Link Multiple

Key features

Advantages

• Benefits associated with purchase
  For each share bought with your personal contribution, you are entitled to:
  • a discount of 20% on the reference price;
  • dividends. After holding the shares for two years, you may be entitled to a bonus dividend of 10%; and
  • the voting rights associated with the shares.
• Benefits associated with Stock Appreciation Rights (SARs)
  You are allocated a SAR for every share you purchase under the Link Multiple plan. A SAR is a commitment by your employer to guarantee¹ your personal contribution in euros² and to ensure that you benefit from a return, both at maturity and in the event of early release, which will equate to the higher of the following amounts:
• Guaranteed minimum return of 3% per year capitalised on your personal contribution in euros.
  Whatever the fluctuations in the ENGIE share price, you are guaranteed to receive a minimum capitalised return of 3% per year on your personal contribution in euros, and
• 20 times the protected average increase of the ENGIE share price over the lock-in period, if the fluctuations in the ENGIE share price compared to the reference price are favourable³. The multiple will be paid instead of the minimum return of 3% per year if it turns out to be higher.

The amount that you will be entitled to in terms of SAR will be paid by your employer in your country’s currency at the exchange rate applicable at the time of payment, after deducting any applicable tax and social security withholdings.

How does it work?

• At the start of the transaction, you will be granted a certain number of ENGIE shares, which is determined by the amount of your personal contribution converted into euros and the share subscription price (reference price – 20 %)⁴. For each share purchased under the Link Multiple plan, your employer will give you a Stock Appreciation Right (SAR).
• As of the date of completion of the transaction (scheduled for 7 November 2024), the ENGIE share price will be recorded once a month on the 25th calendar day of the relevant month (and if this day is not a trading day or a business day in France, on the first trading day following this date) until the end of the five-year lock-in period, i.e., 60 readings. These 60 recorded share prices are used to determine an average ENGIE share price over the five-year period.
• If some of these 60 readings are below the reference price, these readings will not be taken into account and will be replaced by the reference price for calculation of the average. This average is therefore considered to be “protected.”
• This average will then be compared to the reference price to obtain the protected average increase amount over the period.
• At the end of the 5-year lock-in period or in the event of early release, you will automatically receive, in respect of your SAR:
  (i) the greater of the following two amounts:
  - 20 x protected average increase x number of shares acquired through Link Multiple, or
  - the guaranteed minimum return of 3% per year capitalised on your personal contribution in euros; plus (where applicable)
  (ii) the difference between your personal contribution in euros and the market value of your ENGIE shares at the time of your exit if this amount is lower.
  
  

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How does Link Multiple work?

Your investment is locked in for five years, i.e. until 6 November 2029, except in the event of early release.
The value of your investment will also depend on the fluctuation in the exchange rates between the currency in your country and the euro and may go up or down.

What happens to my investment at the end of the lock-in period?

By investing in Link Multiple, you will hold ENGIE shares and SAR, which are locked in for a 5-year period (except in the event of early release - see the “Supplement Regulations” for your country).
At the end of the investment period or upon early release, you will receive the amount owed to you in respect of your SAR and your shares. You will have the choice to:

• keep your shares in your registered shareholder account, or
• sell all or part of them.

Please note:    

With SAR, the amount that may be owed to you (under the guarantee on your personal contribution) is calculated based on the share price upon maturity or at the time of early release, as stipulated in the Terms and Conditions of SAR.
However, this guarantee applies to the value of your investment in euros. Once converted into the currency in which you invest in Link 2024, you may not recover 100% of your personal contribution in your local currency.
In addition, the amount owed to you in respect of your SAR will be paid to you net of any applicable tax and social security withholdings.
If you retain your shares beyond their maturity date or early release, your investment will no longer be protected. Depending on the sale price for your shares, there is a risk that you may record a capital loss.

¹ Except in certain exceptional cases, as described in the Terms and Conditions of SAR.
² If ENGIE’s share price, at maturity or following early release, is lower than the subscription price paid at the time of your participation in Link 2024, each SAR entitles you to receive an amount equal to this difference (before tax and social charges).
³ N.B.: in the event of a bonus dividend generated by the shares subscribed under Link 2024, your SAR return at the end of the investment will be increased by an amount corresponding to the bonus portion of the dividend (equating to 9 shares per share subscribed) capitalised up until that date at the €STR rate (euro zone 1-day reference interest rate).
⁴Your personal contribution will be rounded down to the amount corresponding to the nearest whole number of shares.