Bond ENGY 1.625% ( FR0013431244 ) in EUR

ENGY

100 % ▲

France

FR0013431244 ( in EUR )

1.625% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Engie FR0013431244 en EUR 1.625%, maturity Perpetual

08/07/2026 ( In 245 days )

ENGIE is a global energy company focused on low-carbon energy generation and solutions, including renewable energy, natural gas, and energy services.

The Bond issued by ENGY ( France ) , in EUR, with the ISIN code FR0013431244, pays a coupon of 1.625% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Offering Memorandum dated 28 June 2019

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

500,000,000 Undated Non-Call 6 Years
Deeply Subordinated Fixed Rate Resettable Notes

T he Euro 500,000,000 Undated Non-Call 6 Years Deeply Subordinated Fixed Rate Resettable Notes (the " Note s") of ENGIE (the
" Issue r") will be issued on 8 July 2019 (the " Issue Date "). T he principal and interest of the Notes constitute (subject to certain
limitations described in " Status of the Notes" in the T erms and Conditions of the Notes) direct, unconditional, unsecured and the
lowest ranking subordinated obligations (engagem ents subordonnés de dernier rang) of the Issuer and rank and will rank pari p a ssu
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 T erms and Conditions of the Notes.
T he net proceeds of the issuance of the Notes shall be used mainly for liability management transactions relating to hybrid bonds and,
for the remainder, for general corporate purposes.
Unless previously redeemed in accordance with the " Redemption and Purchase" in the T erms and Conditions of the Notes and

subject to the further provisions described in " Interest" in the T erms 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 8 July 2025 (the " First Re set Date"), at a rat e o f
1.625 per cent. per annum , payable annually in arrear on 8 July of each year, commencing on 8 July 2020 and ending on the First
Reset Date and (ii) from and including the First Reset Date to but excluding the final redemption of the Notes, at a r a t e p e r a n n u m
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 8 July o f
each year, commencing on 8 July 2026.
Payme nt of interest on the Note s may be de ferred in whole or in part at the option of the Issuer under ce rtain circumstances,
as se t out in "Interest - Inte rest De ferral" in the Te rms and C onditions of the Notes.
The Note s do not contain e vents of de fault.
T he 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) 8 April 2025 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 T erms and Conditions of the Notes. T h e I ssue r m a y
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 Wit h h o ldin g
T ax Event, a T ax Deductibility Event, an Accounting Event, a Capital Event or a Repurchase Event, each as furth e r de sc r ibe d a n d
defined in " Redemption and Purchase" in the T erms and Conditions of the Notes.
T his Offering Memorandum 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 p a r t ic ula r
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.
T here is currently no public market for the Notes. Application has been made to Euronext Dublin (" Eurone xt Dublin") for the
approval of this document as Listing Particulars. Application has been made to Euronext Dublin for the Notes to be admitt e d t o t h e
official list (the " O fficial List") and to trading on the Global Exchange Market (the " GEM") which is the exchange regulated market
of the Euronext Dublin. T he GEM is not a regulated market for the purposes of Directive 2014/65/EU of the Europea n P a rlia m e n t

and of the Council on markets in financial instruments. T his Offering Memorandum has been approved as Listing Particulars by
Euronext Dublin.
T he Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 100,000. The Notes will at all t im e s be
in book-entry form in compliance with Articles L.211-3 and R.211-1 of the French Code m onétaire et financier. No physical
documents of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code m onétaire et financier) will be
issued in respect of the Notes. T he Notes will, upon issue, be inscribed in the books of Euroclear France (" Eurocle ar France ")
which shall credit the accounts of the Account Holders. " Account Holder" shall mean any intermediary institution entitled t o h o ld,
directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank SA/NV (" Eurocle ar")
and the depositary bank for Clearstream Banking S.A. ("C le arstre am").

T he Issuer is currently rated A- with stable outlook/A-2 by S&P Global Ratings Europe Limited (" S&P") and A3/P-2 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. T he Notes are expected t o be
assigned a rating of BBB by S&P, a rating of Baa2 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 Offering Memorandum may be obtained, free of charge, at the registered office of the Issuer during normal
business hours. Copies of this Offering Memorandum will also be available on the website of the Issuer (www.engie.com).
T he Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area (" EEA"), as defin e d in
the Regulations (as defined below) other than in circumstances that do not and will not give rise to a contravention of those r ule s by
any person. Prospective investors are referred to the section headed " IMPORT ANT EEA RET AIL INVEST ORS" on page 3 of this
Offering Memorandum for further information.
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Offering
Memorandum.

Active Joint Bookrunners, Global Coordinators and Structuring Advisers
BARC LAYS
C REDIT AGRIC O LE C IB

Active Joint Bookrunners
BARC LAYS
C REDIT AGRIC O LE C IB
J.P. MO RGAN
SANTANDER C O RPORATE & INVESTMEN T BANKING
UNIC REDIT BANK

Passive Joint Bookrunners
BANC A IMI
BAYERNLB
MUFG
RBC C APITAL MARKETS
SMBC NIKKO

2

This Offering Memorandum is to be read and construed in conjunction with the documents incorporated
by reference in this Offering Memorandum (see "Documents Incorporated by Reference" below) which
have been previously published and which shall be deemed to be incorporated by reference in, and f orm
part of, this Offering Memorandum (except to the extent so specified in, or to the extent inconsistent with,
this Offering Memorandum).
Any website included in the Offering Memorandum are for information purposes only and do not f orm
part of the Offering Memorandum.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Memorandum 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 Offering Memorandum 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 Offering Memorandum 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.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best
of the knowledge 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 om it
anything likely to affect the import of such information.
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 m ay
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 Offering Memorandum and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum 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 Directive 2003/71/EC of
the European Parliament and of the Council of 4 November 2003, as amended or superseded
("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 m aking
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
3

or otherwise making them available to any retail investor in the EEA may be unlawful under the P RIIP s
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
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
OFFERING MEMORANDUM, SEE "SUBSCRIPTION AND SALE" HEREIN.
This Offering Memorandum 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
Offering Memorandum. 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 Offering Memorandum. The Managers have not separately verified the information or
representations contained or incorporated by reference in this Offering Memorandum. None of the
Managers makes any representation, express or implied or accepts any responsibility with respect to the
accuracy and sincerity of any information or representations contained in the Offering Memorandum.
Neither this Offering Memorandum nor any other information incorporated by reference in this Offering
Memorandum 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 Offering
Memorandum 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 Offering
Memorandum 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 af f airs of
the Issuer or the Group during the life of the arrangements contemplated by this Offering Memorandum
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 ................................................................................ 25
USE OF PROCEEDS.................................................................................................................... 40
DESCRIPTION OF THE ISSUER .................................................................................................. 41
RECENT DEVELOPMENTS ........................................................................................................ 45
TAXATION ................................................................................................................................. 70
SUBSCRIPTION AND SALE ........................................................................................................ 72
GENERAL INFORMATION ......................................................................................................... 74

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 Offering Memorandum (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 Offering Memorandum.
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 f inanc ial
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 r ate r is k,

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 41 to 60 of the 2018 ENGIE
Registration Document as incorporated by reference in this Offering Memorandum (as defined in the section
"Documents Incorporated by Reference" of this Offering Memorandum).
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 s uch
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 cons is tent
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 Offering Memorandum 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 scenar ios f or
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 ef f ec ts 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 f or
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 r eview 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 wher e
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 s uc h as
the Notes. Potential investors cannot rely upon the tax summary contained in this Offering
Memorandum 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 Offering Memorandum.
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
Offering Memorandum. No assurance can be given as to the impact of any possible judicial dec is ion
or change in French laws or administrative practice after the date of this Offering Memorandum.
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 sauvegarde 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 BODACC (Bulletin officiel des annonces 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 Offering
Memorandum 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 mus t
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 affec ted by a
number of factors such as general economic conditions, the financial condition, the creditworthines s
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 retur n to be
paid in respect of such Notes, the outstanding amount of the Notes, any redemption f eatur es 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 creditworthines s
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 f ac tor s
affecting capital markets generally and the stock exchanges on which the Notes or the reference r ate
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 pur chase pr ic e
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

Document Outline

#6">RISK FACTORS
#7">1 General Risks relating to the Notes
#7">Independent Review and Advice
#7">The Notes are complex instruments that may not be a suitable investment for all investors
#7">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:
#7">(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 Offering Memorandum or any applicable supplement;
#7">(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;
#7">(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;
#7">(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;
#7">(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
#7">(f) consult its legal advisers in relation to possible legal or fiscal risks that may be associated with any investment in the Notes.
#7">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 instrume...
#8">Legality of Purchase
#8">Meeting of Noteholders, Modification and waivers
#8">Regulatory Restrictions
#8">Taxation
#8">Proposed financial transaction tax (FTTŽ)
#9">Change of Law
#9">Specific French insolvency law provision regarding the rights of holders of debt securities
#10">Liquidity Risks/Trading Market for the Notes
#10">Creditworthiness of the Issuer
#10">Market Value of the Notes
#11">Exchange rate risk and exchange controls
#11">2 Risks relating to the structure of the Notes
#11">The Notes are the lowest ranking subordinated obligations of the Issuer
#11">The Notes are undated securities
#11">The Terms and Conditions of the Notes contain a prohibition of set-off
#12">Deferral of interest payment
#12">Early Redemption Risk
#13">The Issuer is not required to redeem the Notes in the case of a Withholding Tax Event
#13">There are no events of default or cross default under the Notes
#13">No limitation on issuing or guaranteeing debt ranking senior to, or pari passu with, the Notes
#13">The current IFRS accounting classification of financial instruments such as the Notes as equity instruments may change, which may result in the occurrence of an Accounting Event
#13">Any decline in the credit ratings of the Issuer or of the Notes may affect the market value of the Notes and changes in rating methodologies may lead to the early redemption of the Notes
#14">Fixed Interest Rate Notes
#14">Reset of Interest Rate linked to the 5-year Swap Rate
#14">Risk Relating to the Change in the Rate of Interest
#15">There can be no assurance that the use of proceeds of the Notes will be suitable for the investment criteria of an investor
#17">GENERAL DESCRIPTION OF THE NOTES
#24">DOCUMENTS INCORPORATED BY REFERENCE
#25">TERMS AND CONDITIONS OF THE NOTES
#25">1 Form, Denomination and Title
#25">2 Status of the Notes
#26">3 Negative Pledge
#26">4 Interest
#31">5 Redemption and Purchase
#34">6 Payments
#35">7 Taxation
#35">8 Enforcement Events, no Events of Default and no Cross Default
#35">9 Meeting and Voting Provisions
#38">10 Notices
#38">11 Prescription
#38">12 Further Issues
#39">13 Governing Law and Jurisdiction
#40">USE OF PROCEEDS
#41">DESCRIPTION OF THE ISSUER
#41">1 General Information about ENGIE
#43">2 Share Capital Structure of ENGIE
#44">3 Corporate Governance
#44">4 Rating
#45">RECENT DEVELOPMENTS
#45">ENGIE financial information as of March 31, 2019 2019 full year guidance confirmed Further progress made in strategy implementation
- #45">Key figures as of March 31, 20194
- #47">Analysis of financial data as of March 31, 2019
  - #47">Revenues of EUR 18.8 billion
  - #47">EBITDA of EUR 3.1 billion
  - #49">Current operating income1 of EUR 2.0 billion
  - #49">Net financial debt at EUR 23.2 billion
- #50">2019 financial targets3 and dividend policy
- #50">Significant operational milestones since January 2019
  - #50">Client Solutions
  - #50">Networks
  - #51">Renewables
  - #51">Thermal
  - #52">Supply
- #52">Other Group events
- #54">APPENDIX: CONTRIBUTIVE REVENUES
- #54">BY REPORTABLE SEGMENT AND BY BUSINESS LINE
  - #54">Contributive revenues by reportable segment:
  - #55">Contributive revenues by business line:
- #56">APPENDIX: COMPARABLE BASIS ORGANIC GROWTH ANALYSIS
#57">ENGIE General Shareholders meeting of 17 May 2019
#61">EDP and ENGIE join forces to create a leading global offshore wind player
#62">ENGIE and partners PCL Construction and Black & McDonald awarded 35-year energy efficiency contract with the Government of Canada in the National Capital Region
#64">Appointment within the ENGIE Group
#70">TAXATION
#72">SUBSCRIPTION AND SALE
#72">Subscription Agreement
#72">Selling Restrictions
#72">United States
#73">Prohibition of Sales to European Economic Area Retail Investors
#74">GENERAL INFORMATION
#74">1. Except as disclosed in this Offering Memorandum and the information incorporated by reference herein, there has been no significant change in the financial or trading position and no material adverse change in the prospects of the Issuer or the Gro...
#74">2. The Notes have been accepted for clearance through Euroclear France, Euroclear and Clearstream systems. The International Securities Identification Number (ISIN) of the Notes is FR0013431244. The Common Code number for the Notes is 202150756.
#74">3. The Notes will be inscribed in the books of Euroclear France (acting as central depositary). The address of Euroclear France is 66 rue de la Victoire, 75009 Paris, France.
#74">4. The issue of the Notes has been authorised by a resolution of the Board of Directors (Conseil dadministration) of the Issuer held on 11 December 2018 and a decision of the Executive Officer (Directeur Général) of the Issuer dated 27 June 2019.
#74">5. Application has been made to Euronext Dublin (Euronext DublinŽ) for the approval of this document as Listing Particulars. Application has been made to Euronext Dublin for the Notes to be admitted to the official list (the Official ListŽ) and to t...
#74">6. The Listing Agent, Arthur Cox Listing Services Limited, is acting solely in its capacity as Listing Agent for the Issuer in relation to the Notes and is not itself seeking admission of the Notes to the Official List of Euronext Dublin or to trading...
#74">7. For so long as the Notes are outstanding and listed on the Global Exchange Market and the rules of that exchange require, the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted)...
#75">8. Printed copies of following documents may be obtained, free of charge, at the registered office of the Issuer during normal business hours and copies of such documents will be available on the website of the Issuer (www.engie.com):
#75">9. Ernst & Young et Autres and Deloitte & Associés (all entities regulated by the Haut Conseil du Commissariat aux Comptes (CNCCŽ) and duly authorised as Commissaires aux comptes) have audited and rendered audit reports on the consolidated financial ...
#75">10. The yield in respect of the Notes up to their First Reset Date is 1.700 per cent. per annum and is calculated on the basis of the issue price of the Notes. It is not an indication of future yield.
#75">11. As far as the Issuer is aware and save for the commission payable to the Managers, no person involved in the issue of any of the Notes has an interest material to the issue.
#75">12. At the date of this Offering Memorandum, as far as the Issuer is aware, there are no potential conflicts of interest material to the issue or offer of the Notes between the duties of the members of the Board of Directors (Conseil dadministration)...
#75">13. In connection with the issue of the Notes, Barclays Bank PLC will act as stabilising manager (the Stabilising ManagerŽ). The Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions ...
#75">14. The Notes are expected to be assigned a rating of BBB by S&P, a rating of Baa2 by Moodys and a rating of BBB+ by Fitch.
#75">15. In this Offering Memorandum, unless otherwise specified, references to a Member StateŽ are references to a Member State of the European Economic Area, references to EURŽ or euroŽ or Ž are to the single currency introduced at the start of the ...
#75">16. This Offering Memorandum contains certain statements that are forward-looking including statements with respect to the Issuers business strategies, expansion and growth of operations, trends in its business, competitive advantage, and technologic...
#75">17. BENCHMARK REGULATION … Amounts payable under the Notes from and including the First Reset Date are calculated by reference to the 5-year Mid-Swap Rate which itself refers to ICESWAP2/EURSFIXA, which is provided by ICE Benchmark Administration Limi...