Bond Engy S.A. 5.75% ( FR001400TMR8 ) in GBP

Engy S.A.

94 % ▼

France

FR001400TMR8 ( in GBP )

5.75% per year ( payment 1 time a year)

27/10/2050

Prospectus brochure of the bond Engie S.A FR001400TMR8 en GBP 5.75%, maturity 27/10/2050

500 000 000 GBP

28/10/2026 ( In 260 days )

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

The Bond issued by Engy S.A. ( France ) , in GBP, with the ISIN code FR001400TMR8, pays a coupon of 5.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/10/2050

Final Terms dated 24 October 2024

ENGIE
Issue of £500,000,000 5.750 per cent. Senior Notes due 28 October 2050
under the Euro 40,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier: LAXUQCHT4FH58LRZDY46

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 categories referred
to in item 19 of the Guidelines published by ESMA on 3 August 2023, as determined by the manufacturers, has led to the conclusion that: (i)
the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / Professional investors and eligible counterparties only target market Solely for the purposes of the
manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target
market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.

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 (the "EEA"). For these
purposes, a retail investor means a person who is one (or both) 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, 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, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been or will be 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.
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 (the "UK"). For these purposes, a
retail investor means a person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. 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 or will be 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.
NOTIFICATION UNDER SECTION 309B(1)(c) OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
(THE "SFA") In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations"), the Issuer has determined the classification of the Notes as "capital
markets products other than prescribed capital markets products" (as defined in the CMP Regulations) and "Specified Investment
Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the "Terms and Conditions of the Senior
Notes" set forth in the Base Prospectus dated 3 June 2024 which has received approval no. 24-192 from the Autorité
des marchés financiers (the "AMF") on 3 June 2024 and the first supplement to it dated 21 August 2024 which has
received approval no. 24-375 from the AMF on 21 August 2024, which together constitute a base prospectus for the
purposes of the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"), (the "Base Prospectus").
This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation
and must be read in conjunction with the Base Prospectus as so supplemented in order to obtain all the relevant
information. The Base Prospectus and the supplement to the Base Prospectus are available for viewing on the website
of the AMF (www.amf-france.org) and of ENGIE (www.engie.com) and printed copies may be obtained from ENGIE
at 1, place Samuel de Champlain, 92400 Courbevoie, France.
1.
Issuer:
ENGIE
2.
(i)
Series Number:
118

(ii) Tranche Number:
1
3.
Specified Currency or Currencies:
Pound Sterling ("£")
4.
Aggregate Nominal Amount:

(i)
Series:
£500,000,000

(ii) Tranche:
£500,000,000
5.
Issue Price:
98.840 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination:
£100,000
7.
(i)
Issue Date:
28 October 2024

(ii)
Interest Commencement Date: Issue Date
8.

Maturity Date:
28 October 2050
9.
Interest Basis:
5.750 per cent. per annum Fixed Rate
(further particulars specified below)
10.
Redemption Basis:
Subject to any purchase and cancellation or early redemption, the
Notes will be redeemed on the Maturity Date at 100 per cent. of their
nominal amount
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Make-Whole Redemption by the Issuer
Residual Maturity Call Option
(further particulars specified below)

13.
(i) Status of the Notes:
Senior Notes

(ii) Date of Board approval for
Resolution of the Board of Directors (Conseil d'Administration) of
issuance of Notes obtained:
the Issuer dated 14 December 2023 and decision of Mrs. Catherine
MacGregor in her capacity as Directrice Générale of the Issuer dated
21 October 2024.

2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
5.750 per cent. per annum payable annually in arrear on each Interest
Payment Date

(ii) Interest Payment Date(s):
28 October in each year from and including 28 October 2025 to and
including the Maturity Date

(iii) Fixed Coupon Amount:
£5,750 per £100,000 in nominal amount

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/Actual (ICMA)

(vi) Determination Dates:
28 October in each year
15.
Floating Rate Note Provisions
Not Applicable
16.
Zero Coupon Note Provisions
Not Applicable
17.
Inflation Linked Interest Note
Not Applicable
Provisions

PROVISIONS RELATING TO REDEMPTION
18.
Call Option
Not Applicable
19.
Make-Whole Redemption by the
Applicable
Issuer

(i)
Notice period:
As per Conditions

(ii) Reference Bond:
United Kingdom, Green Gilt 0.625 per cent. due 22 October 2050
(ISIN Code: GB00BMBL1F74)

(iii) Reference Dealers:
As per Conditions

(iv) Similar Security:
As per Conditions

(v) Method of determination of
Reference Screen Rate
the Make-Whole Redemption Rate:

(vi) Reference Screen Page:
Bloomberg HP page for the Reference Security (with the settings
"Mid YTM" and "Daily")

(vii) Make-Whole Redemption
+ 0.20 per cent.
Margin:

(viii) Make-Whole
Calculation DIIS Group
Agent
20.
Residual Maturity Call Option
Applicable

(i)
Residual Maturity Call
28 April 2050

Option Date:

(ii) Notice period:
As per Conditions

3

21.
Put Option
Not Applicable
22.
Change of Control Put Option
Not Applicable
23.
Clean-up Call Option
Not Applicable
24.
Final Redemption Amount of
£100,000 per Note
each Note
25.
Inflation Linked Notes 
Not Applicable
Provisions relating to the Final
Redemption Amount
26.
Early Redemption Amount

(i) Early Redemption Amount(s) As per Conditions
of each Note payable on
redemption
for
taxation
reasons (Condition 6(i)) or for
illegality (Condition 6(m)):

(ii) Redemption
for
taxation Yes
reasons permitted on days
others than Interest Payment
Dates (Condition 6(i)):

(iii) Unmatured
Coupons
to Not Applicable
become void upon early
redemption
(Materialised
Bearer Notes only) (Condition
7(f)):

(iv) Early Redemption Amount in Not Applicable
respect of Inflation Linked
Notes:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:
Dematerialised Notes

(i)
Form of Dematerialised Notes:
Bearer dematerialised form (au porteur)

(ii) Registration Agent
Not Applicable

(iii) Temporary Global Certificate:
Not Applicable

(iv) Applicable TEFRA exemption: Not Applicable
28.
Financial Centre(s) (Condition 7(h)): Not Applicable
29.
Talons for future Coupons or
Not Applicable
Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):
30.
Details relating to Instalment Notes:
Not Applicable
31.
Redenomination, renominalisation
Not Applicable

4

PART B OTHER INFORMATION
1.
(i) Listing and
Application has been made by the Issuer (or on its behalf) for the Notes to be
admission to trading:
admitted to trading on Euronext Paris with effect from the Issue Date.

(ii) Estimate of total
18,000
expenses related to
admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued have been rated:

S&P: BBB+
Pursuant to S&P definitions, an obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to weaken the obligor's capacity to meet its financial commitments on the
obligation. Ratings from "AA" to "CCC" may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the rating categories.
Moody's: Baa1
Pursuant to Moody's definitions, obligations rated "Baa" are judged to be medium-
grade and subject to moderate credit risk and as such may possess certain speculative
characteristics. The addition of the modifier "1" indicates that the obligation ranks in
the higher end of its generic rating category.
Fitch: BBB+
Pursuant to Fitch's definitions, "BBB" ratings indicate that expectations of default risk
are currently low. The capacity for payment of financial commitments is considered
adequate, but adverse business or economic conditions are more likely to impair this
capacity. The modifiers "+" or "" may be appended to a rating to denote relative status
within major rating categories.
S&P, Moody's and Fitch are established in the European Union and registered under

Regulation (EC) No 1060/2009 (as amended, the "CRA Regulation") and are included
in the list of credit rating agencies registered in accordance with the CRA Regulation
published on the European Securities and Markets Authority's website
(www.esma.europa.eu/credit-rating-agencies/cra-authorisation).
S&P, Moody's and Fitch are not established in the United Kingdom and have each not
applied for registration under Regulation (EC) No 1060/2009 (as amended) as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"UK CRA Regulation"), but are endorsed by S&P Global Ratings UK Limited,
Moody's Investors Service Limited and Fitch Ratings Limited, respectively, which are
established in the United Kingdom, registered under the UK CRA Regulation and
included in the list of credit rating agencies registered in accordance with the list of
registered and certified credit ratings agencies published on the website of the UK
Financial
Conduct
Authority
(https://www.fca.org.uk/firms/credit-rating-
agencies#section-certified-credit-rating-agencies).

6

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer. 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 other services for, the Issuer and its affiliates in the ordinary course of business.
4.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

Reasons for the
Green Bonds - It is the intention of the Issuer to use the net proceeds to fund Eligible
offer:
Green
Projects,
as
defined
in
the
Green
Financing
Framework
(https://www.engie.com/sites/default/files/assets/documents/2023-
06/20230613_Engie_Green_Framework%20%28VDEF%29.pdf).
See "Use of Proceeds" wording in Base Prospectus.

Estimated net
£492,325,000
amount of the
proceeds:
5.
YIELD

Indication of yield: 5.838 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an
indication of future yield
6.
OPERATIONAL INFORMATION

ISIN:
FR001400TMR8

Common Code:
292853327

Any clearing system(s) other than Not Applicable
Euroclear France, Euroclear Bank SA/NV
and Clearstream Banking S.A. and the
relevant identification number(s):

Delivery:
Delivery free of payment

Names and addresses of additional Paying Not Applicable
Agent(s) (if any):

7.
DISTRIBUTION

(i)
Method of distribution:
Syndicated

(ii) If syndicated:

Barclays Bank Ireland PLC
(A) Names of Managers:
Commerzbank Aktiengesellschaft
HSBC Continental Europe
J.P. Morgan SE
NatWest Markets N.V.
RBC Europe Limited
Standard Chartered Bank AG
Intesa Sanpaolo S.p.A.
UniCredit Bank GmbH

7

(B) Stabilisation Manager(s)
Barclays Bank Ireland PLC

if any:

(iii) If non-syndicated, name and
Not Applicable
address of Dealer:

(iv) US Selling Restrictions (Categories Reg. S Compliance Category 2 applies to the Notes; TEFRA
of potential investors to which the Notes not applicable
are offered):

(v) Singapore Sales to Institutional Not Applicable
Investors and Accredited Investors only:

8