Obligation ENGIE 4.25% ( FR001400F1M1 ) en EUR

ENGIE

100 % ⇌

France

FR001400F1M1 ( en EUR )

4.25% par an ( paiement annuel )

11/01/2043

Prospectus brochure de l'obligation ENGIE FR001400F1M1 en EUR 4.25%, échéance 11/01/2043

750 000 000 EUR

11/01/2026 ( Dans 267 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 ( France ) , en EUR, avec le code ISIN FR001400F1M1, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/01/2043

Final Terms dated 9 January 2023

ENGIE
Issue of 750,000,000 4.250 per cent. Notes due 11 January 2043
under the Euro 25,000,000,000
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 manufacturer(s), 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.

UK MiFIR 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 (in accordance with the FCA's policy statement entitled "Brexit our
approach to EU non-legislative materials"), as determined by the manufacturers, has led to the conclusion that: (i) the target market for the
Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK
MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook 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 more) 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 more) 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.

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 24 May 2022 which has received approval no. 22-176 from the Autorité des marchés financiers (the
"AMF") on 24 May 2022, the first supplement to it dated 16 August 2022 which has received approval no. 22-350
from the AMF on 16 August 2022, the second supplement to it dated 31 August 2022 which has received approval no.
22-364 from the AMF on 31 August 2022 and the third supplement to it dated 28 December 2022 which has received
approval no. 22-503 from the AMF on 28 December 2022, 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 supplements 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:
103

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

(i)
Series:
750,000,000

(ii) Tranche:
750,000,000
5.
Issue Price:
98.552 per cent. of the Aggregate Nominal Amount
6.
Specified Denominations:
100,000
7.
(i)
Issue Date:
11 January 2023

(ii)
Interest Commencement Date: Issue Date
8.

Maturity Date:
11 January 2043
9.
Interest Basis:
4.250 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)

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

2

4 January 2023.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable

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

(ii) Interest Payment Date(s):
11 January in each year from and including 11 January 2024 to and
including the Maturity Date

(iii) Fixed Coupon Amount:
4,250 per 100,000 in nominal amount

(iv) Broken Amount(s):
Not Applicable

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

(vi) Determination Dates:
11 January 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 the
Applicable
Issuer

(i)
Notice period:
As per Conditions

(ii) Reference Bond:
German Government Bund DBR 3.250 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:
+ 0.350 per cent.

(vii) Party, if any, responsible for Not Applicable
calculating the principal and/or
interest due (if not the Calculation
Agent):
20.
Residual Maturity Call Option
Applicable

(i)
Residual Maturity Call
11 October 2042

Option Date:

(ii) Notice period:
As per Conditions
21.
Put Option
Not Applicable

3

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 Amount(s) As per Conditions
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 Notes:
Bearer dematerialised form (au porteur)

(ii) Registration Agent
Not Applicable

(iii) Temporary Global Certificate:
Not Applicable

(iv) Applicable TEFRA exemption: Not Applicable
27.
Financial Centre(s) (Condition 7(h)): Not Applicable
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 Notes:
Not Applicable
30.
Redenomination, renominalisation
Not Applicable
and reconventioning provisions:
31.
Consolidation provisions:
Not Applicable
32.
Meeting and Voting Provisions
No Masse shall apply
(Condition 11):

4

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of ENGIE:

By:

Duly authorised
Grégoire de THIER
Head of Funding & Rating

5

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

(ii) Estimate of total
16,000
expenses related 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
(www.esma.europa.eu/supervision/credit-rating-agencies/risk).
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,

6

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 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/markets/credit-rating-
agencies/registered-certified-cras).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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 Managers 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/2020-
03/engie-green-bond-framework-March%202020-
version%20finale%202_0.pdf).
See "Use of Proceeds" wording in Base Prospectus.

Estimated net amount of the
737,400,000
proceeds:
5.
YIELD

Indication of yield:
4.360 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:
FR001400F1M1

Common Code:
257422534

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

7.
DISTRIBUTION

(i)
Method of distribution:
Syndicated

(ii) If syndicated:

(A) Names of Managers:
Barclays Bank Ireland PLC
BNP Paribas
BofA Securities Europe SA
UniCredit Bank AG
Banco Bilbao Vizcaya Argentaria, S.A.
Deutsche Bank Aktiengesellschaft
HSBC Continental Europe
ING Bank N.V., Belgian Branch
MUFG Securities (Europe) N.V.
NatWest Markets N.V.
Bank of China (Europe) S.A.
Industrial and Commercial Bank of China (Europe) S.A., acting
through its Paris branch
Intesa Sanpaolo S.p.A.
La Banque Postale
Mizuho Securities Europe GmbH
Standard Chartered Bank AG

(B) Stabilising Manager(s)
BofA Securities Europe SA

if any:

(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 applicable
to which the Notes are offered):

8