Obligation ENGIE 2.34% ( CH1277582008 ) en CHF

ENGIE

102.56 % ▼

Belgique

CH1277582008 ( en CHF )

2.34% par an ( paiement annuel )

04/01/2027

Prospectus brochure de l'obligation ENGIE CH1277582008 en CHF 2.34%, échéance 04/01/2027

04/01/2026 ( Dans 260 jours )

ENGIE est une entreprise mondiale de l'énergie, active dans la production et la fourniture d'électricité et de gaz, ainsi que dans les services énergétiques.

L'Obligation émise par ENGIE ( Belgique ) , en CHF, avec le code ISIN CH1277582008, paye un coupon de 2.34% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/01/2027

Final Terms dated 29 June 2023

ENGIE
CHF 190,000,000 2.340 per cent. Fixed Rate Notes due 4 January 2027
under the Euro 30,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier: LAXUQCHT4FH58LRZDY46

MIFID II product governance / Professional investors, eligible counterparties and retail investors in Switzerland 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 manufacturer(s), has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, professional clients and retail clients in Switzerland 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.

Swiss Public Offer: For the avoidance of doubt, investors are informed that the Notes will be offered to the public in Switzerland
only.

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 which constitutes 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 Article 8 of the Prospectus Regulation and article 64 of the Swiss Financial
Services Act of 15 June 2018 (the FinSA) and must be read in conjunction with the Base Prospectus and the Swiss
issue and listing prospectus dated 29 June 2023, prepared in connection with the listing of the Notes on SIX Swiss
Exchange Ltd. ("SIX Swiss Exchange") (together with the Base Prospectus, the "Swiss Prospectus") in order to
obtain all the relevant information. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the Swiss Prospectus.
The Base Prospectus and the Final Terms are available for viewing on the website of ENGIE (www.engie.com) and
printed copies may be obtained from ENGIE at 1, place Samuel de Champlain, 92400 Courbevoie, France. Copies of
the Swiss Prospectus as well as the documents incorporated therein by reference may be obtained from Deutsche Bank
AG Zurich Branch, Uraniastrasse 9, 8001 Zurich, Switzerland, or may be obtained upon request by e-mail to
([email protected]).

1.
Issuer:
ENGIE
2.
(i)
Series Number:
105
(ii) Tranche Number:
1

(iii)
Date on which the Notes Not Applicable
become fungible:
3.
Specified Currency or Currencies:
Swiss Francs ("CHF")
4.
Aggregate Nominal Amount:

(i)
Series:
CHF 190,000,000

(ii) Tranche:
CHF 190,000,000
5.
Issue Price:
100.007 per cent.
6.
Specified Denomination:
CHF 5,000, CHF 100,000 and CHF 1,000,000
7.
(i)
Issue Date:
4 July 2023

(ii)
Interest Commencement Date: Issue Date
8.

Maturity Date:
4 January 2027
9.
Interest Basis:
2.340 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

Not Applicable

12.
Put/Call Options:
2

13.
(i) Status of the Notes:
Unsubordinated

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

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

(ii) Interest Payment Date(s):
4 January in each year from and including 4 January 2024 to and
including the Maturity Date. There will be a short first coupon in
respect of the Interest Period starting on, and including, the Interest
Commencement Date and ending on, but excluding, 4 January 2024.

(iii) Fixed Coupon Amount:
CHF 117.00 per Note of CHF 5,000 Specified Denomination, CHF
2,340.00 per Note of CHF 100,000 Specified Denomination, CHF
23,400.00 per Note of CHF 1,000,000 Specified Denomination
subject to the Broken Amount specified below

(iv) Broken Amount:
CHF 58.50 per Note of CHF 5,000 Specified Denomination, CHF
1,170.00 per Note of CHF 100,000 Specified Denomination, CHF
11,700.00 per Note of CHF 1,000,000 Specified Denomination,
payable on the Interest Payment Date falling on 4 January 2024

(v) Day Count Fraction:
30/360

(vi) Determination Dates:
Not Applicable
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 the
Not Applicable
Issuer
20.
Residual Maturity Call Option
Not Applicable
21.
Put Option
Not Applicable
22.
Change of Control Put Option
Not Applicable
23.
Clean-up Call Option
Not Applicable
24.
Final Redemption Amount of
CHF 5,000 per CHF 5,000, CHF 100,000 per CHF 100,000 and
each Note
CHF 1,000,000 per CHF 1,000,000 Specified Denomination
25.
Early Redemption Amount

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(i)
Early Redemption Amount(s)
CHF 5,000 per CHF 5,000, CHF 100,000 per CHF 100,000 and
of each Note payable on
CHF 1,000,000 per CHF 1,000,000 Specified Denomination
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:
Materialised Notes
The Terms and Conditions of the French Law Notes and other
relevant parts of the Base Prospectus shall be amended as follows:
The Notes will be in materialised bearer form ("Materialised Notes"
as such term is defined in the "Terms and Conditions of the Notes")
and will be represented on issue by a temporary global certificate
without coupons attached (the "Temporary Global Certificate")
substantially in the form annexed to the Supplemental Agency
Agreement dated 29 June 2023 (the "Supplemental Agency
Agreement"), between, inter alia, the Issuer and Deutsche Bank AG
Zurich Branch in its capacity as Swiss principal paying agent (the
"Swiss Principal Paying Agent") and Commerzbank
Aktiengesellschaft, Zurich Branch and UBS Investment Bank as
additional swiss paying agent (the "Swiss Paying Agents"), to be
deposited with the Intermediary (as defined below).
The Temporary Global Certificate will be exchanged for definitive
Materialised Notes in bearer form (the "Definitive Notes") each
with coupons for interest attached (the "Coupons") on or after the
first day following the expiry of 40 calendar days after the Issue
Date, subject to postponement as provided in the Temporary Global
Certificate. The Notes are denominated in Swiss Francs, in bearer
form, and are deposited with and cleared through SIS or any other
clearing institution in Switzerland recognised for such purposes by
SIX Swiss Exchange, and fulfil the criteria from time to time
required in order to benefit from a limited exception to the non-US
beneficial ownership certification requirement of the TEFRA D
Rules.
The Temporary Global Certificate upon issue and, following their
exchange, the Definitive Notes and Coupons shall be deposited by
the Swiss Principal Paying Agent with SIX SIS Ltd or any other
intermediary in Switzerland recognised for such purposes by SIX
Swiss Exchange Ltd (SIX SIS Ltd or any such other intermediary,
4

the "Intermediary"). Once so deposited with the Intermediary and
entered into the accounts of one or more participants of the
Intermediary, the Notes will constitute intermediated securities
("Intermediated Securities") (Bucheffekten) in accordance with the
provisions of the Swiss Federal Intermediated Securities Act
(Bucheffektengesetz).
Each Holder (as defined below) shall have a quotal co-ownership
interest (Miteigentumsanteil) in the Temporary Global Certificate
and, following their exchange, the Definitive Notes and the related
Coupons to the extent of its claim against the Issuer, provided that
for so long as the Temporary Global Certificate and, following their
exchange, the Definitive Notes and the related Coupons remain
deposited with the Intermediary, the co-ownership interest shall be
suspended.
In respect of Notes in the form of Intermediated Securities, the
records of the Intermediary will determine the number of Notes held
through each participant in that Intermediary. The holders of the
Notes will be the persons holding the Notes in a securities account
(Effektenkonto) that is in their own name and for their own account
or, in case of Intermediaries (Verwahrungsstellen), the
Intermediaries holding the Notes for their own account in a securities
account (Effektenkonto) which is in their name (and the expression
"Holders" and related expressions shall be construed accordingly).
The Notes in the form of Intermediated Securities may only be
transferred by the entry of the transferred Notes in a securities
account of the transferee.
No Holder shall at any time have the right to effect or demand the
delivery of the Definitive Notes and/or any related Coupons. If the
Swiss Principal Paying Agent determines the delivery of Definitive
Notes or Coupons (i) to be necessary or useful or (ii) to be required
by Swiss or foreign laws in connection with the enforcement of
rights (including in cases of bankruptcy, consolidation, or
reorganization of the Issuer), the Swiss Principal Paying Agent shall
provide, without cost to the Holders, for the delivery of the
Definitive Notes and related Coupons for unmatured interest to the
Holders against cancellation of the Notes in the Holders' securities
accounts.
Condition 1 and 2 of the Terms and Conditions of the Notes shall be
amended and construed accordingly.

(i)
Form of Dematerialised Notes:
Not Applicable

(ii) Registration Agent
Not Applicable

(iii) Temporary Global Certificate:
See above

(iv) Applicable TEFRA exemption: D Rules, in accordance with Swiss practice
27.
Financial Centre(s) (Condition 7(h)): Zurich, TARGET 2
28.
Talons for future Coupons or
Not Applicable
5

Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):
29.
Details relating to Instalment Notes:
Not Applicable
30.
Redenomination, renominalisation
Not Applicable
and reconventioning provisions:
31.
Consolidation provisions:
Not Applicable
32.
Meeting and Voting Provisions
Contractual Masse
(Condition 11):
Name and address of the Representative:
MASSQUOTE S.A.S.U.
33, rue Anna Jacquin
92100 Boulogne Billancourt
France
For the purpose of the Condition 11(c)(iii), the first paragraph
of Condition 11(c)(iii) shall, for the purposes of this Series of
Notes only, be deemed deleted and replaced by the following
paragraphs:
"While the Temporary Global Certificate and, following their
exchange, the Definitive Notes are deposited with the Intermediary
and constitute Intermediated Securities, the right of each Noteholder
to participate in a General Meeting shall be evidenced by a bank
certificate confirming such Noteholder's holdings of Notes
according to his book entry securities account with such bank, in line
with the relevant instructions in the invitation for the General
Meeting.
In the event the Definitive Notes are no longer deposited with the
Intermediary and no longer constitute Intermediated Securities, then,
the following provisions shall apply for the purposes of determining
the right of each Noteholder to participate in General Meetings:
(a) If a holder of a Definitive Note wishes to obtain a voting
certificate in respect of it for a meeting, he must deposit it for
that purpose not less than 48 hours before the time fixed for the
meeting with the Swiss Principal Paying Agent or to the order
of the Swiss Principal Paying Agent with a bank or other
depositary nominated by the Swiss Paying Agent for that
purpose. The Swiss Principal Paying Agent shall then issue a
voting certificate in respect of it.
(b) A voting certificate shall:
(i) be a document in the English language;
(ii) be dated;
(iii) specify the meeting concerned and the serial numbers of
the Definitive Notes deposited; and
(iv) entitle, and state that it entitles, its bearer to attend and vote
at that meeting in respect of those Notes.
(c) Once the Swiss Principal Paying Agent has issued a voting
certificate for a meeting in respect of a Definitive Note, it shall
6

not release such Note until either:
(i) the meeting has been concluded; or
(ii) the voting certificate has been surrendered to the Swiss
Principal Paying Agent.
(d) If a holder of a Definitive Note wishes the votes attributable to
it to be included in a block voting instruction for a meeting, then,
not less than 48 hours before the time fixed for the meeting, (i)
he must deposit the Note for that purpose with the Swiss
Principal Paying Agent or to the order of the Swiss Principal
Paying Agent with a bank or other depositary nominated by the
Swiss Paying Agent for that purpose and (ii) he or a duly
authorised person on his behalf must direct the Swiss Principal
Paying Agent as to how those votes are to be cast. The Swiss
Principal Paying Agent shall issue a block voting instruction in
respect of the votes attributable to all Notes so deposited.
(e) A block voting instruction shall:
(i) be a document in the English language;
(ii) be dated;
(iii) specify the meeting concerned;
(iv) list the total number and serial numbers of the Definitive
Notes deposited, distinguishing with regard to each
resolution between those voting for and those voting
against it;
(v) certify that such list is in accordance with Notes deposited
and directions received as provided in paragraphs (d), (g)
and (j); and
(vi) appoint a named person (a "proxy") to vote at that meeting
in respect of those Notes and in accordance with that list.
A proxy need not be a Noteholder.
(f) Once the Swiss Principal Paying Agent has issued a block
voting instruction for a meeting in respect of the votes
attributable to any Definitive Notes:
1.
it shall not release the Notes, except as provided in
paragraph (g), until the meeting has been concluded; and
2.
the directions to which it gives effect may not be revoked
or altered during the 48 hours before the time fixed for the
meeting.
(g) If the receipt for a Definitive Note deposited with the Swiss
Principal Paying Agent in accordance with paragraph (d) is
surrendered to the Swiss Principal Paying Agent not less than
48 hours before the time fixed for the meeting, the Swiss
Principal Paying Agent shall release the Note and exclude the
votes attributable to it from the block voting instruction.
7

(h) Each block voting instruction shall be deposited not less than 48
hours before the time fixed for the meeting at the specified
office of the Swiss Principal Paying Agent or such other place
as the Issuer shall designate or approve, and in default it shall
not be valid unless the chairman of the meeting decides
otherwise before the meeting proceeds to business. If the Issuer
requires, at its expense and if reasonably practicable, a notarially
certified copy of each block voting instruction shall be produced
by the proxy at the meeting but the Issuer need not investigate
or be concerned with the validity of the proxy's appointment.
(i) A vote cast in accordance with a block voting instruction shall
be valid even if it or any of the Noteholders' instructions
pursuant to which it was executed has previously been revoked
or amended, unless written intimation of such revocation or
amendment is received from the Swiss Principal Paying Agent
at its specified office (or such other place as may have been
specified by the Issuer for the purpose) or by the chairman of
the meeting in each case at least 24 hours before the time fixed
for the meeting.
(j) No Note may be deposited with or to the order of the Swiss
Principal Paying Agent at the same time for the purposes of both
paragraph (a) and paragraph (d) for the same meeting.
For the purposes of this section, the terms:
"24 hours" means a period of 24 hours including all or part of a day
on which banks are open for business both in the place where the
meeting is to be held and in each of the places where the Swiss
Principal Paying Agent has its specified office (disregarding for this
purpose the day on which the meeting is to be held) and that period
shall be extended by one period or, to the extent necessary, more
periods of 24 hours until there is included all or part of a day on
which banks are open for business in all of the places where the
Swiss Principal Paying Agent has its specified office; and
"48 hours" means a period of 48 hours including all or part of two
days on which banks are open for business both in the place where
the meeting is to be held and in each of the places where the Swiss
Principal Paying Agent has its specified office (disregarding for this
purpose the day on which the meeting is to be held) and that period
shall be extended by one period or, to the extent necessary, more
periods of 24 hours until there is included all or part of two days on
which banks are open for business in all of the places where the
Swiss Principal Paying Agent has its specified office."
The Notes and the Coupons and any non-contractual obligations
33.
Governing Law:
arising out of or in connection with the Notes and the Coupons will
be governed by, and shall be construed in accordance with, French
law.
34.
Additional other terms:
1. Condition 7(b) of the Terms and Conditions of the
Notes shall be amended, in relation to this Series of
8

Notes only, by the addition of the following
paragraph at the end of such Condition 7(b):
"The Issuer shall make all payments of principal and interest due
under the Notes to the Swiss Principal Paying Agent in accordance
with the Supplemental Agency Agreement and the Terms and
Conditions of the Notes. The receipt by the Swiss Principal Paying
Agent (or any successor) of the due and punctual payment of funds
in Swiss Francs (CHF) in Zurich, in the manner provided by the
Conditions and these Final Terms shall release the Issuer from its
obligations under the Notes and Coupons for the payment of interest
and principal due on the relevant Interest Payment Date and on the
Maturity Date to the extent of such payment.
Except to the extent required by law, payments of principal and/or
interest under the Notes shall be made in freely disposable Swiss
Francs, without collection costs in Switzerland and without any
restrictions and whatever the circumstances may be, irrespective of
nationality, domicile or residence of the Noteholders or
Couponholders and without requiring any certification, affidavit or
the fulfilment of any other formality."
2. Condition 7(e) of the Terms and Conditions of the
Notes shall be amended, in relation to this Series of
Notes only, by the addition of the following
paragraph at the end of such Condition 7(e):
"So long as the Notes are listed on SIX Swiss Exchange, the Issuer
will maintain a paying agent for the Notes having a specified office
in Switzerland and all references in the Conditions to the Paying
Agents shall, where applicable, for the purposes of the Notes only,
be construed as references to the Swiss Principal Paying Agent and
will at no time include a paying agent having a specified office
outside Switzerland, unless permitted by applicable law. Any
reference in the Conditions to the "Fiscal Agent" shall, so far as the
context permits, be deemed to be a reference to the Swiss Principal
Paying Agent."
3. Condition 8 of the Terms and Conditions of the
Notes shall be amended, in relation to this Series of
Notes only, by the addition of the following
paragraphs after Condition 8(b)(ii):
"(iii) where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any
agreements between the European Union and other countries or
territories or any law or other governmental regulation implementing
or complying with, or introduced in order to conform to, such
agreements; or
(iv) where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any law or an
agreement between Switzerland and other countries on withholding
taxes levied by Swiss paying agents in respect of persons resident in
the other country on income of such person on Notes booked or
deposited with a Swiss paying agent.
9

(v) by reason of the holder of any Note or Coupon being domiciled
or established, or receiving payments made under any such Note or
Coupon in an account open, in a non-cooperative State or territory
(Etat ou territoire non coopératif) within the meaning of article 238-
0 A of French Code Général des Impôts other than States or
territories mentioned in paragraph 2 bis, 2° of Article 238-0 A of the
French Code Général des Impôts or by virtue of Article 238 A of the
French Code Général des Impôts."
4. Condition 11(c)(iii) of the Terms and Conditions of
the Notes shall be supplemented, in relation to this
Series of Notes only, by the addition of the following
at the end of Condition 11(c)(iii):
"Each Note carries the right to one vote or, in the case of Notes
issued with more than one Specified Denomination, one vote in
respect of each multiple of the lowest Specified Denomination
comprised in the principal amount of the Specified Denomination of
such Note."
5. Condition 15 of the Terms and Conditions of the
Notes shall be amended, in relation to this Series of
Notes only, by the addition of the following at the
end of Condition 15:
"(f) Notwithstanding the foregoing, so long as the Notes are listed
on SIX Swiss Exchange and the rules of that exchange so require,
all notices regarding the Notes and the Coupons shall be given by
publication (i) on the internet website of SIX Swiss Exchange
(currently:
www.six-group.com/en/products-services/the-swiss-
stock-exchange/market-data/news-tools/official-notices.html) or (ii)
otherwise in accordance with the regulations of SIX Swiss
Exchange. Any notices so given will be deemed to have been validly
given on the date of such publication or if published more than once,
on the first date of such publication."

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for the issue of the Notes and admission to trading on SIX Swiss
Exchange by ENGIE pursuant to its Euro 30,000,000,000 Euro Medium Term Note Programme for which purpose
they are hereby submitted.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of ENGIE:

By:
Grégoire de THIER

Duly authorised
Head of Corporate Funding & Rating

10