Obligation ENGY 0% ( FR0014003RF1 ) en EUR

Société émettrice ENGY
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  FR0014003RF1 ( en EUR )
Coupon 0%
Echéance 02/06/2024 - Obligation échue



Prospectus brochure de l'obligation Engie FR0014003RF1 en EUR 0%, échue


Montant Minimal 7 825 EUR
Montant de l'émission 289 525 000 EUR
Description détaillée 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 FR0014003RF1, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 02/06/2024








THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF
ANY OFFER TO BUY SECURITIES.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The Bonds referred to (and as
defined) herein are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any Retail Investor in the European Economic Area
("EEA"). For these purposes, a "Retail Investor" means a person who is one (or 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 Regulation (EU) 2017/1129. Consequently no key information
document required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPs Regulation") for
offering or selling the Bonds, or otherwise making them available, to Retail Investors in the EEA has
been prepared and therefore offering or selling the Bonds or otherwise making them available to any
Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS ­ The Bonds referred to (and as defined)
herein 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 ("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 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 ("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 domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No. 1286/2014 as
it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Bonds, or otherwise making them available, to retail investors in the UK has been prepared
and therefore offering or selling the Bonds or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
PROHIBITION OF SALE IN THE UNITED STATES ­ The Bonds and the Shares deliverable upon
exchange of the Bonds have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), or the securities laws of any U.S. state and may not be offered or
sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons
(within the meaning of Regulation S of the Securities Act) absent registration with the U.S. Securities
and Exchange Commission or an applicable exemption from registration under the Securities Act
and in compliance with state securities laws.
INITIAL OFFERING - PLACEMENT TO EUROPEAN QUALIFIED INVESTORS - The Bonds
will be offered only by way of a placement in France and outside France (excluding the United States
of America, Canada, Australia, Japan and South Africa) to qualified investors as defined in Article
2 point (e) of Regulation (EU) 2017/1129 and in accordance with Article L.411-2(1) of the French
Code monétaire et financier, without an offer to the public (other than to qualified investors) in any
country (including France).
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs TARGET
MARKET ­ Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the
Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii)
all channels for distribution of the Bonds to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Bonds (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








Bonds (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.





2





IMPORTANT NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED
IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE THESE TERMS AND CONDITIONS
IMPORTANT: You must read the following before continuing.
The following disclaimer applies to the attached terms and conditions (the "Terms and Conditions"),
whether the Terms and Conditions have been delivered to you by hand or sent to you by mail, email or
any other electronic form or accessed from an internet page. You are advised to read this disclaimer
carefully before reading, accessing or making any other use of these Terms and Conditions. In accessing
the Terms and Conditions, you agree to be bound by the following terms and conditions, including any
modification to them. Capitalized terms used but not otherwise defined in the following paragraphs
have the meaning ascribed to them in the attached Terms and Conditions.
This document does not constitute, and may not be used in connection with, an offer to buy or sell
financial securities in the United States of America or in any other jurisdiction where such offer is not
permitted by law.
THE TERMS AND CONDITIONS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER,
AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS OR U.S.
PERSON OR DISTRIBUTED IN ANY OTHER MANNER IN THE UNITED STATES OR TO
ANY U.S. PERSON. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THESE TERMS AND CONDITIONS IN WHOLE OR IN PART IS UNAUTHORISED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
The Terms and Conditions have been sent to you at your request, on the basis of the following
declarations:
(a)
you have confirmed being the recipient of the Terms and Conditions; and
(b)
by accepting to receive the Terms and Conditions, you shall be deemed to have represented
that:
(i)
you are a person to whom the Terms and Conditions may be validly transmitted in
accordance with the laws of the jurisdiction in which you are located;
(ii)
you are not a U.S. person (as defined in Regulation S) or a person located in the United
States of America;
(iii)
you are not a resident of and/or located in France, or, if you are a resident and/or located
in France, you are a qualified investor (investisseur qualifié) (as defined in Article 2
point (e) of Regulation 2017/1129 and in accordance with Article L. 411-2(1) of the
French Code monétaire et financier); and
(iv)
you consent to delivery of the Terms and Conditions by electronic transmission.
The Terms and Conditions have been sent to you, where applicable, in electronic form. You are
reminded that documents transmitted in electronic form may be altered or changed during the process
of electronic transmission.




3





NOTICE TO INVESTORS
These Terms and Conditions do not constitute a prospectus (within the meaning of Regulation (EU)
2017/1129 of the European Parliament and the Council (the "Prospectus Regulation")) and no
prospectus has been or will be prepared, approved by the Autorité des marchés financiers or any other
relevant authority of another member State of the European Economic Area or in the United Kingdom
or filed with the Autorité des marchés financiers or any other relevant authority, for the purposes of the
issuance or the offer of the Bonds.
The distribution of the Terms and Conditions, the offering or the sale of the Bonds may, in some
countries, be subject to specific laws and regulations. Persons into whose possession the Terms and
Conditions come should inform themselves about and observe any such restrictions.
The Bonds have not been offered or sold and will not be offered or sold, directly or indirectly, to the
public, other than to qualified investors, in any country (including France) and will be, where
applicable, offered solely via placement to qualified investors as defined in Article 2 point (e) of the
Prospectus Regulation and in accordance with Article L. 411-2(1) of the French Code monétaire et
financier and any related regulations and in compliance with the specific rules of each country where
such offer, sale or distribution has been or will be made (including, in particular, the other selling
restrictions described below).
Prohibition of Sales to European Economic Area Retail Investors
The Bonds which are the subject of the offering contemplated by this document have not been offered,
sold or otherwise made available and will not be offered, sold or otherwise made available any Bonds
to any retail investor in the European Economic Area. For the purposes of this provision:
(i) the expression "retail investor" means a person who is one (or more) of the following:
(a)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as
amended ("MiFID II");
(b)
a customer within the meaning of Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or
(c)
not a qualified investor as defined in the Prospectus Regulation;
(ii) the expression an "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide
to purchase or subscribe for the Bonds.
Prohibition of Sales to United Kingdom Retail Investors
The Bonds which are the subject of the offering contemplated by this document have not been offered,
sold or otherwise made available and will not be offered, sold or otherwise made available any Bonds
to any retail investor in the United Kingdom. For the purposes of this provision:
(i) the expression "retail investor" means a person who is one (or more) of the following:
(a)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA");
(b)
a customer within the meaning of the provisions of the 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 domestic law by virtue of the
EUWA; or
(c)
not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms
part of domestic law by virtue of the EUWA;


4





(ii) the expression an "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide
to purchase or subscribe for the Bonds.
Selling restrictions for the United Kingdom

The Terms and Conditions are only being distributed to and are only directed at (i) persons who are
outside the United Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may
be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i),
(ii), and (iii) above together being referred to as "Relevant Persons"). The Bonds are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Bonds will be
engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely
on the Terms and Conditions or any of its contents.
Selling Restrictions for France
The Bonds have not and will not be offered or sold, directly or indirectly, to the public in France, and
no offering material or any other advertising documentation related to the Bonds has been distributed
or caused to be distributed or will be distributed or caused to be distributed to the public in France.
Any offer or sale of Bonds or distribution of offering material has been and will be made in France only
to qualified investors (investisseurs qualifiés) as defined in article 2 point (e) of the Prospectus
Regulation, and in accordance with article L.411-2(1) of the French Code monétaire et financier.
Selling restrictions for the United States of America
The Bonds and the Shares into which the Bonds are exchangeable are being offered and sold outside
the United States to non-U.S. persons in reliance on Regulation S. Regulation S provides a non-
exclusive safe harbour from the application of the registration requirements of the Securities Act.
The Bonds and the Shares into which the Bonds are exchangeable have not been and will not be
registered under the Securities Act and the Bonds may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not
subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the
meaning given to them by Regulation S.
In addition, until 40 days after the commencement of the offering of Bonds, any offer or sale of Bonds
and, as applicable, the Shares deliverable upon exchange of the Bonds within the United States by any
dealer (whether or not participating in the offering) may violate the registration requirements of the
Securities Act.
Selling restrictions for Australia, Canada, Japan and South Africa
The Bonds have not been and will not be offered or sold in Australia, Canada, Japan and South Africa.




5





TERMS AND CONDITIONS OF THE BONDS

The terms and conditions of the Bonds will be as follows:
The issue of 289,525,000 (corresponding to 3,700,000 Bonds) of zero per cent. exchangeable bonds
due 2 June 2024 of 78.25 principal amount per Bond (the "Bonds") of ENGIE, a French société
anonyme, incorporated under the laws of France and registered with the Registre du commerce et des
sociétés of Nanterre under number RCS 542 107 651, whose registered office is at 1, place Samuel de
Champlain, 92400 Courbevoie, France (the "Issuer") was authorised by a resolution of the Board of
directors (Conseil d'administration) of the Issuer adopted on 17 May 2021 and two decisions of the
Chief Executive Officer (Directeur Général) of the Issuer both dated 25 May 2021.
Save as otherwise provided herein, the Bonds shall be exchangeable, under the terms and conditions set
forth herein, for existing ordinary shares (the "Shares") listed on Euronext Paris of Gaztransport &
Technigaz, a French société anonyme, incorporated under the laws of France and registered with the
Registre du commerce et des sociétés of Versailles under number RCS 662 001 403, whose registered
office is at 1, route de Versailles, 78470 Saint-Rémi-lès-Chevreuse, France (the "Company") (ISIN
Code: FR0011726835). The Shares are held on the date hereof by the Issuer.
The Bonds are expected to be admitted to trading on Euronext AccessTM, the open market of Euronext
Paris.
The Issuer will enter into an agency agreement (as amended from time to time, the "Agency
Agreement") to be dated on or about 2 June 2021 with BNP Paribas Securities Services as principal
paying agent and exchange agent and a calculation agency agreement (as amended from time to time,
the "Calculation Agency Agreement") to be dated on or about 2 June 2021 with Conv-Ex Advisors
Limited as calculation agent. The principal paying agent and exchange agent for the time being is
referred to in these Conditions as the "Principal Paying and Exchange Agent" and together with any
additional paying agent appointed under the Agency Agreement, the "Paying Agents". The calculation
agent for the time being is referred to in these Conditions as the "Calculation Agent". Each of such
expressions shall include the successors from time to time of the relevant persons, in such capacities,
under the Agency Agreement or the Calculation Agency Agreement, as the case may be, and are
collectively referred to as the "Agents".
References below to "Conditions" are, unless the context otherwise requires, to the numbered
paragraphs contained in the terms and conditions set forth herein.
1.
Form, Denomination and Title
The Bonds will be issued in dematerialized (dématérialisé) bearer form (au porteur) in the
denomination of 78.25 per Bond. Title to the Bonds held by the holders thereof (each such holder, a
"Bondholder") will be established and evidenced in accordance with Article L.211-3 of the French
Code monétaire et financier by book-entries (inscription en compte). No physical document 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 Bonds.
The Bonds will, upon issue, be inscribed in the books of Euroclear France ("Euroclear France"), which
shall credit the accounts of the Account Holders. For the purpose of these Conditions, "Account
Holder" means any intermediary institution entitled to hold, directly or indirectly, accounts on behalf
of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking S.A.
("Clearstream") and Euroclear Bank SA/NV ("Euroclear").
Title to the Bonds shall be evidenced by entries in the books of the Account Holders, and transfer of
Bonds may only be effected through registration of the transfer in the books of Account Holders.


6





2.
Status and Negative Pledge
(a)
Status of the Bonds
The Bonds constitute unconditional, unsubordinated and (subject to Condition 3(b) (Negative Pledge))
unsecured obligations of the Issuer and rank and will rank pari passu without preference or priority
among themselves and (save for certain obligations required to be preferred by law) equally and rateably
with all other present or future unsecured and unsubordinated obligations and guarantees (dettes et
garanties chirographaires) of the Issuer.
(b)
Negative Pledge
So long as any of the Bonds remains outstanding, the Issuer will not grant any mortgage (hypothèque),
pledge or other form of security interest (sûreté réelle) which is not created over cash on any of its
present or future tangible assets, intangible assets or revenues in each case for the benefit of holders of
its other negotiable bonds, notes or debt securities having an original maturity of more than one (1)
year, which are, or which are capable of being, quoted, listed, or ordinarily dealt with on any stock
exchange, without granting the same ranking security to the Bonds.
None of the above shall prevent the Issuer or any of its Subsidiaries (i) from securing any present or
future indebtedness for the benefit of holders of other negotiable bonds, notes or debt instruments which
are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange, where such
indebtedness is incurred for the purpose of, and the proceeds thereof are used in, (i) the purchase of an
asset and such security is provided over or in respect of such asset or (ii) the refinancing of any
indebtedness incurred for the purpose of (i) above, provided that the security is provided over or in
respect of the same asset, (ii) to dispose of their assets
"Subsidiary" means, with respect to any person and at any particular time, a company or any other
entity of which that person has direct or indirect control, within the meaning of Article L.233-3 of the
French Code de commerce, and other than a company or entity being controlled jointly within the
meaning of Article L.233-16 III of the French Code de commerce.
3.
Interest
The Bonds shall bear no interest.
4.
Exchange of the Bonds into Shares
(a)
Certain Definitions
As used in these Conditions:
"Business Day" means a day (other than a Saturday or a Sunday) (a) on which commercial banks and
foreign exchange markets are open for general business in Paris (or, if different, the city where the
specified office of the Principal Paying and Exchange Agent is located) and on which Euroclear France,
Euroclear and Clearstream are open for business and (b) which is a TARGET business day.
"Cash Exchange Value" means, in respect of any Bondholder exercising its Exchange Right:
(i) with respect to a Cash Election or Share Cash Combination Election, an amount in cash in Euro
(rounded if necessary to the nearest whole multiple of 0.01, with 0.005 being rounded upwards)
determined by the Calculation Agent to be equal to the product of (i) the Exchange Ratio in effect
on the relevant Exchange Date, (ii) the number of Bonds presented by such Bondholder for
exchange and (iii) the VWAP Market Value of the Shares, or
(ii) with respect to a fractional Share payable upon exercise of the Exchange Right by a Bondholder
an amount in cash in Euro (rounded if necessary to the nearest whole multiple of 0.01, with 0.005


7





rounded upwards) determined by the Calculation Agent and equal to the value of such fractional
Share, calculated on the basis of the Closing Price of a Share on the Exchange Date.
"Closing Price" means, in respect of the Share or any other security, on any day, the last reported price
(if any) of such Share or other security on the Relevant Exchange in respect thereof on such day as
published by or derived from (i) Bloomberg page HP (or any successor page) (setting "Last Price", or
any successor setting) in respect of Euronext Paris (such page being, for the avoidance of doubt, in the
case of the Shares as at the date of issue of the Bonds, GTT FP Equity HP), or, (ii) if the Volume-
Closing Price cannot be determined as aforesaid, such Relevant Exchange, all as determined by the
Calculation Agent.
"Euronext Paris" means the Regulated Market of Euronext Paris.
"Qualifying Trading Day" means, in respect of the Shares or, as the case may be, other financial
instruments, a day on which such Shares, or, as the case may be, financial instruments, are traded on
the Relevant Exchange in respect thereof and on which the Volume-Weighted Average Price of such
Shares, or as the case may be, financial instruments, can be determined, other than a day on which such
Shares, or, as the case may be, financial instruments, cease to be capable of being traded prior to their
regular weekday closing time (whether such early closing is scheduled (as it is generally the case
regarding trading on Euronext Paris on 24 December and 31 December), or unscheduled).
"Regulated Market" means any regulated market situated in a Member State of the European
Economic Area as defined in the Markets in Financial Instruments Directive 2014/65/EU of 15 May
2014, as amended, and appearing on the list of regulated markets issued by the European Securities and
Markets Authority or its equivalent in any country outside the European Economic Area or any
multilateral trading facility as defined by the MIF Directive.
"Relevant Exchange" means (A) in respect of the Shares, (i) Euronext Paris or (ii) (if the Shares are
no longer listed on Euronext Paris at the relevant time) any other Regulated Market (of Euronext or
otherwise) or other similar market on which the Shares have their main listing, and (B) in respect of
any other security, the Regulated Market or any other similar market on which such security has its
main listing.
"Shares" means the issued and outstanding fully-paid ordinary shares of the Company with a nominal
value on the Issue Date of 0.01, and "Shareholders" means the holders of the Shares.
"TARGET business day" means a day on which the Trans-European Automated Real-Time Gross-
Settlement Express Transfer System (TARGET 2) is operating.
"Trading Day" means a day on which the Relevant Exchange for the Shares is open for trading other
than a day on which general trading ceases prior to its regular weekday closing time (whether such early
closing is scheduled (as it is generally the case regarding trading on Euronext Paris on 24 December
and 31 December), or unscheduled).
"Volume-Weighted Average Price" means, in respect of the Share or any other security, on any day,
the volume-weighted average price (if any) of such Share or other security on the Relevant Exchange
in respect thereof on such day as published by or derived from (i) Bloomberg page HP (or any successor
page) (setting "Weighted Average Line", or any successor setting) in respect of such Relevant Exchange
(such page being, for the avoidance of doubt, in the case of the Shares as at the date of issue of the
Bonds, GTT FP Equity HP), or, (ii) if the Volume-Weighted Average Price cannot be determined as
aforesaid, such Relevant Exchange, all as determined by the Calculation Agent.
"VWAP Market Value" means the arithmetic mean of the Volume-Weighted Average Price of the
Share on each Qualifying Trading Day comprised in the period of 20 consecutive Trading Days starting
on the second Trading Day following the Decision Date (the "Exchange Calculation Period"), as
determined by the Calculation Agent, provided that:


8





(i) if on any Trading Day the Volume-Weighted Average Price of the Share is quoted cum- any Cash
Dividend or other entitlement constituting an Adjustment Event in respect of which Condition 5(c)
applies in respect of the relevant exercise of the Exchange Right, the Volume-Weighted Average
Price on such Trading Day shall be (in the case of an Adjustment Event pursuant to Condition
5(a)(8)) reduced by the value (determined pursuant to Condition 5(a)(8)) of the Surplus Cash
Dividend or (in any other case) divided by the adjustment factor determined pursuant to Condition
5(a) in respect of such Adjustment Event (provided that, if the Issuer, following consultation with
the Calculation Agent, determines that any doubt shall arise as to the appropriate adjustment to be
made to the Volume-Weighted Average Price of the Share on any such Trading Day, an Expert
shall determine what adjustment (if any) is appropriate to give the intended result); and
(ii) if there are fewer than 10 Qualifying Trading Days in such period as aforesaid or if there is not
Relevant Exchange for the Shares, the VWAP Market Value will be determined by an Expert on
the basis of the fair market value of the Share.
(b)
Exchange Right, Exchange Period and Suspension of the Exchange Right
(i)
Exchange Right, Exchange Period
During the Exchange Period, unless previously redeemed, each Bondholder shall have the right (the
"Exchange Right"), subject to any applicable fiscal or other laws and regulations in the place of
exchange and subject as provided in this Condition 4, and subject also to the Issuer's right to make a
Cash Election or a Share Cash Combination Election as provided below, to request that all or any of its
Bonds (which have not previously been redeemed or purchased and cancelled) be redeemed through
their exchange for Shares at the Exchange Ratio (as defined below) in effect on the relevant Exchange
Date.
"Exchange Period" means the period from (and including) the 41st calendar day after the Issue Date to
and including (i) the 30th Business Day prior to the Maturity Date , or (ii) in the event of an early
redemption of the Bonds pursuant to Condition 6(c), the 10th Business Day prior to the date set for such
early redemption, or (iii) in case of an early redemption of the Bonds pursuant to Condition 9, the 10th
Business Day preceding such early redemption date.
"Exchange Ratio" means the number of Shares into which each Bond is exchangeable and shall
initially be a ratio of one Share per Bond, subject to adjustment from time to time, if applicable, in
accordance with Condition 5(a).
Upon any such adjustment to the Exchange Ratio, the adjusted Exchange Ratio will be rounded to the
nearest whole multiple of 0.0001 (with 0.00005 being rounded upwards). Any subsequent adjustments
will be carried out on the basis of the Exchange Ratio so adjusted and rounded.
Fractional Shares will not be delivered upon the exercise of the Exchange Right in respect of any Bonds.
However, each Bondholder exchanging a number of Bonds pursuant to any one Exchange Notice that
would otherwise be entitled to a number of Shares that is not a whole number will receive from the
Issuer a number of Shares equal to its entitlement determined by reference to the aggregate number of
Bonds presented for exchange pursuant to the relevant Exchange Notice, rounded down if necessary to
the nearest whole number of Shares and a payment equal to the Cash Exchange Value of such fractional
Share so rounded down. The Shares to be delivered and the Cash Exchange Value in relation to any
fractional Share, if any, is referred to as the "Share Settlement Amount". The Calculation Agent shall
determine the Share Settlement Amount in respect of any such exercise of the Exchange Right (in
respect of which no Cash Election or Share Cash Combination Election has been made by the Issuer).
(ii)
Suspension of the Exchange Right in the event of a Public Offer
(I)
The Issuer may elect to temporarily suspend the Exchange Right, and therefore the Exchange
Right shall not be exercisable, in the event of a Public Offer, during the period:
(A)
from (and including) the date (the "Offer Reference Date") which is:


9





(i)
in the event of a Public Offer (other than a Squeeze-Out), the later of (i) the
date of notification of the decision of the Issuer to accept a Public Offer
pursuant to paragraph (II) below and (ii) the first day of the offer period in
relation to the relevant Public Offer, or
(ii)
in the event of a Public Offer which is a Squeeze-Out, the date of the
notification pursuant to paragraph (II) below,
(B)
to (and including) the earlier of, as the case may be, (i) the Public Offer Closing Date
or (ii) the day on which the Public Offer is terminated for whatever reason or is rejected.
(II)
If the Issuer elects to temporarily suspend the Exchange Right pursuant to this Condition
4(b)(ii), it shall give notice thereof in accordance with Condition 11 as soon as possible (and in
any case no later than 2 Business Days) following:
(A)
(in the case of a Public Offer (other than a Squeeze-Out)) the later of (x) the date on
which the decision is made by the Issuer to accept the relevant Public Offer and (y) the
day on which the terms of such Public Offer are made public; and
(B)
(in the case of a Public Offer which is a Squeeze-Out) the date on which the terms of
such Public Offer are made public.
Such notice shall give details, as the case may be, of the Public Offer and inform Bondholders
of the period during which the Exchange Right is expected to be suspended as a result of the
Public Offer.

(c)
Exchange Notices
Each Bondholder may exercise the Exchange Right by causing:
(i)
one or more irrevocable notices of exchange (each an "Exchange Notice") in, or substantially
in, the then current form obtainable from the specified office of the Principal Paying and
Exchange Agent (the initial form of which is set forth in the Agency Agreement), duly
completed and signed by it or on its behalf, to be presented by the relevant Account Holder to
the Principal Paying and Exchange Agent; and
(ii)
the number of Bonds being exchanged to be surrendered by transfer to the account of the
Principal Paying and Exchange Agent,
provided that each of (i) and (ii) above occurs during the Exchange Period (and further provided that if
any of (i) or (ii) occurs on a day which is not a Business Day, or after 5:00 p.m. (Paris time) on a
Business Day, it shall be deemed to have occurred instead on the following Business Day).
The date on which (i) and (ii) above have occurred, as determined by the Principal Paying and Exchange
Agent, shall be the "Request Date" in respect of the relevant exercise of the Exchange Right.
The Business Day immediately following the Request Date in respect of any exercise of the Exchange
Right is referred to in these Conditions as the "Exchange Date" in respect of such exercise of the
Exchange Right, as determined by the Principal Paying and Exchange Agent. Not later than 5:00 pm
(Paris time) on each Exchange Date, the Principal Paying and Exchange Agent shall notify the Issuer
and the Calculation Agent of any Exchange Notices received by it (together with the Exchange Date in
respect of each such Exchange Notice), provided, however that the Principal Paying and Exchange
Agent shall provide the Issuer only with the information listed in item (ii) of the Exchange Notice as
set forth below and shall not, unless required by law, provide the Issuer with any information regarding
the identity of the Bondholder exercising the Exchange Right or with any other information which
should, in the reasonable opinion of the Principal Paying and Exchange Agent, remain confidential.


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