Bond Engy S.A. 1.875% ( FR00140046Y4 ) in EUR

Engy S.A.

100 % ▲

France

FR00140046Y4 ( in EUR )

1.875% per year ( payment 1 time a year)

31/12/2049

Prospectus brochure of the bond Engie S.A FR00140046Y4 en EUR 1.875%, maturity 31/12/2049

100 000 EUR

750 000 000 EUR

02/07/2025 ( In 52 days )

Engie SA is a French multinational electric utility company headquartered in Paris, involved in electricity generation and distribution, natural gas, and energy services.

Engie S.A. has issued a EUR 750,000,000 bond (ISIN: FR00140046Y4), currently trading at 100%, offering a 1.875% coupon, payable annually, and maturing on December 31, 2049, with a minimum lot size of EUR 100,000.

Prospectus dated 30 June 2021

ENGIE
(incorporated with limited liability in the Republic of France)

750,000,000 Undated Non-Call 10 Years
Deeply Subordinated Fixed Rate Resettable Notes

The Euro 750,000,000 Undated Non-Call 10 Years Deeply Subordinated Fixed Rate Resettable Notes (the "Notes") of ENGIE (the
"Issuer") will be issued on 2 July 2021 (the "Issue Date"). The principal and interest of the Notes constitute (subject to certain
limitations described in "Status of the Notes" in the Terms and Conditions of the Notes) direct, unconditional, unsecured and the lowest
ranking subordinated obligations (engagements subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among
themselves and (save for certain obligations required to be preferred by French law) equally and rateably with all other present or future
Deeply Subordinated Notes, but subordinated to the titres participatifs issued by, and the prêts participatifs granted to, the Issuer, and
Ordinary Subordinated Notes and Unsubordinated Notes of the Issuer, as further defined and set out in "Status of the Notes" in the
Terms and Conditions of the Notes.
Unless previously redeemed in accordance with the "Redemption and Purchase" in the Terms and Conditions of the Notes and subject
to the further provisions described in "Interest" in the Terms and Conditions of the Notes, the Notes will bear interest (i) from and
including the Issue Date to, but excluding, the interest payment date falling on 2 July 2031 (the "First Reset Date"), at a rate of
1.875 per cent. per annum, payable annually in arrear on 2 July of each year, commencing on 2 July 2022 and ending on the First Reset
Date and (ii) from and including the First Reset Date to but excluding the final redemption of the Notes, at a rate per annum which
shall be equal to the relevant 5-year Swap Rate (as defined herein) plus the Margin (as defined herein) for each Interest Rate Period (as
defined herein) subject in each case to a minimum of zero (0) per cent. per annum, payable annually in arrear on 2 July of each year,
commencing on 2 July 2032.
Payment of interest on the Notes may be deferred in whole or in part at the option of the Issuer under certain circumstances,
as set out in "Interest - Interest Deferral" in the Terms and Conditions of the Notes.
The Notes do not contain events of default.
The Issuer will have the right to redeem all of the Notes (but not some only) (i) on any date during the period commencing on (and
including) 2 January 2031 and ending on (and including) the First Reset Date or (ii) on any Interest Payment Date thereafter, as defined
and further described in "Redemption and Purchase - Optional Redemption" in the Terms and Conditions of the Notes. The Issuer may
also, at its option, redeem all of the Notes (but not some only), at any time (other than (i) during the period from and including the date
falling six (6) months prior to the First Reset Date (2 January 2031) and including the First Reset Date or (ii) on any subsequent Interest
Payment Date) at the Make-whole Redemption Amount, as defined and further described in "Redemption and Purchase Make-whole
Redemption by the Issuer" in the Terms and Conditions of the Notes. The Issuer may also, at its option, redeem all of the Notes (but
not some only) at any time upon the occurrence of a Gross-Up Event, a Withholding Tax Event, a Tax Deductibility Event, an
Accounting Event, a Capital Event or a Repurchase Event, each as further described and defined in "Redemption and Purchase" in the
Terms and Conditions of the Notes.
This document constitutes a prospectus (this "Prospectus") for the purposes of Article 6 of Regulation (EU) 2017/1129, as amended
(the "Prospectus Regulation") in respect of, and for the purposes of giving information with regard to, ENGIE and its fully
consolidated subsidiaries taken as a whole (the "Group"), which is necessary to enable investors to make an informed assessment of
the assets and liabilities, financial position, profit and losses and prospects of ENGIE and the Group.
This Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority
pursuant to the Prospectus Regulation. The AMF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement
of the Issuer or of the quality of the Notes which are the subject of this Prospectus. Investors should make their own assessment as to
the suitability of investing in the Notes.
Application will be made to Euronext Paris for the Notes to be admitted to trading on Euronext Paris. Euronext Paris is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU of 15 May 2014, as amended, appearing on the
list of regulated markets issued by the European Securities and Markets Authority (the "ESMA") (a "Regulated Market").
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 100,000. The Notes will at all times be in
book-entry form in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier. No physical
documents of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be

issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France ("Euroclear France") which
shall credit the accounts of the Account Holders. "Account Holder" shall mean any intermediary institution entitled to hold, directly
or indirectly, accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank SA/NV ("Euroclear") and the
depositary bank for Clearstream Banking S.A. ("Clearstream").
The Issuer is currently rated BBB+ with stable outlook/A-2 by S&P Global Ratings Europe Limited ("S&P") and Baa1/P-2 with stable
outlook by Moody's France SAS ("Moody's") and Fitch Ratings Ireland Limited ("Fitch") has assigned it a long-term issuer default
rating of A- (stable outlook), a senior unsecured rating of A- and a short term issuer default rating of F1. The Notes are expected to be
assigned a rating of BBB- by S&P, a rating of Baa3 by Moody's and a rating of BBB by Fitch. Each of S&P, Moody's and Fitch is
established in the European Union, is registered under Regulation (EC) No.1060/2009 on credit rating agencies, as amended and is
included in the list of registered credit rating agencies published on the website of the ESMA (www.esma.europa.eu/supervision/credit-
rating-agencies/risk). Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organization.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by
the assigning rating agency.
Printed copies of this Prospectus may be obtained, free of charge, at the registered office of the Issuer during normal business hours.
Copies of this Prospectus will also be available on the website of the AMF (www.amf-france.org) and on the website of the Issuer
(www.engie.com).
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area ("EEA") or in the United
Kingdom (the "UK"), as defined in the Regulations (as defined below) other than in circumstances that do not and will not give rise to
a contravention of those rules by any person. Prospective investors are referred to the section headed "IMPORTANT EEA AND UK
RETAIL INVESTORS" on page 3 of this Prospectus for further information.
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Prospectus.

Global Coordinators and Structuring Advisers
BofA Securities
Crédit Agricole CIB
Active Joint Bookrunners
BBVA
BofA Securities
Crédit Agricole CIB
Deutsche Bank
Mizuho Securities
Santander Corporate & Investment Banking

Passive Joint Bookrunners
ING
KBC Bank
Standard Chartered Bank AG
2

This Prospectus is to be read and construed in conjunction with the documents incorporated by reference
in this Prospectus (see "Documents Incorporated by Reference" below) which have been previously
published and which shall be deemed to be incorporated by reference in, and form part of, this Prospectus
(except to the extent so specified in, or to the extent inconsistent with, this Prospectus).
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of any Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of
the Managers (as defined herein). Neither the delivery of this Prospectus nor the offering, sale or delivery
of the Notes shall, under any circumstances, create any implication that there has been no change in the
affairs of the Group since the date hereof or that there has been no adverse change in the financial position
of the Issuer or the Group since the date hereof or that any other information supplied in connection with
this Prospectus is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference" below), the information on the websites to which this Prospectus refers does
not form part of this Prospectus unless that information is incorporated by reference into this Prospectus
and has not been scrutinised or approved by the AMF.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restriction.
IMPORTANT - 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 (the "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 (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; or
(iii) not a qualified investor as defined in the Prospectus Regulation. 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.
IMPORTANT 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"); (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 or (iii) not a qualified investor as
defined in the Prospectus Regulation as it forms part of the 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.
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 (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Markets Authority ("ESMA") on 5 February 2018, has led to the
3

conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only,
each as defined in 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 (5) categories referred to in item 18 of the Guidelines on
MiFID II product governance requirements published by the European Securities and Markets Authority
("ESMA") on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our
approach to EU non-legislative materials"), 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 EUWA ("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.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
"prescribed capital markets products" (as defined in the CMP Regulations 2018) and Excluded 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).
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") NOR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS. (AS DEFINED IN THE SECURITIES ACT) FOR A DESCRIPTION OF CERTAIN
RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS
PROSPECTUS, SEE "SUBSCRIPTION AND SALE" HEREIN.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers to subscribe for, or purchase, any Notes.
The Managers have not separately verified the information contained or incorporated by reference in this
Prospectus. The Managers do not have any fiduciary duties to investors and therefore assume no liability
or obligation to investors. None of the Managers makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus.
The Managers have not separately verified the information or representations contained or incorporated by
reference in this Prospectus. None of the Managers makes any representation, express or implied or accepts
any responsibility with respect to the accuracy and sincerity of any information or representations contained
in the Prospectus. Neither this Prospectus nor any other information incorporated by reference in this
Prospectus is intended to provide the basis of any credit or other evaluation and should not be considered
as a recommendation by the Issuer or the Managers that any recipient of this Prospectus or any other
information incorporated by reference should subscribe for or purchase the Notes. In making an investment
decision regarding the Notes, prospective investors must rely on their own independent investigation and
4

appraisal of the Issuer, its business and the terms of the offering, including the merits and risks involved.
For further details, see "Risk Factors" herein. The contents of this Prospectus are not to be construed as
legal, business or tax advice. Each prospective investor should subscribe for or consult its own advisers as
to legal, tax, financial, credit and related aspects of an investment in the Notes. None of the Managers
undertakes to review the financial condition or affairs of the Issuer or the Group during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes
of any information coming to the attention of any of the Managers.
IMPORTANT CONSIDERATIONS
Independent Review and Advice
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment
for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Notes. A prospective investor may not rely on the Issuer or the Managers or any of their
respective affiliates in connection with its determination as to the legality of its acquisition of the Notes or
as to the other matters referred to above.
Regulatory Restrictions
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Notes.
Certain tax considerations
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Notes
are transferred or other jurisdictions. Payments of interest and other amounts under the Notes may also be
subject to taxation. In some jurisdictions, no official statements of the tax authorities or court decisions may
be available for the tax treatment of financial instruments such as the Notes. The tax impact on an
individual Noteholder may differ from the situation for Noteholders generally. Potential investors are
advised to ask for their own tax adviser's advice on their individual taxation with respect to the acquisition,
holding, disposal and redemption of the Notes. Only these advisers are in a position to duly consider the
specific situation of the potential investor.
Conflicts of Interest
Certain of 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 services for, the Issuer and their
affiliates in the ordinary course of business. In addition, in the ordinary course of their business activities,
the Managers and their affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers. Such investments and securities activities may
involve securities and/or instruments of the Issuer or Issuer's affiliates. Certain of the Managers or their
affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer
consistent with their customary risk management policies. Typically, such Managers and their affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in securities, including potentially the Notes. The Managers
and their affiliates may also make investment recommendations and/or publish or express independent
research views in respect of such securities or financial instruments and may hold, or recommend to clients
that they acquire, long and/or short positions in such securities and instruments.
5

The Notes are complex instruments that may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential investor's
currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behavior of financial markets
and with the regulatory framework applicable to the Issuer;
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the applicable
risks; and
(f)
consult its legal advisers in relation to possible legal or fiscal risks that may be associated with any
investment in the Notes.
Some potential investors are subject to restricting investment regulations. These potential investors should
consult their legal counsel in order to determine whether investment in the Notes is authorised by law,
whether such investment is compatible with their other borrowings or whether the Notes can be used as
collateral for any such borrowings and whether other selling restrictions are applicable to them.
The Notes are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand-alone investments.
They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in
the Notes unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will
perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
Legality of Purchase
Neither the Issuer, the Managers nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the laws of
the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance
by that prospective investor with any law, regulation or regulatory policy applicable to it.
There can be no assurance that the use of proceeds of the Notes will be suitable for the investment criteria
of an investor
Prospective investors should have regard to the information set out in "Use of Proceeds" of this Prospectus
and must determine for themselves the relevance of such information for the purpose of any investment in
the Notes together with any other investigation such investor deems necessary.
Important notice relating to "green bonds"
Prospective investors should have regard to the information set out in the "Use of Proceeds" section of this
Prospectus and must determine for themselves the relevance of such information for the purpose of any
investment in the Notes together with any other investigation such investor deems necessary. In particular,
no assurance is given by the Issuer that the use of an amount equal to such proceeds for any Eligible Green
6

Projects will satisfy, whether in whole or in part, any present or future investor expectations or requirements
as regards any investment criteria or guidelines with which such investor or its investments are required to
comply, whether by any present or future applicable law or regulations or by its own by-laws or other
governing rules or investment portfolio mandates, in particular with regard to any direct or indirect
environmental, sustainability or social impact of any projects or uses, the subject of or related to, any
Eligible Green Projects.
The definition (legal, regulatory or otherwise) of, and market consensus for a particular project to be
defined as, a "green" or equivalently labelled project is currently under development. On 18 December
2019, the Council and the European Parliament reached a political agreement on a regulation to establish
a framework to facilitate sustainable development. On 18 June 2020, Regulation (EU) No. 2020/852 on the
establishment of a framework to facilitate sustainable investment was adopted by the Council and the
European Parliament (the "Taxonomy Regulation"). The Taxonomy Regulation establishes a single EU-
wide classification system, or "taxonomy", which provides companies and investors with a common
language for determining which economic activities can be considered environmentally sustainable. A first
delegated act establishing the technical screening criteria for determining the conditions under which an
economic activity qualifies as contributing substantially to climate change mitigation or climate change
adaptation and for determining whether that economic activity causes no significant harm to any of the
other environmental objectives was published on 21 April 2021. Further development of the EU taxonomy
will take place via a new Platform on Sustainable Finance, which is expected to be operating in the next
months. No assurance is or can be given to investors that any Eligible Green Projects will meet any or all
investor expectations regarding such objectives or that any adverse environmental, social and/or other
impacts will not occur during the implementation of any Eligible Green Projects.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of the
second party opinion provided by Vigeo Eiris (the "Second Party Opinion") or any opinion or certification
of any third party (whether or not solicited by the Issuer) which may be made available in connection with
the issue of the Notes and in particular with any Eligible Green Projects to fulfil any environmental,
sustainability, social and/or other criteria. Such Second Party Opinion, or any opinion or certification, is
not, nor should be deemed to be, a recommendation by the Issuer, the Managers or any other person to buy,
sell or hold any Notes. As a result, neither the Issuer nor the Managers will be, or shall be deemed, liable
for any issue in connection with its content. For the avoidance of doubt, neither the Second Party Opinion,
nor any such other opinion or certification is, or shall be deemed to be, incorporated in and/or form part of
this Prospectus.

7

TABLE OF CONTENTS

Section
Page

RISK FACTORS ......................................................................................................................................... 9
GENERAL DESCRIPTION OF THE NOTES ........................................................................................... 22
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................... 31
TERMS AND CONDITIONS OF THE NOTES ........................................................................................ 37
USE OF PROCEEDS ................................................................................................................................ 56
RECENT DEVELOPMENTS .................................................................................................................... 59
SUBSCRIPTION AND SALE ................................................................................................................... 78
GENERAL INFORMATION ..................................................................................................................... 81
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ........................ 84

8

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. All of these factors are contingencies which may or may not occur.
Factors which the Issuer believes are specific to the Issuer and/or the Notes and material for an
informed investment decision with respect to investing in the Notes are described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection
with the Notes may occur for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding the Notes are exhaustive. Prospective investors should also read the
detailed information set out elsewhere in this Prospectus (including any documents incorporated by
reference herein) and reach their own views prior to making any investment decision.
In each sub-category below the Issuer sets out first the most material risks, in its assessment, taking
into account the expected magnitude of their negative impact and the probability of their occurrence.
Terms used but not defined in this section shall have the same meaning as that set out in the "Terms
and Conditions of the Notes" and on the cover page of this Prospectus.
A.
Risk Factors relating to the Issuer
The risk factors relating to the Issuer and its activities are set out on pages 45 to 61 of the 2020 ENGIE
Universal Registration Document which is incorporated by reference herein (as defined in Section
"Documents Incorporated by Reference" of this Prospectus). These risks include:
· Political and regulatory risks
o
Risk of change in the regulatory framework and of the amount of provisions set aside for the
decommissioning of Belgian nuclear power plants and the management of spent fuel
o
Risk of a downward trend in the return on gas distribution, transmission, storage and
regasification assets in France
o
Risk of invalidation of the decision already granted to extend the operating life of the Doel 1
and 2 and Tihange 1 nuclear units in Belgium
o
Risk of changes in regulations in Brazil in various business sectors (electricity production and
sales, transportation of gas), including changes in taxes
o
Risk associated with renewal of hydraulic concessions in France
o
Risk of disagreement with the Australian regulator over the conditions for rehabilitating the
Hazelwood coal mine
o
Country risk
· Risks deriving from climate and environmental issues
o
Position of gas in the French energy mix
o
Risk of climate change affecting energy demand and generation
· Economic and competitive risks
o
Increased competition risk in energy sales and services, with an effect on margins
o
Weakened economic climate if the Covid-19 crisis and related lockdown measures continue
o
Risk of decrease in revenues from power plants in the Gulf when long-term contracts expire
· Financial risks
o
Commodities market risk
o
Foreign exchange risk
o
Tax risk
o
Pension funding risk
o
Counterparty risk
o
Risk on the return on the amount of provisions invested by Synatom towards nuclear
decommissioning and the management of spent fuel
· Industrial risks
o
Industrial accident risks
o
Risk of increase in the cost of processing and storage of various categories of radioactive waste
in accordance with the technical requirements of ONDRAF
9

o
Risk of unavailability of one or more nuclear units for technical, security or nuclear safety
reasons
o
Nuclear safety and security
· Other operational risks
o
Cybersecurity
o
Risk relating to major projects
o
Acquisition and integration
o
Risk of malicious acts on tangible and intangible assets
· Social and societal risks
o
Risks related to human resources
o
Ethical risks
o
Reputational risk
o
Security of people
o
Health and safety at work

B.
Risk Factors relating to the Notes
The following paragraphs describe the main risk factors that are considered material for prospective
investors in order to assess the market risk associated with the Notes. They do not describe all the risks
of an investment in the Notes.
1
Risks relating to the trading market of the Notes
Market Value of the Notes
Application will be made to admit the Notes to trading on Euronext Paris. Therefore, the market
value of the Notes will be affected by the creditworthiness of the Issuer, and/or that of the Group
and a number of additional factors, including, but not limited to, the value of the reference rate,
its volatility, market interest and yield rates. If the creditworthiness of the Issuer deteriorates, (i)
the Issuer may not be able to fulfil all or part of its payment obligations under the Notes and (ii)
the value of the Notes may decrease, and Noteholders may lose all or part of their investment.
The value of the Notes and of any applicable reference rate depend on a number of interrelated
factors, including economic, financial and political events in France or elsewhere, including
factors affecting capital markets generally and Euronext Paris or other stock exchanges on
which the Notes or the reference rate are traded. The price at which a Noteholder will be able
to sell the Notes prior to redemption by the Issuer may be at a discount, which could be
substantial, from the issue price or the purchase price paid by such purchaser.
Liquidity Risks/Trading Market for the Notes
Application will be made to admit the Notes to trading on Euronext Paris. However, the Notes
may not have an established trading market when issued and admitted to trading and may never
develop or continue or, if one does develop, be maintained. Therefore, the market for the Notes
may not be liquid and the holders may not be able to sell their Notes when desired, or at all, or
at prices they find acceptable. The liquidity of, and trading market for, the Notes may also be
adversely affected by general declines in the market for similar securities. If an active trading
market for the Notes does not develop or is not maintained, the market or trading price and
liquidity of the Notes may be adversely affected.
The development or continued liquidity of any secondary market for the Notes will be affected
by a number of factors such as general economic conditions, the financial condition, the
creditworthiness of the Issuer and/or the Group, and the value of any applicable reference rate,
as well as other factors such as the complexity and volatility of the reference rate, the method
of calculating the return to be paid in respect of such Notes, the outstanding amount of the Notes,
any redemption features of the Notes as specified in Condition 5 (Redemption and Purchase)
of the Terms and Conditions of the Notes, the performance of other instruments linked to the
reference rates and the level, direction and volatility of interest rates generally. Such factors also
will affect the market value of the Notes. In addition, certain Notes may be designed for specific
10

Document Outline

#9">RISK FACTORS
#10">1 Risks relating to the trading market of the Notes
#10">Market Value of the Notes
#10">Liquidity Risks/Trading Market for the Notes
#11">Exchange rate risk and exchange controls
#11">2 Risks relating to the structure of the Notes
#11">The Notes are the lowest ranking subordinated obligations of the Issuer
#11">The Notes are undated securities
#12">Deferral of interest payment
#12">Early Redemption Risk
#13">The Issuer is not required to redeem the Notes in the case of a Withholding Tax Event
#14">There are no events of default or cross default under the Notes
#14">No limitation on issuing or guaranteeing debt ranking senior to, or pari passu with, the Notes
#14">The current IFRS accounting classification of financial instruments such as the Notes as equity instruments may change, which may result in the occurrence of an Accounting Event
#15">Any decline in the credit ratings of the Issuer or of the Notes may affect the market value of the Notes and changes in rating methodologies may lead to the early redemption of the Notes
#15">The Terms and Conditions of the Notes contain a prohibition of set-off
#15">Fixed Interest Rate Notes
#16">Reset of Interest Rate linked to the 5-year Swap Rate
#16">Risk Relating to the Change in the Rate of Interest
#16">The use of proceeds of the Notes identified as Green Bonds may not be suitable for the investment criteria of a Noteholder
#19">3 Risks relating to the legal form of the Notes and other legal issues
#19">Specific French insolvency law provision regarding the rights of holders of debt securities
#21">Meeting of Noteholders, Modification and waivers
#22">GENERAL DESCRIPTION OF THE NOTES
#31">DOCUMENTS INCORPORATED BY REFERENCE
#37">TERMS AND CONDITIONS OF THE NOTES
#37">1 Form, Denomination and Title
#37">2 Status of the Notes
#38">3 Negative Pledge
#38">4 Interest
#45">5 Redemption and Purchase
#49">6 Payments
#50">7 Taxation
#50">8 Enforcement Events, no Events of Default and no Cross Default
#51">9 Meeting and Voting Provisions
#54">10 Notices
#54">11 Prescription
#54">12 Further Issues
#54">13 Governing Law and Jurisdiction
#56">USE OF PROCEEDS
#59">RECENT DEVELOPMENTS
#60">Key financial figures as of March 31, 2021
#78">SUBSCRIPTION AND SALE
#78">Subscription Agreement
#78">Selling Restrictions
#78">United States
#78">Prohibition of Sales to European Economic Area Retail Investors
#79">Prohibition of Sales to United Kingdom Retail Investors
#81">GENERAL INFORMATION
#81">1. The Legal Entity Identifier (LEI) of the Issuer is: LAXUQCHT4FH58LRZDY46.
#81">2. Save as disclosed in this Prospectus (and in particular in Section Recent DevelopmentsŽ), and the information incorporated by reference herein, there has been no significant change in the financial position or financial performance of the Issuer a...
#81">Save as disclosed in this Prospectus and the information incorporated by reference herein, there has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2020.
#81">3. The Notes have been accepted for clearance through Euroclear France, Euroclear and Clearstream systems. The International Securities Identification Number (ISIN) of the Notes is FR00140046Y4. The Common Code number for the Notes is 235741636.
#81">4. The Notes will be inscribed in the books of Euroclear France (acting as central depositary). The address of Euroclear France is 66 rue de la Victoire, 75009 Paris, France.
#81">5. The issue of the Notes has been authorised by a resolution of the Board of Directors (Conseil dadministration) of the Issuer held on 17 December 2020 and a decision of the Executive Officer (Directeur Général) of the Issuer dated 23 June 2021.
#81">6. This Prospectus has been approved by the AMF in France in its capacity as competent authority pursuant to the Prospectus Regulation under approval number 21-267. The AMF only approves this Prospectus as meeting the standards of completeness, compre...
#81">This Prospectus is valid until the date of admission of the Notes to trading on Euronext Paris (i.e., 2 July 2021). The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies does no...
#81">7. For so long as the Notes are outstanding and admitted to trading on Euronext Paris and the rules of that exchange require, the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted...
#81">8. Printed copies of following documents may be obtained, free of charge, at the registered office of the Issuer during normal business hours and copies of such documents will be available on the website of the Issuer (www.engie.com) and (with the exc...
#82">9. Ernst & Young et Autres and Deloitte & Associés (all entities regulated by the Haut Conseil du Commissariat aux Comptes (CNCCŽ) and duly authorised as Commissaires aux comptes) have audited and rendered audit reports on the consolidated financial ...
#82">10. Application will be made to admit the Notes to trading on Euronext Paris on the Issue Date. The estimated costs for the admission to trading of the Notes are EUR 16,700 (including AMF and Euronext fees).
#82">11. The yield in respect of the Notes up to their First Reset Date is 1.950 per cent. per annum and is calculated on the basis of the issue price of the Notes. It is not an indication of future yield.
#82">12. As far as the Issuer is aware and save for the commission payable to the Managers, no person involved in the issue of any of the Notes has an interest material to the issue.
#82">13. At the date of this Prospectus, as far as the Issuer is aware, there are no potential conflicts of interest material to the issue or offer of the Notes between the duties of the members of the Board of Directors (Conseil dadministration) and thei...
#82">14. In connection with the issue of the Notes, BofA Securities Europe SA will act as stabilising manager (the Stabilising ManagerŽ). The Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect trans...
#82">15. The Notes are expected to be assigned a rating of BBB- by S&P, a rating of Baa3 by Moodys and a rating of BBB by Fitch.
#82">16. The website of ENGIE is www.engie.com. Any websites included in this Prospectus are for information purposes only and the information in such websites does not form any part of this Prospectus unless that information is incorporated by reference i...
#82">17. In this Prospectus, unless otherwise specified, references to a Member StateŽ are references to a Member State of the European Economic Area, references to EURŽ or euroŽ or Ž are to the single currency introduced at the start of the third sta...
#82">18. This Prospectus contains certain statements that are forward-looking including statements with respect to the Issuers business strategies, expansion and growth of operations, trends in its business, competitive advantage, and technological and re...
#83">19. BENCHMARKS REGULATION … Amounts payable under the Notes from and including the First Reset Date are calculated by reference to the 5-year Mid-Swap Rate which itself refers to ICESWAP2/EURSFIXA, which is provided by ICE Benchmark Administration Lim...
#84">PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
#84">Autorité des marchés financiers
#84">This Prospectus has been approved by the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129. The AMF has approved this Prospectus after having verified that the information it contains is complete, coherent and comprehensible ...
#84">This approval is not a favourable opinion on the Issuer and on the quality of the Notes described in this Prospectus. Investors should make their own assessment of the opportunity to invest in such Notes.
#84">This Prospectus has been approved on 30 June 2021 and is valid until the date of admission of the Notes to trading on Euronext Paris and shall, during this period and in accordance with the provisions of article 23 of the Regulation (EU) 2017/1129, be...
#84">This Prospectus obtained the following approval number: 21-267.