Gaz de France A société anonyme with a share capital of €983,871,988 Registered Offices: 23 rue Philibert Delorme – 75017 Paris Paris Companies Register 542 107 651 This document is an informal English translation of the document de référence registered with the French Autorité des marchés financiers under No. R. 08-056 on May 15, 2008. In case of any discrepancy between this document and the document de référence, the document de référence will govern. This document is not an offer to sell or the solicitation of an offer to purchase shares of Gaz de France, and it is not to be used for any offer or sale or any such solicitation anywhere in the world. Shares of Gaz de France may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Gaz de France does not intend to register any portion of any offering in the United States or to conduct a public offering of shares in the United States. This document de référence (registration document) was filed with the French Financial Markets Authority (Autorité des marchés financiers) on May 15, 2008, under number R. 08-056, pursuant to Articles 212-13 of its general regulations. It may be used in connection with a financial transaction if accompanied by a transaction document approved by l'Autorité des marchés financiers. This registration document has been prepared by the issuer and is binding on the signatories. This registration, completed after a review of the relevance and consistency of the information provided on the company's financial situation, does not imply certification of the accounting and financial data presented. Pursuant to Article 28 of EC regulation 809/2004 dated April 29, 2004, the following information is included in this registration document (registration document): • consolidated financial statements of the Group, prepared in accordance with IFRS accounting principles and the related Auditors' reports for the year ended December 31, 2006, found on pages 182 through 294 of the Company's registration document for 2006, registered on April 27, 2007 with l'Autorité des marchés financiers, under R.07-046; • consolidated financial statements of the Group, prepared in accordance with IFRS accounting principles and the related Auditors' reports for the year ended December 31, 2005, found on pages 182 through 301 of the Company's registration document, registered on May 5, 2006 with l'Autorité des marchés financiers, under R.06-050; Copies of this registration document are available free of charge from Gaz de France, located at 23 rue Philibert Delorme – 75017 Paris, and on the Company's website (http://www.gazdefrance.com), as well as on that of l’Autorité des marchés financiers (http://www.amf-france.org). Gaz de France - Reference Document Table of contents PERSON RESPONSIBLE P.1 LIQUIDITY AND CAPITAL RESOURCES P.125 1 1.1 Person responsible for the registration 10 10.1 Shareholders’ equity of the issuer p.125 document p.1 10.2 Description, source and amount of cash 1.2 Attestation of the person responsible for the flows p.125 registration document p.1 10.3 Borrowing terms and financing structure p.127 10.4 Restriction on the use of capital p.128 PERSONS RESPONSIBLE FOR 10.5 Sources of financing expected to honor their commitments p.129 2 AUDITING THE FINANCIAL STATEMENTS P.3 2.1 Statutory auditors p.3 RESEARCH AND DEVELOPMENT, 2.2 Resignation or departure of statutory auditors p.3 11 INTELLECTUAL PROPERTY P.131 11.1 Research and Development p.131 11.2 Intellectual property p.133 SELECTED FINANCIAL INFORMATION P.5 3 3.1 Activity p.5 3.2 Operating performance p.6 TRENDS LIKELY TO INFLUENCE 3.3 Financial structure p.8 12 COMPANY PROSPECTS P.135 12.1 Financial objectives p.135 RISK FACTORS P.11 12.2 Recent events p.135 4 4.1 Primary risks p.11 12.3 Outlook p.135 4.2 Risk management p.17 PROFIT FORECASTS OR ESTIMATES P.137 INFORMATION RELATING TO THE 13 5 ISSUER P.23 5.1 History and development of the Company p.23 ADMINISTRATIVE, EXECUTIVE AND 5.2 Investments p.24 14 SUPERVISORY BODIES AND MANAGEMENT P.139 AN OUTLINE OF ACTIVITIES P.27 14.1 Composition of administrative and executive 6 6.1 Main activities p.27 bodies p.139 6.2 Principal markets p.98 14.2 Conflicts of interest in the administrative and 6.3 Important events p.98 management bodies p.150 6.4 Degree of dependence p.98 6.5 Factors related to its competitive position p.99 COMPENSATION AND BENEFITS P.151 15 15.1 Interest and compensation for the members ORGANIZATIONAL CHART P.103 of the Board of Directors, the Chairman and Chief 7 Executive Officer, and the Chief Operating Officers p.151 15.2 Total amount set aside for the payment of pensions, retirement benefits and other benefits p.152 REAL ESTATE PROPERTY, PLANTS, 8 AND EQUIPMENT P.107 8.1 Real Estate Property (France) p.107 OPERATION OF THE ADMINISTRATIVE 8.2 Environmental issues related to the 16 AND MANAGEMENT BODIES P.153 Company’s real estate holdings p.107 16.1 Terms of members of the administrative bodies p.153 16.2 Information concerning the service contracts DISCUSSION AND ANALYSIS OF between the members of the Board of Directors 9 FINANCIAL CONDITION AND RESULTS P.109 and Senior Management and the Company or its 9.1 Principal factors impacting business activities affiliates p.153 and Group performance p.113 16.3 Operation of the Board of Directors p.153 9.2 Analysis of changes in the Group’s operating 16.4 Director’s Charter p.155 activities p.116 16.5 Committees of the Board of Directors p.156 9.3 Analysis of the Group’s operational 16.6 Limitations on the powers of Management p.159 performance p.120 16.7 Internal control p.160 16.8 Declaration concerning corporate governance p.160 Gaz de France - Reference Document - i EMPLOYEES P.161 THIRD PARTY INFORMATION, EXPERT 17 17.1 Organization of the Group’s Human 23 STATEMENTS AND DECLARATIONS OF Resources p.161 INTEREST P.311 17.2 Human Resources – Employees p.166 23.1 Statements or reports p.311 17.3 French and foreign subsidiaries p.168 23.2 Third party information p.311 17.4 Group employees in the Company p.170 17.5 Equity interests and stock options of the Directors and Chief Operating Officers p.173 DOCUMENTS AVAILABLE TO THE 24 PUBLIC P.313 MAJOR SHAREHOLDERS P.175 18 18.1 Major shareholders p.175 INFORMATION ON HOLDINGS P.315 18.2 Voting rights p.175 25 18.3 Statement concerning majority shareholder control of the Company p.175 APPENDIX A P.317 18.4 Agreement concerning control of the A Table of units of measure of gas and other energy Company p.175 products RELATED PARTY TRANSACTIONS P.177 APPENDIX B P.319 19 19.1 Relations with the French State p.177 B Glossary 19.2 Relations with the EDF group p.177 19.3 Relations with Group companies p.178 APPENDIX C P.323 C Report of the Chairman of the Board of Directors FINANCIAL INFORMATION on the preparation and organization conditions of 20 CONCERNING ISSUER’S ASSETS, the Board of Directors’ activities and internal FINANCIAL CONDITION, AND RESULTS control procedures (fiscal year 2007) OF OPERATIONS P.183 20.1 Historical financial information p.184 APPENDIX D P.333 20.2 Dividend policy p.290 D Report of the auditors prepared in accordance 20.3 Arbitrage and legal proceedings p.290 with Article L. 225-235 of the Commercial Code, 20.4 Absence of significant change in the on the report prepared by the Chairman of the commercial or financial situation p.291 Board of Gaz de France on the internal control procedures relating to the preparation and ADDITIONAL INFORMATION P.293 treatment of the accounting and financial 21 21.1 General information concerning the share information capital of the Company p.293 21.2 Incorporating documents and by laws p.303 APPENDIX E P.335 E Fees paid by the Company to the independent SIGNIFICANT CONTRACTS P.307 statutory auditors 22 22.1 Contracts concluded in 2007 p.307 22.2 Contracts concluded in 2006 p.308 APPENDIX F P.337 F Annual information document ii - Reference Document - Gaz de France Note For the purposes of this registration document, “Gaz de France”, “the Company” and “the Issuer” all refer to the company Gaz de France, as identified in section 5.1, – “History and development of the Company”. The term “Group” means Gaz de France and its subsidiaries, for which a simplified organizational chart appears in Chapter 7 – “Organizational Chart.”. A table of units of measurement natural gas and other energy products, as well as a glossary of commonly used technical terms, can be found under Appendix A and Appendix B of this registration document. Gaz de France - Reference Document 1 PERSON RESPONSIBLE 1.1 PERSON RESPONSIBLE FOR THE REGISTRATION P.1 1.2 ATTESTATION OF THE PERSON RESPONSIBLE FOR THE DOCUMENT REGISTRATION DOCUMENT P.1 1.1 Person responsible for the registration document Mr. Jean-François Cirelli, Chairman and Chief Executive Officer. 1.2 Attestation of the person responsible for the registration document I hereby certify, after having taken all reasonable measures to principles. They can be found, respectively, in sections 20.1.1.2 of this effect, that the information contained in this registration the Company's registration document for 2006, registered on document is, to my knowledge, in accordance with the facts, and April 27, 2007 with l'Autorité des marchés financiers under that nothing has been omitted that would alter its content.