Obligation ENGY 1.655% ( CH1400000035 ) en CHF

ENGY

100 % ▲

France

CH1400000035 ( en CHF )

1.655% par an ( paiement annuel )

11/04/2033

Prospectus brochure de l'obligation Engie CH1400000035 en CHF 1.655%, échéance 11/04/2033

5 000 CHF

200 000 000 CHF

11/04/2026 ( Dans 93 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'analyse du marché obligataire révèle l'existence d'un instrument de dette de type obligation (Code ISIN : CH1400000035) émis par Engie, un acteur énergétique mondial de premier plan basé en France, spécialisé dans la production et la distribution d'électricité, le gaz naturel, et les services énergétiques, et reconnu pour son rôle central dans la transition énergétique mondiale; cette émission, dont le pays d'origine est la France, propose un taux d'intérêt fixe de 1.655% avec une fréquence de paiement annuelle et une date de maturité établie au 11 avril 2033; libellée en Francs Suisses (CHF), l'obligation représente une taille totale d'émission de 200 000 000 CHF, se négociant actuellement à 100% de son prix nominal sur le marché, et présente une taille minimale d'acquisition de 5 000 CHF pour les investisseurs potentiels.

Final Terms dated 9 April 2025

ENGIE
Issue of CHF 200,000,000 1.655 per cent. Fixed Rate Green Senior Notes due 11 April 2033
under the Euro 40,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier: LAXUQCHT4FH58LRZDY46

MIFID II product governance / Professional investors, eligible counterparties and retail clients in Switzerland 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,
professional clients and retail clients in Switzerland only (for the avoidance of doubt, no retail clients in the European Economic
Area shall be targeted), each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution
of the Notes to eligible counterparties, professional clients and retail clients in Switzerland only 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. For the avoidance of doubt, distribution to retail clients domiciled in Switzerland is
permissible.

PROHIBITION OF SALES TO EEA RETAIL CLIENTS - 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 client in the European Economic Area
("EEA"). For these purposes, a retail client 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 clients in the EEA has been or will
be prepared and therefore offering or selling the Notes or otherwise making them available to any retail client in the EEA may
be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL CLIENTS - 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 client in the United Kingdom (the "UK").
For these purposes, a retail client 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 clients in the UK has been or will be prepared and therefore offering or selling the
Notes or otherwise making them available to any retail client in the UK may be unlawful under the UK PRIIPs Regulation.

Swiss Public Offer: For the avoidance of doubt, investors are informed that the Notes will be offered to the public in Switzerland
only.

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, the second supplement to it dated 19 December 2024
which has received approval no. 24-529 from the AMF on 19 December 2024, the third supplement to it dated 4 March
2025 which has received approval no. 25-060 from the AMF on 4 March 2025 and the fourth supplement to it dated
18 March 2025 which has received approval no. 25-073 from the AMF on 18 March 2025, 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 Article 8 of the Prospectus Regulation and article 64 of the Swiss Financial Services Act of 15 June 2018 (the
"FinSA") and must be read in conjunction with the Base Prospectus as so supplemented and the Swiss prospectus
dated 9 April 2025 (including all documents incorporated by reference therein), prepared in connection with the public
offering in Switzerland, admission to trading and listing of the Notes on SIX Swiss Exchange Ltd. ("SIX Swiss
Exchange") (together with the Base Prospectus, the "Swiss Prospectus") in order to obtain all the relevant
information. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination
of these Final Terms and the Swiss Prospectus.
The Base Prospectus, the supplements to the Base Prospectus and the Final Terms are available for viewing on the
website of ENGIE (www.engie.com) and printed copies may be obtained from ENGIE at 1, place Samuel de
Champlain, 92400 Courbevoie, France. Copies of the Swiss Prospectus as well as the documents incorporated therein
by reference may be obtained from BNP Paribas (Suisse) SA, Esplanade de Pont-Rouge 9A, 1212 Grand-Lancy,
Switzerland or may be obtained upon request by e-mail to ([email protected]).

1.
Issuer:
ENGIE
2.
(i)
Series Number:
120
(ii) Tranche Number:
1
3.
Specified Currency or Currencies:
Swiss Francs ("CHF")
4.
Aggregate Nominal Amount:

(i)
Series:
CHF 200,000,000

(ii) Tranche:
CHF 200,000,000
5.
Issue Price:
100 per cent.
6.
Specified Denomination:
CHF 5,000
7.
(i)
Issue Date:
11 April 2025

(ii)
Interest Commencement Date: Issue Date
8.

Maturity Date:
11 April 2033
9.
Interest Basis:
1.655 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
2

11.
Change of Interest Basis:
Not Applicable

Not Applicable

12.
Put/Call Options:
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 18 December 2024 and decision of Mrs. Catherine
MacGregor in her capacity as Directrice Générale of the Issuer dated
24 March 2025.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable

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

(ii) Interest Payment Date(s):
11 April in each year from and including 11 April 2026 to and
including the Maturity Date

(iii) Fixed Coupon Amount:
CHF 82.75 per Note of CHF 5,000 Specified Denomination

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
30/360

(vi) Determination Dates:
Not Applicable
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
Not Applicable
Issuer
20.
Residual Maturity Call Option
Not Applicable
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
CHF 5,000 per CHF 5,000 Specified Denomination
each Note
25.
Inflation Linked Notes 
Not Applicable
Provisions relating to the Final
Redemption Amount
26.
Early Redemption Amount

3

(i)
Early Redemption Amount(s)
CHF 5,000 per CHF 5,000 Specified Denomination
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:
Bearer Dematerialised Notes:
The Notes are issued in uncertificated and dematerialised book-entry
form.
For the purpose of this Series only, Condition 1 of the Terms and
Conditions of the Senior Notes shall be amended and replaced as
follows:
"The Aggregate Nominal Amount of the Notes of CHF 200,000,000
is divided into Notes with a denomination of CHF 5,000 (five
thousand Swiss francs) per Note (the "Specified Denomination").
The Notes are issued outside France in uncertificated and
dematerialised book-entry form, registered with the Intermediary (as
defined below) and held as intermediated securities (the
"Intermediated Securities") (Bucheffekten) in accordance with the
Swiss Federal Intermediated Securities Act ("FISA")
(Bucheffektengesetz).
Neither a global certificate nor definitive securities or any other
certificate representative of the Notes will be issued in respect of the
Notes, and the Terms and Conditions shall be construed accordingly.
The Notes will be created by the Issuer as uncertificated and
dematerialised securities. The Notes will then be entered into the
main register (Hauptregister) of SIX SIS Ltd ("SIS") or any other
intermediary in Switzerland recognised for such purposes by SIX
Swiss Exchange (SIS or such other intermediary, the
"Intermediary"). Once the Notes are registered in the main register
(Hauptregister) of the Intermediary, and the Intermediary has
credited the respective rights to securities accounts of the relevant
participants with the Intermediary, the Notes will constitute
Intermediated Securities.
The records of the Intermediary will determine the number of Notes
held through each participant in that Intermediary. In respect of the
Notes held in the form of Intermediated Securities, the holders of the
4

Notes (the "Noteholders") will be the persons holding the Notes in
a securities account which is in their name, or in the case of
intermediaries holding the Notes for their own account in a securities
account which is in their name.
So long as the Notes remain registered with the Intermediary, the
Notes may only be transferred or otherwise disposed of in
accordance with the provisions of the FISA, i.e. by the entry of the
transferred Notes in a securities account of the transferee.
Neither the Issuer nor the Noteholders shall at any time have the
right to effect or demand the conversion of the uncertificated
and dematerialised Notes into, or the delivery of, a permanent
global note or definitive Notes.
Subject to the below provision, no printing of Notes in definitive
form will occur.
If (i) the Swiss Principal Paying Agent deems the printing of Notes
in definitive form and, if applicable, coupons for the payment of
interest or premium amount ("Coupons") to be necessary or useful,
or (ii) the presentation of securities in definitive form or, if
applicable, Coupons is required by Swiss or foreign laws in
connection with the enforcement of rights (including in cases of
bankruptcy, consolidation or reorganization of the Issuer), the Swiss
Principal Paying Agent shall determine the form of such definitive
Notes and, if applicable, Coupons as well as any necessary technical
changes required to these Terms and Conditions.
For the purposes of these Final Terms, references in the Terms and
Conditions to "Euroclear France Account Holder", "account holder"
or "Account Holder", as the case may be, shall be construed as
references to the Intermediary.".

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

(ii) Registration Agent
Not Applicable

(iii) Temporary Global Certificate:
Not Applicable

(iv) Applicable TEFRA exemption: D Rules, in accordance with Swiss practice
28.
Financial Centre(s) (Condition 7(h)): Zurich, T2
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
and reconventioning provisions:
32.
Consolidation provisions:
Not Applicable
33.
Meeting and Voting Provisions
Contractual Masse
(Condition 11):
The Representative shall be:
5

MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
33, rue Anna Jacquin
92100 Boulogne Billancourt
France
Represented by its Chairman
The Representative will be entitled to a remuneration of 450 (VAT
excluded) per year, payable on each Interest Payment Date with the
first payment at the Issue date.
The Representative will exercise its duty until its dissolution,
resignation or termination of its duty by a general assembly
of Noteholders or until it becomes unable to act. Its
appointment shall automatically cease on the Maturity Date,
or total redemption prior to the Maturity Date.
The Notes and any non-contractual obligations arising out of or in
34.
Governing Law:
connection with the Notes will be governed by, and shall be
construed in accordance with, French law.
35.
Additional other terms:
1. Condition 7(a) of the Terms and Conditions of the Senior
Notes shall be amended, in relation to this Series of Notes
only, by the addition of the following paragraph at the
end of such Condition 7(a):
"The Issuer shall make all payments of principal and interest due
under the Notes to the Swiss Principal Paying Agent in accordance
with the Supplemental Agency Agreement, the Final Terms and
Terms and Conditions of the Notes. The receipt by the Swiss
Principal Paying Agent (or any successor) of the due and punctual
payment of funds in Swiss Francs (CHF) in Geneva, in the manner
provided by the Terms and Conditions and these Final Terms shall
release the Issuer from its obligations under the Notes and Coupons
for the payment of interest and principal due on the relevant Interest
Payment Date and on the Maturity Date to the extent of such
payment.
Except to the extent required by law, payments of principal and/or
interest under the Notes shall be made in freely disposable Swiss
Francs, without collection costs in Switzerland and without any
restrictions and whatever the circumstances may be, irrespective of
nationality, domicile or residence of the Noteholders or
Couponholders and without requiring any certification, affidavit or
the fulfilment of any other formality."
2. Condition 7(e) of the Terms and Conditions of the Senior
Notes shall be amended, in relation to this Series of Notes
only, by the addition of the following paragraph at the
end of such Condition 7(e):
"So long as the Notes are listed on SIX Swiss Exchange, the Issuer
will maintain a paying agent for the Notes having a specified office
in Switzerland and all references in the Terms and Conditions to the
6

Paying Agents shall, where applicable, for the purposes of the Notes
only, be construed as references to the Swiss Principal Paying Agent
and will at no time include a paying agent having a specified office
outside Switzerland, unless permitted by applicable law. Any
reference in the Conditions to the "Fiscal Agent" shall, so far as the
context permits, be deemed to be a reference to the Swiss Principal
Paying Agent."
3. Condition 8 of the Terms and Conditions of the Senior
Notes shall be amended, in relation to this Series of Notes
only, by the addition of the following paragraphs after
Condition 8(b)(ii):
"(iii) where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any
agreements between the European Union and other countries or
territories or any law or other governmental regulation implementing
or complying with, or introduced in order to conform to, such
agreements; or
(iv) where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any law or an
agreement between Switzerland and other countries on withholding
taxes levied by Swiss paying agents in respect of persons resident in
the other country on income of such person on Notes booked or
deposited with a Swiss paying agent.
(v) by reason of the holder of any Note or Coupon being domiciled
or established, or receiving payments made under any such Note or
Coupon in an account open, in a non-cooperative State or territory
(Etat ou territoire non coopératif) within the meaning of article 238-
0 A of French Code Général des Impôts other than States or
territories mentioned in paragraph 2 bis, 2° of Article 238-0 A of the
French Code Général des Impôts or by virtue of Article 238 A of the
French Code Général des Impôts."
4. Condition 15 of the Terms and Conditions of the Senior
Notes shall be amended, in relation to this Series of Notes
only, by the addition of the following at the end of
Condition 15:
"(f) Notwithstanding the foregoing, so long as the Notes are listed
on SIX Swiss Exchange and the rules of that exchange so require,
all notices regarding the Notes, the Coupons and the Issuer (with
respect to the Notes) shall be given by publication (i) on the internet
website
of
SIX
Swiss
Exchange
(currently:
www.six-
group.com/en/products-services/the-swiss-stock-exchange/market-
data/news-tools/official-notices.html)
or
(ii)
otherwise
in
accordance with the regulations of SIX Swiss Exchange. Any
notices so given will be deemed to have been validly given on the
date of such publication or if published more than once, on the first
date of such publication."

7

PART B OTHER INFORMATION
1.
(i) Listing and admission to
Application for listing of the Notes according to the Standard for Bonds
trading:
on SIX Swiss Exchange will only be made subsequent to the Issue Date.
The Notes have been provisionally admitted to trading on SIX Swiss
Exchange with effect from 11 April 2025.
The last trading day of the Notes is expected to be the second Zurich
business day prior to the Maturity Date.

(ii) Estimate of total expenses
Not Applicable
related to admission to
trading:

(iii) Information required for

Notes to be listed on SIX
Swiss Exchange:

- Listing/Trading information:

a) Trading Size and
The Notes can only be traded in the Specified Denomination of CHF
Ratio:
5,000

b) First provisional
11 April 2025
Trading Day:

c) Last Trading Day
Expected to be 5.00 pm CET time on the second Zurich business day prior
and Time:
to the Maturity Date.

- Additional information:

a) Fees charged by the
None
Issuer to the
Noteholders post-
issuance:

b) Name and address of
BNP Paribas (Suisse) SA
the representative for
Esplanade de Pont-Rouge 9A, 1212 Grand-Lancy, Switzerland
purposes of article
58a of the Listing
Rules of SIX Swiss
Exchange:

c) No material adverse
Save as disclosed in the Base Prospectus and the Swiss Prospectus, there
change:
has been no material adverse change, nor any event involving a
prospective material adverse change in the financial and trading position
9

of the Issuer since the date of the Base Prospectus (as supplemented) and
the Swiss Prospectus.

d) Swiss tax
For Swiss tax information, Noteholders are advised to consult with their
information:
professional tax advisors as to the respective Swiss tax consequences of
the purchase, ownership, disposition or redemption of Notes.
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
(https://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
10