ENGIE — Capital/Financing Update 2015

Dec 2, 2015

Final Terms dated 29 September 2015

ENGIE (formerly GDF Suez)
Issue of EUR 50,000,000 1.764 per cent. Notes due 2027
(the "Notes")
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 supplements to it dated 3 March 2015 which has received visa no. 15-073 from the AMF on 3 March 2015, 21 May 2015 which has received visa no. 15-213 from the AMF on 21 May 2015 and 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 supplements. The Base Prospectus and the supplements 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 (formerly GDF Suez)
2. (i) Series Number: 69
   (ii) Tranche Number: 1
3. Specified Currency or Currencies: Euro (“EUR”)
4. Aggregate Nominal Amount:
   (i) Series: EUR 50,000,000
   (ii) Tranche: EUR 50,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount
6. Specified Denominations: EUR 100,000
7. (i) Issue Date: 1 October 2015

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(ii) Interest
Issue Date
Commencement Date:

1. Maturity Date: 1 October 2027

2. Interest Basis: 1.764 per cent. Fixed Rate
   (further particulars specified below)

3. 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.

4. Change of Interest Basis: Not Applicable

5. Put/Call Options: Make-whole Redemption by the Issuer
   Issuer Residual Call

6. (i) Status of the Notes: 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 25 September 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions
   Applicable

(i) Rate of Interest: 1.764 per cent. per annum payable in arrear on each Interest Payment Date

(ii) Interest Payment Date(s): 1 October in each year up to and including the Maturity Date, commencing on 1 October 2016

(iii) Fixed Coupon Amount: EUR 1,764 per EUR 100,000 in nominal amount

(iv) Broken Amount(s): Not Applicable

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

(vi) Determination Dates: 1 October in each year

1. Floating Rate Note Provisions
   Not Applicable

2. Zero Coupon Note Provisions
   Not Applicable

3. Inflation Linked Interest Note Provisions
   Not Applicable

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PROVISIONS RELATING TO REDEMPTION

1. Call Option Not Applicable

2. Make-Whole Redemption by the Issuer Applicable

(i) Notice period: As per Conditions
(ii) Reference Rate: German Government Bund DBR 6.50 per cent. due 7 April 2027
(iii) Redemption Margin: 0.15 per cent.
(iv) Party, if any, responsible for calculating the principal and/or interest due (if not the Calculation Agent): Not Applicable

1. Residual Call Option Applicable

(i) Call Option Date: 3 July 2027
(ii) Notice period: As per Conditions

1. Put Option Not Applicable

2. Change of Control Put Option Not Applicable

3. Final Redemption Amount of each Note EUR 100,000 per Note of EUR 100,000 Specified Denomination

4. 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

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

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. 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

1. Financial Centre(s) (Condition 7(h)): Not Applicable
2. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No
3. Details relating to Instalment Notes: Not Applicable
4. Redenomination, renominalisation and reconventioning provisions: Not Applicable
5. Consolidation provisions: Not Applicable
6. Masse (Condition 11): Contractual masse shall apply, subject to the provisions of Condition 11(d)

RESPONSIBILITY

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

Signed on behalf of ENGIE:
By:
Duly authorised
Grégoire de THIER

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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 6,250

1. RATINGS
   Ratings: The Notes to be issued have not been rated.

2. 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.”

3. YIELD
   Indication of yield: 1.764 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.

4. OPERATIONAL INFORMATION
   ISIN: FR0012990984
   Common Code: 129990643
   WKN: A1Z7M0
   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

5. DISTRIBUTION
   (i) Method of Non-syndicated

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distribution:

(ii) If syndicated:

(A) Names of Managers: Not Applicable

(B) Stabilising Manager(s) if any: Not Applicable

(iii) If non-syndicated, name and address of Dealer: HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom

(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