Obligation ENGIE 1.157% ( FR0013347465 ) en EUR

ENGIE

100 % ⇌

France

FR0013347465 ( en EUR )

1.157% par an ( paiement annuel )

05/07/2027

Prospectus brochure de l'obligation ENGIE FR0013347465 en EUR 1.157%, échéance 05/07/2027

1 000 EUR

50 000 000 EUR

05/07/2025 ( Dans 77 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 FR0013347465, paye un coupon de 1.157% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/07/2027

Final Terms dated 3 July 2018

ENGIE
Issue of 50,000,000 1.157 per cent. Notes due 5 July 2027
under the Euro 25,000,000,000
Euro Medium Term Note Programme

MIFID II 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, 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 manufacturer's 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 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, with effect from such date, 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"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended (the
"Prospectus Directive"). 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.
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 16 October 2017 which has received visa no. 17-552 from the Autorité des marchés financiers (the
"AMF") on 16 October 2017, the first supplement to it dated 15 June 2018 which has received visa no. 18-247 from
the AMF on 15 June 2018 and the second supplement to it dated 20 June 2018 which has received visa no. 18-252
from the AMF on 20 June 2018, which together constitute a base prospectus for the purposes of the Directive
2003/71/EC as amended (the "Prospectus Directive"), (the "Base Prospectus"). This document constitutes the
Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be
read in conjunction with the Base Prospectus as supplemented. 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 Base Prospectus as
supplemented by the supplements. 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.

EMEA 118244919
1

1.
Issuer:
ENGIE

2.
(i) Series Number:
83

(ii) Tranche Number:
1

3.
Specified Currency or
Euro ("")

Currencies:

4.
Aggregate Nominal

Amount:

(i) Series:
50,000,000

(ii) Tranche:
50,000,000

5.
Issue Price:
100.000 per cent. of the Aggregate Nominal Amount

6.
Specified Denominations:
1,000,000

7.
(i) Issue Date:
5 July 2018

(ii) Interest
Issue Date

Commencement Date:
8.

Maturity Date:
5 July 2027

9.
Interest Basis:
1.157 per cent. 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

Issuer Residual Maturity Call Option
Clean-Up Call Option
(further particulars specified below)
13.
(i) Status of the Notes:
Unsubordinated

(ii) Date of Board

Resolution
of
the
Board
of
Directors
(Conseil
approval for issuance of
d'Administration) of the Issuer dated 13 December 2017 and
Notes obtained:
decision of Mrs. Isabelle Kocher in her capacity as Directeur
Général of the Issuer dated 27 June 2018.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.
Fixed Rate Note
Applicable

Provisions

(i) Rate of Interest:
1.157 per cent. per annum payable in arrear on each Interest

EMEA 118244919
2

Payment Date

(ii) Interest Payment
5 July in each year from and including 5 July 2019 to and

Dates:
including the Maturity Date

(iii) Fixed Coupon
11,570 per 1,000,000 in nominal amount

Amount:

(iv) Broken Amount(s):
Not Applicable

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

(vi) Determination Dates:
5 July in each year

15.
Floating Rate Note
Not Applicable

Provisions
16.
Zero Coupon Note
Not Applicable

Provisions
17.
Inflation Linked Interest
Not Applicable

Note Provisions
PROVISIONS RELATING TO REDEMPTION

18.
Call Option
Not Applicable

19.
Make-Whole Redemption Applicable

by the Issuer

(i) Notice period:
As per Conditions

(ii) Reference Rate:
German Government Bund DBR 0.25 per cent. due February

2027(ISIN Code: DE0001102416)

(iii) Redemption Margin:
0.15 per cent.

(iv) Party, if any,
Deutsche Bank AG, London Branch

responsible for calculating
the principal and/or interest
due (if not the Calculation
Agent):
20.
Residual Maturity Call
Applicable

Option

(i) Call Option Date:
5 April 2027

(ii) Notice period:
As per Conditions

21.
Put Option
Not Applicable

22.
Change of Control Put
Not Applicable

Option

EMEA 118244919
3

23.
Clean-Up Call Option
Applicable

(i) Clean-Up Call
80 per cent.

Percentage:

(ii) Early Redemption
1,000,000 per Note

Amount:
24.
Final Redemption
1,000,000 per Note

Amount of 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)),
for
illegality
(Condition 6(l)) or on
event of default (Condition
9):

(ii) Redemption
for Yes

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

(iii) Unmatured Coupons Not Applicable

to 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
Bearer dematerialised form (au porteur)
Dematerialised Notes:

(ii) Registration Agent
Not Applicable

(iii) Temporary Global
Not Applicable
Certificate:

(iv) Applicable TEFRA
Not Applicable
exemption:

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

28.
Talons for future Coupons
Not Applicable

EMEA 118244919
4

or Receipts to be attached to
Definitive Notes (and dates
on which such Talons
mature):

29.
Details relating to
Not Applicable
Instalment Notes:

30.
Redenomination,
Not Applicable
renominalisation and
reconventioning provisions:

31.
Consolidation provisions:
Not Applicable

32.
Meeting and Voting
No Masse shall apply
Provisions (Condition 11):

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of ENGIE:
By: ............................................

Duly authorised

EMEA 118244919
5

PART B OTHER INFORMATION

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

(ii) Estimate of total
10,950 (including Euronext listing fees and AMF expenses)
expenses related to
admission to trading:
2.
RATINGS

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

S & P: A-

Moody's: A2
Fitch: A

Each of S&P, Moody's and Fitch is established in the European
Union and registered under Regulation (EC) No 1060/2009 (as
amended
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the offer. The Manager and its 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, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: See "Use of Proceeds" wording in Prospectus

(ii) Estimated total
10,950 (including estimated Euronext listing fees and AMF
expenses:
expenses)
5.
YIELD

Indication of yield:
1.157 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:
FR0013347465

Common Code:
185416119

CFI:
Not Applicable

EMEA 118244919
6

FISN:
Not Applicable

Any clearing system(s)
Not Applicable

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

Delivery:
Delivery against payment

Names and addresses of
Not Applicable

additional Paying Agent(s)
(if any):

7.
DISTRIBUTION

(i) Method of
Non-syndicated

distribution:

(ii) If syndicated:

(A) Names of Managers:
Not Applicable

(B) Stabilising
Not Applicable

Manager(s) if any:

(iii) If non-syndicated,
Deutsche Bank AG, London Branch

name and address of
Winchester House
Dealer:
1, Great Winchester Street
London EC2N 2DB
United Kingdom

(iv) US Selling
Reg. S Compliance Category 2 applies to the Notes;

Restrictions(Categories of
potential investors to which TEFRA not applicable
the Notes are offered):

(vii) Prohibition of Sales
Applicable

to EEA Retail Investors:

EMEA 118244919
7