Obligation ENGIE 3.875% ( FR001400MF86 ) en EUR

ENGIE

100 % ⇌

France

FR001400MF86 ( en EUR )

3.875% par an ( paiement annuel )

06/12/2033

Prospectus brochure de l'obligation ENGIE FR001400MF86 en EUR 3.875%, échéance 06/12/2033

900 000 000 EUR

06/12/2025 ( Dans 231 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 FR001400MF86, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/12/2033

Final Terms dated 4 December 2023

ENGIE
Issue of 900,000,000 3.875 per cent. Notes due 6 December 2033
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 19 of the Guidelines published by ESMA
on 3 August 2023, 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.
UK MiFIR product governance / Professional investors and eligible counterparties only target market
Solely for the purposes of the 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 manufacturer, 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 manufacturer's target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturer's 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.

2

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, the first supplement to it dated 4 August 2023 which has received approval no. 23-
345 from the AMF on 4 August 2023 and the second supplement to it dated 21 November 2023 which has received
approval no. 23-484 from the AMF on 21 November 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 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:
112

(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:
99.204 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination:
100,000
7.
(i)
Issue Date:
6 December 2023

(ii) Interest Commencement
Issue Date
Date:
8.

Maturity Date:
6 December 2033
9.
Interest Basis:
3.875 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)

3

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

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

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

(iii) Fixed Coupon Amount:
3,875 per 100,000 in nominal amount

(iv) Broken Amount(s):
Not Applicable

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

(vi) Determination Dates:
6 December 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 2.6 per cent. due 15 August 2033
(ISIN Code: DE000BU2Z015)

(iii) Reference Dealers:
As per Conditions

(iv) Similar Security:
As per Conditions

(v) Redemption Rate:
As per Conditions

(vi) Redemption Margin:
+0.25 per cent.

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

4

20.
Residual Maturity Call Option
Applicable

(i)
Residual Maturity Call
6 September 2033
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)):

5

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

6

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 to
9,600
admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued have been 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,

7

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/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
Issuer's Green Financing Framework available together
with the second party opinion on the Issuer's website:
https://www.engie.com/en/finance/credit/green-finance
See "Use of Proceeds" wording in Base Prospectus.

Estimated net amount of the proceeds:
891,216,000

5.
YIELD

Indication of yield:
3.973 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:
FR001400MF86

Common Code:
272935114

Any clearing system(s) other than Euroclear
Not Applicable

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

Delivery:
Delivery against payment

Names and addresses of additional Paying
Not Applicable

Agent(s) (if any):

7.
DISTRIBUTION

(i)
Method of distribution:
Syndicated

(ii) If syndicated:

8

(A) Names of Managers:

BANCO SANTANDER, S.A.
BELFIUS BANK SA/NV
BNP PARIBAS
BOFA SECURITIES EUROPE SA
CAIXABANK, S.A.
CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK
ING BANK N.V., BELGIAN BRANCH
LA BANQUE POSTALE
MIZUHO SECURITIES EUROPE GMBH
SMBC BANK EU AG
SOCIÉTÉ GÉNÉRALE

(B) Stabilisation Manager(s) if any:
CRÉDIT
AGRICOLE
CORPORATE
AND
INVESTMENT BANK

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

Dealer:

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

9