ENGIE

Capital/Financing Update • Dec 2, 2015

Final Terms dated 14 September 2015

ENGIE (formerly GDF SUEZ) Issue of JPY 20,000,000,000 0.535 per cent. Notes due January 2024 under the Euro 25,000,000,000 Euro Medium Term Note Programme

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 2 October 2014 which has received visa no. 14-534 from the Autorité des marchés financiers (the "AMF") on 2 October 2014 and the first supplement to it dated 3 March 2015 which has received visa no. 15-073 from the AMF on 3 March 2015, the second supplement to it dated 21 May 2015 which has received visa no. 15-213 from the AMF on 21 May 2015 and the third supplement to it dated 7 September 2015 which has received visa no. 15-473 from the AMF on 7 September 2015, which together constitute a base prospectus for the purposes of the Directive 2003/71/EC as amended (the "Prospectus Directive"), (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. 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 Base Prospectus as supplemented by the supplement. 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 GDF SUEZ (www.gdfsuez.com) and printed copies may be obtained from GDF SUEZ at 1, place Samuel de Champlain, 92400 Courbevoie, France.

1	Issuer:	ENGIE (formerly GDF SUEZ)
2.	Series Number: (i)	68
	Tranche Number: (ii)	1
	(iii) Date on which the Notes become fungible:	Not Applicable
3.	Specified Currency or Currencies:	Japanese Yen ("JPY")
4.	Aggregate Nominal Amount:
	(i) Series:	JPY 20,000,000,000
	Tranche: (ii)	JPY 20,000,000,000
5.	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:	JPY 100,000,000
7.	(i) Issue Date:	16 September 2015

	Interest (ii) Commencement Date:	Issue Date
8.	Maturity Date:	16 January 2024
9.	Interest Basis:	0.535 per cent. 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:	Not Applicable
13.	Status of the Notes: (i)	Unsubordinated
	(ii) Date of Board]approval for issuance of Notes obtained:	Resolution of the Board of Directors (Conseil) d'Administration) of the Issuer dated 10 December 2014 and decision of Mr Gérard Mestrallet in his capacity as Président Directeur Général of the Issuer dated 9 September 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions	Applicable
	Rate of Interest: (i)	0.535 per cent. per annum payable in arrear on each Interest Payment Date
	Interest Payment (ii) $Date(s)$ :	Semi-annually on 16 January and 16 July in each year from and including 16 January 2016 up to and including the Maturity Date. There will be a short first coupon in respect of the first Interest Period from and including the Issue Date to but excluding 16 January 2016.
	(iii) Fixed Coupon Amount:	JPY 267,500 per JPY 100,000,000 in nominal amount
	(iv) Broken Amount:	JPY 178,333.33 per JPY 100,000,000 in nominal amount payable on the Interest Payment Date falling on 16 January 2016
	Day Count Fraction: (v)	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 Provisions	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
18.	Call Option	Not Applicable
19.	Make-Whole Redemption by the Issuer	Not Applicable
20.	Residual Call Option	Not Applicable
21.	Put Option	Not Applicable
22.	Change of Control Put Option	Not Applicable
23.	Final Redemption Amount of each Note	JPY 100,000,000 per Note of JPY 100,000,000 Specified Denomination
24.	Early Redemption Amount
	(i) Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(h)), for illegality (Condition $6(k)$ ) or on event of default (Condition 9):	As per Conditions
	(ii) Redemption for taxation reasons permitted on days others than Interest Payment Dates (Condition $6(h)$ ):	Yes
	(iii) Unmatured Coupons to become void upon early redemption (Materialised Bearer Notes only) (Condition $7(f)$ ):	Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.	Form of Notes:	Dematerialised Notes
	Form of (i) Dematerialised Notes:	Bearer dematerialised form (au porteur)
	Registration Agent (ii)	Not Applicable
	Temporary Global (iii)	Not Applicable

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Certificate:

	(iv) Applicable TEFRA exemption:	Not Applicable
26.	Financial Centre(s) (Condition 7(h)):	TARGET2 and Tokyo
27.	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	Not Applicable
28.	Details relating to Instalment Notes:	Not Applicable
29.	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
30.	Consolidation provisions:	Not Applicable
31.	Masse (Condition 11):	Contractual Masse shall apply
		Name and address of the Representative: Franck Hergault Crédit Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex France
		Name and address of the alternate Representative: Ousseynou Diagne Crédit Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex France

The Representative will receive no remuneration

RESPONSIBILITY

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

Signed on behalf of ENGIE: By: ....................................... 0 Duly authorised

Grégoire de THIER

PART B-OTHER INFORMATION

1.	(i) Listing and admission to trading	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date.
	(ii) Estimate of total expenses related to admission to trading:	EUR 5,150
$\mathbf{2}$	RATINGS
	Ratings:	The Notes to be issued are expected to be rated:
		S & P: A
		Moody's: A1
		Each of S&P and Moody's is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended)

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

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

$\overline{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Reasons for the offer: (i)	See "Use of Proceeds" wording in Prospectus
(ii) Estimated net proceeds: $JPY 19,972,000,000$
(iii) Estimated total expenses:	Not Applicable
YIELD

$5.$

Indication of yield: 0.535 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

8. OPERATIONAL INFORMATION

ISIN:	FR0012967404
Common Code:	129259086
Any clearing system(s) other Not Applicable than Euroclear Bank S.A./N.V. and Clearstream

Banking, société anonyme and the relevant identification number(s):

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

$9.7$ DISTRIBUTION

(i) (ii)	Method of distribution: If syndicated:	Non-syndicated Not Applicable
	(iii) If non-syndicated. name and address of Dealer:	Crédit Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex France
	(iv) US Selling Restrictions (Categories of potential investors to which the Notes are offered):	Reg. S Compliance Category 2 applies to the Notes; TEFRA not applicable