Obligation Engie 4.75% ( FR001400QOK5 ) en EUR

Engie

101.54 % ▼

France

FR001400QOK5 ( en EUR )

4.75% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Engie FR001400QOK5 en EUR 4.75%, échéance Perpétuelle

800 000 000 EUR

14/06/2025 ( Dans 56 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 perpétuelle émise par Engie (FR001400QOK5), d'un montant total de 800 000 000 EUR, affichant un taux d'intérêt de 4,75% et cotée actuellement à 102,02% de sa valeur nominale, est négociée sur le marché français.

Final Terms dated 12 June 2024

ENGIE

Issue of EUR 800,000,000 Undated 6 Year Non-Call Deeply Subordinated Fixed Rate Resettable Notes
under the Euro 40,000,000,000
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 each manufacturer's product approval process, the target market assessment in respect of the Notes
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 (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 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.
NOTIFICATION UNDER SECTION 309B(1)(c) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE (THE "SFA") In connection with Section 309B of the SFA and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the "CMP Regulations"), the Issuer has determined the
classification of the Notes as "capital markets products other than prescribed capital markets products" (as defined in
the CMP Regulations) and "Specified Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

2

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the
Subordinated Notes set forth in the Base Prospectus dated 3 June 2024 which has received approval no. 24-192 from
the Autorité des marchés financiers (the "AMF") on 3 June 2024 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 the Prospectus Regulation and
must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base
Prospectus is 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:
116

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

(i)
Series:
800,000,000

(ii) Tranche:
800,000,000
5.
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination:
100,000
7.
(i)
Issue Date:
14 June 2024

(ii) Interest Commencement Date: Issue Date
8.

Maturity Date:
Undated Notes
9.
Interest Basis:
Resettable Notes
(further particulars specified below)
10.
Deferral of Interest Optional
Applicable
Interest Payment:
11.
Redemption Basis:
Not Applicable
12.
Change of Interest Basis:
Not Applicable
13.
Call Options:
Optional Redemption
Make-Whole Redemption by the Issuer
Redemption following a Gross-Up Event
Redemption following a Withholding Tax Event
Redemption following a Tax Deductibility Event
Redemption following an Accounting Event
Redemption following a Capital Event
Clean-up Call Option
(further particulars specified below)

3

14.
(i)
Status of the Notes:
Undated Subordinated Notes
Resolution of the Board of Directors (Conseil d'Administration) of

(ii) Date of Board approval for
the Issuer dated 14 December 2023 and decision of Mrs. Catherine
issuance of Notes obtained:
MacGregor in her capacity as Directrice Générale of the Issuer
dated 5 June 2024.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
Not Applicable
16.
Floating Rate Note Provisions
Not Applicable

17.
Resettable Notes Provisions
Applicable

(i)
Initial Rate of Interest:
4.750 per cent. per annum until (but excluding) the First Reset
Date, payable annually in arrear

(ii) Broken Amount:
Not Applicable

(iii) Margin(s):
Initial margin of 1.94 per cent. from the First Reset Date (included)
to 14 June 2035 (the "First Step-up Date") (excluded)
A margin equal to 2.19 per cent. from the First Step-up Date
(included) to 14 June 2050 (the "Second Step-up Date")
(excluded)
A margin equal to 2.94 per cent. from the Second Step-up Date
(included)

(iv) Interest Payment Date(s):
14 June in each year commencing on 14 June 2025 and ending on
the redemption date of the Notes

(v) First Reset Date:
14 June 2030

(vi) Second Reset Date:
14 June 2035

(vii) Subsequent Reset Dates:
Each date falling on the fifth annual anniversary after the Second
Reset Date

(viii) Day Count Fraction:
Actual/Actual ICMA

(ix) Reset Determination Date(s):
As per Condition 5(c)

(x) Business Day Convention:
Following Business Day Convention, unadjusted

(xi) Business Centre(s):
T2

(xii) Relevant Screen Page:
Reuters Screen ICESWAP2

(xiii) Mid-Swap Rate:
Single Mid-Swap Rate

(xiv) Original Mid-Swap Rate:
5-year Mid-Swap

(xv) Mid-Swap Maturity:
5 years

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(xvi) Mid-Swap Floating Leg
6-month EURIBOR
Benchmark Rate:

(xvii)
Initial Reset Reference
2.860 per cent.

Rate:

(xviii)
Reference Banks:
As per Condition 5(c)

(xix) Minimum Rate of Interest:
Not Applicable

(xx) Maximum Rate of Interest:
Not Applicable

(xxi) Party responsible for
Not Applicable
calculating the Rate(s) of Interest
and Interest Amount(s) (if not the
Calculation Agent):
PROVISIONS RELATING TO REDEMPTION
18.
Final Redemption
The Notes are Undated Notes
19.
Optional Redemption
Applicable

(i)
Optional Redemption Date(s): Any date in the Residual Redemption Period and any Interest
Payment Date after the First Reset Date

(ii) Residual Redemption Period:
Period commencing on the Residual Redemption Date and ending
on (and including) the First Reset Date

(iii) Residual Redemption Date:
14 March 2030

(iv) Optional Redemption
100,000 per Note
Amount(s) of each Note:

(vi) Notice period:
As per Conditions
20.
Make-Whole Redemption by the
Applicable
Issuer

(i)
Notice period:
As per Conditions

(ii) Reference Bond:
German Government Bund DBR 0 per cent. due February 2030
(ISIN: DE0001102499)

(iii) Reference Dealers:
As per Conditions

(iv) Similar Security:
As per Conditions

(v) Method of determination of
Reference Screen Rate
the Make-Whole Redemption Rate:

(vi) Reference Screen Page:
Bloomberg HP page for the Reference Security (with the settings
"Mid YTM" and "Daily")

(vi) Make-Whole Redemption
0.35 per cent.
Margin(s):

5

(vii) Make-Whole Calculation
DIIS Group
Agent:
21.
Redemption following a Gross-
Applicable
Up Event (Condition 6(e)(i))
22.
Redemption following a
Applicable
Withholding Tax Event
(Condition 6(e)(ii))
23.
Redemption following a Tax
Applicable
Deductibility Event (Condition

6(e)(iii))
24.
Redemption following an
Applicable
Accounting Event (Condition

6(f))
25.
Redemption following a Capital
Applicable
Event (Condition 6(g))

Rating Agencies:
The Rating Agencies referred to in Part B item 2 of these Final
Terms
26.
Clean-up Call Option (Condition
Applicable
6(h))

Clean-up Call Percentage:
75.00 per cent
27.
Final Redemption Amount of
100,000 per Note
each Note
28.
Early Redemption Amount

(i)
Early Redemption Amount(s)
100,000 per Note
of each Note payable following a
Gross-Up Event (Condition
6(e)(i)):

(ii) Early Redemption Amount(s)
100,000 per Note
of each Note payable following a
Withholding Tax Event (Condition
6(e)(ii)):

(iii) Early Redemption Amount(s)
101,000 per Note until the Residual Redemption Date (excluded)
of each Note payable following a
100,000 per Note from the Residual Redemption Date (included)
Tax Deductibility Event (Condition
6(e)(iii)):

(iv) Early Redemption Amount(s)
101,000 per Note until the Residual Redemption Date (excluded)
of each Note payable following an
100,000 per Note from the Residual Redemption Date (included)
Accounting Event (Condition 6(f)):

6

(v) Early Redemption Amount(s)
101,000 per Note until the Residual Redemption Date (excluded)
of each Note payable following a
100,000 per Note from the Residual Redemption Date (included)
Capital Event (Condition 6(g)):

(vi) Early Redemption Amount(s)
100,000 per Note
of each Note payable following a

Clean-up Call Option (Condition
6(h)):

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

(viii) Unmatured Coupons to
Not Applicable
become void upon early
redemption (Materialised Bearer
Notes only) (Condition 7(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.
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
30.
Financial Centre(s) (Condition 7(h)): Not Applicable
31.
Talons for future Coupons to be
Not Applicable
attached to Definitive Notes (and
dates on which such Talons mature):
32.
Redenomination, renominalisation
Not Applicable
and reconventioning provisions:
33.
Consolidation provisions:
Not Applicable
34.
Meeting and Voting Provisions
No Masse
(Condition 11):

7

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
18,000
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: Baa3
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: BBB
Pursuant to Fitch's definitions, 'BBB' ratings indicate that
expectations of default risk are currently low. The capacity
for payment of financial commitments is considered
adequate, but adverse business or economic conditions are
more likely to impair this capacity.

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 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/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

9

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 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).

The following paragraphs in italics do not form part of the Terms and Conditions of the
Subordinated Notes.
The Issuer intends (without thereby assuming a legal obligation), that if it redeems or repurchases any
Notes (or any part thereof), it will so redeem or repurchase the relevant Notes (or any part thereof) only
to the extent that such part of the aggregate principal amount of the Notes (or any part thereof) to be
redeemed or repurchased as was categorised as equity by S&P at the time of its issuance ("equity credit")
does not exceed such part of the net proceeds received by the Issuer or any Subsidiary of the Issuer on or
prior to the date of such redemption or repurchase from the sale or issuance by the Issuer or such
Subsidiary to third party purchasers (other than group entities of the Issuer) of securities which are
assigned by S&P, as the case may be, an aggregate "equity credit" (or such similar nomenclature used by
S&P from time to time) that is equal to or greater than the "equity credit" assigned to the relevant Notes
(or any part thereof) to be redeemed or repurchased at the time of their issuance (but taking into account
any changes in hybrid capital methodology or the interpretation thereof since the issuance of the relevant
Notes), unless:
(i)
the long-term corporate rating (or such similar nomenclature then used by S&P) assigned by S&P
to the Issuer is at least the same as or higher than the long-term corporate credit rating assigned
to the Issuer on the date of the last additional hybrid issuance (excluding any refinancing
transaction of the hybrid securities which were assigned a similar "equity credit" by S&P (or
such similar nomenclature then used by S&P) and the Issuer is of the view that such rating would
not fall below this level as a result of such redemption or repurchase; or
(ii)
in the case of repurchase or redemption, taken together with other relevant repurchases or
redemptions of hybrid securities of the Issuer, such repurchase or redemption is of less than (i)
10 per cent. of the aggregate hybrid capital outstanding in any period of 12 consecutive months
or (ii) 25 per cent. of the hybrid capital outstanding in any period of 10 consecutive years,
provided that such repurchase or redemption has no materially negative effect on the Issuer's
credit profile; or
(iii)
the relevant Notes are redeemed pursuant to a Capital Event, an Accounting Event, a Tax
Deductibility Event, a Withholding Tax Event or a Gross-Up Event; or
(iv)
the relevant Notes are not assigned an "equity credit" by S&P (or such similar nomenclature
then used by S&P) at the time of such redemption or repurchase; or
(v)
in the case of a redemption or repurchase, such redemption or repurchase relates to an aggregate
principal amount of Notes which is less than or equal to the excess (if any) above the maximum
aggregate principal amount of the Issuer's hybrid capital to which S&P then assigns equity
content under its prevailing methodology, or
(vi)
such redemption or repurchase occurs on or after 14 June 2050.

10