Bond ENGIE 4.5% ( FR001400KHI6 ) in EUR

ENGIE

100 % ⇌

France

FR001400KHI6 ( in EUR )

4.5% per year ( payment 1 time a year)

06/09/2042

Prospectus brochure of the bond ENGIE FR001400KHI6 en EUR 4.5%, maturity 06/09/2042

100 000 EUR

900 000 000 EUR

06/09/2025 ( In 140 days )

ENGIE is a global energy company focused on low-carbon energy generation and solutions, including renewable energy, natural gas, and energy services.

Engie issued a ?900,000,000 4.5% bond (ISIN: FR001400KHI6) maturing on 06/09/2042, trading at 100% of par value with a minimum trading increment of ?100,000 and paying interest annually.

Final Terms dated 4 September 2023

ENGIE
Issue of 900,000,000 4.500 per cent. Notes due 6 September 2042
under the Euro 30,000,000,000
Euro Medium Term Note Programme

Legal Entity Identifier: LAXUQCHT4FH58LRZDY46
MIFID II product governance / Professional investors and eligible counterparties only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA
on 5 February 2018, as determined by the manufacturers, has led to the conclusion that: (i) the target market for
the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold
or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID
II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold
or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or both) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.

EMEA 145087315

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 17 May 2023 which has received approval no. 23-170 from the Autorité des marchés financiers
(the "AMF") on 17 May 2023 and the first supplement to it dated 4 August 2023 which has received approval no.
23-345 from the AMF on 4 August 2023 which together constitute a base prospectus for the purposes of the
Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"), (the "Base Prospectus"). This
document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation
and must be read in conjunction with the Base Prospectus as so supplemented in order to obtain all the relevant
information. The Base Prospectus and the supplement to the Base Prospectus are available for viewing on the
website of the AMF (www.amf-france.org) and of ENGIE (www.engie.com) and printed copies may be obtained
from ENGIE at 1, place Samuel de Champlain, 92400 Courbevoie, France.
1.
Issuer:
ENGIE
2.
(i) Series Number:
110

(ii) Tranche Number:
1
3.
Specified Currency or
Euro ("")
Currencies:
4.
Aggregate Nominal Amount:

(i) Series:
900,000,000

(ii) Tranche:
900,000,000
5.
Issue Price:
98.751 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination:
100,000
7.
(i) Issue Date:
6 September 2023

(ii) Interest Commencement
Issue Date
Date:
8.

Maturity Date:
6 September 2042
9.
Interest Basis:
4.500 per cent. per annum Fixed Rate
(further particulars specified below)
10.
Redemption Basis:
Subject to any purchase and cancellation or early redemption, the
Notes will be redeemed on the Maturity Date at 100 per cent. of their
nominal amount.
11.
Change of Interest Basis:
Not Applicable

12.
Put/Call Options:
Make-Whole Redemption by the Issuer
Residual Maturity Call Option
Clean-up Call Option
(further particulars specified below)

EMEA 145087315
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13.
(i) Status of the Notes:
Unsubordinated

(ii) Date of Board approval for
Resolution of the Board of Directors (Conseil d'Administration) of the
issuance of Notes obtained:
Issuer dated 8 December 2022 and decision of Mrs. Catherine
MacGregor in her capacity as Directrice Générale of the Issuer dated
30 August 2023.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
4.500 per cent. per annum payable annually in arrear on each Interest
Payment Date

(ii) Interest Payment Date(s):
6 September in each year from and including 6 September 2024 to and
including the Maturity Date

(iii) Fixed Coupon Amount:
4,500 per 100,000 in nominal amount

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/Actual (ICMA)

(vi) Determination Dates:
6 September in each year
15.
Floating Rate Note Provisions
Not Applicable
16.
Zero Coupon Note Provisions
Not Applicable
17.
Inflation Linked Interest Note
Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
18.
Call Option
Not Applicable
19.
Make-Whole Redemption by
Applicable
the Issuer

(i) Notice period:
As per Conditions

(ii) Reference Bond:
German Government Bund DBR 3.25 per cent. due 4 July 2042
(ISIN Code: DE0001135432)

(iii) Reference Dealers:
As per Conditions

(iv) Similar Security:
As per Conditions

(v) Redemption Rate:
As per Conditions

(vi) Redemption Margin:
+0.30 per cent.

(vii) Party, if any, responsible
Not Applicable
for calculating the principal
and/or interest due (if not the
Calculation Agent):

EMEA 145087315
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20.
Residual Maturity Call Option
Applicable

(i) Residual Maturity Call
6 June 2042
Option Date:

(ii) Notice period:
As per Conditions
21.
Put Option
Not Applicable
22.
Change of Control Put Option
Not Applicable
23.
Clean-up Call Option
Applicable

(i) Clean-up Call Percentage:
75 per cent.

(ii) Early Redemption Amount: 100,000 per Note
24.
Final Redemption Amount of
100,000 per Note
each Note
25.
Early Redemption Amount

(i) Early Redemption
As per Conditions
Amount(s) of each Note payable
on redemption for taxation
reasons (Condition 6(h)) or for
illegality (Condition 6(l)):

(ii) Redemption for taxation
Yes
reasons permitted on days others
than Interest Payment Dates
(Condition 6(h)):

(iii) Unmatured Coupons to
Not Applicable
become void upon early
redemption (Materialised Bearer
Notes only) (Condition 7(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26.
Form of Notes:
Dematerialised Notes

(i) Form of Dematerialised
Bearer dematerialised form (au porteur)
Notes:

(ii) Registration Agent
Not Applicable

(iii) Temporary Global
Not Applicable
Certificate:

(iv) Applicable TEFRA
Not Applicable
exemption:
27.
Financial Centre(s) (Condition
Not Applicable
7(h)):

EMEA 145087315
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28.
Talons for future Coupons or
Not Applicable
Receipts to be attached to
Definitive Notes (and dates on
which such Talons mature):
29.
Details relating to Instalment
Not Applicable
Notes:
30.
Redenomination, renominalisation Not Applicable
and reconventioning provisions:
31.
Consolidation provisions:
Not Applicable
32.
Meeting and Voting Provisions
No Masse
(Condition 11):
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of ENGIE:

By: ............................................

Duly authorised

EMEA 145087315
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PART B OTHER INFORMATION

1.
Listing and admission to trading
Application has been made by the Issuer (or on its behalf) for the
Notes to be admitted to trading on Euronext Paris with effect from
the Issue Date.

Estimate of total expenses related
16,000
to admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued are expected to be rated:

S&P: BBB+

Pursuant to S&P definitions, an obligation rated "BBB" exhibits
adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to weaken
the obligor's capacity to meet its financial commitments on the
obligation. Ratings from "AA" to "CCC" may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing
within the rating categories.

Moody's: Baa1

Pursuant to Moody's definitions, obligations rated "Baa" are
judged to be medium-grade and subject to moderate credit risk and
as such may possess certain speculative characteristics. The
addition of the modifier "1" indicates that the obligation ranks in
the higher end of its generic rating category.

Fitch: A-

Pursuant to Fitch's definitions, an "A" rating denotes expectations
of low credit risk. The capacity for payment of financial
commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings. The modifiers "+" or
"" may be appended to a rating to denote relative status within
major rating categories.

S&P, Moody's and Fitch are established in the European Union and

registered under Regulation (EC) No 1060/2009 (as amended, the
"CRA Regulation") and are included in the list of credit rating
agencies registered in accordance with the CRA Regulation
published on the European Securities and Markets Authority's
website (https://www.esma.europa.eu/credit-rating-agencies/cra-
authorisation).
S&P, Moody's and Fitch are not established in the United Kingdom
and have each not applied for registration under Regulation (EC)
No 1060/2009 (as amended) as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "UK
CRA Regulation"), but are endorsed by S&P Global Ratings UK
Limited, Moody's Investors Service Limited and Fitch Ratings
Limited, respectively, which are established in the United
Kingdom, registered under the UK CRA Regulation and included

EMEA 145087315
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in the list of credit rating agencies registered in accordance with the
list of registered and certified credit ratings agencies published on
the website of the UK Financial Conduct Authority
(https://www.fca.org.uk/firms/credit-rating-agencies#section-
certified-credit-rating-agencies).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer. The Dealers and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking transactions with,
and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
4.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

Reasons for the offer:
Green Bonds - It is the intention of the Issuer to use the net proceeds
to fund Eligible Green Projects, as defined in the Green Financing
Framework
(https://www.engie.com/sites/default/files/assets/documents/2023-
06/20230613_Engie_Green_Framework%20%28VDEF%29.pdf).
See "Use of Proceeds" wording in Base Prospectus.

Estimated net amount of the
887,319,000

proceeds:
5.
YIELD

Indication of yield:
4.600 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
6.
OPERATIONAL INFORMATION

ISIN:
FR001400KHI6

Common Code:
267571686

Any clearing system(s) other than
Not Applicable

Euroclear Bank SA/NV and
Clearstream Banking S.A. and the
relevant identification number(s):

Delivery:
Delivery against payment

Names and addresses of additional
Not Applicable

Paying Agent(s) (if any):

7.
DISTRIBUTION

(i) Method of distribution:
Syndicated

(ii) If syndicated:

EMEA 145087315
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(A) Names of Managers:
CITIGROUP GLOBAL MARKETS EUROPE AG

INTESA SANPAOLO S.p.A.
NATIXIS
SOCIÉTÉ GÉNÉRALE
BANCO SANTANDER S.A.
BOFA SECURITIES EUROPE SA
CREDIT INDUSTRIEL ET COMMERCIAL S.A.
SMBC BANK EU AG
BANK OF CHINA (EUROPE) S.A.
CAIXA BANK, S.A.
COMMERZBANK AKTIENGESELLSCHAFT
INDUSTRIAL AND COMMERCIAL BANK OF CHINA
(EUROPE) S.A., PARIS BRANCH
KBC BANK NV
LA BANQUE POSTALE
STANDARD CHARTERED BANK AG
UNICREDIT BANK AG

(B) Stabilisation Manager(s) if any:
CITIGROUP GLOBAL MARKETS EUROPE AG

(iii) If non-syndicated, name and
Not Applicable

address of Dealer:

(iv) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes; TEFRA not
(Categories of potential investors to
applicable
which the Notes are offered):

EMEA 145087315
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