Obligation ENGY 5.875% ( US29286DAC92 ) en USD

ENGY

101.633 % ▼

France

US29286DAC92 ( en USD )

5.875% par an ( paiement semestriel )

09/04/2054

Prospectus brochure de l'obligation Engie US29286DAC92 en USD 5.875%, échéance 09/04/2054

29286DAC9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

10/04/2026 ( Dans 92 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 USD, avec le code ISIN US29286DAC92, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/04/2054

L'Obligation émise par ENGY ( France ) , en USD, avec le code ISIN US29286DAC92, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ENGY ( France ) , en USD, avec le code ISIN US29286DAC92, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM (LISTING PARTICULARS)
ENGIE S.A.
U.S.$750,000,000 5.250% Notes due 2029
U.S.$750,000,000 5.625% Notes due 2034
U.S.$500,000,000 5.875% Notes due 2054
ENGIE S.A., a public limited liability company (société anonyme) incorporated in France ("ENGIE" or the "Issuer"), is offering U.S.$750,000,000 aggregate
principal amount of its 5.250% notes due 2029 (the "Series 2029 Notes"), U.S.$750,000,000 aggregate principal amount of its 5.625% notes due 2034 (the
"Series 2034 Notes") and U.S.$500,000,000 aggregate principal amount of its 5.875% Notes due 2054 (the "Series 2054 Notes" and, together with the Series
2029 Notes and Series 2034 Notes, the "Notes", and each separately, a "Series").
The Series 2029 Notes will mature on April 10, 2029, the Series 2034 Notes will mature on April 10, 2034 and the Series 2054 Notes will mature on April 10,
2054. The Issuer will pay interest on each Series of Notes semi-annually in arrears on April 10 and October 10 of each year, commencing October 10, 2024.
The Notes will rank pari passu in right of payment without preference or priority among themselves and equally and rateably with all other present or future
unsecured and unsubordinated indebtedness, obligations and guarantees of the Issuer.
The Issuer will be entitled, at its option, at any time prior to March 10, 2029 for the Series 2029 Notes, prior to January 10, 2034 for the Series 2034 Notes and
prior to October 10, 2053 for the Series 2054 Notes, to redeem all or a portion of either Series of Notes by paying a make-whole redemption price as further
described in this offering memorandum. In addition, on or after March 10, 2029 in respect of the Series 2029 Notes (i.e., one month prior to the Series 2029
Notes Maturity Date), January 10, 2034 in respect of the Series 2034 Notes (i.e., three months prior to the Series 2034 Notes Maturity Date) and October 10,
2053 in respect of the Series 2054 Notes (i.e., six months prior to the Series 2054 Notes Maturity Date), the Issuer will have the option to redeem such Series of
Notes, in whole or in part, at par plus accrued interest on the principal amount of the Notes up to, but not including, the date of redemption. In the event of certain
tax events, the Issuer may redeem all, but not less than all, of the Notes of the affected Series at a redemption price equal to their principal amount plus accrued
interest up to, but not including, the date of redemption.
The Issuer has applied to list the Notes on the Official List of the Luxembourg Stock Exchange and admit them to trading on the Luxembourg Stock Exchange's
Euro MTF Market. There is currently no public market for the Notes. This Offering Memorandum constitutes a prospectus for the purpose of Part IV of the
Luxembourg law on prospectuses for securities dated July 16, 2019.
Investing in the Notes involves certain risks. You should carefully consider the information under "Risk Factors" beginning on page 13 of this offering
memorandum and all of the other information included or incorporated by reference in this offering memorandum before deciding whether to invest
in the Notes.
Issue price for the Series 2029 Notes: 99.653%
Issue price for the Series 2034 Notes: 99.992%
Issue price for the Series 2054 Notes: 98.448%
in each case, plus accrued interest, if any, from April 10, 2024
The Notes 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 state
or any other jurisdiction. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold within
the United States only to "qualified institutional buyers" ("QIBs") in accordance with Rule 144A under the Securities Act ("Rule 144A") and outside the
United States to non-U.S. persons in accordance with Regulation S under the Securities Act ("Regulation S"). You are hereby notified that the sellers of the
Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Neither the United States Securities
and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or adequacy of this
offering memorandum or any supplement thereto. Any representation to the contrary is a criminal offense in the United States. See "Notice to U.S. Investors",
"Notice to Certain Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
The Notes will be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by
global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Beneficial interests in the Notes will be shown on,
and transfers thereof will be effected only through, records maintained by DTC and its participants, including Euroclear Bank, SA/NV, as operator of the
Euroclear System ("Euroclear"), and Clearstream Banking, SA ("Clearstream"). Except as described herein, Notes in definitive form will not be issued. See
"Book-Entry, Delivery and Form". It is expected that delivery of beneficial interests in the Notes will be made through the facilities of DTC and its participants
on or about April 10, 2024 against payment therefor in immediately available funds.
The date of this offering memorandum is April 10, 2024.

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS ................................................................................................................... VII
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................................. VIII
INDUSTRY AND MARKET DATA .......................................................................................................................... IX
IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM .................................................................. X
WHERE YOU CAN FIND ADDITIONAL INFORMATION ......................................................................................... XI
SUMMARY ............................................................................................................................................................ 1
THE OFFERING ..................................................................................................................................................... 6
SUMMARY SELECTED FINANCIAL DATA ........................................................................................................... 11
RISK FACTORS ................................................................................................................................................... 13
RISK MITIGATION AND CONTROL ACTIONS ...................................................................................................... 27
USE OF PROCEEDS ............................................................................................................................................. 35
CAPITALIZATION AND INDEBTEDNESS............................................................................................................... 36
THE ISSUER ........................................................................................................................................................ 37
DESCRIPTION OF THE NOTES ............................................................................................................................. 38
DESCRIPTION OF THE GUARANTEE .................................................................................................................... 49
BOOK-ENTRY, DELIVERY AND FORM ................................................................................................................ 50
CERTAIN MATERIAL TAX CONSIDERATIONS..................................................................................................... 54
PLAN OF DISTRIBUTION ..................................................................................................................................... 59
TRANSFER RESTRICTIONS.................................................................................................................................. 63
ERISA CONSIDERATIONS .................................................................................................................................. 67
LEGAL MATTERS ............................................................................................................................................... 68
INDEPENDENT STATUTORY AUDITORS .............................................................................................................. 68
ENFORCEABILITY OF JUDGMENTS ..................................................................................................................... 69
GENERAL INFORMATION ................................................................................................................................... 71
ii

This offering memorandum contains and incorporates by reference information that you should consider
when making your investment decision. Neither the Issuer nor any of the Initial Purchasers (as defined
in "Plan of Distribution") has authorized anyone to provide you with information that is different from
or additional to that contained in this offering memorandum, and we take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. Neither the
Issuer nor any of the Initial Purchasers is making an offer of the Notes in any jurisdiction where this offer
is not permitted. You should not assume that the information contained or incorporated by reference in
this offering memorandum is accurate at any date other than the date on the front cover of this offering
memorandum.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best of
the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Offering Memorandum is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Issuer is providing this offering memorandum only to prospective purchasers of the Notes (any such
purchasers, "Noteholders"). You should read this offering memorandum, including the information
incorporated by reference herein, before making a decision whether to purchase any Notes. You must notuse
this offering memorandum for any other purpose.
You are responsible for making your own examination of the Group (as defined below) and its business and
your own assessment of the merits and risks of investing in the Notes.
By purchasing the Notes, you will be deemed to have acknowledged that:

you have reviewed this offering memorandum;

you have had an opportunity to request any additional information that you need from the Issuer;

the Initial Purchasers, their agents or any person affiliated with the Initial Purchasers or their agents, are
not responsible for, and are not making any representation to you concerning, the Group's future
performance or the accuracy or completeness of this offering memorandum;

you have not relied on the Initial Purchasers or their agents or any person affiliated with the Initial
Purchasers or their agents in connection with your investigation of the accuracy of such information or
your investment decision; and

no person has been authorized to give any information or to make any representation concerning the
Group or the Notes other than those as set forth in this offering memorandum. If given or made, any
such other information or representation should not be relied upon as having been authorized by the
Issuer, the Initial Purchasers or their respective agents.
Neither the Issuer nor the Initial Purchasers is providing you with any legal, business, tax or other advice in this
offering memorandum, and you should not construe anything in this offering memorandum as such advice. You
should consult with your own advisors as needed to assist you in making your investment decision and to advise
you whether you are legally permitted to purchase Notes.
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase Notes
in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to
make such an offer or invitation. Laws in certain jurisdictions may restrict the distribution of this offering
memorandum and the offer and sale of the Notes. You must comply with all laws that apply to you in any place
in which you buy, offer or sell any Notes or possess this offering memorandum. You must also obtain any
consents or approvals that you need in order to purchase any Notes. Neither the Issuer nor the Initial Purchasers
are responsible for your compliance with these legal requirements.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws pursuant to registration thereunder or an
exemption therefrom. See "Book-Entry, Delivery and Form" and "Transfer Restrictions".
iii

The Issuer and the Initial Purchasers may reject any offer to purchase the Notes in whole or in part, sell less
than the entire principal amount of the Notes offered hereby or allocate to any purchaser less than all of the
Notes for which it has subscribed.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including the section entitled "Book-Entry, Delivery and Form", is subject to change in or
reinterpretation of the rules and procedures of DTC, Euroclear or Clearstream currently in effect. While the
Issuer accepts responsibility for accurately summarizing the information concerning DTC, Euroclear and
Clearstream, the Issuer accepts no further responsibility in respect of such information.
NOTICE TO U.S. INVESTORS
This offering is being made in reliance upon an exemption from registration under the Securities Act for offers
and sales of securities that do not involve a public offering. By purchasing the Notes, investors are deemed to
have made the acknowledgements, representations, warranties and agreements set forth under "Transfer
Restrictions".
The Notes have not been and will not be registered under the Securities Act or the securities laws of any state
of the United States, and the Notes may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Neither the United States Securities and
Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed
upon the accuracy or adequacy of this offering memorandum or any supplement thereto. Any representation to
the contrary is a criminal offense in the United States.
The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S
and within the United States to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that
the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. The Notes will not have the benefit of any exchange offer or registration rights. For a
description of these and certain other restrictions on offers, sales and transfers of the Notes and the distribution
of this offering memorandum, see "Plan of Distribution" and "Transfer Restrictions".
NOTICE TO CERTAIN INVESTORS
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold
or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or
(ii)
a customer within the meaning of Directive (EU) 2016/97, as amended (the "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.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (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.
Singapore Securities and Futures Act Product Classification
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified or
amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes, 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 Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice
iv

on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
France
This offering memorandum has not been prepared and is not being distributed in the context of a public offering
of financial securities in France within the meaning of Article L. 411-1 of the French Code Monétaire et
Financier. Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France
(offre au public de titres financiers) and, neither this offering memorandum nor any offering or marketing
materials relating to the Notes must be made available or distributed in any way that would constitute, directly
or indirectly an offer to the public in France. The Notes shall only be offered or sold in France to qualified
investors (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended
(the "Prospectus Regulation") and in accordance with Articles L. 411-1 and L. 411-2 of the French Code
Monétaire et Financier.
United Kingdom
Prohibition of Sales to UK Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold
or otherwise made available to any retail investor in the United Kingdom ("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"); or
(ii)
a customer within the meaning of the provisions of the Financial Services and Markets Act 2000,
as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, 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.
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.
Other regulatory restrictions
This issue and distribution of this offering memorandum is restricted by law. This offering memorandum is not
being distributed by, nor has it been approved for the purposes of Section 21 of the FSMA by, a person
authorized under the FSMA. This offering memorandum is only being distributed to and is only directed at
(i) persons who are outside the UK, (ii) persons in the UK who have professional experience in matters relating
to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iv)
other persons to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA, and other persons to whom it may lawfully be communicated, falling within
Article 29(2) of the Order (all such persons together being referred to as "relevant persons"). Accordingly, by
accepting delivery of this offering memorandum, the recipient warrants and acknowledges that it is such a
relevant person. The Notes are available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this offering memorandum or any of its contents. No part of this offering
memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to
any other person without the prior written consent of the Issuer. The Notes are not being offered or sold to any
person in the UK, except in circumstances which will not result in an offer of securities to the public in the UK
within the meaning of Part VI of the FSMA.
v

Canada Notice to Canadian investors
The Notes may be sold only to purchasers in Canada purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this offering memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Initial
Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all
documents evidencing or relating in any way to the sale of the Notes described herein (including for greater
certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception
de ce document, chaque investisseur canadien confirme par les présentes qu'il a expressément exigé que tous
les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières
décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés
en anglais seulement.
vi

FORWARD-LOOKING STATEMENTS
This offering memorandum includes "forward-looking statements" within the meaning of the U.S. federal
securities laws, which involve risks and uncertainties, including, without limitation, certain statements made in
the section entitled "Risk Factors". You can identify forward-looking statements because they contain words
such as "believes", "expects", "may", "should", "seeks", "approximately", "intends", "plans", "estimates", or
"anticipates" or similar expressions that relate to the Group's strategy, plans or intentions. These forward-
looking statements are subject to risks and uncertainties that may change at any time, and, therefore, the Group's
actual results may differ materially from those that the Group expected. The Issuer has based these forward-
looking statements on the Issuer's current views and assumptions about future events. While the Issuer believes
that these assumptions are reasonable, the Issuer cautions that it is very difficult to predict the impact of known
factors, and, of course, it is impossible for the Issuer to anticipate all factors that could affect the Group's actual
results. All forward-looking statements are based upon information available to the Issuer on the date of this
offering memorandum.
Important factors that could cause actual results to differ materially from the Issuer's expectations ("cautionary
statements") are disclosed under "Risk Factors" and elsewhere in this offering memorandum, including, without
limitation, in conjunction with the forward-looking statements included in this offering memorandum. All
forward-looking information in this offering memorandum and subsequent written and oral forward-looking
statements attributable to us, or persons acting on the Issuer's behalf, are expressly qualified in their entirety by
the cautionary statements.
Important factors that could cause actual results, performance or achievements of the Group to differ materially
from the expectations of the Group include, among other things: political and regulatory risks; climate-related
and environmental risks; economic and competitive risks; industrial risks; operational risks; and various
business, financial and other risks, including those described in "Risk Factors". Such forward-looking
statements should therefore be construed in light of such factors.
These cautionary statements qualify all forward-looking statements attributable to the Group or persons acting
on its behalf. Any indication in this offering memorandum that an event, condition or circumstance could or
would have an adverse effect on the Group is meant to include effects upon its business, operating, financial
and other conditions, results of operations and ability to make payments on the Notes.
The Issuer undertakes no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. The Issuer cautions you that the foregoing list of important factors
may not contain all of the material factors that are important to you. In addition, in light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this offering memorandum might not
occur. When considering forward-looking statements, you should keep in mind the risk factors and other
cautionary statements included in this offering memorandum, including those described in the "Risk Factors"
section of this offering memorandum.
vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Historical Financial Information
This offering memorandum incorporates by reference English-language translations of the Issuer's audited
consolidated financial statements as of and for the years ended December 31, 2023, 2022 and 2021.
The Issuer's financial year commences on January 1 and ends on December 31 of each year. Its annual historical
consolidated financial statements incorporated by reference in this offering memorandum have been prepared
in accordance with International Financial Reporting Standards as published by the IASB (International
Accounting Standards Board) and as adopted by the European Union ("IFRS"), as applicable at such dates.
The Issuer's audited consolidated financial statements as of and for the years ended December 31, 2023, 2022
and 2021 have been audited by Deloitte & Associés and Ernst & Young et Autres, independent statutory auditors
of the Issuer, as set forth in their audit reports, free English translations of which are incorporated by reference
herein.
Certain financial information included in this offering memorandum has been rounded for ease of presentation.
Accordingly, in certain cases, the sum of the numbers in a column in a table may not conform to the total figure
given for that column. Percentage figures included in this offering memorandum have not been calculated on
the basis of rounded figures but have rather been calculated on the basis of such amounts prior to rounding.
Alternative Performance Measures
This offering memorandum includes certain alternative measures of the Group's performance ("APMs"),
including EBITDA, EBITDA excluding nuclear, EBIT, EBIT excluding nuclear, organic growth, net recurring
income Group share, industrial capital employed, cash flow from operations, capital expenditure ("capex") and
growth capex, net financial debt, economic net debt and ratio of economic net debt/EBITDA, among others.
These measures and the manner in which they are calculated (including reconciliations to the nearest IFRS
measure) are further described in Note 5 "Financial indicators used in financial communication" to the Issuer's
audited consolidated financial statements as of and for the year ended December 31, 2023, on pages 279 to 283
of the 2023 Universal Registration Document incorporated by reference herein.
Such measures are not measurements of financial performance under IFRS and are not defined under IFRS.
These measures should not be considered in isolation or as a substitute for analysis of other indicators of the
Group's operating performance, cash flows or any other measure of performance as reported under IFRS. In
addition, they may differ significantly from similarly titled information reported by other companies and may
not always be comparable. Prospective investors are cautioned not to place undue reliance on these measures.
We present these APMs, which are unaudited, as supplemental information because they are used by our
management in making financial, operational and planning decisions and provide useful financial information
that should be considered in addition to the financial statements prepared in accordance with IFRS in assessing
the Group's performance. In addition, we believe that the measures presented herein may contribute to a better
understanding of our results of operations by providing additional information on what we consider to be some
of the drivers of our financial performance and because these measures are in line with the main indicators used
by many analysts and investors in the capital markets.
Definitions
In this offering memorandum, unless otherwise noted or the context otherwise requires:
all references to the "Issuer" refer to ENGIE;
all references to the "Group", "we" or "us" refer to ENGIE and its consolidated subsidiaries;
all references to "euro" or "" are to the lawful currency of the European Monetary Union;
all references to the "U.S." and "United States" are to the United States of America; and
all references to "U.S. dollar" or "U.S.$" are to the lawful currency of the United States of America.
viii

INDUSTRY AND MARKET DATA
This offering memorandum contains information regarding the Group's business and the industry in which it
operates and competes. This information has been obtained from various third-party sources and the Group's
own internal estimates. In certain cases, this offering memorandum contains statements on the basis of
information obtained from third-party sources that the Group believes are reliable, but it has not independently
verified these third-party sources and cannot guarantee their accuracy or completeness.
In addition, this offering memorandum contains statements regarding the Group's industry and its position in
the industry based on its experience and its own evaluation of general market conditions. No assurance can be
given that the assumptions used in evaluating such statements are accurate or correctly reflect the Group's
position in the industry, and none of its internal surveys or information has been verified by any independent
sources. Prospective investors are cautioned not to place undue reliance on such statements.
ix

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
This offering memorandum incorporates by reference:
The English language translation of the Issuer's Universal Registration Document (Document
d'Enregistrement Universel) for the year ended December 31, 2023 filed with the Autorité des Marchés
Financiers ("AMF") on March 7, 2024 under the number D.24-0085 (the "2023 Universal
Registration Document") excluding the sections set forth below (the "Excluded 2023 Universal
Registration Document Information");
Page(s) in the 2023 Universal
Registration Document
Relevant Excluded Information
Page 1 ............................................................ Text relating to the filing of the French language
Document d'Enregistrement Universel with the
AMF
Page 6............................................................
"Incorporation by reference"
Pages 43-58 ................................................... "Risk Factors". For a description of the main risks
affecting the Group, see the section "Risk Factors"
of this offering memorandum
Pages 63-156.................................................
"Non-Financial Statement and CSR information"
Pages 371-420 ............................................... Parent company financial statements at December
31, 2023 (including the notes to such financial
statements) and the free English language
translation of the statutory auditors' report on such
financial statements
Page 424 ........................................................ "Party responsible for the Universal Registration
Document"
Pages 431-439...............................................
Comparison tables
Pages 226 to 368 (Review of the financial position and consolidated financial statements, including the
free English language translation of the statutory auditors' audit report thereon) of the English language
translation of the Issuer's Universal Registration Document (Document d'Enregistrement Universel)
for the year ended December 31, 2022 filed with the AMF on March 9, 2023 under the number D.23-
0082 (the "2022 Reference Document"); and
Pages 223 to 346 (Consolidated financial statements, including the free English language translation of
the statutory auditors' audit report thereon) of the English language translation of the Issuer's
Registration Document (Document de Référence) for the year ended December 31, 2021, filed with the
AMF on March 9, 2022 under the number D22-0079 (the "2021 Reference Document").
Any references in this offering memorandum to the 2023 Universal Registration Document shall be deemed to
exclude the Excluded 2023 Universal Registration Document Information. Investors should not make an
investment decision based on any information contained in the Excluded 2023 Universal Registration Document
Information.
The documents incorporated by reference herein are available on Engie's website (www.engie.com) and may
be obtained free of charge during normal business hours at Engie's registered office (1, place Samuel de
Champlain 92400 Courbevoie, France, +33 1 44 22 00 00). The information incorporated by reference herein
is considered to be part of this offering memorandum and should be read with the same care. No materials from
Engie's website or any other source other than those specifically identified above are incorporated by reference
into this offering memorandum. If documents that are incorporated by reference herein themselves incorporate
any information or other documents therein, either expressly or implicitly, such information or other documents
will not form part of this offering memorandum except where such information or other documents are
specifically incorporated by reference herein.
x