneficiaries, including the members of the
pension plan (referred to as “Article 39”) and prohibited the Group’s Executive Committee, under a defined contribution
accrual of further rights and the entry of any new members plan referred to as “Article 82”.
as of that date.
NOTE 24 Working capital requirements, inventories, other assets and other liabilities
In accordance with IAS 1, the Group’s current and non-current assets and liabilities are shown separately in the consolidated
statement of financial position. For most of the Group’s activities, the breakdown into current and non-current items is based on
when assets are expected to be realized, or liabilities extinguished. Assets expected to be realized or liabilities extinguished
within 12 months of the reporting date are classified as current, while all other items are classified as non-current.
Inventories
Inventories are measured at the lower of cost and net realizable value. Net realizable value corresponds to the estimated
selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to
make the sale.
The cost of inventories is determined based on the first-in, first-out method or the weighted average cost formula.
Nuclear fuel purchased is consumed in the process of producing electricity over a number of years. The consumption of this
nuclear fuel inventory is recorded based on estimates of the quantity of electricity produced per unit of fuel.
Gas inventories
Gas injected into underground storage facilities includes working gas, which can be withdrawn without adversely affecting the
subsequent operation of the reservoirs, and cushion gas, which is inseparable from the reservoirs and essential for their
operation (see Note 15 “Property, plant and equipment”).
Working gas is classified in inventories and measured at weighted average purchase cost upon entering the transportation
network regardless of its source, including any regasification costs.
Group inventory outflows are valued using the weighted average unit cost method.
Tax equity
The ENGIE Group finances its renewables projects in the United States through tax equity structures, in which part of the
necessary funds is provided by a tax partner. The tax partner obtains, up to a pre-detemined level, a preferential right
essentially to the project’s tax credits, which it can deduct from its own tax base.
The tax partner’s investments meet the definition of a liability under IFRS. Since the tax equity liability corresponding to these
tax benefits does not give rise to any cash outflow for the project entity, it does not represent a financial debt and is
accounted for in “Other liabilities”.
Besides the unwinding effect, the liability changes mainly as a function of the tax credits allocated to the tax partner
recognized in profit or loss.

24.1 Composition of change in working capital requirements

Change in working capital Change in working capital
In millions of euros requirements at Dec. 31, 2020 requirements at Dec. 31, 2019
Inventories (492) 465
Trade and other receivables, net 107 802
Trade and other payables, net (586) (1,107)
Tax and employee-related receivables/payables (58) (36)
Margin calls and derivative instruments hedging
commodities relating to trading activities (109) (981)
Other 539 (253)
TOTAL (600) (1,110)
24.2 Inventories
Inventories of natural gas, net 1,146 1,104
Inventories of uranium (1)
530 538
CO2 emissions allowances, green certificates and energy saving certificates, net 1,070 682
Inventories of commodities other than gas and other inventories, net 1,395 1,294
TOTAL 4,140 3,617
(1) Financial hedging instruments are backed by these uranium inventories and represented an amount of €18 million at December 31, 2020
24.3 Other assets and other liabilities

Dec. 31, 2020 Dec. 31, 2019
In millions of euros Non-current Current Non-current Current Non-current Current Non-current Current
Other assets and liabilities 396 8,990 (2,004) (12,545) 384 10,216 (1,222) (13,101)
Tax receivables/payables - 6,274 - (6,960) - 6,986 - (7,750)
Employee receivables/
payables 222 51 (6) (2,667) 214 39 (6) (2,594)
Dividend receivables/
payables - 17 - (76) - 21 - (104)
Other 174 2,649 (1,998) (2,841) 171 3,170 (1,215) (2,653)
At December 31, 2020, other non-current assets also included Other liabilities include €1,123 million in investments made
a receivable towards EDF Belgium in respect of nuclear by tax partners as part of the financing of renewable projects
provisions amounting to €94 million (€92 million at in the United States by tax equity (€228 million at
December 31, 2019). December 31, 2019).
NOTE 25 Legal and anti-trust proceedings

The Group is party to a number of legal and anti-trust In the normal course of its business, the Group is involved in
proceedings with third parties or with legal and/or a number of disputes and investigations before state courts,
administrative authorities (including tax authorities) in the arbitral tribunals or regulatory authorities. The disputes and
normal course of its business. investigations that could have a material impact on the Group
The main disputes and investigations presented hereafter are are presented below.
recognized as liabilities or give rise to contingent assets or
liabilities.
25.1 France excluding Infrastructures

25.1.1 Canvassing
EDF brought an action against ENGIE before the Nanterre the court ordered ENGIE to pay EDF the sum of €150,000,
Commercial Court on July 20, 2017, seeking €13.5 million in concluding that ENGIE was guilty of unfair competition but
damages for alleged losses due to unfair competitive acknowledging that there had been no disparagement of EDF
practices pursued by ENGIE mainly in its door-to-door and that ENGIE had set up training and control arrangements
canvassing campaigns. In its judgment of December 14, 2017, for its partners.

ENGIE appealed the judgment and EDF brought a cross-appeal Court of Appeal, seeking payment from ENGIE of the sum of
seeking €94.7 million in damages for its alleged loss. The €106.89 million and a final penalty of €50,000 per
Versailles Court of Appeal delivered its judgment on infringement for a period of one year. On December 11, 2020,
March 12, 2019, ordering ENGIE to pay EDF €1 million. It also the enforcement judge ordered ENGIE to pay EDF the sum of
ordered ENGIE to cease and desist from all parasitic business €230,000 and ordered a new provisional penalty of €15,000
practices and disparagement to the detriment of EDF, subject per new infringement for a period of one year as of
to a penalty of €10,000 for each infringement. notification of the judgment by EDF.
On July 6, 2020, EDF asked the enforcement judge at the On December 22, 2020, EDF appealed the enforcement
Nanterre Court to assess the penalty ordered by the Versailles judge’s decision before the Versailles Court of Appeal.
25.2 France Infrastructures

25.2.1 Commissioning
Regarding the customer management services carried out on supplier should apply. In the same decision, the Conseil d'État
behalf of the grid manager in the gas sector, on June 30, 2020, denied the CRE the right to set a customer threshold beyond
two memorandums of understanding were signed by GRDF which the compensation would not be payable, which hitherto
with Total Direct Energie and ENI respectively with a view to prevented ENGIE from receiving any compensation. In light of
ending all ongoing disputes between GRDF, Total Direct Energie this decision, ENGIE brought an action against ENEDIS with the
and ENI. The financial impact of these memorandums of purpose of obtaining payment for these customer management
understanding was fully taken into account in the financial services. The legislature has adopted a decision that
statements for the six months ended June 30, 2020. retroactively validates the agreements entered into with
Regarding the customer management services carried out on ENEDIS and precludes any request for compensation for
behalf of the grid manager in the electricity sector (in this case unpaid customer management services. In a decision handed
ERDF, now ENEDIS), following proceedings brought by ENGIE, down on April 19, 2019, the Constitutional Court ruled that this
in a decision of July 13, 2016, the Conseil d’État ruled that the provision was constitutional. The proceedings against ENEDIS
principle whereby the grid manager pays compensation to the are still underway.
25.2.2 Investigation into the regulation mechanism for natural gas storage in France
On February 29, 2020, the European Commission announced with all the necessary information to substantiate their
that it had launched an in-depth investigation into the analyses for the purposes of the Commission's investigation
regulation mechanism for the storage of natural gas aimed at reaching a final decision. The initiation of these
introduced on January 1, 2018 to secure France’s natural gas proceedings provides no guarantee as to the outcome of the
supply. Storengy and Géométhane provided the Commission investigation.
25.3 Rest of Europe

25.3.1 Resumption and extension of operations at the nuclear power plants
Various associations have brought actions before the and serious threat of an interruption to electricity supply, and
Constitutional Court, the Conseil d'État and the ordinary courts then only for the length of time that is strictly necessary to
against the laws and administrative decisions authorizing the eliminate this threat. In its decision of March 5, 2020, the
extension of operations at the Doel 1 and 2 and Tihange 1 Constitutional Court overturned the Law extending Doel 1 and
reactors. The Brussels Court of Appeal dismissed Greenpeace's Doel 2, while maintaining its effects until the legislator
claims in a decision dated June 12, 2018. Greenpeace adopts a new law after having carried out the required
appealed this decision before the Court of Cassation. This environmental assessments, including a cross-border public
appeal was rejected by a ruling of the Court of Cassation consultation process, by December 31, 2022 at the latest. The
dated January 9, 2020, such that the decision by the Brussels appeal before the Conseil d'État is still ongoing.
Court of Appeal dated June 12, 2018 is now final. As for the In addition, some local authorities and various organizations
action brought before the Constitutional Court, on June 22, 2017 have challenged the authorization to restart operations at the
the Court referred the case to the Court of Justice of the Tihange 2 reactor. On November 9, 2018, the Conseil d'État
European Union (CJEU) for a preliminary ruling. In its rejected the action brought by some local German authorities
judgment of July 29, 2019, the CJEU ruled that the Belgian seeking the annulment of this decision. Civil proceedings are
law extending the operating lives of the Doel 1 and Doel 2 still ongoing before the Brussels Court of First Instance. On
reactors (Law extending Doel 1 and Doel 2) was adopted September 3, 2020, the Court ruled that the case was
without the required environmental assessments being admissible, but unfounded.
carried out first, but that the effects of the law on extension
may provisionally be maintained where there is a genuine
25.3.2 Claim by the Dutch tax authorities related to interest deductibility

Based on a disputable interpretation of a statutory October 4, 2018, the court ruled in favor of the tax authorities.
modification that came into force in 2007, the Dutch tax On October 26, 2020, the ruling was confirmed by the Arnhem
authorities refuse the deductibility of a portion (€1.1 billion) of Court of Appeal. ENGIE Energie Nederland Holding BV
the interest paid on financing contracted for the acquisition of considers that the Court committed errors in law and that its
investments made in the Netherlands since 2000. Following decision was not well-founded, either under Dutch or European
the Dutch tax authorities' rejection of the administrative law. It has therefore appealed the decision before the Court of
claim against the 2007 tax assessment, action was brought Cassation.
before the Arnhem Court of First Instance in June 2016. On

25.3.3 Claim by the Dutch tax authorities related to power plant impairment losses
The Dutch tax authorities have disallowed the tax deduction abovementioned period, i.e., an amount of €1.9 billion. ENGIE
of asset impairment losses reported by ENGIE Energie has contested the tax authorities position as regards both the
Nederland NV on its 2010-2013 tax returns. The authorities period and the amount and filed an administrative appeal in
challenged both the period of coverage of the impairment November 2018, which was rejected in February 2019.
losses and the amount. Accordingly, they added back the full ENGIE is considering whether to launch legal proceedings.
amount of the accumulated asset impairment losses over the
25.3.4 Transfer price of gas

The Belgian tax authorities' Special Tax Inspectorate has supply of gas by ENGIE (then GDF SUEZ) to Electrabel S.A.
issued two tax deficiency notices in respect of taxable income was excessive. ENGIE and Electrabel S.A. are challenging this
for fiscal years 2012 and 2013 for an aggregate amount of adjustment. Belgium and France have begun conciliation
€706 million, considering that the price applied for the proceedings to settle the dispute.
25.3.5 Spain – Punica

In the Punica case (investigation into the awarding of examining judge in charge of the case. The criminal
contracts), 12 Cofely España employees, as well as the proceedings are still ongoing and will probably continue
company itself, were placed under investigation by the through 2021.
25.3.6 Italy – Vado Ligure

On March 11, 2014, the Court of Savona seized and closed environmental infringements and public health risks. The
down the VL3 and VL4 coal-fired production units at the Vado investigation was closed on July 20, 2016. The case was
Ligure thermal power plant belonging to Tirreno Power S.p.A. referred to the Savone Court to be tried on the merits. The
(TP), a company which is 50%-owned by the ENGIE Group. proceedings began on December 11, 2018 and will continue
This decision was taken as part of a criminal investigation through 2021.
against the present and former executive managers of TP into
25.3.7 Italy – Tax dispute relating to excise duties and ENGIE Italia VAT (formerly GDF SUEZ Energie)
In 2017, the Italian tax authorities challenged the excise duty In October 2018, the Court of First Instance dismissed the
waiver for gas transfers carried out by ENGIE Italia SpA cancellation request, simply applying an outdated ministerial
(ENGIE Italia) for industrial customers in Italy on the grounds decree and ignoring ENGIE Italia's legal arguments.
that it did not have a certificate for these customers. The ENGIE Italia appealed the ruling in November 2018 and the
authorities plan to issue a tax reassessment for a total Court of Appeal ruled in its favor in November 2019 on the
amount of €126 million (excise duties, VAT, late payment grounds that the documents requested by the Italian tax
penalties and interest). ENGIE Italia has challenged the authorities were not legal and that the authorities needed to
legality of this procedure both in light of Italian and European take into account the factual situation of the taxpayer to
law and in any event deems the sanction to be determine its requirement to pay excise duties. In 2020, the
disproportionate compared to a formal requirement. tax authorities referred the case to the Court of Cassation.
In 2018, ENGIE Italia launched an appeal with the Perugia
Court of First Instance requesting the cancellation of the tax
reassessment notice.
25.3.8 Italy – Competition procedure

On May 9, 2019, a fine of €38 million was jointly and severally On July 18, 2019, the Lazio RAC suspended the payment of the
imposed on ENGIE Servizi SpA and ENGIE Energy Services fine, and on July 27, 2020, it overturned the Authority’s
International S.A. by the Italian Competition Authority (the decision as regards both ENGIE Servizi SpA and ENGIE Energy
Authority) for certain alleged anti-competitive practices relating Services International SA. On November 17, 2020, the Authority
to the award of the Consip FM4 2014 contract. An appeal was appealed the Lazio RAC’s decision before Italy’s highest
lodged with the Lazio Regional Administrative Court (Lazio RAC). administrative court.
25.4 Latin America

25.4.1 Concessions in Buenos Aires and Santa Fe
In 2003, ENGIE and its joint shareholders, water distribution On April 9, 2015, the ICSID ordered the Argentinean State to
concession operators in Buenos Aires and Santa Fe, initiated pay USD 405 million in respect of the termination of the
two arbitration proceedings against the Argentinean State Buenos Aires water distribution and treatment concession
before the International Center for Settlement of Investment contracts (including USD 367 million to ENGIE and its
Disputes (ICSID). The purpose of these proceedings was to subsidiaries), and on December 4, 2015, to pay USD
obtain compensation for the loss in value of investments 225 million in respect of the termination of the Santa Fe
made since the start of the concession, in accordance with concession contracts. The Argentinean State sought the
bilateral investment protection treaties. annulment of these awards. By decision dated May 5, 2017,
As a reminder, prior to the stock market listing of SUEZ the claim for the annulment of the Buenos Aires award was
Environnement Company, ENGIE and SUEZ (formerly SUEZ rejected. The claim to annul the award in the Santa Fe case
Environnement) entered into an agreement providing for the was rejected by a decision dated December 14, 2018.
economic transfer to SUEZ of the rights and obligations Consequently, the two ICSID awards, which are a step in the
relating to the ownership interests held by ENGIE in Aguas settlement of the dispute, are now final.
Argentinas and Aguas Provinciales de Santa Fe, including the
rights and obligations resulting from the arbitration
proceedings.

The Argentinean government and the various shareholders of economic transfer to SUEZ of ENGIE's rights and obligations,
Aguas Argentinas entered into and implemented a settlement SUEZ and its subsidiaries received €224.1 million in cash.
agreement in accordance with the arbitral award of April 9, Furthermore, the December 14, 2018 ruling pertaining to the
2015, handed down in respect of the water distribution and water distribution and wastewater treatment concessions
treatment concession contracts in Buenos Aires. In accordance granted to Aguas Provinciales de Santa Fe has yet to be
with the above-mentioned agreement concerning the applied.
25.4.2 Planned construction of an LNG terminal in Uruguay

GNLS SA, a joint subsidiary of Marubeni and ENGIE, was threatened to call GNLS before the Uruguayan courts to claim
selected in 2013 to build an offshore LNG terminal in damages.
Uruguay. On November 20, 2013, GNLS contracted out the Since GNLS had incurred significant losses as a result of the
design and construction of the terminal to Construtora termination of the contract, it filed a request for arbitration
OAS SA. Following a number of problems and defects, GNLS on August 22, 2017 in accordance with the terms of the
terminated the contract in March 2015 and made use of its contract providing for dispute resolution in Madrid by the ICC
guarantees. OAS challenged the termination of the contract International Court of Arbitration, claiming a principal
but did not take action against GNLS. OAS went bankrupt in amount of USD 373 million. OAS responded by summonsing
Uruguay on April 8, 2015. In September 2015, GNLS and the GNLS before the Montevideo Commercial Court, claiming USD
authorities agreed to cancel the planned construction. 311 million in damages. ENGIE was officially named as a
On May 24, 2017, OAS and GNLS appeared before the party to the proceedings on December 5, 2018. Both
Uruguayan courts in a conciliation process at the request of proceedings are still pending.
OAS. The conciliation process was unsuccessful. OAS then
25.4.3 Claim against sales tax adjustments in Brazil

On December 14, 2018, the Brazilian tax authorities sent reals, including 229 million Brazilian reals in taxes to which
ENGIE Brasil Energia S.A. tax assessment notices for the are added fines and interest.
2014, 2015 and 2016 fiscal years considering that the ENGIE Brasil Energia disputes these notices of tax assessment
company was liable for the PIS and COFINS taxes (federal and introduced tax claims in 2019, which the tax authorities
value added taxes) on the reimbursement of certain fuels have rejected, however. A final claim at administrative level
used in the production of energy by thermoelectric plants. (prior to possible appeals before tax courts at judicial level)
The adjustments amounted to a total of 492 million Brazilian was filed by ENGIE Brasil Energia in January 2020.
25.4.4 Mexico – Renewable energy

In the past few months, the Mexican government and public legal proceedings launched by non-government bodies and
authorities have taken positions and regulatory measures that private investors, in particular by ENGIE subsidiaries that
directly affect private players in the energy sector (in develop or implement renewable energy projects in the
particular renewable energy producers) and go against the country. These proceedings are currently ongoing. In most
letter and spirit of the latest energy sector reforms cases, including in proceedings initiated by ENGIE
introduced in 2013 and 2014. The constitutionality and subsidiaries, the competent courts ordered the suspension of
legality of some of these measures have been contested in the disputed measures pending a decision on the merits.
25.5 Other
25.5.1 Withholding tax
In their tax deficiency notice dated December 22, 2008, the the Conseil d’État by the two parties. Pursuant to an
French tax authorities questioned the tax treatment of the application for a priority preliminary ruling on the issue of
non-recourse sale by SUEZ (now ENGIE) of a withholding tax constitutionality, on October 23, 2020, the Conseil d’État
(précompte) receivable in 2005 for an amount of €995 million decided to seek a preliminary ruling from the Court of Justice
(receivable relating to the précompte paid in respect of the of the European Union to ascertain whether Directive 90/
1999-2003 fiscal years). The Montreuil Administrative Court 435/EC of 1990 precludes the withholding of the précompte
handed down a judgment in ENGIE's favor in April 2019, upon the redistribution by a parent company of dividends
which led to the French tax authorities appealing the decision received from subsidiaries established in the European Union.
before the Versailles Court of Appeal in May 2019. The Furthermore, after ENGIE and several French groups lodged a
submissions have been exchanged and the parties are complaint, on April 28, 2016, the European Commission
awaiting a date for the hearing. issued a reasoned opinion to the French State as part of
Regarding the dispute over the précompte itself, on infringement proceedings, setting out its view that the Conseil
February 1, 2016, the Conseil d’État dismissed the appeal d'État did not comply with European Union law when
before the Court of Cassation seeking the repayment of the handing down decisions in disputes regarding the précompte,
précompte in respect of the 1999, 2000 and 2001 fiscal such as those involving ENGIE. On July 10, 2017, the
years. On June 23, 2020, the Versailles Administrative Court European Commission referred the matter to the Court of
of Appeal found in favor of ENGIE as regards the cases Justice of the European Union (CJEU) on the grounds of
seeking repayment of the précompte in respect of the 2002 France's failure to comply. On October 4, 2018, the Court of
and 2003 fiscal years but rejected the case in respect of the Justice of the European Union ruled partially in favor of the
2004 fiscal year. As the précompte receivables for 2002/ European Commission. Following this decision, France must
2003 have been assigned, the relevant amounts will be revisit its methodology in order to determine the précompte
repaid to the assignee banks. The case has been referred to repayment amounts in closed and pending court cases.

25.5.2 Luxembourg – State aid investigation

On September 19, 2016, the European Commission existence of a selective advantage. As these proceedings do
announced its decision to open an investigation into whether not have a suspensive effect, ENGIE paid a sum of
or not two private rulings granted by the Luxembourg State €123 million into an escrow account on October 22, 2018 in
in 2008 and 2010 covering two similar transactions between respect of one of the two transactions in question, since no
several of the Group's Luxembourg subsidiaries constituted aid was actually received for the other. Following the
State aid. On June 20, 2018, the European Commission proceedings before the European Courts, this sum will be
adopted a final, unfavorable decision deeming that returned to ENGIE or paid to the Luxembourg State depending
Luxembourg had provided ENGIE with State aid. On on whether or not the Commission's decision is annulled. On
September 4, 2018, ENGIE requested the annulment of the September 15, 2020, the hearing was held in the presence of
decision before the European Courts, thereby challenging the the parties and the Court’s decision is currently pending.
25.5.3 Poland – Competition procedure

On November 7, 2019, a fine of 172 million Polish zloty In the context of the main proceedings, on October 6, 2020,
(€40 million) was imposed on ENGIE Energy Management the UOKiK ordered EEMHS to pay a fine of 55.5 million Polish
Holding Switzerland AG (EEMHS) for failing to respond to a zlotys (approximately €12.3 million). The UOKiK also ordered
request for disclosure of documents from the Polish the termination of the financing agreements for the Nord
Competition Authority (UOKiK) in a proceeding initiated by Stream 2 project. On November 5, 2020, EEMHS appealed
the UOKiK which suspected a potential failure to notify by this decision with the Competition Protection Court. The
EEMHS and other financial investors involved in the financing appeal automatically suspends the execution of all of the
of the Nord Stream 2 pipeline (main proceeding). EEMHS penalties ordered by the UOKiK.
filed an appeal with the Competition Protection Court. The
appeal proceedings are pending.
25.5.4 Sale of 29.9% of the capital of SUEZ to Veolia

In the context of the sale by ENGIE of 29.9% of the capital of representation bodies. ENGIE has acted within its rights in all
SUEZ to Veolia, on October 6, 2020, ENGIE was summonsed circumstances, has not violated any of its obligations and
to various proceedings, both in summary hearings or hearings there is no irregularity in the form or substance of the sale to
on the merits, and both in labor law and commercial law Veolia, which is now final, that is likely to affect the validity
matters. The main proceedings involved Veolia and SUEZ and thereof.
were initiated by SUEZ, acting alone or jointly with its staff
NOTE 26 Subsequent events

No significant event occurred after the closing of the financial statements at December 31, 2020.

NOTE 27 Fees paid to the statutory auditors and to members of their networks
Pursuant to Article 222-8 of the General Regulations of the The Shareholders’ Meeting of ENGIE SA of May 14, 2020
French Financial Markets Authority (AMF), the following table decided to renew the terms of office of Deloitte and EY as
presents information on the fees paid by ENGIE SA, its fully Statutory Auditors for a six-year period from 2020 to 2025.
consolidated subsidiaries and joint operations to each of the
auditors in charge of auditing the annual and consolidated
financial statements of the ENGIE Group.
Deloitte EY
Deloitte & EY &
In millions of euros Associés Network Total others Network Total Total
Statutory audit and review of consolidated 5.6 7.1 12.7 6.0 8.9 14.9 27.6
and parent company financial statements
• ENGIE SA 2.4 - 2.4 2.6 - 2.6 5.0
• Controlled entities 3.2 7.1 10.3 3.3 8.9 12.2 22.6
Non-audit services 0.7 1.6 2.3 1.3 1.2 2.5 4.8
• ENGIE SA 0.6 - 0.6 1.1 0.0 1.1 1.7
Of which services related to legal 0.3 - 0.3 0.3 - 0.3 0.6
and regulatory requirements
Of which other audit services 0.3 - 0.3 0.7 - 0.7 0.9
Of which reviews of internal control - - - 0.1 - 0.1 0.1
Of which due diligence services - - - - - - -
Of which tax services - - - - 0.0 0.0 0.0
• Controlled entities 0.2 1.6 1.7 0.3 1.2 1.4 3.1
Of which services related to legal - 0.4 0.4 0.2 0.2 0.4 0.8
and regulatory requirements
Of which other audit services 0.1 0.2 0.3 0.1 0.3 0.4 0.7
Of which reviews of internal control - 0.1 0.1 - - - 0.1
Of which due diligence services 0.1 0.2 0.3 0.0 - 0.0 0.4
Of which tax services - 0.7 0.7 - 0.6 0.6 1.3
TOTAL 6.4 8.7 15.0 7.3 10.1 17.3 32.4
NOTE 28 Information regarding Luxembourg and Dutch companies exempted

from the requirements to publish annual financial statements
Some companies in the Rest of Europe and Others reportable The companies exempted are notably: ENGIE Energie Nederland
segments do not publish annual financial statements pursuant NV, ENGIE Energie Nederland Holding BV, ENGIE Nederland Retail
to domestic provisions under Luxembourg law (Article 70 of BV, ENGIE United Consumers Energie BV, Epon Eemscentrale III
the Law of December 19, 2002) and Dutch law (Article 403 of BV, Epon Eemscentrale IV BV, Epon Eemscentrale V BV,
the Civil Code) relating to the exemption from the Epon Eemscentrale VI BV, Epon Eemscentrale VII BV, Epon
requirement to publish audited annual financial statements. Eemscentrale VIII BV, Epon International BV, Epon Power
Engineering BV, IPM Energy Services BV, Electrabel Invest
Luxembourg, ENGIE Corp Luxembourg SARL, ENGIE Treasury
Management SARL and ENGIE Invest International SA.

6.3 Statutory auditors’ report on the consolidated financial statements
6.3 Statutory auditors’ report on the consolidated financial

statements
This is a free translation into English of the statutory auditors’ Independence
report on the consolidated financial statements of the Company
We conducted our audit engagement in compliance with the
issued in French and it is provided solely for the convenience
independence rules provided for in the French Commercial
of English speaking users.
Code (Code de commerce) and the French Code of Ethics (Code
This statutory auditors’ report includes information required by de déontologie) for Statutory Auditors, for the period from
European regulation and French law, such as information January 1, 2020 to the date of our report, and, in particular,
about the appointment of the statutory auditors or verification we did not provide any non-audit services prohibited by
of the information concerning the Group presented in the Article 5(1) of Regulation (EU) No. 537/2014.
management report.
This report should be read in conjunction with, and construed
in accordance with, French law and professional auditing Justification of assessments – Key audit matters
standards applicable in France.
Due to the global crisis related to the Covid-19 pandemic, the
Year ended December 31, 2020 financial statements of this period have been prepared and
audited under specific conditions. Indeed, this crisis and the
To the Shareholders’ Meeting of ENGIE, exceptional measures taken in the context of the health
emergency have had numerous consequences for companies,
particularly on their operations and financing, and have led to
Opinion greater uncertainties as to their future prospects. Some of
those measures, such as travel restrictions and remote
In compliance with the engagement entrusted to us by your working, have also had an impact on their internal
Shareholder’s Meeting, we have audited the accompanying organization and the performance of audits.
financial statements of ENGIE for the year ended
It is in this complex and evolving context that, in accordance
December 31, 2020.
with the requirements of Articles L.823-9 and R.823-7 of the
In our opinion, the financial statements give a true and fair French Commercial Code relating to the justification of our
view of the assets and liabilities and of the financial position assessments, we inform you of the key audit matters relating
of the Group as of December 31, 2020 and of the results of to the risks of material misstatement that, in our professional
its operations for the year then ended in accordance with judgement, were the most significant in our audit of the
French accounting principles. consolidated financial statements, as well as how we
The audit opinion expressed above is consistent with our addressed those risks.
report to the Audit Committee. These matters were addressed in the context of our audit of
the consolidated financial statements as a whole and in
forming our opinion thereon, and we do not provide a
Basis for opinion separate opinion on specific items of the consolidated
financial statements.
Audit framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Our responsibilities under those standards are further
described in the “Statutory Auditors’ Responsibilities for the
Audit of the Consolidated Financial Statements” section of our
report.

Measurement of the recoverable amount of goodwill, intangible assets and property, plant & equipment
[Notes 1.3 Use of estimates and judgment, 13 Goodwill, 14 Intangible Assets and 15 Property, Plant and Equipment]
Key audit matter Our response

As of December 31, 2020, the net carrying amount of the We have examined the definition of CGU as well as the
Group’s fixed assets (goodwill, intangible assets and property, allocation of goodwill to the different CGU.
plant & equipment) amounted to €73 billion (after recognition We have assessed the Group’s measures aimed at identifying
of impairment losses of €3.6 billion in 2020), or 47.7% of total indications of impairment losses as well as Management’s
assets. Fixed assets are comprised of: procedures for approving the estimates, particularly in the
• goodwill of €15.9 billion, mainly allocated to the Cash- context of the Covid-19 health crisis.
Generating Units (“CGU”) GRDF (€4 billion), Engie Solutions We have examined the data and the key assumptions used to
(€1.5 billion), Benelux (€1.2 billion), France Renewable determine the recoverable amount of assets, assessed the
Energy (€1.2 billion), United Kingdom (€1 billion), France sensitivity of the measurements to these assumptions and
BtoC (€1 billion) and Nuclear (€0.8 billion); verified the calculations performed by the Group with the
• intangible assets of €7.2 billion; support of our valuation experts.
• property, plant & equipment of €49.9 billion. Our work on values in use mainly covered:
• the assumptions of the Group’s long-term reference scenario
For operating entities which your Group intends to hold on a
(trends in electricity and gas prices and demand, price of CO2,
long-term and going concern basis, the recoverable amount
coal and oil, inflation) for which we have assessed the
corresponds, in most cases, to the value in use, determined
consistency with external studies carried out by international
based on:
organizations or energy experts;
• cash flow projections on the basis of the 2021 budget and
2022-2023 medium-term business plan approved by the • the operational and regulatory assumptions used to prepare
Group’s Executive Committee and the Board of Directors and, cash flow forecasts for which we have assessed the
consistency of the asset’s operating conditions and their
• beyond this time frame, extrapolated future cash flow intrinsic performance as well as the applicable regulations to
projections determined on the basis of macroeconomic date and their expected changes;
assumptions (inflation, exchange rates and growth rates) and
price projections featured in the reference scenario for • methods for determining cash flow forecasts for which we
2024-2040, determined by the Group and approved by the assessed:
Executive Committee. • consistency of the baseline data with the budget, the
medium-term business plan and beyond, the Group’s long-
These recoverable amounts are based on key assumptions, term scenario;
presented in Note 13.3, relating to market outlook and changes
in the regulatory environment of which any modification • consistency with past performances and market outlook;
could have a material impact on the amount of impairment • the discount rates for which we have examined the
losses to be recognized. For goodwill CGUs which had the determination methods and the consistency with the underlying
greatest risk of impairment in our opinion, valuations are market assumptions, using internal specialists;
primarily based on the following decisive assumptions: • Management’s sensitivity analysis to the key price, operational
• for the Nuclear CGU, the values allocated to the price of fuel and regulatory assumptions for which we have assessed the
and CO2, electricity demand and price trends, power plant relevance;
availability, future market prospects as well as changes in the
regulatory framework. The Group considered the following For operating entities which the Group has decided to sell, we
specific cases: estimated the highly probable nature of such sale and the
items considered to assess the recoverable amount;
• for Belgium, contrary to previous years and considering
the Belgian government’s announcements in the autumn Finally, we assessed the appropriateness of the disclosure
of 2020 and the discussions held since then, that the given in the notes, notably on sensitivity analyses carried out
operational conditions for the performance of work prior by the Group.
to the extension are no longer satisfied to adopt the
assumption of a 20-year extension for half of the second
generation units after 2025, and
• for France, that the drawing rights contracts for the
nuclear power plants will be extended beyond the current
operating periods;
• for the France Renewable Energy CGU, conditions and prospects
of renewing the hydropower concession agreements in France.
These measurements, which take into account the current
economic situation worsened by the Covid-19 crisis, are
sensitive to the applied macro-economic assumptions (inflation
and discount rates).
For operating entities which the Group has decided to sell, the
related recoverable amount of the assets concerned is based
on market value less costs of disposal.
We considered the measurement of the recoverable amount of
goodwill, intangible assets and property, plant & equipment to
be a key audit matter due to their materiality in the Group’s
financial statements and because they require the use of
assumptions and estimates of Management to be assessed in a
context which remains sensitive to trends in the energy market
and whose consequences make the medium-term economic
outlook difficult to anticipate.

Measurement of provisions relating to the back-end of nuclear fuel cycle and to the dismantling of nuclear
facilities in Belgium
[Notes 1.3 Use of estimates and judgment, 19 Provisions and 19.2 Obligations relating to nuclear facilities]

Your Group has obligations relating to the reprocessing and Following the last triennial revision of the provisions in 2019, we
storage of radioactive nuclear fuel consumed and the (i) examined the conclusions, observations and recommendations
dismantling of nuclear facilities operated in Belgium. Pursuant set out in the ONDRAF and CPN opinions, (ii) verified the bases
to the Belgian law of April 11, 2003, the management of used to assess the provisions and (iii) assessed the sensitivity of
corresponding provisions is entrusted to the Group’s wholly- measurements to the technical assumptions and industrial
owned subsidiary Synatom which submits a technical and scenarios, notably for the management of radioactive fuel, as well
financial report every three years to the Commission for as assumptions relating to costs, operations timetable and
Nuclear Provisions (CNP) describing the core inputs used to discount rates applied to cash flows.
measure these provisions. The CNP issues its opinion based on For fiscal 2020, given the absence of triennial revision or
the opinion issued by the Belgian agency for radioactive waste changes that could significantly modify the financial parameters
and enriched fissile material (ONDRAF) which reviews all of used, the industrial scenario and the cost estimate or timetable,
the characteristics and technical parameters of the report. and considering the audit procedures already conducted during
As of December 31, 2020, the provisions amounted to the last triennial revision of the provisions in 2019, our work
€7.9 billion for the management of spent nuclear fuel and mainly consisted in assessing:
€6.2 billion for the dismantling of nuclear power plants. These • the consistency of industrial scenarios in light of the
provisions are estimated from the current legal and contractual decisions made or actions considered by your Group or the
framework and on the basis of the opinion issued by the CNP on authorities and the consistency of forecasts of costs by
12 December 2019 as part of the triennial revision as provided nature and forecasts of cash outflows;
for by law and regulations. Assuming changes that could
• the consistency of discount rates with underlying market
significantly modify the financial parameters used are observed
assumptions;
between the two three-year assessments, the industrial scenario
and the cost estimate or timetable, the Commission may review • the appropriateness of the disclosure given in the notes to
its opinion and this could impact the Group’s profit for the the consolidated financial statements, notably on the
period. sensitivity to measurement of the provisions to changes in
We considered the measurement of these provisions to be a key assumptions.
key audit matter due to their amounts and their sensitivity to
industrial scenarios used and estimates of related costs such
as, in particular:
• concerning provisions relating to the back-end of nuclear fuel
cycle, the decisions will be ultimately made by the Belgian
government relating to the management of radioactive spent
fuel (reprocessing of a portion of spent fuel or direct removal,
without prior reprocessing) and long-term management of
fuel (cost of burying fuel in deep geological repositories or
long-term on-site storage);
• concerning the provisions for the dismantling of nuclear
facilities, the dismantling program and the timetables
approved, or not, by the nuclear safety authorities.
This measurement is sensitive to the applied macro-economic
assumptions (inflation and discount rates).

Valuation for provisions relating to commercial litigations, claims and tax risks
[Notes 1.3 Use of estimates and judgment, 19 Provisions, 19.4 Other risks and 25 Litigation and Investigations]

Your Group is party to a number of legal and anti-trust Our audit procedures consisted in:
proceedings with third parties or with legal and/or administrative • investigating the procedures implemented by the Group in
authorities, including tax authorities, investigations before state order to identify all the litigations and risk exposures;
courts, arbitral tribunals or regulated authorities, in the normal
• evaluating the analysis of the probability of risk occurrence
course of its business.
performed by the Group, as well as the assumptions used to
The main disputes and investigations potentially having a estimate the provisions, with regard to the supporting
significant impact on your Group are recognized as liabilities or documentation and, if any, your Group’s external written
give rise to contingent liabilities, as it is indicated in the note consultations received from third parties as well as any
25 to the consolidated financial statements. confirmations obtained following requests sent to them. We
We have considered the valuation for provisions relating to called on our tax experts for the most complex analyses;
commercial litigations, claims and tax risks as a key audit • assessing the appropriateness of the disclosure given in the
matter, provided the amounts at stake and the judgement notes to the consolidated financial statements;
required to determine the provisions for commercial litigations
claims and tax risks, due to the regulatory context and the • and following up the main discussions between your Group
continuously changing market environment. and the stakeholders on the various litigation and risks.
Estimate of gas and electricity unbilled and un-metered revenues (“energy in the meter”)
[Notes 1.3 Use of estimates and judgment, 7.1 Revenue and 7.2.1 Trade receivables and other debtors, contract assets]

Your Group uses an estimate in revenue, relating to the sales The work we have performed in France and Belgium has
on networks generated from customers whose energy mainly consisted of:
consumption is metered during the accounting period. Since • considering the internal control procedures implemented by
the meter readings provided by the grid operators and their the Group about the billing process, and the process enabling
final allocations to the Group are sometimes only known the reliability of the estimate about the energy in the
several months down the line, this means that revenue figures metered revenue;
are only an estimate. As of December 31, 2020, the receivables
• evaluating the models used by the Group and investigating
relating to the energy in the meter (gas and electricity un-
the methods used for the computation for the estimated
metered and unbilled revenue) amount to €3.1 billion and
volumes; we include an algorithm specialist in our audit
mainly concern France and Belgium.
team.
These receivables are determined on the basis of a method
that takes into account an estimate of customers' consumption We have also:
based on the previous bill, or the last metering not yet billed, • compared the information about the volumes delivered and
in line with the volume of energy allocated by grid managers, determined by the Group with the metering data provided
using measurement and modeling tools developed by your by the grid operators;
Group.
• examined that the methods used for the computation for the
The volumes are measured at the average energy price, which average price of the metered power take account of its age
takes account of the category of customers and the age of the in the meter and the different kinds of customers;
delivered unbilled energy in the meter.
• analyzed the coherence of the volumes delivered with the
Considering the amount of revenue at stake and the sensitivity allocations (revenues, injections and stocks) and resources
of the estimates to assumptions regarding volumes and the (purchases, withdrawals and stocks) of energy on the networks;
average energy price, we have considered the estimate of the
portion of un-metered revenue at the year-end to be a key • assessed the regular clearance of the metered energy during
audit matter. the period;
• assessed the age of the delivered but unbilled metered energy
at the year-end;
Finally, we assessed the appropriateness of the disclosure in
the notes to the consolidated financial statements.

Measurement of the initial accounting impact relating to the extension of trading accounting to other gas
contracts in the Europe zone
[Notes 9.4 Other non-recurring items, 16 Financial instruments and 16.5.1 Financial assets]

In 2020, ENGIE decided to extend to the remaining gas scope We familiarized ourselves with your Group’s internal control
in Europe the trading management model applied as of 2017 process relating to assets recognized for trading.
to most long-term gas contracts. For ENGIE, this has resulted in With the help of our financial instrument valuation specialists,
contractual changes and an expected increase in the volumes our work primarily consisted in:
available in this zone. This new management model was set up
• examining the relevant asset management methods;
for the extended scope deploying tools to ensure a better
economic representation of the positions. • assessing the relevance of the financial instrument
classification with respect to the accounting standards and
The change in the management framework resulted in a necessary
treatments applied by your Group;
fair value measurement of the relevant assets, with an initial
impact of -€726 million recognized as of December 31, 2020, in • assessing the governance set up by Management to monitor
non-recurring income considering its nature and amount. As of this and verify these assets, particularly in connection with the
date, the Group’s results include the realized and unrealized gains new tools deployed;
and losses relating to these positions within the trading net margin • examining the consistency of the contract valuation methods
presented in revenue and current operating income. with respect to the applicable standards;
Due to the amounts at stake, the judgment exercised by your • analyzing the key data and assumptions used to determine
Group and the assumptions and estimates used to measure the the fair value of the assets included in the scope and
fair value of the various assets, we consider the measurement mathematically checking the calculations performed by the
of the accounting impacts relating to the extension of trading Group;
accounting to other gas contracts in the Europe zone to be a
key audit matter. • analyzing the Reserves Policies in terms of sensitivity to the
valuation parameters;
• assessing the appropriateness of the income statement
classification for the qualitative and quantitative information
presented in the notes to the consolidated financial statements.
Specific verifications Based on the work we have performed, we conclude that the
presentation of the consolidated financial statements intended
As required by French law, we have also verified in to be included in the annual financial report complies, in all
accordance with professional standards applicable in France material respects, with the European single electronic format.
the information concerning the Group presented in the Board We have no responsibility to verify that the consolidated
of Directors’ management report. financial statements that will ultimately be included by your
We have no matters to report as to its fair presentation and company in the annual financial report filed with the AMF are
its consistency with the consolidated financial statements. in agreement with those on which we have performed our
We attest that the consolidated non-financial performance work.
statement provided for in Article L.225-102-1 of the French
Commercial Code is included in the disclosures relating to the
Group presented in the management report, it being specified Appointment of the Statutory Auditors
that, in accordance with Article L.823-10 of the Code, we We were appointed statutory auditors of ENGIE by your
have not verified the fairness of the information contained in Shareholders’ Meeting on May 19, 2008 for Ernst & Young et
this declaration or its consistency with the consolidated Autres and on July 16, 2008 for Deloitte & Associés.
financial statements that must be verified in a report by an As of December 31, 2020, our firms were in their thirteenth
independent third party. year of uninterrupted engagement.
Ernst & Young Audit was previously statutory auditor between
1995 and 2007.
Other Legal and Regulatory Verifications
or Information
Responsibilities of Management and those charged
Format of presentation of the consolidated financial with Governance for the Consolidated Financial
statements intended to be included in the annual Statements
financial report
We have also verified, in accordance with the professional Management is responsible for the preparation and fair
standard applicable in France relating to the procedures presentation of the financial statements in accordance with
performed by the statutory auditor relating to the annual and International Financial Reporting Standards as adopted by the
consolidated financial statements presented in the European European Union for implementing internal control it deems
single electronic format, that the presentation of the necessary for the preparation of the consolidated financial
consolidated financial statements intended to be included in statements that are free from material misstatement, whether
the annual financial report mentioned in Article L.451-1-2, I due to fraud or error.
of the French Monetary and Financial Code (Code monétaire et In preparing the consolidated financial statements, management
financier), prepared under the responsibility of the Chief is responsible for assessing the Company’s ability to continue
Executive Officer, complies with the single electronic format as a going concern, disclosing, as applicable, matters related to
defined in the European Delegated Regulation No 2019/815 going concern and using the going concern basis of accounting
of December 17, 2018. As it relates to consolidated financial unless it is expected to liquidate the Company or to cease
statements, our work includes verifying that the tagging of operations.
these consolidated financial statements complies with the
format defined in the above delegated regulation.

The Audit Committee is responsible for monitoring the • Assesses the appropriateness of management’s use of the
financial reporting process and the effectiveness of internal going concern basis of accounting and, based on the audit
control and risks management systems and where applicable, evidence obtained, whether a material uncertainty exists
its internal audit, regarding the accounting and financial related to events or conditions that may cast significant
reporting procedures. doubt on the Company’s ability to continue as a going
The consolidated financial statements have been approved by concern. This assessment is based on the audit evidence
the Board of Directors. obtained up to the date of his audit report. However, future
events or conditions may cause the Company to cease to
continue as a going concern. If the statutory auditor
concludes that a material uncertainty exists, there is a
Statutory Auditors’ Responsibilities for the Audit requirement to draw attention in the audit report to the
of the Consolidated Financial Statements related disclosures in the consolidated financial statements
or, if such disclosures are not provided or inadequate, to
Objective and audit approach modify the opinion expressed therein;
Our role is to issue a report on the consolidated financial • Evaluates the overall presentation of the financial
statements. Our objective is to obtain reasonable assurance statements and whether the consolidated financial
about whether the consolidated financial statements as a statements represent the underlying transactions and
whole are free from material misstatement. Reasonable events in a manner that achieves fair presentation;
assurance is a high level of assurance, but is not a guarantee • Obtains sufficient appropriate audit evidence regarding the
that an audit conducted in accordance with professional financial information of the entities or business activities of
standards will always detect a material misstatement when it the Group to express an opinion on the consolidated financial
exists. Misstatements can arise from fraud or error and are statements. Is responsible for the direction, supervision and
considered material if, individually or in the aggregate, they performance of the audit of the consolidated financial
could reasonably be expected to influence the economic statements as well as for the audit opinion.
decisions of users taken on the basis of these consolidated
Report to the Audit Committee
As specified in Article L.823-1-1 of the French Commercial
Code, our statutory audit does not include assurance on the We submit a report to the Audit Committee which includes, in
viability of the Company or the quality of management of the particular, a description of the scope of the audit and the
affairs of the Company. relating audit program implemented, as well as the results of
our audit procedures. We also report, if any, significant
As part of an audit conducted in accordance with professional
deficiencies in internal control regarding the accounting and
standards applicable in France, the statutory auditor
financial reporting procedures that we have identified.
exercises professional judgment throughout the audit and
furthermore: Our report to the Audit Committee includes the risks of
material misstatement that, in our professional judgment,
• Identifies and assesses the risks of material misstatement
were of most significance in the audit of the consolidated
of the consolidated financial statements, whether due to
financial statements of the current period and which are
fraud or error, designs and performs audit procedures
therefore the key audit matters that we are required to
responsive to those risks, and obtains audit evidence
describe in this report.
considered to be sufficient and appropriate to provide a
basis for his opinion. The risk of not detecting a material We also provide the Audit Committee with the declaration
misstatement resulting from fraud is higher than for one provided for in Article 6 of Regulation (EU) No. 537/2014,
resulting from error, as fraud may involve collusion, confirming our independence within the meaning of the rules
forgery, intentional omissions, misrepresentations, or the applicable in France such as they are set in particular by
override of internal control; Articles L.822-10 to L.822-14 of the French Commercial Code
• Obtains an understanding of internal control relevant to and in the French Code of Ethics for statutory auditors. When
the audit in order to design audit procedures that are appropriate, we discuss with the Audit Committee the risks
appropriate in the circumstances, but not for the purpose that may reasonably be thought to bear on our independence,
of expressing an opinion on the effectiveness of the and the related safeguards.
internal control;
• Evaluates the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management in the consolidated
financial statements;
In Paris-La Défense, March 12, 2021


6.4 Parent company financial statements for the year ended December 31, 2020
6.4 Parent company financial statements for the year

ended December 31, 2020
6.4.1 Parent company financial statements
Balance sheet
Assets
Dec. 31, 2020 Dec. 31, 2019
Depreciation,
amortization
In millions of euros Note Gross and impairment Net Net
Non-current assets
Intangible assets 3 2,022 1,435 587 554
Property, plant and equipment 3 938 568 370 381
Financial fixed assets 4
Equity investments 72,497 12,174 60,324 67,564
Other financial fixed assets 426 70 356 75
Total non-current assets I 75,883 14,246 61,637 68,574
Current assets
Inventories 5
Gas reserves 440 - 440 550
Energy savings certificates 285 5 280 42
Other 450 - 450 311
Advances and downpayments given 73 - 73 45
on orders
Operating receivables 6
Trade and other receivables 4,361 410 3,951 3,794
Other operating receivables 655 - 655 667
Miscellaneous receivables
Current accounts with subsidiaries 8,135 - 8,135 7,753
Other miscellaneous receivables 3,126 1 3,125 2,638
Marketable securities 7 3,263 2 3,261 1,850
Cash and cash equivalents 219 - 219 288
Total current assets II 21,006 417 20,590 17,938
Accruals III 8 1,771 - 1,771 1,416
Unrealized foreign exchange losses IV 8 304 - 304 310
TOTAL ASSETS (I TO IV) 98,965 14,663 84,302 88,237
NB: Amounts in tables are generally expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies
in the totals or changes

Equity and liabilities

In millions of euros Note Dec. 31, 2020 Dec. 31, 2019
Equity
Shareholders' equity 9
Share capital 2,435 2,435
Additional paid-in capital 31,291 31,470
Revaluation adjustments 39 39
Legal reserve 244 244
Other reserves - 17
Retained earnings - -
Net income/(loss) (3,928) (196)
Interim dividend - -
Tax-driven provisions and investment subsidies 10.2 621 585
Total shareholders’ equity I 30,702 34,594
Other equity II 1 6
Total equity I+II 30,703 34,600
Provisions for contingencies and losses III 10.1 3,151 2,472
Liabilities 11
Borrowings and debt 11
Borrowings 31,924 30,842
Amounts payable to equity investments 4,350 6,800
Current accounts with subsidiaries 1,377 1,051
Other borrowings and debt 507 541
Total borrowings and debt IV 38,158 39,234
Current liabilities
Advances and downpayments received on orders 6 15
Trade and other payables 6,231 6,408
Tax and employee-related liabilities 1,188 1,206
Other liabilities 2,285 2,408
Total current liabilities V 9,710 10,038
Total liabilities IV+V 47,868 49,272
Accruals VI 12 2,242 1,463
Unrealized foreign exchange gains VII 12 339 431
TOTAL EQUITY AND LIABILITIES (I TO VI) 84,302 88,237

Income statement
In millions of euros Note Dec. 31, 2020 Dec. 31, 2019
Energy sales 16,015 14,233
Other production sold 3,257 3,048
Revenues 13.1 19,272 17,282
Production taken to inventory - -
Production for own use 15 18
Total production 19,287 17,300
Energy purchases and change in gas reserves (6,725) (6,094)
Other purchases (5,400) (4,454)
Other external charges (7,192) (6,652)
Value added (29) 100
Subsidies received 87 62
Taxes and duties (102) (104)
Personnel costs 13.2 (522) (470)
Gross operating income/(loss) (567) (412)
Net additions to depreciation, amortization and impairment (257) (230)
Net additions to provisions 13.3 (642) (91)
Expense transfers 10 30
Other operating income and expenses (185) (227)
Net operating income/(loss) (1,640) (931)
Net financial income/(loss) 14 1,440 1,192
Net recurring income/(loss) (200) 262
Net non-recurring income/(loss) 15 (4,260) (835)
Income tax benefit/(expense) 16.2 532 377
NET INCOME/(LOSS) (3,928) (196)

Cash flow statement

Cash flow from operations 1 1,223 1,160
Change in inventories 268 (308)
Change in trade receivables (net of trade receivables with a credit
balance) 225 (2,604)
Change in trade payables 177 2,344
Change in other items 632 502
Change in working capital requirements 2 1,302 (66)
CASH FLOW FROM/USED IN OPERATING ACTIVITIES (1-2) = I (79) 1,226
Property, plant and equipment and intangible assets 241 279
Financial fixed assets 710 379
Change in amounts payable on investments - -
Cash flow used in investing activities 1 950 658
Third-party contributions 5 8
Net proceeds from asset disposals 3,545 234
Decrease in financial fixed assets 8 18
Cash flow from investing activities 2 3,557 260
CASH FLOW FROM/USED IN INVESTING ACTIVITIES (1-2) = II (2,607) 398
CASH FLOW AFTER OPERATING AND INVESTING ACTIVITIES (I-II) = III 2,528 828
Increase/decrease in capital 1 - -
Dividends and interim dividends paid to shareholders 2 - (1,834)
Bonds 4,100 5,294
Group borrowings 1,000 2,300
Short- and medium-term credit facilities and other borrowings 1,763 345
Financing raised on capital markets 3 6,863 7,939
Bonds and short- and medium-term credit facilities (8,010) (3,254)
Repayments and redemptions 4 (8,010) (3,254)
CASH FLOW FROM/USED IN FINANCING ACTIVITIES (1+2+3+4) = IV (1,147) 2,851
CHANGE IN CASH AND CASH EQUIVALENTS (III+IV) = V 1,381 3,679

6.4.2 Notes to the parent company financial statements
NOTE 1 Summary of significant NOTE 13 Net operating income/(loss) 359

accounting policies 339
NOTE 14 Net financial income/(loss) 360
NOTE 2 Significant events during the year
NOTE 15 Net non-recurring income/(loss) 361
and comparability of periods presented 344
NOTE 16 Tax position 361
NOTE 3 Property, plant and equipment
and intangible assets 344 NOTE 17 Off-balance sheet commitments
(excluding employee benefit obligations) 362
NOTE 4 Financial fixed assets 346
NOTE 18 Pensions and other employee benefit
NOTE 5 Inventories 349
obligations 369
NOTE 6 Receivables 350
NOTE 19 Legal and anti-trust proceedings 373
NOTE 7 Marketable securities 351
NOTE 20 Information concerning related parties 375
NOTE 8 Accruals (assets) and unrealized
NOTE 21 Compensation due to members
foreign exchange losses 351
of the Board of Directors and
NOTE 9 Shareholders’ equity 351 Executive Committee 375
NOTE 10 Provisions 353 NOTE 22 Subsequent events 376
NOTE 11 Borrowings and debt 355
NOTE 12 Accruals (liabilities) and unrealized
foreign exchange gains 358

NOTE 1 Summary of significant accounting policies

The 2020 financial statements have been drawn up in euros financial items. In accordance with Article 121-3 of the French
in compliance with the general principles prescribed by the chart of accounts, ENGIE SA considers that this non-benchmark
French chart of accounts, as set out in Regulation No. 2014-03 classification gives a more faithful view of the income
issued by the French accounting standards-setter statement because all items of income and expenses relating
(Autorité des Normes Comptables – ANC), as updated by all to equity investments can be shown together with capital
subsequent amending regulations. gains or losses on disposals under non-recurring items.
Financial transactions involving equity investments, securities
and the related receivables, especially impairment charges or
reversals, are included in nonrecurring items rather than
Use of estimates and judgment

The preparation of financial statements requires the use of Changes in the fair value of these derivatives that do not
estimates and assumptions to determine the value of assets qualify for hedge accounting are recognized in the balance
and liabilities and contingent assets and liabilities at the sheet. A provision is booked for unrealized losses, valued
reporting date, as well as income and expenses reported based on homogeneous groups of financial instruments
during the period. with an equivalent underlying asset or liability, whether
ENGIE SA has taken the change in the economic environment they are traded over-the-counter or exchange-traded.
and the significant market volatility into consideration in its In the case of contracts that qualify as hedging instruments,
estimates as well as in its business plans, sales forecasts and gains or losses are taken to income symmetrically with the
discount rates used, particularly for impairment testing. In gain or loss on the hedged items.
this context, ENGIE SA has stepped up its risk oversight If the hedged item ceases to exist, the contract is unwound
procedures and factored in a risk assessment process in its and any gains or losses taken to income.
valuations. ENGIE SA uses internal models representative of market
Due to uncertainties inherent to the estimation process, practices to value financial derivative instruments that are
ENGIE SA regularly revises its estimates in light of currently not listed on financial markets.
available information. Final outcomes could differ from those Option premiums are deferred and recognized in income
estimates. over the life of the hedge. The premium or discount on
The key estimates used in preparing ENGIE SA's financial forward currency transactions is recognized in income in
statements relate mainly to: the initial value of the hedged item;
• measurement of equity investments: • energy in the meter:
The recoverable amount of equity investments is based on The amounts receivable in respect of delivered, unmetered
estimates and assumptions, regarding in particular the and unbilled gas and electricity are calculated using
expected market outlook and changes in the regulatory mathematical models including estimated customer
framework, which are used for the measurement of cash consumption and estimated selling prices. The amount of
flows, whose sensitivity varies depending on the activity, energy in the meter calculated at the closing date varies
and the determination of the discount rate. Any changes in depending on the assumptions about volume and price (see
these assumptions could have a material impact on the Section on “Other operating receivables” below);
measurement of the recoverable amount and could result • measurement of provisions for contingencies and losses:
in adjustments to the impairment losses to be recognized; Provisions for contingencies and losses are estimated on
• fair value of financial instruments: the basis of various assumptions. A change in those
To determine the fair value of financial instruments that assumptions could lead to a significant adjustment to the
are not listed on an active market, ENGIE SA uses valuation amount of the provisions;
techniques that are based on certain assumptions. Any • measurement of off-balance sheet pension and other
change in these assumptions could have a significant employee benefit obligations:
impact on the resulting calculations. Pension commitments are measured on the basis of
In accordance with the principles reaffirmed by actuarial assumptions. Any change in the assumptions used
ANC Regulation No. 2015-05, derivative financial instruments by ENGIE SA could have a significant impact on the
used by ENGIE SA to hedge and manage its currency, valuation of these commitments.
interest rate and commodity risk, are disclosed in off-balance
sheet commitments.
Intangible assets
This caption mainly comprises the purchase cost or Other development costs are capitalized provided they meet
production cost of software, amortized over its estimated specific criteria, particularly as regards the pattern in which
useful life. the intangible asset is expected to generate future economic
A useful life of between five and seven years is generally benefits.
used to calculate software amortization. Research costs are expensed in the year in which they are
incurred.
Property, plant and equipment

All items of property, plant and equipment are carried at Assets are depreciated over their useful lives, based on the
purchase cost or production cost, including ancillary period over which they are expected to be used. The useful
expenses, with the exception of assets acquired prior to lives for the main asset classes are as follows:
December 31, 1976, which are shown at their revalued • buildings: 20 to 60 years;
amount at that date.
• other: 3 to 15 years.
Almost all items of property, plant and equipment are
Borrowing costs incurred in financing an asset are recognized
depreciated on a straight-line basis.
as an expense and amortized over the financing period.

Components
When the components of a given asset cannot be used components have different useful lives at the outset, each
separately, the overall asset is recognized. If one or more component is recognized and depreciated separately.
Financial fixed assets

Equity investments
Equity investments represent long-term investments providing (i) the intrinsic value, which corresponds to net assets plus
ENGIE SA with control or significant influence over the issuer, unrealized gains, or (ii) the yield value, which corresponds to
or helping it to establish business relations with the issuer. the average of the last 20 stock market prices of the year, or
Newly-acquired equity investments are recognized at (iii) discounted cash flows or discounted dividends, taking
purchase price plus directly attributable external transaction into account any currency hedges.
fees. Investments which ENGIE SA has decided to sell are written
Investments which ENGIE SA intends to hold on a long-term down if their estimated sale price is lower than their book
basis are written down if their value in use has fallen below value. If sale negotiations are ongoing at the end of the
their book value. Value in use is assessed by reference to reporting period, the book value of the investments is
determined based on a best estimate.
Technical loss
In accordance with Article 9 of ANC Regulation No. 2015-06, value plus the portion of the loss allocated to it. The write-down
the technical loss arising on a merger is allocated to the is first allocated to the portion of the loss.
underlying assets, which, in this case, are equity investments. In the event of a disposal, the portion of the loss relating to
The portion of the loss allocated to an underlying asset is the assets sold is reversed through income.
written down if the value of the asset falls below its net book
Amounts receivable from equity investments

This caption consists of loans granted by ENGIE SA to equity Provisions for contingencies may be booked if the Company
investments. considers that the cost of its commitment exceeds the value
They are recognized at face value. In line with the treatment of the assets held.
adopted for equity investments, these amounts are written
down if their value in use falls below their face amount.
Other financial fixed assets

Investments other than equity investments that ENGIE SA A write-down may be taken against other financial fixed
intends to hold on a long-term basis but which do not meet assets in accordance with the criteria described above for
the definition of equity investments are mainly included equity investments.
under this caption.
Liquidity agreement and treasury stock

ENGIE SA has signed a liquidity agreement with an The amounts paid to the investment services provider are
investment service provider, whose role is to trade on the included in “Other long-term investments”. An impairment
market on a daily basis and buy or sell ENGIE SA shares in loss is recognized against the shares when their average price
order to ensure liquidity and an active market for the shares for the month in which the accounts are closed is lower than
on the Paris and Brussels stock exchanges. their book value.
Inventories
Natural gas reserves
Gas injected into underground reservoirs is included in An impairment loss is recognized when the net realizable
inventories. It is measured at average purchase cost including value of inventories, representing the selling price less costs
domestic and international freight costs upon entering the directly and indirectly attributable to distribution, is lower
transportation network regardless of its source, and including than weighted average cost.
any regasification costs. Outflows are measured on a monthly
basis using the weighted average unit cost method.
Energy savings certificates (ESC)

ENGIE SA applies the provisions of Articles 616-1 to 616-18 • expenditure on energy savings (classified as production
of ANC Regulation No. 2014-03 (chart of accounts) on the cycle costs) that qualify for certificates; or
accounting treatment of ESC covered by the “energy savings” • payment to the French Treasury (Trésor Public) of the fines
model. provided for in Article L.221-4 of the French Energy Code
Energy sales generate energy savings obligations, which are (Code de l'énergie).
settled by:
• the purchase of certificates; or

Energy savings certificates are accounted for as follows: At the closing date, the net position is recognized in the
• inventory inflows: certificates obtained from the French financial statements as follows:
State in exchange for qualifying energy savings expenditure • an asset (inventories) is recognized when energy savings
are recorded at acquisition or production cost. Certificates obligations are lower than energy savings. Inventories
purchased are valued using the weighted average cost correspond to certificates that have been acquired,
method; obtained or are in the process of being obtained, and that
• inventory outflows: certificates are derecognized using the will cover future energy savings obligations. They will
weighted average cost method as and when energy sales subsequently be consumed when energy sales are made,
generate energy savings obligations or upon disposal, gains which generate energy savings obligations, or on disposal;
or losses on which are recognized in operating income. • a liability is recognized when energy savings obligations
are higher than energy savings and corresponds to the cost
of measures required to settle the obligations related to
energy sales made. The liability will subsequently be
settled by purchasing certificates or incurring energy
savings expenditure that qualify for certificates.
Capacity remuneration mechanism (CRM)

The capacity mechanism introduced by France's “NOME” The French Energy Regulatory Commission (CRE) has set the
(Nouvelle Organisation du Marché de l'Électricité) law of Market Benchmark Price for Capacity Guarantee auctions at
December 7, 2010 came into effect on January 1, 2017. It €31,241.8 per MW for 2021.
aims to secure the supply of electricity in France on a ENGIE SA markets curtailment offers that are inseparable
sustainable basis, by ensuring a long-term balance between from the supply of electricity to some customers and is also
production and consumption. an obligee as an electricity provider.
For each calendar year: In the absence of a specific ANC regulation on accounting for
• electricity suppliers have an obligation to hold capacity capacity certificates, ENGIE SA applies Regulation No. 2014-03
guarantees in an amount sufficient to cover their on operating inventories of energy savings certificates –
customers' peak-period consumption; energy savings model:
• capacity, production and curtailment operators commit to a • Inventory inflows are measured based on the costs
certain level of availability during winter peak periods and incurred during the relevant period to purchase or obtain
in exchange receive capacity guarantees; guarantees, leading to the calculation of a weighted
• capacity guarantees are traded on Epex Spot (auctions) or average unit cost of inventories;
under over-the-counter contracts. • Inventory outflows upon derecognition are valued using
the weighted average cost method.
Operating receivables
This caption includes all receivables arising on the sale of goods, and other receivables arising in the ordinary course of
operations.
Energy delivered but unbilled

Receivables also include unbilled revenues for energy which takes account of the category of customer and the age
delivered, regardless of whether or not the meters have been of the delivered unbilled “gas in the meter”. The estimated
read. This caption concerns customers not billed monthly portion of unbilled revenue at the reporting date is sensitive
(mainly residential customers) and customers whose billing to the average price and volume assumptions used.
period is not aligned with the consumption period of a given Customers (mainly residential customers) can opt to pay on a
month. monthly basis. In this case, the Company recognizes a
The amounts receivable in respect of delivered, unmetered monthly advance and a bill is issued at the anniversary date
and unbilled gas and electricity (“energy in the meter”) are of the contract giving rise to the payment (or refund) of any
calculated using a direct method taking into account difference between the amount billed and the advance
estimated customer consumption based on the most recent payments already received.
customer bill or unbilled reading, in line with the allocation of Unbilled revenues in respect of delivered unbilled natural gas
the distribution grid manager over the same period, using are reduced by the amount of advances already collected by
measurement and modeling tools developed by the Group. the Company from customers billed monthly.
These amounts are measured at the average energy price,
Impairment of trade receivables

Bad debt risk is analyzed on a case-by-case basis for the The potential bad debt risk arising on amounts receivable in
Company's largest customers. respect of delivered unbilled natural gas is also taken into
Receivables from other customers are written down using account.
rates that increase in line with the age of the related
receivables.
Other operating receivables

Other operating receivables include the current account with ENGIE Finance, as well as margin calls. Items for which there is a
risk of non-collection are written down.

Marketable securities
Marketable securities are shown on the balance sheet at cost. For listed securities, market value is determined based on the
When the market value of securities at December 31 is lower market price at the end of the reporting period.
than their book value, a write-down is recognized for the
difference.
Subordinated perpetual notes

Subordinated perpetual notes issued by the Company in euros Accordingly, they are classified as debt as their redemption is
and currency are recognized in accordance with Opinion not perpetual.
No. 28 issued by the French association of public accountants
(Ordre des Experts-Comptables – OEC) in July 1994, taking
into account their specific characteristics.
Shareholders' equity
Additional paid-in capital
External costs directly attributable to capital increases are deducted from additional paid-in capital. Other costs are expensed as
incurred.
Merger premium
External expenses directly attributable to the merger between Gaz de France SA and SUEZ in 2008 are deducted from the merger
premium.
Revaluation adjustments
This caption results from the legal revaluation of non-amortizable assets not operated under concessions carried out in 1959 and
1976.
Tax-driven provisions
Accelerated depreciation
Accelerated depreciation is recognized whenever an asset's useful life (which is used in accounting for the depreciation of
property, plant and equipment) differs from that used for tax purposes or when a different depreciation method is used.
Provision for price increases

The provision for price increases was introduced by Article 39-1-5 of the French Tax Code (Code Général des Impôts) to allow
companies to temporarily deduct a portion of profits used for inventory replenishment from their tax base in the event of sharp
price increases.
Provisions for contingencies and losses

A provision is recognized when the Company has a legal or The provision represents the best estimate of the amount
constructive obligation resulting from a past event which is required to settle the present obligation at the end of the
expected to result in an outflow of resources embodying reporting period.
economic benefits that can be measured reliably.
Provisions for rehabilitating land on which former gas production plants were located
A provision for site rehabilitation and cleanup costs for estimate of the future costs required to complete the
former gas production plants is set aside whenever the rehabilitation work, based on current technical knowledge
Company has a commitment to a third party, such as a and regulatory requirements.
binding agreement to sell such an asset. These provisions are Movements in these provisions are shown under operating
assessed on an asset-by-asset basis and reflect the best items.
Provision for employee bonus share awards and stock option plans
The provision for employee bonus share awards is recognized For stock options, a provision is set aside whenever the share
on a straight-line basis over the vesting period. The price at the end of the reporting period is higher than the
provision ultimately covers the disposal loss equal to the exercise price of the options granted. The provision is set
book value of treasury stock granted free of consideration to aside on a straight-line basis over the vesting period, and
employees. Movements in this provision and any related ultimately covers the disposal loss equal to the purchase cost
costs are shown in personnel costs. of the shares, less the exercise price paid by employees.
Pensions and other employee benefit obligations

Companies belonging to the electricity and gas industries sector
ENGIE SA employees qualify for the disability, pension and death benefits available under the special plan for companies
belonging to the electricity and gas industries sector (see Note 18).

Accounting treatment
ENGIE SA recognizes provisions under liabilities for benefits In accordance with Opinion No. 2005-C of the French National
granted to employees whose rights have already begun to Accounting Board (Conseil National de la Comptabilité – CNC)
vest (annuities for occupational accidents and illnesses, Emerging Issues Taskforce and with the method applied by
temporary incapacity or disability benefits), or benefits due ENGIE SA and described above, no further amounts will be set
during the employee's working life (long-service awards and aside to these provisions in respect of rights newly vested
exceptional end-of-career vacation). by employees or the unwinding of discounting adjustments
As part of the 2008 merger between SUEZ and Gaz de France on the provisions transferred within the scope of the merger.
with retroactive effect from January 1, 2008, provisions These provisions are written back in line with the settlement
for pensions and other employee benefits (pensions, of the corresponding obligations.
retirement indemnities and healthcare) carried by SUEZ at No provisions are set aside in liabilities for other
December 31, 2007 were transferred to ENGIE SA. commitments. These are disclosed in Note 17 on off-balance
sheet commitments.
Basis of measurement and actuarial assumptions

Benefit obligations are measured using the projected unit Future payments in respect of these benefits are calculated
credit method. The present value of the obligations of based on assumptions as to salary increases, retirement age,
ENGIE SA is calculated by allocating vested benefits to mortality and employee turnover.
periods of service under the plan's benefit formula. When an The rate used to discount future benefit payments is
employee’s service in later years leads to a materially higher determined by reference to the yield on investment grade
level of benefits than in earlier years, the Group allocates the corporate bonds based on maturities consistent with the
benefits on a straight-line basis. benefit obligation.
Bond redemption premiums and issue costs

In accordance with the benchmark treatment prescribed by Bonds carrying a redemption premium are recognized in
the CNC, bond issue costs are recognized on a straight-line liabilities for their total amount including redemption
basis over the life of the instruments. These issue costs premiums. The matching entry for these premiums is
mainly consist of advertising expenses (for public issues) and recorded in assets under accruals, and amortized over the life
fees due to financial intermediaries. of the bonds pro rata to interest.
Derivative financial instruments

In accordance with the principles reaffirmed by In the case of contracts that qualify for hedge accounting,
ANC Regulation No. 2015-05 whose application has been gains or losses are taken to income symmetrically with the
mandatory as of January 1, 2017, financial instruments used gain or loss on the hedged items.
by ENGIE SA to hedge and manage its currency, interest rate If the hedged item ceases to exist, the contract is unwound
and commodity risk are disclosed in off-balance sheet and any gains or losses taken to income.
commitments.
ENGIE SA uses internal models representative of market
Unrealized gains on transactions that do not qualify for hedge practices to value financial derivative instruments that are
accounting are not recognized. A provision is recognized for not listed on financial markets.
unrealized losses on these transactions, however.
Foreign currency transactions

Income and expenses denominated in foreign currencies are Translation differences are taken to income when they arise
recorded at their equivalent value in euros at the transaction on cash and cash equivalents, or to the balance sheet under
date. unrealized foreign exchange gains or losses when they arise
Foreign currency receivables, payables and cash and cash on receivables and payables. A provision is set aside for
equivalents are converted at the exchange rate prevailing at unrealized losses after taking account of any associated
the year-end. hedging instruments.
Income tax
Since January 1, 1988, ENGIE SA has been part of the tax ENGIE SA also records a provision for any tax savings
consolidation regime introduced by Article 68 of Law No. 87-1060 generated by subsidiaries' tax losses. These savings initially
of December 30, 1987. ENGIE SA is head of a tax benefit ENGIE SA as parent company, and are recovered by
consolidation group within the meaning of Articles 223-A the subsidiaries once they return to profit (hence the
et seq. of the French Tax Code. provision booked).
The contribution of subsidiaries in the tax consolidation group Article 66 of Amending Finance Law No. 2012-1510 of
to the Group’s income tax expense equals the amount of tax December 29, 2012 introduced a tax credit aimed at boosting
for which they would have been liable if they had not been employment and competitiveness in France (Crédit d'impôt
members of the tax consolidation group. pour la compétitivité et l'emploi – CICE). This tax credit was
The impacts of tax consolidation are recorded under the offset against income tax expense until 2019, when it was
income tax expense of ENGIE SA, as parent company. replaced by a reduction in payroll taxes. CICE receivables can
be carried forward until 2022.

NOTE 2 Significant events during the year and comparability of periods presented
Significant events during the year

Disposal of a portion of ENGIE's interest in SUEZ SA
On October 5, 2020, the Group accepted an offer from the VEOLIA group for the purchase of a 29.9% interest in SUEZ SA. After the
transaction, the Group still held a non-consolidated interest of 1.8% in SUEZ SA.
A capital gain on the disposal of €741 million was recognized in ENGIE SA’s financial statements at December 31, 2020.
Impairment of investment in Electrabel

The value in use of the Electrabel shares held by ENGIE SA as the level of forward prices observed in the second half of
fell below their carrying amount giving rise to the recognition 2020 and the update to the Group’s long-term pricing
of a €5,186 million impairment loss at December 31, 2020. scenario in light of the latest forecasts for demand, the price
The fall in their value in use was due mainly to the following of CO2 and the change in the energy mix (for a total amount
factors: of about €2.9 billion).
• Following the announcements made by the Belgian • Through its 100% interest in the holding company
government in Autumn 2020 and the talks held since then, International Power, Electrabel holds a significant proportion
the Group considered that it could no longer justify the of the Group’s international activities. Depreciation of the
assumption that the operating life of half of its nuclear assets Brazilian real and the US dollar against the euro over the
(second generation reactors) could be extended for 20 years year led to an estimated €1.9 billion decrease in the value in
beyond 2025. The decrease in the value in use over the year use of Electrabel shares.
takes into consideration this major assumption change as well
Comparability of periods presented

The same accounting methods were used in 2020 and 2019.
NOTE 3 Property, plant and equipment and intangible assets
3.1 Gross values

Changes in the gross value of these assets can be analyzed as follows:
In millions of euros Dec. 31, 2019 Increases Decreases Reclassifications Dec. 31, 2020
Intangible assets 1,842 185 (11) 6 2,022
Software 1,276 - (11) 209 1,474
Other 362 1 - 2 365
Intangible assets in progress (1) 204 184 - (205) 183
Property, plant and equipment 1,018 55 (129) (6) 938
Land 30 - (1) - 29
Dismantling assets 3 - - - 3
Buildings 473 - (82) 13 404
Plant and equipment 266 - (24) 17 259
General plant and equipment,
and miscellaneous fixtures
and fittings 123 - (17) 15 121
Other 28 - (4) 1 25
in progress 95 55 (1) (52) 97
Advances and downpayments - - - - -
TOTAL 2,860 240 (140) - 2,960
(1) Intangible assets in progress essentially concern IT projects

3.2 Depreciation, amortization and impairment

Changes in depreciation and amortization were as follows:
In millions of euros Dec. 31, 2019 Increases Decreases Dec. 31, 2020
Intangible assets 1,125 169 (7) 1,287
Software 947 148 (7) 1,088
Other 178 21 - 199
Property, plant and equipment 613 39 (110) 542
Land - - - -
Dismantling assets 3 - - 3
Buildings 370 9 (80) 299
Plant and equipment 136 19 (10) 145
General plant and equipment, and
miscellaneous fixtures and fittings 77 11 (17) 71
Other 27 - (3) 24
Property, plant and equipment in progress - - - -
TOTAL 1,738 208 (117) 1,829
Changes in impairment were as follows:
In millions of euros Dec. 31, 2019 Additions Reversals Dec. 31, 2020
Intangible assets 163 5 (20) 148
Property, plant and equipment 24 7 (5) 26
TOTAL 187 12 (25) 174
Movements in depreciation, amortization and impairment can be broken down as follows:

Depreciation, amortization and impairment 188 180
Straight-line method 186 178
Declining-balance method 2 2
Depreciation of dismantling assets - -
Exceptional amortization 20 18
Reversals - -
3.3 Net values

The net value of intangible assets and property, plant and equipment breaks down as follows:
Accumulated Net value at Net value at

In millions of euros Gross values depreciation Impairment Dec. 31, 2020 Dec. 31, 2019
Intangible assets 2,022 (1,287) (148) 587 554
Software 1,474 (1,088) (7) 379 325
Other 365 (199) (140) 26 26
Intangible assets in progress 183 - (1) 182 203
Property, plant and equipment 938 (542) (26) 370 381
Land 29 - (5) 24 29
Dismantling assets 3 (3) - - -
Buildings 404 (299) (10) 95 92
Plant and equipment 259 (146) - 113 130
General plant and equipment, and
miscellaneous fixtures and fittings 121 (70) (11) 40 34
Other 25 (24) - 1 1
in progress 97 - - 97 95
Advances and downpayments - - - - -
TOTAL 2,960 (1,829) (174) 957 935

NOTE 4 Financial fixed assets
4.1 Gross values

In millions of euros Dec. 31, 2019 Increases Decreases Other Dec. 31, 2020
Equity investments 74,853 283 (2,639) - 72,497
Consolidated equity investments 74,215 274 (2,386) (176) 71,927
Consolidated equity investments –
technical loss (1) 285 - (253) - 32
Non-consolidated equity
investments 353 9 - 176 538
Other financial fixed assets 139 446 (159) - 426
Other long-term investments 42 - (10) - 32
Amounts receivable from equity
investments 57 292 (7) - 342
Loans 13 8 (8) - 13
Other financial fixed assets 27 146 (134) - 39
TOTAL 74,992 729 (2,798) - 72,923
(1) Technical loss arising on the 2008 merger of SUEZ with Gaz de France, involving SUEZ and Electrabel shares
Movements in treasury stock are detailed in Note 9.1. • subscription to the capital increase carried out by ENGIE
Equity investments and amounts receivable from these Information & Technologies (€100 million);
investments are detailed in Note 4.4. • subscription to the capital increase carried out by ENGIE
The change in amounts receivable from equity investments New Business (€52 million).
was due to a new €270 million loan granted to Electrabel At December 31, 2020, “Other financial fixed assets”
France. comprised:
The year-on-year change in equity investments at • deposits paid (€28 million);
December 31, 2020 is essentially attributable to the following • shares held under liquidity agreements (€10 million).
transactions:
• sale of SUEZ shares (-€2,639 million);
• subscription to the capital increase carried out by COGAC
(€120 million);
4.2 Impairment
In millions of euros Dec. 31, 2019 Additions Reversals Other Dec. 31, 2020
Consolidated equity investments 6,875 5,408 (371) - 11,912
Consolidated equity investments –
technical loss (1) 179 - (148) - 31
Non-consolidated equity investments 235 - (4) - 231
Other long-term investments 8 1 - - 9
Amounts receivable from equity
investments 56 4 - - 60
Loans - - - - -
TOTAL 7,353 5,413 (523) - 12,243
The change in impairment mainly reflects: • reversals of impairment provisions against equity
• provisions for impairment against equity investments: investments:
— Electrabel (€5,186 million), — COGAC (€341 million),
— ENGIE Information & Technologies (€95 million), — SUEZ (€148 million).
— SFIG (€58 million),
— GENFINA (€51 million),
— ENGIE New Ventures (€16 million);

The value in use of the equity investments used to calculate Group using electricity demand forecasting models,
impairment is assessed by reference to: medium- and long-term forecasts of fuel and CO2 prices,
• for private equity firms, the intrinsic value, which and expected trends in installed capacity and in the
corresponds to net assets plus unrealized gains; technology mix of the production assets within each power
generation system.
• for listed companies (including SUEZ), the yield value,
which corresponds to the average of the last twenty stock In particular, for Electrabel, whose carrying amount accounts
market prices of the year; for almost half of ENGIE SA's investment portfolio, the key
• for other operating subsidiaries, value in use, which assumptions used to assess its value in use concern changes in:
corresponds to the cash flows or dividends (DCF or DDM • the regulatory environment in every country in which
model) expected to be generated by subsidiaries that Electrabel operates, and in particular the Belgian regulatory
directly or indirectly hold operating activities. framework governing the operating life of existing nuclear
The projections on which these values are based were drawn reactors and the level of royalties and nuclear
from the 2021 budget and from the 2022-2023 medium-term contributions paid to the Belgian State;
business plan, as approved by the Group's Executive • gas and electricity demand;
Committee and the Board of Directors, and on extrapolated • electricity prices;
cash flows beyond that time frame. • exchange rates; and
Cash flow projections are determined on the basis of • discount rates.
macroeconomic assumptions (inflation, exchange rates and Electrabel owns, either directly or through equity investments
growth rates) and price forecasts resulting from the Group's in Europe or outside Europe, the following main operating
reference scenario for 2024-2040. The price forecasts that activities:
feature in the Group reference scenario were approved in
December 2020. The forecasts and projections included in the • power generation and sales activities, including:
reference scenario were determined on the basis of the — nuclear power plants in Belgium,
following inputs: — thermal power plants, mainly in Belgium, the
• forward market prices over the liquidity period for fuel Netherlands, Italy, Greece, Spain, Portugal, Australia,
(coal, oil and gas), CO2 and electricity on each market; Singapore, Brazil, Puerto Rico, Chile, Mexico, Peru and
the Middle East,
• beyond this period, medium- and long-term energy prices
were determined by the Group based on macroeconomic — renewable power generation plants, mainly in Belgium,
assumptions and fundamental supply and demand the Netherlands, Italy, Spain, Portugal, Germany, the
equilibrium models, the results of which are regularly United Kingdom, Brazil, Chile and Mexico;
compared against forecasts prepared by external energy • natural gas and power generation activities in Belgium, the
sector specialists. Long-term projections for CO2 are in line Netherlands, Italy, the United Kingdom, Australia and
with the 2050 climate neutrality objectives set by the Singapore;
European Commission as part of the “European Green Deal” • management and optimization of portfolios of physical and
presented in December 2019. More specifically, medium- contractual assets.
and long-term electricity prices were determined by the
4.3 Net values

Net value at Net value at
In millions of euros Gross values Impairment Dec. 31, 2020 Dec. 31, 2019
Equity investments 72,497 (12,174) 60,323 67,564
Consolidated equity investments 71,927 (11,912) 60,015 67,340
Consolidated equity investments – 32 (31) 1 106
technical loss (1)
Non-consolidated equity investments 538 (231) 307 118
Other financial fixed assets 426 (69) 357 75
Other long-term investments 32 (9) 23 34
Amounts receivable from equity investments 342 (60) 282 1
Loans 13 - 13 13
Other financial fixed assets 39 - 39 27
TOTAL 72,923 (12,243) 60,680 67,639

4.4 Subsidiaries and investments

Some of the data in the table are unaudited.
Book value Loans Sureties

of shares held and and Net Dividends
Share Other % capital advances endorse- income/ received
In millions of euros Capital equity held Gross Provisions granted ments Revenues (loss) in 2020 Year-end
Name
A – Detailed information concerning subsidiaries and investments whose gross value exceeds 1% of ENGIE SA capital (i.e., €24,352,850)
1. Subsidiaries (more than 50%-owned by ENGIE SA)
Aguas Provinciales 1 (145) 64.19% 39 (39) - - - (13) - 12/2019
de Santa Fe
(data in local
operating currency)
Celizan - - 100.00% 31 (31) - - - - - 12/2020
COGAC 977 113 100.00% 2,555 (481) - - - 87 - 12/2020
Ecometering 5 3 99.00% 38 (31) - - 8 3 - 12/2020
Electrabel 4,640 13,677 99.13% 34,148 (9,324) - - 10,636 766 687 12/2019
Electrabel France 532 46 100.00% 1,641 - 270 - - 221 - 12/2020
ENGIE Alliance 100 (49) 64.00% 62 - - 1,000 - (49) - 12/2020
ENGIE China 43 (18) 100.00% 123 (60) - - - (10) - 12/2020
Investment
Company
ENGIE Énergie 699 157 100.00% 2,933 - - - 2,259 (90) - 12/2020
Services
ENGIE Energy 1,571 248 100.00% 3,908 - - - 5 (4) - 12/2020
Services
International
ENGIE Finance 5,460 254 100.00% 5,567 - 7,748 - - 152 98 12/2020
ENGIE Information 105 (101) 100.00% 228 (224) - - 348 (57) - 12/2020
& Technologies
ENGIE 63 (106) 100.00% 115 (115) - - 300 (20) - 12/2020
Management
Company
ENGIE New 216 (1) 100.00% 219 - - - - (1) - 12/2020
Business
ENGIE New 69 (5) 100.00% 91 (16) - - - (13) - 12/2020
Ventures
ENGIE 50 (15) 100.00% 50 (3) - - - (1) - 12/2020
Rassembleurs
d'Énergies
GDF International 3,972 434 100.00% 3,972 - - - 13 42 306 12/2020
GENFINA 100 401 100.00% 2,627 (1,377) - - - (50) - 12/2020
GRDF 1,801 1,969 100.00% 8,405 - - - 3,308 665 504 12/2020
GRTgaz 620 3,787 74.56% 2,240 - - 1 1,877 329 197 12/2020
SFIG 55 (81) 100.00% 58 (58) - - 12 (90) - 12/2020
Sopranor - 4 100.00% 245 (240) - - - - - 12/2020
Storengy SAS 2,733 121 100.00% 2,733 - - - 58 114 11 12/2020
50Five - 7 100.00% 34 - - - 12 (7) - 12/2020
2. Equity investments (less than 50%-owned by ENGIE SA)
Aguas Argentinas 2 (8) 48.20% 144 (145) - - - (53) - 12/2019
SUEZ (formerly 2,485 6,453 1.81% 181 - - - 91 917 90 12/2019
SUEZ
Environnement)

Book value Loans Sureties

of shares held and and Net Dividends
Share Other % capital advances endorse- income/ received
In millions of euros Capital equity held Gross Provisions granted ments Revenues (loss) in 2020 Year-end
B – Information concerning other subsidiaries and investments
1. Subsidiaries not included in section A
French companies - - - 58 (21) - -
Foreign companies - - - 9 - - -
(data in local
operating currency)
2. Equity investments not included in section A
French companies 22 (8) - 63
Foreign companies 24 -
(data in local
operating currency)
3. Other long-term investments not included in section A
French companies 38 (8) - 1
Foreign companies - - - - - - -
(data in local
operating currency)
TOTAL 72,538 (12,181) 1,957
NOTE 5 Inventories
Gross values Gross values

Natural gas (including butane/propane) 550 500 (610) 440
Energy savings certificates 47 545 (307) 285
Capacity remuneration mechanism 311 210 (71) 450
TOTAL 908 1,255 (988) 1,174
Inventory impairment can be analyzed as follows:
In millions of euros Dec. 31, 2019 Additions Reversals Dec. 31, 2020
Natural gas (including butane/propane) - - - -
Energy savings certificates (5) - - (5)
Capacity remuneration mechanism - - - -
TOTAL (5) - - (5)
The National Agency for Energy Savings Certificates (PNCEE) decided to withdraw the issuance of 1 TWh of certificates. ENGIE is
disputing this decision but recognized an impairment provision of €4.5 million against its energy savings certificates in 2018.
The net value of inventories breaks down as follows:

Natural gas (including butane/propane) 440 - 440 550
Energy savings certificates 285 (5) 280 42
Capacity remuneration mechanism 450 - 450 311
TOTAL 1,174 (5) 1,169 903
5.1 Natural gas reserves

Gas reserves at end-December 2020 were €109 million lower than at end-December 2019.
The price effect led to a 25.03% fall in the value of natural gas reserves, even though volumes increased in underground storage
in France (+3.5 TWh) and in French LNG terminals (+2.2 TWh).

5.2 Energy savings certificates

Decree No. 2019-1320 of December 9, 2019 (amending Pursuant to Decree No. 2017-690 of May 2, 2017, ENGIE SA’s
Article R.221-1 of the French Energy Code) extends the annual “traditional” Energy Savings Certificate (ESC) obligation
fourth period by a year and amends the volume of TWh of is determined by applying the following coefficients to its
cumac required over the new period. sales: 0.278 kWh cumac/kWh sold for natural gas and 0.463
Consequently, the national energy savings target for that for electricity (“cumac” means updated cumulative kilowatt-
fourth period from January 1, 2018 to December 31, 2021 is hours (kWh) annualized over the lifespan of the equipment).
now fixed at 2,133 TWh for all energy suppliers over four For the “fuel poverty” ESC obligation (533 TWhc), which
years. This includes 533 TWh of cumac to help households serves to calculate the ESC obligation to be used for
affected by fuel poverty, a target introduced by Article 30 of households living in fuel poverty conditions in addition to the
the Energy Transition for Green Growth act (Loi relative à la “standard” ESC obligation, the coefficient is set at 0.333.
Transition Énergétique pour la Croissance Verte – LTECV).
5.3 Capacity remuneration mechanism

The capacity remuneration mechanism was introduced by Therefore, to avoid any shortage of electricity during peak
France’s “NOME” (Nouvelle Organisation du Marché de winter periods, all suppliers are responsible for their
l’Électricité) law of December 7, 2010. customers’ consumption and must be able to prove that they
Articles L.335-1 et seq. of the French Energy Code describe have the capacity to supply them with electricity without
the capacity mechanism as follows: “All electricity suppliers causing a general blackout.
shall contribute to securing the supply of electricity in All suppliers report their entire production capacity to the
mainland France based on their customers’ power supply and RTE, which checks, approves and registers the reported data.
energy consumption.” These guarantees can be exchanged or cashed in with
capacity market providers. This mechanism guarantees
renewable energy producers additional revenue.
NOTE 6 Receivables
6.1 Maturity of receivables

Due
Gross amount at Between
In millions of euros Dec. 31, 2020 End-2021 2022 and 2025 2026 and beyond
Non-current assets 426 278 2 146
Amounts receivable from equity investments 342 277 - 65
Loans 13 1 2 11
Liquidity agreements - - - -
Other financial fixed assets 71 - - 71
Current assets 16,350 16,144 112 94
Trade and other receivables (1) 4,361 4,338 23 -
Current accounts with subsidiaries 8,135 8,135 - -
Other operating receivables 655 655 - -
Other receivables 3,126 2,943 89 94
Advances and downpayments made on orders 73 73 - -
TOTAL 16,776 16,421 114 240
(1) Sales of energy in the meter net of advances from customers billed on a monthly basis totaled €590 million including tax at
December 31, 2020 (€664 million at December 31, 2019)
6.2 Impairment of receivables

In millions of euros Dec. 31, 2019 Additions Reversals Other Dec. 31, 2020
Amounts receivable from equity investments 56 4 - - 60
Loans - - - - -
Trade and other receivables 351 277 (210) (8) 410
Other miscellaneous receivables 1 - - - 1
TOTAL 409 281 (210) (8) 471

NOTE 7 Marketable securities

Treasury shares held to cover bonus share plans 251 - 251 301
Money-market funds 2,430 (2) 2,428 1,047
Term deposits 582 - 582 502
TOTAL 3,263 (2) 3,261 1,850
The gross value of treasury shares at December 31, 2020 was All treasury shares held are allocated to a plan. These shares
€251 million and no impairment provisions had been are measured at their price on the date of the Board of
recognized. Their aggregate par value was €18 million. Directors' decision to set up the plan to which they are
allocated. They are held at their carrying amount until
delivery and impairment provisions are recognized in
liabilities (see Note 10.1.2).
NOTE 8 Accruals (assets) and unrealized foreign exchange losses

Loan redemption premiums 164 22 (26) 159
Deferred loan issuance costs 49 12 (14) 47
Options contracts 229 213 - 442
Financial instruments 974 255 (105) 1,123
ACCRUALS (ASSETS) 1,416 502 (146) 1,771
UNREALIZED FOREIGN EXCHANGE LOSSES 310 124 (130) 304
Accruals
Accruals related to financial instruments comprise: • measurement at fair value of interest rate, currency and
• premiums and issue costs to be amortized on ENGIE SA commodity derivatives not qualifying as hedges, and the
bonds; currency portion of derivatives hedging the risk on debt
denominated in foreign currencies.
• premiums on options intended to hedge commodity and/or
interest rate and currency risk on debt;
Unrealized foreign exchange losses

Unrealized foreign exchange losses arise upon the translation at the year-end exchange rate of payables and receivables
denominated in a currency other than the euro and upon the currency portion of derivatives hedging debt denominated in
foreign currencies and/or commodity purchases and sales.
NOTE 9 Shareholders’ equity
9.1 Share capital – shares issued and outstanding

The share capital is fully paid up. Each €1 share carries a single voting right.
Share capital
Shares comprising the share capital at January 1, 2020 2,435,285,011
TOTAL NUMBER OF SHARES COMPRISING THE SHARE CAPITAL 2,435,285,011
In 2020, a total of 9,817,827 shares were purchased and At December 31, 2020, ENGIE SA held 18,464,634 shares in
9,817,827 shares were sold under the liquidity agreement, connection with bonus share awards (see Note 9.3).
generating a net capital gain of €74,199.24. At December 31, 2020,
ENGIE SA no longer held any treasury shares under the
liquidity agreement.

9.2 Change in shareholders' equity

Shareholders’ equity at December 31, 2019 34,594
Dividends and interim dividends paid and other -
Revaluation adjustments
Tax-driven provisions and investment subsidies 36
Income (3,928)
Shareholders’ equity at December 31, 2020 30,702
On April 1, 2020, the Board of Directors decided not to recommend the payment of a dividend in respect of 2019 due to the
health and economic crisis. This decision was approved by the Shareholders’ Meeting of May 14, 2020.
9.3 Employee bonus share awards and stock option plans
Bonus share policy and stock option policy

Bonus share awards are intended to involve all employees Based on all existing share plans, the number of beneficiaries
more closely in the Group’s growth and performance. They and staff turnover assumptions, at December 31, 2020
are awarded to employees upon a decision of the Board of ENGIE SA considered that it had an obligation to deliver
Directors, in accordance with decisions taken by the 19,474,583 shares.
Shareholders' Meeting, subject to a minimum seniority of two In view of the shares delivered in 2020, the company holds
years and a number of performance conditions. 18,464,634 shares to cover its bonus share obligations at
In 2020, ENGIE SA granted 4,914,390 bonus shares to ENGIE December 31, 2020, representing a total amount of
Group employees. €251 million net of provisions. The market value of these
In 2020, ENGIE SA delivered 3,678,699 shares to Group shares at end-2020 was €231 million.
employees.
Expense
(in millions of euros)
Details of bonus share Number of Number of Per share
and stock option plans in force shares awarded shares delivered value 2020 2019
Bonus shares awarded
ORS 2015 Plan of December 10, 2015 81,300 81,300 19,875.00 (1.54) 0.32
ENGIE Plan of December 16, 2015 459,548 401,615 16.02 (7.01) (46.50)
ENGIE Plan of December 14, 2016 4,903,711 3,073,386 12.03 (53.62) (6.21)
ENGIE Plan of March 1, 2017 69,088 62,712 11,645.00 (0.75) (1.35)
ENGIE Plan of December 13, 2017 4,885,797 - 14.70 22.02 13.76
ENGIE Plan of March 7, 2018 127,194 60,026 12,645.00 (0.47) 0.35
Link Abondement Plan of August 2, 2018 279,557 - 13.44 0.75 0.60
ENGIE Plan of February 27, 2019 176,062 - 13.90 1.01 0.85
ENGIE Plan of December 17, 2020 4,547,275 - 12.67 0.66
TOTAL 24,932,781 3,679,039 0.03 (20.47)

NOTE 10 Provisions
10.1 Provisions for contingencies and losses

Reversals Reversals
(used (surplus
In millions of euros Dec. 31, 2019 Additions provisions) provisions) Dec. 31, 2020
Provisions for site rehabilitation (Note 10.1.1) 21 (1) 20
Provisions relating to employees (Note 10.1.2) 241 77 (47) (22) 248
Provisions for taxes (Note 10.1.3) 23 (1) 21
Provisions for tax consolidation (Note 10.1.4) 1,069 155 (128) (35) 1,060
Vendor warranties - -
Risks arising on subsidiaries (Note 10.1.5) 59 36 (32) 64
Other provisions for contingencies and losses
(Note 10.1.5) 1,059 1,419 (724) (19) 1,737
TOTAL 2,472 1,687 (933) (76) 3,151
10.1.1 Provisions for site rehabilitation

Provisions for site rehabilitation totaled €20 million at December 31, 2020 versus €21 million at end-2019, broken down as
follows:
Reversals (used Matching entry to

In millions of euros Dec. 31, 2019 Additions provisions) dismantling assets Dec. 31, 2020
Provisions for site rehabilitation
(excluding PNC assets) 15 - - - 15
Provisions for site rehabilitation
(PNC assets) 5 - (1) - 5
TOTAL 21 - (1) - 20
Provisions for site rehabilitation (excluding PNC assets) of €15 million at end-2020

These provisions chiefly relate to the rehabilitation of sites based on their current use. They also include refurbishment
on which gas production plants were located and mainly of the La Défense, Lyon (Monolyte) and St Denis (Landy)
cover safety requirements (ground water, air pollution, etc.) premises.
Provisions for site rehabilitation (PNC assets) of €5 million at end-2020
In 2015, ENGIE SA implemented a five-year national property During the year, €0.9 million was written back from the PNC
asset disposal program (Plan National de Cessions immobilières – provision corresponding to the work undertaken on the sites.
PNC) covering 236 non-strategic sites. Whenever a binding However, no dismantling assets were recognized.
agreement is entered into to sell an asset, a provision for
dismantling costs is recognized under liabilities with a matching
entry to dismantling assets depreciated over their residual life.
10.1.2 Provisions relating to employees
Provisions for employee benefits

At December 31, 2020, pension obligations amounted to These provisions represented a total amount of €113 million
€5 million. Pension obligations are covered by insurance at December 31, 2020. Note 18.4 analyzes changes in these
funds. provisions in the periods presented.
Other post-employment benefits amounted to €14 million. The full amount of end-of-career indemnities is partially
Provisions have been set aside for the full amount of disability covered by insurance funds; the shortfall amounted to
benefits, allowances for occupational accidents, illnesses of €30 million at December 31, 2020.
active employees at year-end, long-service awards and
asbestos, representing a total amount of €94 million.
Provisions for employee bonus share awards and stock option plans
At December 31, 2020, provisions for employee bonus share In addition to presence in the Group at the vesting date,
awards and stock option plans amounted to €131 million (no eligibility for certain bonus share and performance share
change from end-2019). The provision for employer plans is subject to an internal performance condition. When
contributions related to the bonus share awards amounted to this condition is not fully met, the number of bonus shares
€2 million (no change from end-2019). granted to employees is reduced in accordance with the
In 2020, ENGIE SA set aside a further €66 million to this plans’ regulations.
provision to cover rights vested by employees. It also wrote
back €66 million of the provision following the expiration of
certain bonus share plans.

10.1.3 Provisions for taxes

As a result of various tax audits, ENGIE SA has several • the provision for income taxes amounted to €21 million at
provisions for tax risks in its financial statements, including December 31, 2020 (end-2019: €22 million). It is chiefly
one related to income taxes: related to the transfer price of LNG.
10.1.4 Provisions for tax consolidation

ENGIE SA has chosen to file consolidated tax returns. As a of the tax consolidation group. In accordance with the tax
result, it sets aside a provision reflecting its obligation to consolidation agreements signed with its subsidiaries,
transfer back to subsidiaries any tax losses utilized. In 2020, ENGIE SA recognized a provision for tax consolidation with
ENGIE SA recognized a provision charge of €154.6 million respect to GRDF for a definitive amount of €1,938 million,
and a reversal of €82 million, bringing the total provision to based on the amortizable component. In 2020, the Company
€597.1 million at the year-end. wrote back an amount of €80.7 million (€90.6 million in
At December 31, 2007, GRDF was part of the tax 2019), corresponding to the neutralization of the excess
consolidation group and the capital gain on the disposal of amortization on the amortizable component arising in the
the gas distribution activity therefore had no tax impact. year.
Since 2008, the subsidiary’s statutory financial statements Provisions for tax consolidation amounted to €1,060.4 million
show tax savings relating to the amortizable component of at end-2020, including €463.3 million relating to the
the capital gain arising on the disposal of the gas distribution amortizable component of GRDF's intangible assets.
business. This excess amortization is canceled out at the level
10.1.5 Other provisions for contingencies and losses

Other provisions for contingencies and losses mainly include A net provision reversal was recognized in 2020
provisions for contingencies arising on other third parties, (€110 million) relating to contracts in place in 2019.
provisions for commercial litigation and claims, and Additional provisions of €812 million were set aside for
provisions for currency and interest rate risk. new onerous contracts, chiefly the one relating to CCGT
Movements in these provisions chiefly impact non-recurring Cartagena (Spain) pursuant to a tolling contract signed in
and financial items. 2011 and valid until 2028. Given the conditions in the
Provisions for other contingencies and losses totaled Spanish electricity market and the terms of the new CRM
€1,737 million at December 31, 2020 versus €1,059 million expected in 2021, ENGIE considered this contract to be
at end-2019, broken down as follows: structurally and sustainably onerous and set aside a
provision of €686 million. This brings total provisions for
• provisions for onerous contracts: €1,258 million. onerous contracts at end-December 2020 to
Given structural changes in gas markets, ENGIE SA decided €1,258 million;
to overhaul the management model of its midstream gas • provisions for other risks: €170 million, mainly comprising
business (excluding LNG). To this end, in 2017 a new the provision for negative fair value adjustments to
organization was put in place aimed at changing the financial instruments (€163 million);
methods for managing long-term gas supply contracts,
• provisions for interest-rate risk: €134 million;
transport and storage capacity contracts, and a power
exchange contract. Since then, these new methods permit • provisions for litigation: €83 million;
the relevant contracts to be managed individually rather • provisions for restructuring: €61 million;
than as part of a portfolio. At December 31, 2019, the • provisions for foreign exchange losses: €31 million.
provision for onerous contracts amounted to €557 million. The provision for subsidiaries' risk amounted to €64 million
at December 31, 2020 (€59 million at December 31, 2019).
10.2 Tax-driven provisions and investment subsidies

In millions of euros Dec. 31, 2019 Additions Reversals Transfer Dec. 31, 2020
Tax-driven provisions 567 246 (214) - 598
Accelerated depreciation and amortization 536 246 (214) - 567
Provision for price increases 31 - - - 31
Investment subsidies 18 5 (1) - 23
TOTAL 585 251 (215) - 621

NOTE 11 Borrowings and debt
11.1 Summary of borrowings and debt

Borrowings 31,924 30,842
Hybrid bonds 3,913 3,913
Bonds 23,108 22,550
Other loans 4,903 4,380
Amounts payable to equity investments 4,350 6,800
Current accounts with subsidiaries 1,377 1,051
Other borrowings and debt 507 541
Deposits received from customers 27 25
Deposits received on derivatives 9 -
Tax consolidation 65 114
Current portion of interest due 353 364
Bank overdrafts 18 4
Miscellaneous 34 34
TOTAL 38,158 39,234
The €1,076 million decrease in borrowings and debt reflects: • an €878 million increase in Negotiable European
• a €2,450 million decrease in amounts payable to equity Commercial Paper (NEU CP), an €88 million decrease in
investments. This corresponds to the repayment of the United States Commercial Paper (USCP), and repayment of
loans obtained from Electrabel (€1,800 million), ENGIE the US$300 million private loan, resulting in a €523 million
Global Market (€500 million) and ENGIE Finance increase in other borrowings and debt;
(€150 million); • a €327 million increase in credit balances on current
• a €1,026 million increase in bond issues; accounts with subsidiaries.
• repayment of the CHF bond issue and revaluation of A new €850 million hybrid bond issue has replaced the old
foreign currency bond issues, reducing them to repaid issues for the same amount, improving the interest
€468 million equivalent; rate on hybrid issues.
11.2 Maturities of borrowings, debt and payables

Due
Between 2022 2026 and
In millions of euros Dec. 31, 2020 End-2021 and 2025 beyond
Borrowings and debt 38,158 11,463 10,461 16,234
Hybrid bonds 3,913 363 2,700 850
Bonds 23,108 1,192 6,645 15,271
Other loans 4,903 4,524 267 113
Amounts payable to equity investments 4,350 3,500 850 -
Current accounts with subsidiaries 1,377 1,377 - -
Other borrowings and debt 507 507 - -
Trade and other payables 6,231 6,231 - -
Tax and employee-related liabilities 1,188 1,188 - -
Other liabilities 2,285 2,285 - -
Advances from customers 846 846 - -
Other 1,440 1,440 - -
Advances and downpayments received on orders 6 6 - -
TOTAL 47,868 21,173 10,461 16,234

11.2.1 Breakdown of hybrid bonds
Interest
Dec. 31, 2020 Issue date repricing date Interest Listing
Public issues
In millions of euros 363 07/2013 07/2021 4.750% Paris
In millions of euros 1,000 01/2019 02/2025 3.250% Paris
In millions of euros 500 07/2019 07/2025 1.625% Dublin
11.2.2 Breakdown of bonds
Dec. 31, 2020 Issue date Maturity date Interest Listing

Public issues
In millions of euros 900 01/2009 01/2021 6.375% Luxembourg
In millions of pounds sterling 500 10/2008 10/2028 7.000% Luxembourg
In millions of pounds sterling 226 02/2009 02/2021 6.125% Luxembourg
In millions of pounds sterling 700 10/2010 10/2060 5.000% Paris
In millions of pounds sterling 400 10/2011 10/2060 5.000% Paris
In millions of Swiss francs 175 10/2012 10/2024 1.625% Zurich
In millions of US dollars 750 10/2012 10/2022 2.875% None

Dec. 31, 2020 Issue date Maturity date Interest Listing

Private placements
In millions of euros 100 10/2011 10/2023 CMS10YR+0.505% Paris
In millions of euros 100 03/2013 03/2033 3.375% None
In millions of euros 81 04/2013 04/2038 3.703% None
In millions of euros 75 07/2018 07/2038 CMS Paris
In millions of Norwegian krone 500 04/2013 04/2024 4.020% Paris
In millions of yen 15,000 12/2008 10/2023 3.180% None
In millions of yen 10,000 07/2012 07/2022 1.260% Paris
In millions of yen 20,000 09/2015 01/2024 0.535% Paris
In millions of Hong Kong dollars 1,400 09/2017 09/2032 2.650% Paris
In millions of Hong Kong dollars 900 10/2017 10/2027 2.630% Paris
In millions of US dollars 50 11/2015 11/2021 2.681% Paris
In millions of US dollars 50 01/2019 12/2029 3.593% None
In millions of Australian dollars 115 11/2015 11/2025 4.235% Paris
In millions of Australian dollars 85 07/2018 07/2033 3.780% Paris
11.2.3 Other borrowings and amounts payable to equity investments

At December 31, 2020, other borrowings mainly comprised The loan from ENGIE Finance decreased by €1,150 million as
NEU CP (€3,230 million, including €491 million at floating a result of repayments made during the year, which was
rates) and USCP at fixed rates (US$975 million, equivalent partially offset by a new loan of €1,000 million. The amount
value of €794 million). These borrowings all fall due in less outstanding at the year-end was €3,500 million.
than one year. The loan from ENGIE Alliance remained unchanged at
ENGIE SA also has a credit facility on which €877 million has €850 million.
been drawn. The US$300 million bank loan was repaid in full The €1,800 million loan obtained from ENGIE Global
during the year. Developments and transferred to Electrabel in 2019 was
repaid in full in 2020.
11.2.4 Other borrowings and debt

Other borrowings and debt (accrued interest on borrowings and debt, current accounts with a credit balance, deposits received
from customers, bank overdrafts, bank facilities, etc.) are chiefly denominated in euros.

11.3 Analysis of borrowings and debt by currency and interest rate
11.3.1 Analysis by interest rate
After hedging Before hedging

In millions of euros Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2019
Floating rate
Bonds 5,942 6,469 175 375
Amounts payable to equity investments 4,350 6,300 4,350 6,300
Other loans 3,249 2,371 1,010 2,242
Current accounts with subsidiaries 1,377 1,051 1,377 1,051
Other borrowings and debt 210 256 145 176
Fixed rate
Hybrid bonds 3,913 3,913 3,913 3,913
Bonds 17,166 16,081 22,933 22,175
Amounts payable to equity investments - 500 - 500
Other loans 1,655 2,009 3,893 2,138
TOTAL 38,158 39,234 38,158 39,234
11.3.2 Analysis by currency
After hedging Before hedging

In millions of euros Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2019
In euros
Hybrid bonds 3,913 3,913 3,913 3,913
Bonds 23,108 22,550 19,451 18,425
Amounts payable to equity investments 4,350 6,800 4,350 6,800
Other loans 4,903 4,380 4,109 3,231
Current accounts with subsidiaries 1,184 854 1,184 854
In foreign currency
Hybrid bonds - - -
Bonds - - 3,657 4,125
Amounts payable to equity investments - - -
Other loans - - 794 1,149
Current accounts with subsidiaries 194 197 194 197
Other borrowings and debt - - 45 48
TOTAL 38,158 39,234 38,158 39,234
NOTE 12 Accruals (liabilities) and unrealized foreign exchange gains

Options contracts 519 330 - 849
Financial instruments (1) 943 450 1,393
ACCRUALS (LIABILITIES) 1,463 780 - 2,242
UNREALIZED FOREIGN EXCHANGE GAINS 431 113 (205) 339
(1) €107 million of financial instruments previously classified in unrealized foreign exchange gains in 2019 were reclassified in the 2020
change

Accruals
Accruals related to financial instruments comprise: • measurement at fair value of interest rate, currency and
• premiums on options intended to hedge commodity and/or commodity derivatives not qualifying as hedges, and the
interest rate and currency risk on debt; currency portion of derivatives hedging the risk on debt
denominated in foreign currencies.
A contingency and loss provision is recognized in respect of
unrealized foreign exchange losses on contracts that do not
qualify for hedge accounting (see Note 10.1.5).
Unrealized foreign exchange gains

Unrealized foreign exchange gains arise upon the translation at the year-end exchange rate of payables and receivables
denominated in a currency other than the euro and upon the currency portion of derivative financial instruments intended to
hedge currency risk on debt and/or commodity purchases and sales.
NOTE 13 Net operating income/(loss)
13.1 Breakdown of revenues
Revenues by region
Energy sales
• France 9,887 11,197
• International 6,128 3,036
Works, research and services provided 2,803 2,669
Revenues from non-core activities and other 453 380
TOTAL 19,272 17,282
The increase in revenues stemmed from growth in international sales to major accounts, coupled with an increase in net sales on
market transactions.
Revenues by business activity

Energy sales
• Natural gas 9,484 8,642
• Electricity 6,531 5,591
Other production sold
• Works, research and services provided 2,803 2,669
• Revenues from non-core activities and other 453 380
TOTAL 19,272 17,282
At December 31, 2020, unbilled, un-metered revenues (energy in the meter) amounted to €1,538 million excluding tax.
13.2 Personnel costs
Change in headcount by category

In number of employees Dec. 31, 2019 Change Dec. 31, 2020
Operating staff 226 (31) 195
Senior technicians and supervisory staff 1,639 (24) 1,615
Managerial-grade staff 2,634 33 2,667
TOTAL 4,499 (22) 4,477
The average number of employees was 4,477 in 2020 and 4,499 in 2019.

Personnel costs break down as follows:

Wages and salaries (283) (273)
Payroll expenses (146) (148)
Profit sharing (21) (21)
Other (71) (28)
TOTAL (522) (470)
Employee profit sharing

An employee profit-sharing agreement based on performance criteria was set up in compliance with the legal conditions
prescribed by Order 86-1134 of October 21, 1986.
These profit-sharing mechanisms are treated as personnel costs.
13.3 Net additions to provisions

Provision for capital renewal and replacement liabilities regarding concessions (3) (1)
Provision for site rehabilitation - 11
Other provisions for losses 8 (6)
Other provisions for contingencies 636 88
TOTAL 642 91
Other contingency and loss provisions mainly comprised: • net reversal of provisions for contingencies (€45 million),
• net addition to provisions for onerous contracts (€701 million); mainly negative fair value adjustments to swaps (€34 million);
• net addition to provisions for employee disputes (€3 million); • net reversal of provisions for commercial litigation (€20 million);
• net reversal of provisions for tax reassessments (€3 million).
13.4 Operating expense transfers

Expense transfers are included in other operating income and amounted to €65 million in 2020 and €50 million in 2019.
NOTE 14 Net financial income/(loss)

Total
In millions of euros Expenses Income Dec. 31, 2020 Dec. 31, 2019
Other interest income and expenses (1,087) 542 (545) (487)
Interest on current accounts and amounts
receivable from equity investments - 6 6 8
Foreign exchange gains/(losses) (706) 799 94 19
Dividends received - 1,957 1,957 1,840
Movements in provisions for financial items (74) 2 (71) (187)
TOTAL (1,866) 3,306 1,440 1,192

NOTE 15 Net non-recurring income/(loss)

Total
In millions of euros Expenses Income Dec. 31, 2020 Dec. 31, 2019
Disposals of property, plant and equipment,
and intangible assets (23) 33 10 4
Disposals of financial fixed assets (2,770) 3,512 742 -
Provision for price increases - - - 23
Accelerated depreciation and amortization (246) 214 (32) (24)
Movements in provisions relating to equity
investments (5,451) 555 (4,895) (918)
Other (164) 79 (85) 80
TOTAL (8,653) 4,393 (4,260) (835)
“Other” mainly includes various indemnities on restructuring operations, losses on bond redemptions, and rebilling to subsidiaries
of losses on the issuance of bonus shares.
NOTE 16 Tax position
16.1 Tax consolidation

The current option to file consolidated tax returns is automatically renewed every five years.
16.2 Income tax benefit/(expense)

The income tax rate in 2020 was 32.02%, including the 3.3% social contribution.
2020 2019
Income Income Net income/ Income Income Net income/
In millions of euros before tax tax* (loss) before tax tax* (loss)
Income tax due by ENGIE SA for the period
(excluding tax consolidation group)
• on recurring income (200) (200) 261 261
• on non-recurring income (4,260) (4,260) (834) (834)
Income tax expense (income tax payable
by subsidiaries/provision for transfer
- 532 532 - 377 377
of tax savings to entities in the tax
consolidation group)
• income tax relating to subsidiaries within
460 294
the tax consolidation group
• net change in provisions for income tax 9 38
• other (mainly adjustments to research
63 45
and CICE tax credits held in 2020/2019)
TOTAL (4,460) 532 (3,928) (573) 377 (196)
* A positive figure signifies a tax benefit
In 2020 and 2019, ENGIE SA generated a tax loss on an individual company level. Dividends received from subsidiaries are eligible
for “parent/subsidiary” tax treatment and are therefore exempt, subject to adding back a share of expenses equal to 1% or 5%, as
applicable.

The income tax benefit amounted to €532.2 million versus an • a net reversal of €9 million from the income tax provision
income tax benefit of €377.1 million in 2019, chiefly in 2020 compared with a reversal of €38.2 million in 2019,
reflecting: chiefly reflecting:
• savings resulting from tax consolidation (€466.7 million in — €72.6 million in net additions in respect of the utilization
2020 versus €294.4 million in 2019), attributable to the of tax losses by consolidated subsidiaries of ENGIE SA
difference between: versus €35.8 million in net additions in 2019,
— the €459.9 million contribution to Group income tax due — €0.8 million reversal of provisions for tax risks chiefly
in 2020 to ENGIE SA by subsidiaries reporting a profit related to the transfer price of LNG compared to a
(€293.3 million in 2019), reversal of €0.3 million in 2019,
— tax credits relating to the tax consolidation group — €80.8 million in reversals of provisions relating to the
amounting to €0.8 million in 2020 versus €1.1 million in excess amortization during the period of the amortizable
2019, and component of the capital gain generated on the sale of
— income tax due by the consolidated tax group, which gas distribution activities in 2007;
was zero in 2020, as in 2019; • other miscellaneous items representing a net tax credit of
€63 million in 2020, mainly due to changes in CICE and
research tax credits.
16.3 Deferred tax

Future tax liabilities as shown in the table below result from temporary differences between the treatment of income and
expenses for tax and accounting purposes.
This takes into account the impact of the progressive decrease in the corporate income tax rate from 2021 to 2022 introduced in
the 2018 finance act.
2020 2019
In millions of euros 28.41% 25.82% 32.02% 28.41% 25.82%
2022 2022
Year of reversal 2021 and beyond 2020 2021 and beyond
Deferred tax liabilities
• Unrecognized deductible expenses 304 310 - -
• Untaxed income recognized 27 109 30 27 109
Deferred tax assets
• Temporary non-deductible expenses 513 1,100 512 42 611
recognized
• Unrecognized taxable income 339 39 324 - 39
Net deferred tax base 520 1,030 496 15 541
• Theoretical impact of deferred tax 148 266 159 4 140
NOTE 17 Off-balance sheet commitments (excluding employee benefit obligations)
17.1 Financial commitments

The ENGIE Group's Finance Division is responsible for managing all financial risks (interest rate, currency, liquidity and credit
risks).
17.1.1 Liquidity risk

The Group’s financing policy is based on: The Group seeks to diversify its long-term sources of
• centralizing external financing; financing by carrying out public or private bond issues within
the scope of its Euro Medium Term Notes program. It also
• diversifying sources of financing between credit institutions
issues NEU CP (Negotiable European Commercial Paper) in
and capital markets;
France as well as USCP (United States Commercial Paper) in
• achieving a balanced debt repayment profile. the United States.
The centralization of financing needs and cash flow surpluses Long-term capital markets are accessed chiefly by ENGIE SA
for the Group is provided by its financing vehicles (long-term in connection with the Group's new bond issues, and in
and short-term), as is automated cash centralization via its connection with commercial paper.
cash pooling vehicles.
As commercial paper is relatively inexpensive and highly
Short-term cash requirements and cash surpluses for Europe liquid, it is used by the Group in a cyclical or structural
are managed by dedicated financial vehicles in France (ENGIE fashion to finance its short-term cash requirements. However,
Finance) and Luxembourg (ENGIE Treasury Management). all outstanding commercial paper is backed by confirmed
These vehicles centralize virtually all of the cash bank lines of credit so that the Group could continue to
requirements and surpluses of companies controlled by the finance its activities if access to this financing source were to
Group, ensuring that counterparty risk and the investment dry up.
strategy are managed consistently.

The Group's liquidity is based on maintaining cash and cash €5,000 million, maturing in November 2022 and
equivalents and access to confirmed credit facilities. December 2024. At December 31, 2020, ENGIE SA had
ENGIE SA can therefore access facilities readily convertible drawn €877 million on these facilities. These facilities are
into cash, enabling it to meet its cash requirements in the not subject to any covenants or credit rating requirements;
ordinary course of business or to serve as a bridge to finance • ENGIE SA also has access to short-term debt markets
external growth operations: through short-term debt issues: USCP for US$4,500 million
• ENGIE SA has credit facilities with various banks under which (of which US$975 million (€794 million) had been drawn at
€12,428 million remains undrawn. These facilities include two end-2020), and NEU CP for €5,000 million (€3,230 million
syndicated credit lines, respectively for €5,500 million and drawn at end-2020).
17.1.2 Counterparty risk

ENGIE SA is exposed to counterparty risk arising on its For its financing activities, ENGIE SA has put in place
operating and financing activities. procedures for managing and monitoring risk based on (i) the
To manage counterparty risk arising on operating activities, accreditation of counterparties according to external credit
the Group has put in place monitoring procedures adapted to ratings, objective market data (credit default swaps, market
the characteristics of the counterparties concerned (private capitalization) and financial structure, and (ii) risk exposure
corporations, individuals, and public authorities). Customers limits. ENGIE SA also draws on a structured legal framework
representing a major counterparty for the Company are based on master agreements (including netting clauses) and
covered by procedures applicable to the financial activities collateralization contracts (margin calls) to reduce its
described below, thereby providing broad-ranging oversight exposure to counterparty risk. The oversight procedure for
of the corresponding counterparty risk. managing counterparty risk arising from financing activities is
managed by a middle office that operates independently of
the Group's Treasury department and reports to the Finance
Division.
17.1.3 Interest rate risk

Based on its net debt position, ENGIE SA has adopted a policy floating rate has a low degree of exposure to adverse changes
for optimizing borrowing costs using a combination of in short-term interest rates.
financial instruments (interest swaps and options) according Positions are managed centrally and are reviewed each
to market conditions. quarter or whenever any new financing is raised.
ENGIE SA takes care to ensure that the difference between its Management must approve in advance any transaction that
floating-rate debt and its cash surpluses invested at a causes the interest rate mix to change significantly.
Notional amount at Dec. 31, 2020

Fair value Notional
Due in Due in Due in including amount at
1 year or 1 to 5 6 to 10 Due after accrued Dec. 31,
In millions of euros less years years 10 years Total interest 2019
Interest rate swap
Fixed-rate borrower/floating-rate lender 1,000 900 2,700 1,658 6,258 (1,976) 5,973
Floating-rate borrower/fixed-rate lender 3,743 3,658 5,288 2,183 14,872 1,514 13,436
Purchase of CAP
Fixed-rate borrower/floating-rate lender 1,000 1,000 1,000
Purchase of FRA
Fixed-rate borrower/floating-rate lender - 2,450
TOTAL EUR 5,743 4,558 7,988 3,841 22,130 (462) 22,859
Interest rate swap
Fixed-rate borrower/floating-rate lender 1,349 1,349 (52) 1,097
Floating-rate borrower/fixed-rate lender - 72
TOTAL USD - 1,349 - - 1,349 (52) 1,169
TOTAL 5,743 5,907 7,988 3,841 23,479 (514) 24,028


Fair value Notional
Due in Due in Due in including amount at
1 year or 1 to 5 6 to 10 Due after accrued Dec. 31,
In millions of euros less years years 10 years Total interest 2019
Currency swap
Fixed-rate borrower/fixed-rate lender 250 638 1,291 2,179 (583) 2,179
Fixed-rate borrower/floating-rate lender - -
Total GBP 250 - 638 1,291 2,179 (583) 2,179
Currency swap
Floating-rate borrower/fixed-rate lender 229 229 (27) 229
Fixed-rate borrower/fixed-rate lender 149 149 3 149
Total JPY - 378 - - 378 (24) 378
Currency swap
Fixed-rate borrower/fixed-rate lender - - - - - - -
Floating-rate borrower/fixed-rate lender 144 144 27 371
Total CHF - 144 - - 144 27 371
Currency swap
Fixed-rate borrower/fixed-rate lender 46 44 90 (6) 90
Fixed-rate borrower/floating-rate lender - 274
Floating-rate borrower/floating-rate
lender - -
Floating-rate borrower/fixed-rate lender 580 580 52 580
Total USD 46 580 44 - 670 46 944
Currency swap
Fixed-rate borrower/fixed-rate lender - 67 - - 67 (20) 67
Total NOK - 67 - - 67 (20) 67
Currency swap
Fixed-rate borrower/fixed-rate lender - 75 54 129 5 129
Total AUD - 75 - 54 129 5 129
Currency swap
Fixed-rate borrower/fixed-rate lender - - 98 153 251 (16) 251
Total HKD - - 98 153 251 (16) 251
Currency swap
Floating-rate borrower/floating-rate
lender - - - - - -
Total MXN - - - - - - -
TOTAL 296 1,244 780 1,498 3,818 (565) 4,319
Interest rate hedges outstanding at December 31, 2020 are • as part of the Group's interest rate risk management policy,
described below: since 2009 ENGIE SA has set up interest rate hedges
• ENGIE SA entered into short-term swaps (maturing in less indexed to the dollar rate fixing the interest rate on the
than six months) to hedge the interest rate risk on its Group's USD debt for a nominal amount of
short-term cash management transactions (NEU CP issues). US$1,655 million at end-2020 (€1,349 million equivalent
These are floating-rate borrower (Eonia)/fixed-rate lender value);
swaps with a notional amount of €2,739 million; • to protect the refinancing rate on part of its debt at Group
• in line with the Group’s interest rate risk policy and with level, ENGIE SA has a portfolio of interest rate anticipatory
due reference to market conditions, interest rate risk is hedges with maturities of 10 to 21 years beginning in
managed centrally through the use of interest rate swaps 2021, 2023, 2024 and 2025, for each of the volumes
and options within the framework of an annual risk initiated in 2020 and for a nominal amount of
mandate; €2,500 million at December 31, 2020.
17.1.4 Currency risk

ENGIE SA is exposed to currency risk, including in particular on: • entities that do not have the euro as their functional
• commercial transactions involving the purchase and sale of currency (translation risk):
natural gas: The main exposures to translation risk correspond to assets
Gas purchase and sale contracts are often indexed to the in USD, BRL and GBP;
price of oil-based products, mostly listed in US dollars; • financial transactions in respect of the USCP hedges.

The exposure to currency risk on these transactions is To manage its exposure to fluctuations in exchange rates,
managed and monitored as follows: ENGIE SA uses forward currency purchase or sale contracts to
• pass-through mechanisms are applied in determining hedge its gas purchases and its financing activities.
(i) sale prices for eligible customers, and (ii) regulated rates; To limit the impact of translation risk on certain amounts
• the margin on fixed-price sale contracts or contracts receivable from equity investments and on future foreign
indexed by financial swaps is hedged. currency purchases, and to hedge the net asset risk arising on
consolidation, ENGIE SA has taken new positions or reinforced
There is a time lag between the impact of fluctuations in the
existing positions in forward currency transactions that allow it
US dollar on procurement costs and their repercussion on
to cancel out or minimize translation adjustments on these
sales prices, reflecting mainly the effect of rolling averages
deposits and loans or other future operations.
and the inventory cycle.
At December 31, 2020, commitments corresponding to
translation and financial risk were as follows:
Fixed portion of commitments at Dec. 31, 2020

Maturity
Euro Exchange rate Fixed portion of
In millions of euros 2023 and equivalent at fluctuatins at commitments at
Forward contracts 2021 2022 beyond Dec. 31, 2020 Dec. 31, 2020 Dec. 31, 2019
Long positions
AUD 169 3 - 172 7 220
CAD 16 3 - 19 (1)
CHF 33 33 -
CNH 11 - - 11 - 9
GBP 10 4 5 19 - 91
NZD 3 6 9 -
USD 954 - - 954 (33) 1,079
Short positions
AUD 2 3 - 5 - 4
CAD 16 3 19 (1)
CHF 234 - - 234 - 202
CNH 11 - - 11 - 9
GBP 200 4 5 209 2 520
NZD 2 4 6 -
USD 1,337 - - 1,337 (57) 1,512
17.1.5 Other financial commitments given
Maturity
Total at Between 2022 2026 and
Market-related commitments
Performance and other guarantees 258 57 185 16
Performance and other guarantees given on behalf of
subsidiaries 8,306 451 4,852 3,003
Financing commitments
Personal sureties given 272 272
Guarantees and endorsements given to subsidiaries 4,447 545 1,819 2,083
Collateral given -
Credit lines 4 4
Other commitments given
Contractual guarantees for sales of businesses 4,669 1,214 28 3,427
Operating lease commitments 1,375 125 477 773
Finance lease commitments -
Commitments relating to LNG tankers -
Market-related commitments totaling €8,564 million at end-2020 Financing commitments totaling €4,719 million comprise
comprise performance and other guarantees given by payment guarantees granted by ENGIE SA to third parties on
ENGIE SA with respect to operating contracts, both on its own behalf of its subsidiaries (€4,447 million) and to personal
behalf and on behalf of its subsidiaries. sureties (€272 million).

Contractual guarantees for sales of businesses totaling its interest in the Swire SITA Waste Services joint venture
€4,669 million relate mainly to commitments given on the to its partner SUEZ Environnement in December 2009,
disposals of: these guarantees were reissued by ENGIE SA. However, if a
• ENGIE Exploration & Production (EPI), following the sale of guarantee is called in respect of the period during which
the 30% minority interest to Fullbloom Investment the subsidiary was under joint control, the Swire Group has
Corporation (FIC), a wholly-owned subsidiary of China agreed in principle to share the ultimate liability equally
Investment Corporation (CIC) in 2011, for an amount of up between the two groups;
to €2,567 million expiring in 2026; • to two Scottish companies, Ayr Environmental Services and
• 10% of train 1 of the Atlantic LNG facility in Trinidad and Caledonian Environmental Services, for contracts for the
Tobago, for an amount of up to €693 million expiring in construction of wastewater purification and sludge
2026; treatment plants awarded to the Degrémont SA/AMEC
Capital Projects Ltd. group of construction companies;
• the LNG business to Elf Aquitaine (Total Group) expiring in
2021, for which ENGIE SA has given liability warranties of • to the Lord Mayor, Aldermen and Burgesses of Cork, in
US$200 million and specific indemnities of US$1,490 million; respect of a contract for the construction and operation
until 2024 of the Cork City wastewater purification plant
• six digital platforms and the Smart O&M platform to ENGIE
awarded to a consortium comprising two ENGIE SA
Information & Technologies for a period of 36 months as of
subsidiaries, Vinci Group subsidiary Dumez GTM,
the second quarter of 2019.
PJ Hegarty & Sons and Electrical & Pump Services. Each
Operating lease commitments totaling €1,375 million relate to consortium member and Vinci agreed to counter-guarantee
the present value of lease payments outstanding through to ENGIE SA;
maturity of the property leases within the scope of • in 2008, SUEZ Environnement (which became SUEZ in
ENGIE SA's operations. In 2020, new commitments were 2016) undertook to counter-guarantee all of the guarantees
recorded in respect of the Campus project (€578 million) and given by ENGIE SA for the Environment division entities
the Urban Garden project (€41 million). As certain property for which SUEZ was not yet counter-guaranteed;
lease expenses are rebilled to Group subsidiaries, the
• as part of the spin-off of water and wastewater activities
corresponding commitments are shown in commitments
in 2000, a performance guarantee expiring in 2028 was
received.
granted by ENGIE SA in the context of its transfer of local
Other commitments have been given in respect of public service franchise contracts to Lyonnaise des Eaux.
performance and completion guarantees: There were 42 such contracts at end-2020.
• to the Hong Kong authorities, in respect of contracts In addition, following Société d'Infrastructures Gazières (SIG)
awarded to Sita (which became SUEZ Environnement and July 2011 acquisition of a 25% stake in GRTgaz, ENGIE SA
then SUEZ), which counter-guaranteed ENGIE SA for the agreed to stand as guarantor for a period of 20 years and in
same amounts. These contracts relate to: proportion to its shareholding, against any losses incurred
— the operation of the Nent landfill in partnership with the by SIG due to inaccurate representations regarding the
Newworld and Guandong groups until 2063, non-pollution of the land owned or exploited by GRTgaz and
— the operation of various landfill sites, including Went and the cost of the resulting clean-up work payable by GRTgaz
NWNT until 2033 and Pillar Point until 2036, initially in not covered by the tariffs.
partnership with Swire Pacific Ltd. When Swire Pacific sold
17.1.6 Other financial commitments received
Maturity
Total at Between 2022 2026 and
Market-related commitments
Performance and other guarantees 47 - 47 -
Financing commitments
Undrawn credit facilities 12,428 150 11,711 567
Other financing commitments received - - - -
Other financing commitments received in relation
to subsidiaries - - - -
Other commitments received
Counter-guarantees for personal sureties 1,030 30 1,000
Counter-guarantees for trading commitments - - - -
Operating lease commitments 389 68 233 88
Finance lease commitments - - - -
Commitments relating to LNG tankers - - - -
ENGIE SA has two syndicated credit lines since May 2005: Counter-guarantees given on personal sureties concern
(i) a €5,500 million line whose maturity has been extended guarantees received from members of GIE ENGIE Alliance.
from 2012 to November 2022, and (ii) a €5,000 million line Operating lease commitments totaling €389 million
secured in April 2014, whose maturity has been extended correspond to the rebilling of rent for premises occupied by
from 2019 to December 2024. The lending banks may opt out Group subsidiaries.
of the syndicate on an individual basis in the event of a
change in the Company’s controlling shareholder.

17.2 Commodity-related commitments
17.2.1 Natural gas and electricity commitments

Gas supplies in Europe are based partly on long-term The appeal of these contracts is provided by indexed price
contracts, including “take-or-pay” contracts. These long-term formulas and price adjustment mechanisms. ENGIE SA makes
commitments make it possible to finance costly production the bulk of its purchases under such contracts.
and transmission infrastructures. Under these contracts, the At December 31, 2020, ENGIE SA had commitments to
seller makes a long-term commitment to serve the buyer, purchase a minimum of 405 TWh within one year, 1,306 TWh
subject to a commitment by the latter to buy minimum between two and five years, and 1,212 TWh after five years.
quantities regardless of whether or not it takes delivery of
ENGIE SA also entered into forward purchases and sales of
them. These commitments are combined with backup
natural gas, primarily at maturities of less than one year, as
measures (force majeure) and flexible volume arrangements,
part of its trading activities. These consist of purchases and
making it possible to manage any uncertainties affecting
sales on short-term markets and offers featuring engineered
demand, primarily weather conditions, as well as any
prices for other operators.
technical contingencies that may arise.
At December 31, 2020, commitments given by ENGIE SA
These types of contracts can run up to 25 years and are used
totaled 127 TWh under forward purchase contracts and
by ENGIE SA to meet the demands of its customers for natural
279 TWh under forward sale contracts.
gas in the medium and long term.
To meet its commitments to take delivery of specified
The contracts provide for reciprocal commitments regarding
volumes, ENGIE SA has entered into long-term contracts to
specified quantities of gas:
reserve land and sea transmission capacities.
• a commitment by ENGIE SA to purchase quantities of gas
At December 31, 2020, commitments given by ENGIE SA
above a minimum threshold;
totaled 62 TWh under forward electricity purchase contracts
• a commitment by suppliers to provide these quantities at and 24 TWh under forward electricity sale contracts.
competitive prices.
17.2.2 Commodity derivatives

As part of its energy brokerage activities, ENGIE SA uses • measures taken to optimize procurement costs. Energy
energy derivatives to adjust its exposure to fluctuations in procurement costs, assets used in electricity production
prices of natural gas, electricity and oil products. and reservations of available transmission and storage
Commodity derivatives (natural gas, oil and electricity) consist capacity not required to supply customers are
mainly of swaps, futures and options set up to manage price risk systematically valued on the market.
within the scope of the trading activities of ENGIE SA. These The exposure to commodity price risk on these commercial
instruments are traded with third parties by the Company's transactions is managed and monitored as follows:
specialized subsidiaries, ENGIE Global Markets and ENGIE • pass-through mechanisms are applied in determining
Energy Management on organized or over-the-counter markets. (i) sale prices for eligible customers, and (ii) regulated rates;
These derivatives are contracted to manage risks arising on: • the margin on fixed-price sale contracts or contracts
• price engineering transactions designed to meet the indexed by financial swaps is hedged.
growing demand among customers for tight controls on gas Depending on the nature of the hedged items, gains and
and electricity price risk. These products are primarily losses on these transactions are recognized either in revenue
intended to guarantee a commercial margin regardless of or in energy purchase cost.
trends in the commodity indexes included in the prices
There is a time lag between the impact of changes in
offered to customers, even when they differ from the
commodity prices on procurement costs and their
commodity indexes to which ENGIE SA purchases are
repercussion on sales prices, reflecting mainly the effect of
pegged. Options (calls and puts) are set up to guarantee
rolling averages and the inventory stocking/run-down cycle.
maximum and minimum prices;

17.2.2.1 Instruments not recognized as hedges

Fair value at Notional
In GWh by maturity
Dec. 31, 2020 amount at
1 year < x In millions (in millions Dec. 31, 2019
x < 1 year < 2 years x > 2 years of euros of euros) (in GWh)
SWAPS (long position)
Natural gas 196,703 17,569 16,357 368 155 218,409
Oil-based products 18,686 11,699 12,295 134 (133) 17,281
Electricity 5 - - 4 (3) 521
CER EUA – CO2 (1)
- - - - - -
SWAPS (short position)
Natural gas (188,050) (9,094) (6,104) (356) (172) (191,229)
Oil-based products (8,326) (4,560) (3,670) (8) (7) (6,149)
Electricity (1,613) (2,739) (803) (228) (1) (3,013)
CER EUA – CO2 (1)
- - - - - -
OPTIONS (long position)
Natural gas 1,490 - - (1) (1) 33,871
Oil-based products - - - - - 5,574
Electricity - - - - - -
OPTIONS (short position)
Natural gas - - - - - (49,497)
Oil-based products - - - - - (5,574)
Electricity - - - - - -
(1) In kg of CO2 quotas
17.2.2.2 Instruments recognized as hedges

Hedge accounting is not used in ENGIE SA’s parent company financial statements.
17.2.2.3 Physical delivery contracts

Fair value at Notional
In GWh by maturity
Dec. 31, 2020 amount at
1 year < x In millions (in millions Dec. 31, 2019
x < 1 year < 2 years x > 2 years of euros of euros) (in GWh)
Forwards (long position)
Natural gas 1,239,282 359,924 128,721 29,693 603 2,607,348
Oil-based products - - - - - -
Electricity 29,697 19,148 48,576 4,780 545 95,046
CER EUA – CO2 (1) - - - - - -
Forwards (short position)
Natural gas (1,256,891) (345,140) (150,066) (30,254) (505) (2,551,467)
Oil-based products - - - - - -
Electricity (35,953) (4,363) (6,658) (1,609) (433) (54,334)
CER EUA – CO2 (1) - - - - - -
Options (long position)
Natural gas 3,022 - - 25 41 26,315
Oil-based products - - - 6 2 -
Electricity 121 1,564 539 17 3 1,603
Options (short position) - - - - - -
Natural gas - - - (52) (78) (24,419)
Oil-based products - - - (9) (6) -
Electricity 10,482 1,006 1,905 (78) (254) (7,556)
(1) In kg of CO2 quotas

17.3 Insurance of eligible risks

ENGIE SA systematically transfers all material risks based on To ensure a consistent approach, insurance policies are
an identification of risks eligible for insurance – particularly managed at Group level. As a result, new projects developed
relating to Company assets and damages caused to third by subsidiaries can be incorporated within existing policies to
parties. Insurance policies offer extensive coverage in order enable the parent company to fully assume its role for its
to limit the financial impact of any claims on the Group’s majority-owned subsidiaries.
accounts.
NOTE 18 Pensions and other employee benefit obligations

Overview of obligations
EGI sector plan Non-EGI sector plan Total

Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
In millions of euros 2020 (1) 2019 2020 2019 2020 2019
Pension benefits 2,480 2,233 297 296 2,777 2,529
Pension plan 2,480 2,233 297 296 2,777 2,529
End-of-career and other post- 286 283 27 27 313 310
employment benefits
Reduced energy and water prices 145 157 5 5 150 162
End-of-career indemnities 54 52 - - 54 52
Immediate bereavement benefits 71 59 - - 71 59
Other (2) 16 15 22 22 38 37
Other employee benefits 94 85 - - 94 85
Disability benefits and other 86 77 - - 86 77
Long-service awards 8 8 - - 8 8
TOTAL 2,861 2,601 324 323 3,184 2,925
(1) Including €113 million covered by a provision in the parent company financial statements (see Note 18.4)
(2) Indemnities for the partial reimbursement of educational expenses, exceptional end-of-career vacation and the former
SUEZ supplementary healthcare plan
Actuarial assumptions
The actuarial assumptions were determined together with independent actuaries. Weighted discount rates for the main actuarial
assumptions are presented below:
Other post-
Pension benefit employment benefit Long-term benefit Total benefit
obligations obligations obligations obligations
EGI sector plan 2020 2019 2020 2019 2020 2019 2020 2019
Discount rate 0.79% 1.31% 0.78% 1.31% 0.52% 1.01% 0.72% 1.24%
Inflation rate 1.82% 1.78% 1.82% 1.78% 1.82% 1.78% 1.82% 1.78%
Average remaining 21 years 20 years 21 years 20 years 21 years 20 years 21 years 20 years
working years of
participating employees
Other post-
Non-EGI sector
planFormer SUEZ 2020 2019 2020 2019 2020 2019 2020 2019
Discount rate 0.55% 0.92% - - - - 0.55% 0.92%
Inflation rate 1.80% 1.78% - - - - 1.80% 1.78%
Average remaining
working years of

Other post-
Non-EGI sector plan
Former Cie Financière 2020 2019 2020 2019 2020 2019 2020 2019
Discount rate 0.80% 0.92% - - - - 0.80% 0.92%
Inflation rate 1.80% 1.78% - - - - 1.80% 1.78%
Average remaining
working years of
According to the Group’s estimates, a 1% increase or decrease in the discount rate would result in a change of 20% in the
projected benefit obligation.
18.1 Pensions
The main defined-benefit plans operated by ENGIE SA French government order No. 2019-697 on top-up pension plans,
comprise: which was published on July 4, 2019 pursuant to the European
• pensions falling within the scope of the special plan for Directive of April 16, 2014, abolished the defined-benefit
companies belonging to the electricity and gas industries pension plans governed by Article L.137-11 of the French Social
sector (“EGI”); Security Code (known as “Article 39 plans”), froze the rights of
existing members and closed the plans to any new members as
• pension plans taken over following the merger of SUEZ into
of that date.
ENGIE SA:
— the 1953 supplementary pension plan, closed since Following the plan’s closure and crystallization of rights
December 31, 1988, accrued in 2019, in 2020 the Group transferred the rights of
beneficiaries, including Executive Committee members, to a
— plans operated by the former Compagnie de SUEZ
defined contribution plan (known as an “Article 82” plan).
(annuity plans based on endofcareer salaries),
— supplementary pension plans for senior managers
operated by all water companies (annuity plans based on
endofcareer salaries).
EGI sector pension plan

Salaried employees and retirees of EGI sector companies have Unregulated past specific benefits (at December 31, 2004) are
been fully affiliated to the Caisse Nationale des Industries funded by EGI sector entities to the extent defined
Électriques et Gazières (CNIEG) since January 1, 2005. The by Decree No. 2005-322 of April 5, 2005. For ENGIE SA, this
CNIEG is a private welfare body placed under the joint funding obligation represents 3.25% of the past specific
responsibility of the ministries in charge of social security benefit obligations of all EGI sector companies.
and the budget. The conditions for calculating benefit The specific benefits vested under the plan since January 1, 2005
entitlements under the EGI plan are set out in the national are wholly financed by EGI sector companies in proportion to
statute for EGI sector employees (Decree of June 22, 1946) their respective share of the electricity and gas market as
and determined by the government. By law, companies measured in terms of total payroll costs.
cannot amend any of these conditions.
Calculation of pension obligations

ENGIE SA's pension obligations are calculated using a The obligations are calculated as follows:
yield-to-maturity method in line with ANC Recommendation 2013-02 • based on the rights vested at the measurement date, under
of November 7, 2013. The method used is known as the both the EGI plan and statutory pension plans;
projected unit credit method and is based on assumptions
• for all active and retired employees in the EGI sector, and
regarding end-of-career salaries, retirement ages, changes in
all employees and eligible beneficiaries for former SUEZ
the population of retired employees and payment of benefits
plans;
to surviving spouses.
• actuarial gains and losses are recognized immediately.
18.2 Other employee benefit obligations

Benefits payable to active and retired employees of EGI — temporary and permanent disability allowances,
sector companies (excluding pensions) are described below: — long-service awards,
• post-employment benefits: — asbestos benefit.
— reduced energy prices, Retired employees of former SUEZ are eligible for post-employment
— end-of-career indemnities, benefits consisting of a cash contribution to the costs of their
— exceptional end-of-career vacation, water supply and complementary healthcare insurance.
— death in service benefits (régime des capitaux décès), The obligation is calculated using the projected unit credit
— assistance with educational expenses; method.
• long-term benefits: The Group's main obligations are described below.
— allowances for occupational accidents and illnesses,

18.2.1 Reduced energy prices

Under Article 28 of the national statute for EGI sector The amount of the obligation regarding gas supplied to
personnel, all current and former employees are entitled to ENGIE SA and EDF employees corresponds to the likely
benefits in kind which take the form of energy. This benefit present value of the power (kWh) supplied to the employees
entitles employees to electricity and gas supplies at a reduced or their dependents during the retirement phase, assessed
price. based on the unit cost of the energy. The amount of the
obligation also takes account of the likely value of the price
of the energy exchange agreement with EDF.
18.2.2 End-of-career indemnities

As of July 1, 2008, retiring employees (or their dependents end-of-career indemnities which increase in line with the
in the event of death during active service) are entitled to length-of-service within the EGI sector.
18.2.3 Allowances for occupational accidents and illnesses

Like other employees under the standard pension plan, EGI The amount of the obligation corresponds to the likely
sector employees are entitled to compensation for accidents present value of the benefits to be paid to current
at work and other occupational illnesses. These benefits cover beneficiaries, taking into account any reversionary annuities.
all employees or the dependents of employees who die as a
result of occupational accidents or illnesses, or injuries
suffered on the way to work.
18.3 Change in present value of benefit obligations

EGI sector plan Non-EGI sector plan
End-of- End-of-
career and career and
other post- other post-
benefits benefits benefits benefits benefits benefits Total
In millions of euros 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Present value of benefit 2,233 2,015 283 276 85 79 297 281 26 27 - - 2,924 2,679
Impact of mergers - - - - - - - - - - - - - -
and spin-offs
Past service cost: plan - - - - - - - - - - - - - -
amendments
Current service cost 27 26 8 7 12 12 - - - - - - 46 44
Interest cost 26 39 4 6 1 1 3 4 - - - - 34 51
Actuarial gains and losses:
• due to financial 262 248 17 45 6 6 38 10 1 1 - - 324 310
assumption changes
• due to demographic - (18) - (10) - (4) - - - - - - - (32)
assumption changes
• due to experience 16 12 (16) (41) (2) (2) - - - - - - (2) (31)
adjustments
Benefits paid under all plans (84) (89) (10) - (8) (7) (15) (9) (2) (2) - - (119) (106)
(funded and unfunded) (1)
Other - - - - - - (25) 9 - - - - (25) 9
Present value of benefit 2,480 2,233 286 283 94 85 297 297 27 26 - - 3,184 2,924
obligation at December 31
(1) The aggregate impact on income of benefits paid under all plans totaled €119 million in 2020 versus €106 million in 2019
18.4 Provisions
At year-end, ENGIE SA sets aside provisions in respect of are written back as and when the corresponding liabilities for
allowances for occupational accidents and illnesses, and which they were set aside at end-2007 are extinguished. No
temporary and permanent disability benefits for active further amounts are set aside to these provisions in respect of
employees, as well as for benefits due during employees’ active rights newly vested or the unwinding of discounting adjustments.
working lives (long-service awards and exceptional end-of-career At December 31, 2020, ENGIE SA booked provisions of
vacation). Provisions for pensions and other employee benefit €113 million compared to €103 million at end-2019,
obligations transferred by SUEZ at the time of the 2008 merger representing an increase of €10 million in employee-related
are also recognized by ENGIE SA in liabilities. These provisions provisions.

Changes in provisions for employee benefit obligations

End-of- End-of-
benefits (1) benefits (2) benefits (3) benefits (1) benefits (2) benefits (3) Total
Present value of benefit - - 13 12 85 79 5 6 - 1 - - 103 98
(provisioned)
Impact of mergers - - - - - - - - - - - - - -
and spin-offs
Current service cost - - 1 1 12 12 - - - - - - 13 13
Interest cost - - - - 1 1 - - - - - - 1 1
Actuarial gains and losses:
• due to financial - - 1 1 6 6 - - - - - - 7 7
assumption changes
• due to demographic - - - - - (5) - - - - - - - (5)
assumption changes
• due to experience - - - - (2) (2) - - - - - - (2) (2)
adjustments
Benefits paid under all plans - - (2) (1) (8) (7) - (1) - (1) - - (9) (10)
(funded and unfunded)
Other - - - - - 1 - - - - - - - -
Present value of benefit - - 14 13 94 85 5 5 - - - - 113 103
obligation at December 31
(provisioned)
(1) Excluding EGI sector companies in both 2020 and 2019
(2) Exceptional vacation (€14 million), complementary health insurance for retired former SUEZ employees (zero) and water bonus (zero)
in 2020
(3) Allowances for occupational accidents and illness (€53 million), temporary and permanent disability allowances (€30 million), asbestos
(€3 million) and long-service awards (€8 million)
18.5 Insurance contracts

ENGIE SA has taken out insurance contracts with several The value of these insurance contracts stood at
insurance firms to cover its obligations in respect of pensions €1,793 million at December 31, 2020 (€1,854 million at
and end-of-career indemnities. An amount of €81 million December 31, 2019).
was paid to these insurance firms in 2020.
18.6 Change in the fair value of plan assets

End-of- End-of-
benefits benefits benefits benefits benefits benefits Total
Fair value of plan assets 1,594 1,544 23 22 - - 237 209 - - - - 1,854 1,775
at January 1
Impact of mergers and - - - - - - - - - - - - - -
spin-offs
Expected return on plan 19 31 - - - - 2 4 - - - - 22 35
assets
Premiums net - - - - - - 10 1 - - - - 10 1
of handling fees
Actuarial gains and (6) 84 - 1 - - (6) 39 - - - - (12) 124
losses on plan assets
Benefits paid out of plan (64) (65) (1) - - - (15) (16) - - - - (80) (81)
assets
Fair value of plan assets 1,543 1,594 22 23 - - 228 237 - - - - 1,793 1,854
at December 31

Return on plan assets

End-of-career End-of-career
and other and other
post- post-
benefits benefits benefits benefits benefits benefits
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Actual return on plan assets 1.4% 8.8% 1.4% 8.8% - - 3.2% 2.9% - - - -
The actual return on EGI sector plan assets was 1.44% in 2020.
The actual return on non-EGI sector plan assets was 3.15% in 2020.
The allocation of plan assets by principal asset category can be analyzed as follows:

2020 2019 2020 2019
Equities 30% 30% 9% 9%
Bonds 63% 65% 82% 82%
Other (including money market securities) 7% 5% 9% 9%
100% 100% 100% 100%
Collective life insurance policies contracted with insurers to Based on unit-linked contracts attributable to ENGIE SA, the
cover employee-related liabilities under the EGI sector plan portion of plan assets invested in financial instruments issued
are unit-linked. These contracts are available to ENGIE SA and by ENGIE SA amounted to €12 million at December 31, 2020,
to Group subsidiaries belonging to the “Group employee representing less than 1% of the total value of the fund at
benefits management agreement”. A small portion of these that date. Plan assets are not invested in properties occupied
contracts may be invested in financial instruments issued by by ENGIE SA or in other assets used by ENGIE SA.
ENGIE SA, mainly equities.
18.7 Supplementary defined-contribution plan

Employees eligible for the EGI plan also benefit from an additional defined-contribution plan set up in 2009. Employer
contributions paid in respect of this scheme totaled €5 million in 2020 and €4.8 million in 2019.
NOTE 19 Legal and anti-trust proceedings
19.1 Concessions in Buenos Aires and Santa Fe

In 2003, ENGIE and its joint shareholders, water distribution in respect of the termination of the Santa Fe concession
concession operators in Buenos Aires and Santa Fe, initiated contracts. The Argentinean State sought the annulment of these
two arbitration proceedings against the Argentinean State awards. By decision dated May 5, 2017, the claim for the
before the International Center for Settlement of Investment annulment of the Buenos Aires award was rejected. The claim
Disputes (ICSID). The purpose of these proceedings was to to annul the award in the Santa Fe case was rejected by a
obtain compensation for the loss in value of investments decision dated December 14, 2018. Consequently, the two
made since the start of the concession, in accordance with ICSID awards, which are a step in the settlement of the dispute,
bilateral investment protection treaties. are now final.
As a reminder, prior to the stock market listing of SUEZ The Argentinean government and the various shareholders of
Environnement, ENGIE and SUEZ (formerly SUEZ Environnement) Aguas Argentinas entered into and implemented a settlement
entered into an agreement providing for the economic agreement in accordance with the arbitral award of
transfer to SUEZ of the rights and obligations relating to the April 9, 2015, handed down in respect of the water
ownership interests held by ENGIE in Aguas Argentinas and distribution and treatment concession contracts in Buenos
Aguas Provinciales de Santa Fe, including the rights and Aires. In accordance with the above-mentioned agreement
obligations resulting from the arbitration proceedings. concerning the economic transfer to SUEZ of ENGIE’s rights
On April 9, 2015, the ICSID ordered the Argentinean State to and obligations, SUEZ and its subsidiaries received
pay US$405 million in respect of the termination of the €224.1 million in cash. Furthermore, the December 14, 2018
Buenos Aires water distribution and treatment concession ruling pertaining to the water distribution and wastewater
contracts (including US$367 million to ENGIE and its treatment concessions granted to Aguas Provinciales de Santa
subsidiaries), and on December 4, 2015, to pay US$225 million Fe has yet to be applied.

19.2 Canvassing
EDF brought an action against ENGIE before the Nanterre ordered ENGIE to cease and desist from all parasitic business
Commercial Court on July 20, 2017, seeking €13.5 million in practices and disparagement to the detriment of EDF, subject
damages for alleged losses due to unfair competitive to a penalty of €10,000 for each infringement.
practices pursued by ENGIE mainly in its door-to-door On July 6, 2020, EDF asked the enforcement judge at the
canvassing campaigns. In its judgment of December 14, 2017, Nanterre Court to assess the penalty ordered by the Versailles
the court ordered ENGIE to pay EDF the sum of €150,000, Court of Appeal, seeking payment from ENGIE of the sum of
concluding that ENGIE was guilty of unfair competition but €106.89 million and a final penalty of €50,000 per infringement
acknowledging that there had been no disparagement of EDF for a period of one year. On December 11, 2020, the enforcement
and that ENGIE had set up training and control arrangements judge ordered ENGIE to pay EDF the sum of €230,000 and
for its partners. ordered a new provisional penalty of €15,000 per new
ENGIE appealed the judgment and EDF brought a cross-appeal infringement for a period of one year as of notification of the
seeking €94.7 million in damages for its alleged loss. The judgment by EDF.
Versailles Court of Appeal delivered its judgment on On December 22, 2020, EDF appealed the enforcement
March 12, 2019, ordering ENGIE to pay EDF €1 million. It also judge’s decision before the Versailles Court of Appeal.
19.3 Commissioning
Regarding the customer management services carried out on In light of this decision, ENGIE brought an action against
behalf of the grid manager in the electricity sector (in this case ENEDIS with the purpose of obtaining payment for these
ERDF, now ENEDIS), following proceedings brought by ENGIE, customer management services. The legislature has adopted a
in a decision of July 13, 2016, the Conseil d’État ruled that the decision that retroactively validates the agreements entered
principle whereby the grid manager pays compensation to the into with ENEDIS and precludes any request for compensation
supplier should apply. In the same decision, the Conseil d'État for unpaid customer management services. In a decision
denied the CRE the right to set a customer threshold beyond handed down on April 19, 2019, the Constitutional Court
which the compensation would not be payable, which ruled that this provision was constitutional. The proceedings
hitherto prevented ENGIE from receiving any compensation. against ENEDIS are still underway.
19.4 Withholding tax

In their tax deficiency notice dated December 22, 2008, the Conseil d’État by the two parties. Pursuant to an application for
French tax authorities questioned the tax treatment of the a priority preliminary ruling on the issue of constitutionality,
nonrecourse sale by SUEZ (now ENGIE) of a withholding tax on October 23, 2020, the Conseil d’État decided to seek a
(précompte) receivable in 2005 for an amount of €995 million preliminary ruling from the Court of Justice of the European
(receivable relating to the précompte paid in respect of the Union to ascertain whether Directive 90/435/EC of 1990
1999-2003 fiscal years). The Montreuil Administrative Court precludes the withholding of the précompte upon the
handed down a judgment in ENGIE’s favor in April 2019, redistribution by a parent company of dividends received
which led to the French tax authorities appealing the decision from subsidiaries established in the European Union.
before the Versailles Court of Appeal in May 2019. Furthermore, after ENGIE and several French groups lodged a
Exchanges of pleadings between the parties are currently complaint, on April 28, 2016, the European Commission
ongoing. issued a reasoned opinion to the French State as part of
Regarding the dispute over the précompte itself, on infringement proceedings, setting out its view that the
February 1, 2016, the Conseil d’État dismissed the appeal Conseil d’État did not comply with European Union law when
before the Court of Cassation seeking the repayment of the handing down decisions in disputes regarding the précompte,
précompte in respect of the 1999, 2000 and 2001 fiscal such as those involving ENGIE. On July 10, 2017, the
years. On June 23, 2020, the Versailles Administrative Court European Commission referred the matter to the Court of
of Appeal found in favor of ENGIE as regards the cases Justice of the European Union (CJEU) on the grounds of
seeking repayment of the précompte in respect of the 2002 France’s failure to comply. On October 4, 2018, the Court of
and 2003 fiscal years but rejected the case in respect of the Justice of the European Union ruled partially in favor of the
2004 fiscal year. As the 2002 and 2003 précompte European Commission. Following this decision, France must
receivables have been sold, the sums will be paid to the bank revisit its methodology in order to determine the précompte
that purchased them. The case has been referred to the repayment amounts in closed and pending court cases.
19.5 Planned construction of an LNG terminal in Uruguay

GNLS SA, a joint subsidiary of Marubeni and ENGIE, was Since GNLS had incurred significant losses as a result of the
selected in 2013 to build an offshore LNG terminal in termination of the contract, it filed a request for arbitration
Uruguay. On November 20, 2013, GNLS contracted out the on August 22, 2017 in accordance with the terms of the
design and construction of the terminal to Construtora contract providing for dispute resolution in Madrid by the ICC
OAS SA. Following a number of problems and defects, GNLS International Court of Arbitration, claiming a principal
terminated the contract in March 2015 and made use of its amount of US$373 million. OAS responded by summonsing
guarantees. OAS challenged the termination of the contract GNLS before the Montevideo Commercial Court, claiming
but did not take action against GNLS. OAS went bankrupt in US$311 million in damages. ENGIE was officially named as a
Uruguay on April 8, 2015. In September 2015, GNLS and the party to the proceedings on December 5, 2018. Both
authorities agreed to cancel the planned construction. proceedings are still pending.
On May 24, 2017, OAS and GNLS appeared before the
Uruguayan courts in a conciliation process at the request of
OAS. The conciliation process was unsuccessful. OAS then
threatened to call GNLS before the Uruguayan courts to claim
damages.

19.6 Sale of 29.9% of the capital of SUEZ to Veolia

In the context of the sale by ENGIE of 29.9% of the capital of representation bodies. ENGIE has acted within its rights in all
SUEZ to Veolia, on October 5, 2020, ENGIE was summonsed circumstances, has not violated any of its obligations and
to various proceedings, both in summary hearings or hearings there is no irregularity in the form or substance of the sale to
on the merits, and both in labor law and commercial law Veolia, which is now final, that is likely to affect the validity
matters. The main proceedings involved Veolia and SUEZ and thereof.
were initiated by SUEZ, acting alone or jointly with its staff
NOTE 20 Information concerning related parties

All material transactions between ENGIE SA and related parties were carried out on an arm's length basis. Accordingly, no
disclosures are required pursuant to the amending decree of Article R.123-198-11 of March 9, 2009.
Relations with the French State

The French State's interest in the Group at December 31, 2020 The golden share is granted to the French State indefinitely
was unchanged from the previous year at 23.64%. This entitles and entitles it to veto decisions taken by ENGIE if it considers
it to three of the 13 seats on the Board of Directors (one they could harm France’s interests.
director representing the State appointed by decree, and two Public service engagements in the energy sector are defined
directors appointed by the Shareholders’ Meeting at the by the law of January 3, 2003.
proposal of the French State).
Transmission rates on the GRTgaz transportation network and
The French State holds 33.19% of the theoretical voting rights the gas distribution network in France, as well as rates for
(33.39% of exercisable voting rights) compared with 33.67% accessing the French LNG terminals and revenues from
at end-2019. storage capacities, are all regulated.
On May 22, 2019, the PACTE act (“Action plan for business The Law on Energy and Climate passed on November 8, 2019
growth and transformation”) was passed, enabling the French will put an end to regulated gas tariffs and will restrict
State to dispose of its ENGIE shares without restriction. regulated electricity tariffs for consumers and small
In addition, the French State holds a golden share aimed at businesses. The final date for the discontinuation of regulated
protecting France’s critical interests and ensuring the gas tariffs is July 1, 2023.
continuity and safeguarding of supplies in the energy sector.
Relations with EDF

Following the creation on July 1, 2004 of the French gas and electricity distribution networks. Enedis SA (previously
electricity distribution network operator (EDF Gaz de France ERDF SA), a subsidiary of EDF SA, and GRDF SA, a subsidiary
Distribution), Gaz de France SA and EDF entered into an of ENGIE SA, were created on January 1, 2007 and
agreement on April 18, 2005 setting out their relationship as January 1, 2008, respectively, and act in accordance with the
regards the distribution business. The December 7, 2006 law agreement previously signed by the two incumbent operators.
on the energy sector reorganized the natural gas and
Relations with the CNIEG (Caisse Nationale des Industries Électriques et Gazières)
The Group’s relations with the CNIEG, which manages all old-age, death and disability benefits for active and retired employees of
the Group who belong to the special EGI pension plan, employees of EDF and Non-Nationalized Companies (Entreprises Non
Nationalisées – ENN), are described in Note 20 “Post-employment benefits and other long-term benefits” to the consolidated
NOTE 21 Compensation due to members of the Board of Directors

and Executive Committee
Total compensation (gross salary, bonuses, profit-sharing Following the plan’s closure and crystallization of rights
incentives and benefits in kind, including related employer accrued in 2019, in 2020 the Group transferred the rights of
contributions) paid to the Chief Executive, and members of beneficiaries, including Executive Committee members, to a
the Executive Committee came to €35 million for 2020. defined contribution plan (known as an “Article 82” plan).
French government order No. 2019-697 on top-up pension plans, Members of the Board of Directors elected by the
which was published on July 4, 2019 pursuant to the European Shareholders' Meeting, except for the corporate officers, the
Directive of April 16, 2014, abolished the defined-benefit pension Directors from the public sector appointed on the proposal of
plans governed by Article L.137-11 of the French Social Security the French State and the Director representing employees,
Code (known as “Article 39 plans”), froze the rights of existing received €0.8 million in attendance fees for 2020.
members and closed the plans to any new members as of
that date.

NOTE 22 Subsequent events

No significant subsequent events have occurred since the closing of the accounts at December 31, 2020.
6.4.3 Total and partial transfers of assets, subsidiaries, and equity investments
requiring statutory disclosure
This Note discloses crossings of thresholds of 10% and 50%, which correspond to the percentage holdings above which an entity
becomes, respectively, an equity investment and a subsidiary according to the French Commercial Code (Code du commerce).
Total and partial transfers of assets
Reclassification Net book value

% at % at within the Sale outside of shares sold Business
Dec. 31, 2019 Dec. 31, 2020 Group the Group (in euros) sector
Subsidiaries (1)
Equity investments (2)
SUEZ 32.06% 1.81% X 2,638,936,129 Services
CESAME EXADEBIT 28.6% 24.9% X 4,933 Research firm
(1) More than 50%-owned by ENGIE SA
(2) Less than 50%-owned by ENGIE SA
Total and partial purchases of assets
Reclassification Acquisition Net book value

% at % at within the outside the of shares held Business
Dec. 31, 2019 Dec. 31, 2020 Group Group (in euros) sector
Subsidiaries (1)
ENGIE - 100% X 40,000 Other
Investissement 84
GLAM - 51% X 510 Real estate
Equity investments (2) -
ARCHIPELS - 25% X 750,000 Digital
certification
(1) More than 50%-owned by ENGIE SA
(2) Less than 50%-owned by ENGIE SA

6.4.4 Five-year financial summary

2020 2019 2018 2017 2016
Capital at year-end
Share capital (in euros) 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011
Number of ordinary shares issued 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011 2,435,285,011
and outstanding
Maximum number of shares
to be issued:
• by converting bonds - - - - -
• by exercising stock options - - - - 4,775,429
Results of operations for the year
(in millions of euros)
Revenues, excluding VAT 19,272 17,282 27,833 20,585 17,939
Income before tax, employee profit- 1,444 378 2,960 2,431 245
sharing, depreciation, amortization,
provisions and transfer of concession
termination amortization
Income tax (negative figures = benefit) (532) (377) (549) (1,001) (672)
Employee profit-sharing and incentive - - - - -
payments for the year
Income after tax, employee profit- (3,928) (196) 1,102 1,421 448
Total dividends paid (including 1,291 - 2,718 1,700 2,416
on treasury shares)
Earnings per share (in euros)
Earnings per share after tax and 0.81 0.31 1.44 1.41 0.38
employee profit-sharing, but before
depreciation, amortization, provisions
and transfer of concession termination
amortization
Income after tax, employee profit- (1.61) (0.08) 0.45 0.58 0.18
Dividend per share (1) 0.53 - 1.12 0.70 1.00
Headcount
Average number of employees 4,477 4,534 4,400 4,873 5,182
during the year
Total payroll 283 273 289 317 332
Total employee benefit obligations 239 197 362 269 256
paid (social security taxes and
contributions to pension plans,
welfare plans, etc.)
(1) Subject to approval by the Board of Directors
Shareholders at the AGM held to approve the 2020 financial On April 1, 2020, the Board of Directors decided not to
statements will be asked to approve a dividend of €0.53 per recommend the payment of a dividend in respect of 2019
share, representing a total amount of €1,291 million, based due to the health and economic crisis. This decision was
on the number of outstanding shares at December 31, 2020. approved by the Shareholders’ Meeting of May 14, 2020.
The dividend per share will be increased by 10% for all
shares held by the same person for more than two years as
of December 31, 2020 provided they are still held on the
dividend payment date.

6.5 Statutory auditors’ report on the financial statements

This is a translation into English of the statutory auditors’ Independence
report on the financial statements of the Company issued in
We conducted our audit engagement in compliance with
French and it is provided solely for the convenience of English
independence requirements of the French Commercial Code
speaking users. This statutory auditors’ report includes
(Code de commerce) and the French Code of Ethics (Code de
information required by European regulation and French law,
déontologie) for statutory auditors for the period from
such as information about the appointment of the statutory
Jannuary 1, 2020 to the date of our report and specifically
auditors or verification of the management report and other
we did not provide any prohibited non-audit services
documents provided to the shareholders. This report should be
referred to in Article 5(1) of Regulation (EU) No 537/2014.
read in conjunction with, and construed in accordance with,
French law and professional auditing standards applicable
in France.
Justification of Assessments – Key Audit Matters
Year ended December 31, 2020
Due to the global crisis related to the Covid-19 pandemic, the
To the Shareholders’ Meeting of ENGIE, financial statements of this period have been prepared and
audited under specific conditions. Indeed, this crisis and the
exceptional measures taken in the context of the state of
sanitary emergency have had numerous consequences for
Opinion companies, particularly on their operations and their
In compliance with the engagement entrusted to us by your financing, and have led to greater uncertainties on their
Shareholders’ Meeting, we have audited the accompanying future prospects. Those measures, such as travel restrictions
financial statements of ENGIE for the year ended and remote working, have also had an impact on the
December 31, 2020. companies' internal organization and the performance of the
audits.
In our opinion, the financial statements give a true and fair
view of the assets and liabilities and of the financial position It is in this complex and evolving context that, in accordance
of the Company as at December 31, 2020 and of the results with the requirements of Articles L. 823-9 and R. 823-7 of
of its operations for the year then ended in accordance with the French Commercial Code (Code de commerce) relating to
French accounting principles. the justification of our assessments, we inform you of the key
audit matters relating to risks of material misstatement that,
The audit opinion expressed above is consistent with our
in our professional judgment, were of most significance in our
report to the Audit Committee.
audit of the financial statements of the current period, as
well as how we addressed those risks.
These matters were addressed in the context of our audit of
Basis for Opinion the financial statements as a whole and in forming our
opinion thereon, and we do not provide a separate opinion on
Audit Framework specific items of the financial statements.
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Our responsibilities under those standards are further
described in the Statutory Auditors’ Responsibilities for the
Audit of the Financial Statements section of our report.

Estimate of the unbilled and un-metered revenues (energy in the meter)

[notes 1 and 13.1 of the notes to the financial statements]

Your Company uses an estimate in revenue, relating to the Our procedures mainly consisted in:
sales on networks generated from customers whose energy • considering the procedures implemented by your company
consumption is metered during the accounting period. Indeed, about the billing process, and the process enabling the
the final allocations are sometimes only known several months reliability of the estimate about the energy in the metered
down the line, which means that revenue figures are only an revenue;
estimate. As of December 31, 2020, the receivables relating to
• assessing the models used by your company and investigate
the energy in the meter (gas and electricity un-metered and
the modality of the computation for the estimated volumes;
unbilled revenue) amount to 1,538 million of euros.
we include a specialist in algorithm in our audit team.
These receivables are determined on the basis of a method
taking into account an estimate of customer consumption, based We also:
on their last invoice or their last unbilled reading consistent • compared the information about the volume determined by
with the allocation of the distribution network operator over the your company with the metering data provided by the grid
same period, using measurement and modeling tools developed operators;
by the Group.
• controlled that the methods for calculating the average price
The volumes are measured at the average energy price, which applicable to volumes delivered and not recorded over the
takes account of the category of customers and the age of the period correctly take into account the age of metered energy
energy in the meter. and the different types of customers;
Given the amounts at stakes and the sensitivity of the estimate • analyzed the consistency of the volumes committed in the
to the assumptions of volumes and average energy prices employment operations (sales, injections and stocks) and
used, we have considered the estimate of the share of revenue with the energy resources (purchases, withdrawals and
delivered and not recorded at the closing date as a key point stocks) on the networks;
of the audit.
• assessed the regular clearance of the metered energy during
the period;
• assessed the anteriority of the metered energy at the closing
date
Finally, we have assessed the appropriateness of the information
given in the notes to the annual accounts.

Measurement of equity investments

[notes 1 and 4 of the notes to the financial statements]

Equity investments totaled €72,497 million as of December 31, 2020 We assessed Management’s procedures for approving estimates.
(€60,323 million in net value). We examined the main data and key assumptions used to
Newly-acquired equity investments are recognized at purchase determine the values in use, assessed the sensitivity of
price plus directly attributable transaction fees. measurements to these assumptions and verified the calculations
As indicated in the section “Financial fixed assets”, Note 1 to made by your company with, the support of our valuation
the financial statements, equity investments which ENGIE specialists. Our work mainly consisted in:
intends to hold on a long-term basis are written down if their • examining the measurement methods used to estimate
value in use has fallen below their book value, including the values in use;
allocated technical losses. • assessing the consistency of assumptions with your Group’s
Value in use is determined by reference to the intrinsic value long-term reference scenarios (trends in electricity and gas
which corresponds to restated net assets plus unrealized gains prices and demand, price of CO2, coal and oil, inflation) with
for investment entities, or the yield value which corresponds external studies carried out by international organizations or
to the average of the last twenty stock market prices of the energy experts;
period for listed entities, or expected cash flows or dividends • assessing the consistency of the operational and regulatory
(“Discounted Cash Flow” or “Dividend Discount Model”) of assumptions used to prepare cash flow forecasts for each of
operating entities, and by taking into account any currency the entities in the scope;
hedges.
• examining the discount rates for which we have verified the
As indicated in Note 4.2, expected cash flows are drawn from determination methods and the consistency with the
the 2021 budget and 2022-2023 medium-term business plan underlying market assumptions, using internal specialists;
approved by the Executive Committee and the Board of Directors
and beyond this period, extrapolated future cash flow projections • Regarding the methods for determining cash flow forecasts,
are determined on the basis of macroeconomic assumptions our work consisted in:
(inflation, exchange rates and growth rates) and price projections • assessing the consistency of the basic data with the
featured in your Group’s reference scenario for 2024-2040 budget, the medium-term business plan and beyond, the
approved by the Executive Committee in December 2020. Group’s long-term scenario;
As mentioned in Note 4.2, the impairment recognized in 2020 • assessing the consistency with past performances and
for €5,408 million mainly covers the equity investments in market outlook.
Electrabel (€5,186 million).
• assessing the appropriateness of the disclosure given in the
The measurement of equity investments is considered a key notes to the financial statements.
audit matter given their importance on the balance sheet
(72% of total assets) and due to the judgments necessary to
estimate their value in use, in a context which remains sensitive
to changes in the energy markets and the consequences of
which make it difficult to apprehend the medium-term economic
outlook.
Valuation for provisions relating to commercial litigations, claims and tax risks
[notes 1, 10 and 19 of the notes to the financial statements]

Your company is party to a number of legal and anti-trust Our audit procedures mainly consisted in:
proceedings with third parties or with legal and / or administrative • examining the procedures implemented by your company in
authorities, including tax authorities, investigations before state order to identify all the litigations and risk exposures;
courts, arbitral tribunals or regulated authorities, in the normal
• assessing the analysis of the probability of occurrence
course of its business.
performed by your company, as well as the assumptions used,
The main disputes and investigations are recognized as and the supporting documentation with, if any, consultations
liabilities or give rise to contingent liabilities, described in the received by third parties, as well as confirmations obtained
note 19 to the financial statements. from the requests we sent them. We have recourse to our
We have considered the valuation for provisions relating to experts for the most complex analysis;
commercial litigations, claims and tax risks as a key audit • assessing the appropriateness of the disclosure given in the
matter, provided the amounts at stake and the judgement notes to the financial statements;
required to determine the provisions for commercial litigations,
claims and tax risks, due to the regulatory context and the • and to follow up on the main discussions between the
continuously changing market environment. Company and with the various stakeholders in the various
disputes and risks.

Specific verifications Monetary and Financial Code (Code monétaire et financier),

prepared under the responsibility of the Chief Executive
We have also performed, in accordance with professional Officer, complies with the single electronic format defined in
standards applicable in France, the specific verifications the European Delegated Regulation No 2019/815 of
required by laws and regulations. 17 December 2018.
Based on the work we have performed, we conclude that the
Information given in the management report and presentation of the financial statements intended to be
included in the annual financial report complies, in all
in the other documents with respect to the financial material respects, with the European single electronic format.
position and the financial statements provided to
We have no responsibility to verify that the financial
the shareholders statements that will ultimately be included by your company
We have no matters to report as to the fair presentation and in the annual financial report filed with the AMF are in
the consistency with the financial statements of the agreement with those on which we have performed our work.
information given in the management report of the Board of
Directors and in the other documents with respect to the
financial position and the financial statements provided to Appointment of the Statutory Auditors
the shareholders. We were appointed as statutory auditors of ENGIE by the
We attest the fair presentation and the consistency with the Shareholder’s Meeting held on May 19, 2008 for ERNST &
financial statements of the information relating to payment YOUNG et Autres and on July 16, 2008 for DELOITTE &
deadlines mentioned in Article D. 441-6 of the French ASSOCIES.
Commercial Code (Code de commerce). As of December 31, 2020, our firms were in the thirteenth
year of total uninterrupted engagement.
Report on Corporate Governance Previously, ERNST & YOUNG Audit was statutory auditor
between 1995 and 2007.
We attest that the Board of Directors’ Report on Corporate
Governance sets out the information required by Articles
L. 225-37-4, L. 22-10-10 et L. 22-10-9 of the French
Commercial Code (Code de commerce). Responsibilities of Management and Those Charged
Concerning the information given in accordance with the with Governance for the Financial Statements
requirements of Article L. 22-10-9 of the French Commercial Management is responsible for the preparation and fair
Code (Code de commerce) relating to remunerations and presentation of the financial statements in accordance with
benefits received by, or allocated to the directors and any French accounting principles and for such internal control as
other commitments made in their favor, we have verified its Management determines is necessary to enable the
consistency with the financial statements, or with the preparation of financial statements that are free from
underlying information used to prepare these financial material misstatement, whether due to fraud or error.
statements and, where applicable, with the information
obtained by your Company from companies controlled In preparing the financial statements, Management is
thereby, included in the consolidation scope. Based on these responsible for assessing the Company’s ability to continue as
procedures, we attest the accuracy and fair presentation of a going concern, disclosing, as applicable, matters related to
this information. going concern and using the going concern basis of
accounting unless it is expected to liquidate the Company or
With respect to the information relating to items that your to cease operations.
Company considered likely to have an impact in the event of
a takeover bid or exchange offer, provided pursuant to The Audit Committee is responsible for monitoring the
Article L. 22-10-11 of the French Commercial Code (Code de financial reporting process and the effectiveness of internal
commerce), we have agreed this information to the source control and risks management systems and where applicable,
documents communicated to us. Based on these procedures, its internal audit, regarding the accounting and financial
we have no observations to make on this information. reporting procedures.
The financial statements were approved by the Board of
Directors.
Other information
In accordance with French law, we have verified that the
required information concerning the purchase of investments Statutory Auditors’ Responsibilities for the Audit
and controlling interests and the identity of the shareholders of the Financial Statements
and holders of the voting rights has been properly disclosed
in the management report.
Objectives and audit approach
Our role is to issue a report on the financial statements. Our
objective is to obtain reasonable assurance about whether the
Report on Other Legal and Regulatory
financial statements as a whole are free from material
Requirements misstatement. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance
Format of presentation of the financial statements with professional standards will always detect a material
intended to be included in the annual financial report misstatement when it exists. Misstatements can arise from fraud
We have also verified, in accordance with the professional or error and are considered material if, individually or in the
standard applicable in France relating to the procedures aggregate, they could reasonably be expected to influence the
performed by the statutory auditor relating to the annual and economic decisions of users taken on the basis of these financial
consolidated financial statements presented in the European statements.
single electronic format, that the presentation of the financial As specified in Article L. 823-10-1 of the French Commercial
statements intended to be included in the annual financial Code (Code de commerce), our statutory audit does not include
report mentioned in Article L. 451-1-2, I of the French assurance on the viability of the Company or the quality of
management of the affairs of the Company.

As part of an audit conducted in accordance with professional related disclosures in the financial statements or, if such
standards applicable in France, the statutory auditor exercises disclosures are not provided or inadequate, to modify the
professional judgment throughout the audit and furthermore: opinion expressed therein.
• Identifies and assesses the risks of material misstatement • Evaluates the overall presentation of the financial statements
of the financial statements, whether due to fraud or error, and assesses whether these statements represent the
designs and performs audit procedures responsive to those underlying transactions and events in a manner that achieves
risks, and obtains audit evidence considered to be fair presentation.
sufficient and appropriate to provide a basis for his
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from Report to the Audit Committee
error, as fraud may involve collusion, forgery, intentional We submit to the Audit Committee a report which includes in
omissions, misrepresentations, or the override of internal particular a description of the scope of the audit and the
control. audit program implemented, as well as the results of our
• Obtains an understanding of internal control relevant to audit. We also report, if any, significant deficiencies in
the audit in order to design audit procedures that are internal control regarding the accounting and financial
appropriate in the circumstances, but not for the purpose reporting procedures that we have identified.
of expressing an opinion on the effectiveness of the Our report to the Audit Committee includes the risks of
internal control. material misstatement that, in our professional judgment,
• Evaluates the appropriateness of accounting policies used were of most significance in the audit of the financial
and the reasonableness of accounting estimates and related statements of the current period and which are therefore the
disclosures made by Management in the financial key audit matters that we are required to describe in this
statements. report.
• Assesses the appropriateness of Management’s use of the We also provide the Audit Committee with the declaration
going concern basis of accounting and, based on the audit provided for in Article 6 of Regulation (EU) No 537/2014,
evidence obtained, whether a material uncertainty exists confirming our independence within the meaning of the rules
related to events or conditions that may cast significant applicable in France such as they are set in particular by
doubt on the Company’s ability to continue as a going Articles L. 822-10 to L. 822-14 of the French Commercial
concern. This assessment is based on the audit evidence Code (Code de commerce) and in the French Code of Ethics
obtained up to the date of his audit report. However, future (code de déontologie) for statutory auditors. Where
events or conditions may cause the Company to cease to appropriate, we discuss with the Audit Committee the risks
continue as a going concern. If the statutory auditor that may reasonably be thought to bear on our independence,
concludes that a material uncertainty exists, there is a and the related safeguards.
requirement to draw attention in the audit report to the
Paris-La-Défense, March 12, 2021

French original signed by

Additional information
7
7.1 General information on ENGIE 7.3 Litigation and arbitration 386
and its bylaws 384
7.4 Public documents 386
7.1.1 Company name and trading name 384
7.1.2 Registration place 7.5 Party responsible for the Universal
and number and LEI 384 registration document 386
7.1.3 Date of incorporation and term 384
7.6 Conversion table 387
7.1.4 Registered office, legal form,
legislation, address and website 384 7.7 Units of Measurement 387
7.1.5 Corporate Objective 384
7.8 Short forms and acronyms 388
7.1.6 ENGIE's Purpose 385
7.1.7 Fiscal year 385 7.9 Glossary 389
7.2 Material contracts 385 7.10 Comparison table 392
7.2.1 Contracts finalized in 2019 385
7.2.2 Contracts in progress
at the end of fiscal year 2019 385
7.2.3 Contracts signed post-closing 2019 385
7.2.4 Contracts finalized in 2020 385
7.2.5 Contracts in progress
at the end of fiscal year 2020 385
7.2.6 Contracts signed post-closing 2020 385
7.2.7 Borrowing and financing contracts 385

7 Additional information
7.1 General information on ENGIE and its bylaws
7.1 General information on ENGIE and its bylaws

7.1.1 Company name and trading name
The company name and trading name of the Company is: ENGIE.
7.1.2 Registration place and number and LEI

ENGIE is registered in the Nanterre Trade and Companies Register under number 542 107 651.
Its APE (principal activity) code is 3523Z.
Its legal entity identifier (LEI) is: LAXUQCHT4FH58LRZDY46.
The name of the stock is ENGIE and its ticker symbol is “ENGI”.
7.1.3 Date of incorporation and term

The Company’s term will end on November 17, 2103, unless it is dissolved early or the term is extended.
7.1.4 Registered office, legal form, legislation, address and website

The registered office is located at: 1, place Samuel de The information provided on the Company’s website does not
Champlain 92400 Courbevoie, France. form an integral part of this document, unless it is
Telephone number of registered office: +33 1 44 22 00 00 incorporated by reference.
Website: www.engie.com ENGIE is a public limited company with a Board of Directors,
governed by the legislative and regulatory provisions
applicable to commercial limited companies, subject to
specific laws governing the Company, and by its bylaws.
7.1.5 Corporate Objective

Pursuant to Article 2.2 of the Articles of Association, ENGIE’s • create, acquire, lease, take under lease-management all
Objective is the management and development of its current furnishings, buildings and businesses, lease, install and
and future tangible and intangible assets, in France and operate all establishments and businesses relating to one
abroad, by all means and especially to: of the aforementioned purposes;
• prospect, produce, process, import, export, purchase, • register, acquire, operate, grant or sell all processes,
transport, store, distribute, supply and market natural gas patents and patent licenses relating to the activities
of any kind, in all its forms, and electricity, as well as other connected with one of the aforementioned objects;
forms of energy; • obtain, acquire, rent and operate, mainly via subsidiaries
• conduct trading in any energy, particularly natural gas and and holdings, all concessions and undertakings relating to
electricity; the supply of drinking water to towns or water to industry,
• supply to any type of customer services related directly or the evacuation and purification of waste water, drainage
indirectly to the aforementioned activities, including and wastewater treatment operations, irrigation and
specific services to facilitate the energy transition; transport, protection and pondage structures as well as all
sales and service activities to public authorities and
• perform the public service missions assigned to it by the
individuals in the development of towns and the
laws and regulations in force, particularly the Energy Code;
management of the environment;
• study, design and implement all projects and all public or
• and in general to carry out all industrial, commercial,
private work on behalf of any local authorities, companies
financial, personal property or real estate operations and
and individuals; prepare and sign all treaties, public and
activities of any kind, including services, in particular
private contracts relating to the execution of said projects
insurance intermediation, acting as an agent or delegated
and work;
agent in a complementary, independent or research
• participate directly or indirectly in all operations or position; these operations and activities being directly or
activities of any kind that may be related to one of the indirectly related, in whole or in part, to any one of the
aforementioned purposes, or which could ensure the aforementioned objects, to any similar, complementary or
development of the corporate holdings, including research related objects and to those that may further the
and engineering activities, via the formation of companies development of the Company’s business.
or new businesses, contribution, subscription or sales of
securities or corporate rights, acquisitions of interests and
stakes, in any form, in all existing or future businesses or
companies, merger, association, or in any other manner;

7.2 Material contracts
7.1.6 Purpose
Pursuant to Article 2.1 of the Articles of Association, the together the company, its employees, customers and
purpose of ENGIE is to act to accelerate the transition to a shareholders and reconciles economic performance and
carbon-neutral economy, through low-energy solutions that positive impact on people and the planet. ENGIE’s action is
are more respectful of the environment. This purpose brings assessed in its entirety and over time.
7.1.7 Fiscal year

The Company’s fiscal year lasts for 12 months, starting on January 1 and ending on December 31 of each year.
7.2 Material contracts

The Group’s main contracts, other than contracts concluded in the ordinary course of business, are as follows:
7.2.1 Contracts finalized in 2019

Contract to acquire a 90% interest in Transportadora Associada de Gás S.A. (TAG) in Brazil – see Section 6.2 Consolidated financial
statements, Note 4.3.1 of the 2019 Universal registration document.
7.2.2 Contracts in progress at the end of fiscal year 2019

Contract to acquire, via a consortium in partnership with Contract to acquire the remaining 10% interest in
Crédit Agricole Assurances and Mirova (a subsidiary of Transportadora Associada de Gás S.A. (TAG) in Brazil – see
Natixis Investment Managers), the hydroelectric portfolio of Section 6.2 Consolidated financial statements, Note 4.4.
1.7 GW of EDP in Portugal – see Section 6.2 Consolidated
financial statements, Note 4.4.
7.2.3 Contracts signed post-closing 2019

None.
7.2.4 Contracts finalized in 2020

Contract for the sale of a 29.9% interest in SUEZ – see Section 6.2 Consolidated financial statements, Note 4.1.2.
7.2.5 Contracts in progress at the end of fiscal year 2020

None.
7.2.6 Contracts signed post-closing 2020

None.
7.2.7 Borrowing and financing contracts

See Section 6.2 Consolidated financial statements, Notes 16.3 and 18.2 and Section 6.4 Parent company financial statements,
Notes 11 – 11.2.1 & 11.2.2.

7.3 Litigation and arbitration
7.3 Litigation and arbitration

In the course of its operations, the Group is engaged in a Below is an update on the date of this Universal registration
certain number of legal disputes and arbitration procedures document for information contained in Note 25:
and is also subject to investigations and procedures under • Regarding the project of the construction of a floating LNG
competition law. The principal investigations and proceedings terminal in Uruguay (See Section 6.2 Consolidated financial
are described in Note 25, Section 6.2 “Consolidated financial statements, Note 25.4.2), the arbitral proceedings initiated
statements” and Note 19, Section 6.4 “Parent company by GNLS S.A. (GNLS) and the proceedings before the
financial statements” commercial court of Montevideo have been terminated
following settlement of the dispute.
7.4 Public documents

The documents relating to ENGIE that must be made available The ENGIE Universal registration document is translated into
to the public (bylaws, reports, historical financial information English. In case of contradiction, the original French version
on ENGIE, as well as on the Group subsidiaries included or shall prevail.
mentioned in this Universal registration document and those As well as this Universal registration document, which is filed
relating to each of the two years prior to the filing of this with the AMF, the Group publishes an integrated report each
Universal registration document) may be consulted at ENGIE’s year.
corporate headquarters for as long as this Universal
The documents published on the website are available free of
registration document remains valid. These documents may
charge from ENGIE, 1, place Samuel de Champlain – 92400
also be obtained in electronic format from the ENGIE website
Courbevoie, France.
(www.engie.com) and some of them may be obtained from
the AMF website (www.amf-france.org).
7.5 Party responsible for the Universal registration document

Party responsible for the Universal registration document
Catherine MacGregor, Chief Executive Officer.
Declaration by the party responsible for the Universal registration document

containing the Annual Financial Report
“I hereby certify that the information contained in this Universal registration document is, to my knowledge, in accordance with
the facts and makes no omission likely to affect its import.
I hereby certify that, to the best of my knowledge, the financial statements have been prepared in accordance with the
applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and profit or loss of
the Company and all the undertakings included in the consolidation, and that the management report, whose items are mentioned
in Chapter 7 of this Universal registration document, presents a fair review of the development and performance of the business
and financial position of the Company and all the undertakings included in the consolidation as well as a description of the main
risks and uncertainties to which they are exposed”.
Courbevoie, March 17, 2021

The Chief Executive Officer
Catherine MacGregor

7.7 Units of Measurement
7.6 Conversion table

1 kWh 0.09 m3 of natural gas (i.e. 1 m3 of gas = 11 kWh)
1 GWh 91,000 m3 of natural gas
1 TWh or 1 billion kWh 91 million m3
1 billion m of gas
3
6.2 million barrels of oil equivalent (Mboe)
The units of conversion mentioned above are those routinely used by professionals in the energy sector. In this document they
are provided solely for information purposes.
7.7 Units of Measurement

A Ampere
Bar Unit of measurement of fluid pressure, particularly for natural gas (1 bar = 105 Pascal)
BOE Barrel of oil equivalent (1 barrel = 159 liters)
G Giga (billion)
GBq Giga becquerel
Gm3 Giga m3 (billion cubic meters)
GW Gigawatt (billion watts)
GWh Gigawatt-hour (million kilowatt-hours)
GWheeq GWh electric equivalent
J Joule
k Kilo (one thousand)
kW Kilowatt (one thousand watts)
kWh Kilowatt-hour (one thousand watt-hours)
m Meter
m2 Square meter
m3 Cubic meter
M Mega (million)
Mboe Million barrels oil equivalent
Mtpa Million metric tons per annum
MW Megawatt (million watts)
MWp Megawatt-peak (unit of measurement for the power of solar photovoltaic installations)
MWe Megawatt electric
MWh Megawatt-hour (thousand kilowatt-hours)
T Tera (thousand billion)
TBq Terabecquerel
t/h Metric tons per hour
TWh Terawatt-hour (billion kilowatt-hours)
V Volt
W Watt
Wh Watt-hour

7.8 Short forms and acronyms
7.8 Short forms and acronyms

A INCOME: Internal Control Management and Efficiency (ENGIE
ACP: Autorité de Contrôle Prudentiel des établissements program)
bancaires (French prudential control authority for banking IoT: Internet of Things
institutions) IPP: Independent Power Producer – see Glossary
AGM: Assemblée Générale Mixte (Combined Shareholders’ IS: Information Systems
Meeting)
ISO: International Standards Organization – see Glossary
AMF: Autorité des Marchés Financiers (French Financial
ISP: Investment Services Provider – see Glossary
Markets Authority)
K
ATAD: Anti-Tax Avoidance Directive
KPI: Key Performance Indicator
B
L
BtoB: Business to Business
LNG: Liquified natural gas – see Glossary
BtoC: Business to Consumer
LPG: Liquefied petroleum gas – see Glossary
BtoT: Business to Territories
N
BU: Business Unit
NGO: Non-governmental organization
C
NGV: Natural gas vehicle – see Glossary
Capex: Capital expenditure
NOx: Nitrogen oxide
CCGT: Combined Cycle Gas Turbine
NRE: New and renewable energy sources: wind, solar, hydro, etc.
CEE: Certificat d’Économie d’Energie (Energy Saving Certificate)
O
CER: Certified Emission Reduction – see Glossary
OECD: Organization for Economic Cooperation and Development
CNIL: Commission Nationale de l’Informatique et des Libertés
(French national data protection and privacy commission) ONDRAF: Organisme National des Déchets RAdioactifs et des
matières Fissiles enrichies (Belgian National Agency for
CO2: Carbon dioxide
Radioactive Waste and enriched Fissile Material)
COI: Current Operating Income
OPEX: Operating expenses
Covid-19: Coronavirus disease 2019
P
CPN: Commission des provisions nucléaires (Belgian Commission
PC: Proportional consolidation
for Nuclear Provisions)
PEG: Plan d’Épargne Groupe, Group Employee Savings Plan
CRE: Commission de Régulation de l’Énergie (French energy
regulator) – see Glossary PPA: Power Purchase Agreement (often long-term)
CRM: Capacity Remuneration Mechanism – see Glossary PPE: Programmation Pluriannuelle de l’Energie (Multi-Year
Energy Schedule)
CSR: Corporate Social Responsibility
PV: Photovoltaic
D
R
DBSO: Develop, Build, Share Operate
RAB: Regulated asset base – see Glossary
DDR: Document de Référence (Registration document) (former
Universal registration document) R&D: Research and Development
E RES: Renewable Energy Source
E&P: Exploration & Production of hydrocarbon ROCE: Return on capital employed
EBITDA: Earnings before Interest, Tax, Depreciation and ROE: Return on equity
Amortization – see Glossary S
EGI: Electric and Gas Industries – see Glossary S&P: Services and Proximity
EIG: Economic Interest Group (Groupement d’intérêt économique) SEC: Social and Economic Committee
EM: Entities consolidated by the equity method SME: Small and medium-sized enterprises
EMAS: Eco Management and Audit Scheme – see Glossary SO2: Sulfur dioxide
EMTN: Euro Medium Term Note (program) SRV: Shuttle Regasification Vehicle – see Glossary
ERM: Enterprise Risk Management SSC: Shared Service Center
EU: European Union T
EUA: European Union Allowance TMO: Taux Mensuel Obligataire (monthly bond yield)
EWC: European Works Council TPA-d: Third party access to the distribution network – see
F Glossary
FC: Full Consolidation TSR: Total Shareholder Return – see Glossary
FM: Facility management – see Glossary U
G UCITS: Undertakings for Collective Investment in Transferable
Securities (mutual funds)
GDPR: General Data Protection Regulation:
V
GHG: Greenhouse gases – see Glossary H
V&C: Cities and Communities
HR: Human Resources
VaR: Value at Risk – see Glossary
I
VPP: Virtual Power Plant – see Glossary
IAS: International Accounting Standards, drawn up internationally
by the IASB until 2002
IASB: International Accounting Standards Board
IFRS: International Financial Reporting Standards, drawn up
internationally by the IASB since 2002

7.9 Glossary
7.9 Glossary
Afep-Medef Code Connection structures
Code of corporate governance for listed companies (in France), All the structures that connect a consumption site or
in the version published by Afep-Medef in January 2020. distribution network to the transmission grid. Connection
Balancing area structures are made up of one or more distribution lines and
one or more substations.
The set of entry points, delivery points and a trading point of
gas within which the consignor must achieve a balance. Corporate Power Purchase Agreement (Corporate PPA)
Biogas A corporate Power Purchase Agreement or corporate PPA is a
long-term electricity supply agreement between an electricity
All gases, such as methane and carbon dioxide, resulting from
producer and an electricity end-purchaser.
the fermentation of organic waste in a depleted air
environment such as landfills, wastewater treatment plants, Cushion gas
etc. Such fermentation is the result of a natural or controlled Quantity of gas stored underground that cannot be fully
bacterial activity. As such, biogas is classified as a renewable retrieved after it has been injected.
energy source. Dark spread
Biomass Gross margin of a coal plant, equal to the difference between
Mass of non-fossil organic matter of biological origin. A part the sale price of electricity and the purchase price of the fuel
of this deposit may be used as an energy source. needed to produce it. The dark spread must cover the
Branch aggregate of other costs (including operation, maintenance,
cost of capital, financial charges, cost of CO2 etc.).
Transmission installation ensuring delivery between the
transmission grid and one or more delivery points, and aimed Desalination
exclusively or primarily at supplying a customer or a A process used to reduce the salt concentration of sea water
distribution network. Connections are components of the in order to make it fit for human or animal consumption as
network. well as for other uses, especially industrial uses.
Capacity Remuneration Mechanism (CRM) Distribution
Instrument intended to complement energy markets with a Distribution networks are groups of physical structures
capacity market that ensures the availability of sufficient consisting mainly of medium or low-pressure pipes. They
capacity to ensure the supply of electricity. route natural gas to consumers who are not directly
Certified Emission Reduction (CER) connected to the main network or to a regional transmission
network.
Certificate issued to industries that have invested in
developing countries to reduce greenhouse gas emissions EBITDA
there. CERs cannot be directly traded, but may be used in EBITDA is often used to refer to the revenues of a business
place of CO2 quotas, with one CER equal to one quota. before the deduction of interest, taxes, depreciation,
Cogeneration amortization and provisions.
A technique that uses a single fuel, which may be natural gas, EBITDA at Risk
to simultaneously produce thermal energy (steam or EBITDA at Risk measures the potential loss of EBITDA, at a
overheated water or a mixture of air and combustion given probability, under the impact of various prices and
products) and electricity. volatilities over a given time horizon. This indicator is
Combined steam cycle plant especially well-suited for measuring market risks for portfolio
management activities.
A power plant comprising a gas turbine generator, the
exhaust gases of which power a steam boiler. The steam If the time horizon provided is one calendar year, and the
produced in the boiler drives a turbo-generator. confidence interval is 95%, an EBITDA at Risk of €100 million
indicates that there is a 5% probability of losing more than
Commission de Régulation de l’Électricité et du Gaz – CREG
€100 million in EBITDA between January 1 and December 31
(Belgium)
due to fluctuations in commodities prices.
The Belgian Gas and Electricity Regulation Commission is an
Eco Management and Audit Scheme (EMAS)
independent body that advises public authorities on the
organization and operation of the deregulated electricity and Based on ISO 14001 certification and an environmental
gas markets. CREG also monitors and supervises the statement certified by European auditors accredited and
enforcement of related laws and regulations. A General published by the European Commission.
Council, composed of federal and regional government Electric and Gas Industries (EGI)
representatives, representatives of labor organizations, All the companies that produce, transmit or distribute
employers and the middle classes, environmental associations electricity or gas in France and which meet the requirements
and producers, distributors and consumers, supervises this of the Nationalization Act of April 8, 1946. The EGI sector
body’s operations. includes all companies with employees that fall under the
Commission de Régulation de l’Énergie – CRE (French energy status of EGI employees.
regulator) Energy trading
The French Energy Regulation Commission is an independent The act of exchanging physical or financial contracts on the
administrative authority. It was created by the Act of short-term energy markets (over-the-counter markets and
February 10, 2000 to regulate electricity and its scope was stock markets).
extended to include the gas sector with the Act of
Facilities Management (FM)
January 3, 2003. Its main mission is to ensure the effective,
transparent and non-discriminatory implementation of access All the outsourced service and utility management services
to electricity and gas infrastructures. that accompany the supply of energy to an industrial client.
These services concern the management of the client’s
More generally, its role is to ensure that the gas and
environment. They include guard services, waste and hygiene,
electricity markets operate properly.
operation and maintenance of technical equipment, project
Compression station management for construction work, management of safety
Industrial facility that compresses natural gas to optimize the equipment and telephone and reception services.
flow of fluids in the pipes.

7.9 Glossary
Gas Exchange Point Load-matching

Virtual hub attached to a balancing area where a consignor Term referring to the discrepancy between the actual
can sell gas to another consignor. conditions of a customer’s gas consumption and those
Gas hub corresponding to standard purchases over the year of their
average daily consumption. Variations (daily, weekly or
Point of entry (connection point of a gas transmission
seasonal) in consumption are generally covered by
network supplied from several sources. It enables operators
underground storage, to which customers and their suppliers
to exchange gas physically between these sources and end
may have access, either directly (in countries where third-
users).
party access to the facilities – regulated or negotiated – is
Gas pipeline provided) or via a load-matching service (as in the US).
A pipeline that conveys fuel gas. Main network
Green electricity All the high-pressure and large-diameter structures for
Certified electricity produced from renewable energy sources. transmitting natural gas that link the interconnection points
Greenhouse Gases (GHG) with neighboring transmission grids, storage facilities and
LNG terminals.
Atmospheric gas that contributes to the retention of solar
heat. Industries, automobiles, heating systems, livestock These structures are connected to regional networks as well
farming and other activities produce gases, some of which as certain industrial consumers and distribution networks.
heighten the greenhouse effect. The greenhouse gas build-up Marketer
produced by human activity is one of the causes of global Seller of energy to third parties (end customer, distributor, etc.).
warming and its impacts on the ecosystem.
Natural Gas for Vehicles (NGV)
Green Power Purchase Agreement (green PPA)
Entirely composed of natural gas, NGV is primarily used in
A green Power Purchase Agreement or green PPA is a long- urban transportation and waste treatment vehicles.
term agreement for the supply of electricity produced from
Natural gas liquefaction
renewable energy sources between an electricity producer
and an electricity purchaser. Transformation of natural gas from gaseous form to liquid
form to be transported by ship and/or stored.
Independent Power Producer (IPP)
Public-Private Partnership (PPP)
An electricity production company independent of public
sector control. The PPP is a contractual arrangement whereby the public
sector authority assigns certain tasks to a private operator
IPPs are classified exclusively on the basis of the projects
and specifies objectives. The public sector partner defines the
developed outside the country of origin.
service objectives for the private operator, while retaining
International Standards Organization (ISO) ownership of the infrastructure and regulatory control. Local
Organization that defines reference systems (industrial authorities are increasingly resorting to PPP agreements in
standards used as benchmarks). managing their water services.
Investment Services Provider (ISP) Pumping station
Investment services provider approved by the Committee of Power plant or facility that operates by moving water
European Bank Supervisors to transmit and process market between reservoirs at different elevations. When electricity
orders. prices are low, typically overnight, electricity from the grid
ISO 14001 system is used to pump water into a raised reservoir and
then at times of peak demand, when electricity prices are
An international standard that verifies a company’s higher, the water is released back into the lower reservoir
organizational procedures and methods, as well as the effective through a turbine.
implementation of environmental policy and objectives.
Qmax
ISO 9001
A ship of Qmax size is 345 meters (1,132 feet) long,
An international standard establishing quality criteria for 53.8 meters (177 feet) wide and 34.7 meters (114 feet) high,
work procedures. with a draft of approximately 12 meters (39 feet).
It applies to product design, control of the production and the It has an LNG capacity of 266,000 cubic meters
manufacturing process and the quality control of the end (9,400,000 cubic feet), equal to 161,994,000 cubic meters
product. (5.7208 ×109 cubic feet) of natural gas.
Joint venture Regional network
A term commonly used to describe a project in which two or All the high-pressure and large-diameter structures that link
more entities take part. For the consolidation principles and the interconnection points with neighboring transmission
methods applicable to the different types of partnership grids, storage facilities and LNG terminals.
under IFRS, please see Note 1 in Section 6.2 Consolidated
financial statements. Regional networks, distribution networks and certain
industrial consumers are connected to them.
Liquefied Natural Gas (LNG)
Regulated asset base (RAB)
Natural gas put into the liquid phase by lowering its
temperature to –162°C, which makes it possible to reduce its The regulated asset base is the economic value, recognized by
volume by a factor of 600. the regulator, of assets utilized by an operator of regulated
infrastructures.
LNG terminal
Industrial facility that receives, unloads, stores, regasifies LNG
and sends natural gas in the gaseous state to the
transmission grid. Harbor facility with additional facilities,
intended to receive ships that transport liquefied natural
gas (LNG).

7.9 Glossary
Rights in kind of licensor Tolling

The “Rights in kind of licensor” line item is an item specifically Contract for the transformation of a fuel (e.g. natural gas) into
pertaining to companies that are utility operators. It offsets electricity on behalf of a third party.
“fixed assets held under concession” on the balance sheet. Total Shareholder Return (TSR)
Its valuation expresses the operator’s obligation at the end of Return of a share over a given period that includes dividends
the contract to assign to the licensor, at no cost, the fixed paid and capital gains realized.
assets assigned to the licensed utilities, such that at the end
Transmission
of a given contract, the value of the “Rights in kind of
licensor” is equal to the carrying amount of fixed assets that Transmission networks are groups of physical structures
are to be returned to the licensor. consisting of high-pressure pipelines. These route natural gas
to industrial consumers who are directly connected and to
Shuttle Regasification Vehicle (SRV)
distribution networks.
LNG carrier fitted with onboard regasifiers that can connect
Transmission capacity
to an underwater buoy. This enables the regasified LNG to be
directly injected into a pipeline network. The highest permissible continuous load of the transmission
equipment with respect to the stability of its operating
Smart energy
parameters and voltage drop.
An economically efficient, durable and secure energy system
Treasury stock (in subsidiaries)
in which production of renewable energy, infrastructure and
consumption are integrated and coordinated locally through Shares of a company owned by subsidiaries controlled by the
energy services, active users and digital technologies. Company. These shares do not carry voting rights.
Spark spread Treasury stock
Gross margin of a natural gas plant, equal to the difference Shares of the Company purchased by the latter, by virtue of
between the sale price of electricity and the purchase price of authorization given by the General Shareholders’ Meeting.
the fuel needed to produce it. The spark spread must cover These shares do not have voting rights attached.
all other costs (including operation, maintenance, cost of Underground storage
capital, financial costs, cost of CO2, etc). Use of porous geological formations, natural or artificial cavities
Spot market (saline or aquifer) to store liquid or gaseous hydrocarbons.
A market for the short-term purchase and sale of energy (for Upstream PPAs
the day or up to three years). An upstream Power Purchase Agreement or upstream PPA is
Storage a long-term electricity supply contract between two parties,
Facility that allows natural gas to be stored in the summer generally an electricity producer and an electricity purchaser.
when consumption is at its lowest, and to take natural gas out Value at Risk (VaR)
of storage in winter when consumption is higher. Gas storage Value at Risk is a global indicator used to measure the
is an industrial facility, mainly underground, that enables exposure of a portfolio to the risks of price fluctuations and
natural gas suppliers to have a natural gas reserve. volatility. It measures the amount of potential losses that are
Stress test expected to be exceeded only with a given probability over a
Test performed in order to assess resistance to a disaster given time horizon. This indicator is especially well suited for
scenario. measuring market risks for trading activities.
Take-or-Pay For example, if the time horizon is one day and the
confidence level 99%, VaR of €5 million indicates that the
Long-term contract where the producer guarantees the supply
probability of losing more than €5 million each day is 1%, i.e.,
of gas to an operator and the operator guarantees payment,
twice or three times per year.
regardless of whether or not the operator takes delivery.
Virtual Power Plant (VPP)
Thermal power plant
Virtual generation capacity. A system which involves
Facility in which the chemical energy contained in solid,
providing a third party, in return for compensation, with a
liquid, or gaseous fossil fuel is transformed exclusively into
band of generation capacity without the third party owning a
electricity using boilers and steam turbines.
share in the asset and without it being the asset’s operator.
Third Party Access to the distribution network (TPA-d)
Working volume
The recognized right of each user (eligible customer,
Gas available in underground storage and capable of being
distributor, producer) to access a transmission or distribution
tapped.
network in return for payment for access rights.

7.10 Comparison table
Regulation (EU) 2017/1129 of June 14, 2017 and Delegated Regulation 2019/980 of March 14, 2019
This comparison table enables the information required by Annex 1 (referred from Annex 2) of Delegated Regulation (EU) 2019/980
of March 14, 2019, supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council, according to the URD
layout, to be identified and cross-referenced to the sections of the 2020 Universal registration document:
Information provided for in annexes 1 and 2 Chapter of the 2020

of Regulation (EU) Universal registration document Page
1. Parties responsible, information from third parties,
expert reports and approval of competent authority
1.1 Name and position of parties responsible 7.5 Party responsible for 386
the Universal registration document
1.2 Declaration by the parties responsible 7.5 Party responsible for 386
the Universal registration document
1.3 Declaration or report attributed to a person acting NA NA
as an expert
1.4 Third party certification NA NA
1.5 Declaration without prior approval AMF insert 1
by the competent authority
2. Statutory Auditors
2.1 Name and address of Statutory Auditors 4.5.7 Statutory Auditors 176
2.2 Resignation, dismissal or non-renewal of Statutory NA NA
Auditors
3. Risk factors 2 Risk factors and control
4. Information about the issuer
4.1 Company name and trading name 7.1.1 Company name and trading name 384
4.2 Registration place and number and LEI 7.1.2 Registration place and number and LEI 384
4.3 Date of incorporation and term of the issuer 1.1.2 History and evolution of the Company 8
7.1.3 Date of incorporation and term 384
4.4 Registered office and legal form of the issuer, 1.1.1 Presentation 8
legislation governing its activities, country 7.1 General information on ENGIE and its bylaws 384
of origin, address and telephone number of
registered office, website with disclaimer
5. Business overview
5.1 Principal activities 1.1.1 Presentation 8
1.2 Strategy and objectives 11
1.1.3 Organization of the Group 9
1.6 Description of the Group’s activities 19
5.2 Main markets 1.1.1 Presentation 8
1.2 Strategy and objectives 11
5.3 Significant events 1.6 Description of the Group’s activities 19
5.4 Strategy and objectives 1.2 Strategy and objectives 11
5.5 Degree of dependence of the issuer on patents 1.3 Innovation and R&D 12
or licenses, business, commercial or financial 2.2 Risk factors 45
contracts or new manufacturing processes
5.6 Declaration on competitive positioning 1.1.1 Presentation 8


5.7 Investments
5.7.1 Principal investments 6.1.1.4.2 Net investments 216
5.7.2 Major investments in progress 1.2 Strategy and objectives 11
5.7.3 Joint ventures and commitments for which 6.2 Financial statements – Note 2 (Main 231
the issuer holds a significant proportion subsidiaries at December 31, 2020) and Note 3 236
of the share capital (Investments in entities accounted for using
the equity method)
5.7.4 Environmental issues potentially 3.5 Environmental information 97
affecting the use of tangible fixed assets
6. Organizational structure
6.1 Brief description of the Group 1.1.3 Organization of the Group 9
6.2 List of significant subsidiaries 6.2 Financial statements – Note 2 231
(Main subsidiaries at December 31, 2020)
7. Operating and financial review 6.1.1 Management report 198
7.1 Financial position 6.1.1.4 Changes in net financial debt 214
6.1.1.5 Other items in the statement of financial 218
position
7.1.1 Evolution of results and financial position 6.1.1 Management report 198
including key performance indicators of
a financial and, if applicable, non-financial
nature
7.1.2 Forecasts of future development and 1.1.3 Innovation and R&D 12
research and development activities 6.2 Consolidated financial statements – Note 14.2 273
(Information regarding research and
development costs)
7.2 Operating results
7.2.1 Important factors, unusual and infrequent 6.1.1.1 ENGIE 2020 results 198
events or new developments 6.1.1.2 Business trends 206
6.1.1.3 Other income statement items 213
7.2.2 Reasons for major changes in net revenues 6.1.1.1 ENGIE 2020 results 198
or net income 6.1.1.2 Business trends 206
8. Capital resources
8.1 Information on capital 6.1.1.5 Other items in the statement of financial 218
position
6.2 Consolidated financial statements – Note 16.3 282
(Net debt)
Note 18 (Equity) 306
Note 5.4 (Industrial capital employed) 247
8.2 Cash flow 6.1.1.4 Changes in net financial debt 214
8.3 Financing requirements and financing structure 6.1.2.1 Borrowing conditions and financial structure 220
applicable to the issuer
5.1.5.2 Non-equity securities 182
6.2 Consolidated financial statements – Note 16 276
(Financial instruments)
8.4 Restrictions on the use of capital 6.1.2.2 Restrictions on the use of capital 220
8.5 Expected sources of financing 6.1.2.3 Expected sources of financing to honor 220
commitments relating to investment decisions
9. Regulatory environment 1.6 Description of the Group’s activities 19
2.2.1 Political and regulatory risks 45
10. Information about trends
10.1 Significant recent trends in production, sales 1.2 Strategy and objectives 11
and inventory, and costs and selling prices, 6.1.1.2 Business trends 206
any significant change in the Group’s financial
performance or provide appropriate negative
declaration
10.2 Information that are reasonably likely to have 6.1.1.1.2 Financial targets 199
a material effect on the issuer’s prospects


11. Earnings forecasts or estimates
11.1 Earnings forecast or estimate 6.1.1.1.2 Financial targets 199
11.2 Statement setting out main assumptions 6.1.1.1.2 Financial targets 199
11.3 Statement relating to the bases for establishing 6.1.1.1.2 Financial targets 199
and developing profit details and estimates
12. Administrative, management, and supervisory bodies
and general management
12.1 Information concerning the members of the 4.1 Corporate governance bodies 120
corporate governance bodies and general 4.3 General Management 148
management
12.2 Conflicts of interest 4.1.1.4 Absences of conflict of interest or conviction 136
13. Compensation and benefits
13.1 Amount of compensation paid and benefits in kind 4.4 Compensation and benefits of members of 149
the administration and management bodies
13.2 Total amounts set aside or accrued to provide 4.4.1.4 Pensions plans 150
pension, retirement or similar benefits 4.4.2 Compensation of executives who 163
are not corporate officers (members
of the Executive Committee)
14. Corporate governance and management
bodies practices
14.1 Expiry date of terms of office 4.1.1 Composition of the Board of Directors 120
14.2 Service contracts binding members 4.5.3 Service contracts binding members 171
of corporate governance bodies of corporate governance bodies
14.3 Information on the Audit Committee 4.1.2.4 Standing committees 142
and Compensation Committee
14.4 Compliance with applicable corporate 4.1.2 Functioning of the Board of Directors 139
governance regime 4.6 Corporate Governance Code 176
14.5 Potential significant impacts 4.2.2 Shareholders’ Meeting of May 20, 2021 – 147
on corporate governance Composition of the Board of Directors
15. Employees
15.1 Number of employees 3.4.1 Social data 83
15.2 Shareholding and stock options 4.1.1.1 Experience and expertise of the Directors 121
in office
4.4 Compensation and benefits of members of 149
the administration and management bodies
15.3 Arrangements for involving employees 3.4.5 Remuneration, social protection, employee 91
in the capital of the issuer savings plans, and employee shareholding
16. Major shareholders
16.1 16.1Shareholders with more than 5% of the share 5.1.1 Share capital and voting rights 180
capital or voting rights 5.4.3 Statutory disclosure thresholds 194
16.2 Existence of different voting rights 5.1.1.3 Voting rights 180
16.3 Control of the issuer 5.4.2 Breakdown of share capital 193
16.4 Agreements relating to change of control 5.4.4 Golden share 194
17. Related party transactions
4.5.2 Regulated agreements and related party 171
agreements
4.7 Statutory Auditors’ special report on related 179
party agreements
18. Financial information concerning the issuer’s assets
and liabilities, financial position and profits and losses
18.1 Historical financial information 6.2 Consolidated financial statements 221
6.3 Statutory Auditors’ report on the consolidated 328
6.4 Parent company financial statements 334
6.5 Statutory Auditors’ report on the financial 378
statements


18.2 Interim financial information 6.2 Consolidated financial statements 221
18.3 Auditing of historical annual financial information 6.3 Statutory Auditors’ report on the consolidated 328
6.5 Statutory Auditors’ report on the financial 378
statements
18.4 Pro forma historical financial information NA NA
18.5 Dividend distribution policy 5.4.5 Dividend distribution policy 194
18.6 Legal and arbitration proceedings 6.2 Consolidated financial statements – Note 25 322
(Legal and anti-trust proceedings)
7.3 Litigation and arbitration 386
18.7 Significant change in the issuer’s financial position 6.2 Consolidated financial statements – Note 26 326
(Subsequent events)
19. Additional information
19.1 Share capital 5.1 Information on capital 180
19.1.1 Amount of subscribed capital, number 5.1.1 Share capital and voting rights 180
of shares issued and fully paid up and 5.1.2 Potential capital and share equivalents 180
nominal value per share, number
4.5.4 Authorizations relating to share capital 172
of authorized shares
and share equivalent and their utilization
19.1.2 Shares not representing capital 5.2 Non-equity securities 182
19.1.3 Number, book value and nominal value 5.1.4.3 Book value and nominal value 182
of shares held by the issuer
19.1.4 Convertible securities, exchangeable NA NA
securities or securities with warrants
19.1.5 Vesting rights and/or obligations attached NA NA
to authorized
but unissued capital or an undertaking
to increase the capital
19.1.6 Options on the capital of members 5.4.4 Golden share 194
of the Group
19.1.7 History of share capital 5.1.3 Five-year summary of changes 181
in the share capital
19.2 Memorandum and Articles of Association
19.2.1 Register and corporate Objective 7.1.2 Registration place and number and LEI 384
7.1.5 Corporate Objective 384
19.2.2 Rights, privileges 5.4.4 Golden share 194
and restrictions attached to shares 4.5.5 Provisions in the bylaws 175
on the participation of shareholders
at Shareholders’ Meetings
19.2.3 Provisions having an effect of delaying, 5.4.4 Golden share 194
deferring or preventing a change in control 4.5.5 Provisions in the bylaws 175
of the issuer on the participation of shareholders
at Shareholders’ Meetings
20. Material contracts 7.2 Material contracts 385
21. Available documents 7.4 Public documents 386

Comparison table for the annual financial report

To facilitate the reading of this document, the comparison table below may be used to identify, in this Universal registration
document, the information that constitutes the annual financial report which must be published by listed companies in
accordance with Articles L.451-1-2 of the French Monetary and Financial Code and 222-3 of the General Regulations of the
French Financial Markets Authority (AMF).
Items required Chapter of the Universal registration document Page

Annual financial statements 6.4 Parent company financial statements 334
Consolidated financial statements 6.2 Consolidated financial statements 221
Management report See specific comparison table below 396
Declaration by the parties responsible for the Annual 7.5 Party responsible for the Universal registration 386
Financial Report document
Statutory Auditors’ report on the parent company financial 6.5 Statutory Auditors’ report on the financial 378
statements statements
Statutory Auditors’ report on the consolidated financial 6.3 Statutory Auditors’ report on the consolidated 328
statements financial statements
Statutory Auditors’ fees 6.2 Consolidated financial statements – Note 27 327
(Fees paid to Statutory Auditors and members
of their networks)
Comparison table for the management report (to which the report on corporate governance
and the extra-financial performance declaration are appended)
To facilitate the reading of this document, the comparison table below enables the identification of the information which should
be included in the management report, in accordance with the provisions of the French Commercial Code applicable to public
limited companies with a Board of Directors.

1. Group position and activity
Company’s position during the past fiscal year and an 6.1.1 Management report 198
objective and comprehensive analysis of changes in 6.1.1.2 Business trends 206
business, results of the Company, its subsidiaries and the
companies it controls by sector of activity (L. 233-6) and
the financial position of the Company and the Group, in 6.1.1.1.2 Financial targets 199
particular its level of debt with respect to the volume and 6.1.2.1 Borrowing conditions and financial structure 220
complexity of business applicable to the issuer
6.2 Consolidated financial statements 221
Key financial performance indicators 1.4.3 2020 key financials 15

Key performance indicators of a non-financial nature 1.4.3 2020 key financials 15
relevant to the Company and the Group’s specific activity,
in particular information relating to environmental and
employee matters
Significant events, which have occurred between the end 6.2 Consolidated financial statements – Note 26 326
of the fiscal year and the date on which the Management (Subsequent events)
Report was drawn up
Identity of major shareholders and holders of voting rights 5.4.2 Breakdown of share capital 193
during Shareholders’ Meetings, and any changes during 5.4.3 Disclosure thresholds 194
the fiscal year 5.4.4 Golden share
194
Significant equity stakes in companies with their head 6.2 Consolidated financial statements – Note 4 243
office in France (Main changes in Group structure)
Expected Company and Group trends and outlook 6.1.1.1.2 Financial targets 199
Research and development activities 1.3 Innovation and R&D 12
6.2 Consolidated financial statements – Note 14.2 273
(Information regarding research and
development costs)
Table showing the five-year financial summary 6.4.4 Five-year financial summary 377
Information on suppliers and customers payment terms 6.1.1.6 Parent company financial statements 218


2. Internal control and risk management
Description of the main risks and uncertainties to which 2.2 Risk Factors 45
the Company is exposed 3.3.1 Main environmental risks 76
3.3.2 Main societal risks 78
3.3.3 Main social risks 79
Indications regarding financial risks related to the effects 2.2.2 Risks deriving from climate and environmental 48
of climate change and description of the measures taken issues
by the Company to reduce them by implementing a low- 3.3 Analysis of CSR risks and challenges 71
carbon strategy in all areas of its business
3.3.1 Main environmental risks 76
3.5.4.1 Climate change 100
Main features of the internal control and risk management 2.1 Risk management process 43
procedures introduced, by the Company and by the Group, 2.3.3 Internal control relating to financial 63
relating to the preparation and processing of accounting information
and financial information
Indicators regarding hedging targets and policies for each 2 Risk factors and control 41
main category of transaction and exposure to price, credit, 6.2 Consolidated financial statements – Note 16 276
liquidity and cash flow risks, which includes the use of (Financial instruments)
financial instruments
Note 17 290
(Risks arising from financial instruments)
Anti-corruption mechanism 3.8 Ethics and compliance 109
Vigilance plan and report on its effective implementation 3.9 Vigilance Plan (synthesis) 111
3. Report on corporate governance
Information regarding compensation
Compensation policy for corporate officers 4.4.1 Compensation of executive corporate officers 149
4.4.1.10 Compensation policy for corporate officers 160
Compensation and benefits of any kind paid during the 4.4.1.6 Summary of compensation of each executive 152
fiscal year or awarded for the fiscal year to each corporate corporate officer
officer 4.4.1.7 Overview of compensation of each executive 153
corporate officer
Proportion in relation to the fixed and variable 4.4.1 Compensation of executive corporate officers 149
compensation
Use of the possibility to request the restitution of variable NA NA NA
compensation
Commitments of any kind made by the Company in favor 4.4.1.5 Employment contract, special retirement plans, 151
of its corporate officers that correspond to compensation, severance pay and non-compete clause
indemnities or benefits due, or which could be due, for
assuming, ending or changing and office, or subsequent
to the exercise of such an office
Compensation paid or awarded by a Company include into NA NA NA
the scope of consolidation as defined in Article L.233-16
of the French Commercial Code
The ratios between the levels of compensation of each 4.4.1.9 Comparison tables of the level of 158
corporate officer and the average and median compensation of corporate officers in relation
compensation of Company employees to the compensation of employees – Annual
changes in performance and compensation
Annual change in compensation, the Company’s 4.4.1.9 Comparison tables of the level of 158
performance, the average compensation of Company compensation of corporate officers in relation
employees and the above-mentioned ratios over the past to the compensation of employees – Annual
five fiscal years changes in performance and compensation
Explanation of the way the total compensation respects 4.4.1.10 Compensation policy for corporate officers 160
the compensation policy adopted, including the way
in which it contributes to the long-term performance
of the Company, and the way in which the performance
criteria have been applied


The way in which the vote of the last Ordinary 4.4 Compensation and benefits paid to members 149
Shareholders’ Meeting set out in paragraph II of Article of the administration and management bodies
L.225-100 (until December 31, 2020) then in paragraph I 4.4.1 Compensation of executive corporate officers 149
of Article L.22-10-34 (as of January 1, 2021) of the French
Commercial Code was taken into consideration
Divergence from the procedure to implement NA NA NA
the compensation policy, and any exception
Application of the provisions of the second paragraph NA NA NA
of Article L.225-45 of the French Commercial Code
(suspension of the payment of directors’ compensation
in the event of non-compliance with gender equality
within the Board of Directors)
Allocation and retention of options NA NA NA
by corporate officers
Allocation and retention of bonus shares to corporate 4.4.1.3 Long-term incentive compensation 150
officers (Performance Units)
4.4.3 Information on the award of bonus shares or 164
Performance Shares
Information on governance
List of all positions and functions 4.4.1.1 Experience and expertise of the Directors  in 121
held in any company by each office
corporate officer during the fiscal year 4.1.1.6 Multiple Directorships 138
Agreements between an executive officer 4.5.1 Agreements relating to current operations 171
or a major shareholder and a subsidiary concluded under normal conditions
agreements
4.7 Statutory Auditors’ special report on related 177
party agreements
Summary table of authorizations currently in force granted 4.5.4 Authorizations relating to share capital 172
by the Shareholders’ Meeting relating to a capital increase and share equivalent and their utilization
General Management procedures 4.3 General Management 148
Composition and conditions governing the preparation 4.1.1 Composition of the Board of Directors 120
and organization of the work of the Board 4.1.2 Functioning of the Board of Directors 139
Diversity policy of the Board of Directors and application 4.1.1.7 Diversity policy for members of the Board 138
of the principle of equal representation of women and men of Directors
within the Board of Directors and the General Management 4.3 General Management 148
Potential limitations applied by the Board to the powers 4 Governance 119
exercised by the Chief Executive Officer 4.1.2 Functioning of the Board of Directors 139
Reference to a corporate governance code and application 4.6 Corporate Governance Code 176
of the “comply or explain” principle
Specific conditions governing the participation 4.2.2 Shareholders’ Meeting of May 20, 2021 – 147
of shareholders in the Shareholders’ Meeting Composition of the Board of Directors
4.5.5 Provisions in the bylaws on the participation 175
of shareholders at Shareholders’ Meetings
Assessment procedure for current agreements – 4.5.1 Agreements relating to current operations 171
Implementation concluded under normal conditions
agreements
4.7 Statutory Auditors’ special report 177
on related party agreements


Information that may have an impact in the event 4.5.6 Information on elements that could have an 176
of a public tender offer or exchange offer impact on Takeover Bids or Public Exchange
Offers
4. Shareholding and share capital
Structure, change in the Company’s share capital 5.4.2 Breakdown of share capital 193
and disclosure thresholds 5.4.3 Disclosure thresholds 194
Purchase and sale by the Company of its own shares 5.4.4 Stock repurchase 194
6.2 Consolidated financial statements – Note 18 306
(Equity)
Employee stake in share capital on the last day of the fiscal 5.4.2 Breakdown of share capital 193
year (share of the capital represented) 3.4.5 Remuneration, social protection, employee 91
savings plans, and employee shareholding
Any adjustments for share equivalents in the event of share NA NA NA
buybacks or financial transactions
Information on transactions by directors and related parties 4.4.6 Summary of transactions disclosed 170
involving the Company’s shares by executive management and
corporate officers in fiscal 2020
Amount of dividends distributed for the previous three 5.4.5 Dividend distribution policy 194
fiscal years
5. Non-financial statement (NFS)
Business model 3.2 Business model 69
Analysis of main CSR risks and challenges 3.3 Analysis of main CSR risks and challenges 71
Social, environmental, human rights 3.3 Analysis of main CSR risks and challenges 71
consequences, fight against corruption and tax evasion
Results of the policies applied by the Company 3.1 Corporate Social Responsibility 66
or the Group, including key performance indicators 3.1.2 2030 CSR objectives 66
3.3.1 Main environmental risks 76
3.3.2 Main societal risks 78
3.3.3 Main social risks 79


Social information (employment, work organization, 3.4 Social Information 82
health and safety, employee relations, 3.4.4 Social commitment: a company committed 88
training, equal treatment) to corporate citizenship and solidarity
3.4.4.3 Diversity 90
Environmental information (general policy in terms 2.2.5 Industrial risks 53
of the environment, pollution, the circular economy, climate 2.2.2 Risks deriving from climate 48
change) and environmental issues
3.5 Environmental information 97
Societal information (societal commitments in favor of 3.5.4.6 Waste 103

sustainable development, subcontractors and suppliers, 3.6 Societal information 105
fair trade practices)
3.7 Purchasing, subcontracting and suppliers 108
Information relating to the fight against corruption 3.8 Ethics and compliance 109
Information relating to measures in support of human rights 3.9.1 Identification and management of the risks 111
of serious harm to individuals and the
environment
Specific information: 2.2.5 Industrial risks 53
• technological risk prevention policy implemented 3.3.1 Main environmental risks 76
by the Company;
• the Company’s ability to cover its civil liability toward
property and people as a result of the operation of such
facilities;
• resources provided by the Company to ensure the
management of victims’ compensation in the event
of a technological accident for which it is civilly liable.
Collective bargaining agreements concluded within the 3.4.8 Health and safety policy 94
Company and their impact on the Company’s economic
performance and the working conditions of employees
Declaration by an independent third party body 3.10 Report by one of the Statutory Auditors, 115
regarding the information included in the NFS appointed as independent third party,
on the consolidated non financial statement
6. Additional information
Additional tax information 6.2 Consolidated financial statements – Note 11 261
(Income tax expense)
Injunctions or financial sanctions 6.2 Consolidated financial statements – Note 25 322
for anti-trust practices (Legal and anti-trust proceedings)
7.3 Litigation and arbitration 386

Design & production:
Photograph credit: Cover: iStock / Getty Images Plus – Mariusz Prusaczyk.

Getty Images – JLUTT/CAPAPICTURES, ENGIE / MIRO / MEYSSONNIER ANTOINE
A public limited company with a share capital of 2,435,285,011 euros
Corporate headquarters: 1 place Samuel de Champlain
92400 Courbevoie – France
Tel.: +33 (0)1 44 22 00 00
Register of commerce: 542 107 651 RCS NANTERRE
VAT FR 13 542 107 651
engie.com

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Universal

This Universal registration document has been filed on

2020 was a pivotal year for ENGIE:

2 Universal registration document 2020 / ENGIE

“ The purpose statement that our

The Group has also continued to work

Universal registration document 2020 / ENGIE 3

ENGIE a THE PURPOSE

leader in Accelerate the

transition “ Act to accelerate the transition

OUR BUSINESS LINES

RENEWABLES NETWORKS CLIENT SOLUTIONS THERMAL & SUPPLY

4.2 bn€ 15.7 bn€

20.3 bn€ OTHER 1

4 Universal registration document 2020 / ENGIE

ENGIE’s Key figures 2

172,703 20.1 billion €190 million

55.8 billion €12 billion

Universal registration document 2020 / ENGIE 5

Forward-looking information and market data

6 Universal registration document 2020 / ENGIE

1.1 History and organization 8 1.5 CSR performance 16

Universal registration document 2020 / ENGIE 7

1.1 History and organization

1.1.2 History and evolution of the Company

8 Universal registration document 2020 / ENGIE

1.1.3 Organization of the Group

1.1.3.1 Description of the Business Units

1.1.3.2 Description of the Global Business Lines

Universal registration document 2020 / ENGIE 9

1.1.3.3 Description of the support and operational functions

SIMPLIFIED ORGANIZATION FOCUSED

Activities structured around four business lines

4 BU Benelux United Kingdom

North America Brazil

5 GLOBAL GEM Nuclear GTT Tractebel Hydrogen

Pooling of support functions

10 Universal registration document 2020 / ENGIE

1.2 Strategy and objectives

1.2.2 The strategic acceleration in 2020

Universal registration document 2020 / ENGIE 11

1.2.3 Internal performance

1.3 Innovation and R&D

12 Universal registration document 2020 / ENGIE

1.4 Financial performance

Universal registration document 2020 / ENGIE 13

1.4.2 Financial targets for 2021

Expected drivers for 2021 COI

14 Universal registration document 2020 / ENGIE

1.4.3 2020 key financials

Universal registration document 2020 / ENGIE 15

1.5 CSR performance

1.5.1 CSR policy

1.5.2 2020 CSR targets

16 Universal registration document 2020 / ENGIE

2020 2020 2019 2018

1.5.3 2030 CSR targets

Universal registration document 2020 / ENGIE 17

Themes Indicators 2030 targets 2020 results 2019 results