Obligation ENGY 3.25% ( FR0013398229 ) en EUR

ENGY

100 % ▲

France

FR0013398229 ( en EUR )

3.25% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation ENGIE FR0013398229 en EUR 3.25%, échéance Perpétuelle

100 000 EUR

1 000 000 EUR

28/02/2026 ( Dans 115 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 ENGY ( France ) , en EUR, avec le code ISIN FR0013398229, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 24 January 2019

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

1,000,000,000 Undated Non-Call 6 Years and 1 Month
Deeply Subordinated Fixed Rate Resettable Notes

The Euro 1,000,000,000 Undated Non-Call 6 Years and 1 Month Deeply Subordinated Fixed Rate Resettable Notes (the "Notes") of
ENGIE (the "Issuer") will be issued on 28 January 2019 (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.
The net proceeds of the issuance of the Notes shall be used to fund Eligible Green Projects, as defined and described in "Use of
Proceeds".
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 28 February 2025 (the "First Reset Date"), at a
rate of 3.250 per cent. per annum, payable annually in arrear on 28 February of each year, commencing on 28 February 2020 and
ending on the First Reset Date; there will be a long first coupon in respect of the first Interest Period from and including the Issue
Date to but excluding the first Interest Payment Date (as defined herein) 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 28 February of each year, commencing on 28 February 2026.
Payment of interest on the Notes may be deferred 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) on any date during the period commencing on (and
including) 28 November 2024 and ending on (and including) the First Reset Date or 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 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 5.3 of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003, as amended or superseded (the "Prospectus Directive") and the relevant
implementing measures in France. This Prospectus has been prepared for the purposes of giving information with regard to ENGIE
and its fully consolidated subsidiaries taken as a whole (together with the Issuer, the "Group") and the Notes which, according to the
particular nature of the Issuer and the Notes, 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.
Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of this Prospectus, in its
capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive.
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, as amended from time to time, appearing on
the list of regulated markets issued by the European Securities and Markets Authority (the "ESMA").
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 and R.211-1 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 A- with stable outlook/A-2 by S&P Global Ratings Europe Limited ("S&P") and A2/P-1 with stable
outlook by Moody's Investors Service Ltd ("Moody's") and Fitch Ratings Ltd ("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 Baa1 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).
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Prospectus.

Active Joint Bookrunners, Joint Global Coordinators and Joint Structuring Advisers
BofA Merrill Lynch
Citigroup
NatWest Markets

Active Joint Bookrunners
BofA Merrill Lynch
Citigroup
Deutsche Bank
HSBC
NatWest Markets

Passive Joint Bookrunners
Banco Bilbao Vizcaya Argentaria, S.A.
CM-CIC Market Solutions
Mizuho Securities
RBC Capital Markets
Santander Corporate & Investment Banking
SMBC Nikko
UniCredit Bank

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).
Any website included in the Prospectus are for information purposes only and do not form part of the
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.
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. Any
such positions could adversely affect future trading prices of 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.
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 ("Insurance
Distribution 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 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.
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 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
3

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.
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. 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 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.

4

TABLE OF CONTENTS

Section
Page
RISK FACTORS ............................................................................................................................................... 6
GENERAL DESCRIPTION OF THE NOTES ............................................................................................... 17
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 24
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 28
USE OF PROCEEDS ...................................................................................................................................... 43
DESCRIPTION OF THE ISSUER .................................................................................................................. 45
RECENT DEVELOPMENTS ......................................................................................................................... 50
TAXATION ..................................................................................................................................................... 86
SUBSCRIPTION AND SALE ........................................................................................................................ 88
GENERAL INFORMATION .......................................................................................................................... 90
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ......................... 92

5

RISK FACTORS
The Notes are being offered to professional investors only and are not suitable for retail investors. Investors
should not purchase the Notes in the primary or secondary markets unless they are professional investors.
Investing in the Notes involve risks.
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 and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also 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.
The order in which the following risks factors are presented is not an indication of the likelihood 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 ability of the Issuer to meet its obligations under the Notes will be ultimately dependent on its financial
situation. The Group conducts its business in an environment subject to major changes and this creates
numerous risks, some of which are beyond its control; those risks include:
- Risks related to the external environment (economic and competitive environment, regulatory and
political environment, impact of climate, reputational risk);
- Operating risks (purchases and sales, management of assets and development, legal risks, ethical
risks, risks related to human resources, risks related to health and safety and protection of Group
assets, risks related to information systems);
- Industrial risks (industrial facilities and Seveso sites, pollution of the surrounding environment,
nuclear power plants in Belgium, exploration and production of hydrocarbons); and
- Financial risks (commodity market risk, counterparty risk, foreign exchange risk, interest rate risk,
liquidity risk, impairment risk, equity risk, tax risk, pension funding risk).
The Risk Factors relating to the Issuer and its operations are set out in pages 45 to 60 of the 2017 ENGIE
Registration Document and in pages 24, 69-70, 76-78 and 81-82 of the 2018 ENGIE First-Half Financial
Report as incorporated by reference in this Prospectus (as defined in the section "Documents Incorporated
by Reference" of this Prospectus).
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. Prospective investors should consult their own financial and legal advisers about
risks associated with investment in the Notes and the suitability of investing in the Notes in light of their
particular circumstances.
Defined terms used but not otherwise defined herein shall have the same meaning as in the Terms and
Conditions of the Notes.
6

1
General Risks relating to the Notes
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.
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.
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.
7

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.
Meeting of Noteholders, Modification and waivers
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders or for
consulting Noteholders through Written Resolutions to consider matters affecting their interests
generally (but Noteholders will not be grouped in a masse having legal personality governed by the
provisions of the French Code de commerce and will not be represented by a representative of the
masse), including without limitation the modification of the Terms and Conditions of the Notes.
These provisions permit in certain cases defined majorities to bind all Noteholders including
Noteholders who did not attend (or were note represented) and vote at the relevant General Meeting,
Noteholders who voted in a manner contrary to the majority and Noteholders who did not respond to,
or rejected, the relevant Written Resolution (all as defined in the Terms and Conditions of the Notes).
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.
Taxation
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. 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. Potential investors cannot rely upon the tax summary contained in this Prospectus but
should 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 such adviser is in a position to duly
consider the specific situation of the potential investor. This investment consideration has to be read
in connection with the taxation sections of this Prospectus.
Proposed financial transaction tax ("FTT")
On 14 February 2013, the European Commission published a proposal (the "Commission's
Proposal") for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France,
Italy, Austria, Portugal, Slovenia and Slovakia (the "Participating Member States"). In March
2016, Estonia indicated its withdrawal from the enhanced cooperation.
The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings
in the Notes (including secondary market transactions) in certain circumstances.
Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both
within and outside of the Participating Member States. Generally, it would apply to certain dealings
in Notes where at least one party is a financial institution, and at least one party is established in a
Participating Member State. A financial institution may be, or be deemed to be, "established" in a
Participating Member State in a broad range of circumstances, including (a) by transacting with a
person established in a Participating Member State or (b) where the financial instrument which is
subject to the dealings is issued in a Participating Member State.
However, the Commission's Proposal remains subject to negotiation between the Participating
Member States. It may therefore be altered prior to any implementation, the timing of which remains
unclear. Additional EU Member States may decide to participate and/or other Participating Member
8

States may decide to withdraw. Prospective holders of Notes are advised to seek their own
professional advice in relation to the FTT.
Change of Law
The Terms and Conditions of the Notes are based on French laws in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in
French laws or administrative practice after the date of this Prospectus.
Specific French insolvency law provision regarding the rights of holders of debt securities
Under French insolvency law, in the case of the opening in France of an accelerated preservation
(procédure de sauvergarde accélérée) or an accelerated financial preservation (procédure de
sauvegarde financière accélérée) or a preservation (procédure de sauvegarde) or a judicial
reorganisation procedure (procédure de redressement judidicaire) of the Issuer, all creditors of the
Issuer (including Noteholders) must file their proof of claims with the creditors' representative or
liquidator, as the case may be, within two months (or withtin four months in the case of creditors
domiciled outside metropolitan France) of the publication of the opening of the procedure against the
Issuer in the BODAC (Bulletin official des announces civiles et commerciales). In addition, the
Terms and Conditions of the Notes contain a provision allowing the Noteholders to appoint a
nominee in the event of judicial reorganisation procedure or judicial liquidation (liquidation
judiciaire) of the Issuer to represent their common interest and, failing such appointment, the judicial
reprensentative (mandataire judiciaire) will ask the court to appoint a representative of the
Noteholders who will file the proof of Noteholders' claim.
Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the "Assembly") in order to defend their common interests if a safeguard
(procédure de sauvegarde), an accelerated financial safeguard (procédure de sauvegarde financière
accélérée), a judicial reorganisation procedure (procédure de redressement judiciaire) or an
accelerated safeguard procedure (procédure de sauvegarde accélérée) is opened in France with
respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes),
whether or not under a debt issuance programme (EMTN) and regardless of their governing law.
The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde), draft
accelerated financial safeguard plan (projet de plan de sauvegarde financière accélérée), draft
judicial reorganisation plan (projet de plan de redressement) or draft accelerated safeguard plan (plan
de sauvegarde accélérée) applicable to the Issuer and may further agree to:

increase the liabilities (charges) of holders of debt securities (including the Noteholders)
by rescheduling due payments and/or partially or totally writing off receivables in form of
debt securities;

establish an unequal treatment between holders of debt securities (including the
Noteholders) as appropriate under the circumstances; and/or

decide to convert debt securities (including the Notes) into shares or securities that give or
may give right to share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the
debt securities held by the holders expressing a vote). No quorum is required to convoke the
Assembly.
For the avoidance of doubt, the Meeting and Voting Provisions described in this Prospectus will not
be applicable to the extent they are not in compliance with compulsory insolvency law provisions
that apply in these circumstances.
9

The insolvency procedure in France is regulated by the provisions of the French Code de commerce
as amended by ordinance n°2014-326 dated 12 March 2014 and these provisions govern the common
rights, interests and representation of the Noteholders in this context. As a result, Noteholders should
be aware that they will generally have limited ability to influence the outcome of an accelerated
preservation (procédure de sauvegarde accélérée), an accelerated financial preservation (procédure
de sauvegarde financière accélérée), a preservation (procédure de sauvegarde) or a judicial
reorganisation procedure (procédure de redressement judiciaire) of the Issuer in France.
In addition, Noteholders should be aware that the receiver (administrateur judiciaire) is allowed to
take into account the existence of voting or subordination agreements entered into by a holder of
notes, or the existence or an arrangement providing that a third party will pay the holder's claims, in
full or in part, in order to reduce such holder's voting rights within the Assembly. The receiver must
disclose the method to compute such voting rights and the interested holder may dispute such
computation before the president of the competent commercial court. These provisions could apply
to a Noteholder who has entered into a hedging arrangement in relation to the Notes.
Liquidity Risks/Trading Market for the Notes
The Notes may not have an established trading market when issued. There can be no assurance of a
secondary market for the Notes or the continued liquidity of such market if one develops.
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, 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 investment objectives or strategies and therefore
may have a more limited secondary market and experience more price volatility than conventional
debt securities.
Investors may not be able to sell Notes readily or at prices that will enable investors to realise their
anticipated yield. No investor should purchase Notes unless the investor understands and is able to
bear the risk that certain Notes will not be readily sellable, that the value of Notes will fluctuate over
time and that such fluctuations will be significant.
Creditworthiness of the Issuer
The price of the Notes will also depend on the creditworthiness of the Issuer. 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 investors may lose all or part of
their investment.
Market Value of the Notes
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 the value of the reference rate, its volatility,
market interest and yield rates.
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 the 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. The historical market prices of the reference rate should not be taken as an
indication of the reference rate's future performance during the life of the Notes.
10