ENGIE : Communique AMF CP. CP22867856

Final Terms dated 2 September 2019

ENGIE

Issue of €750,000,000 0.000 per cent. Notes due 4 March 2027

under the Euro 25,000,000,000

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 manufacturers' 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 manufacturer(s), 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 more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II (ii) a customer within the meaning of Directive (EU) 2016/97, as amended ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive"). 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.

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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 13 December 2018 which has received visa no. 18-562 from the Autorité des marchés financiers (the "AMF") on 13 December 2018, the first supplement to it dated 10 April 2019 which has received visa no. 19- 149 from the AMF on 10 April 2019, the second supplement to it dated 11 June 2019 which has received visa no. 19-254 from the AMF on 11 June 2019 and the third supplement to it dated 26 August 2019 which has received visa no.19-409, which together constitute a base prospectus for the purposes of 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
2.	(i)	Series Number:	91
	(ii)	Tranche Number:	1
3.	Specified Currency or Currencies:	Euro ("€")

4. Aggregate Nominal Amount:

	(i)	Series:	€750,000,000
	(ii)	Tranche:	€750,000,000
5.	Issue Price:	100.007 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:	€100,000
7.	(i)	Issue Date:	4 September 2019
	(ii)	Interest Commencement	Issue Date
	Date:
8.	Maturity Date:	4 March 2027
9.	Interest Basis:	0.000 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 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 11 December 2018 and decision of Mrs. Isabelle Kocher in her capacity as Directeur Général of the Issuer dated 28 August 2019.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions	Applicable
	(i)	Rate of Interest:	0.000 per cent. per annum
	(ii)	Interest Payment Dates:	Not Applicable
	(iii)	Fixed Coupon Amount:	€0 per €100,000 in nominal amount
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	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 Issuer	Applicable
	(i)	Notice period:	As per Conditions
	(ii)	Reference Rate:	German Government Bund DBR 0.25 per cent. due 15
			February 2027 (ISIN Code: DE0001102416)
	(iii)	Redemption Margin:	0.15 per cent
	(iv)	Party, if any, responsible for	Not Applicable
	calculating the principal and/or interest
	due (if not the Calculation Agent):
20.	Residual Maturity Call Option	Applicable
	(i)	Call Option Date:	4 December 2026
	(ii)	Notice period:	As per Conditions
21.	Put Option	Not Applicable
22.	Change of Control Put Option	Not Applicable

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23.	Clean-Up Call Option	Applicable
	(i)	Clean-Up Call Percentage:	75 per cent.
	(ii)	Early Redemption Amount:	€100,000 per Note
24.	Final Redemption Amount of each Note	€100,000 per Note

25. Early Redemption Amount

1. Early Redemption Amount(s) of As per Conditions each Note payable on redemption for
   taxation reasons (Condition 6(h)), for illegality (Condition 6(l)) or on event of default (Condition 9):
2. Redemption for taxation reasons Not Applicable permitted on days others than Interest
   Payment Dates (Condition 6(h)):

(iii)	Unmatured Coupons to become void Not Applicable
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 Notes:	Bearer dematerialised form (au porteur)
	(ii)	Registration Agent	Not Applicable
	(iii)	Temporary Global Certificate:	Not Applicable
	(iv)	Applicable TEFRA exemption:	Not Applicable
27.	Financial Centre(s) (Condition 7(h)):	Not Applicable
28.	Talons for future Coupons or Receipts to	Not Applicable
	be attached to Definitive Notes (and dates
	on which such Talons mature):
29.	Details relating to Instalment Notes:	Not Applicable
30.	Redenomination, renominalisation and	Not Applicable
	reconventioning provisions:
31.	Consolidation provisions:	Not Applicable
32.	Meeting and Voting Provisions (Condition	No Masse shall apply
	11):

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