2015 Registration Document including annual financial report WorldReginfo - 7c177e20-90ff-43ea-b1cd-43456532569f summary PRESENTATION OF THE 4.5 Statutory Auditors’ special report on regulated agreements and GROUP 3 commitments, transactions with 1.1 Profile, organization and strategy of related parties, service contracts 125 the Group 4 4.6 Compensation and benefits paid to 1.2 Key figures 9 members of corporate governance bodies 130 1.3 Description of business lines in 2015 13 1.4 Real estate, plant and equipment 46 1.5 Innovation, research and technologies policy 48 INFORMATION ON THE SHARE CAPITAL AND SHAREHOLDING 153 RISK FACTORS 51 5.1 Information on the share capital and 2.1 Risk management process 53 non-equity instruments 154 2.2 Risks related to the external 5.2 Shareholding 165 environment 54 2.3 Operating risks 58 2.4 Industrial risks 61 FINANCIAL INFORMATION 169 2.5 Financial risks 64 6.1 Management report 170 6.2 Financial statements 187 6.3 Statutory auditor’s report on the SOCIAL AND ENVIRONMENTAL consolidated financial statements 305 INFORMATION, 6.4 Parent company financial statements 307 CORPORATE SOCIAL 6.5 Statutory auditor’s report on the parent company financial statements 354 COMMITMENTS 67 3.1 Ethics and compliance 68 3.2 Social Information 70 ADDITIONAL INFORMATION 357 3.3 Environmental information 83 7.1 Specific statutory provisions and 3.4 Societal information 92 bylaws 358 3.5 Report of one statutory auditor 7.2 Legal and arbitration proceedings – designated as an independent Competition and industry third-party entity on the review concentration (update) 363 of environmental, social and societal information published 7.3 Documents available to the public 363 in the management report included in 7.4 Party responsible for the Registration the registration document 94 Document 364 3.6 Statutory auditors’ reasonable 7.5 Statutory auditors 365 assurance report on selected social, environmental and governance information 96 APPENDIX A – LEXICON 367 Units of energy measurement 368 CORPORATE GOVERNANCE 99 Short forms and acronyms 369 Glossary 371 4.1 Report by the Chairman of the Board of Directors on corporate governance and internal control and risk management procedures 100 APPENDIX B – COMPARISON 4.2 General Meeting of May 3, 2016 – Composition of the Board of TABLES 375 Directors 122 Comparison table with Regulation 4.3 Statutory auditors’ report, prepared (EC) 809/2004 376 in accordance with article L. 225-235 Corporate, environmental and social of the French commercial code (Code information 379 de commerce), on the report Information relating to the management prepared by the chairman of the report 382 board of directors of ENGIE 123 Information relating to the Annual 4.4 General Management 124 Financial Report 384 WorldReginfo - 7c177e20-90ff-43ea-b1cd-43456532569f 2015 Registration Document including annual financial report This Registration Document was filed with the Autorité des Marchés Financiers on March 23, 2016, in accordance with the provisions of Article 212-13 of the General Regulations of the AMF. It may be used in support of a financial transaction if supplemented by an information memorandum approved by the Autorité des Marchés Financiers. This document has been prepared by the issuer, and its signatory is responsible for its content. ENGIE REGISTRATION DOCUMENT 2015 1 WorldReginfo - 7c177e20-90ff-43ea-b1cd-43456532569f Annual Financial Report and Management Report This Registration document includes (i) all the items of the Annual Financial Report mentioned in section I of Article L. 451-1-2 of the Monetary and Financial Code, and in Article 222-3 of the General Regulations of the Autorité des Marchés Financiers (AMF), the French Financial Markets Authority, (in Appendix B of this Registration document is a comparison table between the documents mentioned in these texts and the corresponding headings in this Registration Document), (ii) all the mandatory information included in the Management Report of the Board of Directors to the Annual Shareholders’ Meeting of May 3, 2016 as provided for in Articles L. 225-100 and L. 225-100-2 of the French Commercial Code (the items corresponding to this mandatory information are referenced in the comparison table in Appendix B of this Registration Document). Incorporation by reference In accordance with Article 28 of European Regulation No. 809/2004 of April 29, 2004, this Registration Document incorporates by reference the following information, to which the reader should refer: C in relation to the ENGIE fiscal year ended on December 31, 2014: the management report, consolidated financial statements prepared according to IFRS and the related Auditors’ reports appearing on pages 176 to 193 and 195 to 328 of the Registration Document filed with the AMF on March 23, 2015 under number D.15-0186; C in relation to the ENGIE fiscal year ended on December 31, 2013: the management report, consolidated financial statements prepared according to IFRS and the related Statutory Auditors’ reports appearing on pages 174 to 186, 191, 192 and 195 to 317 of the Registration Document filed with the AMF on March 20, 2014 under number D.14-0176. This information should be read in conjunction with the comparative information as of December 31, 2015. The information included in these Registration Documents, along with the information mentioned above, is replaced or updated, as necessary, by the information included in this Registration Document. These reference documents are available under the conditions described in Section 7.3 “Documents available to the public” in this Registration Document. Forward-looking information and market data This Registration Document contains forward-looking information including in Section 1.1.4 “Strategic priorities”, Section 1.1.6 “Competitive positioning”, Section 1.1.5 “Improving performance”, Section 1.3 “Description of business lines” and Section 6.1.1.7 “Outlook”. This information is not historical data and therefore should not be construed as a guarantee that the events and data mentioned will occur or that the objectives will be achieved, since these are by nature subject to unpredictable events and external factors, such as those described in Section 2 “Risk factors”. Unless otherwise stated, the market data appearing in this Registration Document comes from internal estimates by ENGIE based on publicly available data. Note In this Registration Document, the terms “ENGIE”, the “Company”, the “Issuer”, and the “Enterprise”, refer to ENGIE, formerly known as GDF SUEZ until July 29, 2015. The term “Group” refers to ENGIE and its subsidiaries. A list of units of measurement, short forms and acronyms and a glossary of the frequently used technical terms are featured in Appendix A of this Registration Document. Copies of this Registration Document are available at no cost from ENGIE, 1, place Samuel de Champlain, 92400 Courbevoie (France), on the Company website (engie.com), as well as on the website of the Autorité des Marchés Financiers (amf-france.org). 2 ENGIE REGISTRATION DOCUMENT 2015 WorldReginfo - 7c177e20-90ff-43ea-b1cd-43456532569f 1 Presentation of the Group 1.1 Profile, organization 1.3 Description of business and strategy of the Group 4 lines in 2015 13 1.1.1.General presentation 4 1.3.1Energy Europe business line 13 1.1.2History and evolution of the Company 4 1.3.2Energy International business line 22 1.1.3.Organization 5 1.3.3Global Gas & LNG business line 29 1.1.4Strategic Priorities 6 1.3.4Infrastructures business line 36 1.1.5Improving performance 7 1.3.5Energy Services business line 42 1.1.6Competitive positioning 8 1.3.6Solairedirect 45 1.2 Key figures 9 1.4 Real estate, plant and 1.2.1Group financial data 9 equipment 46 1.2.2Operational indicators 10 1.2.3Non-financial indicators 12 1.5 Innovation, research and technologies policy 48 1.5.1Innovation 48 1.5.2Research and Technologies 49 ENGIE REGISTRATION DOCUMENT 2015 3 WorldReginfo - 7c177e20-90ff-43ea-b1cd-43456532569f Presentation of the Group 1.1 Profile, organization and strategy of the Group 1.1 Profile, organization and strategy of the Group 1.1.1. General presentation The ENGIE Group is one of the world’s leading industrial companies and Against this backdrop, the Group was nevertheless able to rely on its a benchmark in the fields of gas, electricity and energy services. strong positions in regulated infrastructure, business services, and the fast-growing renewable generation segment. The development of these It is active throughout the entire energy value chain, in electricity and same activities, accompanied by a bold asset rotation plan, will enable natural gas, upstream to downstream in: the Group to transform itself into a leader of the energy revolution over C purchasing, production and marketing of natural gas and electricity; the next three years. C transmission, storage, distribution, management and development of Listed in Paris and Brussels, ENGIE is represented in the major stock major natural gas infrastructures; indices (see Section 5.1.1.1 “Share capital and voting rights”). C energy services. The Group’s fundamental values are drive, commitment, daring and This model was heavily impacted in 2015 by the energy revolution which cohesion. was marked by the sustained collapse of prices for natural gas, oil and On February 25, 2016, the Group presented its new strategic vision electricity in numerous markets worldwide, in a context of production following the meeting of the Board of Directors held the day before. overcapacity. 1.1.2 History and evolution of the Company The Company is the result of the merger-absorption of SUEZ by Gaz de On February 3, 2011, the Company completed a merger with France, following the decisions of the Combined Shareholders’ Meetings International Power. In 2012, it confirmed its strategy as a global energy of Gaz de France and SUEZ of July 16, 2008. The merger took effect on player, finalizing the purchase of shares held by the minority July 22, 2008.