ENGIE : Communique AMF CP. CP23928957

Final Terms dated 4 September 2023

ENGIE

Issue of €900,000,000 4.500 per cent. Notes due 6 September 2042

under the Euro 30,000,000,000

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 18 of the Guidelines published by ESMA on 5 February 2018, 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.

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 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 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:

1. 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 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.

EMEA 145087315

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 17 May 2023 which has received approval no. 23-170 from the Autorité des marchés financiers (the "AMF") on 17 May 2023 and the first supplement to it dated 4 August 2023 which has received approval no. 23-345 from the AMF on 4 August 2023 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:	110
	(ii)	Tranche Number:	1
3.	Specified Currency or	Euro ("€")
	Currencies:

4. Aggregate Nominal Amount:

	(i)	Series:	€900,000,000
	(ii)	Tranche:	€900,000,000
5.	Issue Price:	98.751 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:	€100,000
7.	(i)	Issue Date:	6 September 2023
	(ii)	Interest Commencement	Issue Date
	Date:
8.	Maturity Date:	6 September 2042
9.	Interest Basis:	4.500 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.

1. Change of Interest Basis:
2. Put/Call Options:

Not Applicable

Make-Whole Redemption by the Issuer Residual Maturity Call Option Clean-up Call Option

(further particulars specified below)

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13.

(i) Status of the Notes:

Unsubordinated

1. Date of Board approval for issuance of Notes obtained:

Resolution of the Board of Directors (Conseil d'Administration) of the Issuer dated 8 December 2022 and decision of Mrs. Catherine MacGregor in her capacity as Directrice Générale of the Issuer dated 30 August 2023.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions	Applicable
	(i)	Rate of Interest:	4.500 per cent. per annum payable annually in arrear on each Interest
			Payment Date
	(ii)	Interest Payment Date(s):	6 September in each year from and including 6 September 2024 to and
			including the Maturity Date
	(iii)	Fixed Coupon Amount:	€4,500 per €100,000 in nominal amount
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual (ICMA)
	(vi)	Determination Dates:	6 September 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	Applicable
	the Issuer

1. Notice period:
2. Reference Bond:
3. Reference Dealers:
4. Similar Security:
5. Redemption Rate:
6. Redemption Margin:
7. Party, if any, responsible for calculating the principal and/or interest due (if not the Calculation Agent):

As per Conditions

German Government Bund DBR 3.25 per cent. due 4 July 2042 (ISIN Code: DE0001135432)

As per Conditions

As per Conditions

As per Conditions

+0.30 per cent.

Not Applicable

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1. Residual Maturity Call Option
2. 1. Residual Maturity Call Option Date:
   2. Notice period:
3. Put Option
4. Change of Control Put Option
5. Clean-upCall Option
6. 1. Clean-upCall Percentage:
   2. Early Redemption Amount:
7. Final Redemption Amount of each Note
8. Early Redemption Amount
9. 1. Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(h)) or for illegality (Condition 6(l)):

Applicable

6 June 2042

As per Conditions Not Applicable Not Applicable Applicable

75 per cent. €100,000 per Note €100,000 per Note

As per Conditions

(ii)	Redemption for taxation	Yes
reasons permitted on days others
than Interest Payment Dates
(Condition 6(h)):
(iii)	Unmatured Coupons to	Not Applicable

become void upon early redemption (Materialised Bearer Notes only) (Condition 7(f)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26.	Form of Notes:	Dematerialised Notes
	(i)	Form of Dematerialised	Bearer dematerialised form (au porteur)
	Notes:
	(ii)	Registration Agent	Not Applicable
	(iii)	Temporary Global	Not Applicable
	Certificate:
	(iv)	Applicable TEFRA	Not Applicable
	exemption:
27.	Financial Centre(s) (Condition	Not Applicable
	7(h)):

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28.	Talons for future Coupons or	Not Applicable
	Receipts to be attached to
	Definitive Notes (and dates on
	which such Talons mature):
29.	Details relating to Instalment	Not Applicable
	Notes:
30.	Redenomination, renominalisation	Not Applicable
	and reconventioning provisions:
31.	Consolidation provisions:	Not Applicable
32.	Meeting and Voting Provisions	No Masse
	(Condition 11):

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of ENGIE:

By: ............................................

Duly authorised

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