Employee shareholding offer. Reservation period: April 30, 2018 to May 22, Join the LinkOfficial Community on Yammer

Transcription

1 Employee shareholding offer Reservation period: April 30, 2018 to May 22, 2018 For full details, visit Join the LinkOfficial Community on Yammer

2 highlights Link enables you to acquire ENGIE shares under preferential conditions. Two investment plans are available this year. This means that you can take part in Link by choosing the plan or plans that best suit your expectations, your budget and your acceptance of risk. Key features of the two plans! Link Multiple Link Classic Protection of your personal contribution in euros 1 with Stock Appreciation Rights (SAR) Personal contribution in euros Risk of losing your capital Guaranteed minimum return for your personal contribution in euros Multiplier 2% p.a Free shares 200% up to % from 150 to 300 Maximum of 450 Price per share Reference Price - 20% Reference Price - 20% Entitlement to discount Gain calculated based on the price per share Gain calculated based on the price per share Entitlement to dividends Lock-in period 5 years 5 years 1 The SARs make it possible to guarantee your personal contribution in euros. After being converted into your currency for Link 2018, they may not allow you to recover 100% of your personal contribution in your local currency. 02

3 highlights Two investment plans are available to you: Link Multiple and Link Classic What is the price per share? The price is not known when you make your reservation. You invest an amount in the currency of the country where the offer is open to you. The price per share and the exchange rate used to convert your investment into euros will be set and announced to you on June 21, After this date, you will be able to cancel your entire reservation for each investment plan during the dedicated cancellation period. The price per share is equal to the reference price less a 20% discount. The reference price is equal to the average amount of each of the volume-weighted average prices for ENGIE s share based on the volumes traded on the Euronext Paris market on the 20 trading days from May 24, 2018 to June 20, Five-year lock-in period Your investment is locked in for 5 years, i.e. until August 2, 2023 (except in the early redemption cases refer to your Local Supplement ). To find out more about the early redemption cases applicable in your country, please refer to the International Group Savings Plan (PEGI) Regulations and your Local Supplement, available on Please note: As ENGIE s share is listed in euros on the Paris stock market, the value of your investment will vary during your investment period depending on fluctuations in the exchange rate between the euro and your currency. If the euro appreciates against your currency, the value of the shares expressed in your currency will increase. On the other hand, if the euro depreciates against your currency, the value of the shares expressed in your currency will decrease. 03

4 multiple Protection for your personal contribution in euros Guaranteed minimum return of 2% Link Multiple offers you a range of benefits: Benefits linked to acquiring shares For each share acquired with your personal contribution, you benefit from: a 20% discount on the share price, any dividends awarded, and the voting rights associated with the share. Benefits of Stock Appreciation Rights (SAR) A Stock Appreciation Right (SAR) represents a commitment by your employer to pay you an amount making it possible to guarantee your personal contribution and benefit from the performance achieved, both at maturity and following early redemption cases. You are awarded a SAR for each share acquired through Link Multiple. It enables you to benefit from protection for your personal contribution in euros 2 and, if necessary, a potential gain corresponding to the higher of the following two amounts: A guaranteed capitalized return of 2% per year on your personal contribution in euros 3. Whatever the change in ENGIE s share price, you are guaranteed a capitalized return of 2% per year on your personal contribution, and 14.4 times the protected average increase in ENGIE s share over the lock-in period, if the change in ENGIE s share price is more favorable compared with the reference price. You will receive this gain instead of the 2% per annum capitalized return if it is higher. The amount payable to you with the SARs will be paid by your employer in your country s currency based on the exchange rate applicable at the time of the payment. 2 If ENGIE s share price at maturity or following early redemption is lower than the price per share paid at the time of your participation in Link 2018, each SAR entitles you to receive an amount equal to this difference (before tax and social security charges): this means that you recover 100% of your personal contribution in euros with Link Multiple. 3 Apart from certain exceptional cases as described in the SAR Terms and Conditions. 04

5 multiple Your investment is locked in for five years, i.e. until August 2, 2023 except in the early redemption cases What are the key considerations with Link Multiple? Your investment is locked in for 5 years, i.e. until August 2, 2023, except for the early redemption cases. The value of your investment will also depend on fluctuations in the exchange rates for the currencies concerned and may rise or fall. How does this work? At the start of the operation, for each share acquired with Link Multiple, you receive a Stock Appreciation Right (SAR) from your employer. From the operation date (August 2, 2018), ENGIE s share price will be recorded once a month through to the end of the five-year lock-in period, with 60 prices recorded in total. These 60 observed prices will make it possible to determine an average price for ENGIE s share over the five-year period. If some of these 60 observed prices are lower than the reference price, then these prices will not be taken into account and will be replaced with the reference price to calculate the average. This average is therefore considered to be protected. This average will then be compared with the reference price to obtain the protected average increase over the period. At the end of the five-year lock-in period or following an early redemption case, with the SARs you will automatically receive payment for: (i) The higher of the following two amounts: The protected average increase x 14.4 x the number of shares acquired through Link Multiple or The guaranteed capitalized return of 2% per year on your personal contribution in euros; and (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 is lower. A simulator is available on 05

6 multiple How are the protected average increase and gains calculated? For the SARs: Protected average increase = average price observed reference price At the end of the period, there are several possible scenarios, including the following two: Scenario 1 If the observed share prices are less than the reference price for the entire duration of the operation Scenario 2 If some or all of the observed share prices are higher than the reference price for the entire duration of the lock-in period Average recording = Reference Price OR Protected average increase ENGIE share price Monthly recordings Average recording Reference Price ENGIE share price Monthly recordings Average recording Reference Price The protected average increase is zero: Your gain = 2% capitalized per year on your personal contribution in euros The protected average increase is positive: Your gain = the higher of the following: 14.4 x protected average increase x number of shares acquired through Link Multiple and 2% capitalized per year on your personal contribution in euros with Link Multiple For the shares acquired: The potential gain in euros corresponds to the sales price for your shares valued as follows: ENGIE share price - amount of your personal contribution. What happens to your investment at the end of the lock-in period? You invest in ENGIE shares and receive SARs, which will be locked in for 5 years (except in the early redemption cases refer to your Local Supplement ). At the end of the period, or following an early redemption case, you will receive the amount payable to you with the SARs, and with regard to the shares, you will be able to choose between: keeping your shares in your registered account, and selling some or all of your shares. Please note: With the SARs, the potential amount payable for the guarantee on your personal contribution is calculated based on the share price at the end of the period or your early redemption, in accordance with the SAR Terms and Conditions. However, the guarantee relates to the value of your investment in euros. After being converted into your currency for Link 2018, it may not allow you to recover 100% of your personal contribution in your local currency. If you keep your shares following the end of the period covered by the SAR payment, you will no longer be entitled to the guarantee. Depending on the sales price for your shares, there is a risk that you may record a capital loss. 06

7 classic 20% discount Free shares up to 450 Link Classic offers you a range of benefits: 20% discount The 20% discount on the reference price enables you to increase your gains or reduce your potential losses depending on how the share price performs. Free shares depending on your investment up to 450 The Group awards you free shares depending on the amount of your investment with Link Classic, in line with the Link 2018 Free Share Plan Regulations, based on the following rules: Your personal contribution representing a percentage of your personal contribution If you pay in 300, you are entitled to the maximum number of free shares. Free shares up to a maximum of Up to 150 inclusive 200% 300 Over 150 to 300 inclusive 100% 150 Representing free shares with a maximum value of 450 The total number of free shares for each of the 2 sections is determined based on the price per share paid at the time of your participation in Link 2018 and rounded down to the nearest whole number. The free shares will be delivered to you at the end of 5 years 4 provided that you have not resigned from your position with the Group before May 2, Early delivery is possible in the event of death or disability in accordance with the Link 2018 Free Share Plan Regulations, available online at A simulator is available on 07

8 classic Your investment is locked in for 5 years, i.e. until August 2, 2023 except in the early redemption cases Thanks to your investments, you benefit from: Potential dividends Any dividends and income associated with each share will be paid to you directly. Share voting rights A potential gain The potential gain 5 corresponds to: sales price for your shares (including free shares delivered after 5 years) valued based on ENGIE s share price amount of your personal contribution 6. What are the key considerations with Link Classic? Your investment tracks the share price, both up and down, and therefore includes a risk of you losing your capital. Depending on the share price when you sell your shares, their value could be less than your personal contribution. Your investment is locked in for 5 years, i.e. until August 2, 2023, except in the early redemption cases. The value of your investment will also depend on fluctuations in the exchange rates for the currencies concerned and may rise or fall. What happens to your investment at the end of the lock-in period? You will own ENGIE shares, locked in for 5 years (except in the early redemption cases refer to your Local Supplement ), after which you may choose between: keeping your shares in your registered account, and selling some or all of your shares. The free shares will be delivered to you at the end of 5 years 7 provided that you have not resigned from your position with the Group before May 2, You will be free to sell some or all of the shares from August 2, Before tax and social security charges. 6 Plus, where applicable, additional amounts resulting from the taxation of shares. 7 Early delivery is possible in the event of death or disability in accordance with the Link 2018 Free Share Plan Regulations, available online at 08

9 conditions Who can take part? All employees who have an employment contract at June 25, 2018 with a company included in the scope for the Link 2018 offer and covered by the ENGIE International Group Savings Plan and who have at least three months seniority (not necessarily consecutive) between January 1, 2017 and June 25, What payment options are available? To find out what payment options are available for the Link 2018 operation, please contact your local Link manager. Your country s specific tax framework Depending on your country of residence, you may be subject to tax or social security charges at different times for your investment in Link 2018 (acquisition, dividend payments, etc.). To find out more, please refer to your country s Local Supplement, available online at What amount can you invest? You are free to choose the amount that you want to invest in Link, subject to the following limits: Minimum: > Your personal contribution must be at least equal to the price of one share with Link Multiple or Link Classic. Maximum: > The total amount you pay into Link 2018 must not exceed 25% of your gross annual remuneration for 2018 (including premiums, bonuses, etc.). Specific rules apply for calculating the maximum limit of one quarter of remuneration for investments in the Link Multiple plan. 09

10 conditions The total amount you pay into Link 2018 must not exceed 25% of your gross annual remuneration for 2018 What happens in the event of overinvestment? If the total number of shares requested exceeds the number of shares offered with Link 2018, requests will be reduced in line with the approach from the legal conditions for participation in Link This reduction may therefore lead to a slight change in the initial allocation requested. How can you take part? It takes just a few clicks: 1) Connect to the site. 2) Click on the Participate in Link button. 3) Sign in with the username and password sent out to you by or post. 4) Review the legal conditions for participation in Link ) Complete the sections on the reservation screen and remember to confirm your reservation. 6) Download your subscription confirmation. Further information For any questions, contact the CACEIS Hotline on , from 9am to 6pm (CET) Monday to Friday during: The reservation period from April 30, 2018 to May 22, 2018 inclusive; The cancellation period from June 22, 2018 to June 25, 2018 inclusive. Note: : the reserved amount will be in euros. The definitive exchange rate will be set following your reservation and will be announced to you on June 21, 2018, at the same time as the acquisition price per share. To help you with your reservation, a provisional exchange rate will be provided as a guide so you can estimate the amount of your investment in your local currency. A simulator is available on 10

11 timeline Reservation period: April 30, 2018 to May 22, 2018 inclusive You will be able to make a reservation based on an unknown share price online at or by completing a paper form. ENGIE share price set: June 21, 2018 The price per share and the exchange rate for converting your investment into euros will be announced on Cancellation period: June 22 to 25, 2018 inclusive You may cancel up to 100% of your reservation for one or more investment plans online or by completing the cancellation form available on Partial cancellations within the same investment plan are not permitted. At the end of this period, if a cancellation request has not been received, your reservation will be considered to be final and binding. Please note: During this period, if you have not made a reservation, you can take part in Link Classic and Link Multiple up to the overall limit representing 2.5% of your gross annual remuneration for Operation carried out: August 2, 2018 In the weeks following the operation, you will receive confirmation of your participation, with the number of shares acquired through your investments. 11

12 Consult and download all your Link 2018 information: Brochure Legal conditions for participation in Link 2018 (on the back of the reservation form) SAR terms and conditions Link 2018 Free Share Plan Regulations Local supplement (including early redemption cases and tax treatment) BRO_HZE_US_AD_18 ENGIE 1, pl. Samuel de Champlain, Faubourg de l Arche Paris La Défense Cedex, France engie.com