Commentary & Deal Flow

PerpNC8.3: Final Books >€2.3bn. Peak book >€4.9bn

Launched: PerpNC8.3: €750m @ 5.05% - Books > €4.9bn
IPTs: PerpNC8.3: 5.500%-5.625%

• Issuer: ENGIE
• Ticker: ENGIFP
• Country: FR
• Issuer LEI: LAXUQCHT4FH58LRZDY46
• Issuer Ratings: Baa1 (Stable) / BBB+ (Stable) / BBB+ (Stable) (Moody's / S&P / Fitch)
• Expected Issue Ratings: Baa3 / BBB- / BBB (Moody's / S&P / Fitch)
• Exp. Equity Credit: 50% Equity Credit Basket M from Moody’s / Intermediate Equity Content (50%) from S&P (until First Reset Date) / 50% Equity Credit from Fitch
• Status: Direct, unconditional, unsecured and the lowest ranking subordinated obligations (engagements subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among themselves and (save for certain obligations required to be preferred by French law) equally and rateably with all other present or future Deeply Subordinated Notes, but subordinated to the titres participatifs issued by, and the prêts participatifs granted to, the Issuer, and Ordinary Subordinated Notes and Unsubordinated Notes of the Issuer.
• Format: Reg S (Cat 2), Bearer Notes, Dematerialised, Green Notes
• Yield: 5.05%
• Pricing Date: 7-Sep-26
• Settlement Date: 14-Sep-26 (T+5)
• Maturity / NC period: PerpNC8.3
• Size: €750m
• First Reset Date, Second Reset Date and Subsequent Reset Dates: 7-Jan-35, 7-Jan-40 and each date falling on the fifth annual anniversary thereafter
• First Call Date: 7-Oct-34 (3 months before the First Reset Date)
• Interest Payment: Fixed rate, [•]% per annum, payable annually in arrear, from the Issue Date until the First Reset Date. Then, reset every 5 years to then applicable 5yr EUR Mid-Swap Rate plus the Initial Margin + relevant step-up. Short first
• Step-up: 7-Jan-40 (First Step-up Date, Year 13.3): +25 bps / 7-Jan-55 (Second Step-up Date, Year 28.3): +75 bps (100 bps in aggregate)
• Short First Coupon: Short First Coupon with a Broken Amount of €[•] per €100,000 in nominal amount for the period from and including the Issue Date to, but excluding, 7-Jan-27
• Optional Interest Deferral: The Issuer may, at any time and at its sole discretion, elect to defer in whole or in part the payment of interest accrued on the Notes in respect of any Interest Period Cumulative and compounding (cash settled) subject to applicable laws and regulations.
• Payment of Arrears of Interest: Arrears of Interest (together with any Additional Interest Amount) may at the option of the Issuer be paid in whole or in part at any time, provided that all Arrears of Interest (together with the corresponding Additional Interest Amounts) in respect of all Notes for the time being outstanding shall become due and payable in whole, but not in part, on whichever is the earliest of: (i) 10 Business Days following the occurrence of a Mandatory Payment Event; (ii) the next scheduled Interest Payment Date in respect of which the Issuer does not elect to defer all or part of the interest accrued in respect of the relevant Interest Period; (iii) the date on which the Notes are redeemed; or (iv) the date upon which a judgment is made for the voluntary or judicial liquidation of the Issuer (liquidation judiciaire or liquidation amiable) or the sale of the whole of the business (cession totale de l’entreprise) of the Issuer or if the Issuer is liquidated for any other reason (other than pursuant to a consolidation, amalgamation or merger or other reorganisation outside the context of an insolvency).
• Mandatory Payment Event: a dividend, other distribution or payment of any nature was validly declared, paid or made in respect of any Equity Securities or any Parity Securities of the Issuer; or the Issuer has repurchased, redeemed, or otherwise acquired any Equity Securities or any Parity Securities of the Issuer other than, with respect to Equity Securities, in connection with the satisfaction by the Issuer of its obligations under any buy-back programme, employee shareholding programmes (including any share purchase option plan), or free share allocation plan reserved for directors, officers and/or employees of the Issuer’s group, shares sold to employees through the Issuer savings funds, liquidity agreement (programme de liquidité) or any associated hedging transaction.
• Par Call schedule: The Issuer will have the right to redeem each series of the Notes (but not some only) on any day in the period commencing on the First Call Date (3 months before the First Reset Date) and ending on (and including) the First Reset Date and on any Interest Payment Date thereafter, at par (together with accrued interest)
• Early Par Redemptions: At any time at par, upon a Clean-up Call (≥75%), a Gross-Up Event or a Withholding Tax Event (in whole but not in part)
• Early 101% Redemptions: Upon the occurrence of an Accounting Event, a Capital Event or a Tax Deductibility Event, at 101% at any time until and excluding the date falling 3 months prior to the First Reset Date, at par thereafter (in whole but not in part)
• Early Make-Whole Redemption: Make-Whole Redemption option in whole (but not in part) at the Make-Whole Redemption Amount at any time other than (i) the period from (and including) the First Call Date until (and including) the First Reset Date and (ii) on any subsequent Interest Payment Date (vs. Bund)
• Replacement Language: Intention-based, subject to customary carve-outs (non-binding)
• Use of Proceeds: An amount equal to the net proceeds will be used by the Issuer to: finance or refinance part of the acquisition of 100% of UK Power Networks, a pure player in transmission and distribution of electricity, and/or to finance or refinance in whole or in part, other existing or future Eligible Green Projects, both in accordance with the Issuer’s Green Financing Framework, available on the Green bond section of the Issuer’s website (https://www.engie.com/en/investors/fixed-income/green-bonds/)
• Denominations: €100k + €100k
• Listing: Euronext Paris
• Governing Law: French law
• Documentation: EMTN Base Prospectus dated 22-May-26
• Green Financing Framework and Second Party Opinion: The applicable Green Financing Framework and the Moody's SPO both dated Mar-26 are available at: https://www.engie.com/en/investors/fixed-income/green-bonds/
• Global Coordinators and Active Bookrunners: Morgan Stanley Europe SE, Santander (B&D)
• Joint Active Bookrunners: Deutsche Bank, Mizuho, NatWest, Societe Generale
• Target Market: Eligible Counterparties and Professional Investors only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the United Kingdom
• Selling Restrictions: As per the Base Prospectus dated 22-May-26
• Advertisement: The final terms, when published, will be available on the website of the Issuer (https://www.engie.com/en/investors/fixed-income/subordinated-hybrid-bonds/) and on the website of the Autorité des Marchés Financiers (www.amf-france.org)
• Books Subject: 13:00 UKT / 14:00 CET
• Timing: Books open, Today's business
• Hedges: None