ENGIE

Capital/Financing Update • Dec 2, 2015

Final Terms dated 16 November 2015

ENGIE

Issue of US\$ 50,000,000 2.6805 per cent. Notes due 17 November 2021 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 8 October 2015 which has received visa no. 15-518 from the Autorité des marchés financiers (the "AMF") on 8 October 2015 and the supplement to it dated 9 November 2015 which has received visa no. 15-567 from the AMF on 9 November 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 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.	Series Number: (i)	70
	Tranche Number: (ii)	1
3.	Specified Currency or Currencies:	United States Dollars ("US\$")
4.	Aggregate Nominal Amount:	US\$ 50,000,000
	Series: (i)	US\$ 50,000,000
	Tranche: (ii)	US\$ 50,000,000
5.	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:	US\$ 1,000,000
7.	Issue Date: (i)	17 November 2015
	Interest (ii) Commencement Date:	Issue Date
8.	Maturity Date:	17 November 2021
9.	Interest Basis:	2.6805 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) (ii) Date of Board approval for issuance of Notes obtained:	Unsubordinated Resolution of Board of Directors the (Conseil) d'administration) of Engie passed on 10 December 2014 and decision of Mr Gérard Mestrallet, in his capacity as Président Directeur général of the Issuer, dated 9 November 2015.
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.		Fixed Rate Note Provisions	Applicable
		Rate of Interest:	2.6805 per cent. per annum payable in arrear on each Interest Payment Date
	(11).	Interest Payment	Semi-annually on 17 May and 17 November in each

	$Date(s)$ :	year
	(iii) Fixed Coupon Amount:	US\$ 13,402.50 per US\$ 1,000,000 in nominal amount
	(iv) Broken Amount(s):	Not Applicable
	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 Maturity Call Option	Not Applicable
21.	Put Option	Not Applicable
22.	Change of Control Put Option	Not Applicable
22.	Clean-Up Call Option	Not Applicable
23.	Final Redemption Amount of each Note	US\$ 1,000,000 per Note of US\$ 1,000,000 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(l)) or on event of default (Condition 9): Redemption for (ii)	As per the Conditions Yes
	taxation reasons

$\sim$ $\sim$

permitted on days others than Interest Payment Dates (Condition 6(h)):

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

$\bar{\Sigma}$

$\sim$

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
	(iii) Temporary Global Certificate:	Not Applicable
	(iv) Applicable TEFRA exemption:	Not Applicable
26.	Financial Centre(s) (Condition 7(h)):	London, New York and TARGET 2
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, subject to the provisions of Condition 11(d).
		If at any time there is more than one Noteholder, Condition 11(c) shall apply and the name and address of the Representative will be:
		MASSQUOTE S.A.S.U.

RCS 529 065 880 Nanterre

7bis rue de Neuilly F-92110 Clichy Mailing address : 33, rue Anna Jacquin 92100 Boulogne Billancourt France Represented by its Chairman

Name and address of the alternate Representative: Alternate Representative

Gilbert Labachotte

8 Boulevard Jourdan

75014 Paris

The Representative will be entitled to an upfront fee of €1,500 (VAT excluded), payable on the Issue date.

RESPONSIBILITY

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

Signed on behalf of ENGIE: By: ...................................... . . . . . . . . . . . . . . . . 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:	Euro 3,550 (excluding the costs of the AMF)
2.	RATINGS
	Ratings:	The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally:
		S & P: A
		Moody's: Al
		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."

$\boldsymbol{4}$ . Fixed Rate Notes only - YIELD

Indication of yield:	2.6805 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

5. OPERATIONAL INFORMATION

ISIN:	FR0013053899
Common Code:	132144656
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):	Not Applicable
Delivery:	Delivery against payment
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable

$9.$ DISTRIBUTION

Method of (i) distribution:	Non-syndicated
If syndicated: (ii)
(A) Names of Managers:	Not Applicable
Stabilising (B) $Manager(s)$ if any:	Not Applicable
(iii) If non-syndicated, name and address of Dealer:	Société Générale Tours Société Générale 17, cours Valmy 92987 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