FOR INFORMATION PURPOSES ONLY This Document Is A

UNOFFICIAL TRANSLATION — FOR INFORMATION PURPOSES ONLY le 16/06/2008 à 10:45 This document is a free translation of the French language prospectus that received from the Autorité des marchés financiers (the “AMF”) visa number 08-126 on June 13, 2008 (the “French Prospectus”). It has not been approved by the AMF. This translation has been prepared solely for the information and convenience of shareholders of Gaz de France and Suez. No assurances are given as to the accuracy or completeness of this translation, and Gaz de France and Suez assume no responsibility with respect to this translation or any misstatement or omission that may be contained therein. In the event of any ambi- guity or discrepancy between this translation and the French Prospectus, the French Prospectus shall prevail.

PROSPECTUS PREPARED FOR THE ISSUE AND ADMISSION FOR TRADING OF GDF SUEZ SHARES RESULTING FROM THE MERGER OF SUEZ WITH AND INTO GAZ DE FRANCE

TO BE ATTACHED TO THE REPORTS BY THE BOARDS OF GAZ DE FRANCE AND SUEZ

PRESENTED TO THEIR GENERAL SHAREHOLDERS MEETINGS HELD ON JULY 16, 2008

Visa from the French Autorité des marchés financiers In application of Articles L.412-1 and L.621-8 of the Monetary and Financial Code, as well as Articles 211-1 to 216-1 of its General Regulations, the French Autorité des marchés financiers granted this prospectus Visa No. 08-126 on June 13, 2008. This Prospectus (Document de Référence) was prepared by Suez and Gaz de France and its signatories are liable for its contents. This visa was granted pursuant to the provisions of Arti- cle L.621-8-1-I of the Monetary and Financial Code, after the Autorité des marchés financiers had verified that the document was complete and comprehensible, and that the information contained herein was consistent. This does not imply any approval of the advisability of the transaction, or authentication of the accounting and financial information presented herein. It certifies that the information in this prospectus complies with the regulatory requirements necessary for subsequent listing for trading on the Euronext Paris Stock Exchange of the new shares of Gaz de France that will be issued in consideration of the merger, subject to the approval of the Annual General Meetings.

The publication notice relating to the Suez and Gaz de France merger agreement, as well as the notices of the shareholders meetings of Suez and Gaz de France called to approve the merger, were published in the Official Gazette for Mandatory Legal Notices, Bulletin des annonces légales obligatoires (BALO) on June 11, 2008 (Bulletin No. 0808234). This prospectus consists of: • the Suez registration document (Document de Référence) filed with the Autorité des marchés financiers on March 18, 2008, under number D.08-0122 (the “Suez Reference Document”), together with the updated version filed on June 13, 2008, as number D.08-0122-A01; • the Gaz de France registration document (Document de Référence) filed with the Autorité des marchés financiers on May 15, 2008, under number R.08-056 (the “Gaz de France Reference Document”); and • this document. This document is available to shareholders free of charge: • from Gaz de France. A copy of this document may be obtained from the company’s head offices, or on the Company’s website (www.gazdefrance.com); • from Suez. A copy of this document may be obtained from the company’s head offices, or on the Company’s website (www.suez.com); • and on the Autorité des marchés financiers’ website (www.amf-france.org). WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 PROSPECTUS SUMMARY Visa No. 08-126 dated June 13, 2008

This summary should be read as an introduction to the prospectus. Any decision to invest in the financial instruments which are part of this transaction should be based on a thorough examination of the prospectus. If a legal action relating to the information contained in the prospectus is brought before a court, the investor filing suit may be liable for the costs of translating the prospectus before the start of legal proceedings, depending on the national laws of the Member States of the European Community or parties to the European Economic Area Agreement. The persons presenting the summary, including a translation if applicable, and requesting its notification pursuant to Article 212-41 of the AMF General Regulation, will incur civil liability only if the contents of the summary are found to be misleading, inaccurate or in contradiction with other parts of the prospectus.

SUMMARY OF THE MAIN FEATURES OF THE MERGER-TAKEOVER OF SUEZ BY GAZ DE FRANCE

Goals

The planned transaction is taking place in a climate of far-reaching, accelerated change in the energy sector in Europe. The merger of these two companies will create a world leader in energy with a strong presence in France and Belgium, which will be named GDF Suez. This major industrial transaction is based on a coherent, common industrial and corporate plan.

The new group will have the advantage of strong positions in its domestic markets in France and the Benelux, and will have the financial and human resources required to accelerate its growth in domestic as well as international markets.

The operational synergies resulting from the merger of Suez and Gaz de France are estimated at A970 million annually (before taxes) by 2013, including A390 million annually (before taxes) in synergies that can be achieved by 2010, and A350 million in revenue synergies that will require implementing development investments estimated at approximately A2 billion.

The group’s aim of an EBITDA of approximately A17 billion in 2010 will be achieved by implementing the strategy described above which presupposes an essentially organic industrial investment program averaging A10 billion annually over the 2008-2010 period. (The goals previously announced for GDF Suez for fiscal year 2008 are not reiterated here as the effective date of the merger does not occur until the beginning of the second half of 2008.)

Pre-merger Transactions

The merger will be preceded by the distribution by Suez to its shareholders of 65% of its Environment division through the following transactions:

• Asset contribution by Suez of shares of Suez Environnement, a company that consolidates the activity of the Environment division of Suez (after completion of the simplified merger-takeover by Suez of the intermediary holding company Rivolam whose principal assets are shares in Suez Environnement and the performance of internal reclassifications, the “Rivolam Merger”) into an ad hoc company called Suez Environnement Company (“Suez Environnement Company”);

• followed by the distribution by Suez of 65% of Suez Environnement Company shares to its shareholders (other than itself).

(“The Spin-off Distribution”)

After the merger, Suez Environnement Company’s shares will be listed for trading on Euronext Paris and on Euronext Brussels.

When these transactions are completed, the new group resulting from the merger will have a stable share of 35% in Suez Environnement Company and will enter into an agreement with some of Suez’s current principal shareholders, which is expected to consolidate in the region of 47% of the company’s capital and is aimed at ensuring in particular its control by GDF Suez. The equity interest held in Suez Environnement Company will be fully consolidated. This equity interest will enable the Environment division to pursue its dynamic development strategy.

2 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Terms and Conditions for the Exchange

The merger exchange ratio proposed to Suez and Gaz de France shareholders is set at 21 Gaz de France shares for 22 Suez shares.

Shares to be issued

In consideration for the merger, Gaz de France will issue 1,207,660,692 new shares, each with a par value of A1, which will entitle holders to any distributions that may be decided upon after their issue. They will be given to the shareholders of Suez (other than Suez and Gaz de France) in proportion to their holding in share capital. GDF Suez will be listed on Euronext Paris, Euronext Brussels and the Luxembourg Stock Exchange.

Gaz de France shareholders

April 30, 2008 After merger

Individual Suez Treasury shares investors State 1.0% 1.9% 4.3% 35.7% Institutional investors Others GBL 11.0% 50.8% 5.3% GDF Employees 2.0% Credit Agricole 0.7%

CDC Employees 1.7% State 2.8% Areva Sofina CNP Group 79.8% 1.2% 0.7% 1.1%

Golden Share of the French State

In application of the regulations relative to the privatization of Gaz de France, one ordinary share of the French State in the share capital of Gaz de France has been converted into a golden share to preserve the vital interests of France in the energy sector in order to ensure the continuity and security of energy supplies.

Merger Exchange Ratio Analysis

In the merger of exchange ratio valuation process, the structure of the transaction includes an analysis of the ratio of the values of shareholders’ equity per share for Gaz de France and Suez after Suez distributes to its shareholders (other than itself) 65% of the shares in Suez Environnement Company (“Adjusted Suez”).

The value per share of Adjusted Suez is calculated based on the value of the equity capital minus 65% of the value of the equity capital of the Environment division.

The analysis used to assess the exchange ratio adopts a multi-criteria approach based on methods used for similar transactions:

1. An analysis of stock market prices and daily volume-weighted share price averages for Gaz de France and Adjusted Suez as of August 28, 2007 (which was the last day of trading prior to rumors which had an impact upon the stock market prices) and as of May 16, 2008;

2. An analysis of price targets from analysts monitoring both Gaz de France and Adjusted Suez as of May 16, 2008;

3. The comparison of the valuations obtained for Gaz de France and Adjusted Suez calculated by the use of comparable companies’ trading multiples as of May 16, 2008:

4. The comparison of the valuations obtained for Gaz de France and Adjusted Suez calculated on the basis of the discounted cash flow method.

3 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The following table summarizes the exchange ratio ranges obtained using the various approaches listed above: Exchange ratio Range Share price At May 16, 2008 ...... Mostrecent share price 0.91x - 0.94x 1-month average 0.90x - 0.93x 3-month average 0.90x - 0.94x 6-month average 0.93x - 0.97x Since September 3, 2007 announcement 0.94x - 0.97x At August 28, 2007 ...... Mostrecent share price 0.92x - 0.96x 1-month average 0.92x - 0.96x 3-month average 0.93x - 0.97x 6-month average 0.94x - 0.97x Analysts’ target share prices at May 16, 2008 ...... 0.91x - 1.02x Multiples of comparable listed companies ...... 0.85x - 1.03x Discounted Cash Flow (DCF) ...... 0.86x - 1.05x

Conclusions of the Merger Auditors After due diligence, the merger auditors reached the following conclusions: • Asset Contribution “Following our audit, we are of the opinion that the merger exchange ratio of 21 Gaz de France shares for 22 Suez shares after the distribution by Suez of 65% of Suez Environnement Company shares to its shareholders (other than itself) is equitable.” • Asset Contribution Value “Following our audit, we are of the opinion that the contribution value of B29,187,602,056 after distribution by Suez of 65% of the Suez Environnement Company shares to its shareholders (other than itself) is not overvalued and, consequently, that contributed net assets are more or less equal to the amount of increase in capital of the acquiring company, increased by the share premium.”

Conclusion of the Independent Expert The independent expert, after detailing the work performed and its scope, and making a number of comments, concluded: “In the context of the current market and based on the work performed and the afore-mentioned information, we believe that the proposed Merger Exchange Ratio of 21 Gaz de France shares for 22 Suez shares combined with the distribution by Suez of 65% of the Suez Environnement Company shares to its shareholders (other than itself) is fair for the shareholders of Suez from a financial viewpoint.”

Conditions Precedent Upon fulfillment of the conditions precedent described in Section 2.2.1(b) of the prospectus, the merger will be legally finalized at 00:00 hours on the day of acceptance for trading of the Suez Environnement Company on Euronext Paris as specified in the Euronext Paris acceptance (the effective date of the merger), immediately after the Rivolam merger, followed by the Spin-off Distribution. The transfer of Gaz de France from the public to the private sector can take place only by order of the Ministry of Economy, Finance and Employment, along with the assent of the Commissions des Participations et des Transferts (“CPT”). The publication of the Ministry’s order constitutes a condition precedent for the merger. Gaz de France will inform the public of the CPT’s decision by means of a press release as soon as the Official Journal is published and will post it on its website.

Tax Treatment In letters dated June 3, 2008, the French tax authorities agreed in principle, contingent on the fulfillment of certain conditions, to grant the authorization and authorization follow-up decisions requested for the purpose of submitting

4 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 the Spin-off Distribution to the preferential treatment set out in Articles 210 B and 115-2 of the French General Tax Code, and allowing, in the context of the merger hereunder, the irrevocable application and benefit of this preferential tax treatment. In application of this treatment, the contribution of the Suez Environnement shares to Suez Environnement Company is neutral for Suez from a fiscal standpoint and the distribution of 65% of the Suez Environnement Company shares is also without tax consequences in France for Suez shareholders.

SUMMARY OF THE MAIN FEATURES OF THE ACQUIRING COMPANY General Information about Gaz de France Gaz de France is a French société anonyme (corporation) with a Board of Directors governed by the legislative and regulatory requirements applicable to commercial companies, subject to specific laws, and by its by-laws. In application of the law on the Energy Sector, the transfer of Gaz de France to the private sector was determined by Decree No. 2007-1784 of December 19, 2007 pursuant to the Privatization Law No. 93-923 of July 19, 1993. The merger-takeover of Suez by Gaz de France will transfer the majority of the share capital of Gaz de France to the private sector.

Information on Gaz de France’s business Gaz de France is a key player in the natural gas market and is the leading supplier of natural gas in France. The main information relative to the business and financial position of Gaz de France can be found in its registration document filed with the Autorité des marches financiers on May 15, 2008 under number R.08-056.

SUMMARY OF THE MAIN FEATURES OF THE ACQUIRED COMPANY General Information about Suez and its Share Capital Suez is a French société anonyme (corporation) with a Board of Directors governed by the legislative and regulatory provisions applicable to commercial companies and by its by-laws. As of April 30, 2008, the main shareholders of Suez (holding in excess of 3% of the capital or voting rights) were: Capital Voting rights Bruxelles Lambert Group ...... 9.4% 14.1% Employee shareholders ...... 3% 4.3% Caisse des Dépôts et Consignations Group ...... 2.9% 3.3% Areva...... 2.1% 3.7%

Information about Suez’s Business Suez is an international industrial group creating sustainable and innovative solutions for public utility services management in partnership with local authorities, companies and individuals. The main information relative to the businesses and financial position of Suez can be found in its registration document filed with the AMF on March 18, 2008 under number D. 08-0122.

SUMMARY OF THE MAIN RISK FACTORS Gaz de France and Suez operate their businesses in a climate of rapid change which generates many risks beyond their control. Other risks and uncertainties of which the new group is currently unaware or which it deems negligible may have a negative impact on its business. The risks and uncertainties associated with Gaz de France and Suez and their business activities are described in Chapter 4 of their respective Registration Documents. The risks and uncertainties associated with the transaction are described in Section 3.1 of the prospectus and are summarized below: • The combination of Gaz de France and Suez could prove to be difficult and costly, and not generate the synergies and benefits expected and induce the departure of officers or key employees, which could have a negative impact on the business or the financial position of the merged entity. • The value of Gaz de France shares could vary, even though the exchange ratio is fixed.

5 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Certain administrative or governmental authorities have imposed or could impose conditions that could have a negative impact on the entity resulting from the merger.

• Any delay in the completion of the merger could significantly reduce the anticipated benefits of the merger.

• Uncertainties related to the merger could have a significant negative effect on the relations of Suez and Gaz de France with some of their customers or strategic partners.

• Following the merger, the ratings agencies could downgrade the rating on the entity resulting from the merger as compared to the current rating of Gaz de France.

• The merger could trigger the launch of public offers, enforcement of exclusivity, non-competition and change of control clauses, or the application of legal or regulatory provisions relative to the authorizations, licenses or rights granted to Suez, Gaz de France, which could have negative consequences.

• New rules relative to the conduct of Gaz de France and Suez’s business activities may be adopted.

• The French State will be the largest shareholder in the company resulting from the merger and has a golden share in the share capital of Gaz de France, which gives it the right to oppose certain decisions.

• Gaz de France is currently in talks with Total and the Iranian gas authorities regarding the participation of Gaz de France in the South Pars gas field project. As Iran is currently subject to sanctions by the United States, the activities of Gaz de France in Iran could be sanctioned under American law.

UNAUDITED SELECTED PRO FORMA FINANCIAL INFORMATION

The pro forma financial information reflects the combination of Gaz de France and Suez using the purchase method of accounting. The pro forma balance sheet as of December 31, 2007 is presented as if the merger between Gaz de France and Suez had occurred on December 31, 2007. The pro forma statement of income for the financial year ended December 31, 2007 is presented as if the merger had occurred on January 1, 2007.

The combined pro forma financial information derived from Section 4.1 of this prospectus is provided solely for illustrative purposes and, therefore, is not necessarily indicative of the result of operations or financial position of the combined Group that might have been achieved if the merger had occurred as of January 1, 2007 and December 31, 2007 respectively. They are not indicative of the result of operations or of the future financial position of the combined Group. The assumptions used in the preparation of the unaudited selected combined pro forma financial information are described in the “Unaudited Pro Forma Financial Information” included in Section 4.1 of this prospectus.

The pro forma financial information was derived from the respective audited consolidated financial statements of Suez and Gaz de France as of and for the year ended December 31, 2007, prepared in accordance with IFRS.

Gaz de France statutory auditors’ report on the pro forma financial information of Gaz de France and Suez is provided in Section 4.2.

UNAUDITED SELECTED COMBINED PRO FORMA FINANCIAL INFORMATION

For the year ended (in millions of euros) December 31, 2007 Statement of Income Information REVENUES ...... 74,252 INCOME FROM OPERATING ACTIVITIES ...... 8,532 NET INCOME, GROUP SHARE ...... 5,566 EARNINGS PRE SHARE — BASIC — BASED ON NET INCOME, GROUP SHARE (IN EUROS) ...... 2.56 EARNINGS PER SHARE — FULLY DILUTED — BASED ON NET INCOME, GROUP SHARE (IN EUROS) ...... 2.53 Balance Sheet Information SHAREHOLDERS’ EQUITY, GROUP SHARE ...... 61,365 TOTAL ASSETS ...... 153,818

6 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 SUEZ AND GAZ DE FRANCE SUMMARY STATEMENT OF SHAREHOLDERS’ EQUITY AND OF DEBT AS AT MARCH 31, 2008

In million E Gaz de France Suez Total current financial liabilities ...... 1,296 7,458 Total non-current financial liabilities ...... 4,293 13,956 Shareholders’ equity Group share excluding income for the period ...... 17,331 21,557 Breakdown of net borrowings Liquidities ...... 3,936 7,653 Short-term borrowings ...... 131 493 Short-term current financial liabilities ...... 1,296 7,458 Net short-term borrowings ...... (2,771) (688) Net medium- and long-term borrowings ...... 4,293 13,956 Net borrowings excluding the impact of financial instruments used to hedge borrowings ...... 1,521 13,268 Net borrowings including the impact of financial instruments used to hedge borrowings ...... 1,489 12,640

Since March 31, 2008 the principal events and transactions that had a significant impact on the items of the statement above are as follows:

• This past April 28, Suez and Gaz de France announced the acquisition of Teesside Power Limited. The impact of the acquisition includes an increase in net financial indebtedness (i) for Suez in the region of A288 million following the acquisition of 50% of the Teesside Power Limited shares and the refinancing of its debt by the Suez Group, and (ii) for Gaz de France in the region of A200 million following the acquisition of 50% of the Teesside Power Limited shares and the refinancing of its debt by the Suez Group.

• In May 2008, Suez and Gaz de France paid out annual dividends for an amount totaling A1.7 billion and A1.2 billion respectively.

• As detailed in Section 3.2.4 of this prospectus, on May 29, 2008, Suez announced that it had signed an agreement with ENI for the sale of its ownership (57.25%) share in Distrigaz. The price offered by ENI values Suez’ ownership in Distrigaz at A2.7 billion, enabling Suez to derive a capital gain in the order of A2 billion. As at March 31, 2008, the contribution of Distrigaz, ex-Distrigaz & Co to the net financial indebtedness of Suez, was a negative figure of A841 million (i.e. a financial asset).

• Gaz de France bought back 11.5 million of its own shares on June 12, 2008 for a total amount of A487 million.

TRANSACTION SCHEDULE

Date of Suez and Gaz de France shareholders’ meetings: July 16, 2008;

Date of effective completion of merger: 00:00 hours, July 22, 2008;

Expected date of listing (Euronext Paris, Euronext Brussels and the Luxembourg Stock Exchange): 9:00 a.m., July 22, 2008.

AVAILABILITY OF PROSPECTUS

This document is available to shareholders free of charge:

— from Gaz de France, at the company’s head office or on its website (www.gazdefrance.com);

— from Suez, at the company’s head office or on its website (www.suez.com); and

— on the Autorité des marchés financiers’ website (www.amf-france.org).

7 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Contents

Pages PROSPECTUS SUMMARY Visa No. 08-126 dated June 13, 2008 ...... 2 1 Persons Responsible for the Document and Auditing the Financial Statements ...... 12 1.1 For Gaz de France ...... 12 1.1.1 Person responsible for the document ...... 12 1.1.2 Declaration by the person responsible for the document ...... 12 1.1.3 Statutory Auditors ...... 12 1.1.4 Person responsible for the information ...... 13 1.2 For Suez ...... 13 1.2.1 Person Responsible for the document...... 13 1.2.2 Declaration by the person responsible for the document ...... 13 1.2.3 Auditors ...... 13 1.2.4 Person responsible for the Information ...... 14 2 Information About the Transaction and Its Consequences ...... 15 2.1 Economic Aspects of the Merger ...... 15 2.1.1 Pre-existing ties between the companies involved ...... 15 a) Shareholding ties ...... 15 b) Guarantees ...... 15 c) Board members in common...... 15 d) Jointly owned subsidiaries and affiliation with the same group ...... 15 e) Technical or commercial agreement ...... 15 2.1.2 Reasons for and goals of the transaction ...... 16 a) Background ...... 16 b) Reasons for the transactions ...... 17 c) Expected benefits from the transaction ...... 18 d) Strategy of the new group ...... 20 e) Industrial and labor organization of the new group ...... 22 f) Economic and financial objectives of the new entity...... 24 2.1.3 Privatization and legislative amendments ...... 24 2.1.4 Relationship of the new group with the French State ...... 27 2.1.5 History of the merger ...... 28 2.1.6 Advantages of the transaction for the company receiving the asset contributions and its shareholders ...... 28 2.1.7 Advantages of the transaction for the company making the asset contributions and its shareholders ...... 29 2.2 Legal aspects of the transaction ...... 29 2.2.1 General description of the transaction ...... 29 a) Pre-merger transactions ...... 29 b) Merger transaction ...... 29 (i) Date of the planned merger agreement ...... 29 (ii) Balance sheet date of the financial statements used to determine the value of the assets contributed ...... 29 (iii) Conditions precedent and retroactive date of the transaction ...... 29 (iv) Material transactions impacting the share capital of Gaz de France and Suez and the distribution to occur between the date of signature of the merger agreement and the effective execution of the merger...... 30 (v) Date of the meetings of the Board of Directors of Gaz de France and Suez approving the merger...... 31 (vi) Filing date of the proposed merger with the Paris Commercial Court...... 31

8 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Pages 2.2.2 Tax treatment of the merger ...... 31 a) French tax system ...... 31 (i) For companies participating in the merger-takeover ...... 31 (ii) For shareholders of the companies participating in the merger-takeover ...... 32 b) Belgian tax system ...... 35 (i) For shareholders of the acquiring company (Gaz de France) ...... 35 (ii) For shareholder of the acquired company (Suez)...... 35 c) Luxembourg tax treatment ...... 36 (i) For shareholders of the acquiring company (Gaz de France) ...... 36 (ii) For shareholder of the acquired company (Suez)...... 36 2.2.3 Tax treatment for Gaz de France shares received in exchange ...... 36 a) French tax system ...... 36 (i) French tax residents ...... 37 (ii) Non French tax residents ...... 40 (iii) Other shareholders ...... 41 b) Belgian tax system ...... 41 A) Belgian individual residents with shares in their private portfolio ...... 41 B) Belgian resident individual shareholders with shares in their professional portfolio ..... 42 C) Belgian resident legal entity subject to corporate income tax ...... 43 D) Belgian resident legal entity subject to tax on legal entities ...... 44 E) Other Shareholders ...... 44 c) Luxembourg tax system ...... 44 A) Individual shareholders holding shares in their private portfolios ...... 44 B) Individual shareholders holding shares in their business portfolios ...... 46 C) Incorporated company shareholders who are tax residents in Luxembourg ...... 46 D) Other Luxembourg tax resident shareholders...... 48 2.2.4 Merger approval ...... 48 a) Dates of shareholders’ meetings called to approve the merger...... 48 b) Merger auditors...... 48 2.2.5 Consideration for the contributions — procedure for obtaining Gaz de France shares ...... 48 a) Gaz de France share capital increase ...... 49 b) Dividend date ...... 49 c) Negotiability — share listing date — ISIN code...... 50 d) Applicable law and jurisdiction ...... 50 e) Form and procedures for registering shares ...... 50 f) Currency of issue ...... 51 g) Rights attached to new Gaz de France shares ...... 51 2.2.6 Treatment of Suez stock options/Suez free shares...... 55 a) Assumption of commitments related to Suez stock options ...... 55 b) Assumption of commitments for Suez free share allotment plans ...... 56 2.2.7 Consequences of the transaction on the employee shareholding plan ...... 57 2.2.8 Treatment of the D.S.R and VVPR Strips ...... 58 2.2.9 Regulatory issue ...... 58 a) Merger control ...... 58 b) Committee on Credit Institutions and Investment Firms (“CECEI”)...... 60 c) Specific commitments made to the Belgian authorities (Pax Electrica II) ...... 60 d) Other authorizations ...... 61 2.3 Accounting for contributions ...... 61 2.3.1 Description and value of assets contributed and liabilities assumed ...... 61

9 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Pages 2.3.2 Revaluations and readjustments between contribution value and net carrying amount...... 64 2.3.3 Appraisal of contribution values ...... 64 2.3.4 Calculation of merger premium and merger loss...... 64 2.4 Remuneration of the contributions ...... 64 2.4.1 Criteria used to compare the companies ...... 64 a) Share prices and share price averages ...... 65 b) Examination of financial analysts’ target prices ...... 66 c) Multiples of comparable listed companies ...... 66 d) Valuation by discounted cash flow method ...... 70 2.4.2 Criteria eliminated for comparison of the companies ...... 71 a) Book value and net asset value ...... 71 b) Multiples of comparable transactions ...... 71 c) Discounting of future dividends ...... 72 d) Ratio of net earnings per share to cash flow per share ...... 72 2.4.3 Valuation summary ...... 72 2.4.4 Exchange ratio proposed ...... 72 2.4.5 Valuations adopted for each company during recent operations ...... 72 2.4.6 Fairness opinion ...... 72 2.4.7 Opinion on merger exchange ratio ...... 74 a) Opinion of Goldman Sachs International to the Board of Directors of Gaz de France ...... 74 b) Opinion of HSBC to the Board of Directors of Suez ...... 86 c) Opinions of financial advisors to the Boards of Directors ...... 95 2.4.8 Financial projections for Suez and Gaz de France and financial objectives for Suez Environnement Company ...... 95 a) Financial projections of Suez and Gaz de France ...... 95 b) Financial objectives of Suez Environnement Company for 2008-2010 ...... 100 2.5 Consequences of the transaction ...... 100 2.5.1 Consequences for Gaz de France and its shareholders...... 100 a) Impact of the transaction on shareholders’ equity ...... 100 b) Impact on the distribution of equity and voting rights in Gaz de France after the operation . . 101 c) Proposed changes in the membership of administrative and management bodies and in governance principles ...... 101 d) Changes in the market capitalisation of the two companies...... 102 e) Impact on the calculation of net earnings per share ...... 102 f) New strategies for the future ...... 102 g) Short and medium term forecasts for business, potential restructuring, income and dividend distribution policy ...... 102 2.5.2 Consequences for Suez and its shareholders ...... 103 3 Presentation of the acquiring company ...... 104 3.1 Risk factors related to the transaction ...... 104 3.2 Basic information ...... 108 3.2.1 Consolidated annual financial statements as of 31 December 2007 and management report . . 108 3.2.2 Revenues for Q1 2008 and allocation of existing bonus shares ...... 109 3.2.3 Net working capital...... 109 3.2.4 Shareholders’ equity and net indebtedness of Gaz de France and Suez as of 31 March 2008 ...... 109 3.2.5 Projections for 2008 and report from the statutory auditors ...... 112 3.2.6 Interest of individuals and legal entities participating in the transaction ...... 115 3.3 Expenses of the transaction ...... 115

10 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Pages 3.4 Dilution ...... 115 3.4.1 Amount and percentage of dilution resulting from the transaction ...... 115 3.4.2 Impact of the transaction on shareholder positions ...... 115 3.5 Amendments to the by-laws and authorizations to the Board of Directors proposed at the Shareholders’ Meeting of Gaz de France on 16 July 2008 ...... 115 3.6 New post-merger organization of the group ...... 117 3.6.1 Structure of the management and administrative bodies ...... 118 3.6.2 Structure of the management committee, operational and functional organization, and structure of the executive committee ...... 120 3.6.3 Operation of the Board of Directors and Board committees ...... 125 3.6.4 Boards of Directors of major subsidiaries...... 130 3.6.5 Appointment of a third Statutory Auditor ...... 131 4 Unaudited pro forma financial information ...... 132 4.1 Unaudited pro forma financial information...... 132 4.2 Auditors’ report on pro-forma financial information ...... 154 5 Presentation of the absorbed company...... 156 5.1 Information about the absorbed company ...... 156 5.2 Forecast for 2008 and auditors’ report on the forecast...... 156 APPENDICES APPENDIX 1 — Contribution auditors’ report concerning Suez’ simplified merger with Rivolam ...... 159 APPENDIX 2 — Merger auditors’ report on merger consideration ...... 167 APPENDIX 3 — Merger auditors’ report on the value of the assets transferred ...... 187 APPENDIX 4 — Fairness opinion from Oddo Corporate Finance ...... 199 APPENDIX 5 — Opinion of Goldman Sachs International to the Board of Directors on the exchange ratio ...... 254 APPENDIX 6 — Opinion of HSBC to the Board of Directors of Suez on the exchange ratio ...... 257 APPENDIX 7 — Opinion of BNP Paribas, financial advisor to Suez, on the exchange ratio . . 261 APPENDIX 7 BIS — Description of the opinion of BNP Paribas, financial advisor to Suez on the exchange ratio ...... 265 APPENDIX 8 — Opinion of JP Morgan, financial advisor to Suez, on the exchange ratio . . . 272 APPENDIX 8 BIS — Description of the opinion of JPMorgan, financial advisor to Suez on the exchange ratio ...... 275 APPENDIX 9 — Opinion of Merrill Lynch, financial advisor to Gaz de France, on the exchange ratio ...... 281 APPENDIX 10 — Opinion of Lazard Frères, financial advisor to Gaz de France, on the exchange ratio ...... 283 APPENDIX 11 — Opinion of the financial advisors of Gaz de France ...... 285 APPENDIX 12 — Gross sales of Gaz de France for Q1 2008 ...... 294 APPENDIX 13 — Table of cross-references to information in Appendix III to European Regulation 809/2004 of 29 April 2004 ...... 297

11 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 1 PERSONS RESPONSIBLE FOR THE DOCUMENT AND AUDITING THE FINANCIAL STATEMENTS 1.1 For Gaz de France 1.1.1 Person responsible for the document Jean-François Cirelli Chairman/CEO of Gaz de France

1.1.2 Declaration by the Person Responsible for the Document “I hereby attest, after taking all reasonable measures for this purpose, that to the best of my knowledge, the information presented in this prospectus concerning Gaz de France fairly reflects the current situation and that no material omissions have been made. I have received a letter of completion of work from the statutory auditors, in which they state that they have audited the information relating to the financial position and financial statements given in this prospectus concerning Gaz de France and read this entire prospectus. The Pro Forma Financial Information presented in this prospectus has been the subject of a report issued by the statutory auditors, appearing in Sections 4.2 hereto, which contains the following observations: — the paragraph “Reverse acquisition” in note 1 — “Description of the transaction and basis of presentation”, which explains the basis and the conditions for the treatment, in which the merger is treated in the IFRS financial statements as an acquisition de Gaz de France by Suez, — the paragraph “Suez Environnement Company” in Note 1 — “Description of the transaction and basis of presentation”, which describes the accounting and tax treatment used to record the spin-off- distribution of 65% of the activities in the Environment division of Suez to Suez shareholders and the terms of consolidation for the investment stake held by the new entity created by the merger based on the shareholders’ agreement, which includes the new Group GDF Suez and the current Suez principal shareholders, — note 2 d — “Calculation and allocation of acquisition price” in the Pro Forma Financial Informa- tion, which details the terms and conditions used by Gaz de France executives for the preliminary allocation of the acquisition price to the fair value of Gaz de France assets and liabilities in accordance with IFRS 3 — the IFRS referential as adopted by the European Union related to mergers and acquisitions (version of December 31, 2006). More specifically, it states that the allocation of the acquisition price is likely to be subsequently modified based on the definitive determination of fair value, which will be established after the effective date of completion of the merger, — the paragraph “Tax issues” in note 1 — “Description of the transaction and basis of presentation”, related to the treatment of deferrable tax losses and deductible time differences that were not fully recorded in the Suez balance sheet at December 31, 2007, — the paragraph “Measures taken with respect to competition” in note 1 — “Description of the transaction and basis of presentation”, which describes the decisions made public by the European Commission on November 14, 2006 and the proposals made to the Belgian government as part of the Pax Electrica II agreement and explains the reasons why the effects of these decisions and proposals are not reflected in the Pro Forma Financial Information. The information concerning the Gaz de France income forecasts presented in Section 3.2.5 of this prospectus is discussed in a report from the auditors that appears in Section 3.2.5 hereto.” Jean-François Cirelli Chairman/Chief Executive Officer

1.1.3 Statutory Auditors Principal statutory auditors Mazars & Guérard, represented by Philippe Castagnac and Thierry Blanchetier, Tour Exaltis, 61, rue Henri Régnault, 92075 La Défense Cedex, was reappointed as Gaz de France’s statutory auditor at the shareholders’ meeting of May 19, 2008, for a term of six years expiring at the end of the shareholders’ meeting called to approve the financial statements for the fiscal year ending December 31, 2013.

12 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Ernst & Young et Autres, represented by Christian Mouillon, 41 rue Ybry, 92576 Neuilly-sur-Seine Cedex was appointed as Gaz de France’s statutory auditor at the General Meeting of May 19, 2008, for a term of six years expiring at the end of the General Meeting called to approve the financial statements for the fiscal year ending December 31, 2013.

Deputy Statutory Auditors Auditex, 81 rue de Miromesnil, 75008 Paris, was reappointed as Gaz de France’s alternate auditor by the General Meeting of May 19, 2008, for a six-year term expiring at the end of the General Meeting to approve the financial statements for the fiscal year ending December 31, 2013. CBA, was appointed as Gaz de France’s alternate auditor by the General Meeting of May 19, 2008, for a six- year term expiring at the end of the General Meeting called to approve the accounts for the fiscal year ending December 31, 2013. The Gaz de France statutory auditors are registered with the Compagnie Régionale des Commissaires aux Comptes (CRCC) of Versailles.

1.1.4 Person Responsible for the Information Brigitte Roeser-Herlin Head of Financial Communication 23, rue Philibert Delorme 75017 Paris Telephone: + 33 (0)1 47 54 20 20 Website: www.gazdefrance.com

1.2 For Suez 1.2.1 Person responsible for the document Gérard Mestrallet Chairman/Chief Executive Officer of Suez

1.2.2 Declaration by the Person Responsible for the Document “I hereby attest, after taking all reasonable measures for this purpose, that to the best of my knowledge, the information presented in this prospectus concerning Suez fairly reflects the current situation and that no material omissions have been made. I have received a letter of completion of work from the statutory auditors, in which they state that they have audited the information relating to the financial position and financial statements given in this prospectus concerning Suez, and read the entire prospectus. The information concerning the Suez income forecasts presented in Section 5.2 hereto is discussed in a report from the auditors that appears in Section 5.2 hereto.” Gérard Mestrallet Chairman/CEO

1.2.3 Auditors Principal Statutory Auditors: Ernst & Young et Autres, represented by Pascal Macioce and Nicole Maurin, 41 rue Ybry, 92576 Neuilly- sur-Seine Cedex has been Suez’s statutory auditor since June 22, 1983. Its appointment was last renewed on May 4, 2007, and will expire at the end of the Annual General Meeting called to approve the financial statements for the fiscal year ending December 31, 2012. Deloitte & Associés, represented by Jean-Paul Picard and Pascal Pincemin, 185 avenue Charles de Gaulle, BP 136, 92203 Neuilly-sur-Seine Cedex, has been Suez’s statutory auditor since May 28, 1999. Its appointment was last renewed on May 13, 2005, and will expire at the end of the Annual General Meeting called to approve the financial statements for the fiscal year ending December 31, 2010.

13 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Deputy Auditors: Auditex, Faubourg de l’Arche — La Défense Cedex (92037), has been Suez’s deputy auditor since May 4, 2007, with an appointment which expires at the end of the Annual General Meeting called to approve the financial statements for the fiscal year ending on December 31, 2012. BEAS, 7-9 Villa Houssay, 92200 Neuilly-sur-Seine, has been Suez’s deputy auditors since May 28, 1999. Their appointment was last renewed on May 13, 2005, and will expire at the end of the Annual General Meeting called to approve the financial statements for the fiscal year ending on December 31, 2010. The Suez auditors are members of the Compagnie Regionale des Commissaires aux Comptes (CRCC) of Versailles.

1.2.4 Person Responsible for the Information Valérie Bernis Executive Vice-President, Communications and Sustainable Development 16 rue de la Ville l’Evêque 75008 Paris Telephone: + 33 (0)1 40 06 64 00 Website: www.suez.com

14 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2 INFORMATION ABOUT THE TRANSACTION AND ITS CONSEQUENCES

2.1 Economic Aspects of the Merger

2.1.1 Pre-existing ties between the companies involved

(a) Shareholding ties

As of the date of this prospectus :

• Gaz de France directly owns 8,049,212 Suez shares with a par value of A2 each, representing 0.615% of the share capital, on the basis of the 1,308,941,953 shares existing on the date of this prospectus and 0.539% of the Suez voting rights on the basis of the 1,491,841,800 voting rights existing on June 2, 2008. Gaz de France has agreed to refrain from acquiring additional Suez shares between the date of signature of the merger agreement and the effective completion date of the merger.

• Suez indirectly holds 9,800,000 Gaz de France shares with a par value of A1 each, representing 0.996% of the share capital and voting rights in Gaz de France on the basis of 983,871,988 existing shares and voting rights. Suez has agreed to refrain from acquiring additional Gaz de France shares between the date of signature of the merger agreement and the effective merger completion date.

(b) Guarantees

As of the date of this prospectus, neither company has issued a guarantee for the benefit of the other.

As of the date of this prospectus, Gaz de France and Suez have no Board Members in common.

(d) Jointly owned Subsidiaries and Affiliation with the same Group

Gaz de France and Suez (through its subsidiary Fluxys) exercise joint control over Segeo SA (Société Européenne du Gazoduc Est-Ouest). Gaz de France has a 25% stake in Segeo whereas Fluxys, which is controlled by Suez, has a 75% stake. Segeo is the owner of the natural gas transmission infrastructure between Gravenvoeren (Fouron-le-Comte) and Blaregnies. This facility, operated by Fluxys, transmits gas to Belgium and France. Gaz de France has made a commitment to the European Commission, under the authorization granted by the Commission for the merger transaction, to sell its holding in Segeo to Fluxys (see Section 2.2.9(a) “Merger Control”).

Gaz de France and Suez hold 47.5% and 5%, respectively, of the share capital of C4Gas SAS, through GDF International and Fluxys, which acts as a central purchasing office for non-gas products and services.

Gaz de France and Suez have a joint indirect holding in Climespace, a specialist in cooling network concessions granted by local authorities. Gaz de France (through Cofathec) controls 50% of the share capital of Climespace, and Suez (through Elyo and Compagnie Parisienne de Chauffage Urbain) controls 50%.

At the end of April 2008, after receiving authorization from the European competition authorities, Suez and Gaz de France completed the acquisition of Teesside Power Limited, the most powerful combined cycle power plant in Europe (1,875 MW). Gaz de France and Suez, via their subsidiaries, each holds 50% of the company and have signed a shareholders’ agreement giving them joint control. After the merger, Teesside Power Limited will be attached to the new group’s Energy Europe division within the Energy Europe and International branch.

(e) Technical or Commercial Agreements

None, aside from (i) the Memorandum of Understanding signed on June 5, 2008 and (ii) the merger agreement signed for the merger-takeover of Suez by Gaz de France on June 5, 2008, (iii) the industrial, commercial and financial cooperation agreement (see Section 2.1.3 (f) “Privatization and Amendments to the Law”) and (iv) the agreements relating to the joint companies referred to in (d) above.

15 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.1.2 Reasons for and Goals of the Transaction (a) Background The planned transaction takes place in a climate of far-reaching, accelerated change in the energy sector in Europe. There are several major aspects to this current development: — Greater Geostrategic Challenges associated with the security of European Energy Sources. • Firstly, the reserve margins required for the smooth operation of electricity networks are declining in Europe due to the dual effect of growth in demand for electricity (between 1.5 and 2% per year in France for example, i.e. an additional 7-8 TWh/year) and the scheduled shutdown of a number of older production units. For north-western continental Europe, the needs are expected to be between 33 and 39 GW by 20151. In this regard, gas plants are the principal technology emitting low levels of CO2 available in the short-term, without prejudice to renewable energies. • Secondly, the European Union is currently dependent on imports for 55% of its natural gas needs. By 2020, it is estimated that imports will account for 85% of European natural gas requirements. Norway and two countries outside Europe (Russia and Algeria) account for a significant share of current supplies and the future resources that will supplement those supplies are relatively concentrated in a few distant countries (particularly the Persian Gulf). • Finally, it is important that the infrastructure (networks and terminals) be able to meet a demand for gas which is increasing faster than the demand for electricity, so that in the long-term we can avoid bottlenecks. — Higher and more unstable fuel prices. This obviously increases the risks for companies selling just gas, and gas plant operators, which are forced to pass on increases in the cost of the gas they buy on their sale prices. — Complete market deregulation since July 1, 2007. This generates increased competition: all players are indeed looking for growth engines outside their domestic markets. — Continued restructuring of the energy sector and consolidation of market players. This movement, marked by numerous merger-takeover transactions (Suez-Electrabel, E.ON/Ruhrgas, EDF/Edison, E.ON/MOL, Dong/Elsam/E2, Enel/Acciona/Endesa, Iberdola/Scottish Power), is in response to an increasing desire to quickly reach a critical size on the European, or even global scale. — Change in consumer demand: consumers want a combined gas and electricity package with high quality service — supply and security — at transparent, competitive prices. To reduce their exposure to the risks associated with these changes in the energy sector, and to ensure their long-term competitiveness on the market, the current strategy of the parties is to: • expand in the two sectors of gas and electricity relying on a portfolio of recurring competitive business (infrastructures), while complying with the separate management requirements for these activities pursuant to the EU and national legal frameworks; • optimize their electricity supplies by deploying diversified means of production or sourcing, and their gas supplies by developing, like Gaz de France, an exploration and production division and signing long-term contracts with geographically diverse producers (this is the case for Gaz de France and for Suez); • invest in liquefied natural gas to take advantage of greater flexibility and continue the diversification of their portfolio of resources while continuing to participate in developing infrastructures for the transport and/or LNG in Europe. — Consideration for the challenges linked to global warming which has in particular led energy companies to adapt their production mix while developing the low or zero greenhouse gas emitting components of their business and expanding the offer of energy-efficient services.

1 Internal Suez source

16 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (b) Reasons for the Transaction The merger of these two companies will create a world leader in energy with a strong presence in France and Belgium. The new group, with combined pro forma revenues of approximately A74 billion (including the Suez environment division) as at December 31, 2007, 134,560 employees in energy and services and 62,000 employees in environment, will be one of the global leaders in liquefied natural gas2, one of the leaders in gas supply in Europe3, the fifth largest European electricity company,4 the European leader in energy services5. This major industrial transaction is based on a coherent, common industrial and corporate plan. It will enable the two groups to grow in line with the goals described above. More specifically the industrial rationale of the transaction is based on four major principles.

Creating a global company in the gas market to enable us to optimize supplies The planned transaction constitutes a strong industrial response to the current change in the balance in the gas sector which favors producers who are currently in a situation (at least in the short term) where they can arbitrate at the margin between different markets based on the prices granted to operators. Within this context, the merger of Suez and Gaz de France will act as a counterbalance to the size of producers by combining the purchasing power of the two groups. The group created by the merger will actually be one of the largest gas purchasers in Europe6. The transaction will also provide the new group with greater diversification capacity and contribute to greater safety in European supplies. In particular, the new group will have a portfolio of supply contracts which is highly diversified and will benefit from the contributions of the two parties. The merger will also result in the emergence of the leading European buyer in the area of liquefied natural gas (LNG)7 with geographically complementary positions in the Atlantic basin (Montoir, Fos, and Zeebrugge in Europe, and Boston in North America) in terms of regasification and supply. LNG is the principal means of diversification of European supplies.

Strong complementary geographic and industrial assets to strengthen and expand the scope of a competitive offer in European energy markets In a rapidly consolidating competitive market in Europe, the individual capacity of Suez and Gaz de France’ to develop a competitive range of products and services in major European energy markets could run up against some barriers. Suez is certainly a significant player in the electricity market in Europe with current growth outside its historical market (Belgium), but is smaller in size than the major energy companies in the sector. Gaz de France is a major player in the gas sector, but still has a significant part of its gas business in France and only very limited positions in electricity. Against this backdrop, the industrial rationale of the transaction is basically focused on the complementary strengths of the two groups in the energy sector, which would enable them to strengthen their ability to develop competitive products and services in European energy markets. More specifically, the two groups are complementary at two levels: • geographically: in the energy market, Gaz de France is mainly active in France, and Suez in Belgium; • and in terms of the nature of the two groups’ businesses: Suez’s energy business in Europe is mainly focused on the electricity markets, while Gaz de France is currently active in the gas markets.

2 Based on current long-term contracts in 2006. Source: Poten & Partners. 3 In terms of quantities of gas sold in 2006. Internal source at Suez based on data published by competitors. 4 In terms of quantities of electricity sold in 2006. Internal source at Suez based on data published by competitors. 5 In terms of 2006 sales. Internal source at Suez based on data published by competitors. 6 Internal Source at Suez based on data published by competitors including Distrigaz sales. Based on the current scope, the new Group will be the leading European gas supplier. This position is not expected to change considering the agreements relative to the acquisition of energy assets signed with ENI concomitantly with the agreements relative to the sale of Distrigaz due to the commitments made by the Group to the European Commission. 7 Poten & Partners data based on current long-term contracts in 2006.

17 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The complementary strengths of these two groups in terms of products will particularly encourage the emergence in France of a credible operator, especially in the market for electricity for end-use customers. This means that customers will be offered new products and services with a strong incentive for the newly merged company to increase competition by offering competitive prices and high-quality service. In addition, outside France and Belgium, the new group will be able to expand its positions in other European markets as well as at the global level and develop competition at those levels.

Balanced positions in businesses and regions with different cycles The group resulting from the merger will present a balanced profile due to its presence in business and regions with different cycles (production and sale of energy and services, regulated infrastructures, environment). It will therefore be able to take full advantage of all the businesses developed in the past by the two groups by offering an attractive combination of businesses with a moderate risk profile, for example gas infrastructure businesses, and businesses with higher risks but also higher yields such as electricity production. Apart from its positions in Europe, the group resulting from the merger of Gaz de France and Suez will have attractive opportunities for growth outside Europe with a higher risk and profitability profile, through the strong positions developed by Suez in the energy sector, particularly in the United States, South America and Asia, thanks to the culture of growth of the Suez-Tractebel teams. At the same time, Suez will benefit from the growth initiated by Gaz de France in the exploration and production sector. In addition, Suez’s environmental business — Water and Waste Services — regrouped in Suez Environ- nement Company, in which the group resulting from the Gaz de France and Suez merger will have a stable fully consolidated interest of 35% (cf. below 2.12 (d) and 2.2.1 (a)), will provide a more diversified risk profile because the energy and environmental sectors follow different cycles. Focusing on the most stable countries and following a policy of long-term contracts, Suez Environment’s business presents the characteristics of a stable division, while offering highly attractive opportunities for growth.

A strengthened capital expenditure policy to win a strong position in the face of sector challenges Gaz de France and Suez will continue to strengthen the quality of the service provided to their customers, which is one of the highest in Europe. This will be achieved by accelerated replacement of certain networks, continuing programs to renovate infrastructures and reduce CO2 emissions by plants, and by the development of infrastructures in addition to the complementary projects already initiated (a second terminal in Fos for Gaz de France, doubling the capacity of the terminal in Zeebrugge for Fluxys). In addition, the size of the new group will serve the planned upstream gas expansion of Gaz de France through the acquisition of new reserves. Finally, the group will be ideally placed to speed up the pace of capital expenditures needed in European power production facilities.

(c) Expected benefits from the transaction Suez and Gaz de France believe that the merger will produce two major types of synergy and gains in efficiency: — economies of scale and cost reductions, especially for supplies (energy purchases but also other supplies) and operating costs (streamlining structures and sharing networks and services); and — complementary effects achieved by an improved commercial range of products and services (complementary brands, expanded commercial coverage), and an effective capital expenditure program (streamlining and accelerating development programs, possibility of additional growth in new geographical markets). Some of these gains in efficiency will occur in the short-term, but others will appear over time as we set up shared platforms and fully optimize the means and structures in the new organization. The merger should also enable the new combined Group to improve its cash flow through the use of an estimated A3 billion in losses for the Suez tax Group (a portion is accounted for as deferred tax assets); it is specified that A2.42 billion will be usable subject to obtaining the requested tax authorizations which, in letters dated June 3, 2008, have received approval in principle from the French tax authority.

18 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Operating Synergies The operating synergies resulting from the merger of Suez and Gaz de France are estimated at about A970 million a year (before taxes) by 2013, including A390 million per year (pre-tax) on synergies achievable by 2010. • Short-term operating synergies will come from optimizing gas supplies, savings on non-energy purchases, reducing operating costs and savings on sales costs. • Below is a detailed breakdown of the short-term synergies: • Optimizing the gas supply: approximately A100 million (taking into account the commitments made to the European Commission). The merger of the two groups will provide a broad, diversified and flexible supply portfolio. For the new group, this portfolio: • provides expanded purchasing capacity from suppliers; • increases its optimization ability (temporary geographical LNG/vaporized gas swaps, gas/electricity arbitrage); • provides opportunities for more LNG trading, especially in the Atlantic basin. • Savings on non-energy purchases: A120 million. Joint purchasing will enable the new group: • to strengthen its bargaining position with suppliers; • to bring purchase conditions in line with the most advantageous conditions of each entity. • Reduction in operating costs: A90 million. Integrating the two groups is likely to produce significant savings by optimizing general costs (plant and property, communications) as well as pooling of expertise and decisions. • Savings in sales costs: A80 million. This synergy will initially come from a reduction in the costs of gaining new electricity customers in France (individuals and businesses) and subsequently from savings from upstream and downstream electricity integration. • In the medium term, the creation of the new group should result in the implementation of additional synergies in revenues and costs allowing an increase in total synergies to A970 million a year. These medium-term synergies break down as follows: • Gas supply synergies: a total of A180 million. The group’s rebuilding of its portfolio in the medium term, particularly due to its purchasing capacity over the period (the development of CCGT, regaining certain markets) will result in an addition to this type of synergy up to a total of A180 million by 2013. • Savings on non-energy purchases: A120 million representing short-term savings achieved and maintained over the medium term. • Savings in operating and sales costs: a total of A320 million. These synergies are partly derived from continuing improvements in purchasing over the medium term, and also from the implementation of joint transverse platforms by pooling and streamlining resources (particularly information systems and property). • Synergies in revenues: A350 million. The new group will be ideally positioned to take advantage of the growth in the energy sector created by the deregulation of the energy markets and the need for capital expenditures in Europe. In France, it will benefit from the combination of its production resources and customer base to expand its potential for growth and invest in new production plants. In Europe, its development will be accelerated thanks to the complementary geographic and industrial assets of the two groups. For gas supplies, its position over the entire natural gas chain and its solid financial structure will enable it to initiate new projects for exploration and production and liquefied natural gas (LNG) to access new resources. Creating these revenue synergies will require new capital expenditures in growth (new power plants, LNG line) estimated at approximately A2 billion.

19 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Schedule for implementing synergies and associated costs The pre-tax operating synergies associated with the merger of Gaz de France and Suez should reach A390 million a year by 2010, and A970 million a year by 2013. These synergies should have a direct impact on the generation of cash flow for the group. As these synergies are basically the result of significant complementary assets, the optimization of external expenses and new development perspectives, the non- recurring cost of implementation should not be higher than A150 million for short-term synergies and A150 million for medium-term synergies.

Investment Synergies The merger should also optimize capital expenditure programs (excluding maintenance), particularly due to the non-duplication of entry money for some markets (costs of developing local subsidiaries and strategic premiums during acquisitions), as well as streamlining and optimizing development investments. This results from the combination of geographic coverage and local knowledge and related opportunities.

Calculation Procedures The operating synergies (excluding expected tax benefits or investment synergies) represent an improvement in the EBITDA of the new group compared to estimates for Suez and Gaz de France alone. Each type of synergy will be valued by a different method specific to its particular situation (taking into account changes in the market prices for gas to calculate gas supply synergies).

(d) Strategy of the new group The operating and financial objectives of the new group resulting from the merger between Gaz de France and Suez reflect a shared ambitious industrial vision geared towards the creation of value and based on high- caliber teams. Driven by a steady capital expenditure program (A10 billion a year on average over the 2008-2010 period8), the industrial strategy of GDF Suez will be aimed at developing in a profitable manner the Group’s forefront position in all its businesses: — GDF Suez intends to consolidate its leadership positions in its domestic French and Benelux markets; — It will base its development on the complementary assets of its businesses, which will allow it to expand its commercial offers (dual gas/electricity offers, innovative energy services); — GDF Suez will accelerate its industrial development especially in upstream gas (exploration and production, LNG), infrastructures and electricity generation, especially nuclear power and renewable energies; — Europe will represent its priority development zone; — Outside Europe, GDF Suez will reinforce its growth drivers, especially in fast-growing markets. The main strategic axes are as follows: • Energy France The Group intends to maintain its leadership position in the gas market in France. The aim is to develop a multi-energy offer based on its current portfolio of gas retail customers and is ultimately targeting a market share of 20% on electricity customers in France. From this perspective, GDF Suez will raise its installed capacity to more than 10 GW in 2013 in France (versus 5,990 MW at the end of 20079) while focusing on a diversified production mix. • Energy Europe and International GDF Suez intends to maintain its strong positions in energy in the Benelux countries, and develop them steadily in the rest of Europe. The Group will continue its dynamic growth strategy while benefiting outside Europe from its current strong positions (United States, Brazil, Thailand, Middle- East) and developing in growth markets (Russia, Turkey, etc.). GDF Suez also intends to continue the

8 Mainly industrial investments. 9 Excluding cogeneration.

20 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 development of IPPs10 in new high-growth markets. This strategy will allow GDF Suez to increase its managed production capacity in Europe (outside France) and internationally to around 90 GW by 2013 (vs. 49,280 MW at the end of 2007).

• Global Gas and LNG

The Group has set a target for developing its Exploration-Production activities in order to reach reserves11 of 1,500 millions barrel of oil equivalent (Mboe) in the long-term12 (vs. 667 Mboe at the end of 2007). It will also strengthen the competitiveness of its gas supply portfolio by raising its purchasing capacity, increasing geographic diversification and by the permanent optimization of this portfolio. Lastly, GDF Suez will consolidate its leadership in LNG by participating particularly in integrated projects (production, liquefaction, transport, regasification) while taking advantage of its unique position in the European and American markets and in the Group’s downstream positions (Energy France and Energy Europe and International). Ultimately, GDF Suez intends to increase its LNG contracted volumes by 30%.

• Infrastructures

GDF Suez will develop existing infrastructures by leveraging growth on the energy market in Europe. The Group intends to increase its regasification capacities in France and in Belgium by raising them to 44 Gm3/year by 2013 (vs. 21.52 Gm3/year at the end of 2007). This increase will be achieved in particular by commissioning the Fos Cavaou terminal in 2009 and by increasing the capacities of Zeebrugge and Montoir. Another objective of GDF Suez is to increase its storage capacities in Europe (France, Germany, United Kingdom, Romania, and Slovakia) by more than 35% by 2013 (vs. 121TWh13 in 2007). In addition, the Group has set a goal to achieve a 15% increase in the capacities of its transmission network.

• Energy services

Thanks to a unique pan-European network including the strong positions of the two Groups, GDF Suez intends to step up its profitable development in energy services. The Group will benefit from stronger demand for energy services (use of outsourcing, rising demand in terms of energy efficiency) and complementary assets between energy service and sale activities).

• Suez Environment will consolidate its status as benchmark player with control of the water and waste management cycles based on its expertise in high value-added technologies and project management. Its development strategy will be targeted at Europe; it will develop in a selective manner internationally with the implementation of new business models (management contracts, innovative financial arrangements, etc.). It will continue its historic strategy of developing special partnerships especially in the Middle-East, China, Spain and Italy.

The merger will be preceded by a distribution by Suez to its shareholders of 65% of the shares of Suez Environnement Company, the new company centralizing the activities of Suez’s environment division. After the merger, Suez Environnement Company’s shares will be listed for trading on Euronext Paris (cf. infra 2.2.1 (a)) and Euronext Brussels.

This listing will allow Suez Environnement Company to benefit from more visibility commensurate with the group’s stature and ambitions, and direct access to financial markets. The new group resulting from the merger will have a stable share of 35% in Suez Environnement Company and will be part of an agreement with some of the current principal shareholders of Suez, future major shareholders of Suez Environnement Company which are expected to hold together 47%14 of the capital of Suez Environnement Company, designed to ensure the stability of the company’s shareholders and its GDF Suez control. As a result, the equity interest held in Suez Environnement Company will be fully consolidated in the accounts of the new group created by the merger between Suez and Gaz de France.

10 Independent Power Producer. 11 “2P” Reserves: proven and probable. 12 Primarily by external growth. 13 Excluding Fluxys. 14 Based on Suez’ shareholding as of April 30, 2008.

21 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 This equity interest will allow the continuation of the dynamic development of the environment division. In addition, the structure chosen will allow GDF Suez to continue to develop special partnerships between the environment and energy businesses. This will be done in a context where energy and environmental issues are becoming increasingly interlinked, resulting in increased opportunities for technical and sales synergies between the two businesses. The new group will focus on an organic growth strategy without ruling out specific opportunities for mergers and acquisitions or complementary industrial partnerships provided that they add value on the basis of the group’s investment criteria. These investments will be made by maintaining the same financial discipline applied in the two groups in the new group. As in the past, the financial discipline will be based on in-depth analysis of value creation, taking into account, in particular, the calculation of return on investment in relation to the cost of capital of each of these businesses and given the risk premiums adapted to each investment category. Generally, Suez and Gaz de France consider that the competitive positioning of the new group in its future highly promising businesses, and the implementation of synergies arising from the merger offer a strong potential for profitable growth in the coming years.

(e) Industrial and labor organization of the new group In order to implement the industrial project described under section (d), the new group will be organized into branches of activities designed to fully optimize its portfolio, notably the convergence of gas and electricity (see Section 3.6.2 “Composition of the operational organization and staff organization management committee and composition of the executive committee”). In the Memorandum of Understanding of June 5, 2008, Gaz de France and Suez agreed that the Merger would not have a negative impact (either on hierarchy or in equivalence) on the current terms of employment, particularly on compensation (including all compensation items) and pensions of Gaz de France and Suez employees. A committee will be created in order to manage the terms of employment of Gaz de France and Suez personnel. Its members will be drawn equally from Gaz de France and Suez and its objective will be the convergence of their terms of employment. This committee will report on its activities to the compensations committee (see Section 3.6.3 “Operation of the board of directors and committee of the board of directors) which will meet at least once a year to examine the conditions under which this convergence of employment terms is implemented and to ensure their competitiveness in relation to groups of comparable global dimension. In addition, Gaz de France and Suez reiterated their strong commitment to employee participation in the shareholding in the new group and agreed that the acquired company following the merger will implement an active policy in this area in accordance with the legal provisions applicable to the new group. In particular, Gaz de France and Suez have agreed to initiate talks in 2008 on an employee shareholding program in accordance with the provisions of the law of August 6, 1986. The planned merger is expected to stimulate growth and create long-term employment.

(f) Economic and financial objectives of the new entity • the Group’s objective is to reach EBITDA of approximately A17 billion by 2010: 1. thanks to the growth of its portfolio assets on the merger date and the industrial investment program described below; 2. after the deconsolidation of certain assets as agreed by Gaz de France and Suez with the European Commission in order to make the transaction compatible with the single market (the “remedies”). The new entity will try to offset these removals with simultaneous acquisitions of equivalent assets with other industry players. The additional impact of such transactions will, if necessary, be appropriately disclosed as soon as they become known. The previously announced objectives of GDF Suez for 2008 have not been reiterated as the merger should only come into effect at the beginning of the second half of 2008. Nevertheless, the two groups have confirmed the operational trends of their respective activities for the year in progress and each has announced objectives for 2008 as stated in sections 3.2.5 and 5.2 of this document.

22 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 EBITDA is an indicator that is structured like current operating income as presented in the Pro Forma Financial Information before depreciation, amortization and provisions, before replacement costs for assets under concessions and before unpaid expenses for the employee shareholding plan. The definition of this indicator corresponds to the usual practice of financial markets and is different from: • the Gross Operating Surplus (GOS) presented in the financial statements of Gaz de France which includes the capital gains or losses on disposals of property, plant & equipment and intangible assets, the unrealized gains or losses related to the mark-to-market on commodity contracts other than trading instruments; • the Gross Operating Income (GOI) reported by Suez which includes in particular the share of income/ loss of associates as well as financial income excluding interest and excludes net provisions for retirement benefits and other reversals or related provisions. EBITDA as defined above would in 2007 have been at the level below, on the basis of the Pro Forma Financial Information as presented in Chapter 4 of this document:

(in E million) 2007 (Pro forma combined) Current operating income ...... 8,339 depreciation, amortization, and provisions (after the impact of recognizing +4,197 an initial estimate of acquisition price allocation (+A750M)) ...... non-disbursed expenses regarding the employee shareholding plan ...... +123 replacement expenses incurred for concessions ...... +481 EBITDA 2007 based on the scope of consolidation at 31/12/2007...... 13,140 • The Group will continue to pursue its objective of reaching an EBITDA of approximately A17 billion in 2010 by implementing the strategy described above which assumes a primarily organic industrial capital expenditure program of A10 billion a year on average for the 2008-2010 period (over A8 billion in 2008), 25% of which will be devoted to maintenance-related investments (maintenance of industrial facilities, investments required by agreements or law, i.e., to meet environmental standards, rehabilitations, etc.) and 75% of development investments per year. The breakdown of the group’s strategy by branch results in the capital expenditure program below:

Capital expenditures in annual average over the 2008-2010 period

(in billions of E) Amount Energy France ...... 1.0 to 1.5 Energy Europe and International ...... 4.0 to 4.5 Global Gas & LNG ...... 1.0 to 1.5 Infrastructures ...... 1.5 to 2 Energy Services ...... 0.3 to 0.5 Environment ...... approximately 1.5 • In future years, the group will strive to implement a dynamic distribution policy with attractive returns in relation to the sector with a distribution objective of more than 50% of the recurring net income (group share) and average annual growth of 10-15% between the dividend paid in 200715 and that paid in 2010. In addition, the group will have a potential complementary distribution and a share buyback program. • The new entity has established the objective of maintaining a “strong A” financial rating consistent with the data presented above. However, it should be noted that these objectives do not constitute a commitment by the new entity, and future dividends will be calculated each fiscal year based on the merged entity’s net income, financial position, and any other factor judged relevant by the board of directors when submitting its proposals to the shareholders’ meeting.

15 Based on the Gaz de France dividend paid in 2007 pertaining to fiscal 2006 (A1.10 per share). As from 2009, Suez shareholders will also benefit from the dividends paid by Suez Environnement Company for fiscal 2008.

23 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.1.3 Privatization and legislative amendments The Law on the Energy Sector allows the French State to reduce its holding in the share capital of Gaz de France to less than 50%; however, the holding must remain greater than one third of the share capital. Article 39 of said Law amending Article 24 of Law No. 2004-803 of August 9, 2004 on public electricity and gas service and electricity and gas companies provides for the addition of Gaz de France to the list attached to Law No. 93-923 of July 19, 1993 on privatization. In addition, the Law on the Energy Sector stipulates, in particular with respect to natural gas: • deregulation of the gas market to permit consumers to choose their own suppliers; • certain consumer protection measures relating to natural gas supply contracts; • a carve-out of the natural gas distribution business; and • that the share capital of the company managing the transmission network can only be held by Gaz de France, the French State or companies or agencies from the public sector. It is planned that the privatization of Gaz de France will occur based on an agreement for industrial, commercial and financial cooperation between Suez and Gaz de France which sets out the details of the merger. This privatization method has been made possible with the adoption of Decree No. 2007-1784 of December 19, 2007 implementing Law No. 93-923 of July 19, 1993 which provides that it has been decided to transfer the majority of the share capital of Gaz de France from the public sector to the private sector and Decree No. 2008-80 dated January 24, 2008 amending Decree No. 93-1041 of September 3, 1993 implementing Law 86-912 of August 6, 1986. The objectives of the agreement for industrial, commercial and financial cooperation will subsequently be published in the Journal Officiel of the French Republic. This agreement signed on June 5, 2008 includes a description of the objectives of the merger transaction of Suez and Gaz de France which will be published in the Journal Officiel, as well as an appendix the memorandum of understanding between Suez and Gaz de France also signed on June 5, 2008. The memorandum of understanding: • sets out the rules of corporate governance of the new group described in Section 3.6 of this document; • and includes as an appendix the merger agreement whose main features are listed in Sections 2.2 to 2.4 of this document, as well as the description of the scope of the Environment business of Suez, as described in the prospectus prepared by Suez and Suez Environnement Company for the listing of the Suez Environnement Company shares for trading on the Euronext Paris market which was granted AMF visa No. 08-127 on June 13, 2008. Under Articles 3 and 4 of Law No. 86-912 of August 6, 1986 relating to the terms of the privatization and Decree No. 93-1041 of September 3, 1993 as amended, the transfer to the private sector of the majority of the share capital of Gaz de France, through the merger, may occur only with the approval by the Holdings and Transfers Commission (the “CPT”) of the financial terms of the transaction, the procedure followed and the selection of the acquiring company. Gaz de France will issue a press release informing the public of the publication of the CPT notice mentioned above, after its publication in the Official Journal. Once published in the Official Journal, the CPT notice will be available for consultation on the Gaz de France website. A decree issued by the Minister for the Economy, Industry and Employment, adopted on the approval notice from the CPT, will define the terms for the transaction. If approved by the Annual General Meetings of Suez and Gaz de France, the merger will lead to the transfer of the majority of the share capital of Gaz de France to the private sector.

2.1.4 Relationship of the new group with the French State Representation of the French State on the Board of Directors In accordance with the Law on the Energy Sector, the French State will be required to hold more than one third of the share capital of Gaz de France.

24 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In view of the French State’s interest in Gaz de France’s capital following the merger, the following specific rules will apply: • Representation of the French State on the Board of Directors: by virtue of the Decree-Law of October 30, 1935 (as amended by the Laws of July 25, 1949 and May 15, 2001), a number of seats will be reserved for the French State on the Board of Directors in proportion to its interest; the number of seats may not (i) exceed two thirds of the board seats or (ii) be less than two; • appointment of board members representing the French State: board members representing the French State will be appointed by government decree rather than by the Annual General Meeting; • employee representatives to the Board of Directors: given that Gaz de France has been included on the list of companies that may be transferred to the private sector under the Law of July 19, 1993, the provisions of Article 8-1 of the Privatization Law of August 6, 1986 will lead to Gaz de France amending its by-laws prior to the merger to specify that the Board of Directors of the combined group following the merger will include three members elected by the unified college of the employees of Suez and Gaz de France and one employee shareholder representative for the combined group following the merger (see Section 3.6.1. “Composition of the management and administrative bodies”). Pursuant to Article 39 of the Law on the Energy Sector, the Minister of Energy will appoint a government commissioner to attend the meetings of the governing bodies of Gaz de France and its transmission and distribution subsidiaries and who will attend, in an advisory capacity, the meetings of the board of directors and various committees, and be entitled to present observations to any Annual General Meeting.

Golden share of the French State Decree No. 2007-1790 of December 20, 2007 establishing a golden share for the French State in the capital of Gaz de France SA, implementing Article 39 of the Law on the Energy Sector that amends Article 224-1 of Law No. 2004-803 of August 9, 2004, transforms one ordinary share of Gaz de France SA share capital held by the French State into one golden share. The purpose of this golden share is to preserve the essential interests of France in the energy sector to ensure continuity or security of energy supplies. This golden share enables the State, on a long-term basis, to veto decisions made by Gaz de France SA (or any company assuming the rights and obligations of Gaz de France SA) and its French subsidiaries, which are intended directly or indirectly to dispose of in any form whatsoever, to transfer the operation, assign as surety or guarantee, or to change the intended use of certain assets mentioned by the decree, if it believes said decision to be contrary to the essential interests of France in the energy sector for the continuity and security of energy supplies. Pursuant to Article 2 of Decree No. 2007-1790 of December 20, 2007 and its appendix, the assets concerned by the French State’s veto rights conferred by the golden share include: • natural gas transmission and distribution pipelines in France; • assets related to natural gas distribution in France; • underground natural gas storage facilities in France; • liquefied natural gas facilities in France. Pursuant to Decree No. 93-1296 of December 13, 1993 implementing Article 10 of Law No. 86-912 as amended relating to the methods of privatization and concerning some rights attached to the golden share, and Decree No. 2007-1790 of December 20, 2007, any such decision must be reported to the Minister of the Economy. The planned transaction will be deemed authorized if the Minister of the Economy does not veto it by decree published in the Journal Officiel within one month after such declaration. This deadline can be extended by 15 days by decree from the same Minister. The Minister will have the right, prior to the expiration of the one month deadline, to waive its veto right. In the event of a veto, the Minister of the Economy will notify the company concerned of the reasons for his/her decision.

Termination of certain control powers of the French State In other respects, the planned merger-takeover transaction will lead to the termination of several supervisory powers previously exercised by the French government because of Gaz de France’s status as a publicly- owned company. These include: (i) economic and financial control by the French State and audits performed by the general inspectorate of finance, unless a decree is issued for this purpose in accordance with Article 2 of Decree No. 55-733 of May 26, 1955; (ii) audits of planned acquisitions, extension of acquisitions or

25 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 disposals thereof by Gaz de France exercised in application of Decree No. 53-707 of August 9, 1953, and (iii) audits by the French National Audit Office under Articles L. 133-1 and L. 133-2 of the Financial Jurisdictions Code (see section 3.1.12 of the Reference Document (Document de base) of Gaz de France registered with the AMF on April 1, 2005 under number I. 05-037).

Gas distribution

Gaz de France was granted a legal monopoly over gas distribution in France, which covers nearly all of the 9,202 local municipalities it served at December 31, 2007.

There are three exceptions to this monopoly resulting from: (i) the existence of non-nationalized distributors, state-owned companies and semi-public companies, under Article 23 of the Nationalization Law of April 18, 1946, with exclusive rights in their coverage areas and (ii) open bidding on new distribution concession contracts for municipalities outside the coverage area (iii) or for those coming under the coverage plan mentioned in Article L 2224-31 III of the General Code of Territorial Communities. This plan was eliminated by Articles 20 and 89 of the law of July 13, 2005.

At December 31, 2007, among the 6,253 concession contracts held by Gaz de France there are two types:

• contracts signed after 1994 (representing approximately 0.1% of contracts held by Gaz de France), based on model specifications prepared jointly by the National Federation of Concession Granting Municipalities and Gaz de France in 1994 and updated in 2007; or

• contracts signed prior to 1994, and originally compliant with the model contract specifications approved by Decree No. 61-1191 of October 27, 1961.

These specifications became a single model in 1994. The two specification models contain similar provisions, some of which are described in the Registration Document of Gaz de France on page 89.

The distribution business became a subsidiary on December 31, 2007, pursuant to Article 14 of law No. 2004-803 of August 9, 2004, as amended by law No. 2006-1537 of December 7, 2006. The corporate name of the distribution subsidiary is GrDF.

Rates

Regulated rates for electricity and natural gas

In France, regulated gas supply prices are, as in the past, set by the Ministers for the Economy and Energy on the recommendation of the Commission de régulation de l’énergie (Energy Regulatory Commission - CRE). The methods for setting these rates and the changes therein are described on pages 60-62 of the Gaz de France Registration Document (Document de Référence).

In addition, the French State approves the rates for access to certain infrastructures (transport and distribution networks, LNG terminals) as proposed by the CRE. The methods for setting these rates are described in the Registration Document (Document de Référence) of Gaz de France on pages 68, 69, 80 and 81.

Law No. 2005-781 of July 13, 2005, as ultimately amended by Law No. 2008-66 of January 21, 2008, sets out the rules according to which end consumers can benefit from regulated prices.

The previous rules essentially stemmed from the Law of July 13, 2005 in its version stemming from Law No. 2006-1537 of December 7, 2006, as censored by the Constitutional Council’s decision of November 30, 2006. The Constitutional Council’s intent was to progressively eliminate regulated prices. According to this principle, customers moving onto a site for which the prior occupants had benefited from regulated prices or customers on new consumption sites would not be eligible for regulated prices.

These rules were partly amended by Law No. 2007-290 of March 5, 2007 also amending the law of July 13, 2005 instituting the right applicable to accommodation and containing various measures in favor of social cohesion, providing that new electricity consumption sites connected to transmission and distribution networks before July 1, 2010, could benefit from regulated prices.

Law No. 2008-66 further broadened the scope of potential beneficiaries of regulated prices, while limiting the period of validity of these new rules.

26 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 For gas, as for electricity, domestic end consumers (and, for electricity, non-domestic end consumers subscribing for electrical power of 36 kVa or less) will benefit from regulated prices if they so request it before July 1, 2010, provided they have not themselves claimed eligibility for the site in question. New gas consumption sites connected to the distribution networks before July 1, 2010, can also benefit from regulated prices, following the example of what had been provided for new electricity consumption sites under Law No. 2007-290. However, contrary to electricity, this last possibility does not extend to the sites connected to transmission networks or to non-domestic consumers. Electricity, domestic end consumers who already claimed eligibility can ask to benefit from regulated prices again, at least six months after choosing market prices, if they request it before July 1, 2010.

New special electricity rates Article 15 of the Law on the Energy Sector creates a “transitional regulated market adjustment tariff” for electricity (known as TaRTAM), reserved for qualifying customers who opted for this rate before July 1, 2007. This tariff was instituted by law to compensate for the rise in electricity prices experienced by some customers who had opted for the deregulated market. The tariff, which is set by decree, will not exceed regulated tariffs by more than 25%. It is applicable over a 2-year period. According to Article 16 of the Law on the Energy Sector, the tariff is financed through payments made by (i) electricity producers operating nuclear or hydraulic plants with total installed power in excess of 2,000 megawatts and (ii) contribution to the public electricity service (financed by all electricity consumers). Decree No. 2007-689 of May 4, 2007 concerning the financing of the expenses of the transitional regulated market adjustment tariff sets the application conditions for the compensation mechanism. On June 13, 2007 the European Commission initiated an investigative procedure with respect to alleged State subsidies in favor of large and medium-sized companies in France, in the form of industrial electricity prices regulated at an artificially low level. This procedure is aimed at regulated tariffs and transitional regulated market adjustment tariffs.

CRE’s regulatory power with respect to the natural gas sector Article 10 of the Law on the Energy Sector specifies that the CRE has regulatory powers in the natural gas sector similar to its powers in the electricity sector. The CRE is therefore competent to specify, by a decision published in the Journal Officiel, rules concerning the following: duties of managers of natural gas transmission and distribution networks in terms of operation and development of such networks; duties of managers of LNG plants and those of natural gas underground storage facilities; conditions for connecting to the natural gas transmission and distribution networks; conditions for the use of natural gas transmission and distribution networks and LNG plants; concluding purchase agreements by natural gas carriers and distributors and LNG installation operators for the operation of their plants; concluding agreements by managers of natural gas transmission and distribution networks; the business scope of activities being de- merged for accounting purposes, the accounting allocation policies applied to demerge and the principles governing the financial relationship between such businesses.

Public service contract In accordance with legislation, the combined group following the merger will continue to be bound by a public service contract with the French State (while such an agreement is required by law only for Électricité de France and Gaz de France, it is optional for other companies in the electricity and gas sector). The main provisions of the current public service contract between the French State and Gaz de France for 2005-2007 are presented in the Registration Document (Document de Référence) of Gaz de France on pages 60 and 61. A new public service contract is being negotiated with the State. Gaz de France has not identified any risk related to the absence of new public service contracts with the State during this period. The legal framework of the rates applicable to clients is provided in Article VII.II of Law 2003-8 of January 3, 2003 and in Decree 90-1029 of November 20, 1990.

2.1.5 History of the merger The Board of Directors of Gaz de France and Suez approved the planned merger for Gaz de France on February 25 and 26, 2006 and for Suez on February 25, 2006 and publicly announced their planned merger through announcements made on February 25 and 26, 2006.

27 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 On May 30, 2006, following a joint request from Suez and Gaz de France, the President of the Paris Commercial Court appointed Messrs. Ricol, Ledouble and Baillot as merger auditors.

On September 2, 2007, the boards of directors of Gaz de France and Suez met again and approved the new guidelines for the merger proposal including the Spin-off-Distribution.

On November 29, 2007, as part of the consultation with employee representative bodies, the Suez Works Council issued a positive opinion on the planned merger and a negative opinion on the Spin-off-Distribution. Suez’s European council issued a negative opinion on January 7, 2008. On March 11, 2008 and May 26, 2008, the institutions representing Gaz de France’s personnel (the European Works Council and the Central Works Council) were consulted on the planned merger and privatization, and each body issued a negative opinion.

On June 4, 2008, the Board of Directors of Gaz de France held a meeting where 13 members were present and 4 members were represented and approved by majority the planned merger-takeover of Suez by Gaz de France, and specifically the proposed share exchange ratio, the net value of the assets contributed by Suez, based on the corporate balance sheet of Suez at December 31, 2007, the draft agreement for industrial, commercial and financial cooperation, the assumption of Suez’ liabilities for Suez stock options and bonus shares, the treatment of Suez depository receipts, the impact of the merger on Suez’ liabilities and the subrogation of Gaz de France with respect to commitments received and granted by Suez. The Board of Directors of Gaz de France also received the draft prospectus and draft Registration Statement on Form F-4 and decided to recommend to the shareholders of Gaz de France to vote in favor of the merger. Finally, it convened by majority an extraordinary and ordinary meeting of Gaz de France to approve the proposed merger as well as some changes to the by-laws and financial authorizations to the Board of Directors and the appointment of new board members.

On June 4, 2008, the Board of Directors of Suez held a meeting where all members were present and unanimously approved (i) the planned merger-takeover of Rivolam by Suez, (ii) the planned contribution of Suez Environment shares to Suez Environnement Company, (iii) the distribution of 65% of Suez Envi- ronnement Company shares by deduction from the “additional paid-in capital”, and the listing of Suez Environnement Company for trading on Euronext Paris and Euronext Brussels and (iv) the planned merger- takeover of Suez by Gaz de France, and specifically the proposed share exchange ratio, the net value of the assets contributed by Suez, based on the corporate financial statement of Suez at December 31, 2007, the draft agreement for industrial, commercial and financial cooperation, the impact of the merger on Suez’ debts and the subrogation of Gaz de France with respect to commitments received and granted by Suez. The Suez Board of Directors also reviewed the draft prospectus and decided to submit to the Extraordinary and Ordinary Shareholders’ Meeting of Suez shareholders called for that purpose, the proposed merger-takeover of Rivolam by Suez, the contribution of Suez Environment shares to Suez Environnement Company, and the distribution of 65% of Suez Environnement Company shares by deduction from the “additional paid-in capital”, the approval of certain regulated agreements, and the merger-takeover project of Suez and Gaz de France.

On June 5, 2008, Gérard Mestrallet, Chairman and CEO of Suez and Jean-François Cirelli, Chairman and CEO of Gaz de France, both duly authorized for the purposes thereto by the Board of Directors of Suez and the Board of Directors of Gaz de France respectively, signed the merger agreement and the industrial, commercial and financial cooperation agreement.

2.1.6 Advantages of the transaction for the company receiving the asset contributions and its shareholders

The advantages of the transaction for the company receiving the asset contributions and its shareholders are presented in Sections 2.1.2(b) “Reasons for the merger” and 2.1.2(c) “Benefits expected from the merger”.

2.1.7 Advantages of the transaction for the company making the asset contributions and its shareholders

The advantages of the transaction for the company making the asset contributions and its shareholders are presented in Sections 2.1.2(b) “Reasons for the merger” and 2.1.2(c) “Benefits expected from the merger.”

28 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.2 Legal aspects of the transaction 2.2.1 General description of the transaction The transaction consists of a merger-takeover of Suez by Gaz de France, preceded by a certain number of transactions aimed at allowing Suez to distribute to its shareholders 65% of the shares comprising the capital of Suez Environnement Company.

(a) Pre-merger transactions The merger will be preceded by the transactions below, expected to occur within the Suez Group: • internal reclassifications within the Suez Group, mainly aimed at centralizing all Suez group environmental activities within Suez Environment and its subsidiaries; • takeover of Rivolam by Suez through a simplified merger; Rivolam is a French société anonyme (joint stock corporation), with headquarters located at 16, rue de la Ville l’Evêque 75008 Paris (registered in the Trade Register under number 430 440 586 RCS Paris), wholly owned by Suez and which in turn holds the shares of Suez Environment (a French société anonyme (joint stock corporation) with registered offices at 1 rue d’Astorg, 75008, Paris, registration No. 410 118 608 RCS Paris) as the principal asset (the “Rivolam merger”); • distribution by Suez to its shareholders (other than itself) of 65% of the shares of its Suez Envi- ronnement Company (a French société anonyme (joint stock corporation) with registered offices at 1 rue d’Astorg, 75008, Paris, registration No. 433 466 570 RCS Paris) subsidiary, to which it would have previously transferred all the shares of Suez Environment through a partial transfer of assets subject to the legal regime applicable to spin-offs (the “Spin-off-Distribution”). The distribution by Suez of Suez Environnement Company shares will be carried out in the context of the provisions of Article 115-2 of the French General Tax Code16, by direct deduction from the additional paid- in capital on the Suez balance sheet. Suez Environnement Company shares will be listed for trading on the regulated markets of Euronext Paris and Euronext Brussels. A prospectus for the listing of the Suez Environnement Company shares for trading on the Euronext Paris market describing in detail the Spin-off- Distribution and the main internal reclassifications has been prepared for this purpose by Suez and Suez Environnement Company. The Autorité des marchés financiers granted the prospectus Visa No. 08-08-127, on June 13, 2008. The Suez stock option and bonus share plans will be adjusted to reflect this distribution, in accordance with applicable legal and regulatory provisions and the regulations of the different plans. The takeover of Rivolam and the Spin-off-Distribution will be approved by the Suez shareholders’ meeting called to approve the merger and will be carried out immediately before the completion of the merger. The report prepared by Messrs. Ricol (2 avenue Hoche, 75008 Paris) and Ledouble (99 bld Haussmann, 75008 Paris) in their capacity as contribution auditors (as appointed by the President of the Commercial Court of Paris in an order dated October 17, 2007) on the value of the contributions as part of the merger- takeover of Rivolam by Suez is reproduced for informational purposes in Appendix 1 of this document.

(b) Merger transaction (i) Date of the planned merger agreement The draft merger agreement was signed on June 5, 2008. (ii) Balance sheet date of the financial statements used to determine the value of the assets contributed The merger conditions were defined by Gaz de France and Suez on the basis of the corporate and consolidated financial statements as at December 31, 2007 which were audited by their respective statutory auditors and approved by their respective shareholders’ meetings on May 19 and May 6, 2008. (iii) Conditions precedent and retroactive date of the transaction

16 Provided that the tax approval applied for has been obtained from the French tax authorities, noting that said approval was accepted in principle by the French tax authorities in a letter dated June 3, 2008.

29 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Subject to the completion of the conditions precedent described below, the legal effective date of the merger will be 00:00 hours on the day that the Suez Environnement Company shares are listed for trading on Euronext Paris as indicated in the notice of listing from Euronext Paris (the effective date of completion of the merger). The merger will take place immediately after the Rivolam merger, followed by the Spin-off — Distribution. Suez Environnement Company shares will be listed for trading on Euronext Paris on the same day, when this market opens. The shares will also be listed for trading on Euronext Brussels on the same day, at the opening of such market. The admission of Suez Environnement Company shares for trading on Euronext Paris and Euronext Brussels is currently scheduled for July 22, 2008 at 9:00 a.m. In accordance with the provisions of Article L.236-4 of the French Commercial Code, it is hereby specified that the planned merger will take effect retroactively as of January 1, 2008, with respect to accounting and taxation, so that the results of all transactions carried out by Suez from January 1, 2008 to the effective date of the merger will accrue exclusively to the profit or expense of Gaz de France, since these transactions will be deemed to have been carried out by Gaz de France. In the event these conditions precedent are not completed by December 31, 2008, the merger agreement will, unless the period is extended, become null and void. Conditions precedent: • Approval by Suez’s Annual General Meeting of the merger-takeover of Rivolam. • Approval by the Annual General Meetings of Suez and Suez Environnement Company and implementation of the contribution of Suez Environment shares to Suez Environ- nement Company. • Approval by the Suez Annual General Meeting and distribution of 65% of Suez Environnement Company’s shares. • Signature of the shareholders’ agreement concerning Suez Environnement Company. • Euronext Paris decision to authorize the trading of Suez Environnement Company shares on Euronext Paris. • Approval of the planned merger and in particular the winding-up without liquidation of Suez following the merger by Suez’ combined ordinary and extraordinary meeting. • Approval by Gaz de France’s Extraordinary General Meeting of the merger and the associated capital increase, as described in the merger agreement. • Approval by Gaz de France’s Extraordinary General Meeting of the assumption of Suez’s obligations for stock options and bonus shares, as well as the cancellation, if applicable, of the corresponding preferential subscription rights. • Enforcement of the decree from the Minister of the Economy, Industry and Employment setting the transaction procedures (setting the exchange ratio and assumption of option plans) adopted on the approval notice from the Commission on Holdings and Transfers. • Publication of the objectives of the industrial, commercial and financial cooperation agreement between Gaz de France and Suez.17 The shareholders’ agreement relative to Suez Environnement Company was signed on June 5, 2008. (iv) Material transactions impacting the share capital of Gaz de France and Suez and the distributions to occur between the date of signature of the merger agreement and the effective execution date of the merger.

17 In accordance with decree no. 93-1041 of 3 September 1993 as modified pursuant to the implementation of Act no. 86-912 of 6 August 1986 as modified concerning privatisation procedures, a notice of the Minister of the Economy, Industry and Employment, notably aimed at informing the public of the objectives of the industrial, commercial and financial agreement, will be published in the Official Journal.

30 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Aside from the transactions described in 2.2.1 (a), if there is a transaction impacting the share capital of Gaz de France or Suez, or a dividend distribution by Gaz de France or Suez approved or carried out from the date that the merger agreement is signed to the effective completion of the merger, the merger agreement will be automatically terminated, unless otherwise agreed by the parties. (v) Date of the meetings of the Board of Directors of Gaz de France and Suez approving the merger The Board of Directors of Gaz de France at its meeting of June 4, 2008 approved the transaction by a majority of its members present or represented, and the Board of Directors of Suez at its meeting of June 4, 2008 approved the merger by a majority of its members present or represented. (vi) Date of filing of the proposed merger with the Paris Commercial Court The proposed merger agreement was filed with the clerk of the Paris Commercial Court on June 6, 2008, under numbers 50718 and 50744.

2.2.2 Tax treatment of the merger (a) French tax system (i) For companies participating in the merger-takeover • Corporate income tax The merger-takeover of Suez by Gaz de France is governed by Article 210 A of the French General Tax Code (“CGI”); the acquiring company assumes all commitments stipulated in this Article. Furthermore, from January 1, 2008, the merger takeover of Suez will result in the termination of the tax consolidation group constituted by Suez. The members of the Suez tax group, other than those that are to be directly or indirectly contributed to Suez Environnement Company as part of the Spin-off- Distribution prior to the Suez merger-takeover, will join the tax group constituted by Gaz de France from January 1, 2008, through the merger-takeover, in accordance with the provisions of Article 223 L 6 c of the French General Tax Code. The members of the Suez tax group that are directly or indirectly contributed to Suez Environnement Company as part of the Spin-off-Distribution prior to the Suez merger- takeover, will join the tax group constituted by Suez Environnement Company from January 1, 2008 in accordance with the provisions of Article 223 L 6 g of the French General Tax Code. A request for approval has been filed with the French tax authorities to allow, in accordance with the provisions of Articles 223 I 5 and 223 I 6 of the French General Tax Code, the transfer to Gaz de France of the tax losses of the entire Suez tax group that may still be carried forward at December 31, 2007, which have been formed by the subsidiary members of the tax group who will be joining the Gaz de France tax group from January 1, 2008 as well as Suez as part of its energy business. The amount of the tax deficits for which transfer to Gaz de France has been requested totals A1.7 billion. Moreover, the divestiture of the Suez tax group will generate, for fiscal year 2008, an additional deficit estimated at A0.8 billion for GDF Suez. Approval requests and supplemental approval requests have also been filed with the French tax authorities in order to: • submit the Spin-off-Distribution to the preferential tax treatment set out in Articles 210 B and 115-2 of the French General Tax Code and to ensure that the benefits of this preferential tax treatment are undisputed under this merger-takeover herein set forth; • enable, pursuant to the provisions of Articles 223 I 5 and 223 I 7 of the French General Tax Code, the transfer to Suez Environnement Company of the tax losses of the entire Suez tax group that may still be carried forward at December 31, 2007, which have been formed by the subsidiary members of the Suez tax group that will be joining the Suez Environnement Company tax group from January 1, 2008. The amount of the tax deficits for which a transfer has been requested totals A0.5 billion.

31 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The authorizations and authorization follow-up decisions were approved in principle by the French tax authorities by letters dated June 3, 2008. Registration fees Subject to the registration fees due, if applicable, for the transfer of ownership of buildings and real property rights from Suez to Gaz de France, the merger of Suez with Gaz de France is subject only to a flat-rate tax of A500, in accordance with the provisions of Article 816 of the French General Tax Code. (ii) For shareholders of the companies participating in the merger-takeover Shareholders should note that the information contained in this prospectus is only a summary of the French tax treatment applicable under current legislation and current French tax regulations; they should discuss their specific situation with their regular tax advisor. Non-French tax residents should comply with the tax regulations in force in their country of residence subject to the application of an international tax convention signed by France and such country. • For shareholders of the acquiring company (Gaz de France) The merger is not a tax generating event for the shareholders of the acquiring company. • For shareholders of the acquired company (Suez) The merger will result in the issue of shares of the acquiring company to the shareholders of the acquired company in consideration for their shares in the latter company; in application of Article 115-1 of the French General Tax Code, this allotment is not considered a distribution of investment income. The tax treatment with respect to capital gains or losses recorded during the merger as a result of the exchange of shares of the acquired company for shares of the acquiring company is described below: (A) Individual French tax residents with Suez shares as part of their private portfolio who do not carry out stock market transactions under conditions akin to business transactions. Pursuant to Article 150-0 B of the French General Tax Code, the capital gain or loss from the exchange of Suez shares for Gaz de France shares resulting from the merger is not included in the determination of income tax for the year of the exchange since this exchange is akin to a step with respect to income tax. This results in the following: — taxpayers do not need to declare the share exchange and are entitled to defer for tax purposes any capital gain arising from the exchange; this applies automatically without the shareholder having to request it; — the share exchange is not included in the calculation of the annual threshold for sales of marketable securities stipulated in Article 150-0 A of the French General Tax Code (currently set at A25,000); and — any capital loss arising from the exchange cannot be carried forward and therefore cannot be offset against capital gains in the year of the exchange or ten years thereafter. The tax deferral will cease on disposal, acquisition, redemption or cancellation of the Gaz de France shares received in the exchange. The net gain or loss realized at the time of a subsequent sale of the shares will be calculated based on the taxable cost of the Suez shares exchanged as part of the merger. The effective taxation of net gains realized at that time is contingent on exceeding the aforementioned annual threshold for the year of sale of the Gaz de France securities received in the exchange. In accordance with Article 150-0 D bis of the French General Tax Code (CGI), capital gains on the sale of Gaz de France shares are reduced by an allowance of one third for each year the shares are held after the fifth year, provided the taxpayer can furnish proof of the duration and the uninterrupted holding period of the Gaz de France shares sold.

32 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Pursuant to this Article, the duration of the holding period is determined as follows: — for the sale of shares received through an operation mentioned in Article 150-0 B of the French General Tax Code: from January 1, 2006 or, if subsequently, from January 1 of the year of acquisition of the shares submitted for exchange (recovery of prior rights); and — for the sale of shares or rights after the closing of a PEA or withdrawal after the eighth year: from January 1, 2006 or, if subsequently, from January 1 of the year in which the seller has ceased to benefit from the special PEA treatment for those shares. With respect to Suez shares subject to a tax deferral (the case of capital gains realized prior to January 1, 2000 and entitled to a tax deferral by virtue of Articles 92 B II and 160 I ter of the French General Tax Code, applicable at the time), the capital gains to be carried forward will be deferred automatically until a future disposal, acquisition, redemption or cancellation of the Gaz de France shares received in the exchange, subject to compliance with applicable tax declaration requirements. Special treatment of shares held in a PEA Persons holding Suez shares in a French personal equity savings plan established by Law No. 92-666 of July 16, 1992 (“PEA”), who include the Gaz de France shares received in the exchange in their PEA, will be granted an income tax exemption for this exchange, subject to compliance with the special terms and conditions applicable to a PEA notably with respect to the duration of the plan. It is hereby specified that when the PEA is closed (if more than five years after it was opened) or in a partial withdrawal (if more than eight years after the date on which the PEAwas opened), the net gain realized since the opening of the plan is entitled to an income tax exemption but is still subject to general social security contributions (“CSG”), contributions for the repayment of social debt (“CRDS”), a 2% social security withholding tax and the 0.3% surtax on this withholding tax; it should however be noted that the effective contribution and withholding rates will vary depending on the date on which such gain was earned or recorded. Capital losses suffered within a PEA in general can offset only capital gains realized in the same context. However, if the PEA is terminated prior to expiry of the fifth year or, as of January 1, 2005 and under certain conditions (set forth in Article 150-0 A-II-2 bis of the French General Tax Code), if the PEA is terminated after expiry of the fifth year when the net asset value of the plan is below the amount of payments made into the plan since its inception, any capital loss arising therefrom can offset capital gains of the same type earned in the same year or during the ten years thereafter, provided that the aforementioned annual threshold of marketable securities is exceeded during the year in which the capital loss was realized. Tax treatment of Suez shares forming fractional Gaz de France shares Holders of fractional Suez shares who are residents of France for tax purposes will be subject to the tax treatment applicable to Gaz de France shares described in Section 2.2.3. (i), subject to the following: For the requirements of Article 150-0 D bis of the French General Tax Code, Gaz de France shares acquired through fractional rights will be deemed as having been acquired on the first day of the year of acquisition of the most recently acquired fractional rights which entitle the holder, on the basis of the merger exchange ratio, to the allotment of Gaz de France shares. For shareholders who are French residents for tax purposes, the payment of their brokerage fees by the merged entity will not give rise to any taxation. On the other hand, only the surplus portion of those brokerage fees will be deductible from any subsequent capital gain on the sale of Gaz de France shares (or fractional rights). (B) Legal entities resident in France subject to corporate income tax Pursuant to Article 38-7 bis of the French General Tax Code, a gain or loss realized in the exchange of securities following the merger can: • either be included in income for the fiscal year in which the merger occurred (general treatment):

33 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 General treatment Capital gains realized on the exchange of securities, equal to the difference between the value of Gaz de France shares received in the exchange and the taxable cost of the Suez shares, are 1 subject to corporate income tax at the general rate of 33 ⁄3% plus, if applicable, a social security contribution of 3.3% (Article 235 ter ZC of the French General Tax Code), which applies to the amount of corporate income tax less a tax allowance of up to A763,000 per twelve-month period. Some legal entities, under conditions set forth in Articles 219-I b and 235 ter ZC of the French General Tax Code, may be entitled to a reduced corporate tax rate of 15% and a waiver of the 3.3% social contribution. Capital losses realized during the exchange of securities holdings, in principle, will be deducted from taxable earnings in the corporate income tax of such legal entity.

Special treatment of long-term capital gains For fiscal years beginning on or after January 1, 2007, in accordance with the provisions of Article 219 1-a quinquies of the French General Tax Code, the net capital gains from the disposal of securities held for more than two years and considered as equity-based securities will be exempt from corporate income tax except for a portion of the costs and expenses equal to 5% of the net capital gains, which is reported as taxable income subject to the general tax rate. Equity-based securities as defined by Article 219 I-a quinquies of the French General Tax Code are shares (other than shares of predominantly real estate companies) which are treated as equities for accounting purposes, and shares acquired under a public tender or exchange offer by the company initiating it, as well as securities that entitle the holders to apply the parent- subsidiary tax treatment stipulated in Articles 145 and 216 of the French General Tax Code. Some legal entities may be entitled to a waiver of the 3.3% social contribution under conditions stipulated in Article 235 ter ZC of the French General Tax Code. Long-term capital losses resulting from the disposal, in a given fiscal year, of shares included in the category of equity securities which meet the conditions for tax exemption on capital gains, may only offset similar long-term capital gains realized in the same fiscal year (thereby reducing by 5% the portion of the long-term net capital gains still subject to corporate income tax at the general tax rate) and cannot be carried over to subsequent fiscal years. • or be included in income for the fiscal year during which the Gaz de France shares received in exchange are later sold (tax deferral treatment): A gain or loss resulting from a subsequent disposal of Gaz de France shares received in the merger will be determined by reference to the taxable cost of the Suez shares when held by the shareholder in question. This profit or loss will be included in taxable income for the fiscal year in which the disposal occurred in accordance with the tax treatment applicable to Gaz de France shares as of that date. Pursuant to Article 39 duodecies of the French General Tax Code, Gaz de France shares received, as a result of the merger, by legal entities which are shareholders of Suez, will be deemed as having been acquired on the same date as the Suez shares submitted for exchange (assumption of prior rights). Under the terms of the provisions of Article 54 septies of the French General Tax Code, legal entities that opt for the tax deferral treatment stipulated in Article 38-7 bis of the French General Tax Code are subject to special reporting requirements. Failure to report or inaccurate or incomplete documents stipulated in the abovementioned Article leads to a penalty of 5% of the amounts omitted. (C) Shareholders resident for tax purposes outside France Subject to any applicable double taxation conventions, capital gains realized on an exchange of shares by individuals who are not French tax residents as defined by Article 4B of the French General Tax Code or by legal entities with registered offices located outside France (without a

34 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 taxable permanent establishment or fixed base in France which has recorded the securities exchanged as assets) are not subject to taxation in France. Such non-taxation applies if the aforementioned persons have not, at any time during the five years preceding the merger, held directly or indirectly with their spouse, ascendants or descendants, the ascendants or descendants of their spouse, corporate rights entitling them to more than 25% of the profits of the company the securities of which are exchanged. Shareholders who are non French tax residents should in general seek information about the taxation applicable in their specific case. (D) Other shareholders Suez shareholders subject to a tax treatment other than those presented above, notably taxpayers performing stock market transactions under conditions similar to a professional activity or those that have listed their securities under assets on their balance sheets should study their individual tax situation with their regular tax advisor.

(b) Belgian tax treatment Shareholders should note that the information contained in this prospectus is only a summary of the Belgian tax treatment applicable under current legislation and current Belgian tax regulations and they should discuss their specific situation with their regular tax advisor. (i) For shareholders of the acquiring company (Gaz de France) The merger is not a tax generating event for the shareholders of the acquiring company. (ii) For shareholders of the acquired company (Suez) The merger will result in the issue of shares of the acquiring company to the shareholders of the acquired company in consideration for their shares in the latter company; in accordance with Article 211 of the 1992 Income Tax Code (“C.I.R.”), this allotment is not considered a distribution of investment income. The Belgian treatment of capital gains or losses arising from the merger as a result of an exchange of shares of the acquired company for shares of the acquiring company is described below: (A) Belgian individual tax residents holding shares in their private portfolio Belgian individual tax residents privately holding Suez shares are not, in general, subject to tax on capital gains arising from the exchange of their Suez shares for Gaz de France shares. Capital losses are not deductible when determining the tax due by individuals. (B) Belgian individual tax residents holding shares for business purposes For Belgian individual tax residents holding Suez shares for business purposes, the Gaz de France shares received in exchange will have the same tax value as the Suez shares, under the provisions of Article 45, Section 1 of the C.I.R. Therefore no capital gain or loss will be recorded for this transaction. (C) Belgian resident legal entities subject to corporate income tax Legal entities resident in Belgium, which hold Suez shares for business purposes, are subject to corporate income tax under the same provisions as individual residents in Belgium as follows: the Gaz de France shares received in the exchange will have the same tax value as the Suez shares, under the provisions of Article 45, section 1 of the C.I.R. Therefore no capital gain or loss will be recorded for this transaction. (D) Belgian resident legal entities subject to income tax on legal entities Belgian resident legal entities subject to income tax on legal entities are not subject to tax on capital gains realized in the exchange of their Suez shares for Gaz de France shares. The capital losses realized on Suez shares are not deductible for determining the tax of legal entities.

35 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (E) Other shareholders Suez shareholders subject to a tax treatment other than those stipulated above should inquire about their specific tax situation with their regular tax advisor.

(c) Luxembourg tax system Shareholders should note that the information contained in this prospectus is only a summary of the Luxembourg tax treatment applicable to merger transactions under current Luxembourg legislation and tax regulations and that they should review their specific situation with their regular tax advisor. (i) For shareholders of the acquiring company (Gaz de France) The merger will not be a tax generating event for the shareholders of the acquiring company. (ii) For shareholders of the acquired company (Suez) An exchange of shares for Luxembourg shareholders regardless of whether they are individuals or legal entities may not have any tax impact in the context of a merger, under certain conditions. An exchange of shares with no tax impact is an option offered to Luxembourg shareholders that they may waive. Insofar as the exchange of shares takes place with no tax impact, the interest of Luxembourg shareholders in the capital of Gaz de France, following the merger, is deemed vested at the acquisition date and acquisition value of Suez shares. (A) Luxembourg individual residents holding shares in their private portfolio If an individual holds shares for non-business purposes, Article 102 (10) of the Income Tax Law (“L.I.R.”) stipulates that the shares received in the exchange are deemed to be the same assets as the shares previously held. Accordingly, those taxpayers will have no capital gain on the exchange of shares if they have not waived application of Article 102 (10) of the L.I.R. (B) Luxembourg individual residents holding shares for business purposes If the shares held by an individual are listed under the net assets of a business, Article 22 bis of the L.I.R. stipulates that the shares received in the exchange are deemed to be the same assets as the shares previously held. Accordingly, those taxpayers will have no capital gain on the exchange of shares if they have not waived the application of Article 22 bis of the L.I.R. (C) Luxembourg resident joint stock companies For legal entities that are resident joint stock corporations in Luxembourg, Article 22 bis of the L.I.R. stipulates that the securities received in the exchange are deemed to be the same assets as the securities previously held. Accordingly, those taxpayers will have no capital gain on the exchange of shares if they have not waived the application of Article 22 bis of the L.I.R. (D) Other Luxembourg tax resident shareholders Suez shareholders subject to a tax treatment other than those stipulated above should inquire about their specific tax situation with their regular tax advisor.

2.2.3 Tax treatment for Gaz de France shares received in the exchange (a) French tax system Shareholders should note that the information contained in this prospectus is only a summary of the French tax treatment applicable under current legislation and current French tax regulations; they should discuss their specific situation with their regular tax advisor. Non-French tax residents should comply with the tax regulations in force in their country of residence subject to the application of international double tax treaties signed by France and such country.

36 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (i) French tax residents (A) Individuals residing in France for tax purposes and holding Gaz de France shares in their private portfolio without performing stock market transactions under conditions akin to business transactions

Dividends As a rule, dividends are included in determining taxpayers’ total income and are taxed at a progressive scale within the category of investment income in the year they are received. Under the provisions of Article 158 of the French General Tax Code, in such a case, they are first entitled to an annual uncapped allowance of 40% on the amount of distributed income (hereinafter referred to as “the 40% allowance”) and secondly to an annual allowance applicable after the 40% allowance, of A3,050 for married couples and for partners in a civil solidarity pact filing jointly and of A1,525 for single, widowed, divorced or married taxpayers filing separately. In addition, pursuant to Article 200 septies of the French General Tax Code, a tax credit is granted to individual shareholders. It is equal to 50% of the dividend received (before application of the 40% Allowance and the A1,525 or A3,050 discount as applicable), capped at A230 for married couples and partners in a civil solidarity pact filing jointly and A115 for single, widowed, divorced or married taxpayers filing separately. This tax credit can be charged against income tax due for the year the dividends are received. If it exceeds the tax due, the excess is refunded if it amounts to at least A8. Furthermore, the amount of dividend income, before the application of the 40% allowance and the A1,525 or A3,050 discount as applicable, is subject to four social security charges on investment income: — CSG at a rate of 8.2% of which 5.8% is deductible from total taxable income for the year in which it is paid; — CRDS at the rate of 0.5%; — social security charge of 2%; and — the surtax on the 2% social security charge at a rate of 0.3%. These social security charges are withheld when the institution paying the income distributed subject to said charges is based in France. As an exception to their inclusion for determination the total income subject to the progressive income tax in the category of revenues from securities for the year in which they are received, dividends that meet the conditions required to obtain the 40% reduction set out in Article 158 3 2™ of the French General Tax Code may, under Article 117 quater of the abovementioned code, and if the beneficiary so chooses, be subject to a flat-rate withholding set at 18% of a base equal to the gross amount. This flat payment does not include the benefits of the allowances and tax credits stipulated in Articles 158 and 200 septies respectively of the French General Tax Code mentioned above. Dividends subject to the fixed withholding of 18% are also subject to the four social security taxes due on income from holdings: — CSG at a rate of 8.2%; — CRDS at a rate of 0.5%; — social security withholding of 2%; and — the surtax on the aforementioned 2% social security withholding at a rate of 0.3%. These social security taxes are withheld by the institution paying the distributed income subject to said taxes.

37 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Capital gains

Pursuant to Article 150-0 A of the French General Tax Code, the full amount of capital gains arising from the sale of Gaz de France shares earned by individuals are subject to income tax at a fixed rate currently set at 18%, from the first euro. This applies if the taxpayer concerned exceeds the threshold, per calendar year, for sales of marketable securities currently set at A25,000 in respect of marketable securities and other rights or securities described in Article 150-0 A of the French General Tax Code (excluding notably exchanges of securities entitled to tax deferrals as stipulated in Article 150-0 B of the French General Tax Code and exempt disposals of securities held in a previously defined PEA).

The four social security charges listed below are added to such tax based on the same condition for calculating the annual total sales of marketable securities:

— CSG at the rate of 8.2%;

— CRDS at the rate of 0.5%;

— social security charge of 2%; and

— the surtax on the aforementioned 2% social security charge at a rate of 0.3%.

Pursuant to Article 150-0 D bis of the French General Tax Code, capital gains on the sale of Gaz de France shares are reduced by a one-third allowance for each year they are held beyond their fifth year provided that the taxpayer can prove such duration as well as the uninterrupted holding of the Gaz de France shares sold.

For the application of this Article, the duration of holding is counted:

— for the sale of shares received in the transaction referred to in Article 150-0 B of the French General Tax Code, as of January 1, 2006, or in the case of a later date, as of January 1 of the year of acquisition of the shares submitted for exchange; and

— for sale of securities or rights after a PEA savings account has been closed or withdrawal of the securities or rights after the PEA’s eighth year, as of January 1, 2006 or if later, after January 1 of the year during which the seller stopped being entitled to the special PEA tax treatment in relation to such securities.

The one-third allowance however does not apply to the calculation of the four aforementioned social security charges, which are still applicable even in cases of a full income tax exemption on all net gains arising from such sale.

In accordance with the provisions of Article 150-0 D 11 of the French General Tax Code, any capital losses from the disposal of marketable securities, corporate rights or related securities incurred during a year can be offset against capital gains of the same type earned during the same year and can be carried forward for offset in the next ten years, provided that the capital losses result from taxable transactions, which means specifically only if the annual A25,000 threshold for disposals referred to above has been exceeded in the year in which the capital loss was incurred. For the purposes of these provisions, gains of the same type include, in addition to the capital gains referred to in Article 150-0 A of the French General Tax Code (which include net taxable gains in the case of early redemption of a PEA prior to the end of the fifth year following the opening of such PEA), income on warrants (Article 150 decies of the French General Tax Code) and gains earned on negotiable options (Article 150 nonies of the French General Tax Code).

The one-third allowance referred to above is also applicable to capital losses, so that in case of the sale of securities held for longer than eight years, the capital loss realized cannot be charged either against any capital gains during the same year or against capital gains earned during the ten years thereafter and, in case of a sale between five and eight years, capital losses may only be offset partially.

38 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Special treatment of shares held in a personal equity savings plan (PEA) Under certain conditions a PEA entitles taxpayers (i) for the life of the PEA to an exemption from income tax and social security charges for net income and net capital gains on investments made within the PEA, provided that such income and capital gains are kept in the PEA and (ii) when the PEA is closed (if after more than five years from the date on which the PEA was opened) or on the occasion of a partial withdrawal (if after more than eight years from the date on which the PEAwas opened) to an exemption from income tax on net gains earned since the opening of the plan. Such income or capital gains remain nevertheless subject to CGS, CRDS, social security charges, and to a contribution in addition to such charges; it is however specified that the effective rate of such contributions and charges vary depending on the date on which such gains were earned or reported. Income received under a PEA also entitles taxpayers to a tax credit equal to 50% of the amount of the dividend received and capped at A115 or A230, as applicable (see above 2.2.3 (a)). Capital losses incurred under the PEA in general can only offset capital gains realized in the same context. However, if the PEA is terminated prior to expiry of the fifth year or, as of January 1, 2005 and under certain conditions (set forth in Article 150-0 A-II-2 bis of the French General Tax Code), if the PEA is terminated after the end of the fifth year when the net asset value of the plan is below the amount of payments made into the plan since its inception, any capital loss arising therefrom can offset capital gains of the same type earned in the same year or during the ten years thereafter, provided that the aforementioned annual threshold of securities is exceeded during the year in which the capital gain was realized. (B) Resident legal entities subject to corporate income tax

Dividends Legal entities that do not qualify as parent companies in France Legal entities holding less than 5% of the capital of Gaz de France do not qualify as parent companies for the purposes of the application of the tax treatment set forth in Articles 145 and 216 of the French General Tax Code. Dividends received by such companies are included in taxable income and are subject to 331 corporate income tax at the rate of ⁄3% plus, if applicable, a social security contribution of 3.3% under the conditions presented above. Some legal entities, under conditions set forth in Articles 219-I b and 235 ter ZC of the French General Tax Code, may be entitled to a reduced corporate tax rate of 15% and a waiver of the 3.3% social contribution.

Legal entities entitled to the parent-subsidiary tax treatment Legal entities that meet the conditions specified under Articles 145 and 216 of the French General Tax Code may be entitled to an exemption on the dividends received pursuant to the parent-subsidiary treatment. Article 216 I of the French General Tax Code stipulates however that a portion of the costs and expenses set at a flat 5% of the amount of dividends received, tax credit included, must be added back into taxable income at the general statutory rate of the legal entity receiving such dividends. Such portion cannot however exceed for each tax period the total amount of costs and expenses of all types declared by the legal entity receiving the dividends during the same period.

Capital gains General treatment Capital gains realized on the sale of marketable securities are, in general, included in 331 taxable income subject to corporate income tax at the general tax rate of ⁄3% plus, if applicable, a social security contribution of 3.3% under the conditions presented above.

39 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Some legal entities, under conditions set forth in Articles 219-I b and 235 ter ZC of the French General Tax Code, may be entitled to a reduced corporate tax rate of 15% and a waiver of the 3.3% social contribution. The capital losses realized at the time the marketable securities were sold will be deductible from income subject to the legal entity’s corporate income tax.

Dividends Dividends distributed by Gaz de France are generally subject to a withholding tax: — paid at a rate of 18%, when the individual shareholders receiving the payment are tax residents in a Member State of the European Community other than France or in another State that is party to the agreement on the European Economic Area (EEA) and has signed a tax convention with France, which includes an administrative assistance clause aimed at fighting fraud or tax evasion, or at a rate of 25% in the other cases; and — withheld by the dividend paying company when the effective beneficiary’s tax domicile or registered office is located outside France. However, this withholding tax may be reduced, or even eliminated, under either Article 119 ter of the French General Tax Code, under certain conditions for resident shareholders of the European Community, or international double tax treaties. Those Gaz de France shareholders concerned are advised to consult their regular tax advisor to determine whether the provisions of such treaties may apply to their particular case and to know what procedures are needed to apply these treaties. The tax credit attached to the income distributed by companies established in France is 50% of the dividend amount received and is capped at either A115 or A230 (see 2.2.3. (a) above). This credit may be refunded to non-resident individual shareholders when the treaty between France and the shareholder’s resident country so stipulates.

40 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Capital gains Under the terms of treaties that eliminate any applicable double taxation, capital gains earned on the sale of shares by persons who are not tax domiciled in France as defined by Article 4 B of the French General Tax Code or whose registered office is located outside France (without having a permanent establishment or a fixed base subject to French tax on the assets under which the shares would be registered) are not taxed in France. This non-taxation applies if the aforesaid persons did not have an equity stake representing over 25% of the rights in the corporate profits of Gaz de France at any time over the five years prior to the sale that was held either directly or indirectly, alone or with their family members. Shareholders who are not French residents should, in general, seek information about the taxation applicable to their specific case. (iii) Other shareholders Gaz de France shareholders who are subject to a tax treatment other than those mentioned above, notably taxpayers who trade stocks under conditions similar to a professional or who have registered their securities on their business balance sheet, are invited to review their individual income tax situation with their tax advisor.

(b) Belgian tax system Shareholders should note that the information contained in this prospectus is only a summary of the Belgian tax treatment applicable under current legislation and current Belgian tax regulations and that they should discuss their specific situation with their regular tax advisor. (A) Belgian individual residents with shares in their private portfolio

Dividends A flat 25% withholding tax is generally levied on net dividend income originated in France and received from a Belgian financial institution. Individuals who receive dividends directly abroad will be required to report the net dividend income on their Belgian tax return and will pay a tax at a separate rate, generally 25% plus any additional local levies. However, Article 269 of the French General Tax Code reduces the 25% rate to 15% when the dividends are paid on Gaz de France shares issued to the public from January 1, 1994 and which do not confer any special rights to their holders over the other shares issued by the company (VVPR tax treatment, the legal aspect of which is described in Section 2.2.7. “Treatment of share certificates and VVPR strips). Only the amount of the cash contribution that exceeds the sale price is applied to the reduced 15% withholding rate in the event of a sale: • by individuals or legal entities who have signed or on whose behalf the certificate of incorporation was signed or, in the case of incorporation through public subscription, who have signed the draft certificate of incorporation, • by shareholders, directors, or managers of the company that sold either assets allocated before January 1, 1994 to exercise their professional activity, or shares or units making up their assets, or assets that belonged to a company in which they were shareholders, directors or managers before January 1, 1994. At the time of the merger between Suez and Gaz de France, and inasmuch as Suez shares along with the related Suez VVPR strips will be exchanged for Gaz de France shares accompanied by Gaz de France VVPR strips, the aforementioned Section 10 of Article 269 of the French General Tax Code allows taxpayers applying the VVPR tax treatment to the Gaz de France shares received in exchange, as if the merger deal never took place. By remitting the Gaz de France share coupon and the corresponding Gaz de France VVPR strip simultaneously, the shareholder will therefore be entitled to a lower 15% withholding rate.

41 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Furthermore, under the amended double tax convention between France and Belgium dated March 10, 1964 (the “Franco-Belgian treaty”) and provided that the terms of enforcement are met, the shareholder may receive a reduction from 25% to 15% in the withholding rate levied in France on the dividends. The shareholder may also ask the French tax authorities to pay the tax credit equal to 50% of the dividends received and capped at A115 or A230 as the case may be (see Section 2.2.3 (a) “Tax treatment of Gaz de France shares received in exchange — French tax treatment”). At the time the tax credit is paid to the shareholder, a 25% withholding tax will be levied in France (reduced to 15% under the Franco-Belgian treaty). The taxpayer is entitled to just one tax credit of a maximum of A115 or A230 per calendar year. A flat 25% withholding tax is, in principle, levied on income net of the tax credit when received in Belgium from a financial institution. If this income net of the tax credit is received directly abroad, or if the Belgian financial intermediary does not retain the 25% flat withholding tax, individuals are required to report the income net of the tax credit on their Belgian tax return and will be levied a separate tax, in principle, of 25% plus any additional local levies in this case. The 25% rate may be reduced to 15% by the terms described in clauses 3 to 6 above. The French withholding tax currently cannot be offset against the Belgian withholding tax and must be added to it. On July 20, 2006, the European Commission announced that it had officially requested Belgium to end the discriminatory taxation of dividends paid by foreign companies (incoming dividends) to private investors who are Belgian tax residents. The Commission believes that this difference in tax treatment goes against the freedom of establishment and the free movement of capital guaranteed by the EC treaty. However, the Court of Justice ruled on November 14, 2006 that European legislation does not veto the legislation of a Member State, such as Belgian tax legislation, which for income tax, applies the same uniform tax rate to dividends from shares in companies located in Belgium and dividends from shares of companies located in another Member state, without any allowance for the possibility of offsetting the withholding tax paid in another Member State.

Capital gains Individuals who hold Gaz de France shares as a private investment are not subject to Belgian capital gains tax should they sell these Gaz de France shares. Capital losses are not deductible for determining the tax due by individuals. Nevertheless, these persons may be subject to a 33% tax if the capital gain is earned independently of a professional activity and does not result from the normal management of a private portfolio. Generally speaking, only transactions that do not result from the normal management of a private portfolio may be taxed when they are conducted for speculative purposes (defined as transactions that incur a high level of risk where it is possible to make a significant gain or loss depending on the circumstances) and/or where their frequent nature makes them a lucrative occupation. This tax must be levied along with additional local taxes. The losses arising from speculative trading on Gaz de France shares and/or from transactions arising within the scope of a normal management of a private portfolio may be used to offset the revenue from similar transactions conducted during the same year. (B) Belgian resident individual shareholders with shares in their professional portfolio

Dividends Individual income tax may be levied on net dividend income of individuals as professional income along with additional local taxes. • When the dividends are received in Belgium from a financial institution, the 25% withholding tax, which in principle is retained on net dividend income originated in France, may be offset against the individual income tax, which is proportionally owed on the dividend.

42 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Nonetheless, Article 269 of the French General Tax Code allows for reducing the 25% rate to 15% as described in paragraph (A), clauses 3 to 6. • Should the tax credit be received directly abroad, individuals must report the net proceeds from the tax credit on their Belgian tax return as business income. Under the Franco-Belgian convention, and provided that the application limitations are fulfilled, shareholders may be entitled to a reduction from 25% to 15% of the withholding tax levied in France on the dividends. The shareholder may also ask the French tax authorities to pay the tax credit equal to 50% of the dividends received and capped at A115 or A230 as the case may be (see Section 2.2.3 (a) “Tax treatment of Gaz de France shares received in exchange — French tax treatment”). At the time the tax credit is paid to the shareholder, a 25% withholding tax will be levied in France (reduced to 15% under the Franco-Belgian treaty). The taxpayer is entitled to just one tax credit of a maximum of A115 or A230 per calendar year. The net proceeds from the tax credit may be taxed under individual tax as business income in addition to any additional local taxes. • When dividends are received in Belgium from a financial intermediary, the 25% withholding tax is, in principle, levied on the net proceeds from the tax credit originating in France. Individuals must declare the net proceeds from the tax credit and the withheld Belgian tax on their Belgian tax return. The Belgian withholding tax may be offset against the individual income tax owed on the dividend. Nonetheless, Article 269 of the Belgian General Tax Code allows for reducing the 25% rate to 15% as described in paragraph (A), clauses 3 to 6. • Should the tax credit be received directly abroad or if the Belgian financial intermediary does not levy the withholding tax, individuals must report the net income from the tax credit on their Belgian tax return as business income. French withholding tax may never be used to offset the individual income tax (see paragraph (A), the final clause).

Capital gains Individuals who hold Gaz de France shares in a professional capacity must pay individual capital gains tax levied at the time they sell their Gaz de France shares as business income plus additional local taxes. The capital losses may be deducted from taxable business income. (C) Belgian resident legal entity subject to corporate income tax

Dividends Dividends originating from foreign sources that are received in Belgium from a financial intermediary by a taxpayer subject to corporate income tax are exempt from Belgian withholding tax provided that it fulfills the identification condition stipulated by Article 117, Section 11 of the Royal order implementing the C.I.R. Dividends received are included in taxable income for corporate income tax purposes. A legal entity or corporate body may deduct 95% of the dividends received from its taxable income provided that it fulfills the conditions stipulated in Article 202, section 2 of the French General Tax Code when they are reported or paid out. These conditions stipulate that: • the company must hold at least a 10% equity stake in Gaz de France or an equity stake with an investment value of at least A1.2 million, • the Gaz de France shares must be held in full ownership, • the Gaz de France shares must be classified as non-current financial assets as defined by Belgian accounting principles, • the company must hold or commit to hold the Gaz de France shares for an uninterrupted term of at least one year.

43 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The first condition listed above does not concern dividends received by lending institutions, insurance companies and brokerage firms. None of the aforementioned conditions applies to dividends received by mutual fund companies which fulfill certain conditions. Under the Franco-Belgian treaty, and provided that the application limitations are fulfilled, shareholders may be entitled to a reduction from 25% to 15% of the withholding tax levied in France on the dividends. This withholding tax is reduced to 10% under certain conditions if the Belgian company receiving the dividends is the beneficial holder of an equity stake in Gaz de France of at least 10% since at least the start of its previous fiscal year ended before the taxable distribution. This 15% or 10% French withholding tax may not be offset against Belgian corporate income tax.

Capital gains Capital gains realized by taxable legal entities on the sale of Gaz de France shares are not subject to corporate income tax. Generally speaking, reductions in value recorded and capital losses realized on the sale of Gaz de France shares may not be deducted from taxable income on which corporate income tax is levied. (D) Belgian resident legal entity subject to tax on legal entities

Dividends Any Belgian financial intermediary, which processes the payment of dividends, is required to levy Belgian withholding tax equal to 25% of the net income from the dividends originating in France. This withholding will be reduced to 15% if the Gaz de France equity share coupon and the Gaz de France VVPR strip coupon submitted together. If dividends are received outside Belgium, without the intervention of a Belgian intermediary, the shareholding entity subject to the tax on legal entities will be required to pay the Belgian withholding tax itself. A separate 25% tax will be applicable (with a Gaz de France VVPR strip, the withholding tax will be 15%). This withholding tax is not owed on dividends paid out to the national government, communities, regions, provinces, townships, town federations, towns, public social welfare centers, and inter-town associations governed by the Law of December 22, 1986, and whose units are held exclusively by the national government, communities, regions, provinces, townships, town federations, towns, and public social welfare centers.

Capital gains Belgian legal entities that are subject to the tax on legal entities are not charged capital gains tax when they sell their Gaz de France shares. Any capital losses are not tax-deductible. (E) Other shareholders Gaz de France shareholders subject to a tax treatment other than those set forth above are invited to review their particular tax situation with their regular tax advisor.

(c) Luxembourg tax system Shareholders should note that the information contained in this prospectus is only a summary of the current Luxembourg tax treatment that is applied based on current Luxembourg tax legislation and regulations and that their particular situation must be reviewed with their regular tax advisor. (A) Individual shareholders holding shares in their private portfolio

Dividends The gross amount of dividends received by individuals from shares held in their private portfolio is included in the computation of their gross income (as investment income) and is subject to a progressive tax rate on income up to a maximum 38% plus a 2.5% social security contribution on the amount of tax owed on the dividends received.

44 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 However, under Article 115-15a. L.I.R., taxpayers who are Luxembourg tax residents are entitled to an exemption from income tax and a social security contribution up to 50% of the gross dividend amount paid if the following conditions are fulfilled: • the revenue must be defined as “dividend” as stipulated in Article 97, clause 1 L.I.R., which means it is income received from holding equity shares; • the dividend paying company must be 1) a fully taxable resident incorporated company, 2) an incorporated company that is resident of a State with which Luxembourg has entered a tax treaty for the prevention of double taxation and which is fully liable for a tax corresponding to local income tax, or 3) a company that is a resident of a European Union member state and covered by Article 2 of directive 90/435/EEC dated July 23, 1990 as amended. The provisions of Article 115-15a. L.I.R. also apply to dividends paid on securities received during an exchange of shares with no tax impact as part of a merger governed by Article 102 bis L.I.R. if, failing such an exchange, the dividends paid by the acquired company qualified to be treated under Article 115-15a L.I.R. Pursuant to the amended tax treaty for the prevention of double taxation between France and Luxembourg dated April 1, 1958 (the “Franco-Luxembourg Treaty”) and provided the conditions for its application are fulfilled, the shareholder is entitled to a reduction from 25% to 15% in the French tax withheld on dividends. This withholding tax, under certain conditions, may be credited against the Luxembourg income tax owed on the dividend income. Shareholders may ask the French tax authorities to pay the 50% tax credit on the dividends received, which is capped at A115 or A230 as the case may be (see Section 2.2.3 (a) “Tax treatment for Gaz de France shares received in exchange — French tax treatment”). When this tax credit is paid to the shareholder, 25% will be withheld at source in France (reduced to 15% under the Franco-Luxembourg Treaty). The taxpayer is only entitled to a single tax credit capped at A115 or A230 per calendar year.

Capital gains If the exchange of Suez shares for Gaz de France shares had no tax impact in accordance with Article 102 (10) L.I.R., the capital gain that was not realized at the time of the exchange becomes taxable when the Gaz de France shares are subsequently sold. In this case, the purchase price and the date on which the Suez shares were acquired will be taken into consideration for the calculation of the capital gain realized on the Gaz de France shares received in exchange. The capital gains realized on the sale of Gaz de France shares by a Luxembourg tax resident under the tax law applying to households will only be taxed if they are speculative gains or gains realized on significant equity stakes. Speculative gains In accordance with Article 99 bis L.I.R., a gain is speculative in nature when the equity stake is sold within six months following its acquisition (to compute the six-month period, the starting point is the date of acquisition of the Suez securities). The realized capital gain is included to determine the overall income and is subject to a progressive income tax rate up to a maximum of 38% plus a 2.5% social security contribution on the amount of tax owed on the realized capital gain. Significant equity stake When the holding period exceeds six months, the capital gain realized at the time the Gaz de France shares are sold will only be taxable (at a 19% maximum rate plus a 2.5% social security contribution on the amount of tax owed on the realized capital gain) if realized on a significant equity stake as defined by Article 100 L.I.R. An equity stake is deemed to be significant when the individual shareholder has held either alone or with members of his family (spouse and minor children), directly or indirectly, over 10% of the share capital of the company the shares of which are sold, at any time over the five years prior to the disposal.

45 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (B) Individual shareholders holding shares in their business portfolio

Dividends If shares held by an individual are recorded as assets of a commercial company, the gross amount of the dividends received by the individual operator is included to determine the overall commercial profit and is subject to a progressive income tax rate (up to a maximum 38%, plus a 2.5% social security contribution on the amount of tax owed on the dividends received). However, under Article 115-15a. L.I.R., taxpayers who are Luxembourg tax residents are entitled to an exemption from the income tax and a social security contribution up to 50% of the gross dividend amount paid if the conditions mentioned in Section (A) are met. The provisions of Article 115-15a. L.I.R. also apply to dividends paid on securities received during an exchange of shares with no tax impact as part of a merger governed by Article 22 bis L.I.R. if, failing such an exchange, the dividends paid by the acquired company qualified to be treated under Article 115-15a. L.I.R. Under the Franco-Luxembourg Treaty and provided the implementation terms are fulfilled, the shareholder is entitled to a reduction from 25% to 15% of the French withholding tax on dividends. This withholding tax, under certain conditions, may be credited against the Luxembourg income tax owed on the dividend income.

Capital gains If the exchange of Suez shares for Gaz de France shares had no tax impact in accordance with Article 22 bis L.I.R., the capital gain that is not realized at the time of the exchange becomes taxable when the Gaz de France shares are subsequently sold. In this case, the purchase price and the date on which the Suez shares were acquired will be taken into consideration when the capital gain is realized on the Gaz de France shares received in exchange. The capital gain realized is included in the determination of the total income and is subject to a progressive income tax rate up to a maximum 38% plus a 2.5% social security contribution on the amount of tax owed on the capital gain realized. Any losses realized will be deductible for tax purposes. (C) Incorporated company shareholders which are tax residents in Luxembourg

Dividends The gross dividends received by a Luxembourg corporation are generally fully taxable in respect of local income tax and local business tax at a total rate of 29.63% (for resident companies of Luxembourg city). Nonetheless, these dividends could be exempt if the conditions stipulated by Article 166 L.I.R. are fulfilled. The provisions of Article 166 L.I.R. also apply to dividends paid on securities received under a share exchange with no tax impact as part of a merger governed by Article 22 bis L.I.R. if, in the absence of such an exchange, the dividends paid on the acquired company’s shares could have benefited from the provisions of Article 166 L.I.R. The conditions stipulated by Article 166 L.I.R. are as follows: • the Luxembourg company that holds the shares must be a taxable incorporated company; • the Luxembourg company’s subsidiary must be (i) a fully taxable resident incorporated company, (ii) a non-resident incorporated company that is fully liable for local income tax, i.e. subject to income tax at a 11% minimum rate based on a comparable taxable base, or (iii) a company that is a resident of a European Union member state and covered by Article 2 of directive 90/435/EEC dated July 23, 1990 as amended; • on the date the income is paid out, the Luxembourg company must hold, or be committed to hold at least a 10% equity stake in this subsidiary or one whose purchase price is at least equal to A1.2 million (to determine the A1.2 million amount, one must use the initial purchase price of the Suez shares) for at least 12 months (to determine this 12-month period, one must use the initial acquisition date of the Suez shares).

46 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Otherwise, the provisions of Article 115-15a. L.I.R. apply, and the dividends will only be taxed up to 50% of their gross amount if the previously described terms relating to this Article are fulfilled. Under the Franco-Luxembourg Treaty and provided the implementation terms are fulfilled, the shareholder is entitled to a reduction from 25% to 15% of the French withholding tax on dividends. This withholding tax, under certain conditions, may be credited against income tax owed in Luxembourg on the dividend received. (This withholding tax may not be credited in Luxembourg, however, if the dividend received is exempt in accordance with Article 166 L.I.R.)

Capital gains If the exchange of Suez shares for Gaz de France shares has no tax impact in accordance with Article 22 bis L.I.R., the capital gain that is not realized at the time of the exchange of the shares becomes taxable when the Gaz de France shares are subsequently sold. In this case, the purchase price and the date the Suez shares were acquired will be used when the capital gain is realized on the Gaz de France shares received in exchange. The capital gains realized on the Gaz de France shares are generally fully taxable for local income tax and local business tax purposes at the total rate of 29.63% (for resident companies of Luxembourg city). Nevertheless, these capital gains may be exempt if the conditions stipulated below by the Grand Ducal regulation issued on December 21, 2001 are met. The provisions of the Grand Ducal regulation also apply to capital gains realized on securities received during an exchange of shares with no tax impact as part of a merger covered by Article 22 bis L.I.R., if in the absence of such an exchange, the capital gains realized on the acquired company’s shares could have benefited from the Grand Ducal regulation. The Grand Ducal regulation stipulates the following conditions: • the Luxembourg company that holds the shares must be a fully taxable incorporated company; • the Luxembourg company’s subsidiary must be (i) a fully taxable resident incorporated company, (ii) a non-resident incorporated company that is fully taxable for local income tax purposes, i.e. subject to income tax at a minimum 11% rate based on a comparable taxable base), or (iii) a company that is a resident of a European Union member state and covered by Article 2 of Directive 90/435/EEC dated July 23, 1990 as amended; • on the date of the sale of the shares, the Luxembourg company must hold, or be committed to hold, at least a 10% equity stake in this subsidiary or one whose purchase price is at least equal to A6 million (to determine the A6 million amount, one must use the initial purchase price of the Suez shares) for at least 12 months (to determine this 12-month period, one must use the initial acquisition date of the Suez shares).

Wealth tax Legal entities, defined as incorporated companies, which are Luxembourg tax residents are subject to a 0.5% wealth tax on their net assets on January 1 of each year. Nonetheless, pursuant to Section 60 of the assessment act, the equity interests held by a Luxembourg incorporated company may be exempt from the wealth tax if the following conditions are met: • the Luxembourg company that holds the shares must be a taxable incorporated company; • the Luxembourg company’s subsidiary must be (i) a fully taxable resident incorporated company, (ii) a non-resident incorporated company that is fully taxable for local income tax purposes, i.e. subject to income tax at a minimum 11% rate based on a comparable taxable base), or (iii) a company that is a resident of a European Union member state and covered by Article 2 of Directive 90/435/EEC dated July 23, 1990 as amended;

47 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • on January 1 of the tax year, the Luxembourg company must directly hold at least a 10% equity stake in this subsidiary or one whose purchase price is at least equal to A1.2 million (to determine the A1.2 million amount, one must use the initial purchase price of the Suez shares). (D) Other Luxembourg tax resident shareholders Gaz de France shareholders subject to a tax treatment other than those set forth above are invited to review their particular tax situation with their tax advisor.

2.2.4 Merger approval (a) Dates of shareholders’ meetings called to approve the merger The shareholders’ meetings called to approve the merger are scheduled to be held on July 16, 2008.

(b) Merger auditors Messrs. Ricol (2 avenue Hoche 75008 Paris), Ledouble (99 bld Haussmann 75008 Paris) and Baillot (ABPR Ile de France, 7 rue du Parc de Clagny 78000 Versailles) were appointed as merger auditors by order of the Presiding Judge of the Paris Commercial Court on May 30, 2006 at the mutual request of Gaz de France and Suez. Over the past two years, Messrs Ricol, Ledouble and Baillot have had no significant relationships with Gaz de France or Suez. The merger auditors’ reports dated June 11, 2008, attached to this document (Appendices 2 and 3), will be provided to the shareholders of each of the companies in accordance with applicable regulations. The merger auditor’s report on the value of the asset contributions will be filed with the Clerk of the Paris Commercial Court in accordance with applicable regulations.

2.2.5 Consideration for the contributions — procedure for obtaining Gaz de France shares The merger parity being offered to Suez and Gaz de France shareholders is fixed at 21 Gaz de France shares for 22 Suez shares. In accordance with Article L.236-3 of the French Commercial Code, the following shares may not be exchanged for Gaz de France shares: (i) Suez shares held by Suez and (ii) Suez shares held by Gaz de France. On the date of this prospectus, Suez holds 35,724,397 Suez shares. It should be noted that (i) implementation of the Suez share buy-back program was suspended on May 28, 2008, at the close of trading, and (ii) the right to exercise Suez stock options was suspended on May 22, 2008, at the close of trading. Gaz de France holds 8,049,212 Suez shares. The new Gaz de France shares issued as consideration for the merger will be registered in the name of Suez shareholders as soon as possible, as of the effective date of the merger. Financial intermediaries should contact CACEIS Corporate Trust (14 rue Rouget de Lisle, 92862 Issy-les- Moulineaux Cedex 09, France) which will handle the clearing operations for the merger (the “Merger Clearing Agent”). Suez shareholders with an insufficient number of shares to obtain 21 Gaz de France shares or a multiple thereof will be personally responsible for the sale or purchase of the number of Suez shares required for this purpose. To facilitate this process, fractional Suez shares will continue to be traded on Euronext Paris for a period of three (3) months from the effective date of completion of the merger, and then in the compartment of delisted securities of the regulated markets of Euronext Paris for an additional period of twenty (20) months. Moreover, fractional Suez shares will continue to be traded on Euronext Brussels for a period of three (3) months from the effective date of completion of the merger, and then in the compartment of temporary securities of the regulated markets of Euronext Brussels for an additional period of twenty (20) months. Fractional Suez shares will be withdrawn from the official list of the Luxembourg Stock Exchange. To this effect, a request for delisting Suez shares from the official list of the Luxembourg Stock Exchange will be filed as from the date of effective completion of the merger.

48 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Gaz de France undertakes to pay the related brokerage fees and VAT due for each Suez shareholder up to the end of the three-month period starting from the effective date of completion of the merger for (i) the sale of the fractional Suez shares still owned by the shareholder on the effective date of completion of the merger or, if necessary (ii) the purchase of fractional shares that will enable the shareholder, based on the number of fractional shares he still holds on the date of completion of the merger, to obtain 21 Gaz de France shares.

The brokerage fee paid by Gaz de France will be limited to a maximum of A8 including VAT and to the purchase or sale of a maximum of 21 Suez shares per shareholder account.

Thus, holders of fractional Suez shares will be able to obtain through their financial intermediaries 21 Gaz de France shares in exchange for 22 Suez shares, at any time as from the date of effective completion of the merger and until the date of the sale of the unclaimed Gaz de France Shares described below, provided the Suez shares are actually delivered to the Merger Clearing Agent by this last date.

In accordance with Article L. 228-6 of the French Commercial Code, pursuant to a decision by the board of directors of Gaz de France and following applicable regulatory procedures, Gaz de France may sell the new Gaz de France shares issued in consideration for the merger for which the beneficiaries have not requested the delivery, provided that it has published announcements to that effect at least two years in advance according to applicable regulatory procedures. These announcements are scheduled to take place soon after the date of effective completion of the merger.

As from the date of this sale, owners of Suez shares may claim only the distribution in cash (without interest) of the net proceeds of the sale of unclaimed Gaz de France shares plus, if applicable and subject to a five- year time limit, the prorated dividends, interim dividends and distributions of reserves (or equivalent) which may have been paid by Gaz de France between the date of effective completion of the merger and the date of sale of the unclaimed Gaz de France shares, under the terms described in the previous paragraph.

Owners of Suez shares will be informed that Gaz de France will keep the net proceeds from the sale of the Gaz de France shares plus, if applicable, the amount of unpaid dividends, interim dividends, and distributions of reserves (or equivalent) that would have been paid on these shares, at their disposal for 10 years in a frozen account with the Merger Clearing Agent (however, the amounts corresponding to the dividends, interim dividends, and distributions of reserves (or equivalent) that would have been paid on these shares can only be claimed within a five-year period starting on the date of their payment, after which date such sums would permanently revert to the State). At the end of the 10-year period, the sums will be paid to the Caisse des Dépôts et Consignations where they may still be claimed by beneficiaries for the next 20 years. After this period, the sums will definitively inure to the State.

Owners of fractional Suez shares who are tax residents in France will be subject to the tax treatment applicable to Gaz de France shares described in section 2.2.3. (i).

(a) Gaz de France share capital increase

As consideration for the assets contributed for this merger, Gaz de France will issue 1,207,660,692 new fully paid-up shares at a par value of A1 each, increasing its share capital by A1,207,660,692.

These 1,207,660,692 Gaz de France shares issued as consideration for the merger will be allocated to the holders of the 1,265,168,344 shares making up the share capital of Suez in proportion to their share holdings in the company, and it is specified, as stipulated above, that the 35,724,397 Suez shares held by Suez and the 8,049,212 Suez shares held by Gaz de France are not remunerated under the merger agreement.

The share capital of Gaz de France will therefore be increased from A983,871,988 to A2,191,532,680.

(b) Dividend date

The 1,207,660,692 Gaz de France shares issued as consideration for the merger-takeover will be fully assimilated with the existing shares, and subject to all of the company’s by-laws. They will give the right to all distributions of dividends, interim dividends or reserves (or equivalent) decided upon after their issue.

49 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (c) Negotiability — share listing date — ISIN code. The new shares will be negotiable as soon as the capital increase funding the merger-takeover of Suez is finalized in accordance with article L.228-10 of the French Commercial Code, i.e. on the effective merger completion date described in Section 2.2.1 (b) (iii). Gaz de France shares are traded under the ISIN code: FR0010208488. The ticker symbol of the company’s share is GSZ. The company is requesting the admission to trading of the new shares on Compartment A of the regulated market of Euronext Paris as from the date of effective completion of the merger. It is also applying to list the existing and new Gaz de France shares on the regulated market of Euronext Brussels and on the official list of the regulated market of the Luxembourg Stock Exchange as from the date of effective completion of the merger. No application will be made to list the new and existing Gaz de France shares on the New York Stock Exchange. However, Gaz de France and Suez intend to create an unlisted American Depositary Receipts program (ADR) for new Gaz de France shares. Suez ADR bearers will receive Gaz de France ADRs under the merger according to the procedures that will be described in the information document placed at the disposal of American shareholders (Form F-4), and according to the contract with the depositary bank. As of the date of this prospectus, an application has been filed to delist the Suez shares from the SWX Swiss Exchange provided the merger goes through. No application will be filed to list the existing and new Gaz de France shares on the SWX Swiss Exchange. As stated in Section 2.2.8 “Treatment stock certificates and VVPR strips”, in Belgium, the Suez VVPR strips will be exchanged for VVPR strips issued by the entity resulting from the merger. AVVPR strip is the coupon which, if presented at the same time as the coupon representing one share, gives its holder a discount from the 25% Belgian withholding tax to 15%. Please refer to paragraphs 2.2.2 (b) “Tax treatment of the transaction — Belgian tax treatment” and 2.2.3 (b) “Tax treatment for Gaz de France shares received in exchange — Belgian tax treatment” in this prospectus for more information on the applicable tax treatment. The VVPR strips will be issued in Belgium at the same time and under the same procedures as the new shares resulting from the merger. The VVPR strips will be listed exclusively on Euronext Brussels.

(d) Applicable law and jurisdiction Existing and new Gaz de France shares were and will be issued under French law. In the event of a dispute, the competent courts will be those which have jurisdiction over the company headquarters when the company is the defendant. The courts will be assigned depending on the nature of the dispute, unless otherwise provided for under the French New Code of Civil Procedure.

(e) Form and procedures for registering shares New Gaz de France shares may be issued in registered form (either registered on the company’s books or with a financial intermediary) or bearer form, as shareholders may choose. Under Article L.211-4 of the French Monetary and Financial Code, the shares will be decertificated, regardless of their form. The new shares will have to be registered either by Gaz de France or a certified custodian, as applicable. The holders’ rights will be represented by registration in their name in the books of: • Société Générale, which is authorized by Gaz de France for those securities registered on the company’s books; • a certified agent of their choice and Société Générale, appointed by Gaz de France, for securities registered in administered form; • a certified service provider of their choice for those securities kept in bearer form.

50 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The company will apply for the shares to be accepted for the operations of Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking S.A./N.V. They will be registered with effect from July 22, 2008.

Société Générale will continue to provide securities services and financial services from its back- office location at 32 rue Champ-de-Tir, BP 81236, 44312 Nantes Cedex 3.

For the purposes of the merger, the financial intermediaries will automatically register new Gaz de France shares corresponding to a multiple of 22 (twenty-two) Suez shares in the names of the Suez shareholders, either directly or in administered form or in bearer form, according to whether these shareholders hold their Suez shares in direct registered form, administered form or in bearer form.

Moreover, it is hereby noted that new Gaz the France shares issued within the scope of the merger may not be held in certificated form as D.S.R. shares (see Section 2.2.8).

Below are the references of the new shares that will be immediately ranked with existing shares when listed for trading:

ISIN code: FR0010208488

Euronext Brussels ticker symbol: GSZ

After the effective completion of the merger, the securities and financial services of Gaz de France will be handled by Société Générale Bank and Trust in Luxembourg and Société Générale in Belgium.

(f) Currency of issue

The new Gaz de France equity shares will be issued in euros.

(g) Rights attached to new Gaz de France shares

The new shares will be governed by the Gaz de France by-laws as soon as they are issued. Under current French law and the Gaz de France by-laws, the main rights attached to the new shares are described below:

Dividend rights

The 1,207,660,692 new shares issued will give the right, for fiscal year 2008 and subsequent fiscal years, to the same dividend as that which may be paid to other Gaz de France shares.

Dividends paid to non-residents are generally subject to a withholding tax (see Section 2.2.3 “Tax treatment of Gaz de France shares received in exchange.”)

Voting rights

Voting rights attached to the shares are in proportion to their shares in the company’s capital that they represent, and each share entitles its holder to one vote. At all of the shareholders’ meetings, each shareholder has as many votes as the number of shares he possesses or represents, with no limitations other those prescribed by law.

When the shares have a beneficial owner, the voting right attached to these shares belongs to the beneficial owner at Ordinary Shareholders’ Meetings and to the bare owner at Extraordinary Shareholders’ Meetings.

There is no double voting right or limitation on the voting rights. The difference between the distribution of capital and the distribution of voting rights is due to the treasury stock, which carries no voting rights.

Failure to comply with the legal requirements or corporate by-laws with respect to disclosure requirements for crossing shareholder thresholds may be penalized by removing the voting rights of the shares or other rights on the undisclosed shares held.

51 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Preferential subscription right for securities of the same class Under current French law, notably Article L.225-132 of the French Commercial Code, any capital increase in cash entitles the current shareholders to a preferential right to subscribe to new shares in proportion to the current amount of their shares. Under Article L.225-135 of the French Commercial Code, the shareholders’ meeting that decides to conduct or authorize a capital increase may eliminate the preferential right for the entire capital increase or for one or several tranches of this increase. The shareholders’ meeting may also grant a priority period for shareholders to subscribe shares. When the issue is carried out through a public tender offer without preferential rights, the issue price must be fixed in accordance with Arti- cle L.225-136 of the French Commercial Code. In addition, the Annual General Meeting which approves a capital increase may limit it to persons who are designated by name or to categories of persons who meet pre-determined criteria under Article L.225-138 of the French Commercial Code. The Annual General Meeting may also reserve the capital increase for the shareholders of another company involved in a share exchange offer initiated by Gaz de France under Article L.225-148 of the French Commercial Code or to certain persons making in-kind capital contributions under Arti- cle L.225-147 of the French Commercial Code.

Equity right in Gaz de France The company’s shareholders are entitled to a stake in the earnings under the terms of Article L.232-10 et seq. of the French Commercial Code.

Equity right in any liquidation surplus Each share of any class whatsoever carries a right to in the company’s assets and the liquidation dividend in a fraction equal to that of the share capital that it represents, including amortized and unamortized capital, both paid up and unpaid where applicable. All shares of any class that make up or will make up the share capital will always be placed on an equal basis for tax purposes. As a consequence, all duties and taxes that, for any reason whatsoever, could be owed due to the total or partial repayment of the par value of these shares in respect of only certain shares, either while the company exists or on liquidation, will be allocated among all of shares at the time the repayment (s) is/are made. The result is that all of the current or future shares confer on their owners the same benefits and entitle them to receive the same net amount while taking account of any outstanding par value of the shares and any different rights of classes of shares. Unless provided otherwise by the law relating to voting rights at shareholders’ meetings and the right to have documents, accounts, etc. made available to shareholders, shares are indivisible with respect to the company, so co-owners are required to be represented before the company by one owner or by a single agent, designated by the court in the event of a dispute.

Buy-back clauses — conversion clauses The by-laws do not contain a share buy-back or conversion clause.

Other provisions Gaz de France is authorized to use the legal provisions relating to identifying the bearers of securities that immediately or eventually confer the right to vote in its shareholders’ meetings.

Authorization and issue of new shares The Gaz de France Extraordinary and Annual General Meeting scheduled for July 16, 2008 must authorize the issue of new shares. The following draft resolutions will be submitted to the shareholders: Second Resolution

52 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (Review and approval of the merger-takeover of Suez — approval of the consideration for the assets contributed and of the resulting share capital increase provided that the conditions precedent stipulated in the proposed merger are fulfilled) Shareholders, deliberating with the quorum and majority required for extraordinary general meetings, after a reading of (i) the notice of the central works council of 26 May 2008, (ii) the Board of Directors’ report, (iii) the prospectus prepared up for the merger and granted a visa by the AMF, (iv) the reports produced by the merger auditors, Messrs Ledouble, Ricol and Baillot, appointed by order of the Presiding Judge of the Commercial Court of Paris on May 30, 2006, concerning the merger procedures and the value of the contributions in kind and (v) the draft merger agreement signed privately on June 5, 2008 by Gaz de France (hereinafter referred to as “Gaz de France” or the “Company” and Suez, a French corporation with registered offices located at 16, rue de la Ville l’Evêque — 75008 Paris, registered at R.C.S. Paris under Siren No. 542 062 559 (hereinafter referred to as “Suez”): 1. approves the merger project in all its provisions, whereby Suez, within the scope of the merger, subject to the fulfillment of the conditions precedent stipulated in Section IVof the draft merger document, will contribute all its assets and liabilities and approves the following: — the valuation, based on their “net book value” for “ valeur notte comptable”, of the assets contributed as being equal to B37,736,998,010 and liabilities assumed as being equal to B943,831,672, i.e. net contributed assets equal to B29,187,602,056, based on the financial statements of Suez as at December 31, 2007, after having taken into account (i) the issue price of the share capital increases from January 1, 2008 to May 22, 2008, inclusive and having deducted (ii) the “net book value” for “ valeur notte comptable” of Suez treasury shares after December 31, 2007, (iii) the amount of the distributed shares of Suez Environnement Company (a French société anonyme with registered offices at 1 rue d’Astorg, 75008, Paris, registration no. 433 466 570 RCS Paris, hereinafter “Suez Environnement Company”) (plus the portion of the technical merger loss relative to the Suez Environnement Company shares thus distributed) and (iv) the amount of the dividends distributed by Suez for fiscal year 2007, also taking into account Suez operations carried out on its shareholders’ equity during the interim period, subject to their approval, if applicable]; — the remuneration of the contributions made in respect of this merger, based on an exchange ratio of 22 Suez shares for 21 Gaz de France shares; and — the setting of the date of completion of the merger to 00:00 hours of the day Suez Environnement Company shares are listed to the Euronext Paris market as specified in the Euronext Paris listing notice, immediately after the effective distribution by Suez to its shareholders (other than itself) of 65% of the shares of Suez Environnement Company (a French société anonyme with registered offices at 1 rue d’Astorg, 75008, Paris, registration no. 410 118 608 RCS Paris, hereinafter “Suez Environnement Company”), to which it will have previously transferred 100% of the shares of Suez Environment; — the setting of the date of retroactive effect of the merger, with regards to accounting and taxation, to January 1, 2008 so that the results of all transactions carried out by Suez from January 1, 2008 to the effective date of the merger will accrue exclusively to the profit or expense of Gaz de France and will be deemed to have been carried out by Gaz de France since January 1, 2008. 2. acknowledges that, subject to the same conditions, in accordance with Article L.236-3 of the French Commercial Code, the following shares may not be exchanged for Gaz de France shares: (i) Suez shares held by Suez and (ii) Suez shares held by Gaz de France. It consequently resolves, subject to the fulfillment of the conditions precedent stipulated in Section IV of the draft merger document, to increase the share capital on the date of completion of the merger, as consideration for the above-mentioned merger contribution, in the amount of A1,207,660,692 through the issue of 1,207,660,692 new fully paid-up shares at a par value of A1 each to be allotted to Suez shareholders, thereby increasing the share capital from B983,871,988 to B2,191,532,680. The 1,207,660,692 new Gaz de France shares will bear rights immediately and entitle their owners to all dividends, interim dividends, and distributions of reserves (or equivalent) distributed after their issue;

53 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The shares issued by Gaz de France as consideration for the merger will be fully assimilated with the old shares, and subject to all of the company’s by-laws. A request will be filed with Euronext Paris for listing of the newly issued Gaz de France shares, and to Euronext Brussels and the regulated market of the Luxembourg Stock Exchange for listing of new and existing shares. Moreover, in Belgium, based on the merger parity, Gaz de France will issue 21 VVPR Gaz de France Strips for 22 Suez VVPR Strips existing on the date of effective completion of the merger. To this end, 402,566,010 VVPR Gaz de France Strips will be issued. 3. duly notes that, subject to the same conditions, Suez shareholders who own fewer than 22 shares or a number of shares which is not a multiple of 22 will be required to personally ensure the sale or purchase of the number of shares required to obtain a multiple of 21 Gaz de France shares. 4. duly notes that, subject to the same conditions, Gaz de France will, until the expiry of the period of three (3) months starting on the date of completion of the merger, defray the brokerage fees and associated VAT charged to each Suez shareholder for (i) the sale of fractional shares which they still own on the date of completion of the merger or, if applicable (ii) the purchase of fractional shares to allow them, in view of the number of fractional shares they still own on the date of completion of the merger, to obtain a whole number of Gaz de France shares, limited to the purchase or sale of a maximum of 21 Suez shares and a maximum of B8 (including VAT) per shareholder account; 5. duly notes that, subject to the same conditions, in accordance with Article L. 228-6 of the French Commercial Code, upon a decision by the board of directors of Gaz de France, Gaz de France may sell, pursuant to applicable regulatory procedures, the new Gaz de France shares issued in consideration of the merger, for which the beneficiaries have not requested the delivery, provided that it has published announcements to that effect at least two years in advance according to applicable regulatory procedures. As from the date of this sale, owners of Suez shares may claim only the distribution in cash, according to applicable regulatory procedures, of the net proceeds of the sale of Gaz de France shares, plus, if applicable and subject to a five-year time limit, the prorated dividends, interim dividends and distributions of reserves (or equivalent) which may have been paid by Gaz de France between the date of completion of the merger and the date of sale of the unclaimed Gaz de France shares; 6. duly notes that, subject to the same conditions, the difference between the amount of the portion (excluding treasury shares) corresponding to the shares not held by Gaz de France of the net assets contributed by Suez before adjustments related to the distributions of the roll-forward period, less all such distributions, i.e. B28,963,905,475 and the amount of the capital increase intended for allocation to shareholders, i.e. B1,207,660,692, represents the merger premium, i.e. B27,756,244,783, which will be booked to the “merger premium” account to which the Company’s former and new shareholders will bear rights; 7. duly notes that, subject to the same conditions, the difference between the amount of the portion (excluding treasury shares) corresponding to the shares held by Gaz de France of the net assets contributed by Suez before adjustments related to the distributions of the roll-forward period, i.e. B223,696,581 and the net book value of the Suez shares held by Gaz de France, i.e. B256,081,804, constitutes the merger loss thus amounting to B32,385,223.” Third Resolution

(Allocating of the merger premium — charging of the merger loss) The General Meeting, deliberating with the quorum and majority required for extraordinary general meetings, after a reading of (i) the Board of Directors’ report, (ii) the prospectus prepared for the merger and approved by the AMF, (iii) the reports issued by the merger auditors concerning the merger procedures and the value of the contributions in kind, and (iv) the draft merger agreement signed under private seal on June 5, 2008 by the Company and Suez. 1. resolves, further to adoption of the previous resolution, that the completion of the merger will entitle the Board of Directors to deduct any amounts from the merger premium to (i) restore, under the Company’s liabilities, any existing legal reserves and provisions on Suez’ balance

54 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 sheet, (ii) deduct from the merger premium all expenses, fees and taxes paid or due as part of the merger transaction, (iii) deduct from the merger premium the amounts required to achieve the full legal reserve and (iv) cancel distributions received by Gaz de France from Suez over the interim period; and 2. notes that the merger loss will, given its nature, be booked as assets on the Company’s balance sheet as intangible assets in a “merger loss” sub-account and will be allocated off the books to the various assets contributed. The subsequent sale of any of these assets would then give rise to the recognition in the income statement of the portion of the merger loss allocated to this asset.

Scheduled date of issue of new shares The date planned to issue new shares is the date the merger is finalized, namely the effective merger completion date described in section 2.2.1 (b) (iii). The date is currently scheduled for July 22, 2008.

Restrictions on the free transferability of new shares The by-laws contain no clause that limits the free transferability of shares comprising the share capital of Gaz de France.

French regulations governing public offerings Gaz de France is subject to French rules relating to mandatory tender offers, simplified tender offers and squeeze outs.

Mandatory tender offers Article L.433-3 of the French Financial and Monetary Code and Articles 234-1 and following of the French Autorité des marchés financiers’ general regulations stipulate the conditions for filing a public offering covering all of the company’s equity securities.

Price guarantee Article L.433-3 of the French Financial and Monetary Code and Articles 235-1 et seq. of the French Autorité des marchés financiers’ general regulations stipulate the terms under which a price guarantee covering all of the company’s equity securities must be filed.

Simplified tender offers and squeeze-outs Article L.433-4 of the French Monetary and Financial Code and Articles 236-1 et seq. and 237-1 et seq. of the French Autorité des marchés financiers’ regulations stipulate the terms for filing a simplified tender offer and/or squeeze-out of the company’s minority shareholders.

Public tender offers made by third parties on the issuer’s share capital during the previous fiscal year and the current fiscal year No tender offer by a third party has been made on Gaz de France’s share capital over the previous fiscal year and the current fiscal year.

2.2.6 Treatment of Suez stock options / Suez free shares. (a) Assumption of commitments related to Suez stock options Suspension The exercise of Suez stock options has been suspended from May 22, 2008 after the trading session to August 22, 2008 (inclusive). This time period may later be shortened; however, the suspension period cannot end before the effective date of the merger or the date on which the merger agreement is terminated, as applicable.

Assumption of commitments The stock options granted by Suez before the effective completion of the merger and not exercised on the effective merger completion date (“n1”) will be adjusted to reflect, subject to their approval, the distribution of Suez Environnement Company shares described in Section 2.2.1 (a) (“Distribution”)

55 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 to be carried out before the completion of the merger transaction, pursuant to Articles L.225-181 and L.228-99 of the French Commercial Code. To this end, pursuant to Articles R.225-137 and R.228-91 of the French Commercial Code, for every beneficiary of the stock option plan: • the exercise price of the options will be adjusted in accordance with the following formula: p2= the Exercise Price of the stock options before the Distribution (“p1”) ϫ [1– (amount of the Distribution per Suez share / value of the Suez share before the Distribution)] for the purposes of this adjustment, the following amounts will be used: — for the “amount of the Distribution per Suez share”, one fourth of the weighted average of the Suez Environnement Company share price during its first 15 trading days on the Euronext Paris market; and — for the “value of the Suez share before the Distribution”, pursuant to the provisions of Article R. 228-91 3™ of the French Commercial Code, the weighted average of Suez share prices on the Euronext Paris market over the period of the three (3) trading sessions preceding the effective date of the Distribution. The exercise price of the options thus adjusted will be rounded to the nearest euro cent. • The adjusted number of the shares behind the options (“n2”) will be calculated as follows: n2=n1ϫ p1/p2 so that the product of the number of options multiplied by the exercise price before and after the adjustment remains constant. The adjusted stock options granted by Suez in accordance with the paragraph above will be carried over to Gaz de France shares. The total number of stock options and their exercise price will be adjusted to reflect the exchange ratio according to the terms below: • the number of Gaz de France shares that each holder of stock options may subscribe under the same stock option plan will correspond to the number of Suez shares that he could have subscribed under this plan after the adjustment described in the paragraph above, multiplied by the exchange ratio applicable to Suez shareholders in the context of the merger, referred to in Section 2.4.4, with the number thus obtained rounded off to the nearest whole number, • the subscription price of a Gaz de France share will be equal to the subscription price per share for each Suez share after the adjustment described in the paragraph above divided by the exchange ratio applicable to shareholders, referred to in Section 2.4.4. The subscription price thus obtained will be rounded off to the nearest euro cent, the other terms of the stock option plans, on this date, remain unchanged.

(b) Assumption of commitments for Suez free share allotment plans The number of free shares allocated by Suez during the acquisition period as of the effective date of completion of the merger will be adjusted, in accordance with the provisions of the Suez free share allotment plans to take into account, subject to approval, the Distribution prior to the effective date of completion of the merger. To this end, for every beneficiary of the bonus share plan, the following formula will be applied, in accordance with the rules of the bonus share plans Number of Suez shares granted before the Distribution ϫ [1 / (1 – amount of the Distribution per Suez share / value of the Suez share before the Distribution)], for the purposes of this adjustment, the following amounts will be used: • for the “amount of the Distribution per Suez share”, one fourth of the weighted average of the Suez Environnement Company share prices during its first 15 trading days on the Euronext Paris market; and • for the “value of the Suez share before the Distribution”, pursuant to the terms of the Plans, the weighted average of Suez share prices on the Euronext Paris market over the period of the three (3) trading sessions preceding the effective date of the Distribution.

56 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Pursuant to Article L.225-197-1 of the French Commercial Code, Gaz de France will fully assume all Suez obligations to the beneficiaries of plans for the distribution of Suez bonus shares. The rights of beneficiaries as adjusted pursuant to the above paragraph will therefore be carried forward to the shares of the Acquiring Company according to the merger parity described in Section 2.4.4, under the following terms: the number of Gaz de France shares to which each shareholder will be entitled under the same allotment plan will correspond to the number of Suez shares to which the shareholders would be entitled under this plan after the adjustment described in the paragraph above, multiplied by the exchange ratio applicable to shareholders mentioned in Section 2.4.4. The number thus obtained will be rounded off to the nearest whole number.

Moreover, Gaz de France expressly undertakes to assume the commitments of Suez to the employees of its group pursuant to the agreement of July 3, 2007.

2.2.7 Consequences of the transaction on the employee shareholding plan

The consequences on the Suez employee shareholding plan described below do not take into account the impact of the Spin-off-Distribution, described in Section 5.1.6.5 b (ii) of the listing prospectus for listing of the shares of Suez Environnement Company for trading on the Euronext Paris market prepared by Suez and Suez Environnement Company and granted visa No 08-127 by the AMF on June 13, 2008.

• Consequences of the merger for Suez stock option beneficiaries.

Suez’ commitments related to stock option plans will be carried over to Gaz de France shares under the terms of Section 2.2.6. (a).

• Consequences of the merger for Suez shareholders who have exercised their stock options and are subject to the two-year holding period.

The merger transaction will be of an interim nature with respect to the two-year holding period of shares obtained through the exercise of stock options.

To benefit from the tax treatment of Article 200 A 6 of the French General Tax Code, Gaz de France shares (or fractional Suez shares) to which shareholders will be entitled through their Suez shares resulting from the exercise of Suez stock options will, be kept for a period equal to the holding period remaining for the Suez shares concerned.

• Consequences of the merger for holders of Suez stock options who have exercised them under the Company Savings Plan or the Group Savings Plan.

The merger transaction will be a step with respect to the five-year lock-in period for shares obtained through the exercise of stock options under the Employee Savings Plan or the Group Savings Plan.

The Gaz de France shares (or fractional Suez shares) to which the Suez shares will give rights resulting from the exercise of Suez options must be held in the Company Savings Plans or Group Savings Plan for the lock- in period remaining for the Suez shares in question.

• Consequences of the merger for beneficiaries of Suez free shares.

Suez’ commitments related to Suez free shares issues will be carried over to Gaz de France shares under the terms of Section 2.2.6. (b).

• Consequences of the allotment of the Company’s shares to the holders of Suez bonus shares subject to a lock-in period.

The merger transaction will be a step with respect to the vesting and holding period of Suez free shares.

To benefit from the applicable tax treatment of Articles 80 quaterdecies and 200 A 6 bis of the French General Tax Code, the Gaz de France shares or fractional Suez shares to which the Suez bonus shares give rights must be kept for a period equal to the holding period remaining for the Suez shares concerned.

• Consequences of the merger for the holders of the Spring Classique and Spring Levier FCPEs.

The merger will be a step since owners of Suez FCPE units will become owners of GDF Suez FCPE units through the merger.

57 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.2.8 Treatment of the D.S.R. shares and VVPR Strips The current holders of Suez Depositary Share Receipt (“D.S.R. Shares”) will be required to remit their Suez DSR shares to their regular financial intermediary. The Merger Clearing Agent will ensure the clearing of Suez D.S.R. shares, proceed to decertificate them and deliver to the financial intermediaries, in accordance with their requests, the decertificated Gaz de France shares corresponding to multiples of 22 Suez shares. For the remainder of Suez shares (fractional shares), the financial intermediaries will be responsible for crediting their clients with the Gaz de France shares and, if applicable, the fractional Suez shares due to them. Thus, like all shareholders, former holders of Suez D.S.R. shares representing fractional shares will be required to personally ensure the sale of fractional Suez shares or purchase of the number of shares required to obtain 21 additional Gaz de France shares. Gaz de France undertakes to defray the fees for the acquisition or sale of fractional rights under the same conditions as those described in Section 2.2.5. In addition, like all shareholders, former holders of Suez D.S.R. shares may hold their Gaz de France shares in registered form (either registered on the company’s books or with a financial intermediary) or bearer form as provided in Section 2.2.5.e). The new Gaz de France shares issued in the context of the merger cannot be held in the form of DSR shares. The holders of Suez VVPR Strips will receive a number of Gaz de France VVPR Strips calculated according to the merger exchange ratio. Those with an insufficient number of Suez VVPR Strips to exercise the entirety of their rights will be required to personally ensure the sale or purchase of the required number of securities for this purpose. To facilitate this process, fractional Suez VVPR Strips will continue to be traded on Euronext Brussels for a period of three (3) months as from the date of effective completion of the merger. The fees payable to that effect will be paid by the holders of the VVPR Strips. At the end of this three-month period, Suez VVPR Strips will only be transferable by private agreement. Moreover, exchanges of Suez VVPR Strips for Gaz de France VVPR Strips will no longer be possible as from the date of the sale of non-allocated Gaz de France shares pursuant to the merger as described in Section 2.2.5. It is specified that after the completion of the merger, Suez VVPR Strips will not entitle their bearers to a reduced withholding rate on the dividends paid by Gaz de France.

2.2.9 Regulatory issues (a) Merger Control European competition law The merger of Gaz de France and Suez is a pan-European transaction pursuant to EC Regula- tion No. 139/2004 of the Council of January 20, 2004, relating to limits on concentrations between firms. Gaz de France and Suez jointly notified the European Commission of the transaction on May 10, 2006. At the end of an investigation known as “Phase II”, the European Commission stated on November 14, 2006 that the transaction was compatible with the common market and authorized it to be carried out. Gaz de France and Suez have made the following commitments to the European Commission: • The new group will give up the 25.5% shareholding held by Gaz de France in SPE. • The new group will sell Suez’s holding in its subsidiary Distrigaz. Nevertheless, the new group will be able to require that Distrigaz and its purchaser take all necessary steps to facilitate the transfer of supply contracts for a volume of 20 TWh and sign supply contracts for a total maximum volume of 50 TWh with Distrigaz for providing supplies to Electrabel and its ECS subsidiary (subsidiary of Electrabel), on the understanding that the volumes will fall (i) at the same time as the drop in the volumes of Distrigaz’s corresponding supply contracts with producers and (ii) in proportion to the drop in ECS sales on the natural gas supply market to public distribution clients. The term of these contracts, which include H gas and L gas, will be five years. These different arrangements will help to secure gas volumes for supplies to clients and Electrabel power stations.

58 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • The new group will reduce to 45% (maximum) its shareholding in Fluxys SA (owner of transport/storage installations in Belgium) and will lose control thereof. Management autonomy will be guaranteed by new governance measures. At the same time, the new group will have a 60% (maximum) interest in the Zeebrugge terminal, one of the largest European terminals, with the creation of a company, Fluxys International, holding the ownership of this LNG terminal, the management of the hub and other assets outside Belgium. In addition, the new group has taken the following commitments concerning infrastructures and heating networks: • Measures facilitating access to the Zeebrugge hub (creation of a single entry point); opening of a bid tender for the second extension of the Zeebrugge LNG terminal and reinforcement of the North-South capacity transit through Belgium, new storage capacities; improvement of transparency rules of the Belgian market. • Transfer of Distrigaz & Co. (which markets the transport capacity on the Troll and RtR axes) to Fluxys. • Transfer of the 25% holding of Gaz de France in Segeo (a company owning a gas pipeline in Belgium linking the Dutch and French borders) to Fluxys. • Substantial development by Gaz de France of additional storage capacities in France to accommodate future market growth and a substantial increase in the unloading and regasification capacity of the Montoir de Bretagne terminal, whose the current capacity of 8 billion m3 will be raised to 12 billion m3 over the medium term, and then to 16 billion m3. • Creating a branch for the management activities of the LNG terminals in France, according to the model adopted in 2005 for the transmission network (GRTgaz), and the distribution network (GRD). Gaz de France has already created a subsidiary for the activities of the Fos Cavaou terminal and the distribution network as at December 31, 2007. • Improvement of the corrective devices for routing on the GRTgaz transport network and measures to strengthen transparency relating to storage in France. • Sale of the heating networks of Cofathec Services and sale of Cofathec Coriance (the subsidiary Cofathec Coriance manages the public service contracts for heating networks of local authorities), excluding its activities in cooling networks. Suez and Gaz de France have reserved the possibility of implementing the disposals required under the commitments described above by simultaneously acquiring other energy assets. On May 24, after implementing a competitive process, Suez announced that it had entered into exclusive negotiations with ENI to conclude a definitive agreement with regard to the sale of its investment in Distrigaz. On May 29, Suez announced that it had concluded a definitive agreement with ENI valuing Suez’ ownership interest in Distrigaz at 2.7 billion euros. Completion of the sale is subject to the condition precedent of the completion of the merger between Gaz de France and Suez, the non-exercise of pre-emptive rights by Publigaz, the approval of ENI by the European Commission, and the required merger control authorizations. In accordance with the goals of the simultaneous acquisition of assets described in the previous paragraph, Suez has stated that it has signed a global agreement with ENI to acquire a group of energy assets in Italy: — 1,100 MW of virtual production capacity (VPP) in Italy (price of A1.2 billion); — the gas distribution network of the municipality of Rome (price of A1.1 billion); — a set of Exploration-Production assets (price on the order of A273 million); — a supply agreement for 4 billion m3 of gas per year in Italy over 20 years (with an optional additional supply agreement for 2.5 billion m3 per year over 11 years, deliverable in Germany); — a supply agreement of 900 million m3 of LNG per year in the Gulf of Mexico. On March 28, 2008, Gaz de France entered into exclusive negotiations with A2A — the leading Italian operator in Italian urban heating — for the sale of Cofathec Coriance. On May 29, a share purchase agreement was signed between Cofathec, a Gaz de France subsidiary, and A2A.

59 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The price paid by the acquirer for Cofathec Coriance was A44.6m. The transaction remains subject to the approval of the competition authorities. On May 24, 2008, Gaz de France announced that it had entered into exclusive negotiations with EDF for the sale of its shareholding in Segebel (which holds 51% of the capital of SPE), through a competitive process. Other than the disposals that have already been announced by Gaz de France and Suez, Suez should also proceed with the disposal of 12.5% of Fluxys, one of its subsidiaries, to Publigaz prior to June 30, 2008. The Suez Group’s shareholding in Fluxys will therefore decrease from 57.5% to 45%.

Authorization requests from non-European concentration control authorities Authorizations for the merger-takeover transaction of Suez by Gaz de France regarding limitations on concentrations have been applied for and obtained in the countries in which such authorizations were required. However, as the authorization decisions obtained had expired in Mexico, Ukraine and the United States, an extension of the Mexican authorization has been obtained and new notifications carried out in Ukraine and in the United States have already resulted in a new authorizations in both cases.

(b) Committee of Credit Institutions and Investment Firms (“CECEI”) Authorization for the merger-takeover transaction of Suez by Gaz de France was requested from the CECEI with regard to Gaz de France’s holdings in Gaselys and Banque Solféa. In its rulings of October 1 and 8, 2007, the CECEI authorized the State’s loss of control of these companies.

(c) Specific commitments made to the Belgian authorities (Pax Electrica II) When the merger plan between Gaz de France and Suez was announced and presented to the Belgian government on March 9, 2006, the government expressed a favorable opinion on the plan. It also reaffirmed its commitment to improving electricity production in the Belgian market. Belgian authorities therefore wanted additional measures to be added to the agreement signed in the autumn of 2005 (the Pax Electrica). The objective of the government is to increase the number of active electricity producers so that at least two other producers would be operating in addition to the Group. Suez and Electrabel therefore gave the following commitments in connection with the merger between Gaz de France and Suez, which will be assumed by the group resulting from the merger: • Suez and Electrabel agreed with SPE to increase it allocation an additional 250 MW, in the existing co-ownership of the nuclear units Doel 3 and 4 and Tihange 2 and 3, which link Electrabel and SPE. They also agreed to enter into long-term sales contracts with this company for 285 MW, which could be converted into co-ownership when they expire. These agreements will be subject to financial conditions that are competitive and balanced overall. There will also be an exchange of the 100 MW held by SPE in the Chooz B generating station for 100 MW in Doel 3 and 4 and Tihange 2 and 3, so that the nuclear power of the group in France will be 1,200 MW. • The new group resulting from the merger will continue to examine the simultaneous acquisition possibilities with other players on the Belgian market, on a negotiated and balanced basis. This outlook is in line with the group’s strategy and will help to accelerate its development in Europe, without putting a strain on its overall production capacity — 55,270 MW at the end of 2007 — and its long-term profitability. • In line with what is observed in other European markets, the Suez Group has undertaken not to raise the price of electricity (energy part) for Belgian residential customers (except under exceptional circumstances) during the period implementing the aforementioned measures. The group resulting from the merger will contribute to the country’s supply stability through an investment plan and will pursue its efforts to offer competitive prices. In addition, it will

60 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 develop proposals for long-term contracts for major industrial consumers in Belgium, within the limits of European law.

• Following the Belgian government’s intervention in recent increases in household energy expenditure, Suez has made in 2006 a one-time contribution of A100 million.

• The Belgian government has confirmed the importance it attaches to the maintenance of a long- term relationship with the sector via suitable consultation mechanisms, and will therefore assure the general stability of the regulatory framework applying to the group.

• Measures to strengthen the control of the Belgian State over the availability of nuclear supplies and giving priority to allocating investments in renewable energy and energy savings in Belgium have been developed, without affecting the existing rules regarding the rights and responsibilities of the nuclear operator and supply company. These measures are also associated with the Belgian state and through the Commission on Nuclear Supplies18.

(d) Other authorizations

Because Gaz de France and Suez carry out business activities in many countries around the world, Gaz de France and Suez are proceeding with the appropriate steps to obtain the many administrative and regulatory authorizations required by applicable laws.

Despite these efforts, Gaz de France and Suez are not in a position to guarantee that all of the necessary authorizations for the merger will be obtained before the merger’s completion.

2.3 Accounting for contributions

2.3.1 Description and value of the assets contributed and liabilities assumed

In accordance with Regulation No. 2004-01 of May 4, 2004 related to the accounting treatment of mergers and related transactions as amended by Notice 2005.C of May 4, 2005 of the Emergency Committee, and due to the features of the merger, it has been decided that the contribution of assets and liabilities transmitted by Suez will be valued at their net carrying amount.

As the merger will be effective retroactively as from January 1, 2008, it has been planned that the asset and liability items contributed by Suez will be recognized on the basis of their net carrying amount in the corporate financial statements of Suez as of December 31, 2007.

This listing is for information only, and is open-ended, because the assets of Suez must be completely transferred to Gaz de France in the state they are in on the date of effective completion of the merger, in accordance with the provisions of Article L.236-1 of the French Commercial Code. The assets contributed will be recorded in the Gaz de France statements using the gross values, depreciation, amortizations and impairment provisions applied to these assets on the books of the company being taken over.

18 The Commission on Nuclear Suplies (formerly the “monitoring committee”) was instituted and is regulated by the Belgian law of April 11, 2003, on the provisions for the dismantling of nuclear power stations and for the management of radioactive fission materials in these power stations, as amended by the Law of April 25, 2007 stipulating various provisions (M.B. May 8, 2007). It issues notices concerning (a) the methods for establishing provisions for the dismantling and the management of radioactive fission materials, and periodically evaluates the appropriate character of these methods, (b) the revision of the maximum percentage of the funds representing the counter-value of the provisions which Synatom, the nuclear supply company, may lend to nuclear operators in accordance with the law of April 11, 2003, (c) the categories of assets in which Synatom may invest the portion of these funds which it cannot lend to the nuclear operators in accordance with the law of April 11, 2003, and the conditions under which these investments are made. It monitors (a) the data which Synatom makes available to it regarding the adequacy of the provisions, (b) the correct application of the methods for creating provisions for dismantling and managing irradiated fissile materials, the conditions under which Synatom loans these funds to nuclear operators pursuant to the law of April 11, 2003, (d) the policy of nuclear operators in terms of mortgages, (e) the conditions of the loans if any made by Synatom pursuant to the law of April 11, 2003, and (f) the availability of the equivalent value of those loans, including any guarantees made by the beneficiaries of such loans.

61 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 CONTRIBUTION OF SUEZ ASSETS The net carrying amount of the assets contributed by Suez in connection with the merger, based on the corporate financial statements of Suez as of December 31, 2007: Depreciation, amortization and Gross value provisions Net value In E Intangible assets ...... 34,071,695 18,320,983 15,750,712 Property, plant & equipment ...... 13,162,584 8,596,409 4,566,175 Financial fixed assets ...... 39,656,909,330 2,751,763,839 36,905,145,491 Equity investments ...... 38,203,586,120 2,509,397,987 35,694,188,133 Other long-term investments ...... 1,204,180,261 396,800 1,203,783,461 Receivable from equity investments ...... 240,716,265 240,713,686 2,579 Other financial fixed assets...... 8,426,684 1,255,365 7,171,319 Current assets...... 777,736,888 12,616,492 765,120,396 Accruals, deferred income and translation adjustments ...... 46,415,236 0 46,415,236 Total amount of Suez assets contributed as of Dec. 31, 2007 ...... 40,528,295,733 2,791,297,723 37,736,998,010

ASSUMPTION OF SUEZ LIABILITIES The merger contribution of Suez is agreed and accepted subject to the assumption by Gaz de France of all the liabilities of the company being taken over, on the basis of the corporate financial statements of Suez as of December 31, 2007; these include the following principal elements (net carrying amount): In E Provisions for contingencies and losses ...... 249,685,167 Financial liabilities ...... 499,625,668 Trade accounts payable ...... 145,444,149 Other liabilities ...... 4,572,634 Accruals, deferred income and translation adjustments...... 44,504,054 Total amount of liabilities assumed as of Dec. 31, 2007 ...... 943,831,672 Based on the descriptions and valuations above, and except as expressed therein, it results that: AS OF DECEMBER 31, 2007, THE NET ASSETS CONTRIBUTED BY SUEZ THUS AMOUNT TO ...... E36,793,166,338

Restatements related to the restructuring in the interim period As indicated in Section 2.2.1(a), several restructuring transactions will take place prior to the completion of the merger. • Internal preliminary reclassifications A number of reclassifications between the entities of the Suez group and Suez Environnement Company were or will be made before the completion of the transaction to combine the environment- related business activities of the Suez group within Suez Environnement and its subsidiaries. These reclassifications are presented in the prospectus prepared by Suez Environnement Company and Suez for the listing of the Suez Environnement Company shares for trading on Euronext Paris and Euronext Brussels. The transactions carried out by Suez after December 31, 2007, will be recognized in the Gaz de France financial statements as transactions carried out by Suez in the interim period. • Merger through the simplified absorption of Rivolam with and into Suez Prior to the completion of the merger-takeover of Suez by Gaz de France, Suez will absorb its wholly- owned subsidiary Rivolam by means of a simplified merger. All the Rivolam assets, which are comprised almost exclusively of Suez Environnement shares and of Rivolam liabilities, will thus be transferred to Suez immediately before the merger discussed herein. This merger will be completed at

62 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 net book value and will be effective retroactively for tax and accounting purposes from January 1, 2008. The value of the net assets contributed by Rivolam has been valued based on Rivolam’s balance sheet as of December 31, 2007. This transaction will be recognized in the Gaz de France financial statements as a transaction carried out by Suez in the interim period. It is specified that its completion will have no effect on the equity of Suez. The technical merger loss resulting from the difference between the value of net assets contributed by Rivolam and the value of the Rivolam shares in the books of Suez, which amounts to A714,957,952, will be recorded under intangible assets in the books of Gaz de France as part of the acquisition of business activities in the interim period. • Contribution by Suez to Suez Environnement Company of its entire interest in Suez Envi- ronnement and distribution of 65% of the shares of Suez Environnement Company by Suez to its shareholders. Following the merger-takeover of Rivolam, Suez will contribute its entire interest in Suez Environ- nement to Suez Environnement Company through a partial spin-off governed by the legal treatment applicable to spin-offs This transaction will be completed at net carrying amount and will be effective retroactively for tax and accounting purposes from January 1, 2008. This transaction will be recognized in the financial statements of Gaz de France under transactions carried out by Suez in the interim period. It is specified that its completion will have no effect on the equity of Suez due to the completion of the transaction at net book value. In fact, the Suez Environnement Company stock delivered in exchange for the contribution of the Suez Environnement shares will be recognized at the same value as that of the Suez Environnement stock in the books of Suez and the technical merger loss generated under the merger-takeover of Rivolam by Suez will be kept in the financial statements of Suez. Immediately following the completion of the contribution and prior to the completion of the merger described herein, a portion of the Suez Environnement Company shares issued in consideration of the contribution and representing 65% of the share capital of Suez Environnement Company on the effective date of the distribution will be distributed pro rata by Suez to its shareholders (other than itself) in accordance with their interest in the capital. Subject to the grant of the requested tax-related approvals to apply the preferential tax treatment provided by Articles 210 B and 115 2 of the French General Tax Code to the aforementioned contribution and distribution, which has been approved by the Tax Authorities in principle in letters dated June 3, 2008, the distribution thus planned will reduce the net assets contribution of Suez by the distributed portion of the net carrying amount of the Suez Environnement Company shares in the books of Suez and by the portion of the technical merger loss relative to the distributed Suez Environnement Company shares.

NET ASSETS CONTRIBUTED BY SUEZ AS OF DECEMBER 31, 2007 RESTATED IN PARTICU- LAR FOR THE TRANSACTIONS OF THE INTERIM PERIOD Net assets contributed by Suez as of December 31, 2007 :...... 36793166338euros To which should be added the issue price for the capital increases since January 1, 2008 ...... 47810633euros From which should be deducted the book value of the Suez treasury shares after December 31, 2007 ...... 1456840674euros From which should be deducted the amount of the dividend distributions for fiscal year 2007 ...... 1728994451euros From which should be deducted the amount of the distribution of Suez Environnement Company shares (plus the portion of the technical merger loss relative to the Suez Environnement Company shares distributed) that will be granted to the Suez shareholders prior to the completion of the merger, in accordance with Section V of Chapter I above, subject to its approval by the Shareholders’ Meeting ...... [4 467 539 790] euros THE NET ASSETS CONTRIBUTED BY GAZ DE FRANCE THUS AMOUNT TO ...... 29 187 602 056 euros

63 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.3.2 Revaluations and readjustments made between contribution value and net carrying amount None.

2.3.3 Appraisal of contribution values None.

2.3.4 Breakdown of the calculation of the merger premium and merger loss The amount of the net contributed assets, the amount of the merger premium, i.e. A27 756 244 783, represents the difference between the amount of the portion (excluding treasury shares) corresponding to the shares not held by Gaz de France of the net assets contributed by Suez before adjustments related to the distributions of the roll-forward period, i.e., the sum of A28 963 905 475 and the par value amount of the increase in the capital of Gaz de France, i.e., A1 207 660 692. The merger premium can be allocated in accordance with the current principles decided by the Share- holders’ Meeting. It will be proposed that the Extraordinary General Meeting of Gaz de France called to approve the draft merger, authorize the Board of Directors to proceed with any allocation of the merger premium in order to (i) re-establish the regulatory reserves and provisions existing in the Suez balance sheet in the liabilities of the company, (ii) to charge to the merger premium all the expenses, duties and taxes incurred or due in connection with the merger transaction, (iii) to deduct from the merger premium the amounts needed to fully fund the legal reserve, and (iv) to cancel the distributions received from Suez by Gaz de France over the interim period (i.e., between the effective date of the merger and the date of its completion). The difference between the amount of the share (excluding treasury stock) corresponding to the shares held by Gaz de France of the net assets contributed by Suez before adjustments related to the distributions of the roll-forward period, i.e., A223 696 581 and the net book value of the Suez shares held by Gaz de France, i.e., A256 081 804, represents the amount of the merger loss, i.e. A32 385 223. Due to the nature of this merger loss, it will be recorded on the asset side of the Gaz de France balance sheet as intangible fixed assets. It will also be subject to an economic allocation to various assets contributed; if one of these assets is subsequently sold, the portion of the merger loss which was allocated to it will impact net income.

2.4 Asset Contribution Renumeration The asset contribution renumeration and the assessment of the exchange ratio have been agreed between the two companies.

2.4.1 Methods used for the assessment of the exchange ratio An analysis of the ratio of equity value per share1 of Gaz de France and SUEZ post spin-off of 65% of SUEZ’ Environment business (thereafter “Adjusted SUEZ”) has been performed in order to assess the exchange ratio. Adjusted SUEZ’ value per share has been calculated on the basis of SUEZ’ equity value minus 65% of SUEZ’ Environment business equity value. The analysis of the exchange ratio relies on a multi-criteria approach based on methods commonly used in similar transactions: • Analysis of volume weighted average share prices of Gaz de France and Adjusted SUEZ as of August 28th, 2007 (last trading day before rumours affecting both companies’ share prices) and as of May 16, 2008; • Analysis of the equity valuations published by securities research analysts on Gaz de France and Adjusted SUEZ as of May 16, 2008;

1 Number of shares outstanding as of May 16, 2008 excluding treasury shares and dilution taken into account with the Treasury Shares method (proceeds from the issuance of new shares used to buy-back shares on the stock market) as of May 16, 2008: 968.8 millions for Gaz de France and 1,296.6 millions for SUEZ, used in every per share calculation of this section

64 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Comparison of Gaz de France and Adjusted SUEZ’ valuations based on trading multiples of comparable companies as of May 16, 2008; • Comparison of Gaz de France and Adjusted SUEZ’ valuations based on a discounted cash-flow method (DCF) analysis. As described below, Adjusted SUEZ’ value was determined for each analysis with a method consistent with such analysis. For both trading multiples and discounted cash flow (DCF) analyses, SUEZ, Gaz de France and SUEZ’ Environment business adjusted net debt have been calculated consistently as follows: • Net financial debt as of December 31, 2007 is based on company filings for SUEZ and Gaz de France and on the information provided during April 4, 2008 Education Day for SUEZ Environment’s business. Bonds have been re-valued at their market value; • Net financial debt has been adjusted for share buy-backs made between January 1 and April 30, 2008 (adjustment based on company information); • The following debt-like provisions have been taken into account: post-tax book value of pension provisions and other employees benefits as of December 31, 2007; other debt-like provisions (site restoration for SUEZ, Gaz de France and SUEZ’ Environment business, nuclear and decommission- ing provisions for SUEZ) have been retained at their pre-tax book value as of December 31, 2007; • Listed minority interests were restated at market value based on 1-month share price average and other minority interests were retained at book value as of December 31, 2007; • Associates were taken into account at market value based on 1-month share price average for listed companies or based on information provided by SUEZ and Gaz de France. Other associates were valued at 2x Price to Book Ratio applied to book value as of December 31, 2007; • Other financial assets and liabilities were taken at book value as of December 31, 2007; • For SUEZ and Gaz de France, capex originally planned to be spent in 2007 according to the projections that were postponed to 2008 were added to published net debt as of December 31, 2007 in order to be consistent with the financial net debt calculated in the projections; and • For Gaz de France, three additional specific adjustments have been made: • A specific adjustment has been made in order to take into account the high seasonality of the working capital (being at a high point at financial year-end) and factor in a normalized working capital level; • An adjustment related to cumulated regulated tariff revenue losses was made; • Deferred taxes related to the transaction on the transportation grid in 2002 were taken into account; A consistent methodology has been used for the computation of adjusted net financial debt of comparable companies in the section (c) “Trading multiples of comparable listed companies” : adjustments as described above have been applied.

(a) Spot and average stock price Analysis as of May 16, 2008 The exchange ratio is analysed on the basis of the share prices as of May 16, 2008 (closing price) and average volume weighted share prices (closing prices) over 1 month, 3 month and 6 month periods and since the announcement on September 3, 2007. Adjusted SUEZ’ value per share is based on SUEZ’2 value per share minus 65% of SUEZ’ Environment business value per share. SUEZ’ Environment business per share valuation is based on comparable companies’ trading multiples (cf section (c)) divided by SUEZ’ number of shares.

2 The dividend of A1.36 paid on May 9, 2008 has been added to the share price of SUEZ between May 9 and May 16, 2008 for comparability purpose with the share price of Gaz de France

65 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Implied exchange ratio range Spot ...... 0.91x - 0.94x 1 month Average ...... 0.90x - 0.93x 3 months Average...... 0.90x - 0.94x 6 months Average...... 0.93x - 0.97x Since announcement ...... 0.94x - 0.97x

Source: Market data; Note: average share prices weighted by daily traded volumes Based on share prices as of May 16, 2008, the exchange ratio ranges between 0.90x and 0.97x.

Analysis as of August 28, 2007 The share price analysis is based on share prices before the rumours of the revised merger terms started affecting SUEZ’ and Gaz de France’s market valuations, i.e. before August 28, 2007 (closing date included). The methodology is the same as above and SUEZ’ Environment business valuation as of August 28, 2007 is based on comparable companies’ trading multiples as of August 28, 2007 (cf. section (c)). The implied exchange ratios as of August 28, 2007 are summarised in the table below: Implied exchange ratio range Spot ...... 0.92x - 0.96x 1 month Average ...... 0.92x - 0.96x 3 month Average ...... 0.93x - 0.97x 6 month Average ...... 0.94x - 0.97x

Source: Market data; Note: average share prices weighted by the daily traded volumes Based on the share price analysis as of August 28, 2007, the exchange ratio ranges between 0.92x and 0.97x.

(b) Equity analysts’ target prices Equity analysts’ target prices provide a relevant benchmark to assess the exchange ratio since a high number of analysts cover the two companies and publish recommendations and target prices. Target prices published after the announcement of the merger project are considered, and only analysts providing target prices for both Gaz de France and SUEZ as well as a valuation of SUEZ’ Environment business have been taken into account. The value of Adjusted SUEZ is calculated as the target price of SUEZ minus 65% of the valuation of SUEZ’ Environment business provided by the same equity analyst. The exchange ratio is calculated analyst by analyst. As of May 16, 2008, implied exchange ratios are as follows: Exchange ratio range Min Max 0.91x 1.02x

Source: Broker reports, Bloomberg

(c) Trading multiples of comparable listed companies The methodology consists in determining the value per share of Gaz de France and Adjusted SUEZ based on trading multiples of comparable listed companies, which are considered to be similar to Gaz de France and Adjusted SUEZ in terms of (i) business profile, (ii) geographic footprint and (iii) size. Comparable companies trading multiples are applied to the projected financials provided by both companies.

66 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Trading multiples retained for the analysis are based on EBITDA, according to the new Group GDF Suez definition (operating profit before amortization, depreciation and provisions, before non-cash costs of employee share ownership plans, before concession renewal expenses and excluding share in net income (loss) of associates). Enterprise value to EBITDA multiples are usually favoured by the financial community to value companies in the industries in which Gaz de France, SUEZ and SUEZ’ Environment business operate. Enterprise value to sales multiples are not retained, as sales do not reflect differences in profitability between companies. Enterprise value to operating income multiples are also excluded because of significant discrepancies in depreciation and provision accounting policies between the various companies. Price to earning (P/E) multiples are very heterogeneous due to differences in depreciation and provision accounting policies as well as in capital structures. Valuation based on P/E is not commonly used by equity analysts in these sectors. P/E multiples were, as a consequence, not retained for the assessment of the exchange ratio. Multiples are calculated as follows: • Market capitalization based on the share price as of May 16th, 2008 and diluted number of shares according to the Treasury shares3 method; • Adjustments from enterprise value to equity value based of the latest published balance sheet information and market updates; • Consensus of EBITDA forecasts based on recent equity research reports.

Listed comparable companies for Gaz de France Gaz de France is not directly comparable to any other European power and gas utility company due to the significant earnings contribution of its Exploration and Production (E&P) division. As a consequence, a weighted average multiple (based on EBITDA contribution) of European integrated utilities (electricity generation, electricity and gas infrastructure and supply of electricity and gas) and E&P companies has been calculated. A 25% weighting is applied to the average multiple of selected E&P comparable companies; a 75% weighting is applied to the average multiple of European integrated comparable utilities, in accordance with the EBITDA breakdown provided by Gaz de France.

Gaz de France Trading Multiples EV/EBITDA Integrated Utilities/ Suppliers / Infrastructure 2008 2009 EDF...... 9.9x 9.2x E.ON ...... 8.3x 6.9x RWE...... 6.5x 6.0x Centrica ...... 5.4x 5.0x Gas Natural ...... 8.1x 7.5x Enagas ...... 10.3x 9.3x SRG...... 8.7x 8.4x National Grid ...... 8.0x 7.7x Average Integrated Utilities/Suppliers/Infrastructure ...... 8.1x 7.5x Exploration & Production Dana ...... 4.3x 5.2x Venture ...... 3.6x 3.1x Average E&P ...... 4.0x 4.1x Weighted Average ...... 7.1x 6.7x

3 Proceeds from the issuance of new shares used to buy-back shares on the stock market

67 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Gaz de France’ trading multiples are presented below, for illustrative purposes only and are based on the following assumptions:

• One-month volume weighted average share price as of May 16, 2008;

• EBITDA as per Gaz de France’s 2008 and 2009 projections;

• Adjusted net debt as defined above

EV/EBITDA Gaz de France 2008e 2009e One-month average as of May 16, 2008...... 7.1x 6.8x

Listed comparable companies for SUEZ

Adjusted SUEZ has been valued on the basis of two sets of listed comparables companies for SUEZ’ Energy and Environment businesses.

Comparable companies for SUEZ’ Energy business are European integrated utilities present in electricity generation, transport and distribution networks and supply.

SUEZ Trading Multiples-Energy Activities

EV/EBITDA Integrated Utilities 2008 2009 EDF...... 9.9x 9.2x Verbund...... 13.2x 12.0x EDP...... 9.7x 8.9x E.ON ...... 8.3x 6.9x RWE...... 6.5x 6.0x SSE...... 9.3x 8.5x Iberdrola...... 10.0x 9.1x Fortum ...... 12.3x 10.7x Average Integrated Utilities ...... 9.9x 8.9x

SUEZ’ trading multiples are presented below, for illustrative purposes only and are based on the following assumptions:

• One-month volume weighted average share price as of May 16, 2008;

• EBITDA as per SUEZ’ s 2008 and 2009 projections;

• Adjusted net debt as defined above.

EV/EBITDA Suez (Energy and Environment) 2008e 2009e One-month average as of May 16, 2008...... 9.3x 8.4x

The valuation of SUEZ’ Environment business is based on Veolia Environnement’s trading multiple as Veolia Environnement is considered the closest comparable to SUEZ’ Environment business.

Veolia Environnement is the world co-leader in waste and water management alongside SUEZ’ Environ- ment, business and has the most comparable business profile with respect to size, geographical footprint, and business mix.

Trading multiples of key European listed players in the waste and water industries (excluding companies under offer, subject to takeover attempts or to significant speculation) are presented below for illustrative

68 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 purpose only. As shown in the table below the multiple of Veolia Environnement is within the range of those of other companies.

SUEZ Trading Multiples-Environment Division

EV/EBITDA 2008 2009 Veolia Environnement ...... 8.1x 7.3x NWG...... 9.8x 9.5x Severn Trent ...... 8.6x 7.9x United Utilities ...... 8.0x 7.6x L&T...... 7.9x 7.0x Seche Envt ...... 7.5x 6.9x Shanks ...... 9.6x 9.0x

Exchange ratio

Based on the trading multiple analysis the implied exchange ratio ranges between 0.85x and 1.03x.

Exchange Ratio Analysis

Based on the trading multiple analysis the implied exchange ratio ranges between 0.85x and 1.03x.

This result is based on the following methodology:

• Weighted average of 2008 and 2009 trading multiples of Gaz de France’s comparable companies and average of 2008 and 2009 trading multiples of SUEZ’energy business comparable companies as of 16 May 2008 are applied to the 2008 and 2009 EBITDA of Gaz de France and SUEZ’ energy business;

• Adjusted net debt as defined in paragraph 2.4.8 is subtracted from the implied firm values to obtain the equity value of Gaz de France and SUEZ’ Energy business;

• The equity values of Gaz de France and SUEZ’ Energy business are converted into value per share using Gaz de France and SUEZ’ number of shares as of 30th April 2008

• The same methodology is applied to calculate SUEZ’ Environment business’ value per share, based on Veolia’s trading multiple;

• 35% of the resulting value per share is added to the value per share of SUEZ’ Energy business to derive the value per share of Adjusted SUEZ;

The exchange ratio range is derived from the ratio between the value per share ranges of Adjusted SUEZ and Gaz de France.

This methodology is summarized in the following tables.

Gaz de France

2008 2009 Weighted average ...... 7.1 6.7 EBITDA ...... EBITDA 08 EBITDA 09 Enterprise Value (EV) EV 2008 = 7.1 * EBITDA 08 EV 2009 = 6.7 * EBITDA 09 Adjusted Net Debt (AND) ..... ANDasof31Dec2007 AND as of 31 Dec 2007 Equity Value (EqV) ...... EqV2008 = EV 2008 – AND EqV 2009 = EV 2009 – AND Number of shares Gaz de France (Nosh) ...... Nosh as of 30 Apr 2008 Nosh as of 30 Apr 2008 Value per share Gaz de France (SP GDF) ...... SPGDF2008 = SP GDF 2009 = EqV 2008/Nosh EqV 2009/Nosh

69 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 SUEZ’ Energy Business 2008 2009 Average...... 9.9 8.9 EBITDA ...... EBITDA 08 EBITDA 09 Enterprise value (EV) ...... EV2008 = 9.9 * EBITDA 08 EV 2009 = 8.9 * EBITDA 09 Adjusted net debt (AND) ...... ANDasof31Dec2007 AND as of 31 Dec 2007 Equity value (EqV) ...... EqV2008 = EV 2008 – AND EqV 2009 = EV 2009 – AND Number of shares SUEZ (Nosh) ...... Nosh as of 30 Apr 2008 Nosh as of 30 Apr 2008 Value per share SUEZ’ Energy business (SP SUEZ Energy) . . SP SUEZ Energy 2008 = SP SUEZ Energy 2009 = EqV 2008/Nosh EqV 2009/Nosh

SUEZ’ Environment business 2008 2009 Veolia Environnement Multiple ...... 8.1 7.3 EBITDA Enterprise Value (EV) ...... EBITDA 08 EV 2008 = 8.1 * EBITDA 09 EV 2009 = 7.3 * EBITBA 08 EBITDA 09 Adjusted net debt (AND) ...... ANDasof31Dec2007 AND as of 31 Dec 2007 Equity value (EqV) ...... EqV2008 = EV 2008 – AND EqV 2009 = EV 2009 – AND Number of shares SUEZ (Nosh) ...... Nosh as of 30 Apr 2008 Nosh as of 30 Apr 2008 Value per share SUEZ’ Environment business (SP SUEZ Env) ...... SPSUEZ Env 2008 = SP SUEZ Env 2009 = EqV 2008/Nosh EqV 2009/Nosh

Adjusted SUEZ 2008 2009 Value per share SUEZ’ Energy business ...... SPSUEZ Energy 2008 SP SUEZ Energy 2009 Value per share SUEZ’ Environment business...... SPSUEZ Env 2008 SP SUEZ Env 2009 Value per share Adjusted SUEZ (SP Adjusted SUEZ) ...... SPAdjusted SUEZ 2008 = SP Adjusted SUEZ 2009 = SP SUEZ Energy 2008 SP SUEZ Energy 2009 + 35% * SP SUEZ Env 2008 + 35% * SP SUEZ Env 2009

Exchange Ratio Value per share adjusted SUEZ (SP Adjusted SUEZ) ...... SPAdjusted SUEZ 2008 SP Adjusted SUEZ 2009 Value per share Gaz de France (SP GDF) ...... SPGDF2008 SP GDF 2009 Exchange ratio ...... SPAdjusted SUEZ 2008 / SP SP Adjusted SUEZ 2009 / SP GDF 2008 GDF 2009

(d) Discounting cash flows analysis (DCF) The discounted cash flow analysis consists in determining the enterprise value of an asset by discounting the estimated future cash flows of the asset. The method is applied to the 2007-2010 projections provided by Gaz de France and SUEZ presented in Section 2.4.8. Assumptions underlying SUEZ and Gaz de France projections with respect to energy prices and related market spreads (oil, gas and electricity prices) were made by each company separately to the best of their knowledge, at the relevant division level at the time projections were established. They are based on short

70 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 term forward prices determined at different dates and based on different strategic analyses performed by Suez and Gaz de France separately. Regarding long term assumptions, they are rather consistent. On that basis, Suez and GDF believe that differences, limited to short term projections, do not have such a significant impact as to question the comparability of the projections used for the consolidated DCF analysis. The scope of projections has been limited to 2010 given the lower reliability of energy forward prices beyond a 3-year horizon and the implied high volatility of cash flows. This choice resulted in the total firm value being mainly derived from the terminal value, making the valuation highly dependent of assumptions made for the calculation of terminal value. The firm value is calculated as the future cash flows discounted at the weighted average cost of capital as of January 1, 2008. It includes the net present value of the forecasted cash flows for the years 2008 to 2010 as well as a terminal value based on discount of a perpetual normative cash flow.

Gaz de France A discount rate of 6.6% was used for Gaz de France, based on the following assumptions: 3.9% risk-free rate (source: 10-year French government bond rate), 5.6% equity market premium (source: Associés en Finance) and 0.6 unlevered beta, reflecting the specific risk of Gaz de France compared to the market. The terminal value was determined according to Gordon Shapiro method, assuming a 2% long-term growth and a normative cash flow based on the projections’ last explicit forecast period (2010).

Suez A discount rate of 7.2% was used for SUEZ’ Energy division, based on the following assumptions: 3.9% risk-free rate (source: 10-year French government bond rate), 5.6% equity market premium (source: Associés en Finance) and 0.7 unlevered beta, reflecting the specific risk of SUEZ compared to the market. A discount rate of 6.8% was used for SUEZ’ Environment division, based on the following assumptions: 3.9% risk-free rate (source: 10-year French government bond rate), 5.6% equity market premium (source: Associés en Finance) and 0.7 unlevered beta reflecting the specific risk of Environment division compared to the market. The terminal values for both divisions were determined according to Gordon-Shapiro method, assuming 2.25% long-term growth for SUEZ’ Environment division and 2% for SUEZ’ Energy division, and normative cash flows based on the projections’ last explicit forecast period (2010).

Analysis of exchange ratio Sensitivity analyses on the values of Gaz de France and Adjusted SUEZ were carried out on the cost of capital and the perpetual growth rate. On the basis the DCF analysis, the implied exchange ratio ranges from 0.86x to 1.05x.

2.4.2 Criteria not retained to assess the merger parity (a) Net book value of assets and re-valued net assets Net book values of assets are not compared given that market values in the energy sector are generally not accurately reflected by the historical asset values. The re-valued net assets method, which is used in certain sectors (holding companies, real estate, financial services) is not relevant for integrated energy groups such as SUEZ and Gaz de France.

(b) Comparable precedent transaction multiples The comparable transactions method has not been retained as this method is relevant for takeover transactions. Comparable transactions’ multiples usually include a control premium which would not make sense in this case, since the deal is structured as a merger of equals. In the case of mergers of equals, transactions occur at levels close to market prices thus at multiples close to those used in the trading multiple approach in section 2.4.1 (c) Trading multiples of comparable listed companies.

71 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (c) Discounted dividend method Discounted dividends analysis has not been used as it mainly depends on the future dividend policy of the companies.

(d) Earnings per share (EPS) and cash flow contribution analysis This approach, although relatively common in the case of mergers, has not been considered relevant as (i) comparing the net earnings of the two groups is difficult given their different financial structures and (ii) it would implicitly assume that Gaz de France, SUEZ and SUEZ Environment business are valued at the same multiple.

2.4.3 Summary Exchange ratios obtained according to aforementioned methodologies are summarised below: Exchange ratio Bracket Share price as of May 16th, 2008 ...... Spot 0.91x - 0.94x 1-month average 0.90x - 0.93x 3-month average 0.90x - 0.94x 6-month average 0.93x - 0.97x Since September 3rd 2007 announcement 0.94x - 0.97x As of August 28th, 2007 ...... Spot 0.92x - 0.96x 1-month average 0.92x - 0.96x 3-month average 0.93x - 0.97x 6-month average 0.94x - 0.97x Equity analysts’ target prices as of May 16th, 2008 0.91x - 1.02x Comparable trading multiples 0.85x - 1.03x Discounted cash flows (DCF) 0.86x - 1.05x These factors have not been affected by the recent share prices of the two companies.

2.4.4 Merger exchange proposed The merger exchange ratio proposed to the shareholders of Suez and Gaz de France is 21 Gaz de France shares for 22 Suez shares.

2.4.5 Review of the valuations adopted for each of the companies pursuant to recent transactions None.

2.4.6 Fairness opinion Pursuant to the general rules of the AMF, Suez decided, on its own initiative to seek the opinion of independent experts. For this purpose, the firm Oddo Corporate Finance represented by Franck Ceddaha (who meets the independence criteria established by the general rules of the AMF) was appointed as independent expert on March 6, 2008. The report is attached in Appendix 4 hereto and its conclusions are the following: The proposed Exchange Ratio of 21 Gaz de France shares for 22 Suez shares combined with the distribution by Suez to its shareholders (other than itself) of 65% of Suez Environnement Company shares, calls for the following comments: 1) With respect to the market approach to the Exchange Ratio, the analysis of the Gaz de France and Suez trade prices since the announcement of the Transaction was performed using two methodologies: on the one hand, by determining a value for Suez Environnement applying multiples of comparable companies and, on the other hand, by calculating the Suez Environnement value implied by the difference between the trade prices of Suez and Gaz de France which difference was adjusted by the Exchange Ratio. The first

72 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 methodology shows a slight premium for the Suez shareholders compared to the proposed Exchange Ratio, but is dependent upon the market valuation of Suez Environnement’s principal comparable notably since the beginning of 2008. The second methodology shows an implied value of Suez Environnement which is lower than the value determined using the first methodology as well as the value estimated by the main financial analysts that established a value of Suez Environnement. This difference in value can be explained, among other factors, by the relative uncertainty of the proper completion of the merger and therefore the uncertainty of the listing of Suez Environnement Company, as well as by the difficulty to structure an arbitrage between the stock of the two companies which is due to the low liquidity of Gaz de France shares. The market approach also enables to notice that the current valuation of Suez is consistent with that of the main listed European groups in the energy sector. 2) Although the intrinsic approach to this Exchange Ratio, based on the present value of the future cash flows of each of the business segments of the two groups, is dependent upon the assumptions in the financial projections prepared in the summer of 2007 which were provided to us and notably upon the middle-term evolution in energy prices and in the US$ / B exchange rate, as well as upon the level of capital expenditures to sustain the organic growth of production capacities in particular with respect to Suez’ Suez Energie Europe division and Gaz de France’s Exploration-Production segment, the results of our work show a slight premium for the Suez shareholders compared to the proposed Exchange Ratio. This approach is also of interest because it includes a valuation of Suez Environnement based on its forecasted and forward-looking intrinsic performances. 3) Although the proposed Transaction was designed and structured by the parties as a “merger of equals”, the proposed Exchange Ratio shows implied multiples of 2007 and 2008 EBITDA to the enterprise value for Adjusted Suez that are close to those observed during recent European takeover transactions in the energy and environment sectors. 4) Furthermore, the amount of synergies announced and the announced timing of their realization should also enable the Suez minority shareholders to benefit from a net present value per Adjusted Suez share of approximately B4 B per share, provided that the synergies are realized in accordance with the announced timing of their realization. 5) The analysis of the two-year negotiations history regarding the implementation of this transaction leads to the observation that the proposed Exchange Ratio represents for the Suez’ shareholders an improvement of the initial terms of the merger with Gaz de France. The Transaction also enables the Suez shareholders to directly obtain 65% of the value of Suez Environnement Company, a listed entity active in an industry which benefits from important international development prospects, notably in the Waste Management sector, which has a group of stable shareholders that have undertaken to support this strategy. It should also be noted that, despite the public nature of the projected merger and the numerous marks of interest, no third- party offer has filed for the capital of Suez during that entire period. The fact that the French government will own a 35.6% interest in the combined GDF Suez group and will, in addition, hold a golden share on some of the Gaz de France’s networks calls for the following comments: (i) this situation is not unknown for the Suez shareholders: during the takeover of Electrabel in 2005, the Belgian government imposed a golden share on three assets and created the “Pax Electrica”, the implementation of which is supervised by the Belgian regulatory authority; (ii) the proposed deal structure does not result in the obligation to launch a mandatory takeover on Suez; (iii) the corporate governance and the allocation of the share capital among the shareholders following the merger justify the fact that Suez will consolidate the new group within the meaning of the accounting standard IFRS 3 on business combinations; (iv) in an European energy context where the governments can be shareholders, tariffs regulators or benefit from special rights to certain assets that are considered to be sovereign, this particular case is no exception. In light of the current market conditions and given our findings and the foregoing, we consider that the proposed Exchange Ratio of 21 Gaz de France shares for 22 Suez shares combined with the distribution by Suez to its shareholders (other than itself) of 65% of Suez Environnement Company shares is fair, from a financial point of view, to the Suez shareholders. Executed in Paris, on June 4, 2008

Franck Ceddaha Dominik Belloin Associate Manager Associate Manager Oddo Corporate Finance Oddo Corporate Finance

73 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.4.7 Opinion on the merger exchange ratio (a) Opinion of Goldman Sachs International to the Board of Directors of Gaz de France On June 4, 2008, Goldman Sachs International made a presentation of its financial analyses of the transaction to the board of Gaz de France and rendered its oral opinion, subsequently confirmed by delivery of its written opinion dated June 5, 2008, to the board of directors of Gaz de France that, as of such date, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Gaz de France. On June 5, 2008, Goldman Sachs International delivered to the board of directors of Gaz de France its written opinion, that, as of the date of the opinion and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement, dated as of June 5, 2008 (the “merger agreement”), was fair from a financial point of view to Gaz de France. The opinion of Goldman Sachs International noted that the merger agreement contemplates an internal reorganization of Suez to consolidate its environment activities under Suez Environnement Company (“Suez Environnement”) and the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger pursuant to the merger agreement. The full text of the written opinion of Goldman Sachs International, dated June 5, 2008, which was issued in English and sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix 5. Goldman Sachs International provided its opinion for the information and assistance of the board of directors of Gaz de France in connection with its consideration of the transaction contemplated by the merger agreement. The opinion of Goldman Sachs International does not constitute a recommendation as to how any holder of Gaz de France ordinary shares, Suez ordinary shares or Suez American Depositary Shares (“Suez ADS”) should vote with respect to the merger, the distribution of ordinary shares of Suez Environnement or any issuance of Gaz de France ordinary shares. The opinion of Goldman Sachs International was not delivered pursuant to Article 261-1 of the general regulation of the French Autorité des Marchés Financiers and should not be considered a “rapport d’expert indépendant” nor an “expertise indépendante”or“attestation d’équité”, nor shall Goldman Sachs International be considered an “expert indépendant”, in each case within the meaning of the French Règlement Général of the Autorité des Marchés Financiers (in particular Book II, Title VI (Livre II, Titre VI) thereof). In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs International reviewed, among other things: • the definitive merger agreement, dated June 5, 2008; • a draft of the registration statement on Form F-4 for the merger, dated May 27, 2008; • a draft of the Document E for the merger pursuant to the merger agreement, dated May 31, 2008; • a draft of the Document d’information for the distribution of Suez Environnement ordinary shares contemplated by the merger agreement, dated May 13, 2008; • annual reports to shareholders of Gaz de France for each of the five fiscal years ended December 31, 2007; • the Document de Base for Gaz de France registered with the AMF as of April 1, 2005; • the Documents de Référence for Gaz de France for each of the three fiscal years ended December 31, 2007; • annual reports to shareholders and Documents de Référence of Suez for each of the five fiscal years ended December 31, 2007; • annual reports on Form 20-F of Suez for each of the five fiscal years ended December 31, 2006; • certain interim reports to shareholders of Gaz de France and Suez; • certain other communications from Gaz de France and Suez to their respective shareholders; • certain internal financial analyses and projections for Gaz de France prepared by the management of Gaz de France, as approved by the management of Gaz de France for use by Goldman Sachs International for purposes of its opinion (the “Gaz de France Management Projections”); • certain internal financial analyses and projections for Suez and Suez Environnement prepared by the management of Suez (including of Suez Environnement), as approved by the management of Gaz de France for use by Goldman Sachs International for purposes of its opinion (the “Suez Management Projections”, and together with the Gaz de France Management Projections, the “Projections”); and

74 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • certain cost savings and operating synergies jointly projected by the managements of Gaz de France and Suez to result from the transaction contemplated by the merger agreement, as approved by the management of Gaz de France for use by Goldman Sachs International for purposes of its opinion (the “Synergies”). The Gaz de France Management Projections and the Suez Management Projections have been prepared by the managements of Gaz de France and Suez, respectively, on a stand-alone basis and are based on various assumptions, including regarding the evolution of brent oil and electricity baseload prices, the evolution of the applicable regulatory environment and regulated tariff levels, the development of electricity generation capacity, reserves and upstream production, currency exchange ratios and other factors. The Projections do not reflect the potential impacts from the business dispositions and other measures required by the European Commission, other competent competition authorities or other authorities as a condition to their approval of the merger. They also do not reflect the undertakings made by Suez to the government of Belgium in connection with the merger as part of the Pax Electrica II agreement. The Synergies have been determined by the managements of Gaz de France and Suez after giving effect to those business dispositions, other measures and undertakings, as well as to the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger. Furthermore, the Gaz de France Management Projections, the Suez Management Projections and the Synergies do not reflect the impact of any mandatory tender offer for the securities of any company partially owned, directly or indirectly, by Gaz de France or Suez that may be required to be made as a result of the transaction, if any. Goldman Sachs International has held discussions with members of the senior management of Gaz de France regarding their assessment of the strategic rationale for, and the potential benefits of, the transaction contemplated by the merger agreement and the past and current business operations, financial condition and future prospects of Gaz de France. Goldman Sachs International has also held discussions with members of the senior management of Suez regarding their assessment of the strategic rationale for, and the potential benefits of, the transaction contemplated by the merger agreement and the past and current business operations, financial condition and future prospects of Suez (including Suez Environnement). In addition, Goldman Sachs International has reviewed the reported price and trading activity for Gaz de France ordinary shares, Suez ordinary shares and Suez ADS, compared certain financial and stock market information for Gaz de France and Suez with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the energy and environment sectors specifically and in other industries generally, and performed such other studies and analyses, and considered such other factors, as it considered appropriate. For purposes of rendering its opinion, Goldman Sachs International relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs International assumed with Gaz de France’s consent that the Projections and the Synergies have been reasonably prepared by the managements of Gaz de France and Suez (including Suez Environnement), as the case may be, and reflect the best currently available estimates of the management of Gaz de France. Goldman Sachs International has also assumed with the consent of Gaz de France that all governmental, regulatory or other consents or approvals necessary for the consummation of the transaction contemplated by the merger agreement have been and will be obtained, that all conditions to and undertakings made in connection with such consents or approvals and all other undertakings made to any governmental or regulatory authority in connection with the transaction (including, but not limited to, the business dispositions and other measures required by the European Commission, the undertakings made by Suez to the government of Belgium as part of the Pax Electrica II agreement and any other transaction contemplated by the merger agreement related to the fulfilment of such conditions and undertakings) have been and will be fulfilled and implemented, and that any mandatory tender offer for the securities of any company partially owned, directly or indirectly, by Gaz de France or Suez (including Suez Environnement) required to be made as a result of the transaction contemplated by the merger agreement (if any) will be made, in each case, without any effect on Gaz de France or Suez (including Suez Environnement) or on the expected benefits of the transaction contemplated by the merger agreement in any way meaningful to the analysis of Goldman Sachs International. In addition, Goldman Sachs International has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Gaz de France, Suez, Suez Environnement or any of their respective subsidiaries and Goldman Sachs International was not furnished with any such evaluation or appraisal. Goldman Sachs International’s opinion does not address any legal, regulatory, tax or accounting matters nor does it address the underlying business decision of Gaz de France to engage in the transaction contemplated by the merger agreement nor the relative merits of this transaction as compared to any strategic alternatives that may be available to Gaz de France. The Goldman Sachs International opinion only addresses the fairness from a financial point of view to Gaz de France, as of the date of the opinion, of the exchange ratio pursuant to the merger agreement. Goldman Sachs International does not express any view on, and its opinion

75 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 does not address, any other term or aspect of the merger agreement or the transaction contemplated thereby, including, without limitation, the fairness of this transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Gaz de France, Suez or Suez Environnement or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Gaz de France or Suez (including Suez Environnement), or class of such persons in connection with the transaction contemplated by the merger agreement, whether relative to the exchange ratio in the merger pursuant to the merger agreement or otherwise. The opinion of Goldman Sachs International does not express any opinion as to the prices at which Gaz de France shares, Suez shares or shares in Suez Environnement will trade at any time. Goldman Sachs International’s opinion was necessarily based on economic, monetary market and other conditions, as in effect on, and the information made available to it as of June 5, 2008 and Goldman Sachs International assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after June 5, 2008. Goldman Sachs International’s opinion was approved by a fairness committee of Goldman Sachs International. The following presents a summary of certain financial analyses delivered by Goldman Sachs International to the board of directors of Gaz de France in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs International, nor does the order of analyses described represent any relative importance or weight given to those analyses by Goldman Sachs International. Some of the financial analyses presented in the summary include information presented in tabular format. The tables must be read together with the full text of each summary and are not on their own a complete description of Goldman Sachs International’s financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 30, 2008 and is not necessarily indicative of current market conditions. Where applicable, except as otherwise noted, illustrative equity value indications for Gaz de France, Suez, Suez Environnement or operating segments or units thereof were calculated by Goldman Sachs International by adjusting their respective enterprise value indications for net financial debt, minority interests and interests in associates, net financial assets, certain provisions, unfunded pension liabilities and certain other items based on the Projections, on public filings and other public information, and on other information released by or provided by Gaz de France and Suez. Furthermore, where applicable, and except as otherwise noted, enterprise value indications of Gaz de France, Suez, Suez Environnement and listed units thereof were calculated by Goldman Sachs International by adjusting their respective equity value indications based on their actual or average share price for net financial debt, minority interests and interests in associates, net financial assets, certain provisions, unfunded pension liabilities and certain other items based on Projections, on public filings and other public information, and on other information released by or provided by Gaz de France and Suez. Except as otherwise noted, all per Gaz de France or Suez share calculations have been made using a diluted number of 968,770,388 Gaz de France ordinary shares and 1,298,575,218 Suez ordinary shares, respectively (excluding treasury shares as of April 30, 2008, and including, in the case of Gaz de France, free shares to be awarded to employees and, in the case of Suez, free shares to be awarded to employees and shares issuable upon exercise of stock options using the treasury method, which means such calculations assume the use of the proceeds from subscription of shares upon exercise of options for the repurchase of Suez shares in the market). Unless indicated otherwise, when referring to Gaz de France, “EBITDA” has the same meaning as in the Gaz de France Management Projections, i.e., the Gaz de France’s definition of reported EBITDA (operating income before amortization, depreciation, impairment, provisions, replacement costs and employee share-based payments) adjusted for purposes of the foregoing, notably by excluding the net contribution from the sale of tangible and intangible assets and affiliates, by excluding latent gains and losses on the mark-to-market of operating financial instruments, and by including the impact of replacement costs and excluding restructuring costs. Unless indicated otherwise, when referring to Suez or Suez Environnement, “EBITDA” has the same meaning as in the Suez Management Projections, i.e., the Suez’s definition of reported EBITDA (current operating income before depreciation, amortisation and provisions, including the share in net result from associates and financial income (excluding interests), and excluding concessions renewal expenses and other items) adjusted for purposes of the foregoing, notably by excluding the share in net result from associates, by excluding financial income (excluding interests), and by including the impact of concessions renewal expenses and current assets amortisation. Unless otherwise noted, consensus analyst forecasts for Gaz de France and Suez referred to in the financial analyses set out below were determined as the median of selected analyst forecasts published since the release of Gaz de France’s and Suez’s respective financial results for 2007, after adjustment of those forecasts to conform with the EBITDA definition used in those forecasts (generally corresponding to Gaz de France reported EBITDA or Suez

76 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 reported EBITDA, as the case may be) to the EBITDA definition used for purposes of the Gaz de France Management Projections and Suez Management Projections, respectively. Historical Stock Trading Analysis. Goldman Sachs International reviewed the historical trading prices for the Gaz de France ordinary shares since July 7, 2005 (listing date following the initial public offering of Gaz de France) in terms of absolute share price performance and since February 21, 2006 (date before market rumours that Enel SpA intended to acquire a stake in Electrabel S.A.) in terms of absolute and relative share price performance. The relative share price performance of Gaz de France was examined in relation to certain companies that have operations that, for purposes of this analysis, may be considered similar to certain operations of Gaz de France, which companies are identified below under the “Selected Companies Analysis” section and referred hereinafter as the Selected Companies for Gaz de France, and in relation to the CAC 40 Index, the DJ Stoxx Index and the DJ Stoxx Utilities Index. Goldman Sachs International also reviewed the historical trading prices for the Suez ordinary shares and the Suez ADS since February 21, 2006 in terms of absolute and relative share price performance. The relative share price performance of Suez was examined in relation to certain companies that have operations that, for purposes of this analysis, may be considered similar to certain operations of Suez, which companies are identified below under the “Selected Companies Analysis” section and referred to hereinafter as the Selected Companies for Suez, and in relation to the CAC 40 Index, the DJ Stoxx Index and the DJ Stoxx Utilities Index. Historical Exchange Ratio Analysis. For the latest one-month, three-month, six-month and twelve-month periods ended May 30, 2008, Goldman Sachs International computed the implied exchange ratios of volume-weighted average closing market prices on Euronext Paris of Suez ordinary shares, adjusted for the estimated impact (applied retroactively during the relevant periods) of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to volume-weighted average closing market prices on Euronext Paris of Gaz de France ordinary shares. The adjustment to the price of Suez ordinary shares for the prior distribution of Suez Environnement ordinary shares referred to above is based on the equity value indications of Suez Environnement derived from enterprise value indications calculated as the average of enterprise value indications obtained by applying respectively to the projected 2008 and 2009 EBITDA of Suez Environnement, as derived from the Suez Management Projections, the multiples of enterprise value to 2008 and 2009 projected EBITDA of Veolia Environnement as of May 30, 2008, such EBITDA estimates for Veolia Environnement being based on the median of equity research estimates from the Institutional Brokers Estimate System (“IBES”). The implied exchange ratio for each period was compared to the exchange ratio of 21 newly issued Gaz de France ordinary shares per 22 Suez ordinary shares pursuant to the merger agreement. Period Ended May 30, 2008 Adjusted Implied Gaz de France Suez Exchange Ratio* As of May 30, 2008 ...... 43.79 47.90 0.95x 1-Month Period Ended May 30, 2008 ...... 42.69 45.55 0.92x 3-Month Period Ended May 30, 2008 ...... 40.38 43.49 0.92x 6-Month Period Ended May 30, 2008 ...... 39.29 43.57 0.95x 12-Month Period Ended May 30, 2008 ...... 37.73 42.32 0.96x

* The Adjusted Implied Exchange Ratio is calculated as the price of one Suez ordinary share, adjusted, as described above, for the estimated impact (applied retroactively during the relevant periods) of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the price of one Gaz de France ordinary share. Source: Datastream

77 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Analysis of Target Prices of Research Analysts. Goldman Sachs International analyzed the target prices for Gaz de France and Suez ordinary shares based upon publicly available equity research estimates. For each of Gaz de France and Suez, Goldman Sachs International reviewed target prices published since the release of 2007 financial year results, retained for the purposes of this analysis target prices based on the standalone value of each of Gaz de France and Suez and excluding target prices that already factored in the impact of the transaction contemplated by the merger agreement, such as synergies. The following table presents the implied exchange ratios of a range of illustrative target prices per Suez ordinary share, adjusted for the estimated impact of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to a range of target prices per Gaz de France ordinary share. The adjustment of the illustrative target price per Suez ordinary share was based on enterprise value indications for the Suez Environnement operations of Suez, derived from the median of indications of the enterprise value of these operations as published by equity research analysts since the release of the 2007 financial results of Suez. Adjusted Implied Exchange Ratio* Low High Target price analysis ...... 0.95x 1.02x

* The Adjusted Implied Exchange Ratio is calculated as the illustrative target price per Suez ordinary share, adjusted for the estimated impact of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the illustrative target price per Gaz de France ordinary share. Selected Companies Analysis. Goldman Sachs International reviewed and compared certain financial information for Gaz de France to corresponding financial information, ratios and public market multiples for the following publicly listed companies in the European gas and electricity utilities sector and the European oil and gas exploration and production sector, each of which is referred to as a Selected Company for Gaz de France. The Selected Companies for Gaz de France include: A selection of European gas and electricity utilities listed below (“Selected Companies for Gaz de France (Utilities)”): • Centrica plc; • Enagas SA; • E.ON AG; • Gas Natural Sdg SA; • National Grid plc; and • Snam Rete Gas SpA. A selection of European oil and gas exploration and production companies listed below (“Selected Companies for Gaz de France (Upstream)”): • BG Group plc; • Dana Petroleum plc; • Lundin Petroleum AB; • Maurel et Prom (Etablissements); • Tullow Oil plc; and • Venture Production plc. Goldman Sachs International also reviewed and compared certain financial information for Suez to corresponding financial information, ratios and public market multiples for the following publicly listed companies in the European gas and electricity utilities sector, each of which is referred to as a Selected Company for Suez. The Selected Companies for Suez include: • Eléctricité de France SA; • Enel SpA; • E.ON AG;

78 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Iberdrola S.A.; and

•RWEAG.

Although none of the Selected Companies for either Gaz de France or Suez are directly comparable to Gaz de France or Suez, respectively, the companies included were chosen because they are publicly listed companies with operations that for purposes of analysis may be considered similar to certain operations of Gaz de France or Suez.

Goldman Sachs International calculated and compared various financial multiples and ratios for the Selected Companies for each of Gaz de France and Suez with such multiples and ratios for Gaz de France and Suez, respectively, based on information as of May 30, 2008 that it obtained (i) from Datastream, (ii) from public filings and the median of IBES estimates with respect to the Selected Companies for each of Gaz de France and Suez, (iii) from public filings and the Gaz de France Management Projections for Gaz de France and the Suez Management Projections for Suez and (iv) from consensus analyst forecasts for Gaz de France and Suez. Goldman Sachs International reviewed and compared ratios of enterprise value to projected EBITDA, a common metric in the sectors where Gaz de France and Suez operate, as well as ratios of price to projected earnings per share, a metric that also captures differences in the capital intensity and tax efficiency of each relevant company.

With respect to each of Gaz de France and the Selected Companies for Gaz de France, Goldman Sachs International calculated the estimated enterprise value as a multiple of projected 2008 and 2009 EBITDA, and price to projected 2008 and 2009 earnings per share ratios as of May 30, 2008. The following table presents the results of this analysis:

Selected Companies Selected Companies Gaz de France for Gaz de France for Gaz de France Consensus (Utilities) (Upstream) Management Analyst Range Median Range Median Projections Forecasts Enterprise value as multiple of projected: 2008 EBITDA...... 5.1x-10.7x 8.1x 3.5x-13.6x 6.8x 7.6x 7.9x 2009 EBITDA...... 4.9x-9.3x 7.7x 2.9x-15.3x 5.4x 7.1x 7.4x

Price/ projected earnings per share: 2008 earnings per share...... 11.5x-18.9x 15.4x 9.6x-39.3x 17.3x 17.9x 15.9x 2009 earnings per share...... 10.2x-16.9x 14.2x 8.2x-46.6x 14.8x 16.6x 15.1x

- The projected EBITDA and earnings per share for the Selected Companies for Gaz de France are based on the median of IBES estimates for each such Selected Company, with the exception of E.ON. E.ON’s projected 2008 EBITDA is adjusted to include the full-year contribution of the announced acquisition of certain Endesa assets, which adjustment is derived from projections published by selected research analysts for these assets. - The projected EBITDA of Gaz de France are based on Gaz de France Management Projections and on consensus analyst forecasts. - Gaz de France projected earnings based on Gaz de France Management Projections, adjusted for exceptional items, restructuring costs and impairment as per Gaz de France Management Projections, and on consensus analyst forecasts. - Based on trading prices as of market close on May 30, 2008, except for Dana Petroleum multiples that are as of April 22, 2008 (date prior to Dana Petroleum’s announcement on the discovery of potential new non-quantified reserves).

With respect to each of Suez and the Selected Companies for Suez, Goldman Sachs International calculated the estimated enterprise value as a multiple of projected 2008 and 2009 EBITDA, and price to projected 2008 and 2009 earnings per share ratios as of May 30, 2008. The following table presents the results of this analysis:

Selected Companies for Suez Suez Consensus Management Analyst Range Median Projections Forecasts Enterprise value as multiple of projected: 2008 EBITDA...... 6.2x-10.6x 7.8x 10.0x 10.1x 2009 EBITDA...... 5.7x-9.8x 7.5x 9.0x 9.3x Price/ projected earnings per share: 2008 earnings per share...... 11.8x-25.7x 15.6x 19.5x 17.6x 2009 earnings per share...... 11.2x-22.6x 13.7x 18.1x 15.5x

79 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 - The projected EBITDA and earnings per share for the Selected Companies for Suez are based on the median of IBES estimates for each such Selected Company, with the exception of E.ON’s projected 2008 EBITDA is adjusted to include the full-year contribution of the announced acquisition of certain Endesa assets, which adjustment is derived from projections published by selected research analysts for these assets. - The projected EBITDA for Suez are based on Suez Management Projections and on consensus analyst forecasts. - Suez projected earnings based on Suez Management Projections, adjusted for exceptional items, restructuring costs and impairment as per Suez Management Projections, and on consensus analyst forecasts. - Based on trading prices as of market close on May 30, 2008. Goldman Sachs International computed indications of enterprise value for Gaz de France by aggregating the indications of enterprise values of the exploration and production operations and of the rest of Gaz de France’s operations, as described below. For purposes of this analysis, Goldman Sachs International calculated indications of the enterprise value of the exploration and production operations of Gaz de France by applying to the Gaz de France projected 2008 and 2009 EBITDA of such operations, as derived from selected analyst forecasts for the operating segment, and, separately, as assumed to represent 25% of projected 2008 and 2009 EBITDA of Gaz de France as per Gaz de France Management Projections, multiples corresponding to the averages for 2008 and 2009 of the enterprise value to projected EBITDA multiples of Dana Petroleum as of April 22, 2008 (on the basis of undisturbed multiples prior to the announcement of the discovery of potential new non-quantified reserves) and Venture Production as of May 30, 2008, such enterprise values and projected EBITDA being calculated based on the trading prices of the shares and on the median of IBES estimates for Dana Petroleum and Venture Production, public companies that are similar (but not directly comparable) to the exploration and production operations of Gaz de France. Indications of the enterprise value of Gaz de France excluding the exploration and production operations were calculated by Goldman Sachs International by applying to the projected 2008 and 2009 EBITDA of the rest of Gaz de France’s operations, as derived from consensus analyst forecasts for Gaz de France and selected analyst forecasts for the exploration and production operations, and, separately, as assumed to represent 75% of projected 2008 and 2009 EBITDA of Gaz de France as per Gaz de France Management Projections, multiples corresponding to the medians for 2008 and 2009 of the enterprise value to projected EBITDA multiples of the Selected Companies for Gaz de France (Utilities) as of May 30, 2008, such enterprise values and projected EBITDA being calculated based on the trading prices of the shares and on the median of IBES estimates for the Selected Companies for Gaz de France (Utilities), public companies that are similar (but not directly comparable) to Gaz de France excluding the exploration and production operations. Goldman Sachs International computed indications of enterprise value of Suez adjusted for the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, by aggregating the indications of enterprise value of Suez excluding the Suez Environnement operations, and 35% of the indications of equity value of Suez Environnement, as described below. Goldman Sachs International calculated indications of enterprise value of Suez excluding Suez Environnement by applying to the projected 2008 and 2009 EBITDA excluding the contribution of Suez Environnement, derived from the Suez Management Projections, multiples corresponding to the median of the enterprise value to projected 2008 and 2009 EBITDA of the Selected Companies for Suez as of May 30, 2008, such enterprise values and projected EBITDA being calculated based on the trading prices of the shares and on the median of IBES estimates for the Selected Companies for Suez that are similar (but not directly comparable) to Suez excluding Suez Environnement. For the Suez Environnement operations of Suez, Goldman Sachs International calculated indications of enterprise value by computing the average of enterprise values derived from applying to the projected 2008 and 2009 EBITDA of Suez Environnement, as derived from the Suez Management Projections, the projected 2008 and 2009 EBITDA multiples of Veolia Environnement, such enterprise values and projected EBITDA being calculated based on the trading prices of the shares and on the median of IBES estimates for Veolia Environnement, a public company that is similar (but not directly comparable) to the Suez Environnement operations of Suez. The adjustment to the price of one Suez ordinary share for the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement is based on the equity value indications of Suez Environnement derived from enterprise value indications referred to above. Indications of the equity value of Gaz de France were calculated by Goldman Sachs International by applying to the projected 2008 and 2009 earnings of Gaz de France, as derived from consensus analyst forecasts for Gaz de France and, separately, as per Gaz de France Management Projections, multiples corresponding to the median of the price to the projected 2008 and 2009 earnings per share multiples of the Selected Companies for Gaz de France (Utilities) as of May 30, 2008, such projected earnings per share being based on the median of IBES estimates for the Selected

80 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Companies for Gaz de France (Utilities), public companies that are similar (but not directly comparable) to Gaz de France. Indications of the equity value of Suez were calculated by Goldman Sachs International by applying to the projected 2008 and 2009 earnings of Suez, as derived from consensus analyst forecasts for Suez and, separately, as per Suez Management Projections, multiples corresponding to the median of the price to the projected 2008 and 2009 earnings multiples of the Selected Companies for Suez as of May 30, 2008, such projected earnings per share being based on the median of IBES estimates for the Selected Companies for Suez, public companies that are similar (but not directly comparable) to Suez. The following table presents the range of implied exchange ratios of the illustrative price per Suez ordinary share, adjusted for the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the illustrative price per Gaz de France ordinary share. This adjustment of the illustrative price per Suez ordinary share for the distribution of Suez Environnement ordinary shares mentioned above is based on the equity value indications of the Suez Environnement operations of Suez based on the average of enterprise value indications derived from the analyses set forth above. Adjusted Implied Exchange Ratio* Low High Selected companies analysis ...... 0.72x 0.97x * The Adjusted Implied Exchange Ratio is calculated as the illustrative price per Suez ordinary share, adjusted for estimated impact of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the illustrative price per Gaz de France ordinary share. Discounted Cash Flow Analysis. Goldman Sachs International performed an indicative discounted cash flow analysis on each of Gaz de France, Suez and Suez Environnement on a stand-alone basis, using the Gaz de France Management Projections and the Suez Management Projections. Goldman Sachs International calculated indications of net present value of (i) the free cash flows of each of Gaz de France, Suez and the Suez Environnement operations of Suez for the years 2008 through 2010 and (ii) indications of terminal values for each of Gaz de France, Suez and the Suez Environnement operations of Suez. These indications of net present value of free cash flows were calculated using discount rates ranging from 6.5% to 7.5% for Gaz de France and from 7.0% to 8.0% for Suez and the Suez Environnement operations of Suez. The indications of terminal values for each of Gaz de France and Suez were calculated using both (i) a perpetuity method assuming a given perpetuity growth rate of free cash flow for each company and (ii) applying an exit multiple corresponding to the ratio of enterprise value to 2007 actual EBITDA of each of Gaz de France and Suez, calculated using trading prices of their respective ordinary shares as of market close on May 30, 2008. For purposes of determining the indications of terminal value, normalised free cash flow and normalised EBITDA for Gaz de France and Suez were calculated as the projected free cash flow and EBITDA for 2010 under the Gaz de France Management Projections and the Suez Management Projections, as applicable, after certain adjustments provided respectively by the managements of Gaz de France and Suez and approved by Gaz de France for use by Goldman Sachs International for this purpose. These adjustments reflect the convergence towards the respective long-term macro-economic assumptions of Gaz de France and Suez for brent oil prices, electricity baseload prices and U.S. dollar/Euro exchange rates. Goldman Sachs International also performed a sensitivity analysis in order to reflect the convergence towards publicly available benchmarks for the long-term macroeconomic assumptions for electricity baseload prices, brent oil prices and U.S. dollar/Euro exchange rates. The indications of terminal values of the Suez Environnement operations of Suez were calculated using both a perpetuity method and an exit multiple corresponding to the ratio of enterprise value to 2007 actual EBITDA of Veolia Environnement, calculated using trading price of its ordinary share as of market close on May 30, 2008. The following table presents the range of implied exchange ratios of the illustrative price per Suez ordinary share, adjusted for the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the illustrative price per Gaz de France ordinary share, as derived from analyses set forth above. This adjustment of the illustrative price per Suez ordinary share is based on the equity value indications of the Suez

81 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Environnement operations of Suez derived from the discounted cash flow analysis performed by Goldman Sachs International on the Suez Environnement operations of Suez as set forth above. Adjusted Implied Exchange Ratio* Long-term macroeconomic assumptions Low Median High Assumptions provided by Gaz de France and Suez ...... 0.83x 0.99x 1.14x Sensitivity analysis based on publicly available benchmarks (2010 horizon) ...... 0.89x 0.98x 1.06x * The Adjusted Implied Exchange Ratio is calculated as the illustrative price per Suez ordinary share, adjusted for the estimated impact of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the illustrative price per Gaz de France ordinary share, as derived from the discounted cash flow analysis set forth above. Sum-of-the-Parts Analysis. Goldman Sachs International performed a sum-of-the-parts analysis for each of Gaz de France and Suez based on their respective main business operations. The seven operating segments of Gaz de France analyzed by Goldman Sachs International were: • Exploration and production operations; • Energy purchase and sale operations; • Services operations; • Transmission and distribution operations in France, excluding gas storage operations; • Gas storage operations in France; • Transmission and distribution operations outside of France; and • Other operations, corresponding mainly to corporate and holding functions. For purposes of the sum-of-the-parts analysis of Gaz de France, Goldman Sachs International calculated indications of the enterprise value of the exploration and production operations of Gaz de France by applying to Gaz de France’s proven and probable reserves as of year-end 2007, a range of enterprise value multiples (expressed in U.S. dollars and converted into Euros using a U.S. dollar/Euro exchange rate of 1.56 as of May 30, 2008) per barrel of oil equivalent, corresponding to the enterprise value multiples per barrel of oil equivalent of Venture Production as of May 30, 2008 (low end) and Dana Petroleum as of April 22, 2008 (prior to announcement on the discovery of non- quantified reserves) (high end), companies that may be considered as having a similar (but not directly comparable) profile to the exploration and production operations of Gaz de France. Indications of the enterprise value of the energy purchase and sale operations of Gaz de France were calculated by Goldman Sachs International by applying to the projected 2008 EBITDA (Gaz de France’s definition of reported EBITDA) of such operations, as derived from selected analyst forecasts for the operating segment, a range of enterprise value to projected 2008 EBITDA multiples, with the low end corresponding to the enterprise value to projected 2008 EBITDA multiple of Centrica as of May 30, 2008, and the high end corresponding to the enterprise value to 2008 projected EBITDA multiple of Gas Natural as of May 30, 2008, such enterprise values and projected EBITDA being calculated based on the trading prices of the shares and on the median of IBES estimates for Centrica and Gas Natural, public companies that are similar (but not directly comparable) to the energy purchase and sale operations of Gaz de France. For the services operations of Gaz de France, Goldman Sachs International calculated indications of enterprise value by applying to the 2007 reported earnings before interest, tax and amortization of such operations a range of multiples from previous acquisition transactions involving private companies that may be considered similar (but not directly comparable) to these operations. For Gaz de France’s transmission and distribution operations in France, Goldman Sachs International calculated indications of enterprise value by applying multiples ranging from 1.0 to 1.1 to the calendar year-end 2007 value of the regulated asset base (“RAB”) of such operations, as reported by Gaz de France. For the transmission and distribution operations of Gaz de France outside France, excluding the gas storage operations, Goldman Sachs International calculated indications of enterprise value by applying to the projected 2008 EBITDA (Gaz de France’s definition of reported EBITDA) of such operations, as derived from selected analyst forecasts, a range of enterprise value to projected 2008 EBITDA multiples of public companies that may be

82 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 considered similar (but not directly comparable) to the transmission and distribution operations of Gaz de France outside France. For the gas storage operations of Gaz de France in France, Goldman Sachs International derived indications of enterprise value by applying to the projected 2008 EBITDA (Gaz de France’s definition of reported EBITDA) of such operations, as derived from selected analyst forecasts of the projected 2008 EBITDA of Gaz de France’s infrastructure operations in France, assuming the percentage contribution of the gas storage operations of Gaz de France to such EBITDA of the infrastructure operations in France for 2008 represents approximately 20% as derived from analyst estimates, a range of enterprise value to projected 2008 EBITDA multiples, with the low end corresponding to the enterprise value to projected 2008 EBITDA multiple of Centrica as of May 30, 2008, and the high end corresponding to the median of enterprise value to projected 2008 EBITDA multiples of the Selected Companies for Gaz de France (Utilities) as of May 30, 2008, such enterprise values and projected EBITDA being calculated based on the trading prices of the shares and on the median of IBES estimates for the Selected Companies for Gaz de France (Utilities), public companies that are similar (but not directly comparable) to the gas storage operations of Gaz de France in France. Finally, for other operations, corresponding mainly to corporate functions, Goldman Sachs International derived indications of enterprise value by applying a range of multiples to their projected 2008 EBITDA (Gaz de France’s definition of reported EBITDA), as derived from selected analyst forecasts. Goldman Sachs International computed indications of enterprise value for Gaz de France by aggregating the indications of enterprise value of its seven operating segments determined as described above. The five operating segments of Suez analyzed by Goldman Sachs International were: • Suez Energy Europe (“SEE”) operations; • Suez Energy International (“SEI”) operations; • Suez Energy Services (“SES”) operations; • Suez Environnement (“SE”) operations; and • Other operations, corresponding mainly to central and holding functions. For purposes of the sum-of-the-parts analysis of Suez, Goldman Sachs International calculated indications of the enterprise value of Suez’s SEE operations by aggregating the enterprise values of Fluxys and Distrigaz, derived based on the trading market value of their respective ordinary shares as of May 30, 2008, and indications of the enterprise value of Electrabel determined by aggregating indications of the enterprise value of (i) Electrabel’s customer portfolio as of December 31, 2007, determined using a range of multiples based on enterprise value per customer ratios derived from previous acquisition transactions involving companies that may be considered similar (but not directly comparable) to its energy commercialization activities, and (ii) Electrabel’s electricity generation capacity, determined using a range of multiples based on enterprise value per MW ratios derived from previous acquisition transactions and related analysts research estimates involving companies that may be considered similar (but not directly comparable) to Electrabel. Goldman Sachs International calculated indications of the enterprise value of the SEI operations of Suez by aggregating (i) the enterprise values of Tractebel Energia, Enersur and Glow, derived based on the trading market value of their respective ordinary shares as of May 30, 2008, (ii) indications of enterprise value for SEI’s other electricity generation capacity on the basis of a range of multiples based on enterprise value per MW derived from the trading price of the shares of public companies that may be considered similar (but not directly comparable) to such activities of SEI and a range of enterprise value per MW ratios derived from previous acquisition transactions involving companies that may be considered similar (but not directly comparable) to such activities of SEI, and (iii) indications of the enterprise value of SEI’s LNG activities calculated by applying a range of enterprise value to projected 2008 EBITDA multiples derived from analyst estimates to the LNG activities’ projected 2008 EBITDA (Suez’s definition of reported EBITDA) as derived from analyst estimates. For the SES operations of Suez, Goldman Sachs International calculated indications of their enterprise value by applying to the 2007 reported current operating income of such operations a range of multiples derived from previous acquisition transactions involving companies that may be considered similar (but not directly comparable) to such activities of SES. For the SE operations of Suez, Goldman Sachs International calculated indications of their enterprise value by computing the average of enterprise values derived from applying to the 2008 and 2009 projected EBITDA of Suez Environnement, as derived from the Suez Management Projections, a range of enterprise value to projected 2008

83 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 and 2009 EBITDA multiples derived at the low end from the enterprise value to projected 2008 and 2009 EBITDA multiples for Agbar, at the mid-point from the enterprise value to projected 2008 and 2009 EBITDA of Veolia Environnement, and at the high end from the enterprise value to projected 2008 and 2009 EBITDA of Veolia Environnement increased by a 10% premium, such enterprise values and projected EBITDA being calculated based on the trading prices of the shares and on the median of IBES estimates for Veolia Environnement and Agbar, public companies that are similar (but not directly comparable) to the SE operations of Suez. Finally, for other operations, corresponding mainly to corporate functions of Suez, Goldman Sachs International derived indications of enterprise value by applying a range of multiples to their projected 2008 EBITDA (Suez’s definition of reported EBITDA) based on selected analyst forecasts. Goldman Sachs International computed indications of enterprise value for Suez by aggregating the indications of enterprise value of its five operating segments, the SEE, SEI, SES, SE and other operations, as determined and described above. The following table presents the implied exchange ratios of the illustrative price per Suez ordinary share, adjusted for the estimated impact of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the illustrative price per Gaz de France ordinary share derived from this sum- of-the-parts analysis. This adjustment is based on the equity value indications of Suez Environnement derived from enterprise value indications calculated as set forth above under “ — Sum-of-the-Parts Analysis”. Adjusted Implied Exchange Ratio* Low Median High Sum-of-the-parts analysis ...... 0.90x 0.97x 1.01x * The Adjusted Implied Exchange Ratio is calculated as the illustrative price per Suez ordinary share, adjusted for the estimated impact of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, to the illustrative price per Gaz de France ordinary share derived from this sum-of-the-parts analysis. Synergies Analysis. Goldman Sachs International performed an illustrative discounted cash flow analysis of the Synergies (after taking into account associated implementation capital expenditures and cash restructuring costs). Goldman Sachs International calculated an illustrative net present value indication of the Synergies of A6.6 billion. Accretion/Dilution Analysis. Goldman Sachs International analyzed the pro forma financial impacts of the merger on Gaz de France’s and the combined company’s projected earnings per share by using earnings estimates for Gaz de France and Suez (after giving effect to the impact of the distribution by Suez to its shareholders of 65% of the ordinary shares of Suez Environnement prior to the merger, determined as set forth above), based on the Gaz de France Management Projections and the Suez Management Projections, respectively, adjusting for exceptional items, restructuring costs and impairments as per the Gaz de France Management Projections and Suez Mana- gement Projections, after pro forma inclusion of the Synergies and certain other adjustments. For 2008, 2009 and 2010, Goldman Sachs International compared the projected earnings per Gaz de France ordinary shares, on a standalone basis, to the projected earnings per share of the combined company, based on various Synergies implementation scenarios. This analysis indicated that the contemplated merger would be accretive to Gaz de France on an earnings per share basis for all three years, when giving effect to the Synergies. The following table summarizes the results of this analysis: Pro Forma Comparison of Projections of Adjusted Earnings per Share of the Combined Company vs. Projections of Adjusted Earnings per Share of Gaz de France Excluding Synergies Phased-in Synergies Full Synergies from 2008 2008 ...... (2.1)% 8.0% 10.5% 2009 ...... (2.7)% 8.1% 9.1% 2010 ...... (0.1)% 3.3% 11.2% - Pro forma comparison of projections for 2008 calculated as if the transaction contemplated by the merger agreement had taken place on January 1, 2008. - Analysis performed before the impact of purchase price allocation on depreciation and amortisation that will result from the transaction contemplated in the merger agreement. - “Phased-in Synergies” based on a gradual phase-in of short-term synergies, including the impact of implementation costs over the period 2008-2010 and tax synergies in 2008 and 2009. - “Full Synergies from 2008” based on both short-term and medium-term synergies while excluding tax synergies and implementation costs.

84 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs International’s opinion. In arriving at its fairness determination, Goldman Sachs International considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs International made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Gaz de France or Suez or their respective operating segments or units, or the contemplated merger and distribution. Goldman Sachs International prepared these analyses for purposes of providing its opinion to the board of directors of Gaz de France as to the fairness from a financial point of view of the exchange ratio pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favourable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Gaz de France, Suez, Suez Environnement, Goldman Sachs International or any other person assumes responsibility if future results are materially different from the Projections or these analyses. The exchange ratio was determined through arm’s length negotiations between Gaz de France and Suez and was approved by the board of directors of Gaz de France. Goldman Sachs International did not provide advice to Gaz de France during these negotiations nor did Goldman Sachs International recommend any specific exchange ratio to Gaz de France or to the board of directors of Gaz de France or that any specific exchange ratio constituted the only appropriate exchange ratio for the merger. As described above, the opinion of Goldman Sachs International to the board of directors of Gaz de France was one of many factors taken into consideration by the board of directors of Gaz de France in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs International in connection with its fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs International attached as Annex D. Goldman Sachs International and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs International and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of Gaz de France, Suez, Groupe Bruxelles Lambert, the principal shareholder of Suez (“GBL”), and any of their respective affiliates and affiliates of the Republic of France (the “French State”), Gaz de France’s principal shareholder, or any currency or commodity that may be involved in the transaction contemplated by the merger agreement for their own account and for the accounts of their customers. Goldman Sachs International has been engaged by Gaz de France to undertake a study to enable Goldman Sachs International to render its opinion as to the fairness from a financial point of view of the exchange ratio pursuant to the merger agreement and has not acted as financial advisor to Gaz de France in connection with the transaction contemplated by the merger agreement. In addition, Goldman Sachs International has provided and is currently providing certain investment banking and other financial advisory services to Gaz de France and its affiliates. Goldman Sachs International has also provided and is currently providing certain investment banking and other financial services to the French State and its affiliates, including having acted as a global coordinator and joint bookrunner with respect to the sale by the French State of ordinary shares in France Telecom S.A. representing approximately 6.2% of its outstanding ordinary share capital in June 2005; as financial advisor to the French State in connection with its sale of its majority shareholding interests in each of Autoroutes Paris Rhin Rhône, Autoroutes du Sud de la France and Sanef announced in December 2005; as joint bookrunner with respect to the sale by the French State of ordinary shares in France Telecom S.A. representing approximately 5.0% of its outstanding share capital in June 2007; and as joint bookrunner with respect to the sale by the French State of ordinary shares in Electricité de France S.A. representing approximately 2.5% of its outstanding ordinary share capital in December 2007. Goldman Sachs International has provided and is currently providing certain investment banking and other financial advisory services to Suez and its affiliates, including having acted as underwriter with respect to the sale by Suez of shares of Fortis representing approximately 1.1% of its outstanding shares in March 2005; as financial advisor to Electrabel S.A., a subsidiary of Suez (“Electrabel”), in connection with the tender offer by Suez to acquire the outstanding ordinary shares of Electrabel it did not already own in August 2005; and as financial advisor

85 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 to Electrabel in connection with its acquisition of Suez-Tractebel S.A., a fully-owned subsidiary of Suez, in July 2007. Goldman Sachs International has provided certain investment banking and other financial advisory services to GBL and its affiliates from time to time, including having acted as financial advisor to GBL in connection with the sale of shares in Bertelsmann AG representing approximately 25.1% of its outstanding shares completed in July 2006. Goldman Sachs International may also provide investment banking and other financial services to Gaz de France, Suez, the French State, GBL, and their respective affiliates in the future. In connection with the above- described services Goldman Sachs International has received, and may receive, compensation.

Pursuant to a letter agreement dated November 6, 2006, Gaz de France has agreed to pay Goldman Sachs International a fee of A650,000, which is payable upon the registration by the AMF of the document E, and to reimburse certain of Goldman Sachs International’s expenses (including attorney’s fees and disbursements) and indemnify Goldman Sachs International against certain liabilities arising out of its engagement.

(b) HSBC opinion for Suez board of directors

HSBC France S.A. (“HSBC”) was requested by the board of directors of Suez to provide an opinion as to the fairness, from a financial point of view, to Suez S.A. (“Suez”) of the exchange ratio in the proposed merger between Suez and Gaz de France S.A. (“GDF”). In connection with its opinion, HSBC considered that immediately prior to the consummation of the proposed merger, Suez will distribute (the “Distribution”) to its shareholders 65% of the equity of a new company (“Suez Environnement Company”) that will hold, as its sole asset, 100% of the equity of Suez Environnement S.A. (“Suez Environnement”) and prior to the Distribution, Suez and certain subsidiaries thereof will transfer certain environmental businesses to Suez Environnement and/or its subsidiaries.

At the meeting of the board of directors of Suez on June 4, 2008, HSBC rendered its oral opinion, subsequently confirmed in writing, to the effect that, as of that date and subject to and based upon the assumptions and other considerations set forth in its written opinion, the exchange ratio as set forth in the Traité de Fusion was fair, from a financial point of view, to Suez. This opinion reflected information that became available between September 2, 2007 and June 4, 2008, such as the audited consolidated financial statements of each of Suez and GDF for the fiscal year ended December 31, 2007 and the Documents de référence of each of Suez and GDF for the fiscal year ended December 31, 2007, as well as discussions which took place between such dates with the respective managements of Suez, Suez Environnement and GDF, and replaced and superseded the opinion rendered to the board of directors of Suez, dated September 2, 2007, in relation to the announcement of the revised terms of the merger between Suez and GDF on September 3, 2007. There were no material changes to the conclusion expressed in the June 4, 2008 opinion from the conclusion set forth in the September 2, 2007 opinion.

The full text of the written opinion of HSBC, dated June 4, 2008, to Suez’s board of directors is attached as Appendix 6 to this registration statement. The HSBC opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on and qualifications to the scope of the review undertaken by HSBC in rendering its opinion. HSBC urges you to read the entire opinion carefully. HSBC’s opinion is directed to the board of directors of Suez and addresses only the fairness, from a financial point of view, of the exchange ratio of the merger as of the date of the opinion and does not address any other aspect of the proposed merger. The HSBC opinion is not intended to be and does not constitute a recommendation to any shareholder of Suez as to how such holder should vote or act on any matters relating to the proposed merger. The summary of the HSBC opinion set forth in this document is qualified in its entirety by reference to the full text of the opinion.

In connection with its opinion, HSBC, among other things:

(i) reviewed the financial terms of the proposed merger as set forth in the draft, dated May 27, 2008, of the Traité de Fusion;

(ii) reviewed annual reports to shareholders (document de référence) filed with or registered by, as the case may be, the Autorité des marchés financiers and certain interim reports to shareholders of each of Suez and GDF;

(iii) reviewed the audited consolidated accounts of Suez Environnement for the fiscal year ended December 31, 2006, certain information regarding the environmental businesses of Suez and certain subsidiaries thereof as included in the Suez’ reports referred to in subsection (ii) above, and the draft listing prospectus on Euronext Paris (prospectus en vue de l’admission des actions Suez Environnement Company aux négociations sur le marché Euronext Paris), dated May 13, 2008, of Suez Environnement Company to be submitted for approval by the Autorité des marchés financiers, which included the combined accounts of Suez Environnement Company as of December 31, 2007 being audited;

86 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (iv) reviewed the draft prospectus (prospectus établi à l’occasion de l’émission et de l’admission des actions GDF SUEZ résultant de la fusion par absorption de Suez par Gaz de France), dated May 28, 2008, related to the listing of the new shares to be issued upon consummation of the proposed merger to be submitted for approval by the Autorité des marchés financiers; (v) reviewed (a) a draft, dated May 28, 2008, of the agreement providing for the merger by Suez of Rivolam, S.A. (traité relatif à la fusion-absorption de Rivolam par Suez), (b) a draft, dated May 28, 2008, of the agreement providing for the contribution by Suez to Suez Environnement Company of the Suez Environnement shares (traité d’apport partiel d’actif soumis au régime juridique des scissions), and (c) a draft, dated May 28, 2008, of the shareholders’ agreement regarding Suez Environment Company (pacte d’actionnaires) (collectively, the “Suez Environnement Agreements”); (vi) reviewed a draft, dated May 28, 2008, of the agreement (Protocole d’Accord) between Suez and GDF, which governs the terms of the proposed merger, the Distribution and the operation of the surviving company following the consummation of the proposed merger (the “Protocole d’Accord”); (vii) reviewed and analyzed (a) certain financial and operating information with respect to the business, operations and prospects of Suez, Suez Environnement Company and GDF as contained in the joint presentation by the managements of Suez and GDF to Suez shareholders on September 3, 2007, (b) certain operating and tax synergies (including the amount, timing and achievability thereof) anticipated to result from the proposed merger (the “Synergies”) as described in the joint presentation by the managements of Suez and GDF to Suez shareholders on September 3, 2007, and (c) certain internal financial analyses and forecasts relating to Suez, Suez Environnement Company and GDF prepared by the respective managements of Suez, Suez Environment and GDF (the “Forecasts”) provided to HSBC on December 12, 2007; (viii) reviewed and analyzed certain financial, stock market and other publicly available information relating to each of Suez and GDF, including certain publicly available financial analyses and forecasts based on broker consensus (the “Broker Forecasts”); (ix) discussed with certain members of the management teams of each of Suez, Suez Environnement, certain subsidiaries of Suez that will transfer their environmental business to Suez Environnement and GDF regarding, as may be applicable, the business, operations, financial condition and prospects of each of Suez, Suez Environnement Company and GDF; (x) reviewed certain communications from Suez and GDF to their respective shareholders, including presentations by the managements of Suez and GDF and press releases of Suez and GDF relating to the proposed merger and its material terms dated September 3, 2007, October 15, 2007 and April 1, 2008; (xi) reviewed a draft, dated May 26, 2008, of an “Accord de coopération industrielle, commerciale et financière” (agreement for an industrial, commercial and financial cooperation) between Suez and GDF (the “Accord de Coopération”); (xii) reviewed the current and historical reported market prices and trading activity for the ordinary shares of each of Suez and GDF, and for the securities of certain other companies whose operations we considered relevant in evaluating those of Suez, Suez Environnement Company and GDF for the twelve months ended June 3, 2008; and (xiii) considered, to the extent publicly available, the financial terms of certain other transactions which we considered relevant in evaluating the proposed merger and analyzed certain financial, stock market and other publicly available information (including brokers’ notes and forecasts based on analyst consensus) relating to the businesses of the other companies whose operations we considered relevant in evaluating those of Suez, Suez Environnement Company and GDF. In addition to the foregoing, HSBC also conducted such other analyses and examinations, and considered such other information and market criteria as it deemed appropriate in arriving at its opinion. In rendering its opinion, HSBC assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with HSBC and upon the assurances of the managements of Suez, Suez Environnement and GDF that they were not aware of any relevant information that had been omitted or that remained undisclosed to HSBC. With respect to financial forecasts and other information and data relating to Suez, Suez Environnement Company and GDF provided to HSBC or otherwise reviewed or discussed with it, HSBC has been advised by the respective managements of Suez, Suez Environnement and GDF that, as may be applicable, such forecasts and other

87 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Suez, Suez Environnement and GDF as to the future financial performance of Suez, Suez Environnement Company and GDF, the potential strategic implications and operational benefits anticipated to result from the proposed merger, and the other matters covered thereby, and HSBC assumed, with the consent of Suez, that the financial results (including the potential strategic implications and operational benefits anticipated to result from the proposed merger) reflected in the Forecasts, the Synergies and the Broker Forecasts and related information and data will be realized in the amounts and at the times projected. HSBC assumed that there had been no material change in the assets and financial condition, results of operations, business or prospects for Suez, Suez Environnement Company or GDF since the date of the most recent financial statements made available to HSBC. In rendering its opinion, HSBC also assumed, with Suez’s consent, that the Traité de Fusion, the Suez Environnement Agreements, the Protocole d’Accord and the Accord de Coopération will each be consummated in accordance with its respective terms, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the proposed merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Suez, Suez Environnement Company, GDF or the contemplated benefits of the proposed merger in any way meaningful to HSBC’s analyses.

The HSBC opinion was limited to the fairness, from a financial point of view, of the exchange ratio as set forth in the Traité de Fusion, to Suez. HSBC did not express any opinion as to the value or fairness of the Distribution or what the value of the exchange ratio actually will be upon the consummation of the proposed merger or the price at which Suez ordinary shares and American Depositary Shares or GDF ordinary shares will trade at any time or the price at which Suez Environnement Company ordinary shares will trade following the Distribution. HSBC did not make, nor was it provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Suez or GDF or any subsidiary or affiliate thereof nor has HSBC made any physical inspection of the properties or assets of Suez or GDF or any subsidiary or affiliate thereof. HSBC is not a legal, regulatory, accounting or tax expert, and has assumed the accuracy and veracity of all assessments made by such advisors. HSBC did not participate in negotiations with respect to the terms of the proposed merger and any related transaction. In addition, HSBC expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the proposed merger, or class of such persons, relative to the exchange ratio or otherwise.

HSBC’s opinion is necessarily based upon information available to it, and financial, stock market and other conditions and circumstances existing, as of the date of its opinion. It should be understood that subsequent developments may affect the HSBC opinion, and that HSBC does not have any obligation to update, revise or reaffirm its opinion.

HSBC’s opinion did not address the underlying decision by Suez to engage in the proposed merger, the Distribution or any related transaction, and HSBC expressed no view as to, and its opinion did not address, the relative merits of the proposed merger as compared to any other business strategies that might exist for Suez or the effect of any other transaction in which Suez might engage. HSBC expressed no opinion as to whether the terms of the proposed merger were the most beneficial terms from Suez’ perspective that could, under the circumstances, be negotiated with GDF.

HSBC’s opinion and financial analyses were only one of many factors considered by the Board of Directors of Suez in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Board of Directors of Suez with respect to the proposed merger or the exchange ratio.

In the past, HSBC and its affiliates have provided financial advisory and financing services to Suez and GDF and certain of their respective affiliates and have received fees for the rendering of these services, including having acted as mandated lead arranger in connection with the GDF February 2005 A3 billion syndicated revolving credit facility; as mandated lead arranger in connection with the Suez May 2005 A4.5 billion syndicated revolving credit facility; as mandated lead arranger in connection with the Electrabel A1.35 billion syndicated revolving credit facility; as the documentation bank, coordinating bookrunner, onshore account bank and hedging coordinator in connection with the Al-Ezzel Power Project in March 2004; and as financial advisor, co-underwriter, bookrunner, mandated lead arranger, bridge acquisition lender, hedging bank, facility agent to SMN Barka Power Company and SMN Rusail Power Company in late 2006. In the future, HSBC and its affiliates may continue to provide such services for Suez, Suez Environnement Company and GDF and their respective affiliates and receive fees in relation thereto. In the ordinary course of their businesses, HSBC and its affiliates may actively trade in the debt and equity securities (or related derivative securities) or senior loans of Suez, Suez Environnement Company and GDF, for their own accounts, or for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities or loans. In addition, HSBC and its affiliates may maintain relationships with Suez, Suez

88 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Environnement Company, GDF and their respective affiliates. HSBC is part of the global HSBC Holdings plc group, a full-service banking and securities firm engaged in securities trading, investment management and brokerage activities, as well as providing investment banking, financing and financial advisory services. The following is a summary of the material financial analyses performed by HSBC in evaluating the fairness, from a financial point of view, of the exchange ratio to Suez. It does not purport to be a complete description of the financial analyses performed by HSBC, nor does the order of analyses described represent relative importance or weight given to those analyses by HSBC. The preparation of a fairness opinion necessarily is not susceptible to partial analysis or summary description. HSBC believes that its financial analyses and the summary thereof set forth below must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all analyses and factors, would create an incomplete view of the process underlying that analyses set forth in its presentation to Suez’s Board of Directors. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by HSBC, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of HSBC’s financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 3, 2008, and is not necessarily indicative of current or future market conditions. For purposes of calculating an enterprise value from an equity value, HSBC used the latest balance sheet provided by each of Suez, Suez Environnement Company and GDF as at December 31, 2007, as updated by current public market data.

Transaction Overview The proposed transaction is a merger with a fixed exchange ratio of 21 GDF shares for 22 Suez shares, or approximately 0.9545 (GDF share per Suez share). Immediately prior to the consummation of the merger, 65% of the equity of Suez Environnement Company will be distributed to the shareholders of Suez.

Selected Companies Analysis HSBC reviewed certain financial information for Suez, Suez Environnement Company and GDF and compared it to corresponding financial information, ratios and multiples for certain other publicly traded companies based on the nature of their respective businesses and the markets in which they compete. For Suez, HSBC selected the following companies in the European electric utility industry (the “Electric Selected Companies”): • Electricité de France SA • Endesa SA • Enel SpA • Energias de Portugal SA • E.ON AG • Fortum Oyj • Iberdrola SA •RWEAG • Scottish & Southern Energy Plc • Union Fenosa SA For Suez Environnement Company, HSBC selected the following companies in the European environmental industry (the “Environmental Selected Companies”): • Lassila & Tikanoja Oyj • Northumbrian Water Group Plc • Pennon Group Plc • Séché Environnement SA

89 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Severn Trent Plc • Shanks Group Plc • Sociedad General de Aguas de Barcelona SA • United Utilities Plc • Veolia Environnement SA For GDF, HSBC selected the following companies in the European gas utilities industry (the “Gas Selected Companies”): • Centrica Plc • Distrigaz SA • Elia System Operator SA • Enagas SA • Fluxys SA • Gas Natural SA • National Grid Plc • Red Electrica SA • Redes Energeticas Nacionais SGPS SA (REN) • Snam Rete Gas SpA • Terna SpA The financial information used by HSBC in this analysis for the Electric Selected Companies, the Environmental Selected Companies and the Gas Selected Companies was based on equity research estimates and other publicly available information. The financial information used for Suez, Suez Environnement Company and GDF was based on both management projections and equity research estimates. All of the multiples and ratios were calculated using the one-month volume weighted average of public trading market closing prices on June 3, 2008. For each of Suez, Suez Environnement Company, GDF and the Electric Selected Companies, the Environmental Selected Companies and the Gas Selected Companies, HSBC calculated: • the enterprise value, which is the market value of common equity plus the book value of net debt (total financial debt minus cash and cash equivalents), preferred stock and minority interest and environmental and pension liabilities, less investments in unconsolidated affiliates (each based on the latest publicly available information), as a multiple of estimated 2008 EBITDA (earnings before interest, taxes, depreciation and amortization); and • the ratio of the price per share to the estimated 2008 earnings per share (EPS), or Price/Earnings (P/E) multiple. The results of these analyses are summarized as follows. The implied multiples shown in the table below are the average of the multiples for the individual companies in each group (2008E EBITDA and 2008E EPS are each based on the average of equity research estimates). Implied EV to Implied Price to 2008E EBITDA 2008E EPS Low High Low High Electric Selected Companies ...... 8.3x 11.5x 13.6x 18.5x Environmental Selected Companies ...... 5.7x 9.6x 18.0x 38.3x Gas Selected Companies ...... 6.3x 8.6x 13.8x 21.1x HSBC selected the companies used in the selected companies analysis because their businesses and operating profiles are reasonably similar to that of Suez, Suez Environnement Company and GDF, as applicable. However, because of the inherent differences among the businesses, operations and prospects of Suez, Suez Environnement Company and GDF, and the businesses, operations and prospects of the selected companies, no selected company is exactly the same as Suez, Suez Environnement Company or GDF. Therefore, HSBC believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected companies analysis. Accordingly, HSBC made qualitative judgments concerning differences between the financial and operating

90 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 characteristics and prospects of Suez, Suez Environnement Company and GDF, and the companies included in the selected companies analysis that would affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and business segments between Suez, Suez Environnement Company and GDF, and the companies included in the selected companies analysis. Based on the analysis shown in the above table, HSBC then applied the selected range of multiples to the corresponding financial data derived from each of the management projections and the equity research estimates for Suez, Suez Environnement Company and GDF, respectively, and derived an illustrative implied exchange ratio range of 0.85 to 0.88, based on the management projections, and an illustrative implied exchange ratio range of 0.84 to 0.96, based on the equity research estimates, each after giving effect to the Distribution.

Equity Research Analysis HSBC reviewed certain publicly available information from equity research analysts reports since September 3, 2007 with respect to Suez, Suez Environnement Company and GDF. To the extent available, HSBC reviewed such equity research analysts’ sum-of-the-parts, or SOTP, valuation, and target prices for each of Suez, Suez Environnement Company (as applicable) and GDF, each on a stand-alone basis excluding synergies and the impact of the proposed merger. In a SOTP valuation, an equity research analyst provides a separate enterprise value for each business of a subject company. The following table sets forth a summary of such equity research analysts’ enterprise values for each of Suez (excluding Suez Environnement Company), Suez Environnement Company and GDF: SOTP Low High Suez (excluding Suez Environnement Company) ...... A 49,325m A 62,121m Suez Environnement Company ...... A 18,377m A 20,540m GDF ...... A 40,021m A 47,416m The following table sets forth a summary of such equity research analysts’ target prices for each of Suez (including Suez Environnement Company) and GDF: Target Price per share Low High Suez ...... A45.0 A49.0 GDF ...... A40.0 A43.0 Based on the SOTP analysis, HSBC determined an illustrative implied exchange ratio range of 0.85 to 0.94, after giving effect to Distribution. Based on the target price analysis, HSBC determined an illustrative implied exchange ratio range of 0.93 to 0.98, after giving effect to Distribution.

Discounted Cash Flow Analysis HSBC performed illustrative discounted cash flow analyses for each of Suez, Suez Environnement Company and GDF.

Suez HSBC performed an illustrative discounted cash-flow analysis on Suez using the forecasts for the years 2008 to 2010 supplied to HSBC by Suez management in its three-year business plan. HSBC also performed a separate illustrative discounted cash flow analysis for Suez using market consensus forecasts for the years 2008 to 2010. In each analysis, HSBC calculated indications of net present value of free cash flows for Suez for the years 2008 to 2010 using discount rates ranging from 6.8% to 7.0%. HSBC also calculated illustrative terminal values in the year 2011 based on a perpetuity growth rate applied to normalized free cash flows ranging from 1.75% to 2.25%. These illustrative terminal values were then discounted to calculate implied indications of present values using discount rates ranging from 6.8% to 7.0%. HSBC assumed a valuation date as of December 31, 2007.

Suez Environnement Company HSBC performed an illustrative discounted cash-flow analysis on Suez Environnement Company using the forecasts for the years 2008 to 2010 supplied to HSBC by Suez management in its three-year business plan. In this analysis, HSBC calculated indications of net present value of free cash flows for Suez Environnement Company

91 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 for the years 2008 to 2010 using discount rates ranging from 6.8% to 7.0%. HSBC also calculated illustrative terminal values in the year 2011 based on a perpetuity growth rate applied to normalized free cash flows ranging from 2.0% to 2.5%. These illustrative terminal values were then discounted to calculate implied indications of present values using discount rates ranging from 6.8% to 7.0%. HSBC assumed a valuation date as of December 31, 2007.

GDF

HSBC performed an illustrative discounted cash-flow analysis on GDF using the forecasts for the years 2008 to 2010 supplied to HSBC by GDF management in its three-year business plan. HSBC also performed a separate illustrative discounted cash flow analysis for GDF using market consensus forecasts for the years 2008 to 2010. In each analysis, HSBC calculated indications of net present value of free cash flows for GDF for the years 2008 to 2010 using discount rates ranging from 6.6% to 6.8%. HSBC also calculated illustrative terminal values in the year 2011 based on a perpetuity growth rate applied to normalized free cash flows ranging from 1.25% to 1.75%. These illustrative terminal values were then discounted to calculate implied indications of present values using discount rates ranging from 6.6% to 6.8%. HSBC assumed a valuation date as of December 31, 2007. Based on the equity research estimates, HSBC determined an illustrative implied exchange ratio range based on the foregoing analyses of 0.78 to 0.81, after giving effect to the Distribution. Based on the management projections, HSBC determined an illustrative implied exchange ratio range based on the foregoing analyses of 0.90 to 0.92, after giving effect to the Distribution.

Historical Stock Trading Analysis HSBC compared the low, high and volume-weighted average of closing prices of the ordinary shares of Suez and GDF on Euronext Paris (Compartiment A) as of June 3, 2008 and for each of the three months and 12 months prior to and including the closing share price on June 3, 2008 in order to calculate the historical illustrative implied exchange ratios based on such trading prices. For dates prior to but excluding May 9, 2008, the closing prices of the ordinary shares of Suez were reduced by an amount of A1.36, representing the 2007 ordinary dividends paid by Suez on May 14, 2008. For dates prior to but excluding May 22, 2008, the closing prices of the ordinary shares of GDF were reduced by an amount of A1.26 representing the 2007 ordinary dividends paid by GDF on May 27, 2008. In the case of this historical stock trading analysis, the implied exchange ratio is based on the relative market valuations of the GDF and Suez shares (using the number of shares as provided to HSBC by Suez and GDF on April 30, 2008) as of a particular date or for a particular period and on the valuation for Suez Environnement Company as derived by the analyses of publicly available equity research analysts’ sum-of-the-parts valuations for Suez. The historical implied exchange ratios based on the trading prices of GDF and Suez common stock are calculated by dividing the trading price for one ordinary share of Suez by the trading price for one ordinary share of GDF plus the expected value of 65% of Suez Environnement Company for the dates or for the periods indicated. The following table summarizes the results of this analysis for each of the periods indicated below: June 3, 2008 3-month prior 12-months prior Suez...... Low A47.7 A38.7 A34.8 Volume-weighted average A47.7 A42.6 A41.1 High A47.7 A47.9 A47.9 GDF ...... Low A43.8 A35.6 A30.6 Volume-weighted average A43.8 A39.4 A36.6 High A43.8 A43.8 A43.8 Based on the information shown in the above table, HSBC determined the following illustrative implied exchange ratio ranges: (i) 0.88 to 0.94 for the period 12 months prior to and including the closing price on June 3, 2008; (ii) 0.87 to 0.94 for the period three months prior to and including the closing price on June 3, 2008; and (iii) 0.91 to 0.94 based on the closing price on June 3, 2008, each after giving effect to the Distribution.

Selected Transactions Analysis

HSBC reviewed certain public information relating to selected precedent transactions. However, the financial data related to each transaction generally included a premium paid by the acquiror in such transaction. Accordingly, HSBC noted that the results of this analysis were of limited relevance to the proposed merger and the exchange ratio because no such premium is to be paid.

92 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 For Suez, HSBC reviewed all transactions since 2000 in the European electricity sector valued at over A2 billion involving a target that had an integrated electricity business profile HSBC considered similar to Suez. For Suez Environnement Company, HSBC reviewed all transactions since 2006 in the European water and waste sectors valued at over A0.4 billion involving a target that had a business profile HSBC considered similar to Suez Environnement Company. For GDF, HSBC reviewed all transactions since 2000 in the European gas utilities sector valued at over A1 billion involving a target that had a gas business profile HSBC considered similar to GDF. HSBC analyzed the implied transaction multiples paid in the selected following precedent transactions: Closing Date Acquiror Target Suez selected transactions January 2008 ...... AEMSpA ASMBrescia SpA October 2007 ...... Enel SpA Endesa SA April 2007 ...... Iberdrola SA ScottishPower Plc December 2005...... Suez SA Electrabel SA December 2004...... Energias de Portugal SA HidroCantabrico SA June 2002 ...... E.ON AG Powergen Plc January 2002 ...... Enel SpA Viesgo SA Suez Environnement Company selected transactions April 2008 ...... Montagu Private Equity LLP Biffa Plc February 2008 ...... Saltaire (consortium including Kelda Group Plc Citigroup, HSBC) January 2008 ...... Consortium including Suez SA, la Sociedad General de Aguas de Caixa Barcelona SA October 2007 ...... Alinda Infrastructure Fund South Staffordshire Water Plc October 2007 ...... Suez Environnement SA Aguas de Valencia SA October 2007 ...... Greensands (consortium including Southern Water Capital Limited UBS, JP Morgan Australian Fund) June 2007 ...... Veolia Environnement SA Sulo Unmwelttechnik GmbH May 2007 ...... Séché Environnement SA, Caisse Saur Group des Dépôts et des Consignations, AXA Investment Managers April 2007 ...... CVCCapital Partners Ltd and Van Gansewinkel Kohlberg Kravis Roberts & Co. March 2007 ...... ABNAMROGlobal Infrastructure Cory Environemental Limited Fund, Finpro SGPS SA, Santander Private Equity February 2007 ...... Delta NV Indaver NV January 2007 ...... Macquarie Group Limited — led Thames Water Limited consortium November 2006 ...... Osprey Acquisitions Limited AWG Plc September 2006 ...... Veolia Environmental Services Cleanaway Limited September 2006 ...... Fomento de Construcciones Y Waste Recycling Group Holdings Contratas SA Limited March 2006 ...... CVCCapital Partners Limited, AVR Kohlberg Kravis Roberts & Co., Oranje-Nassau Groep BV GDF selected transactions September 2006 ...... RENSA GALP Energia’s natural gas assets July 2003 ...... E.ON AG Rhurgas AG October 2002 ...... National Grid Plc Lattice Group Plc For each of the selected transactions, HSBC calculated and compared the implied enterprise value (EV) for each transaction to the target company’s last twelve months (or LTM) EBITDA ending on the date of the latest reported financial data. The enterprise value was calculated as the fully diluted value paid for the equity of the target company as adjusted for net debt (total financial debt minus cash and cash equivalents). The financial information used for the selected precedent transactions was based on publicly available information relating to the period prior

93 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 to the date of closing of the selected transaction. The financial information used for Suez, Suez Environnement Company and GDF was based on financial information as of December 31, 2007. The range of selected multiples for the selected transactions is indicated in the following table: EV to LTM EBITDA Suez selected transactions ...... 9.7x to 12.1x Suez Environnement selected transactions ...... 7.6x to 15.2x GDF selected transactions ...... 8.8x to 9.2x HSBC sought selected transactions that were most comparable to the proposed transaction. Nevertheless, because the reasons for and the circumstances surrounding each of the transactions analyzed were so diverse and because of the inherent differences in the businesses, operations, financial conditions and prospects of Suez, Suez Environ- nement Company and GDF, and the businesses, operations and financial conditions of the companies included in the selected transactions analysis, HSBC believed that a purely quantitative selection transactions analysis would not be particularly meaningful in the context of the proposed merger. HSBC believed that the appropriate use of the selected transactions analysis in this instance involves qualitative judgments concerning the differences between the characteristics of these transactions and the proposed merger. Based on the analysis shown in the above table, HSBC then applied the selected EV to LTM EBITDA multiples to the corresponding historical financial data for Suez, Suez Environnement Company and GDF, respectively, and derived an illustrative implied exchange ratio range of 0.70 to 0.94, after giving effect to the Distribution.

General The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate methods of financial analysis and the application of those methods to the particular facts and circumstances, and therefore is not necessarily susceptible to partial analysis or summary description. HSBC made no attempt to assign specific weights to particular analyses or factors considered, but rather made a qualitative judgment as to the significance and relevance of all the analyses and factors considered and determined to give its fairness opinion as described above. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying HSBC’s opinion. In arriving at its fairness determination, HSBC considered the results of all of its analyses and did not form any conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion as to fairness from a financial point of view. Rather, HSBC made its determination as to fairness on the basis of its experience and professional judgment after considering the result of all of its analyses assessed as a whole. No company or transaction used in the above analyses as a comparison is directly comparable to Suez, Suez Environnement Company, GDF or the contemplated merger. Such comparative analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics, market conditions and other factors that could affect the public trading of the selected companies or terms of the selected transactions. HSBC prepared these analyses for purposes of providing its opinion to Suez’s board of directors as to the fairness, from a financial point of view, of the exchange ratio, and its opinion is not intended to be and does not constitute a recommendation. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Suez, Suez Environnement Company, GDF, HSBC or any other person assume responsibility if future results are materially different from those forecasted. As described above, HSBC’s opinion to Suez’s board of directors was one of many factors taken into consideration by the Suez’s board of directors in making its determination to approve the merger agreement. HSBC was not asked to, and did not, recommend specific consideration payable in the merger, which consideration was determined through negotiations between Suez and GDF. The foregoing summary does not purport to be a complete description of the analyses performed by HSBC in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of HSBC, attached as Annex G. The HSBC opinion was delivered by HSBC in its capacity as financial advisor to the Board of Directors of Suez and should not be considered a “rapport d’expert indépendant”, nor an “expertise indépendante” nor an “attestation d’équité”, nor shall HSBC be considered an “expert indépendant”, as such terms are understood under French regulations, regarding the exchange ratio.

94 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Suez selected HSBC as its financial advisor in connection with the proposed merger based on its qualifications, experience and reputation, its familiarity with Suez and the significance of the matter for Suez. HSBC is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. HSBC has advised the board of directors of Suez for the purposes of rendering its opinion and has received a fee of A3 million from Suez for its services, which was not contingent upon the consummation of the transaction. Suez has also agreed to reimburse HSBC for expenses as incurred in connection with its engagement, including any fees and disbursements of HSBC’s legal advisors. In addition, Suez has agreed to indemnify HSBC in relation to certain liabilities incurred within the scope of its engagement, including liabilities under U.S. federal securities laws. The issuance of the HSBC opinion was approved by the opinion committee of HSBC in accordance with the committee’s required procedures.

(c) Opinion of the financial advisors to the Board of Directors Appendices 7, 8, 9, 10, and 11 respectively show the opinions of BNP-Paribas and JP Morgan — the financial advisors of Suez on the exchange ratio — and Merrill Lynch, Lazard Frères, the financial advisors of Gaz de France on the exchange ratio.

2.4.8 Financial projections for Suez and Gaz de France and financial objectives for Suez Environnement Company (a) Financial projections for Suez and Gaz de France Neither Gaz de France nor Suez makes, as a general practice, long-term public forecasts or projections as to future sales, earnings or other results. Management of each company does, however, prepare internal financial projections, from time to time, as part of its medium- and long-term strategic planning exercises. As such, the projections provided herein were not prepared with a view to public disclosure and are not included here to assure information equivalent to that furnished to American investors. Under U.S. securities law, financial projections must be communicated to investors when they are communicated to third party advisors for the purpose of the valuation of the transaction. The following Gaz de France projections for 2008 through 2010 were prepared by Gaz de France between February and July 2007. The projections were prepared based on the market conditions and estimates prevailing at the time they were prepared. In particular, the underlying assumptions about the price of energy products in Europe were revised according to the forward curves and price models available on June 11, 2007. The following Suez projections for 2008 through 2010 were prepared by Suez from January 2007 to June 2007 as part of Suez’ medium term planning process, combining in-depth strategic planning with a detailed financial quantification. These projections were based on the market conditions and estimates prevailing at that time. The underlying macro-economic assumptions and commodities price forecasts are based on the forward curves and price models available at January 31, 2007. The following projections were not prepared with a view toward complying with the guidelines or policies established by regulatory authorities in France or the United States of America, including without limitation, the published guidelines established by the SEC or the American Institute of Certified Public Accountants regarding financial projections. At the time they were prepared, these projections were prepared on a reasonable basis, reflect the best estimates and judgments and present to the best knowledge and belief of the management of each company, the expected course of action of Gaz de France, Suez as of the date of their preparation. However, this information should not be relied upon as being necessarily indicative of future results. These projections were prepared using IFRS accounting principles used by each of Gaz de France and Suez for their respective consolidated accounts. Neither Gaz de France, Suez nor their respective affiliates assume any responsibility if future results differ from these projections. Neither the independent accounting firms of Gaz de France and Suez, nor any other accounting firm have compiled or examined these projections, nor have they expressed any opinion or any form of assurance on the projections or on the ability of the combined Group to achieve the results presented in these projections. It is possible that Gaz de France and Suez utilize different assumptions and accounting conventions and therefore the projections of each company may not be directly comparable.

95 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In addition, investors are cautioned that these stand-alone financial projections may also not be directly comparable with publicly announced objectives relating to GDF Suez for several reasons, including:

• The respective performance indicators of Suez and Gaz de France, i.e., Suez’ Gross Operating Incomes and Gaz de France’s Operating Surplus are calculated differently from each other. The content of each of these aggregates also differs from the notion of EBITDAwhich will be used by the new GDF Suez post-merger; and

• With respect to projected capital expenditures and related adjusted operating income, the stand-alone projections of Gaz de France and Suez include both industrial capital expenditures (mainly for maintenance and development) and financial capital expenditures related to projected acquisitions. The GDF Suez capex objectives, in contrast, only include the industrial capital expenditures and do not take into account financial capital expenditures related to acquisitions activity.

Investors are cautioned to consider that a wide range of factors may materially affect these projections and are invited to refer to Chapter 4 “Risks Factors” in the 2007 Reference Documents of Gaz de France and Suez. These financial projections reflect numerous assumptions made by the management of Gaz de France and Suez with respect to business development, competition, economic, market and financial conditions, all of which are difficult to predict and many of which depend on extraneous factors which are beyond the control of Gaz de France and Suez.

The principal portions of the financial projections prepared by Gaz de France management are as follows:

Gaz de France Projections(2)

(in billions E)

Year Ended December 31, 2008(1) 2009 2010 Revenues ...... 32.6 36.9 38.2 Adjusted Operating Income(3) ...... 6.3 6.8 7.2 Capital Expenditures(4) ...... 4.4 5.0 4.4

(1) On February 27, 2008, Gaz de France published 2008 financial objectives. See chapter 12.1 Financial Goals, in the 2007 Gaz de France Reference Document. These 2008 financial objectives are in line with the above 2008 stand-alone projections except that they include only organic growth, while the 2008 stand alone projections included both organic and external growth. These financial goals are classified as a projection of profits in the context of this merger prospectus, pursuant to ER no. 809-2004 and are listed in chapter 3.2.5 below.

To date, Gaz de France has not updated its medium term strategic plan for 2009 and 2010. (2) Gaz de France’s projections reflect the following principal assumptions:

Macroeconomic assumptions

Macroeconomic fundamentals (such as gross domestic product and interest rates) for the 2008 through 2010 period are based on the assumptions published by Rexecode and Global Insight (European financial information agencies) in December 2006. These assumptions include:

• growth in gross domestic product in the Euro zone countries of approximately 2% per year through 2010;

• stable inflation at a rate of 1.8% in the euro zone countries; and

• a US$/A exchange rate decreasing from 1.3 to 1.25 over the period.

Concerning the regulating rules of the French infrastructures, the forecasts do not take into account any evolution in regulated asset base (RAB) remuneration rates after 2007.

96 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Commodity prices The commodity price assumptions for Europe rely on the forward curves of energy products as of June 11, 2007: • With respect to Brent oil prices, forward curves are used from June 2007 on, for 24 months, and then the prices converge linearly to the long term level; • With respect to electricity prices, forward prices are used for the years 2008 to 2009. For 2010, assumptions rely on a dynamic model that simulates the bid-demand balance on the European interconnected market, taking into account a forecast of the European generation capacity (unit by unit) and the grid evolving configuration; The key factors that influence the price of electricity remain constant during the 2008-2010 period: (i) a strong correlation to absolute and relative fossil fuel prices (oil, natural gas and coal), (ii) an increasing European interconnection, (iii) a significant impact by the carbon trading scheme, and (iv) a medium-term under-capacity in continental Europe requiring the lengthening of the life cycle of thermal power plants.

Capital expenditures The development of Gaz de France underlying these financial projections assumes mainly organic growth: when elaborated, about three quarters of the projects included in the forecasts were already agreed upon and the remaining one quarter related to projects requiring approval. Current and future capital expenditures are initiated consistently with the Group’s investment criteria with the same constant concern for financial discipline and balanced management of resource allocation. The capital expenditures focus on four main objectives: • development of electricity production, by increasing the electricity generation capabilities, with a view to reach 5000 MW; • preservation of a reserves replacement ratio relating to exploration and production activities exceeding 100%. “Gaz de France’s objectives of holding proven and probable reserves (2P) of 1 billion barrels of oil equivalent requires a large acquisition to be made, which is not taken into account in the projections;” • maintenance and development of the regulated assets in France with an increase of the RAB at a 2.3% average annual growth rate; and • the ongoing development of gas storage capacity, both in France and Europe. (3) Gaz de France’s adjusted operating income is a Non-GAAP measure of operating performance that corresponds to the term “Excédent brut opérationnel” which appears in the annexes to Gaz de France’s consolidated financial statements published in its 2007 Reference Document filed with the Autorité des marchés financiers and circulated to Euronext Paris and which Gaz de France has historically used to communicate its results to investors. Gaz de France defines adjusted operating income as operating income before amortization, depreciation, and provisions of and before employee share-based payments and before replacement costs of work under concession contracts. For the financial year ended December 31, 2007, the reconciliation of Gaz de France’s adjusted operating income to operating income was as follows: December 31, in billions of euros Comments 2007 Operating income ...... 3.9 +Amortization, depreciation and provisions (excluding utilization of the provision for replacement cost) ...... (i)and(ii) 1.8 + Employee shared-based payments ...... (iii) — Adjusted Operating Income ...... 5.7

(i) Based on Gaz de France’s stand-alone investment plan (without taking into account the effects of the contemplated merger with Suez), the estimated annual amount of amortization, depreciation and provisions (excluding utilization of the provision for replacement cost) is

97 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 expected to approximate A2 billion, A2.2 billion and A2.4 billion in 2008, 2009 and 2010, respectively. (ii) It is expected that the utilization of the provision for replacement costs remains rather stable from 2008 to 2010. (iii) In any event, employee shared-based payments at Gaz de France are not expected to be significant to the reconciliation of Gaz de France’s projected Adjusted Operating Income to Operating Income either in 2008, 2009 or 2010. This definition of Gaz de France’s adjusted operating income differs from the definition of GDF Suez’ adjusted operating income provided in chapter 2.1 Economic aspects of the merger — Reasons and goals of operation (f) Economic and financial objectives of the new entity. GDF Suez’ adjusted operating income is equal to Gaz de France’s adjusted operating income: (i) less the capital gain/losses from tangible and intangible asset disposals, (ii) less capital gain/losses from disposals of non-consolidated companies, (iii) less the mark to market price of operating financial instruments, (iv) plus the provision for accruals on current assets, and (v) less restructuring costs. (4) Including financial capital expenditures. The material portions of the financial projections prepared by Suez management are as follows:

Suez Projections(6) (in billions of euros) Year Ended December 31, 2008(5) 2009 2010 Revenues...... 53.9 56.0 61.4 Adjusted Operating Income(7) ...... 8.9 9.7 10.9 Capital Expenditures(8) ...... 7.2 7.4 9.2

(4) On February 26, 2008, Suez issued guidance for 2008, which is in line with the above projections. These objectives integrate updated macroeconomic assumptions and forward curves of energy prices accounted for in the annual 2008 budget. See Chapter 12 “ Information likely to impact the company’s outlook” in the Suez 2007 Reference Document. Conversely, SUEZ has not updated its projection for 2009 and 2010. (6) Suez’ projections reflect the following principal assumptions:

Macroeconomic assumptions Macroeconomic fundamentals (such as gross domestic product and interest rates) for the 2008-2010 period are based on a set of assumptions issued by Rexecode (European financial information agency) and remain constant. These assumptions include a steady growth of the gross domestic product both in Europe (1.9% per year), and the United States (2.5% per year) and assume no inflationist trend. By agreement, under the strategic plan, exchange rate assumptions are constant over the 2008-2010 period, exchange rate parities used for the US dollar (USD) and the Brazilian real (BRL) against the euro (EUR) being 1.23 and 2.63, respectively, over the period.

Commodity prices The commodity price assumptions for Europe rely on the forward curves of energy prices as of January 31, 2007 for the years 2008 through 2010 (forward market price or from internal models).

Capital expenditures Suez’ investment plan reflects the dynamic strategy for profitable growth and associated resource allocation presented to the financial community on August 30, 2007. Supported by a more than A15 billion investment plan for 2007 through 2009 (significant acquisitions being excluded), the objective is to achieve a 75 GWinstalled capacity, including 40 GW in Europe by 2012 and to materialize productivity improvements. Current and future capital expenditures are initiated

98 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 consistently with the Group’s investment criteria with the same constant financial discipline and balanced management of the resource allocation.

(7) Suez’ Gross Operating Income which is also used by Suez as a measure of segment profit and which appears in Note 3.3.4 to Suez’ 2007 Annual Consolidated Financial Statements. Gross Operating Income is defined as income from operating activities before mark-to-market on commodity contracts other than trading instruments, impairment, restructurings costs and disposal of assets, net before (i) depreciation, amortization and provisions (including provisions included in personnel costs), (ii) sharebased payments, (iii) net disbursements under concession contracts and including (iv) financial income excluding interest and (v) share in net income of associates. Income from operating activities before mark-to-market on commodity contracts other than trading instruments, impairment, restructurings costs and disposals of assets, net is a sub-total reflected in Suez’ consolidated income statement. We therefore, believe that the most directly comparable financial measure calculated and presented in accordance with GAAP is our “income from operating activities.”

For the financial year ended December 31, 2007, the reconciliation between Suez’ adjusted operating income and income from operating activities was as follows:

December 31, In billions of euros Comment 2007 Income from operating activities ...... 5.4 Mark-to-market on commodity contracts other than trading instruments ...... (i) 0.1 Impairment of property, plant and equipment, intangible assets and financial assets...... (i) (0.1) Restructuring costs ...... (i) (0.04) Disposals of assets, net ...... (i) 0.3 Subtotal: Income from operating activities before mark-to-market on commodity contracts other than trading instruments, impairment, restructuring costs and disposals of assets, net ...... (i) 5.1 Depreciation, amortization and provisions (including provisions included in personnel costs) ...... (ii) (1.8) + Financial income excluding interest ...... (iii) 0.2 + Share in net income of associates ...... (iii) 0.5 Share-based payments (IFRS 2) ...... (iii) (0.1) Net disbursements under concession contracts ...... (iii) (0.2) Adjusted operating income ...... 7.9

In relation to the projected adjusted operating income included in this section we note that:

(i) Income from operating activities [before mark-to-market on commodity contracts other than trading instruments, impairment, restructuring costs and disposals of assets], net is a sub-total which helps management to better understand the group’s performance and which can be used as part of an approach to forecast recurring performance because it excludes elements which are inherently difficult to predict due to their unusual, irregular or non-recurring nature. For Suez, such elements relate to mark-to-market on commodity contracts other than trading instruments, asset impairments and disposals, and restructuring costs. Over the past years, these elements have varied significantly in amount, therefore, most impacts are excluded for purposes of developing our financial projections. (ii) the depreciation, amortization and provisions amount would approximate A2.1 billion, A2.5 billion and A2.8 billion in 2008, 2009 and 2010, respectively, based on Suez’ investment plan for 2008 through 2010, (iii) financial income excluding interest, share in net income of associates, share-based payments and net disbursements under concession contracts would remain relatively stable, in comparison to the 2007 amounts, during the 2008 through 2010 period, excluding non-recurrent elements within the 2007 share in net income of associates for a positive amount of approximately A0.1 billion.

99 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 This definition of Suez’ adjusted operating income differs from the definition of GDF Suez’ adjusted operating income provided in chapter 2.1 Economic aspects of the merger — Reasons and goals of operation(f) Economic and financial objectives of the new entity. GDF Suez’ adjusted operating income is equal to Suez’ adjusted operating income: (i) less the share in the net result of associates, (ii) less the financial income excluding interest, and (iii) plus the pensions and other similar provision reversals/accruals. (8) Including financial capital expenditures. Investors are strongly cautioned not to place undue reliance on the foregoing projections. Neither Gaz de France nor Suez has made or makes any representation to any person regarding the ultimate performance of Gaz de France or Suez relating to these projections. Neither Gaz de France nor Suez intends to update or otherwise revise this information to reflect circumstances existing after the date when such projections were made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the estimates are or are shown to be in error. Actual results may be materially higher or lower.

(b) Financial objectives 2008-2010 of Suez Environnement Company The financial objectives of Suez Environnement Company for 2008-2010 are described in paragraph 6.4 of the admission Prospectus for trading Suez Environnement Company shares on the Euronext Paris market, drawn up by Suez and Suez Environnement Company with AMF authorization n™ 08-127 as of 13 June 2008.

2.5 Consequences of the transaction 2.5.1 Consequences for Gaz de France and its shareholders (a) Impact of the transaction on shareholders’ equity Number of Other Total shareholders’ In millions of Euros financial Merger shareholders’ equity before net as of January 1, 2008 (1) instruments Capital premium (2) equity income Initial position as of 12/31/2007...... 983871988 984 — 23152 24136 Increase of capital for the merger-absorption . .... 1207660692 1208 27756 — 28964 Position after the transaction ...... 2191532680 2192 27756 23152 53100

(1) except for the number of financial instruments (2) before allocation of the merger premium which will be proposed to the general meeting of Gaz de France shareholders (see paragraph 2.3.4 of the present document).

100 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (b) Impact on the breakdown of capital and voting rights of Gaz de France after the transaction The pro forma breakdown of the capital of Gaz de France, after the merger-takeover transaction will be as follows: Not diluted (1, 2) Diluted (1, 2, 3, 4) % of capital and % of capital and Shares voting rights Shares voting rights (millions) not diluted (millions) diluted French state ...... 781.4 35.7% 781.4 35% Gaz de France employees ...... 24.8 1.1% 24.8 1.1% Institutional ...... 108.4 4.9% 108.4 4.9% Gaz de France Public ...... 40.7 1.9% 40.7 1.8% Suez employees ...... 37.1 1.7% 37.1 1.7% GBL...... 117.2 5.3% 117.2 5.2% Groupe Crédit Agricole ...... 15.1 0.7% 15.1 0.7% Groupe CDC ...... 36.7 1.7% 36.7 1.6% Areva...... 26.4 1.2% 26.4 1.2% Groupe CNP Assurances...... 23.6 1.1% 23.6 1.1% SOFINA ...... 15.8 0.7% 15.8 0.7% Other Suez...... 935.9 42.7% 935.9 41.9% Dilution linked to options ...... 50.6 2.3% Total excluding treasury...... 2,163 98.7% 2,213.6 99% Treasury shares ...... 28.5 1.3% (5) 21.3 1.0%(5) Total ...... 2,191.5 100.0% 2,234.9 100%

(1) On the basis of the Suez and Gaz de France shareholders as of 22 May 2008: (2) Taking account of rights issues: allocation of 3.6 million free Gaz de France shares transfered from the State to employees planned for September 2008 as part of the ORS of 2005 for employees of Gaz de France; For Suez, allocation of 6.8 million free shares from treasury. (3) Suez treasury shares and Gaz de France holding in Suez not remunerated by Gaz de France shares in the merger (4) Taking into account dilution factors: for Gaz de France no dilution factors; for Suez, taking account of share subscription schemes post-merger. (5) Theoretical voting rights: treasury shares have no voting rights.

(c) Proposed changes in the membership of the administrative and management bodies and governance principles See Section 3.6 “New organization of the group, post merger.”

101 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (d) Changes in the market capitalization of the two companies Suez stock market capitalization Stock market No. of securities Closing capitalization Date comprising capital share price in billions Aug. 23, 2007 ...... 1,296,297,936 38.10 49.39 Aug. 31, 2007 ...... 1,296,297,936 41.74 54.11 Sept. 3, 2007...... 1,296,297,936 40.36 52.32 Sept. 28, 2007 ...... 1,296,297,936 41.30 53.54 Oct. 31, 2007 ...... 1,296,297,936 44.90 58.20 Nov. 30, 2007 ...... 1,296,297,936 45.48 58.96 Dec. 31, 2007 ...... 1,307,043,522 46.57 60.87 Jan. 31, 2008...... 1,307,764,962 40.86 53.44 Feb. 29, 2008 ...... 1,307,796,883 42.21 55.20 Mar. 31, 2008 ...... 1,307,873,642 41.57 54.37 Apr. 30, 2008 ...... 1,308,257,012 45.50 59.53 May 30, 2008 ...... 1,308,941,953 47.90 62.70 June 4, 2008 ...... 1,308,941,953 47.02 61.55 June 11, 2008 ...... 1,308,941,953 46.12 60.37

Gaz de France stock market capitalization Stock market No. of securities Closing capitalization Date comprising capital share price in billions Aug. 23, 2007 ...... 983,871,988 33.68 33.14 Aug. 31, 2007 ...... 983,871,988 36.80 36.21 Sept. 3, 2007...... 983,871,988 35.81 35.23 Sept. 28, 2007 ...... 983,871,988 36.44 35.85 Oct. 31, 2007 ...... 983,871,988 39.20 38.57 Nov. 30, 2007 ...... 983,871,988 38.26 37.64 Dec. 31, 2007 ...... 983,871,988 40.00 39.35 Jan. 31, 2008...... 983,871,988 36.17 35.59 Feb. 29, 2008 ...... 983,871,988 37.98 37.37 Mar. 31, 2008 ...... 983,871,988 38.24 37.62 Apr. 30, 2008 ...... 983,871,988 42.34 41.66 May 30, 2008 ...... 983,871,988 43.79 43.08 June 4, 2008 ...... 983,871,988 43.16 42.46 June 11, 2008 ...... 983,871,988 43.15 42.45

(e) Impact on the calculation of net earnings per share As of December 31, 2007, for each of the companies concerned by the transaction and for the merged business, net income per share was: • Gaz de France: A2.51 on a diluted basis • Suez: A3.09 per share and on a diluted basis A3.04 per share • Gaz de France — Suez (pro forma): A2.56 per share and on a diluted basis A2.53 per share

(f) New strategies for the future The new strategies for the future are described in paragraph 2.1.2 (d) “Strategy for the new group.”

(g) Short and medium term business forecast and potential restructuring, income and dividend distribution policy See Section 2.1.2 (f) “Economic and financial objectives of the new group”

102 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.5.2 Consequences for Suez and its shareholders On the date of the effective completion of the merger-absorption of Suez by Gaz de France, Suez shareholders will receive, as remuneration for the merger contribution of the assets and liabilities of Suez, 1,207,660,692 new Gaz de France shares with a nominal value of A1 each, i.e., 55.11% of the capital of Gaz de France, after the merger, representing an increase in capital of A1,207,660,692. The by-laws of Suez state that a double voting right is granted for every registered share held for more than two years. The by-laws of Gaz de France do not provide for such a double voting right, and this provision will not be proposed to the Shareholders’ Meeting of Gaz de France. Consequently the Suez shareholders who will receive the Gaz de France shares in connection with the merger will not benefit from double voting rights after the merger.

103 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 3 Presentation of the acquiring company: Detailed information on the legal status, business, financial statements, recent developments and future prospects of Gaz de France appear in the Gaz de France Registration Document (Document de Référence) registered with the AMF under number R.08-056 on May 15, 2008 (the “Gaz de France Registration Document”). This document is available on the AMF web site (www.amf-france.org) and by written or telephone request or by visiting the offices of Gaz de France at 23 rue Philibert Delorme, 75017 Paris, or by visiting the web site of Gaz de France (www.gazdefrance.com).

3.1 Risk factors related to the transaction In addition to the risk factors described (i) in the Risk Factors section of the Gaz de France Reference Document and (ii) in the Risk Factors section of the Suez Reference Document, which are incorporated by reference into the present document, the risk factors listed below as well as other information contained in this prospectus must also be taken into account. All the material risks which Suez and Gaz de France have identified on the date of this prospectus are described in the document quoted above and completed by the information given below. However, other risks and uncertainties unknown to Suez and Gaz de France could also have an unfavorable effect on their business. If one of these unknown risks, one of the risks below or one of the risks described in the abovementioned documents were to materialize, the business, the financial position, the performance, and the prospects of Suez, Gaz de France, and post-merger Gaz de France could be significantly impacted. In such a case, the price of the Suez, Gaz de France, and post-merger Gaz de France shares could be impacted. The combination of Gaz de France and Suez could prove to be difficult and costly and not achieve the cost savings, the increased profits and the synergies and benefits expected from the merger. Achieving the advantages of the merger will depend partly on the rapid and efficient integration of the activities of Gaz de France and Suez. The merger will involve the integration of two complex groups of considerable size covering a wide range of activities, which currently function independently. Achieving the synergies and savings expected from the merger will therefore depend on the level of success of this combination. The goal of Gaz de France and Suez in the combination of their businesses is to increase the value created by the group resulting from the merger. Some of these gains will come from savings, especially decreases in operational and supply costs. The group emerging from the transaction could encounter substantial difficulties in the harmonization of its activities and fail to achieve the growth in revenues, profits, cost savings and operational advantages expected from the merger and could even have to bear significant expenses after the following events, among others: • management will not be able to dedicate its full attention to the operations of the merged entity considering the issues to be addressed in relation to the combination of the two groups; • the loss of key employees; • inconsistency between the standards, controls, procedures and rules, the business culture and the salary systems of Gaz de France and Suez, and the need to implement, integrate and harmonize different operational systems and procedures which are specific to the firms, such as the financial and accounting systems and other computer systems of Gaz de France and of Suez; and • the need to comply with the commitments made to the European Commission that led to the authorization of the transaction. The cost savings and operational benefits actually achieved could well be less than the current expectations of Gaz de France and Suez or could take longer than expected. The value of Gaz de France shares may fluctuate. On the effective completion date of the merger, 22 Suez shares will be exchanged for 21 Gaz de France shares. The merger exchange ratio has been set, so the number of shares which the Suez shareholders will receive in connection with the merger will not change, even if the market value of the Gaz de France shares drops. There will be no adjustment of the exchange ratio in the case of a change of the market price of Suez shares or Gaz de France shares. These market fluctuations could unfavorably impact the market value of the Gaz de France shares. The market value of the Gaz de France shares on the date and after completion of the merger could be less than their market value on the date of the merger agreement or on the date of this

104 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 prospectus. It is to be recalled that the closing price of Gaz de France shares on September 3, 2007, the last exchange trading day before the announcement of the of the new branches of the planned merger, was A35.81 per share. The closing price of the Gaz de France shares on June 12, 2008, the last full trading day as at the date of this prospectus, was A42.09 per share. It is therefore recommended that Suez shareholders obtain the most recent stock market prices for Gaz de France shares before deciding on the merger. The entity resulting from the merger might have to launch public offers in certain countries. Suez owns stakes in various foreign companies whose shares are listed for trading on foreign regulated markets. Following the planned merger, the entity arising from the merger or the companies in its group could, in application of local laws, be forced to launch a certain number of public offerings for shares of these foreign companies in which it holds less than 100% of the capital. In such a case, Gaz de France would have to use part of its liquidity to perform these mandatory public offerings, which could have unfavorable consequences on its available financial resources. These public offerings could also prove more costly than expected. The merger is subject to the review and authorization of various governmental authorities which could impose conditions that could have an unfavorable impact on Gaz de France or Suez. A certain number of requests for authorizations and notifications have been filed by Suez and Gaz de France in connection with the merger with various foreign authorities (whether local, federal or governmental) for which Suez and Gaz de France are waiting for an authorization, agreement or approval decision. Obtaining certain of these authorizations, agreements and approvals could necessitate, among other things, the sale of certain assets or businesses of the entity resulting from the merger. There is no guarantee that Gaz de France and Suez will obtain the necessary authorizations, agreements and approvals required by applicable laws, or that the sales required by the competent authorities will not have a significant unfavorable effect on the financial position, the business or the operating results of the entity resulting from the merger following its occurrence, or that the synergies and cost savings expected from the merger will not be significantly reduced. See Section 2.2.9 (a) “Regulatory Issues — Merger Control.” Certain administrative or governmental authorities have imposed conditions which could reduce the advantages expected from the merger and which could affect the value of the Gaz de France shares received at the time of the merger. In order to ensure the authorization of the merger from the European Commission regarding controls on concentrations, Gaz de France and Suez have agreed to make a certain number of commitments described in Section 2.2.9 (a) “Regulatory Issues — Merger Control.” In addition, Suez and Electrabel have made a certain number of specific commitments to the Belgian government following the announcement of the merger plan; these commitments will be assumed by the group resulting from the merger. These commitments are described in Section 2.2.9 (c) “Regulatory Aspects — Specific Commitments to the Belgian Authorities (Pax Electrica II).” While Suez and Gaz de France believe that respect for these commitments is not likely to have a material adverse impact on the businesses of the entity resulting from the merger, their impact on its financial results or on the price of its shares is difficult to foresee with certitude. Certain competition authorities or energy authorities could take measures limiting or forbidding the activities of the entity resulting from the merger in the countries where the required authorization has not been received. The lack of an authorization for the merger plan from certain authorities responsible for competition or energy matters could lead, in some jurisdictions, to the cancellation of certain concession contracts entered into with Suez or Gaz de France. Certain unexpected requirements from these authorities could lead the entity resulting from the merger to dispose of certain assets, delay the combination of Gaz de France and/or Suez, and prevent achievement of the expected synergies. Any delay in the completion of the merger could significantly reduce the projected advantages of the merger. Apart from the regulatory approvals and authorizations required, the merger is subject to a certain number of other conditions beyond the control of Gaz de France and Suez. These conditions could prevent, delay or significantly and unfavorably impact the completion of the merger (see Section 2.2.1 (b) (iii) “Conditions Precedent and Retroactive Date of the Transaction”). Gaz de France and Suez are not able to predict if and when these other conditions will be met, and the conditions required for obtaining the approvals could also

105 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 delay the completion of the transaction or even prevent it. Any delay in the completion of the merger could diminish substantially the synergies and the advantages which Gaz de France and Suez expect from a merger achieved within the planned period and the successful combination of their respective businesses.

The entity resulting from the merger may not be able to keep its senior managers or employees or to manage the expanded group efficiently, which could have a negative impact on its business or its financial position.

The success of the merged entity will depend, among other things, on its capacity to manage the expanded group efficiently following the merger and to keep the key employees of the two companies, including the six members of the management committee who will lead the new group, namely Messrs Gérard Mestrallet, Jean- François Cirelli, Yves Colliou, Jean-Marie Dauger, Jean-Pierre Hansen, and Gérard Lamarche. In addition, the key employees could leave the group because of the uncertainties and difficulties related to the combination, or because of a general desire not to remain within this merged entity. Moreover, the entity resulting from the merger will have to address issues inherent in the management of a greater number of employees in some very diverse geographic areas. Therefore, it is not certain that the entity resulting from the merger will be able to keep its key employees and successfully lead the merged group, which could disrupt its business and have an unfavorable material effect on its financial position and its income from operations.

The uncertainties linked to the merger could have a significant unfavorable effect on the relations of Suez and Gaz de France with certain of their customers or strategic partners.

The merger in progress could have an unfavorable effect on relations with certain customers, strategic partners and employees of Suez and Gaz de France, which could negatively affect the sales, profits and business flows of Suez and Gaz de France, as well as the market value of their shares, independent of the achievement of the merger itself.

After the merger, the rating agencies could lower the rating for the entity resulting from the merger, in comparison with the current rating of Gaz de France.

After the merger, the rating agencies could assign to the debt of the merged entity a lower rating than the current ratings of Gaz de France. Such a downgrade could adversely affect the financing conditions of the merged entity. For information on the financial rating of Gaz de France, see Section 10.3.3 “Group ratings” of the Gaz de France Registration Document (Document du Reférénce). For information concerning the rating of Suez, see Section 10.3.3 “Group ratings” of the Suez Registration Document.

The merger may trigger the implementation of exclusivity, non-competition and change of control clauses contained in the agreements to which Suez and Gaz de France or the companies in their groups are parties, or the implementation of legal or regulatory provisions relating to the granting of authorizations, licenses or rights to Suez, Gaz de France or to companies in their groups. Such developments could have unfavorable consequences, such as the loss of rights and advantages stipulated in contracts or granted by different authorities, the end of joint venture agreements, the cancellation of contracts, or the need to renegotiate certain contracts, especially regarding loans.

Suez and Gaz de France and the companies in their groups are parties to joint venture agreements, to license or concession contracts, and to other agreements containing change of control clauses which are liable to be activated by completion of the merger. These clauses allow or authorize the cancellation of the agreement in the case of a change of control of one of the parties, activate purchase or sale options and, when they are contained in loan agreements, require the early repayment of the outstanding amounts or the establishment of guarantees. The beneficiary of these clauses may however decide to waive the right to exercise them, and Suez and Gaz de France have identified the cases in which they will seek to obtain such waivers. In the absence of waivers, the activation of a change of control clause could cause the loss of contractual rights and significant advantages, the end of the joint venture agreements or license or concession contracts, or the need to renegotiate loan agreements.

Furthermore, Suez and Gaz de France, as well as the companies in their groups, hold authorizations, licenses and rights which, because of the merger between Gaz de France and Suez, become null and void or can be withdrawn by the authority which granted them. Suez and Gaz de France have identified these authorizations, licenses and rights and have undertaken, or will undertake, formalities with the authorities concerned in order to obtain the maintenance or renewal of these authorizations, licenses and rights. The refusal by the authorities to maintain or renew these authorizations, licenses and rights would cause the loss of important rights for the new group resulting from the merger.

106 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Lastly, certain contracts to which Suez or Gaz de France or the companies in their group are parties contain exclusivity or non-competition clauses which could adversely affect the group resulting from the merger and its businesses due to the merger of the two groups and the change in the scope of the activities of the entity resulting from the merger. New rules or decisions relative to the performance of the business activity of Gaz de France and Suez could be adopted or taken. On September 19, 2007, the European Commission adopted several proposals for regulations and directives relative to the domestic energy market. Two of those draft directives are aimed at amending the current directives relative to domestic electricity and gas markets. These texts provide, among other things, that the management of electricity and gas transmission networks must be separated from supply and production activities. Such “unbundling” could occur (i) either through a separation at the level of ownership (a single company could no longer be both the owner of a transmission network and carry out activities/hold an interest in the production or supply of energy and vice versa), (ii) or by the creation of independent network managers (vertically integrated companies could continue to own the transportation network provided that the management of assets is effectively provided by a fully independent enterprise or body). The draft of the Commission is being presented to the Council Member States and to the European Parliament for possible amendments and voting. It will have to be approved by a qualified majority of the Council to be adopted. The adoption of this draft is liable to modify the terms governing the performance of the infrastructure activity of the group resulting from the merger. It was decided at the Council of Ministers meeting of June 6, 2008 that in addition to the separation of network assets or the creation of managers of independent networks, the member States may opt for a third path consisting of a further deepening of the legal separation set forth in Directive 2003/55 of June 26, 2003. The Law on the Energy Sector, the purpose of which is notably to authorize the privatization of Gaz de France, changed the terms for operating the business of Gaz de France and of Suez. The application of Law on the Energy Sector has caused important changes in the terms for operating the business of Gaz de France and Suez. This law: (i) completed the transposition of the European directives aimed at ensuring the complete liberalization of the energy markets on July 1, 2007, which allows consumers to freely choose their supplier of gas and electricity; (ii) redefined the terms under which the regulated prices for the supply of gas and electricity are applied, (iii) imposed cross-shareholding of the natural gas distribution business; (iv) ensured that the capital of the company managing the transport network can only be held by Gaz de France, the State, or public sector firms or entities; (v) instituted a “transitional regulated market adjustment tariff” for electricity, which will be financed by a guaranteed payment provided primarily by the largest electricity producers, including Suez; (vi) granted the CRE regulatory powers for the natural gas sector, similar to those it has for the electricity sector. Gaz de France and Suez cannot fully assess the impact which these changes could have on their business operations, their financial position, and their performance. The French State will be the biggest shareholder in the company resulting from the merger. After the merger has been completed, the State will hold about 35% of the capital of the company resulting from the merger. Furthermore, the Law Relating to the Energy Sector specifies that the French State should hold more than a third of the capital of Gaz de France. The State will be the shareholder with the largest stake in the entity resulting from the merger. Under French law, a shareholder who holds more than a third of the capital can block any decision being taken by the extraordinary general meeting (especially any decision to amend the by-laws), since these decisions require a majority of two thirds of the votes. In addition, initially seven directors of the entity resulting from the merger will be the representatives of the State. Decree No. 2007-1790 of December 20, 2007 created a golden share, for the benefit of the French State, which gives it the right to oppose certain decisions of Gaz de France. In accordance with Decree No. 2007-1790 of December 20, 2007, the French State holds a specific share, known as a “golden” share, in the share capital of Gaz de France which allows it to oppose decisions of Gaz de France (or any company succeeding Gaz de France SA in its rights and obligations) and its French subsidiaries, intended directly or indirectly to sell in any form whatsoever, transfer operations, grant as

107 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 surety or guarantee or to change the purpose of certain assets covered by the decree, if it considers this decision contrary to the interests of France in the energy sector in relation to the continuity and safety of energy supplies. Under the terms of Article 2 of Decree No. 2007-1790 of December 20, 2007 and its appendix, the assets subject to the State’s right to oppose by virtue of the golden shares are: • the transmission routes for natural gas located on the national territory; • assets linked to the distribution of natural gas, located on the national territory; • underground storage of natural gas, located on the national territory; and • liquefied natural gas facilities located on the national territory. The French State could therefore, for example, refuse the sale, the assignment as guarantee, or the change in use of one of these assets. The press has discussed the issuance, in favor of the Belgian State, of a Golden Share in the capital of GDF Suez. However, the issuance of a Golden Share for a State other than the French State in GDF SUEZ, a French société anonyme, is not legally possible. Instead, the Belgian State will keep after the merger the golden shares it already has in the capital of certain Belgian subsidiaries of Suez (Fluxys, Synatom) and Distrigaz. Gaz de France is currently in discussions with Total and the Iranian gas authorities concerning the participation of Gaz de France in the project for the South Pars gas field. As Iran is subject to sanctions by the United States, the activities of Gaz de France in Iran could be subject to sanctions in accordance with American law. On March 6, 2006, Gaz de France concluded a preliminary agreement with Pars LNG, a subsidiary of NIOC, Total and Petronas, which provides for the purchase of 1.5 to 2.5 million tons of LNG per year for 25 years starting in 2010. Two other agreements should be signed with said shareholders in Pars LNG: one should grant Gaz de France an option to invest in a production unit for gas and the other in an LNG plant. The estimated value of these investments amounts to approximately USD 400 million. Even though there seems to be an agreement in principle, the final terms of the agreements will not be published for some time, since NIOC and Petronas have not yet signed these agreements. American legislation and regulations now provide for direct and indirect sanctions against Iran. In particular, the United States has adopted the Iran Sanctions Act (“ISA”), which gives the President of the United States the power to impose sanctions on persons (including companies) who invest in the Iranian petroleum industry or facilitate the acquisition by Iran of weapons of mass destruction, with the object of preventing Iran from financing acts of international terrorism or developing or acquiring weapons of mass destruction. In September 2006, the ISA was extended until December 2011. The ISA authorizes the imposition of sanctions on persons (“sanctioned persons”) who are considered by the President as having consciously made investments in Iran for an amount of at least 20 million dollars during a period of 12 months. Among the sanctions placed at the disposition of the President is the refusal to grant licenses for the export of American products or technology. These sanctions could go so far as to totally prohibit American persons from the exercise of any business with the sanctioned company. At the end of 1996, the Council of the European Union adopted Regulation No. 2271/96, which forbids any company established in a member state of the European Union such as Gaz de France, to comply with instructions or prohibitions founded directly or indirectly on the laws cited in the appendix to the regulation, which include the ISA. Gaz de France cannot anticipate in what manner American governmental policy will be interpreted and applied in the application of the ISA regarding its current and future activities in Iran. It is possible that the United States will consider that these activities constitute an activity forbidden under the ISA and therefore subject Gaz de France to sanctions.

3.2 Basic information 3.2.1 Consolidated annual financial statements as of December 31, 2007, and management report The consolidated financial statements for the year ended December 31, 2007 and the management report of Gaz de France are available in the Gaz de France Registration Document in Sections 20, 9, and 10, respectively. This document incorporates by reference the consolidated financial statements of Gaz de France for fiscal 2005 and 2006 and the statutory auditors’ reports thereof, which are to be found in the reference documents for 2005 (recorded by the AMF [Autorité des Marchés Financiers] on May 5, 2006 under No. R.06-0050) and 2006 (recorded by the AMF on April 27, 2007 under the No. R.07-0046).

108 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 3.2.2 First quarter of 2008 revenues and allocation of existing bonus share

The information relative to the revenues of Gaz de France for the first quarter of 2008 can be found in Appendix 12.

• At its meeting of May 28, 2008, the Board of Directors of Gaz de France decided to implement a new global bonus share allocation plan. The plan will benefit all employees and “mandataire soclaux” of Gaz de France or with any of its more than 50%-held subsidiaries in France and abroad. Thirty existing shares will be granted, under certain conditions, to each employee. The plan provides for a two-year vesting period and a two-year lock-in period.

On May 22, 2008, the European Commission announced the opening of a proceeding against Gaz de France regarding possible infringements of the provisions of the European Community Treaty governing abuse of dominant position and anti-competitive practices. As indicated by the European Commission itself in its press release, the opening of proceeding means only that the Commission will undertake an in-depth inquiry and in no event was a compliance failure noted. According to the European Commission, the inquiry looks into conduct that would hamper or restrict competition on the natural gas supply market in France due, in particular, to the combination of reserving transport capacity in the long term and a network of import contracts as well as under-investment in import capacity structures. The Commission maintains that Gaz de France, its subsidiaries and the companies it controls are making themselves guilty of practices such as these.

Furthermore, on June 11, 2008, Gaz de France received a communication about the grievances of the European Commission regarding presumption of collusion with E.ON the effect of which is to restrict competition on their respective markets, in particular, with regard to natural gas deliveries through the MEGAL gas pipeline. The aim of this stage of the proceeding is to inform Gaz de France and E.ON of the exact facts which they are being charged and to allow the companies access to information the Commission has. This communication of a statement of objections is the extension of an inquiry opened by the commission in May 2006.

Gaz de France is not able to give an opinion regarding the possible impacts of these two proceedings instigated by the European Commission. Gaz de France shall continue to fully cooperate with the commission in pursuing these two proceedings in order to avail itself fully of its rights.

To the knowledge of Gaz de France, for a period covering the last twelve months, aside from these proceedings and those described in paragraphs 20.3 and 6.1.3.2.1.2.2 of the Document of Reference of Gaz de France, there is no other judicial or arbitration proceeding (including any proceedings, of which the issuer is aware, that are on hold or pose a threat) that could have or has recently had significant effects on its financial outlook or profitability and/or that of the group.

3.2.3 Net working capital

Suez hereby represents that it believes that its consolidated net working capital is sufficient (in other words that Suez has access to sufficient financing resources) to meet its current obligations over the 12 months from the date of this prospectus.

Gaz de France affirms that it believes that its consolidated net working capital is sufficient (in other words that Gaz de France has access to sufficient financing resources) to meet its current obligations over the 12 months from the date of this prospectus.

Suez and Gaz de France also affirm that they believe that the net consolidated working capital of the new combination after the merger is sufficient (in other words that the new entity has access to sufficient means of financing) to meet its current obligations over the 12 months from the date of this prospectus.

3.2.4 Shareholders’ equity and net indebtedness of Gaz de France and Suez as of March 31, 2008.

In accordance with Recommendation 127 of the CESR of February 2005, the tables below present the information relative to the unaudited consolidated indebtedness and equity of Gaz de France and of Suez as of March 31, 2008.

109 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In millions of F GDF 1. Shareholders’ equity and net indebtedness Total current borrowings ...... 1,296 Guaranteed by collateral ...... 103 Without guarantees or pledges (including commercial leases) ...... 1,193 Total non-current borrowings...... 4,293 Guaranteed by collateral ...... 906 Without guarantees or pledges (including commercial leases) ...... 3,387 Shareholders’ equity Group share excluding income for the period ...... A. Share capital ...... 984 B. Legal reserves ...... 98 C. Other reserves ...... 16,728 D. Treasury shares ...... (479) Total shareholders’ equity — Group share (A+B+C+D) ...... 17,331 2. Breakdown of net borrowings A. Cash ...... 1,105 B. Cash equivalents ...... 2,665 C. Financial assets at fair value through income ...... 166 D. Liquidity (A+B+C) ...... 3,936 E. Short-term borrowings ...... 131 F. Current bank loans ...... 865 G. Short-term portion of long-term borrowings ...... 63 H. Other short-term borrowings ...... 368 I. Total short-term borrowings (F+G+H) ...... 1,296 J. Net short-term borrowings (I-E-D) ...... (2,771) K. Long-term bank loans ...... 1,064 L. Bonds ...... 2,004 M. Other long-term borrowings ...... N. Other non-current borrowings...... 1,225 O. Total medium and long-term financial debt (K+L+M+N) ...... 4,293 P. Borrowings excluding financial instruments used to hedge borrowings (J+O) ...... 1,521 Q. Derivative instruments for hedging debt ...... (32) R. Net borrowings including the impact of financial instruments used to hedge borrowings (P+Q)...... 1,489

110 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In millions of F Suez 1. Shareholders’ equity and indebtedness Total current borrowings ...... 7,458 Guaranteed by collateral ...... 187 Without guarantees or pledges (including commercial leases) ...... 7,271 Total non-current borrowings...... 13,956 Guaranteed by collateral ...... 1,621 Without guarantees or pledges (including commercial ...... 12,335 leases) Shareholders’ equity Group share excluding income for the period A. Share capital ...... 2,616 B. Legal reserves ...... 261 C. Other reserves ...... 20,002 D. Treasury shares ...... (1,322) Total shareholders’ equity, excluding net income — Group share (A+B+C+D) ...... 21,557 2. Breakdown of net borrowings A. Cash ...... 1,779 B. Cash equivalents ...... 4,761 C. Financial assets valued at fair value through income ...... 1,113 D. Liquidity (A+B+C) ...... 7,653 E. Short term financial debt ...... 493 F. Short-term bank loans ...... 1,367 G. Short-term portion of long-term borrowings ...... 2,706 H. Other short-term borrowings ...... 3,385 I. Total short-term borrowings (F+G+H) ...... 7,458 J. Net short-term borrowings (I-E-D) ...... (688) K. Long-term bank loans ...... 5,809 L. Bonds ...... 6,804 M. Other borrowings due in more than one year ...... 383 N. Other non-current borrowings...... 960 O. Net medium and long-term borrowings (K+L+M+N) ...... 13,956 P. Borrowings excluding financial instruments to hedge borrowings (J+O) ...... 13,268 Q. Derivative instruments used to hedge borrowings ...... (628) R. Net borrowings including the impact of financial instruments used to hedge borrowings (P+Q)...... 12,640 Net borrowings presented by Suez in its historical financial statements does not take into account “short- term financial receivables” (corresponding to the current portion of the “loans and receivables at amortized costs” in the Suez historical financial statements included in the table above for A493 million at March 31, 2008), and it therefore totaled B13,134 million at March 31, 2008. — The conditional financial liabilities of Suez correspond to purchase commitments made by Suez and its subsidiaries on shares of fully consolidated companies, amounting to A0.6 billion at March 31, 2008 and recognized as other financial liabilities in the historical statements of the Suez Group; — The indirect financial liabilities of Suez correspond to financial guarantees issued by the Group for financing obtained by companies consolidated according to the equity method, guarantees that constitute off-balance sheet commitments (because it is unlikely they will be called) for an amount of A0.4 billion at March 31, 2008. Gaz de France has neither conditional nor financial indirect liabilities.

111 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Since March 31, 2008, the principal events and transactions with a significant impact on the items of the declaration above have been as follows: • For Suez — On April 28, Suez and Gaz de France announced the acquisition of Teesside Power Limited. The impact of this acquisition concerns an increase in net borrowings for Suez on the order of A288 million, as a result of the acquisition of 50% of the shares of Teesside Power Limited and the refinancing of its debt by the Suez Group. — In May 2008, Suez SA paid a dividend to shareholders in the amount of A1.7 billion. — On May 29, 2008, Suez announced that it had signed with ENI an agreement for the sale of its ownership interest (57.25%) in Distrigaz. The price offered by ENI values Suez’ ownership interest in Distrigaz at A2.7 billion, enabling Suez to derive capital gain on the order of A2 billion. A price supplement may be added to this price in relation to the sale of Distrigaz & Co to Fluxys. The completion of this sale, in accordance with the agreements signed with ENI, is contingent on the condition precedent of the completion of the merger of Gaz de France and Suez, Publigaz not exercising its preemptive right, the approval of ENI by the European Commission and the authorization required in relation to concentration control. In accordance with the agreements entered into with ENI, this disposal is subject to completion of the merger between Gaz de France and Suez, the non-exercise by Publigaz of its preemptive rights, the European commission’s approval of ENI as the buyer and anti-trust clearance. Following the completion of this disposal, Suez will simultaneously acquire other energy assets, mainly in Italy, in order to reinforce its position on the European energy markets. — As of March 31, 2008, the contribution of Distrigaz, not including Distrigaz & Co, to the net financial indebtedness of Suez was a negative figure of A841 million (i.e. financial asset). • For Gaz de France — On April 28, Suez and Gaz de France announced the acquisition of Teesside Power Limited. The impact of this acquisition concerns an increase in net borrowings for Gaz de France on the order of A200 million, as a result of the acquisition of 50% of the shares of Teesside Power Limited and the refinancing of its debt by the Suez Group. — In May 2008, Gaz de France paid out dividends for an amount totaling A1.2 billion. — Gaz de France repurchased 11.5 million of its own shares on June 12, 2008 for a total of 487 million euros.

3.2.5 2008 projections and report from the statutory auditors on the 2008 projections and related matters On 27 February 2008, Gaz de France published financial objectives for 2008 (see Chapter 12.1, Financial Objectives, of the 2007 Gaz de France Reference Document). In this publication, the Gaz de France group indicated it was targeting Adjusted Operating Income of 6.1 billion euros for 2008. This financial objective was qualified as projected earnings within the context of this merger prospectus, pursuant to RE No. 809-2004. This projection is based primarily on the following assumptions: (i) average climate in the countries in which the Group operates; (ii) administrative tariffs, notably in France, reflecting supply costs; (iii) exchange rate, commodities prices, and prices of energy products based on year-end 2007 forward curves; (iv) changes in the gas market in terms of the Group’s volumes and market shares based on evaluations or decisions by the Gaz de France management bodies or those of its subsidiaries, which may evolve or be changed in the future. This projection was prepared based on IFRS standards and accounting rules used by Gaz de France for its consolidated financial statements. It applies to Adjusted Operating Income, which is a financial measure defined in the appendices to the Gaz de France consolidated financial statements.

112 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The income projections summarized above are specifically based on data, assumptions, and estimates set forth previously and considered as reasonable by Gaz de France. These projections are subject to circumstances or facts that should occur in the future. They are not actual data and must not be interpreted as guarantees that the announced projections will be fulfilled. By their nature, these data, assumptions and estimates, as well as all factors taken into account in calculating such projections, might not be realized, and are likely to change or be modified by reason of uncertainties related specifically to the company’s economic, financial, and competitive environment. Moreover, the realization of certain risks described in Chapter 4 (Risk Factors) of the 2007 Reference Document might have an impact on the Group’s activities and on fulfillment of the projections set forth above.

Report from the statutory auditors on the income projections

Gaz de France, S.A. Statutory Auditor’s report on the profit forecast

MAZARS & GUERARD ERNST & YOUNG et Autres Immeuble Exaltis 41, rue Ybry 61, rue Henri Regnault 92576 Neuilly-sur-Seine 92 075 Paris-La Défense Cedex S.À.S. à capital variable S.A. au capital de A 8 320 000 Commissaire aux Comptes Commissaire aux Comptes Membre de la compagnie Membre de la compagnie régionale de Versailles régionale de Versailles

Gaz de France, S.A. Statutory Auditor’s report on the profit forecast

Paris-La-Défense and Neuilly-sur-Seine, June 13, 2008

This is a free and non official translation into English of a report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To Jean-François Cirelli, Chairman and Chief Executive Officer of Gaz de France

In our capacity as statutory auditors and in compliance with EU Regulation 809/2004, we hereby report on the consolidated 2008 Adjusted Operating Income forecast of Gaz de France (the “Forecast”) which is included in section 3.2.5 of the prospectus prepared in connection with the issue and admission for trading of GDF SUEZ shares resulting from the merger of Suez with and into Gaz de France (the “Prospectus”).

In accordance with EU Regulation 809/2004 and the relevant CESR guidance, you are responsible for the preparation of this forecast and its principal underlying assumptions.

It is our responsibility to express our conclusion, pursuant to Appendix 1, paragraph 13.2 of the EU Regulation 809/ 2004, as to the proper compilation of the Forecast.

We have performed those procedures which we considered necessary in accordance with professional guidance issued by the Compagnie nationale des commissaires aux comptes. Our work consisted in an assessment of the preparation process for the forecast, as well as the procedures implemented to ensure that the accounting methods applied are consistent with those used for the preparation of the historical financial information of Gaz de France. We also gathered all the relevant information and explanations that we deemed necessary to obtain reasonable assurance that the forecast has been properly compiled on the basis stated.

It should be noted that, given the uncertain nature of forecasts, the actual figures are likely to be significantly different from those forecasts and that we do not express a conclusion on the achievability of these figures.

We conclude that:

• this Adjusted Operating Income forecast has been properly compiled on the basis stated;

• the accounting methods applied in the preparation of the profit forecast are consistent with the accounting principles adopted by Gaz de France.

113 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 This report is issued for the sole purpose of the approval of the Prospectus by the Autorité des Marchés Financiers and should not be used for any other purpose.

The Statutory Auditors

MAZARS & GUERARD ERNST & YOUNG et Autres

Philippe Castagnac Thierry Blanchetier Christian Mouillon

114 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 3.2.6 Interest of individuals and legal entities participating in the issue The financial institutions advising Gaz de France and Suez and some of their affiliates have and may in the future have commercial relationships with Gaz de France and/or Suez, their associates or their shareholders.

3.3 Expenses for the transaction The expenses generated by the transaction, consisting in particular of fees for the legal advisors and advisory banks, the advising firms in financial and accounting matters, and the merger auditors are estimated at approximately A290 million for Suez and Gaz de France (exclusive of tax). It will be proposed to the Extraordinary General Meeting called to decide on the merger will be asked to charge the amount of fees not previously recorded through income by the companies, i.e. approximately A230 million, to the merger premium.

3.4 Dilution 3.4.1 Amount and percentage of the dilution resulting immediately from the transaction As a result of the merger, the number of shares representing the capital of Gaz de France will be increased from 983,871,988 to 2,191,532,680, i.e. an increase of 1,207,660,692, resulting in a dilution of 55.11%. See also Section 2.5.1(b) “Impact on the distribution of capital and voting rights of Gaz de France after the operation.”

3.4.2 Impact of the transaction on a shareholder’s position As a result of the merger, the equity per share will change from A24.53 to A24.23.

3.5 Amendments to the by-laws and authorizations to be given to the Board of Directors proposed to the Shareholders’ Meeting of Gaz de France to be held on July 16, 2008 The principal amendments to the by-laws proposed to the Shareholders’ Meeting of Gaz de France of July 16, 2008 are the following: • Modification of the corporate form (Article 1 of the by-laws): the new Article 1 of the by-laws will read as follows: “The company is a société anonyme (limited liability company) governed by the legal and regulatory provisions applicable to French corporations, subject to the specific laws governing it and to these by- laws. The specific laws governing the company are Law No. 46-628 of April 8, 1946 concerning the nationalization of electricity and gas, Law No. 86-912 of August 6, 1986, Law No. 2003-8 of January 3, 2003 concerning the gas and electricity markets and public energy services, Law No. 2004-803 of August 9, 2004 concerning public electricity and gas services and electrical and gas companies, and Law No. 2006-1537 of December 7, 2006 concerning the energy sector.” • Modification of the corporate purpose (Article 2 of the by-laws): the purpose of the company would be to “manage and exploit its assets present and future, in all countries and by all means and in particular: • prospecting, producing, processing, importing, exporting, purchasing, transporting, storing, distributing, supplying and marketing gas fuel, electricity and all other forms of energy; • trading in gas, electricity and all other forms of energy; • supplying services associated with the abovementioned activities; • carrying out the public service duties imposed on it by the applicable legislation and regulations, in particular Law No. 46-628 dated April 8, 1946, concerning the nationalization of electricity and gas, Law No. 86-912 dated August 6, 1986, Law No. 2003-8 dated January 3, 2003, on the gas and electricity markets and public energy services, Law No. 2004-803 dated August 9, 2004, on public electricity and gas services and electricity and gas companies, and Law No. 2006-1537 dated December 7, 2006 on the energy sector; • studying, designing and carrying out all projects and all public or private works on behalf of all collective bodies and private individuals; preparing and concluding all treaties, contracts and transactions concerning the carrying out of said projects and works;

115 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • participating directly or indirectly in all operations or activities of any kind that may be associated with any of the abovementioned that objects, or that are of a nature to assure the development of the company’s assets, including research and engineering work, by way of setting up new companies or enterprises, contributing, subscribing or purchasing shares or rights in companies, and acquiring stakes and participations of any kind whatsoever in all enterprises or companies, existing or by way of yet to be set up, or by merger, association or in any other way; • creating, acquiring, renting or leasing of any personal and real property and business; leasing, setting up and operating all establishments, businesses, factories or workshops related to any of the preceding objects; • registering, acquiring, exploiting, conceding or transferring all processes, patents and licenses concerning activities related to any of the objects mentioned above; • obtaining, acquiring, leasing or operating, principally through subsidiaries or participating interests, all concessions and the activities of which are enterprises concerning the supply of drinking or industrial water to cities, the drainage and purification of waste water, desiccation and sanitation or irrigation operations, and the construction of any structure for the transport, protection and storage of water, together with all sales and service activities provided to collective bodies and private individuals in urban development and management of the environment; • and more generally carrying out all operations and activities of any kind, whether industrial, commercial, or financial, concerning movable property or real estate, including services such as insurance mediation either as agent or as authorized agent, either jointly or independently, together with research activities, where such operations or activities are related directly or indirectly, in whole or in part, to any of the aforementioned objects or any similar, complementary or related objects, or any objects that are of a nature to promote the development of the company’s business. • Modification of the corporate name of the company (Article 3 of the by-laws): the new corporate name of the company will be: GDF Suez. • Change of the headquarters (Article 4 of the by-laws): the new headquarters of the company will be located at 16-26 rue du Docteur Lancereaux, 75008 Paris. • Modification of the share capital (Article 6 of the by-laws): at the end of the merger, the new share capital of the company would be A2,191,532,680. Pursuant to Article 24-1 of Law 2004-803 of August 9, 2004 as amended and Decree No. 2007-1790 of December 20, 2007, the share capital includes one specific share resulting from the transformation of a share of common stock held by the French State, in order to preserve France’s essential interests in the energy sector relative to the continuity and security of energy supply. • In addition, the by-laws will be entirely revised to reflect, among other things, the new structure of the Board of Directors, its operation and the terms of office of the directors (as described hereafter), the number of shares that must be held by each director, the possibility for the Annual General Shareholders’ Meeting to appoint a maximum of four non-voting directors, the possibility of appointing a single president, the status of vice-chairman of the Board of Directors, the age limits for the Chairman, Chief Executive Officer and President, the presence of a government commissioner, the possible detachment of civil servants, the conditions for participating in Shareholders’ Meetings, the possibility of carrying out distributions in kind. The main financial authorizations to be granted to the Board of Directors proposed to the Shareholders’ Meeting of July 16, 2008 are as follows: • Delegation of authority to be given to the Board of Directors to decide, in accordance with the provisions of the Law on the Energy Sector, which stipulates that the State hold more than one third of the capital of the company, (i) the increase in the share capital by issuing ordinary shares and/or any securities giving rights to the capital of the company and/or of the company’s subsidiaries, maintaining the pre-emptive subscription right for a maximum par value amount of A250 million; and/or (ii) the issue of securities giving rights to the allotment of debt securities, maintaining the preemptive subscription right for a maximum par value amount of A5 billion (13th Resolution);

116 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Delegation of authority to be given to the Board of Directors to decide, in accordance with the provisions of the Law on the Energy Sector, which stipulates that the State hold more than one third of the capital of the company, (i) the increase in the share capital through the issue of ordinary shares and/or of securities giving rights to the capital of the Company and/or of the Company’s subsidiaries, eliminating the pre-emptive subscription right for a maximum par value amount of A250 million; and/or (ii) the issue of securities giving rights to the allotment of debt securities, eliminating the preemptive subscription right for a maximum par value amount of A5 billion (14th Resolution); • Delegation of authority to be given to the Board of Directors to increase the number of shares to be issued in a capital increase with or without the pre-emptive subscription right, pursuant to the 13th and 14th Resolutions (15th Resolution); • Delegation to be given to the Board of Directors to issue ordinary shares and/or various securities as compensation for the contributions in kind granted to the Company, up to a maximum of 10% of the share capital, in accordance with the provisions of the Law on the Energy Sector, which stipulates that the State hold more than one third of the capital of the company (16th Resolution); • Delegation of authority to be given to the Board of Directors to decide a capital increase by issuing shares reserved for participants in company savings plans, eliminating the pre-emptive subscription to the benefit of such participants, up to a maximum par value amount of A40 million, in accordance with the provisions of the Law Relating to the Energy Sector, which stipulates that the State hold more than one third of the capital of the company (17th Resolution); • Delegation of authority to be given to the Board of Directors to increase the capital, eliminating the pre-emptive subscription right, for the benefit of any entity the sole purpose of which is to subscribe, hold and sell shares of the Company or other financial instruments as part of the implementation of one of the multiple formulas of the Group’s international employee shareholding plan, for a maximum total par value amount of A20 million by issuing a maximum number of 20 million new shares with a par value of A1 each, in compliance with the provisions of the Law on the Energy Sector, which stipulates that the State hold more than one third of the capital of the company (18th Resolution); • Limitation of the total amount of authorities for immediate and/or future capital increases which may be performed under the authorizations granted by the 13th and 18th Resolutions, established at A310 million, in accordance with the provisions of the Law on the Energy Sector, which stipulates that the State holds more than one third of the capital of the company (19th Resolution); • Delegation of authority to be given to the Board of Directors to increase the share capital by incorporating the additional paid-in capital, reserves, profits or other items (20th Resolution); • Delegation to be given to the Board of Directors to allot free shares to the employees and/or the directors and officers of the Company and/or of the group companies, up to 0.5% of the share capital (21st Resolution, same ceiling as that of the 22nd Resolution); • Delegation to be given to the Board of Directors to grant stock options to the employees and/or directors of the Company and/or affiliated companies up to a maximum of 0.5% of its share capital (22nd Resolution, same ceiling as that of the 21st Resolution); • Delegation to be given to the Board of Directors to reduce the share capital by cancelling treasury shares (23rd Resolution); • Authorization to be given to the Board of Directors to conduct transactions on company shares (24th Resolution). It is hereby stated that the authorizations proposed (i) will be granted subject to the condition precedent of the definitive completion of the merger, effective as of the date on which this condition is met; and (ii) may in any event be used by the Board of Directors only up to a number of shares so that, after the issue in question, the State will own more than one-third of the capital of GDF Suez, and continue to own more than one-third of the capital of GDF Suez, taking into account all securities issued that give rights to the capital of GDF Suez, the stock options granted and bonus shares to be issued.

3.6 New post-merger organization of the group Gaz de France and Suez have drawn up the organizational, operational and governance principles for the new group resulting from the merger in the Memorandum of Understanding dated June 5, 2008, and approved by the Boards of Directors of Gaz de France and Suez on June 4, 2008.

117 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 3.6.1 Structure of the management and administrative bodies General Management The new group will be managed jointly by Mr. Gérard Mestrallet and Mr. Jean-François Cirelli: • Mr. Gérard Mestrallet will be Chairman of the Board and Chief Executive Officer of the company. • Mr. Jean-François Cirelli will be Vice-Chairman of the Board of Directors and sole President and will have the same powers to represent the Company with respect to third parties as the Chairman of the board and Chief Executive Officer. The internal regulations of the Company’s Board of Directors (the main points of which are attached to the Memorandum of Understanding of June 5, 2008 approved by the Boards of Directors of Gaz de France and Suez on June 4, 2008) will establish the limits to the powers of the Chairman of the board and Chief Executive Officer, which will be the same for the Vice-Chairman of the board and President (see section 3.6.3 “Operation of the Board of Directors and of the Board Committees”). Internally, the Board of Directors will define the powers to be granted to the Chairman of the Board and Chief Executive Officer and to the Vice-Chairman of the board and President, respectively. Major decisions (appointment of management, financial and investment policy, mergers, acquisitions, sales) will be made jointly by Messrs. Gérard Mestrallet and Jean-François Cirelli. Decisions concerning the appointment of management will be recorded in written memoranda signed by Messrs. Mestrallet and Cirelli.

Membership of the Board of Directors The company’s Board of Directors will initially consist of 24 members, at least seven of whom will be classified as independent directors: • 10 members (at least five of whom will be independent directors) appointed by Suez; • 10 members (at least two of whom will be independent directors) including members appointed by Gaz de France and seven representatives of the French State, appointed pursuant to the regulations in effect; • within six months after the merger, three members will be elected by the unified employee electoral college of the new group and one member will be elected to represent the employee shareholders of the new group; they will be appointed pursuant to Article 8-1 of Law No. 86-912 of August 6, 1986. With regard to that, Gaz de France and Suez have reiterated their desire to have a balanced representation of the employees from the two groups. With respect to the election of employee representatives, the electoral colleges must include, in addition to the personnel of the company, the personnel of its subsidiaries, as defined by law, which have their headquarters in French territory. Due to the expiration, on the privatization date, of the terms of office of the directors elected by the employees pursuant to the provisions of the Law of July 26, 1983, the Board of Directors will not include any director representing the employees in the intervening period. Except for the directors representing employees and employee shareholders, the terms of the company’s initial directors will be established as follows, as of the merger date: • two years (until the Annual General Meeting to be held in 2010 called to approve the fiscal year 2009 financial statements): one director from Suez and one director representing the State (whose terms in office will not be renewed thus decreasing the number of directors to twenty-two (22), i.e., in addition to the directors representing the employees and the employees shareholders nine members (9) from Suez, nine (9) members from Gaz de France (including six (6) representatives of the State appointed in accordance with the regulations in effect)); • three years (until the Annual General Meeting to be held in 2011 called to approve the fiscal year 2010 financial statements): four directors from Suez and one director from Gaz de France; • four years (until the Annual General Meeting to be held in 2012 called to approve the fiscal year 2011 financial statements): for the remaining directors, including Gérard Mestrallet and Jean-François Cirelli. The directors representing the employees and the employee-shareholders will be elected for four-year terms.

118 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The Annual General Meeting of Gaz de France to be held on July 16, 2008 will be asked to elect the following directors, with the following terms: Name of director elected by the Annual General Meeting Term and expiration date of office Gérard Mestrallet ...... 4years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2011 Jean-François Cirelli ...... 4years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2011 Jean-Louis Beffa ...... 4years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2011 Paul Desmarais Jr...... 4years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2011 Jacques Lagarde ...... 4years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2011 Anne Lauvergeon ...... 4years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2011 Lord Simon of Highbury...... 4years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2011 Edmond Alphandéry ...... 3years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2010 Aldo Cardoso ...... 3years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2010 René Carron ...... 3years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2010 Albert Frère ...... 3years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2010 Thierry de Rudder ...... 3years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2010 Etienne Davignon ...... 2years, until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2009

119 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The directors representing the State will be named prior to the Gaz de France Shareholders’ Meeting called to approve the merger, but are not known as of this date. The curriculum vitae of Messrs. Cirelli, Beffa and Cardoso are included in chapter 14 of the Gaz de France Reference Document. The curriculum vitae of Messrs. Mestrallet, Desmarais, Lagarde, Alphandéry, Carron, Frère, de Rudder and Davignon, Lord Highbury and Ms. Lauvergeon are included in chapter 14 of the Suez Reference Document. To the knowledge of Gaz de France and Suez, the future Board members of the new entity have no family relationship to other Board members. To the knowledge of Gaz de France and Suez, none of these members has been convicted of fraud in the past five years. None of the members has participated in a filing for bankruptcy, receivership or liquidation in the past five years, and none of them has been indicted or subject to an official public sanction pronounced by a statutory or regulatory authority (including a designated professional organization). None of these members has been banned by a court from serving as member of an administrative, management or supervisory body of an issuer or from being involved in the management or operation of an issuer’s business during the last five years. The draft of the main internal regulations that will be submitted to the Board of Directors of the merged entity indicates that the directors receive directors’ fees. The annual amount of such fees is established by the Shareholders’ Meeting and the distribution is performed by the Board of Directors on the proposal of the Compensation Committee. Finally, it is planned to appoint Messrs. Philippe Lemoine and Richard Goblet d’Alviella as non-voting directors for a period ending at the end of the General Meeting called to approve the financial statements for the year ending December 31, 2011.

Governance and conflicts of interest To the knowledge of Gaz de France and Suez there is no conflict of interest between the duties of the members of the board of directors with regard to the new entity and their private interests and/or other duties, other than those detailed in chapter 14 of the Suez Reference Document and chapter 14 of the Gaz de France Reference Document. In the interests of transparency and informing the public, GDF SUEZ will aim to draw inspiration from the recommendations of the AFEP-MEDEF report on the improvement of corporate governance, within the limits of the relevant legal and administrative requirements. The objective is to apply the rules of corporate governance, in compliance with legal provisions and administrative regulations, to avoid the abuse of power by the principal shareholder.

3.6.2 Structure of the management committee, operational and functional organization and structure of the executive committee Management Committee Four Executive Vice-Presidents will assist Messrs. Gérard Mestrallet and Jean-François Cirelli and, together with the Chairman of the board and Chief Executive Officer and the Vice-Chairman of the board and President, will form the Management Committee, which will manage the new group. The four Executive Vice-Presidents will be: • Yves Colliou; • Jean - Marie Dauger; • Jean - Pierre Hansen; and • Gérard Lamarche.

Operational organization The business of the group will consist of the following six operating business branches: Five Energy business branches • Energy services;

120 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Infrastructures; • Global Gas & LNG; • Energy France; • Energy Europe and International (consisting of three divisions: Europe, Benelux-Germany, International); One Environment business branch (composed of the stake held by GDF Suez in Suez Environnement Company). A business branch committee will be created within each of these six operating business branches. These committees will be composed of joint teams from Suez and Gaz de France and will be chaired, as applicable, by the Chairman of the board and Chief Executive Officer or the Vice-Chairman of the board - Deputy CEO, depending on whether the business branch reports to the Chairman of the board and Chief Executive Officer or to the Vice Chairman - Deputy CEO.

Energy Services Reporting to the Chairman of the board and Chief Executive Officer, it will consist of (i) the entities that form Suez Energy Services and (ii) the entities of the Services business of Gaz de France, except for Savelys, which will be part of the Energy France business branch. A new brand policy will be implemented under a Group initiative.

Infrastructures An Infrastructures division will be created, in accordance with the principles of the European Community law concerning the separation of infrastructure activities. Reporting to the Vice-Chairman of the board and President, its purpose will be to integrate over time all the infrastructure activities present in separate legal entities of the companies in charge of providing energy. The business branch will consist of (i) the entities responsible for the Gaz de France infrastructures in France (in particular, GRT/gaz, DGI; GrDF), in Germany and Austria, and (ii) the entities responsible for the Suez infrastructures in the Benelux countries: Fluxys and Elia.

Global Gas & LNG A business branch dedicated to the gas business (upstream and wholesale) will be created to group together exploration-production, gas supply activities, sales to large gas clients and LNG activities. Reporting to the Vice-Chairman of the board and President, it will consist of: • the entities responsible for the exploration-production activities of Gaz de France: DEP and E&P subsidiaries; • the entities responsible for the LNG and energy trading activities of Gaz de France: the Trading Department, LNG Delegation, Gaselys; and • the Suez entities in charge of energy trading, LNG supply, LNG flow management activities and chartering/fitting of LNG tankers: these activities are now being performed within Distrigaz, and Suez Global LNG.

Energy France The energy supply activities in France, including electricity production, will be grouped within one division, Energy France. The division, which will report to the Vice-Chairman of the board and President, will consist of: • the entities responsible for marketing gas and electricity: the Sales Department of Gaz de France and the sales teams of Electrabel France; • the Suez entities responsible for electricity production and the related sales: CNR, SHEM, Electrabel France, drawing rights to the power plants of Chooz and Tricastin; • the entities in charge of the electricity production of Gaz de France: Electricity Department, DK6;

121 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • the entities responsible for the service activities very close to preparing offers: Savelys.

Energy Europe and International This business branch will be responsible for the group’s activities outside France, particularly electricity production and energy supply activities. Reporting to the Chairman of the board and Chief Executive Officer, its headquarters will be based in Belgium and the business branch will be organized in three divisions: • a Belgium, Netherlands and Luxembourg-Germany energy division, which will include all energy supply operations in the Benelux countries, including electricity production. It will consist of (i) entities responsible for Electrabel’s activities in the Benelux countries and Germany and (ii) entities and related equity holdings (Gasag, etc.) responsible for the energy sales activities (excluding wholesale) of Gaz de France in Belgium, the Benelux countries and Germany; • an Energy Europe division, which will conduct its activity over the entire European continent (including Russia), except for France, the Benelux countries and Germany. It will be organized by country, and the countries will be grouped into geographic areas. It will consist of: (i) the entities responsible for Electrabel’s operations in Europe, excluding France, the Benelux countries and Germany, and (ii) the entities in charge of the Gaz de France activities in Europe excluding France, the Benelux countries and Germany: European subsidiaries of the International business branch. • The Energy International division is intended to use and develop the group’s capabilities in the energy businesses outside Europe. It will include Suez LNG North America and will benefit from the contributions of Suez Energy International, except for the LNG supply activities, LNG flow management and chartering/fitting of LNG tankers, as well as Gaz de France’s activities and investments outside Europe (Mexico, Canada, excluding LNG). A working group will be created together with the Global Gas & LNG business branch to implement the synergies in an efficient manner. The working group will issue recommendations in this respect. The locations of the various development teams, particularly those from the International business branch of Gaz de France, will not be changed.

Environment Reporting to the Chairman — Chief Executive Officer, the “Environment” operational business branch will be composed of the strategic equity holding of GDF Suez in Suez Environnement Company. With respect to transversal “energy” functions, an immediate and a future organization of the group’s energy optimization (Trading & Portfolio Management) will be proposed as soon as possible.

122 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The breakdown of responsibilities in the operational branches will be as follows:

Distribution of responsibilities within the operating branches

Chairman – Chief Executive Officer – Gérard Mestrallet

Vice-Chairman, President – Jean-François Cirelli

Energy France Henri Ducré

Jean-Pierre Hansen Deputy: D. Beeuwsaert Energy Europe & International Belgium, Netherlands, Luxembourg and Germany: J-P Hansen Europe: P. Clavel International: D. Beeuwsaert

Global Gas and LNG Jean-Marie Dauger

Infrastructures Yves Colliou

Energy Services Jérôme Tolot

Environment Jean-Louis Chaussade

Functional organization The new entity will be organized around 10 central departments: • Financial department; • Audit and risk department; • Administrative and corporate; • Communication and financial communication department; • International relations department; • Integration, synergy and performance department; • Human resources department; • Management of executives department; • Strategy and sustainable development department; • Research and innovation department.

123 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The distribution of responsibilities within these functional departments will be as follows:

Chairman and CEO Energy Policy Committee, J-P. Hansen G. Mestrallet

President Audit / Risk JF. Cirelli Dept. of Integration / P. Jeunet Synergies & Performance E. Hedde Deputy: M. Pannier Corporate Financial Y. de Gaulle Department G. Lamarche Human Resources Department Deputy: S. Brimont P. Saimpert Deputy: M. Morin Communication and Financial Management of Communication Chairman executives Department and CEO E. van Innis V. Bernis Deputy: M. Le Boedec

Strategy & Sustainable. Development Department A. Chaigneau Deputy: D. Sire International Relations Department Research / Innovation Department JM. Dauger M. Florette Deputy: M. De Witte

Executive committee The executive committee will consist of 19 persons: • Gérard Mestrallet • Jean-François Cirelli • Dirk Beeuwsaert • Valérie Bernis • Stéphane Brimont • Alain Chaigneau • Jean-Louis Chaussade • Pierre Clavel • Yves Colliou • Jean-Marie Dauger • Henri Ducré • Yves de Gaulle • Jean-Pierre Hansen • Emmanuel Hedde • Philippe Jeunet • Gérard Lamarche • Philippe Saimpert

124 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Jérôme Tolot • Emmanuel van Innis. Gaz de France and Suez have in fact agreed that the merger should result in a gradual combination of the two groups. Aside from the parity in management, this combination will be sought from the very beginning by avoiding the mere juxtaposition of the operations of the two groups and by setting up the organizations necessary to achieve the synergies announced at the time of the merger. The principle adopted is that when the manager of a department comes from one of the two groups, the chief deputy will come from the other group, provided that he/she has the necessary skills. A financial committee, consisting of the Chairman of the board and Chief Executive Officer and the Chairman of the board and President and the Chief Financial Officer of the new group, will be created and will meet to examine the main financial, accounting, tax and forecasting issues, as well as the questions related to the group’s financial policy, financial transactions (investments, divestitures, mergers, acquisitions, disposals). In addition, other committees and, for instance, a committee on commitments (a member of which would be the steering committee), and business branch committees, will be created as needed.

3.6.3 Operation of the Board of Directors and the Board committees Operation of the Board of Directors Board of Directors’ Meetings Directors will be called to meetings of the Board of Directors under the conditions defined by law, the conditions determined by the Board itself, and by any means. The draft internal regulations of the Board, as they will be proposed to the Board of Directors in its new structure after the merger, will provide that the Board of Directors will meet at least six times per year. In addition, at least one-third of the Board members may ask the Chairman to call the Board, indicating the meeting agenda, if the Board has not met for more than two months. Any director who wishes to consult the Board of Directors on an issue not recorded on the agenda will inform the Chairman thereof, prior to the meeting. The Chairman will then inform the Board of Directors. The Chairman will call and chair the meetings of the Board of Directors. If he is unable to do so, he will be replaced by the Vice-Chairman of the board or, in his absence, by a director elected by the Board at the beginning of the meeting. The Secretary will perform the secretarial duties for the Board and the Board committees and prepare the minutes of the meetings. The notice of meeting will state the location of the meeting and will include the agenda established by the Chairman. Except in urgent matters or when needed, it will be transmitted at least seven days before a meeting by any appropriate means, including verbally. Except in case of emergency, the information and documents required by the directors to fully exercise their duties will be transmitted to them at least five days prior to each meeting. Deliberations will be conducted subject to the rules for quorum and majority provided by law. In case of a tie, the Chairman of the meeting will cast the deciding vote. The Chairman can organize meetings of the Board of Directors by videoconference, by video transmission over the Internet or by means of tele- communications, within the limits and under the conditions established by law and the regulations in effect and by the internal regulations. The draft rules of procedure of the Board of Directors, as they will be proposed to the Board of Directors in its new structure after the merger will provide that, for the calculation of the quorum and the majority, the directors attending meetings through the abovementioned means will be deemed present, subject to the reservations and conditions set by the laws and regulations in effect. All directors may, under their own responsibility, delegate to another director by proxy the power to vote in their name.

Board of Directors’ responsibilities The Board’s draft internal regulations as they will be proposed to the Board of Directors in its new structure after the merger, will provide that the Chairman of the board and Chief Executive Officer and the Vice- Chairman of the board and President will each be vested with the broadest powers to act in any

125 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 circumstances in the name of the company, subject to the limitations provided by law and the provisions hereinafter.

The Chairman of the Board and Chief Executive Officer and the Chairman of the board and President will have to obtain prior authorization from the Board to sign significant agreements with the French State concerning the objectives and conditions for performing the public service duties assigned to the new entity or its subsidiaries, within the limits established by law.

The Chairman of the board and Chief Executive Officer and the Chairman of the board and President will have to obtain prior authorization from the Board of Directors to perform the following transactions:

• to acquire or sell any equity investments of the company or of its subsidiaries in any existing or future company, participate in the creation of any company, joint venture, groups and organizations, subscribe to any issue of shares, founders’ shares or bonds, when the financial exposure of the Company or the Group exceeds A350 million for the contemplated transaction4;

• to grant any contribution, exchange, with or without cash balance, concerning assets, shares or securities, for amounts exceeding the threshold set by the Board of Directors;

• in case of dispute, to enter into any agreement and settlement, accept any compromise, for amounts exceeding the threshold set by the Board of Directors;

• grant security interests in corporate assets.

The Chairman of the board and Chief Executive Officer and the Vice-Chairman of the board and President will have to obtain prior authorization from the Board of Directors to perform real estate purchase or sale transactions that exceed the threshold set by the Board of Directors.

The Chairman of the board and Chief Executive Officer and the Vice-Chairman of the board and President will have to obtain prior authorization from the Board of Directors to perform the following transactions that exceed the threshold set by the Board of Directors:

• to grant or obtain any loan, borrowing by the company, its subsidiaries or any financing vehicle of the group, credits and advances;

• to acquire or sell any receivables by any method.

The Board of Directors will establish the total and per transaction amount of sureties, endorsements or guaranties for which the Board grants authority to the Chairman of the board and Chief Executive Officer and the Chairman of the board and President for the year.

The Chairman of the board and Chief Executive Officer will, periodically and at least once a year, put on the Board of Directors’ agenda a review of the budget, the group’s industrial strategy, financial strategy, and an examination of the group’s energy supply policy.

The Vice-Chairman of the board and President will have the same powers to represent the group in relationships with third parties as the Chairman of the board and Chief Executive Officer and be subject to the same restrictions. The Board of Directors will establish the respective powers of the Chairman of the board and Chief Executive Officer and of the Vice-Chairman — President in the internal regulations.

Criteria for independent directors

The criteria for independent directors will be set by the Board of Directors in line with market practices, for example as defined by the AFEP-MEDEF report.

Each year, before the Annual General Meeting called to approve the financial statements, the Board will assess their independent status.

4 Gaz de France and Suez have agreed that the Board of Directors will take the opportunity to raise this threshold at the close of the Annual General Meeting to be held in 2010, called to approve the 2009 financial statements.

126 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Board committees The Board of Directors, in its new structure after the merger, will be asked to form the following five Board committees (all chaired by an independent director): • an Audit Committee, consisting of three to six members, at least two thirds of whom will be qualified as independent directors; • a Strategy and Investment Committee, consisting of three to five members, at least half of whom will be independent directors; • a Nominations Committee, consisting of three to five members, at least half of whom will be independent directors; • a Remuneration Committee, consisting of three to five members, at least half of whom will be independent directors; • an Ethics, Environment and Sustainable Development Committee, consisting of three to five members, at least half of whom will be independent directors. The terms of office of the committee members will be equal to their terms as directors. Nominations made to the Board of Directors of the new group for the selection of the members of each committee will be made by mutual agreement of Gaz de France and Suez prior to the merger; it is specified that two of the first four committees will be chaired by a director who is a member of the Board appointed from the candidates proposed by Suez, and two will be chaired by a director who is a member of the Board appointed from the candidates proposed by Gaz de France. The Board of Directors can decide to form other Board committees.

Operation of the Board Committees The main duties, responsibilities and operating procedures of each committee will be described in the Board of Directors’ internal regulations, the draft of which will be presented to the first Board of Directors’ meeting to be held after the merger. The main terms and conditions of the draft internal regulations, as they will be submitted to the Board of Directors in its new structure after the merger, will be as follows:

Audit Committee The Audit Committee will meet at least four times per year, in particular before each closing of the yearly and half-yearly financial statements: it will establish its meeting timetable. The Audit Committee can, however, meet at the request of its Chairman or of two of its members. The Audit Committee will hear the statutory auditors on a regular basis, namely prior to the publication of the annual and semi-annual financial statements under the conditions set forth thereby. Minutes of committee meetings will be prepared. These minutes will be sent to the Audit Committee members and, on request, to other members of the Board of Directors. The chairman of the Audit Committee or a member of the committee appointed for this purpose will report to the Board of Directors on the committee’s activity.

Duties: The Audit Committee duties will concern: • The financial statements The Audit Committee will: • conduct a prior review and give its opinion on the draft annual and semi-annual financial statements before they are submitted to the Board of Directors; • examine whether the accounting standards and rules used in preparing the individual company and consolidated financial statements are pertinent and permanent, and prevent any potential failure to comply with such rules; • be informed of any change in the scope of consolidation and receive, if applicable, all necessary explanations;

127 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • hear, when it deems it necessary, the statutory auditors, management, financial management, internal audit or any other management representative; these interviews may take place, if necessary, without the presence of management;

• review, before publication, the draft annual and interim financial statements, the activity report and the income statement and all financial statements (including budgeted financial statements) established for significant specific transactions, and important financial press releases, before they are issued;

• monitor the quality of the procedures that ensure compliance with stock exchange regulations;

• be informed annually of the financial strategy and the terms of the principal financial transactions of the Group.

• External control

The Audit Committee will:

• examine the issues related to the appointment, renewal or dismissal of the company’s statutory auditors’ and the amount of the fees established for the performance of the legal audit duties;

• supervise the rules for using statutory auditors for work other than the audit of the financial statements, and, more generally, ensure compliance with the principles that guarantee the independence of the statutory auditors;

• pre-approve any duties entrusted to the statutory auditors outside the audit;

• together with the statutory auditors, examine each year the amount of audit fees paid by the company and its group to the entities of the network to which the statutory auditors belong, their intervention plans, their conclusions and recommendations, and the implementation thereof;

• arbitrate, if necessary, the points of disagreement between the statutory auditors and management that may arise during the work.

• Internal control

The Audit Committee will:

• assess the efficiency and quality of the group’s internal control systems and procedures;

• examine with the internal audit officers the intervention and action plans for internal audits, the conclusions of these interventions and actions, and the recommendations and implementation thereof, if necessary, outside the presence of members of management;

• be informed by general management, or by any other means, of any third party claims or any internal information indicating criticism of the company’s accounting documents or internal control procedures, as well as the procedures implemented for this purpose, and the resolution of such claims or criticisms;

• entrust to internal audit any mission that it deems necessary.

• Risks

The Audit Committee will:

• be informed, on a regular basis, of the group’s financial position, cash position and significant commitments and risks;

• examine the risk control policy and the procedures used for assessing and managing such risks.

Strategy and Investment Committee

The Committee establishes its meeting timetable.

The Chairman of the Board of Directors and the Vice Chairman-President will attend the meetings of the strategy and investment committee unless otherwise decided by the committee.

128 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Duties The Strategy and Investment Committee advises the Board of Directors on the major strategy branches of the company, and in particular regarding: • the various aspects of the strategy plan; • the public service contract. The committee provides its opinion on all external and internal expansion projects, disposals, strategic agreements, alliances or partnership submitted to the Board of Directors. Minutes of meetings of the strategy and investment committee will be drawn up and sent to committee members and, on request, to other members of the Board of Directors. The Chairman of the strategy and investment committee or a member of the committee appointed for this purpose will report to the Board of Directors on the committee’s activity.

Nominations Committee The Chairman of the Board and the Vice-Chairman of the board and President will attend nominations committee meetings, unless the committee decides otherwise. The nominations committee will meet at least once a year, prior to the approval of the agenda for the Annual General Meeting, to examine the proposed resolutions submitted to it concerning the members of the Board. It will meet as needed when called by the Chairman of the Board or by the Chairman of the committee or by half of its members. Minutes of Nominations Committee meetings will be drawn up and sent to members and to other members of the Board. The Chairman or a member of the committee appointed for this purpose will prepare a report of the nominations committee’s opinions and recommendations for discussion by the Board of Directors.

Duties The nominations committee will be instructed by the Board: • to examine any application for a position on the Board that has to be submitted to the Annual General Meeting and to issue an opinion on such applications and/or a recommendation to the Board; • to prepare in a timely manner recommendations for the successor to the Chairman of the Board.

Remuneration Committee The Chairman of the Board and the Vice-Chairman of the board and President will attend the meetings of the remuneration committee, unless the committee decides otherwise. The Remuneration Committee will meet at least twice a year, including one meeting prior to the approval of the agenda for the Annual General Meeting, to examine the proposed resolutions that will be submitted to it concerning members of the board. The committee will meet as needed and will be called by the Chairman of the Board or the Chairman of the remuneration committee or half of its members. Minutes of the Remuneration Committee meetings will be drawn up and sent to the members of the remuneration committee and to other members of the Board. The Chairman or a member of the Remuneration Committee, appointed for this purpose, will present a report of the remuneration committee’s opinions and recommendations for discussion by the Board of Directors.

Duties The Remuneration Committee will receive its duties from the Board of Directors: • to make recommendations to the Board concerning compensation, retirement and insurance benefits, benefits in kind and other financial rights, including, if applicable, stock options for new or existing company shares and free shares granted to the Chairman and the Vice-Chairman of the Board, and to any members of the Board who have signed employment contracts with the company;

129 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • to make recommendations on the compensation for members of the Board of Directors; • to examine at least once a year the conditions under which the convergence of the terms of employment for the employees of Gaz de France and Suez is implemented as well as their competitiveness as compared to comparable worldwide groups.

Ethics, Environment and Sustainable Development Committee The Ethics, Environment and Sustainable Development Committee will meet at least once a year. Minutes of meetings of the ethics, environment and sustainable development committee will be prepared and sent to committee members and to other members of the Board of Directors. The committee chairman or a committee member appointed for this purpose will prepare a report on the committee’s opinions and recommendations for discussion by the board.

Duties The Ethics, Environment and Sustainable Development Committee will ensure respect for the individual and shared values on which the group bases its action and the rules of conduct which each employee must apply. The committee will ensure the implementation of the procedures necessary to: • update existing charters within the group and ensure that they are distributed and applied; • ensure that the foreign subsidiaries apply their own code, taking into account the legal and regulatory framework of the country in which they operate; • provide training activities intended to accompany the distribution of the group charters; • obtain from the group’s various companies the solutions that were found in the cases submitted to their own committees.

Ethics and Compliance

Director’s Charter The internal regulations contain a Directors’ Charter, which, just like the internal regulations, will be addressed to each member of the Board of Directors, representative of a Board member that is a legal entity, Government Commissioner and, more generally, to any person who participates or attends, occasionally or regularly, the Board of Director’s meetings.

Rules of good conduct The rules of good conduct related to management of confidential information and insider information, as well as to operations involving the Company shares and prevention of insider trading acts and omissions will be adopted by the Board of Directors and will apply to all employees and corporate directors and officers.

Agreements in which the directors have an interest The internal regulations will establish the methods for communicating to the Chairman the agreements in which the directors have an interest and informing the Board of Directors of such agreements.

3.6.4 Boards of Directors of major subsidiaries Gaz de France and Suez have agreed that they will strive to achieve a mix between Suez and Gaz de France within the Boards of the large subsidiaries of the group and in the committees of the operating business branches of the Group. In the “regulated” subsidiaries (GRTgaz — GrDF — Fluxys), they will strive to achieve a mix within the limits of independent management rules. In particular, they will propose the appointment of the following persons to the competent corporate bodies: • Yves Colliou as director of Fluxys and of the companies that would result from the implementation of the commitments made to Publigaz, Pax Electrica II and commitments made under the anti-trust regulations. • Jean-Marie Dauger as director of Electrabel and member of the Strategic Committee.

130 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Jean-François Cirelli as non-executive chairman of the Board of Directors of Electrabel, vice-- chairman of the Board of Directors of Suez-Tractebel, vice-chairman of the Board of Directors of SES. • representatives from Suez to the Board of Directors of GRTgaz and GrDF. The governance of Suez Environnement Company is presented in the prospectus prepared by Suez Environnement Company and Suez for the listing of Suez Environnement Company shares for trading on Euronext Paris and Euronext Brussels.

3.6.5 Appointment of a third statutory Auditor The terms of the two current statutory auditors and the two current alternate auditors of Gaz de France were renewed by the Gaz de France General Meeting on May 19, 2008 for a term of six years. The General Meeting of Gaz de France Shareholders ruling on the merger of July 16, 2008, in its ordinary capacity, will be asked to appoint a third statutory auditor and a third alternate auditor, subject to the condition precedent of the completion of the merger as from that date:

Third statutory auditor: Deloitte & Associés, represented by Messrs. Jean-Paul Picard and Pascal Pincemin, 185 avenue Charles de Gaulle, BP 136, 92203 Neuilly-sur-Seine Cedex, France. Third alternate auditor: BEAS, 7-9 Villa Houssay, 92 200 Neuilly sur Seine The terms of these third auditors will be six years and will expire upon the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2013.

131 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 4 Unaudited Pro Forma Financial Information 4.1 Unaudited Pro Forma Financial Information The following unaudited pro forma condensed combined balance sheet (the “Pro Forma Balance Sheet”) at December 31, 2007 is presented in millions of euros and reflects the combination of Gaz de France and Suez using the purchase method of accounting as if the merger between Gaz de France and Suez had taken place on December 31, 2007. The unaudited pro forma condensed combined statement of income (the “Pro Forma Statement of Income”) for the year ended December 31, 2007 is presented in millions of euros and reflects the combination of Gaz de France and Suez using the purchase method of accounting as if the merger between Gaz de France and Suez had taken place on January 1, 2007. The pro forma adjustments are based upon available information and certain assumptions that each of Gaz de France and Suez believe are reasonable, including the assumptions pursuant to the spin-off of 65% of Suez Environnement Company and pursuant to the merger, which state that: • each outstanding ordinary share of Suez or ADS (American Depository Shares) at the effective time of the merger will be converted into the right to receive approximately 0.95451 (rounded to the fourth decimal place) share of Gaz de France common stock (i.e., 22 shares of Suez common stock will be converted into 21 shares of Gaz de France common stock); • each outstanding Suez stock option and other stock-based award vested or unvested at the effective time of the merger will be converted, once exercised, into the right to receive approximately 0.9545 (rounded to the fourth decimal place) share of Gaz de France common stock. The unaudited pro forma combined financial information (the “Pro Forma Financial Information”) under IFRS is provided solely for illustrative purposes and, therefore, is not necessarily indicative of the combined result of operations or financial position of the combined entity that might have been achieved if the merger had occurred as of January 1, 2007 and December 31, 2007, respectively. They are not necessarily indicative of the result of operations or financial position of the combined entity that may, or may not be expected to occur in the future. No account has been taken in this Pro Forma Financial Information of any synergies or efficiencies that may be expected to occur after the merger nor does it reflect any special items such as payments pursuant to change-of-control provisions or restructuring and integration costs that may be incurred as a result of the merger (refer to Section 2.1 “Economic Aspects of the Merger”). In addition, the financial effects of the divestitures required by the European Commission based on the suggestions of Suez and Gaz de France or in connection with the Pax Electrica II agreement (described in paragraph 2.2.9(c) “Specific commitments made to the Belgian authorities (Pax Electrica II)”) cannot be determined for the purpose of this Pro Forma Financial Information as the combined Group expects, in priority, to simultaneously acquire other energy assets in order to strengthen its position in the European markets. These acquisitions are expected to offset most of the financial impact of the divestitures. A firm agreement has notably been concluded with ENI on May 29, 2008. Nevertheless, as the transaction is subject to the realization of certain conditions, the financial impact will only be determinable at that time. Furthermore, the gross effect of these divestitures would not be material, individually or in the aggregate, to the Pro Forma Financial Information. Those divestitures are therefore not reflected in the Pro Forma Financial Information. The following Pro Forma Financial Information was derived from and should be read in conjunction with the respective audited consolidated financial statements of Suez and Gaz de France as of and for the year ended December 31, 2007 prepared in accordance with IFRS. The merger has been accounted for as a reverse acquisition. In addition Suez Environnement Company remains fully consolidated (refer to Note 1 “Description of transaction and basis of presentation”) following the 65% spin-off effected through the distribution to Suez’ shareholders. For the purpose of the Pro Forma Financial Information, the purchase price has been measured based on the number of shares outstanding and the closing price of the Suez shares to be exchanged on the date at which the merger agreement was approved by the board of directors of each group (i.e. June 4, 2008) — including the effects pursuant to the spin-off of 65% of Suez Environnement Company before the merger. The purchase price allocation to the Gaz de France’s identifiable assets and liabilities has been made based upon preliminary estimates of their respective fair values as of December 31, 2007 (i.e. the date at which the merger has been considered for the purpose of the Pro Forma Balance Sheet). The determination of the

1 21 0.9545 is the fraction ⁄22 rounded to the fourth decimal place.

132 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 purchase price and its allocation will be finalized based upon the number of shares outstanding and the Suez’ closing share price at the effective date of the merger and additional valuations and studies that will be performed thereafter. Accordingly, the measurement of the purchase price and its allocation, and resulting pro forma adjustments have been made solely for the purpose of preparing the Pro Forma Financial Information. As a consequence, they are preliminary and subject to revision based on the Suez’ closing share price at the effective date of the merger and the final determination of the fair values at that time. The other pro forma adjustments and reclassifications are also preliminary.

133 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 GAZ DE FRANCE AND SUEZ PRO FORMA BALANCE SHEET AS OF DECEMBER 31, 2007

Historical Gaz de Historical Suez France as as presented in presented in pro pro forma forma Pro forma Combined pro (see Note 2a) (see Note 2a) adjustments forma (in millions of euros) (unaudited) (unaudited) (unaudited) (unaudited) ASSETS NON-CURRENT ASSETS Goodwill ...... 14,903 1,755 15,375 32,033 Concession intangible assets ...... 1,796 5,612 6,300 13,708 Other intangible assets, net ...... 1,702 883 2,300 4,885 Property, plant and equipment, net ...... 22,597 17,705 5,300 45,602 Derivative instruments ...... 1,140 73 — 1,213 Non-current financial assets ...... 6,228 1,447 (767) 6,908 Investments in associates ...... 1,214 814 400 2,428 Deferred tax assets ...... 1,085 79 — 1,164 Other non-current assets...... 730 658 — 1,388 Investments of financial affiliates ...... — 165 — 165 TOTAL NON-CURRENT ASSETS ...... 51,395 29,191 28,908 109,494 CURRENT ASSETS ...... Inventories ...... 1,572 1,790 — 3,362 Trade and other receivables ...... 11,869 7,730 (136) 19,463 Derivative instruments ...... 3,363 2,639 (156) 5,846 Current financial assets ...... 1,651 238 — 1,889 Other current assets ...... 2,557 1,086 (40) 3,603 Cash and cash equivalents ...... 6,720 2,973 (63) 9,630 Assets of financial affiliates ...... — 531 — 531 TOTAL CURRENT ASSETS ...... 27,732 16,987 (395) 44,324 TOTAL ASSETS ...... 79,127 46,178 28,513 153,818

EQUITY AND LIABILITIES EQUITY Shareholders’ equity attributable to the equity holders of the parent ...... 22,193 17,953 21,219 61,365 Minority interests ...... 2,668 548 2,386 5,602 TOTAL EQUITY ...... 24,861 18,501 23,605 66,967 NON CURRENT LIABILITIES ...... Provisions ...... 8,448 7,206 — 15,654 Deferred tax liability ...... 1,644 2,634 5,200 9,478 Long-term borrowings ...... 14,526 4,590 — 19,116 Derivative instruments ...... 801 11 — 812 Other financial liabilities ...... 778 — — 778 Other non-current liabilities ...... 1,004 161 — 1,165 Liabilities of financial affiliates ...... — 126 — 126 TOTAL NON-CURRENT LIABILITIES.... 27,201 14,728 5,200 47,129 CURRENT LIABILITIES ...... Provisions ...... 1,107 159 — 1,266 Short-term borrowings ...... 7,130 1,355 — 8,485 Derivative instruments ...... 3,202 2,529 (156) 5,575 Trade and other payables ...... 10,038 3,696 (136) 13,598 Other current liabilities ...... 5,588 4,632 — 10,220 Liabilities of financial affiliates ...... — 578 — 578 TOTAL CURRENT LIABILITIES ...... 27,065 12,949 (292) 39,722 TOTAL EQUITY AND LIABILITIES...... 79,127 46,178 28,513 153,818

134 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 SCHEDULE OF PRO FORMA ADJUSTMENTS TO THE PRO FORMA BALANCE SHEET AS OF DECEMBER 31, 2007

Purchase price Pro forma computation and adjustments Other adjustments allocation (In millions of euros) (unaudited) (see Note 2c) Note 2c (see Note 2d) Note 2d ASSETS NON-CURRENT ASSETS Goodwill ...... 15,375 — 15,375 (1), (2) Concession intangible assets ...... 6,300 — 6,300 (2) Other intangible assets, net ...... 2,300 — 2,300 (2) Property, plant and equipment, net .... 5,300 — 5,300 (2) Derivative instruments ...... — — — Non-current financial assets ...... (767) (767) (2) — Investments in associates ...... 400 — 400 (2) Deferred tax assets ...... — — — Other non-current assets...... — — — Investments of financial affiliates ..... — — — TOTAL NON-CURRENT ASSETS .. 28,908 (767) 29,675 CURRENT ASSETS Inventories ...... — — — Trade and other receivables ...... (136) (136) (1) — Derivative instruments ...... (156) (156) (1) — Current financial assets ...... — — — Other current assets ...... (40) — (40) (1), (2) Cash and cash equivalents ...... (63) — (63) (1), (2) Assets of financial affiliates ...... — — — TOTAL CURRENT ASSETS ...... (395) (292) (103) TOTAL ASSETS ...... 28,513 (1,059) 29,572 EQUITY AND LIABILITIES EQUITY Shareholders’ equity attributable to the equity holders of the parent ...... 21,219 (3,124) (2), (3) 24,343 (2) Minority interests ...... 2,386 2,357 (3) 29 (2) TOTAL EQUITY ...... 23,605 (767) 24,372 NON CURRENT LIABILITIES Provisions ...... — — — Deferred tax liability ...... 5,200 — 5,200 (2) Long-term borrowings ...... — — — Derivative instruments ...... — — — Other financial liabilities ...... — — — Other non-current liabilities ...... — — — Liabilities of financial affiliates ...... — — — TOTAL NON-CURRENT LIABILITIES...... 5,200 — 5,200 CURRENT LIABILITIES Provisions ...... — — — Short-term borrowings ...... — — — Derivative instruments ...... (156) (156) (1) — Trade and other payables ...... (136) (136) (1) — Other current liabilities ...... — — — Liabilities of financial affiliates ...... — — — TOTAL CURRENT LIABILITIES .. (292) (292) — TOTAL EQUITY AND LIABILITIES...... 28,513 (1,059) 29,572

135 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 GAZ DE FRANCE AND SUEZ PRO FORMA STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2007 Historical Gaz de Historical Suez as France as presented in pro presented in forma pro forma Pro forma Combined (see Note 2a) (see Note 2a) adjustments pro forma (unaudited) (unaudited) (unaudited) (unaudited) (in millions of euros) Revenues...... 47,475 27,427 (650) 74,252 Purchases ...... (21,289) (14,753) 645 (35,397) Personnel costs ...... (8,141) (2,626) — (10,767) Depreciation, amortization and provisions..... (1,913) (1,534) (750) (4,197) Other operating income/(loss)...... (10,956) (4,601) 5 (15,552) Current operating income* ...... 5,176 3,913 (750) 8,339 Mark-to-market on commodity contracts other than trading instruments ...... 68 (87) — (19) Impairment ...... (132) (14) — (146) Restructuring costs...... (43) (2) — (45) Disposal of assets, net ...... 339 64 — 403 Income from operating activities ...... 5,408 3,874 (750) 8,532 Net finance costs ...... (673) (170) 46 (797) Other financial income/(loss) ...... (49) (140) (21) (210) Income tax expense ...... (528) (1,153) 272 (1,409) Share in net income of associates ...... 458 99 (30) 527 Consolidated net income ...... 4,616 2,510 (483) 6,643 Attributable to: Equity holders of the parent ...... 3,923 2,472 (829) 5,566 Minority interests...... 693 38 346 1,077

Combined Historical Gaz pro forma Historical Suez de France Note (unaudited) Weighted average number shares outstanding (in millions) — basic ...... 1,270 983 2e 2,177 — diluted ...... 1,289 983 2e 2,196 Net income attributable to the equity holders of the parent per share (in euro) — basic earning per share ...... 3.09 2.51 2.56 — diluted earning per share...... 3.04 2.51 2.53

* Current operating income is defined as the Income from operating activities before “Mark-to-Market” on commodity contracts other than trading instruments, impairment restructuring costs and disposal of assets, net.

136 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 SCHEDULE OF PRO FORMA ADJUSTMENTS TO THE PRO FORMA STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2007 Homogenization Purchase price Pro forma of accounting Other computation and adjustments policies applied adjustments allocation (in millions of euros) (unaudited) (see Note 2b) Note 2b (see Note 2c) Note 2c (see Note 2d) Note 2d (in millions of E) Revenues ...... (650) — (650) (1) — Purchases ...... 645 — 645 (1) — Personnel costs...... — — — — Depreciation, amortization and provisions ...... (750) — — (750) (3) Other operating income / (loss) ...... 5 — 5 (1) — Current operating income* ...... (750) ——(750)

Mark-to-market on commodity contracts other than trading instruments ...... — — — — Impairment...... — — — — Restructuring costs ...... — — — — Disposal of assets, net . . . — — — — Income from operating activities ...... (750) ——(750) Net finance costs ...... 46 46 (1) —— Other financial income /(loss) ...... (21) — (21) (2) — Income tax expense ..... 272 (15) (1) — 287 (3) Share in net income of associates ...... (30) — — (30) (3) Consolidated net income ...... (483) 31 (21) (493) Attributable to: Equity holders of the parent ...... (829) 30 (1) (369) (2), (3) (490) (3) Minority interests ...... 346 1 (1) 348 (3) (3) (3)

* Current operating income is defined as the Income from operating activities before “Mark-to-Market” on commodity contracts other than trading instruments, impairment of property, plant & equipment, intangible assets, restructuring costs and asset disposals

137 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

Note 1 — Description of transaction and basis of presentation

Description of transaction

The merger and the spin-off of 65% of Suez Environnement Company to Suez’ shareholders are described in the Section 2.1 “Economic Aspects of the Merger” contained elsewhere in this registration statement.

Basis of presentation

Regulatory framework; Pro Forma Financial Information reflecting the effects of the business combination is presented in accordance with Instruction 2005-11 of December 13, 2005, Appendix II, of the Autorité des Marchés Financiers indicating that in the event of a change in scope in excess of 25%, pro forma information must be presented.

The Pro Forma Financial Information was prepared in accordance with the provisions of Appendix II “pro forma financial disclosure module” of EC Regulation No. 809/2004 and in accordance with the recommendations issued by the Committee of European Securities Regulators (CESR) in February 2005 regarding the preparation of pro forma financial information addressed in EC Regulation No. 809/2004 on prospectuses.

Assumptions; Pro forma adjustments related to the Pro Forma Statement of Income are computed assuming the merger was completed on the first day of the fiscal year presented (that is, January 1, 2007).

Pro forma adjustments related to the Pro Forma Balance Sheet are computed assuming the merger was completed on December 31, 2007.

The Pro Forma Financial Information is provided solely for illustrative purposes and, therefore, is not necessarily indicative of the combined result of operations or financial position of the combined entity that might have been achieved if the merger had occurred as of January 1, 2007 and December 31, 2007, respectively. They are not necessarily indicative of the result of operations or financial position of the combined entity that may, or may not be expected to occur in the future.

All pro forma adjustments are directly attributable to the merger. With respect to pro forma adjustments related to the Pro Forma Statement of Income, only adjustments that are expected to have a continuing effect on the combined Group’s financial statements are taken into account. For instance, the Pro Forma Financial Information does not reflect any restructuring expenses that may be incurred in connection with the merger.

Only adjustments that are factually supportable and that can be estimated reliably are taken into account. For instance, the Pro Forma Financial Information does not reflect any cost savings potentially realizable from the elimination of some expenses or from synergies. The Pro Forma Financial Information does not reflect any special items such as payments pursuant to contractual change-of-control provisions or restructuring and integration costs that may be incurred as a result of the merger.

1/ Tax matters; Tax effects of pro forma adjustments have been calculated at the statutory rate in effect during the period for which Pro Forma Statement of Income is presented unless otherwise noted herein. Following the effective realization date of the merger, it is expected that, subject to French tax administration ruling for which an agreement in principle has been obtained, the combined Group may recognize an additional deferred tax asset in its balance sheet relating to tax loss carry forward and deductible temporary differences of the Suez S.A. tax consolidation group that were not fully recognized in the Suez balance sheet as of December 31, 2007. This credit would be recorded in the statement of income of the combined Group when the recognition criteria are met (a favorable ruling from the French tax administration, among other things). That credit has not been reflected in the accompanying Pro Forma Financial Information. Please note that, the deferred tax asset relating to tax loss carry forwards of the Suez S.A. tax consolidation group, recorded by Suez in its 2007 consolidated financial statements, was in the amount of A 500 million.

2/ Competition and anti-trust measures; Certain measures will be taken by the combined Group following the completion of the merger as a result of the undertakings made to the European Commission and the Pax Electrica II agreement.

138 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Divestitures and other commitments to the European Commission; On November 14, 2006, the European Commission has authorized the merger between Gaz de France and Suez pursuant to the relevant European merger regulations considering the following commitments made by Gaz de France and Suez:

Divestitures • Sale of the 25.5% equity interest held by Gaz de France in the share capital of SPE (electricity producer in Belgium); • Sale of the heating network businesses operated by Gaz de France through Cofathec; • Sale of the equity interest held by Suez in the share capital of Distrigas. However, the combined Group will still have a volume up to 70 TWh supplied by long-term contracts held by Distrigas to cover part of Electrabel’s gas supply requirements for supplying its power stations and customers; • Restructuring of Suez’ 57.25% equity interest in Fluxys in Belgium as follows: • Fluxys S.A. will hold the capacity rights and will be responsible for the management of all regulated infrastructures in Belgium (transport, transit, storage, Zeebrugge’s LNG terminal); the combined Group will hold a 45% (maximum) equity interest in the share capital of Fluxys S.A. and will no longer control Fluxys S.A.; management independence will be guaranteed by additional conditions of governance; and • Fluxys International will own Zeebrugge’s LNG terminal, Huberator and various other assets located outside Belgium (e.g.: BBL); the combined Group will hold a 60% (maximum) equity interest in the share capital of Fluxys International.

Other commitments • Transfer of Distrigas & Co (which commercializes transit capacity) to Fluxys; • Transfer of Gaz de France’s 25% equity interest in Segeo (owner of the gas pipeline running through Belgium and connecting the Dutch and French borders) to Fluxys S.A.; • In Belgium, creation of a single entry point in Zeebrugge including the hub, the LNG terminal, Interconnector’s exit point (IZT) and Zeepipe’s exit point (ZPT); the combined Group will consult the market on extending the LNG terminal in Zeebrugge and extending transit capacities. The commitments also relate to new storage facilities as well as increased transparency; • In France, organization of an ’open season’ procedure for the commercialization of capacities on new underground storage sites and of new capacities on Montoir’s existing LNG terminal (unloading and regasification capacities for the Montoir de Bretagne terminal will be increased to 12 billion cubic meters in the medium term, and then to 16 billion cubic meters). The combined Group will provide for the legal unbundling of the management of LNG terminals’ activities and will improve governing access to storage infrastructure and LNG terminals. The corrective mechanisms used by GRTgaz in its transportation network would also be improved. The combined Group expects, in priority, to implement the required dispositions by means of simultaneously acquiring other energy assets in order to strengthen its position in European markets. Pax Electrica II agreement; When the merger project between Suez and Gaz de France was announced and presented to the Belgian government on March 9, 2006, the latter expressed its favorable opinion on the project. It reaffirmed its commitment to improve the functioning of the Belgian power generation market. With regard to this, the Belgian government expressed the will to see additional measures added to the agreement made in autumn 2005 (the “Pax Electrica I” agreement). The government aims to increase the number of competitors, so as to have at least one other power producer in addition to Suez and SPE. With regard to this, Suez and Electrabel, made the following undertakings, in the perspective of the merger between Suez and Gaz de France: • Suez agreed to conclude an agreement with SPE to increase the share of SPE in the nuclear power output in Belgium; Suez also agreed to enter into a long-term sales contracts with SPE for 285 MW; • Suez will continue to examine the possibility to participate to the restructuring of the European energy market;

139 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • Suez agreed not to increase power prices to Belgian residential customers, other than in exceptional circumstances, for the period needed for the realization of the above measures;

The measures referred to above could result simultaneously in the acquisition and disposal of assets and/or public auctions. The related effects on the financial position of the combined Group cannot therefore currently be determined. Whenever possible, both Gaz de France’s and Suez’ intent is to simultaneously acquire other energy assets. These acquisitions are expected to offset most of the financial impact of the divestitures. A firm agreement has notably been concluded with ENI on May 29, 2008. Nevertheless, as the transaction is subject to the realization of certain conditions, the financial impact will only be determinable at that time. As a result, the effects of the divestitures required by the European Commission based on the suggestions of Suez and Gaz de France or in connection with the Pax Electrica II agreement cannot be determined for the purpose of this Pro Forma Financial Information. Furthermore, the gross effect of these divestitures would not be material, individually or in the aggregate, to the Pro Forma Financial Information. Those divestitures are therefore, not reflected in the Pro Forma Financial Information.

3/ Reverse acquisition; For accounting purposes the merger has been treated as the acquisition of Gaz de France by Suez even if, legally, Gaz de France is the acquirer and will be the entity that will issue shares to Suez’ shareholders. IFRS requires that all factors associated with the merger be considered when determining which entity is the acquirer for accounting purposes. The analysis of the criteria outlined within IFRS 3 “Business Combinations” indicates that Suez is the accounting acquirer of Gaz de France.

As a result, the cost of the business combination is deemed to have been incurred by the legal acquiree (i.e. Suez, the acquirer for accounting purposes) in the form of equity instruments issued to the shareholders of the legal acquirer (i.e., Gaz de France, the acquiree for accounting purposes). The historical financial statements of the combined Group prior to the acquisition will be those of Suez, the accounting acquirer.

4/ Suez Environnement Company; Following the spin-off of 65% of Suez Environnement Company to Suez’ shareholders, which will take place immediately prior to the merger, the combined Group will hold a 35% ownership interest in Suez Environnement Company. A shareholders’ agreement between the combined Group and the current main Suez shareholders, who collectively will own about 47%24 of the outstanding shares of Suez Environnement Company, has been negotiated and will result in the combined Group having de facto control over Suez Environnement Company.

As a consequence, the combined Group will fully consolidate Suez Environnement Company, using the historical carrying values as if the spin-off had occurred as of January 1, 2007 for purpose of preparing the Pro Forma Statement of Income and as if the transaction occurred as of December 31, 2007 for the Pro Forma Balance Sheet. The possible tax effect of the spin-off has not been taken into account. The pro forma adjustments related to the spin-off are presented in Note 2c (3).

5/ Reclassifications and homogenization of accounting policies; There are certain differences in the way Gaz de France and Suez present items on their respective balance sheets and statements of income. As a result, certain items have been reclassified in the Pro Forma Statement of Income and Balance Sheet to conform to the preliminary combined Group presentation (see Note 2a).

Gaz de France and Suez expect that there could be additional reclassifications following the completion of the merger to conform to the final financial statements presentation that will be adopted by the combined Group.

Pro forma adjustments have also been made to harmonize the accounting policies used for similar transactions.

6/ Intercompany transactions; Upon completion of the merger, any transactions that occurred between Gaz de France and Suez will be considered intercompany transactions. Balance sheet positions, purchases and sales of energy and reciprocal services between the entities of the combined Group have been eliminated on the Pro Forma Balance Sheet and Statement of Income (see Note 2c).

24 Based on Suez’s shareholdings as of April 30, 2008.

140 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Note 2 — Description of the pro forma adjustments Note 2a — Reclassifications In the free translation into English of this prospectus which is provided solely for the convenience of English speaking readers, certain line item reclassifications were no longer necessary when the English translation of those line items were identical. (1) Gaz de France

GAZ DE FRANCE CONDENSED BALANCE SHEET UNDER THE COMBINED GROUP PRESENTATION AS OF DECEMBER 31, 2007

Historical Gaz de Gaz de France as France as presented in published at pro forma December 31, 2007 Reclassifications Note 2a (unaudited) (in millions of euros) ASSETS NON-CURRENT ASSETS Goodwill ...... 1,755 — 1,755 Concession intangible assets ...... 5,612 — 5,612 Other intangible assets, net ...... 883 — 883 Tangible assets...... 17,705 (17,705) (1) — Property, plant and equipment, net ...... — 17,705 (1) 17,705 Derivative instruments ...... 73 — 73 Non-current financial assets ...... 1,447 — 1,447 Investments in associates ...... 814 — 814 Deferred tax assets ...... 79 — 79 Other non-current assets ...... 658 — 658 Investments of financial affiliates ...... 165 — 165 TOTAL NON-CURRENT ASSETS ...... 29,191 — 29,191 CURRENT ASSETS Inventories and work in progress ...... 1,790 (1,790) (2) — Inventories ...... — 1,790 (2) 1,790 Trade and related receivables ...... 7,730 — 7,730 Income tax receivables ...... 233 (233) (3) — Other receivables ...... 853 (853) (3) — Derivative instruments ...... 2,639 — 2,639 Current financial assets...... — 238 (4) 238 Other current assets ...... — 1,086 (3) 1,086 Short term securities ...... 238 (238) (4) — Cash and cash equivalents ...... 2,973 — 2,973 Assets of financial affiliates ...... 531 — 531 TOTAL CURRENT ASSETS ...... 16,987 — 16,987 TOTAL ASSETS ...... 46,178 — 46,178 EQUITY AND LIABILITIES EQUITY Share capital ...... 984 (984) — Additional paid-in capital ...... 1,789 (1,789) — Consolidated Reserves and net income ...... 14,923 (14,923) — Translation adjustments ...... 257 (257) — Total shareholders equity — Group Share . . . . . 17,953 (17,953) (5) — Shareholders’ equity attributable to the equity holders of the parent ...... — 17,953 (5) 17,953 Minority interest ...... 548 — 548 TOTAL SHAREHOLDERS EQUITY...... 18,501 (18,501) (5) — TOTAL EQUITY ...... — 18,501 (5) 18,501 NON CURRENT LIABILITIES...... Provisions for employee benefits ...... 1,118 (1,118) (6) — Provisions ...... 6,088 1,118 (6) 7,206 Deferred tax liabilities ...... 2,634 — 2,634 Irredeemable securities ...... 624 (624) (7) — Financial debt ...... 3,966 (3,966) (7) — Long-term borrowings ...... — 4,590 (7) 4,590 Derivative instruments ...... 11 — 11 Other non-current liabilities ...... 161 — 161 Liabilities of financial affiliates ...... 126 — 126 TOTAL NON-CURRENT LIABILITIES .... 14,728 — 14,728 CURRENT LIABILITIES ...... Provisions ...... 159 — 159 Social liabilities ...... 546 (546) (8) — Financial debt ...... 1,355 (1,355) (9) —

141 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Historical Gaz de Gaz de France as France as presented in published at pro forma December 31, 2007 Reclassifications Note 2a (unaudited) (in millions of euros) Short-term borrowings ...... — 1,355 (9) 1,355 Derivative instruments ...... 2,529 — 2,529 Trade accounts and related payables ...... 3,696 — 3,696 Income tax payables...... 529 (529) (8) — Other tax liabilities ...... 852 (852) (8) — Other liabilities ...... 2,705 (2,705) (8) — Other current liabilities...... — 4,632 (8) 4,632 Liabilities of financial affiliates ...... 578 — 578 TOTAL CURRENT LIABILITIES ...... 12,949 — 12,949 TOTAL EQUITY AND LIABILITIES ...... 46,178 — 46,178

142 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 GAZ DE FRANCE CONDENSED STATEMENT OF INCOME UNDER THE COMBINED GROUP PRESENTATION FOR THE YEAR ENDED DECEMBER 31, 2007 Historical Gaz Gaz de France as de France as published at presented December 31, in pro forma 2007 Reclassifications Note 2a (unaudited) (in millions of euros) Revenues...... 27,427 — 27,427 Purchases and other external charges . .... (19,131) 19,131 (10) — Purchases ...... — (14,753) (10) (14,753) Personnel costs ...... (2,628) 2 (11) (2,626) Other operating income ...... 530 (530) (12),(14),(17),(18) — Other operating expenses ...... (792) 792 (13),(14),(17),(18) — Amortization, depreciation and provisions ...... (1,532) 1,532 (14),(15) — Depreciation, amortization and provisions. . — (1,534) (14),(15) (1,534) Other operating income/(loss) ...... — (4,601) (10),(12),(13) (4,601) Operating income ...... 3,874 39 (16) — Current operating income* ...... — — (16) 3,913 Mark-to-market on commodity contracts other than trading instruments ...... — (87) (17) (87) Impairment ...... — (14) (15) (14) Restructuring costs ...... — (2) (11) (2) Disposal of assets, net ...... — 64 (18) 64 Income from operating activities ...... 3,874 — 3,874 Net finance costs ...... (170) — (170) Other financial income...... 467 (467) (19) — Other financial expenses ...... (607) 607 (19) — Other financial income/(loss) ...... — (140) (19) (140) Share in income of associates...... 99 (99) (20) — Income tax expense ...... — (1,153) (22) (1,153) Share in net income of associates ...... — 99 (20) 99 Income before tax ...... 3,663 (1,153) (21) — Corporate income tax...... (1,153) 1,153 (22) — Consolidated net income ...... 2,510 — 2,510 Attributable to: Equity holders of the parent ...... 2,472 — 2,472 Minority interests ...... 38 — 38

143 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Reclassifications of specific line-items in the condensed balance sheet and statement of income of Gaz de France Certain items included on Gaz de France’s historical balance sheet as of December 31, 2007, have been reclassified in the Pro Forma Balance Sheet to conform to the combined Group presentation for pro forma purposes. (1) The “Tangible assets” line-item has been reclassified to the “Property, plant and equipment, net” line- item. (2) The “Inventories and work in progress” line-item has been reclassified to the “Inventories” line-item. (3) The “Income tax receivables” and “Other receivables” line-items have been reclassified to the “Other current assets” line-item. (4) The “Short term securities” line-item has been reclassified to the “Current financial assets” line-item. (5) The “Total shareholders equity — Group Share” line-item has been reclassified to the “Shareholders’ equity attributable to the equity holders of the parent” line-item and the “Total shareholders equity” line-item has been reclassified to the “Total Equity” line-item. (6) The “Provisions for employee benefits” line-item has been reclassified to the “Provisions” line-item. (7) The “Irredeemable securities” and the “Financial debt” line-items have been reclassified to the “Long-term borrowings” line-item. (8) The “Social liabilities”, the “Income tax payables”, the “Other tax liabilities” and the “Other liabilities” line-items have been reclassified to the “Other current liabilities” line-item. (9) The “Financial debt” line-item has been reclassified to the “Short-term borrowings” line-item. Certain items included on Gaz de France’s historical statement of income for the year ended December 31, 2007, have been reclassified in the Pro Forma Statement of Income to conform to the combined Group presentation for pro forma purposes. (10) The “Purchases and other external charges” line-item has been reclassified to the “Purchases” line- item, except for the Other purchases and expenses and the Capitalized expenses which were included in the “Other operating income/ (loss)” line-item, with a balance of A4,378 million for the year ended December 31, 2007. (11) The A2 million restructuring costs included in the “Personnel costs” line-item for year ended December 31, 2007 has been reclassified in “Restructuring costs” line-item. (12) The “Other operating income” line-item has been reclassified to the “Other operating income/ (loss)” line-item (See (14), (17) and (18)). (13) The “Other operating expenses” line-item has been reclassified to the “Other operating income/ (loss)” line-item (See (14), (17) and (18)). (14) The “Amortization, depreciation and provisions” line-item has been reclassified to the “Depreciation, amortization and provisions” line-item, except for the impairment amount. The Reversals of allowances against current assets and the Allowances against current assets, which, according to their nature were included in “Other operating income” or “Other operating expenses” line-item, with a balance of A(16) million for the year ended December 31, 2007, have been reclassified to the “Depreciation, amortization and provisions” line-item. (15) The A(14) million impairment loss comprised in the “Amortization, depreciation and provisions” line- item for year ended December 31, 2007 has been reclassified to the “Impairment” line-item. (16) The “Operating income” line-item has been reclassified to the “current operating income”. (17) The Unrealized gains and losses over derivative instruments line-item, included, according to their nature, in “Other operating income” or “Other operating expenses” line-item, with respective balances of A(87) million for the year ended December 31, 2007, have been reclassified to the “Mark-to-market on commodity contracts other than trading instruments” line-item. (18) The Net income/(losses) on disposal of tangible and intangible assets, which, according to their nature were included in “Other operating income” or “Other operating expenses” line-item, with a balance of A70 million for the year ended December 31, 2007, have been reclassified to the “Disposal

144 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 of assets, net” line-item. The Net income on disposals of financial assets (subsidiaries), which, according to their nature were included in “Other operating income” or “Other operating expenses” line-item, with a balance of A(6) million for the year ended December 31, 2007, have been reclassified to the “Disposal of assets, net” line-item. (19) The “Other financial income” and “Other financial expenses” line-items have been reclassified to the “Other financial income/ (loss)” line-item. (20) The “Share in income of associates” line-item has been reclassified to the “Share in net income of associates” line-item. (21) The “Income before tax” line-item has not been disclosed in the combined Group presentation. (22) The “Corporate income tax” line-item has been reclassified to the “Income tax expense”. (2) Suez

SUEZ CONDENSED BALANCE SHEET UNDER THE COMBINED GROUP PRESENTATION AS OF DECEMBER 31, 2007 Historical Suez as Suez as published at Note presented in pro forma December 31, 2007 Reclassifications 2a (unaudited) (in millions of euros) ASSETS NON-CURRENT ASSETS Goodwill ...... 14,903 — 14,903 Intangible assets, net ...... 3,498 (3,498) (23) — Concession intangible assets ...... — 1,796 (23) 1,796 Other intangible assets, net ...... — 1,702 (23) 1,702 Property, plant and equipment, net ...... 22,597 — 22,597 Derivative instruments ...... 1,140 — 1,140 Available for sale securities ...... 4,121 (4,121) (24) — Loan and receivables carried at amortized cost ...... 2,107 (2,107) (24) — Non-current financial assets ...... — 6,228 (24) 6,228 Investments in associates ...... 1,214 — 1,214 Deferred tax assets ...... 1,085 — 1,085 Other non-current assets ...... 730 — 730 TOTAL NON-CURRENT ASSETS ...... 51,395 — 51,395 CURRENT ASSETS Inventories ...... 1,572 — 1,572 Trade and other receivables ...... 11,869 — 11,869 Derivative instruments ...... 3,363 — 3,363 Loans and receivables carried at amortized cost ...... 331 (331) (25) — Current financial assets...... — 1,651 (25) 1,651 Other current assets ...... 2,557 — 2,557 Financial assets measured at fair value through income ...... 1,320 (1,320) (25) — Cash and cash equivalents ...... 6,720 — 6,720 TOTAL CURRENT ASSETS ...... 27,732 — 27,732 TOTAL ASSETS ...... 79,127 — 79,127

145 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Historical Suez as Suez as published at Note presented in pro forma December 31, 2007 Reclassifications 2a (unaudited) (in millions of euros) EQUITY AND LIABILITIES EQUITY Shareholders’ equity...... 22,193 (22,193) (26) — Shareholders’ equity attributable to the equity holders of the parent ...... — 22,193 (26) 22,193 Minority interest ...... 2,668 — 2,668 TOTAL EQUITY ...... 24,861 — 24,861 NON-CURRENT LIABILITIES Provisions ...... 8,448 — 8,448 Deferred tax liabilities ...... 1,644 — 1,644 Long-term borrowings ...... 14,526 — 14,526 Derivative instruments ...... 801 — 801 Other financial liabilities ...... 778 — 778 Other non-current liabilities ...... 1,004 — 1,004 TOTAL NON-CURRENT LIABILITIES ... 27,201 — 27,201 CURRENT LIABILITIES Provisions ...... 1,107 — 1,107 Short-term borrowings ...... 7,130 — 7,130 Derivative instruments ...... 3,202 — 3,202 Trade and other payables ...... 10,038 — 10,038 Other current liabilities...... 5,588 — 5,588 TOTAL CURRENT LIABILITIES ...... 27,065 — 27,065 TOTAL EQUITY AND LIABILITIES ..... 79,127 — 79,127

146 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 SUEZ CONDENSED STATEMENT OF INCOME UNDER THE COMBINED GROUP PRESENTATION FOR THE YEAR ENDED DECEMBER 31, 2007 Historical Suez as presented Suez as published at in pro forma December 31, 2007 Reclassifications Note 2a (unaudited) (In millions of euros) Revenues ...... 47,475 — 47,475 Purchases ...... (21,289) — (21,289) Personnel costs ...... (8,141) — (8,141) Depreciation, amortization and provisions ...... (1,913) — (1,913) Other operating income/ (loss) ...... (10,956) — (10,956) Current operating income* ...... 5,176 — 5,176 Mark-to-market on commodity contracts other than trading instruments ...... 68 — 68 Impairment...... (132) — (132) Restructuring costs ...... (43) — (43) Disposal of assets, net...... 339 — 339 Income from operating activities ...... 5,408 — 5,408 Finance loss ...... (722) 722 (27) — Net finance cost ...... — (673) (27) (673) Other financial income/ (loss) ...... — (49) (27) (49) Income tax expense ...... (528) — (528) Share in net income of associates ...... 458 — 458 Consolidated net income ...... 4,616 — 4,616 Attributable to: ...... Equity holders of the parent ...... 3,923 — 3,923 Minority interests ...... 693 — 693

147 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Reclassifications of specific line-items in the condensed balance sheet and statement of income of Suez Certain items included on Suez’ historical balance sheet as of December 31, 2007, have been reclassified in the Pro Forma Balance Sheet to conform to the combined Group presentation for pro forma purposes. (23) The “Intangible assets, net” line-item has been reclassified to the “Concession intangible assets” and “Other intangible assets, net” line-items. (24) The “Available for sale securities” and “Loan and receivables carried at amortized cost” line-items have been reclassified to the “Non-current financial assets” line-item. (25) The “Financial assets measured at fair value through income” and “Loan and receivables carried at amortized cost” line-items have been reclassified to the “Current financial assets” line-item. (26) The “Shareholder’s equity” line-item has been reclassified to the “Shareholder’s equity attributable to the equity holders of the parent” line-item. Certain items included on Suez’ historical statement of income for the year ended December 31, 2007, have been reclassified in the Pro Forma Statement of Income to conform to the combined Group presentation for pro forma purposes. (27) The “Finance loss” line-item has been reclassified between “Net finance cost” and “Other financial income/(loss)” line-items. The Group will continue its review of the consistency of classifications of the combining entities upon consummation of the merger. Accordingly, additional reclassifications may be necessary upon completion of this process.

Note 2b — Homogenization of accounting policies The following adjustment has been made in order to align Suez and Gaz de France accounting policies as detailed below: (1) Capitalized borrowing costs In accordance with the alternative accounting treatment provided in IAS 23 Borrowing costs, Suez capitalizes borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Gaz de France expenses all interest costs in the period in which they are incurred, including borrowing costs incurred during the construction period to finance concession and intangible assets. In accordance with the accounting principle provided in IAS 23 revised, the combined Group has elected to capitalize borrowing costs. No pro forma adjustment has been recorded on the Pro Forma Balance Sheet as of December 31, 2007 as the related qualifying assets are already measured at their fair value as of December 31, 2007 as a result of the purchase price accounting pro forma adjustment (see Note 2d). For the year ended December 31, 2007, capitalizing borrowing costs would result in a decrease of interest costs for A46 million. The impact to the “Income tax expenses” line-item is a A15 million increase. The combined Group will continue its homogenization process of accounting policies of the combining entities upon consummation of the merger. Accordingly, additional homogenization adjustments may be necessary upon completion of this process.

Note 2c — Other adjustments (1) Intercompany transactions Balance sheet positions, purchases and sales of energy and reciprocal services between the entities of the combined Group have been eliminated on the Pro Forma Balance Sheet and Statement of Income. (2) Reciprocal shareholding and related dividends As of December 31, 2007, Gaz de France owns 8 million shares of Suez for a total amount of A375 million. Suez owns 10 million shares of Gaz de France for a total amount of A392 million.

148 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The historical cost of Gaz de France shares owned by Suez is included in the acquisition cost as disclosed in Note 2d. In the Pro Forma Balance Sheet as of December 31, 2007, reciprocal shareholdings have been eliminated. Dividends received by Gaz de France and Suez from those reciprocal shareholding have been eliminated in the Pro Forma Statements of Income. The pro forma adjustments amounted to A(21) million for the year ended December 31, 2007. (3) The 65% spin-off of Suez Environnement Company Following the spin-off of 65% of Suez Environnement Company to Suez’ shareholders, which will take place at the same time as the merger, the combined Group will hold a 35% ownership interest in Suez Environnement Company. A shareholders’ agreement between the combined Group and the current main Suez shareholders, who collectively will own about 47%5 of the outstanding shares of Suez Environnement Company, has been negotiated and will result in the combined Group having de facto control over Suez Environnement Company. As a consequence, the combined Group will fully consolidate Suez Environnement Company and a reclassification from Group share to minority interest has been presented to reflect the 65% spin-off of Suez Environnement Company. No current or deferred income tax effect related to this operation has been taken into account in the Pro Forma Financial Information as currently presented. Since current IFRS do not specifically address the above issues and since the combined Group will maintain control over Suez Environnement Company through a shareholders agreement, the 65% spin-off of Suez Environnement Company has been measured at the historical consolidated carrying value. Consequently, the 65% spin-off of Suez Environnement Company results in a decrease in “Shareholder’s equity attributable to the equity holders of the parent” by A2,357 million as of December 31, 2007 and in a decrease in “Consolidated net income — attributable to Equity holders of the parent” by A348 million for the year ended December 31, 2007. The related minority interest amounts increased accordingly.

Note 2d — Purchase price computation and allocation The following is a preliminary estimate of the cost of the business combination and allocation: (1) Purchase price computation Calculating the cost of the business combination At the effective realization date of the merger, each outstanding ordinary share of Suez will be exchanged for approximately 0.9545 (rounded to the fourth decimal place) Gaz de France share (exchange of 22 shares of Suez for 21 shares of Gaz de France). For the purpose of estimating the purchase price in the Pro Forma Financial Information, the merger is deemed to have been consummated on the date at which the merger agreement was approved by the board of directors of each group (i.e. June 4, 2008). As a result, Gaz de France is expected to issue 1,208 million shares in exchange for all of the Suez shares outstanding as of June 4, 2008 (after deducting the 8 million shares of Suez owned by Gaz de France). As a result of the issuance of 1,208 million shares by Gaz de France, Suez’ shareholders will own approximately 55.4% of the common stock of the combined Group (1,208 million shares out of 2,182); the remaining 44.6% (approximately) will be owned by Gaz de France’s shareholders. As this transaction qualifies as a reverse acquisition, the cost of the business combination is deemed to have been incurred by Suez (i.e. the accounting acquirer). Thus, the number of shares to be issued is computed as the number of shares that Suez would issue had the business combination taken place in the form of Suez issuing additional shares to Gaz de France’s shareholders in exchange for their shares in Gaz de France for the same ownership ratio. As a result, 1,020 million Suez shares would be issued to provide Gaz de France’s shareholders with a 44.6% ownership interest in the combined Group. For purpose of the preparation of the Pro Forma Financial Information, the purchase price was measured on the number of shares outstanding and the closing price of the Suez shares on the date at which the merger agreement was approved by the board of directors of each group (i.e. June 4, 2008). On June 4, 2008, the fair

5 Based on Suez’s shareholdings as of April 30, 2008.

149 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 value of each ordinary share of Suez based on the closing price on that day was A47.02. This closing price has been adjusted to take into account the effect of the 65% spin-off of Suez Environnement Company.

The 65% spin-off adjustment per share (A5.82) is calculated, on the date at which the merger agreement was approved by the board of directors of each group, as the difference between: (i) the closing price of the Suez shares (A47.02) and (ii) the closing price of the Gaz de France shares (A43.16) multiplied by the exchange ratio (exchange of 21 shares of Gaz de France for 22 shares of Suez).

As a result, the purchase price is deemed to be A42,024 million.

However, the actual number of shares outstanding and the value of the Suez common shares for the purpose of calculating the cost of acquisition will be determined based upon the number of shares outstanding and their price at the effective realization date of the merger.

The total estimated transaction costs directly attributable to the merger that Suez is expected to amount to A103 million before tax. As of June 4, 2008 Suez owns 10 million shares of Gaz de France which historical cost amounts to A272 million.

Number of Suez shares outstanding (in millions) as of June 4, 2008 (after deduction of the shares of Suez owned by Gaz de France) ...... 1,265 Percentage ownership interest of the combined Group that would be held by the owners of Gaz de France as a result of the transaction ...... 44.6% Total number of Suez shares (in millions) that should be issued as of June 4, 2008 to provide the same percentage ownership interest of the combined Group to the owners of Gaz de France ...... 1,020 Suez share price as an approximation of the share price at the effective realization date of the merger (in euro) (adjusted to take into account the effect of the 65% spin-off of Suez Environnement Company) ...... 41.20 Estimated purchase price (in millions of euros) ...... 42,024 Estimated costs directly attributable to the transaction (in millions of euros) ...... 103 Historical cost of Gaz de France shares already owned by Suez (in millions of euros) ..... 272 Total cost of the business combination (in millions of euros) ...... 42,399

Sensitivity analysis

From September 3, 2007 (the date at which the merger was officially announced by the two groups) to June 4, 2008 (the date at which the merger agreement was approved by the board of directors of each group), Gaz de France’s highest and lowest closing share prices were respectively A43.95 and A33.03 (i.e. respectively + 1.83% and -23.47%, compared to the June 4, 2008 closing share price). If the merger was deemed consummated when Gaz de France’s share price was A43.95 or A33.03, the corresponding estimated purchase prices would have been approximately A42,789 million or A32,161 million, respectively.

For a 0.10% increase or decrease in Gaz de France’s share price compared to the June 4, 2008 closing share price of A43.16, the estimated purchase price, and consequently goodwill would increase or decrease by approximately A41 million.

(2) Purchase price allocation

The following section presents the preliminary allocation of the purchase price to the fair value of Gaz de France’s assets and liabilities as of December 31, 2007, based on a full acquisition of the shares. Definitive allocations will be made based upon additional valuations and studies that will be performed after the effective realization date of the merger. Accordingly, the pro forma purchase price allocation is preliminary and has been made solely for the purpose of preparing the Pro Forma Financial Information and is subject to revision based on a final determination of fair value after the effective realization date of the merger. As a result, the final purchase price allocation and the relating estimated useful lives could differ materially from the preliminary estimates reflected in the Pro Forma Financial Information.

150 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (In millions of euros) Total cost of the business combination...... 42,399 Book value of net assets — Group share — acquired as of December 31, 2007 ...... 17,953 Write-off of historical goodwill ...... (1,755) Fair value adjustments — Intangible assets ...... 8,600 — Property, plant and equipment ...... 5,300 — Investments in associates ...... 400 — Deferred taxes...... (5,200) — Minority interest on purchase price allocation ...... (29) Goodwill...... 17,130

Intangible assets Intangible assets are comprised of rights related to concession contracts and other intangible assets such as customer contracts and relationships as well as trademarks. The concession contracts are primarily related to the distribution networks of Gaz de France. The fair value of Gaz de France’s concessions is based upon the preliminary estimates of Gaz de France management using a valuation approach based on the “Regulated Asset Base” (“RAB”). The estimated useful life of these intangible assets corresponds to the weighted-average remaining duration of the concession contracts. The fair value adjustment allocated to Gaz de France’s concessions approximates A6,300 million. The fair value of Gaz de France’s acquired customer related intangible assets such as customer relationships as well as trademarks is based upon the preliminary estimates of Gaz de France management. The estimated useful life of finite-life trademarks and customer-related intangible assets has been determined based upon the expected pattern of consummation of future economic benefits. The fair value adjustment allocated to Gaz de France’s intangible assets other than concessions amounts to A2,300 million.

Property, plant and equipment The fair value adjustments allocated to property, plant and equipment primarily relate to exploration and production assets as well as real estate assets, transmission networks, liquid natural gas terminals and storage facilities. The fair value has been determined using different valuation techniques, such as projection of future discounted cash flows derived from income statement projections as well as valuation approaches based on the RAB. The determination of the fair value for these assets is affected by many factors, including the level of the related market prices. These factors have exhibited significant volatility in the past, and changes in one or more of these factors prior to closing of the merger could have a significant effect on the final determinations of fair value. The estimated useful life of property, plant and equipment corresponds to the weighted-average remaining useful life of the related assets.

Investments in associates Certain investments in associates have been valued based on the determination of fair value of the underlying assets and liabilities held by the associate.

151 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Valuation methods used

The table below details the valuation methods used in regards to the preliminary allocation of the purchase price:

Asset Evaluation method Concessions Cost-based approach* (Regulated Asset Base) Tangible assets Cost-based approach * — Transmission networks (Regulated Asset Base) Tangible assets Cost-based approach * — Liquid natural gas terminals (Regulated Asset Base) Tangible assets Cost-based approach — Storage facilities (Amortized Replacement Cost Base) Tangible assets Revenues-based approach * — E&P (Discounted Cash Flows method) Tangible assets Market approach — Real estate assets Intangible assets Revenues-based approach — Customer relationships (Multi-period excess earnings method) Market approach Intangible assets Revenues-based approach — Trademarks (Royalty method) Investments in associates Revenues-based approach (Discounted Cash Flows method) Market approach * This “cost-based approach” is equivalent to a discounted cash flow method using a discount rate equal to the rate of return from the Regulated Asset Base.

Sensitivity analysis

The Pro Forma Financial Information reflects a preliminary allocation of the purchase price to the fair value of Gaz de France’s concession assets, intangible assets and property, plant and equipment, which have been amortized over an estimated weighted average useful life of 18 years in the pro forma adjustments. For illustrative purposes, the estimated annual impact on pro forma condensed combined net income before tax caused by each incremental billion of euros allocated to these assets in the final purchase price allocation is estimated at A56 million for the year ended December 31, 2007.

(3) Pro forma adjustments on the Pro Forma Statement of Income for the year ended December 31, 2007.

Amortization of concession assets, intangible assets and property, plant and equipment

An adjustment has been made to record the complementary amortization expense related to the fair value adjustments allocated to those identifiable assets for approximately A(750) million for the year ended December 31, 2007. The amount of the amortization may ultimately change based on the final fair value assigned to assets and liabilities identified.

Investments in associates

A pro forma adjustment has been made to record the amortization expense related to the fair value allocated to the underlying identifiable assets held by associates for approximately A(30) million for the year ended December 31, 2007.

Deferred tax impact

The tax effects of the purchase accounting adjustments have been computed using the statutory tax rate. The deferred tax impact represents an increase of A287 million for the year ended December 31, 2007.

152 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Note 2e — Earnings per share Number of shares used to compute the pro forma earnings per share For the purpose of the calculation of the (basic) pro forma earnings per share, the historical weighted average number of Gaz de France shares outstanding has been adjusted: — to give effect to the Gaz de France common shares already held by Suez; — to take into account Gaz de France shares that would have been issued if the merger had been realized as of January 1, 2007 (22 common shares of Suez in exchange for 21 common shares of Gaz de France); — to take into account the effect of changes in the number of Suez ordinary shares during the period concerned.

Number of shares used to compute the diluted pro forma earnings per share Prior to the merger, Gaz de France had no dilutive instruments. Pursuant to the terms of the merger agreement, each outstanding Suez stock option and other stock-based award vested or unvested at the effective time of the merger will be converted into the right to receive approximately 0.9545 (rounded to the fourth decimal place) share of Gaz de France common stock. For the purpose of the computation of the diluted pro forma earnings per share, the number of dilutive instruments retained corresponds to the number of dilutive instruments which were used in the historical computation of the Suez diluted earnings per share, based on the ratio of 22 common shares of Suez for 21 common shares of Gaz de France. Year Ended (In millions of shares) December 31, 2007 Gaz de France’s historical weighted average common shares outstanding...... 983 Gaz de France common shares held by Suez ...... (10) Additional Gaz de France shares to be issued (approximately 0.9545 (rounded to the fourth decimal place) ordinary shares of Gaz de France for 1 ordinary share of Suez) ...... 1,207 Adjustment to take into account the changes in the number of Suez issued ordinary shares during the period ...... (3) Number of Gaz de France weighted average common shares outstanding used for basic earnings per share pro forma ...... 2,177 Dilutive instruments...... 19 Number of Gaz de France weighted average common shares outstanding used for diluted earnings per share pro forma...... 2,196

153 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 4.2 Statutory Auditors’ report on Pro Forma Financial Information

Report of the statutory auditors on the unaudited pro forma condensed financial information of Gaz de France and Suez Paris-La Défense and Neuilly-sur-Seine, June 13, 2008

To Jean-François Cirelli, Chairman, and Chief Executive Officer of Gaz de France In our capacity as statutory auditors and in accordance with EU Regulation 809/2004, we have prepared the present report on the IFRS unaudited pro forma combined financial information of Gaz de France and Suez for the year ended December 31, 2007 (the “Pro Forma Financial Information”) which is included in section 4.1 of the prospectus prepared in connection with the issue and admission for trading of GDF SUEZ shares resulting from the merger of Suez with and into Gaz de France (the “Prospectus”). The sole objective of this Pro Forma Financial Information is to show the effects that the issuance of shares by Gaz de France as a consideration for the merger might have had on the balance sheet at December 31, 2007, had this transaction occurred at December 31, 2007, and on the income statement for the period from January 1, 2007 to December 31, 2007, had this transaction occurred at January 1, 2007. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not necessarily represent the actual financial position or results of operations that might have been experienced had the transaction or event occurred at a date earlier than its intended date of occurrence. In accordance with EU Regulation 809/2004 on pro forma financial information, you are responsible for the preparation of the Pro Forma Financial Information, based on the consolidated financial statements of Suez as of December 31, 2007, audited by Deloitte & Associés and Ernst & Young et Autres and on the consolidated financial statements of Gaz de France as of December 31, 2007, audited by Mazars & Guérard and Ernst & Young Audit. It is our responsibility to express our conclusion, on the basis of our work and in the terms required by EU Regulation 809/2004, Appendix II, paragraph 7, on the adequate preparation of the Pro Forma Financial Information. We conducted our work in accordance with professional guidance issued by the Compagnie nationale des commissaires aux comptes. Our work, which does not include an examination of any of the underlying financial information supporting the Pro Forma Financial Information, consisted primarily of verifying that the basis on which this Pro Forma Financial Information was prepared, was consistent with the source documents described in note 1 — Description of transaction and basis of presentation disclosed in the 4.1 section, considering the evidence supporting the pro forma adjustments relating to the accounting treatment of the Gaz de France acquisition, the accounting policies homogenization as anticipated to date by the combined Group and the elimination of the transactions between Gaz de France and Suez, and meeting with the management of Gaz de France to gather the information and explanations which we deemed necessary. We conclude that: — the Pro Forma Financial Information has been adequately prepared on the basis stated; — this basis is consistent with the accounting policies anticipated to date by the combined Group. Without qualifying our conclusion above, we want to draw your attention to the following items: — Section “Reverse acquisition” of note 1 — “Description of transaction and basis of presentation” which explains the rationale supporting the accounting of the merger under IFRS as an acquisition of Gaz de France by Suez and its practical consequences. — Section “Suez Environnement Company” of note 1— “Description of transaction and basis of presentation” which describes the accounting and tax treatment adopted to account for the 65% spin-off of Suez Environnement to Suez shareholders and the consolidation of the combined Group’s investment in Suez Environnement Company based on the shareholders’ agreement between GDF SUEZ and Suez current key shareholders with respect to Suez Environnement Company.

154 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — Note 2 d — “Purchase price computation and allocation” of the Pro Forma Financial Information which discusses the basis for the preliminary allocation of the purchase price by the management of Gaz de France to the fair values of the assets and liabilities of Gaz de France in accordance with IFRS 3 — the IFRS standard as adopted by the European Union relating to Business Combinations (in its December 31, 2006 version). It is specifically stated that this purchase price allocation is exposed to be modified subsequently depending upon the final determination of these fair values after the effective date of the merger. — Section “Tax matters” of note 1 — “Description of transaction and basis of presentation” with respect to the accounting for tax loss carry forward and deductible temporary differences that have not been fully recognized in the Suez balance sheet as of December 31, 2007. — Section “Divestitures and other commitments to the European Commission” of note 1 — “Descrip- tion of transaction and basis of presentation” which describes the November 14, 2006 decisions issued by the European Commission and the proposals made to the Belgian State as part of “Pax Electrica II” and the reasons why the impacts of these decisions and proposals are not reflected in the Pro Forma Financial Information. This report is issued for the sole purpose of the registration of the Prospectus with the Autorité des marchés financiers for the issue and admission for trading of GDF SUEZ shares resulting from the merger of Suez with and into Gaz de France and the admission for trading of the existing and newly issued shares of Gaz de France on Euronext Brussels and on the Luxemburg stock exchange and should not be used for any other purpose.

The Statutory Auditors

MAZARS & GUERARD ERNST & YOUNG et Autres

Philippe Castagnac Thierry Blanchetier Christian Mouillon

155 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 5 Presentation of the acquired company

5.1 Information on the acquired company

Detailed information about the legal status, activity, consolidated statements, statutory auditors’ reports related thereto, special reports of the statutory auditors, recent changes and forecasts of Suez appear in the following documents, which are incorporated by reference hereto:

• The Registration Document (Document de Référence) of Suez filed with the AMF on March 18, 2008 under number D.08-0122 (the “Suez Registration Document”) This document incorporate by reference the consolidated financial statements of Suez for fiscal 2005 and 2006 and the statutory auditors’ reports thereof, which are to be found in the reference documents for 2005 (submitted on April 11, 2006 to the AMF [Autorité des Marchés Financiers] under No. D.06-0248) and 2006 (submitted on April 4, 2007 to the AMF under the No. D.07-272); and and

• update to the Registration Document (Document de Référence) of Suez, filed with the AMF on 13 June under number D.08-0122-A01

These documents are available on the Internet site of the AMF (www.amf-france.org) and on demand, by writing, calling or coming to the headquarters of Suez (16 rue de la Ville l’évêque 75008 Paris) or by consulting the Internet site of Suez (www.suez.com).

5.2 2008 forecast and auditors’ report on the 2008 forecast

On February 26, 2008, Suez announced its financial objectives for 2008 (see Chapter 12, “Information on trends” in the company’s 2007 Reference Document). In this publication, Suez indicated that the Group’s goal for EBITDA growth was approximately 10%; this objective qualifies as a forecast in the context of this merger prospectus, in accordance with European Regulation No. 809/2004. Information pertaining to EBITDA, published by the Group for the first quarter of 2008, supported this forecast.

These forecasts are based on the structured annual budget process that involves the business lines and their operating subsidiaries. They are prepared in accordance with the IFRS accounting principles applied by the Group and described in its historical financial statements.

These EBITDA projections for 2008 are based on the following assumptions:

• Macroeconomic fundamentals for 2008 as well as the forward curve of commodity prices consistent prevailing at the end of 2007;

• Stability in the scope of consolidation compared to that of December 31, 2007;

• Average assumptions concerning the availability rate of power plants (taking into account multiyear maintenance programs);

• Average climatic conditions based on historic observations;

• Overall stability in the volume of electricity sales, particularly in Europe ;

• An investment program greater than the 2007 program, including financial investments assumed to provide only a small contribution to EBITDA in 2008.

The EBITDA used for preparing this forecast corresponds to the new definition used by GDF Suez. This EBITDA, which is different from the calculation formerly used by Suez, is equal to the gross operating income of Suez less (i) the share of net income in associates and (ii) financial income excluding interest, plus (iii) pensions and other similar provisions reversals/accruals

The EBITDA forecasts above are based on information, assumptions and estimates considered to be generally reasonable by Suez’s management. However, these forecasts may be affected by uncertainties primarily related to the economic, competitive and regulatory environment in which Suez operates and which are described in Part 4, “Risk Factors”, in its 2007 Reference Document. Actual performance in 2008 may therefore differ from these forecasts.

156 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Report of the statutory auditors on Suez’s 2008 forecasts This is a free translation into English of a report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To Mr Gérard Mestrallet, Chairman and Chief Executive Officer of Suez As statutory auditors and in compliance with the EU Regulation No. 809/2004, we hereby report on the 2008 consolidated EBITDA forecast for Suez which is included in section 5.2 of the prospectus prepared for the issue and admission for trading of GDF Suez shares resulting from the merger-takeover of Suez by Gaz de France. In accordance with the EU Regulation 809/2004 and the relevant CESR guidance, you are responsible for the preparation of this forecast and its principal underlying assumptions. It is our responsibility, based on our work, to express our conclusion, pursuant to Appendix 1, paragraph 13.2 of the EU Regulation No. 809/2004, as to the proper compilation of the forecast. We have performed the procedures which we considered necessary in accordance with professional guidance issued by the French institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in an assessment of the procedures implemented by management to prepare the forecasts as well as the procedures implemented to ensure that the accounting methods applied are consistent with those applied to historical financial information of Suez. We also gathered all the relevant information and explanations that we deemed necessary to obtain reasonable assurance that the forecasts were adequately prepared on the basis stated. It should be noted that, given that forecasts are inherently uncertain, actual figures are likely to differ significantly from the forecasts presented, and we express no opinion on the probability of the actual achievement of these forecasts. We conclude that: • the forecasts are adequately prepared on the basis stated, • the accounting methods applied in the preparation of these forecasts are consistent with the accounting principles adopted by Suez, as presented in Note 1, “Summary of significant accounting policies” to the consolidated financial statements for the fiscal year ending December 31, 2007. This report is issued solely for the purpose of the prospectus prepared for the issue and admission for trading of GDF Suez resulting from the merger-takeover of Suez by Gaz de France, as approved by the AMF, and it may not be used for any other purpose. Neuilly-sur-Seine, June 13, 2008

The Statutory Auditors

Deloitte & Associés ERNST & YOUNG et Autres

Jean-Paul Picard Pascal Pincemin Pascal Macioce Nicole Maurin

157 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendices Appendix 1: ...... Contribution auditors’ report as part of the takeover of Rivolam by Suez via simplified merger Appendix 2: ...... Mergerauditors’ report on the merger consideration Appendix 3: ...... Mergerauditors’ report on the value of assets transferred Appendix 4: ...... Fairness opinion from Oddo Corporate Finance Appendix 5: ...... Opinion of Goldman Sachs International to the Board of Directors of Gaz de France, on the exchange ratio Appendix 6: ...... Opinion of HSBC to the Board of Directors of Suez, on the exchange ratio Appendix 7: ...... Opinion of BNP-Paribas, financial advisor to Suez, on the exchange ratio Appendix 7 bis: ...... Description of the opinion of BNP Paribas, financial advisor to Suez on the exchange ratio Appendix 8: ...... Opinion of JP Morgan, financial advisor to Suez, on the exchange ratio Appendix 8 bis: ...... Description of the opinion of JPMorgan, financial advisor to Suez, on the exchange ratio Appendix 9: ...... Opinion of Merrill Lynch, financial advisor to Gaz de France, on the exchange ratio Appendix 10: ...... Opinion of Lazard Frères, financial advisor to Gaz de France, on the exchange ratio Appendix 11: ...... Opinion of the financial advisors of Gaz de France Appendix 12: ...... Table of cross-reference with the information contained in Appendix III to European Regulation 809/2004 of April 29, 2004

158 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 1

Contribution auditors’ report as part of the takeover of Rivolam by Suez via simplified merger

RENÉ RICOL DOMINIQUE LEDOUBLE 2, avenue Hoche 99, boulevard Haussmann 75008 Paris 75008 Paris

Suez A société anonyme (French corporation) with share capital of A2,615,529,924 16, rue de la Ville l’Evêque, 75008 Paris Registered with the Paris Trade and Companies Registry under number 542 062 559

MERGER BY ABSORPTION OF RIVOLAM BY THE SUEZ GROUP

Report by the auditors for the merger

159 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 MERGER BY ABSORPTION OF RIVOLAM BY THE SUEZ GROUP

Report by the auditors for the merger

To the Shareholders, In accordance with the assignment entrusted to us by order of the President of the Paris commercial court (Tribunal de Commerce de Paris) dated October 17, 2007, concerning the merger by absorption of Rivolam by Suez, we present hereinafter our report pursuant to Article L.225-147 of the French Commercial Code (Code de commerce). The net amount of the assets contributed are set out in the merger agreement signed by the representatives of the companies concerned on June 5, 2008. Our role is to express an opinion as to whether the net assets contributed have been overvalued. To this end we have performed our review in line with the professional recommendations of the French National Statutory Auditors Board (Compagnie Nationale des Commissaires aux Comptes) for this type of assignment; these recommendations require that we plan and perform our review in order to appraise the value of the contributions and form an opinion as to whether they have been overvalued. At no time have we found ourselves in one of the situations of incompatibility, incapacity or forfeiture provided by law. We hereby present you with our observations and findings which will be organized as follows:

1. Overview of the transaction and detailed description of the contributions 2. Description of our work and appraisal of the value of assets contributed 1. Overview of the transaction and detailed description of the contributions The proposed transaction consists of the merger by absorption of Rivolam by Suez. It forms part of the internal restructuring operations in the Suez Group prior to the merger between Gaz de France and Suez (in its current format) as described in the press release dated September 3, 2007.

1.1 Background to the transaction This transaction is related to the merger between Gaz de France and Suez that aims to create a world leader in energy by being a key international player in the gas and electricity sectors with a secure, diversified and flexible energy supply portfolio. According to the joint press release issued by the two groups on September 3, 2007, the merger between Suez and Gaz de France will give rise to the distribution by Suez to its shareholders (other than itself) of 65% of the shares of an entity heading up the Suez Environment division, followed by the listing of said shares on Euronext Paris and Euronext Brussels. Therefore, in order to create listed subsidiaries for the Suez Environment division, various pre-merger internal restructuring operations have been planned within the Suez Group. These operations are designed to ensure that all of the shares in Suez Environnement, the lead company for these activities (also known as Groupe Suez Environnement), are held directly by Suez. These shares will then be contributed to a dedicated entity, Suez Environnement Company, which currently lies dormant. These internal pre-merger operations will include: • The absorption of Rivolam by Suez, followed by the winding up without liquidation of Rivolam; Rivolam is a wholly-owned subsidiary of Suez and virtually all of its net assets are composed of its holding of approximately 99.4% of the capital of Suez Environnement. This merger will be preceded by internal reclassification operations, notably, the transfer of investments and assets in order to regroup the activities of the Suez Environment division that lie outside of the legal scope of consolidation of Groupe Suez Environnement within Suez Environ- nement Company and its directly- or indirectly-owned subsidiaries.

160 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • The contribution by Suez of 100% of the shares comprising the equity of Suez Environnement to Suez Environnement Company, in the form of a partial contribution of assets in a legally structured spin- off. Suez Environnement Company will thus become the lead holding company among the operational entities that currently make up the Suez Environment division. This contribution of shares will be followed by the distribution to Suez shareholders (other than Suez itself), of a proportion of these newly-created shares as remuneration for the contribution, representing 65% of the post-contribution equity of its subsidiary, Suez Environnement Company, as follows: one (1) Suez Environnement Company share for four (4) Suez shares. Those entitled to receive Suez Environnement Company shares will be (i) holders of dematerialized Suez shares (other than Suez itself) whose shares have been evidenced by an entry in the Company’s share register in the name of the shareholder at the end of the trading day preceding the effective date of the merger; and (ii) for holders of Suez shares in a materialized form, the holders of the corresponding share certificate. Once this contribution-distribution transaction has been completed, Suez will be merged into Gaz de France and Suez shareholders will become Gaz de France shareholders by exchanging 22 Suez shares for 21 Gaz de France shares. After completion of the merger between Suez and Gaz de France, application will be made for the shares in Suez Environnement Company to be listed for trading on Euronext Paris and Euronext Brussels, which will provide Suez Environnement Company with greater visibility in line with the group’s stature and ambitions and give it direct access to the financial markets. The new GDF Suez Group resulting from this merger will have a stable holding of 35% of the equity in Suez Environnement Company. It will be party to a shareholders’ agreement with some of the current major shareholders in Suez, and future major shareholders in Suez Environnement Company, who are expected to constitute some 47% of the equity of Suez Environnement Company. This shareholders’ agreement is intended to ensure the shareholder stability of Suez Environnement Company and its control by GDF Suez. Consequently, the holding in Suez Environnement Company will be fully consolidated in the consolidated accounts of the new GDF Suez Group resulting from the merger. This holding will facilitate the dynamic development strategy of the Environment division. The chosen structure will also allow GDF Suez to continue to develop privileged partnership arrangements between environment and energy businesses. We have also been appointed as auditors for the spin-off operation involving the contribution by Suez of the shares of Suez Environnement to Suez Environnement Company (in the form of a partial contribution of assets in a legally structured spin-off) that will take place directly after this operation, and as auditors for the merger between Gaz de France and Suez. These operations, which will take place concomitantly with this merger, are reviewed in separate reports.

1.2 Presentation of the companies 1.2.1 Rivolam, absorbed company Rivolam is a French société anonyme with registered capital of A5,736,882,100, divided into 1,434,220,525 shares each of A4 nominal value, all fully paid up and of the same class. The Company is headquartered at 16, rue de la Ville l’Evêque 75008 Paris-France. It is registered with the Paris Trade and Companies Registry under number 430 440 586. The Company’s main activity is as a holding company for approximately 99.4% of the capital of Suez Environnement, the lead company for the Suez Environment division which brings together delegated water and sanitation management, water treatment engineering, and waste collection and treatment activities carried out mostly in the European Union.

1.2.2 Suez, absorbing company As of the date on which the merger agreement was signed, Suez is a French société anonyme with registered capital of A2,617,883,906, divided into 1,308,941,953 shares each of A2 nominal value, all fully paid up and of the same class. The Company is headquartered at 16, rue de la Ville l’Evêque 75008 Paris-France. It is registered with the Paris Trade and Companies Registry under number 542 062 559.

161 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Suez shares are listed on Euronext Paris (Compartiment A), Euronext Brussels, and on the stock exchanges in Luxembourg and Zurich (SWX Swiss Exchange). They are also listed in the form of American Depositary Shares (ADS). As of the date of signature of the merger agreement, Suez: • held 35,724,397 of its own shares; • had granted options to purchase or subscribe Suez shares; and • had also implemented bonus share award schemes for existing Suez shares in accordance with Article L.225-197-1 of the French Commercial Code. Suez decided to suspend the exercise of options under all of its stock option programs from May 22, 2008. Stock options not exercised before this date and bonus shares awarded that have not yet vested at the date of contribution of the shares that will take place directly after this merger will be adjusted as a result of the aforementioned contribution transaction in accordance with legislation and regulations in force and the terms and conditions of the different stock option plans and bonus share award schemes. Suez is a major European and international player in the management of public utilities in the electricity, gas, energy services, water and sanitation sectors. Its customers include public authorities, businesses and individuals. The Group’s business is organized around two sectors of activity: • Suez Energy comprising Suez Energy Europe, Suez Energy International and Suez Energy Services; and • Suez Environment.

1.2.3 Links between the companies Suez holds all of the shares that constitute Rivolam’s capital. Consequently, this transaction is governed by Article L. 236-11 of the French Commercial Code. Suez and Rivolam do not have any corporate officers in common.

1.3 Description and appraisal of contributions Description of contributions Under the terms of the merger agreement of June 5, 2008, the net assets contributed to Suez will consist of all of the assets, rights and obligations of Rivolam at the merger date. The items comprising the contribution can be summarized as follows based on Rivolam’s financial statements at December 31, 2007: Equity interests ...... A6,169,189,425 Loans ...... A 18 Other receivables ...... A 368,834,836 Assets contributed(1) ...... E6,538,024,279 Borrowings and long-term debt...... A 14 Trade and other payables ...... A 6,088 Tax and employee-related liabilities ...... A 2,429,487 Liabilities included in the contribution scope(2) ...... E 2,435,589 Net assets contributed(1) - (2)...... E6,535,588,690

Appraisal of contributions Pursuant to Comité de la Réglementation Comptable (French Accounting Regulations Committee) Regulation No. 2004-01 of May 4, 2004, the value of the assets contributed and liabilities included in the contribution scope has been set by the representatives of the companies concerned at their respective net carrying values in Rivolam’s year-end financial statements at December 31, 2007, i.e., a total value of A6,535,588,690.

162 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 1.4 Remuneration of contributions At the present time, Suez holds all of the shares constituting the share capital of Rivolam and undertakes to hold onto these shares until the merger has been completed. Consequently, pursuant to the provisions of Article L. 236-11 of the French Commercial Code, no exchange of shares or increase in share capital will be carried out. The difference between the net assets contributed, i.e., A6,535,588,690, and the net carrying value of Rivolam shares in Suez’s accounts at December 31, 2007, i.e., A7,250,546,642, is a negative amount of A714,957,952 and represents a merger loss. The final amount of the merger loss will be recognized in Suez’s accounts as of January 1, 2008 under intangible assets.

1.5 Transaction charges and conditions Basis of the operation The parties used the accounts of the companies concerned at December 31, 2007 to establish the conditions for the transaction. Rivolam’s parent company financial statements were approved by the Shareholders’ Meeting of April 16, 2008. Suez’s parent company financial statements were approved by the Shareholders’ Meeting of May 6, 2008.

Ownership, dividend rights and conditions of the transaction Suez shall be the owner of, and enjoy full entitlement to the assets and rights contributed by Rivolam from the date on which the merger is completed. As expressly agreed between the two parties, this merger will have retroactive effect from January 1, 2008 for accounting and tax purposes. From a tax perspective, the merger will be subject to income tax at the preferential rate applicable to mergers provided for in Articles 210 A and 210 B of the French tax code (Code Général des Impôts). As regards registration fees, it will be subject to the treatment provided for in Articles 210 A and 816 et seq of the French tax code giving rise to a fixed charge of A500. This merger is subject to the following conditions precedent: i) completion of all of the conditions precedent contained in the Gaz de France/Suez merger agreement (in addition to the completion of this transaction and the completion of the contribution of shares held by Suez to Suez Environnement Company followed by the distribution of a proportion of these newly- created shares as remuneration for the contribution representing 65% of the shares constituting the post-contribution capital of the beneficiary company); ii) completion of all of the conditions precedent contained in the agreement for the partial contribution of assets concerning the contribution of shares held in Suez Environnement by Suez following this transaction, followed by the distribution of a proportion of these newly-created shares as remuneration for the contribution representing 65% of the shares constituting the post-contribution capital of the beneficiary company (in addition to the completion of this merger); iii) approval by the Suez Extraordinary Shareholders’ Meeting of the merger agreement and of the merger-absorption of Rivolam into Suez, which is the subject of this report, with retroactive effect for accounting and tax purposes from January 1, 2008. As indicated in the listing notice provided by Euronext Paris; the operation will take place at 00:00 hours on the day on which Suez Environnement Company’s shares are listed on Euronext Paris, immediately prior to the contribution of shares to Suez Environnement Company, followed by the distribution of 65% of the shares in this company and the merger between Gaz de France and Suez. Unless all of the conditions precedent set out above are satisfied by December 31, 2008 at the latest, the terms and conditions of the merger agreement shall become null and void. No compensation shall be payable to either party unless this deadline is extended or unless Suez and Rivolam agree to waive the unsatisfied condition(s) precedent prior to this date. The parties expressly agree that the completion of the conditions precedent will not have any retroactive effect at January 1, 2008, except for accounting and tax purposes. We have no comment to make concerning the other charges and conditions in the merger agreement.

163 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2. Description of our work and appraisal of the value of the assets contributed 2.1 Description of our work We conducted our review in accordance with the professional standards recommended by the French National Statutory Auditors Board for engagements of this type, to wit: • verification of the reality of the contributions and the completeness of the liabilities transferred; • appraisal of the standalone values proposed in the merger agreement; • verification of the overall value of the contributions taken as a whole; • verification of the absence of any information or events likely to undermine the value of the contributions up to the date of this report. Our engagement consists in informing the shareholders of Suez of the value of the assets to be contributed by Rivolam. It cannot be likened to a due diligence review carried out on behalf of a lender or buyer and does not include all of the work required for such an engagement. Our report should not be used in such a context. The work that we performed included the following: • we met with Suez senior managers in charge of this transaction in order to assess the context as well as the practical aspects from an economic, accounting, tax and legal perspective; • we obtained and examined a copy of the merger agreement and its appendices; • we reviewed the draft prospectus prepared for the purpose of listing Suez Environnement Company shares on Euronext Paris and Euronext Brussels setting out all of the restructuring operations in the Suez Environment division and their implications; • we obtained a copy of Rivolam’s annual financial statements and the statutory auditors reports at December 31, 2007; • we reviewed but did not audit the main balance sheet headings at December 31, 2007; • we checked that no events had occurred since December 31, 2007 that are likely to undermine the value of the contributions; • we verified that all of Rivolam’s capital is held by the absorbing company and that the tax treatment for simplified mergers is therefore applicable; • we received a letter confirming the main terms and conditions of the transaction, particularly the availability of the Suez Environnement shares held by Rivolam and the absence of any observations made by the statutory auditors in the course of their audit of the accounts at December 31, 2007 that would be likely to undermine the value calculated for the contribution; • we have also drawn on the reviews that we performed in our role as auditors of concomitant operations, i.e., as auditors for the spin-off operation involving the contribution of shares in Suez Environnement to Suez Environnement Company, and as auditors for the merger between Gaz de France and Suez.

2.2 Appraisal of the value of the assets contributed 2.2.1 Overview As described previously, this merger is part of an internal reorganization process for the purpose of creating subsidiaries for Suez Environment’s businesses. It is related to the Gaz de France/Suez merger as announced in the joint press release of September 3, 2007. It will transfer ownership of all of the shares constituting the capital of Suez Environnement to Suez. Once the present transaction has been completed, these shares will be contributed to Suez Environnement Company (dormant at present) in a legally structured spin-off. Consequently, in order to determine the contribution value of the assets and liabilities transferred, the parties have taken the net carrying value of the contributed items as they appear in the year-end financial statements of the absorbed company at December 31, 2007, pursuant to CRC regulation No. 04-01 of May 4, 2004. We have no comment to make concerning the valuation basis used by the parties.

164 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.22 Standalone value of the contributions The net assets contributed by Rivolam are composed almost exclusively of its holding of approximately 99.43% of the capital of Suez Environnement, the lead company for the Suez Environment division, which currently constitutes one of the Suez Group’s two core businesses. This holding was valued at A6,169,189,425 in Rivolam’s financial statements at December 31, 2007. In order to appraise the value of the Suez Environnement shares contributed by Rivolam, we drew on the work we carried out to appraise the share exchange ratio applied to the Gaz de France/Suez merger, given that the relative value of Suez in this merger takes account of its 35% holding in the Suez Environment division. As such, we reviewed the work of the banks that acted as advisors to the two groups - particularly a valuation of the Suez Environment division — and we conducted our own valuation of the Suez Group using a multiple-criteria approach. We also reviewed recent financial analyst ratings for the Suez share price published since early September 2007 (when the Suez/Gaz de France merger was announced) that include a valuation of the equity of the Suez Environment division. The actual values attributed to the Suez Environment division in these various documents are higher than the value of the Suez Environnement shares included within the scope of the contribution. Based on the work that we have performed, we have not identified any information that would be likely to undermine the value of the Suez Environnement shares contributed by Rivolam. The contributions were valued at A6,535,588,690 in the contribution balance sheet at December 31, 2007. We have no further comments to make concerning the standalone value of the contributions.

2.22 Overall value of contributions We have also appraised the overall value of the contributions considered as a whole vis-à-vis the actual value of the absorbed company. Rivolam has no operating activity and its corporate purpose is limited to holding 99.43% of the capital of Suez Environnement, the lead company for the Suez Environment division. The value of Rivolam corresponds almost exclusively to the actual value of this holding. As mentioned previously in relation to our appraisal of the standalone value of the contributions, the actual value of the Suez Environnement shares held by Rivolam is higher than the value of the Suez Environnement shares included within the scope of the contribution. Therefore, the actual value of Rivolam, which includes the amount of the revalued holding in Suez Environnement, is higher than the value of the contributions corresponding to the net assets of Rivolam at December 31, 2007. We wish to stress that the main purpose of the reviews performed by the Joint Statutory Auditors as described in this report was to ensure that the actual value of the Suez Environnement shares taken as a whole is greater than their carrying value. They do not and are not intended to provide an appraisal of the actual value of the Suez Environment division. Consequently, we have no further comments to make concerning the overall value of the contributions.

165 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2.3 Conclusion In conclusion, given that this transaction is related to the merger between Gaz de France and Suez, which is the subject of a separate report, we are of the opinion that the value of the contributions, amounting to A6,535,588,690, is not overvalued. Executed in Paris, June 5, 2008

The auditors for the merger

Dominique Ledouble René Ricol

166 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 2

Merger auditors’ report on compensation for contributions

RENÉ RICOL DOMINIQUE LEDOUBLE VINCENT BAILLOT 2 AVENUE HOCHE 99 BOULEVARD HAUSSMANN 7 RUE DU PARC DE CLAGNY 75008 — PARIS 75008 — PARIS 78000 — VERSAILLES

GAZ DE FRANCE/SUEZ

Merger by absorption of the Suez Group by Gaz de France

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Report on the Merger Consideration

167 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Ladies and Gentlemen In executing the order of the President of the Commercial Court of Paris dated May 30, 2006, concerning the merger by absorption of the company Suez by the company Gaz de France, we have established this report on the compensation of the contributions as provided by Article L.236-10 of the Code de Commerce; our assessment of the value of the respective contributions is the subject of a separate report. Compensation of the contributions is dependent on the ratio of exchange, which was decided in the draft merger agreement signed by the representatives of the companies concerned on June 5, 2008. It is our responsibility to offer an opinion on the fair character of this exchange ratio. To this end we have carried out our reviews according to the professional recommendations of the Compagnie Nationale des Commissaires aux Comptes (National Association of Auditors) concerning this assignment; these recommendations require diligences firstly to verify that the relative values attributed to the shares of the participating companies are pertinent, and secondly to analyse the positioning of the exchange ratio relative to the aforesaid pertinent valuations. Our report is organised as follows: • 1. Presentation of the transaction. • 2. Verification of the relative values attributed to the shares of the companies taking part in the transaction. • 3. Assessment of the equitable nature of the proposed exchange ratio. • 4. Conclusion. No particular advantage has been stipulated in this transaction, nor have we found any. The particular rights accruing to the French State in the merged company are based on Article 24-1 of the Act of 9 August 2004 as amended. At no time have we found ourselves in one of the situations of incompatibility, incapacity or forfeiture provided by law.

1. PRESENTATION OF THE TRANSACTION 1.1. Companies concerned (i) Absorbing company Gaz de France, initially constituted in the form of an EPIC (Publicly-Owned Industrial and Commercial Corpo- ration) on 8 April 1946, became a société anonyme with a board of directors on November 20, 2004. The registered capital of Gaz de France is currently A983,871,988. This is divided into 983,871,988 shares each of A1 nominal value, all fully paid up and of the same class. They were admitted for trading on Euronext Paris (Compartment A) on July 8, 2005. Gaz de France has granted no stock options. At the date of signature of the merger agreement, the French state held some 80% of the equity in Gaz de France. The corporate purpose of Gaz de France, according to its Articles of Association, is “in France and abroad, to: (a) prospect, produce, treat, import, export, buy, transport, store, distribute, supply, or commercialise combustible gas and any other source of energy; (b) trade in gas or any other source of energy; (c) provide services in relation to the aforementioned activities; (d) undertake public service activities as assigned by the legislation and regulations in force, in particular Act n™ 46-628 of April 8, 1946 concerning the nationalisation of electricity and gas, Act n™ 2003-8 of January 3, 2003 concerning the markets in gas and electricity and the public provision of energy, and Act n™ 2004-803 of August 9, 2004 concerning the public provision of electricity and gas and electricity and gas companies; (e) participate directly or indirectly in all transactions or activities of whatever nature that may be concerned with any of the aforementioned objects or of such nature as to assure the development of the company assets including research and engineering activities, through the creation of new companies or businesses, the contribution, subscription or purchase of securities or company rights, the acquisition of interests or holdings in any form whatever in any businesses or companies existing or to be created, through mergers, associations or in any other manner;

168 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (f) create, acquire, hire, take in leased management any personal or real property or business premises, take on leasehold, install or operate any establishments, business premises, factories, or workshops in relation to any of the objects aforementioned; (g) take, acquire, operate or sell any procedures or patents concerning activities related to any of the aforementioned objects; (h) and more generally to carry out any and all transactions and activities of whatever nature, industrial, commercial, financial, real estate or movable property including services or research that are in whole or in part directly or indirectly related to any of the aforementioned objects to any similar, complementary or related objects and to any object liable to encourage the development of the company’s business.” Its registered office is at 23 rue Philibert Delorme, Paris 75017. It is entered in the Companies Register of Paris under number 542 107 651. The board of directors consists of 18 directors, 6 of whom are appointed by the State and 6 of whom are employees. Gaz de France, a major player in the market for natural gas, has a portfolio of diversified supplies and manages long transport and distribution networks. The group’s activities have been organised prior to this merger in complementary manner around two divisions and six sectors, excluding financial holdings: — supplying energy and services, consisting of the sectors Exploration-Production (“Upstream”), Energy Purchase and Supply, and Services; — infrastructures, consisting of the sectors Transport-Storage France, Distribution France and Trans- port-Distribution International.

(ii) Absorbed company Suez is a société anonyme with a board of directors whose registered capital stands at A2,617,883,906. This is divided into 1,308,941,953 shares each of A2 nominal value, all fully paid up and of the same class. They are traded on Euronext Paris (Compartment A), Euronext Brussels, on the official list of the Luxembourg Bourse, and on SWX Swiss Exchange, and are subject to an American Depositary Shares program. As of January 16, 2008 the public held around 76% of the equity. The principal shareholder is the Groupe Bruxelles Lambert which, as of January 16, 2008, held 9.3% of the equity and 14.1% of the voting rights. At the date of signature of the merger agreement, Suez: — held 2.73% of its own shares; — had granted subscription options for Suez shares; — and had made free allocations of existing Suez shares on the basis of Article L 225-197-1 of the Code de Commerce. The total number of Suez shares that may be created after exercise of the share subscription options is 39,101,997 shares. The corporate purpose of Suez according to its Articles of Association is “the management and development of its present and future assets, in all countries and by all means, in particular: a) the obtaining, purchasing, renting and operating of all forms of concessions and businesses relating to the supply to towns of drinking water and industrial water, the evacuating and purifying of waste water, removing and purifying of wastewater, drying and waste treatment operations, irrigation, and the establishment of all water transport, protection and conservation structures; b) the obtaining, purchase, renting and operation of all forms of sales and service activities to local communities and individuals as part of urban development and environmental management; c) the study, establishment and execution of all public and private projects and works for local authorities and individuals; the preparation and completion of any and all agreements, contracts and negotiations relative to the execution of such projects and works; d) the acquisition of all forms of participation in the form of subscription, purchase, contribution, exchange or by any other means, of shares, holdings, bonds and all other securities in companies existing or to be created;

169 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 e) the obtaining, purchase, sale transfer and operation of all forms of patents, licenses and procedures; f) and generally all forms of industrial, commercial, financial, personal or real property operations that may relate directly or indirectly to the corporate purpose or in any wise encourage or develop the company’s business.” Its registered office is at 16, rue de la Ville l’Evêque, Paris 75008. It is entered in the Companies Register of Paris, under number 542 062 559. Suez is a major player in the management of public utility services in electricity, gas, energy, water and waste services in Europe and the world. Its clients include local authorities, businesses and individuals. The organisation of the group’s activities centres around two fields of activity: — Suez Energie, which includes Suez Energie Europe, Suez Energie International and Suez Energie Services; — Suez Environnement.

(iii) Link between the companies At the date of signature of the draft merger agreement: — Gaz de France directly held 8,049,212 Suez shares of A2 nominal value, representing 0.615% of the equity on the basis of 1,308,941,953 shares and 0.539% Suez voting rights on the basis of 1,491,841,800 voting rights existing as of June 2, 2008. Gaz de France undertakes not to buy or sell additional Suez shares between the date of the draft agreement and the date of completion of the merger; — Suez indirectly holds 9,800,000 Gaz de France shares of A1 nominal value representing 0.996% of the equity and voting rights in Gaz de France on the basis of 983,871,988 shares and voting rights. Suez undertakes not to acquire additional Gaz de France shares between the date of the draft agreement and the date of completion of the merger.

(iv) Shared management At the date of signature of the draft merger, the participating companies do not have shared directors.

1.2. Context and objective of the transaction The Boards of Directors of Gaz de France and Suez approved the planned merger and announced it publicly in February 2006. A press release issued jointly by the two companies on September 3, 2007 announced new terms and conditions for the merger. As is mentioned in the draft merger agreement, the planned transaction is taking place in a climate of far-reaching, accelerated change in the energy sector in Europe. To minimize their exposure to the risks associated with changes in the energy sector, and to ensure their long-term competitiveness in the market, the current strategy of the parties is to: — expand in the two sectors of gas and electricity by relying on a portfolio of recurring competitive business (infrastructures) while complying with the separate management requirements for these activities pursuant to the EU and national legal frameworks; — optimize their electricity supplies through the deployment of their means of production or sourcing, and their gas supplies by developing their own exploration-production division and signing long-term contracts with producers in geographically diversified areas; — invest in liquefied natural gas to take advantage of greater flexibility and continue the diversification of their portfolio of resources while continuing to take part in developing transport and/or liquefied natural gas (LNG) infrastructures in Europe. The merger of these two companies will create a world leader in energy with a strong presence in France and Belgium. This major industrial evolution will enable the two groups to accelerate their growth with regard to the goals and challenges outlined above. More specifically, the industrial plan of the transaction is based on four principal goals: — the creation of a global company in the gas markets to enable maximum optimization of supplies;

170 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — strong geographical and industrial complementarity to strengthen and expand the scope of competitive products and services in European energy markets; — balanced positions in businesses and regions with different cycles; — a strengthened investment policy to win a favourable position in the face of sector challenges. The new group will be leveraged by strong positions on its domestic markets in France and in the Benelux and will have the financial and human resources required to accelerate its growth in domestic as well as international markets. Suez and Gaz de France believe that the merger will produce two major categories of synergy and gains in efficiency: — economies of scale and cost reductions, especially for supplies (buying energy but also other supplies) and operating costs (streamlining group business lines and sharing networks and services); and — complementarity effects resulting from an improved commercial range of products and services (complementary brands, expanded commercial coverage), and an effective investment program (streamlining and stepping up of development programs, possibility of additional growth in new geographic markets). Some of these efficiency gains will become evident in the short term, but others will require implementation over longer periods, including the establishment of shared platforms and the complete optimisation of the facilities and structures shared in the new organisation.

1.3. Pre-merger transactions The merger will be preceded by the following transactions:

Concerning Suez Group Under the terms of the draft announced on September 3, 2007 by Suez and Gaz de France, the merger between these two groups will be accompanied by the distribution by Suez of 65% of the equity in Suez Environnement Company to Suez shareholders (other than itself) followed, after completion of the merger between Suez and Gaz de France, by the admission of these shares for trading on the regulated markets of Euronext Paris and Euronext Brussels. As part of this move, to ensure that all the environmental activities of Suez are held within Suez Environnement Company, various prior internal reorganisations are planned. Firstly, all the shares in Suez Environnement, the lead company for these activities, will be directly held by Suez. As a second step, all these shares will be contributed to a dedicated company known as Suez Environnement Company, inactive until now and intended for market listing. These internal transactions prior to the completion of the merger include: — The absorption of Rivolam by Suez through a simplified merger; Rivolam is fully owned by Suez, and its net assets consist almost entirely of its holding (around 99.4%) in the equity of the French Suez Environnement company. — The contribution by Suez of 100% of the shares comprising the equity of Suez Environnement to the Suez Environnement Company, in the form of a contribution of assets in a legally structured spin-off. Suez Environnement Company will thus become the lead holding company among the operational entities that currently make up the Environnement division of the Suez group. This contribution of shares will be followed by the distribution to Suez shareholders (other than Suez itself), of a proportion of these newly created shares as remuneration for the contribution, representing 65% of the equity in the subsidiary Suez Environnement Company after the contribution. After completion of the merger between Suez and Gaz de France, application will be made for the shares in Suez Environnement Company to be listed for trading on the Euronext Paris and Euronext Brussels markets, which will provide Suez Environnement Company with greater visibility in line with the group’s stature and ambitions and give it direct access to the financial markets. The new group GDF SUEZ resulting from this merger will have a stable holding of 35% of the equity in Suez Environnement Company. It will also be party to a shareholders’ agreement with some of the current major shareholders in Suez, and future major shareholders in Suez Environnement Company, who are expected to constitute some 47% of the equity in Suez Environnement Company (on the basis of the Suez shareholdings as of

171 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 April 30, 2008). This pact is intended to assure the shareholder stability of Suez Environnement Company and its control by GDF SUEZ. The pact was signed on June 5, 2008 between Suez, the Caisse des Dépôts et Consignations, Sofina, Areva, CNP Assurances, Groupe Burxelles Lambert, and Suez Environnement Compagny, and will come into force immediately after completion of the merger. In consequence, the holding in Suez Environnement Company will be globally consolidated in the accounts of the new group GDF SUEZ resulting from the merger. This holding will facilitate the dynamic development of the “Environnement” division. The distribution of shares in Suez Environnement Company is to be carried out under the provisions of Article 115-2 of the Code Général des Impôts (French General Tax Code), by deductions from the Issue Premiums account on the Suez balance sheet liabilities. By letter dated June 3, 2008, the Direction Générale des Impôts has agreed in principle subject to compliance with certain conditions, to the agreements and supplementary authorizations requested for submitting the Spinoff- Distribution to the preferential treatment set out in Articles 210 B and 115-2 of the French General Tax Code, and to allow the undisputed application of the benefit of this preferential tax treatment in the context of the merger herein detailed. Schemes for stock options and rights issues by Suez will be adjusted to take account of this distribution and the merger, in accordance with the law and the regulations governing the various schemes. The absorption of Rivolam and the contribution of Suez Environnement equity to the Suez Environnement Company and the subsequent share distribution will be submitted for the approval of the shareholders at the general meeting of Suez called to approve the merger and are to be carried out prior to the completion of the merger.

1.4. Legal and administrative framework, conditions precedent The legal and administrative framework is as follows: — As regards company law, the transaction consists of a merger under Articles L. 236-1 et seq. of the Code de Commerce; — As regards taxation, the transaction is subject to preferential treatment as set out in Articles 210 A and 816 of the Code Générale des Impôts, concerning respectively company tax and registration fees; — The transaction will be carried out at zero hour on the day that Suez Environnement Company shares are listed for trading on the Euronext Paris market as indicated by the advice note from Euronext Paris; nevertheless the merger will be retroactive to January 1, 2008 for the purposes of accounting and taxation, so that all transactions carried out within the absorbed company after that date will accrue exclusively to the profit or liability of the absorbing company. This merger is subject to the following conditions precedent: — Approval by Suez’s Annual General Meeting of the merger-takeover of Rivolam; — Approval by the Annual General Meetings of Suez and Suez Environnement Company and implementation of the transfer of Suez Environment shares to Suez Environnement Company; — Approval by the Suez Annual General Meeting and distribution of 65% of Suez Environnement Company’s shares; — Signature of the shareholders’ agreement concerning Suez Environnement Company; — Decision by Euronext Paris to authorise trading of Suez Environnement Company shares on the Euronext Paris market; — Approval of the planned merger and in particular the winding-up without liquidation of Suez following the merger by Suez’ Combined Ordinary and Extraordinary Meeting; — Approval by Gaz de France’s Extraordinary General Meeting of the draft merger agreement and the associated capital increase, as described in the merger agreement; — Approval by Gaz de France’s Extraordinary General Meeting of the assumption of Suez’s obligations for stock options and bonus shares, as well as the cancellation, if applicable, of the corresponding preemptive subscription rights;

172 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — Enforcement of the decree from the Minister of the Economy, Industry and Employment setting the transaction procedures (fixing the parity and assumption of option plans) adopted on the approval notice from the Commission on Holdings and Transfers;

— Publication of the objectives of the industrial, commercial and financial cooperation agreement between Gaz de France and Suez.

It is reiterated that the shareholder pact concerning Suez Environnement Company was signed on 5 June 2008.

1.5. Description and compensation of contributions

Terms and conditions of the merger agreement were established by Gaz de France and Suez on the basis of their accounts for the year ending December 31, 2007, after reports by their respective auditors and approved by their respective shareholders’ meetings of May 19, 2008 and May 6, 2008.

Net asset contribution

The elements constituting the net asset contribution consist of all assets and liabilities, goods, rights and obligations existing at the date of completion of the transaction.

Pursuant to regulation n™ 2004-01 of May 4, 2004 of the Comité de la réglementation comptable (Accounting Regulations Committee) concerning the accounting treatment of mergers and allied transactions, the merger absorption of Suez by Gaz de France is carried out on the basis of net accounting values for the assets and liabilities contributed by Suez as shown in the company accounts of Suez as of December 31, 2007.

The net asset contribution of Suez is established at E36,793,166,338. This will be adjusted to take into account certain transactions that have occurred since January 1, 2008.

In A Net contributed assets before adjustment ...... 36,793,166,338 Issue price of capital increases since January 1, 2008 ...... 47,810,633 Book value of Suez treasury shares after December 31, 2007 ...... (1,456,840,674) Amount of dividend distributions by Suez for 2007 ...... (1,728,994,451) Amount of Suez Environnement Company shares (increased by the proportion of technical losses concerning distributed shares in Suez Environnement Company) which will be allocated to Suez shareholders prior to completion of the merger, ...... 4,467,539,790 Total net asset contribution ...... 29,187,602,056

A detailed description of contributions appears in the merger agreement, the draft merger prospectus and in our report on the value of contributions.

Exchange parity report

The merger parity being offered to Suez and Gaz de France shareholders is set at 21 Gaz de France shares for 22 Suez shares. In accordance with Article L.236-3 of the Code de Commerce, there will be no exchange (i) of Suez treasury shares, nor (ii) of Suez shares held by Gaz de France. At the date of writing, Suez holds 35,724,397 Gaz de France shares and Gaz de France holds 8,049,212 Suez shares.

As a result, applying the exchange ratio of 22 Suez shares for 21 Gaz de France shares, 1,207,660,692 new Gaz de France shares each of A1 nominal value, and fully paid up will be created by Gaz de France in order to increase its capital by A1,207,660,692.

The newly created shares will be allocated to the owners of the 1,265,168,344 shares comprising the equity of Suez at the date of writing, proportional to their existing holdings after deduction of the 35,724,397 Suez treasury shares and the 8,049,212 Suez shares held by Gaz de France. It is specified that the implementation of the Suez share repurchase program was suspended on 28 May 2008 at close of market, and that the exercise of Suez subscription options was suspended on 22 May 2008 at close of market.

The capital of Gaz de France will then be increased from 983,871,988 euros to 2,191,532,680 euros.

173 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Merger premium Subject to any adjustments determined by the merger agreement, the merger premium will be shown by the difference between:

— the amount of the portion (excluding treasury shares) of the net assets contributed by Suez (corresponding to the shares not held by Gaz de France)1...... A28,963,905,475 — and the amount of the increase in capital of Gaz de France to be allocated to shareholders other than Suez ...... A 1,207,660,692 difference ...... A27,756,244,783 This merger premium may be allocated in accordance with the current principles decided by the General Meeting of Shareholders. It will be proposed that the Extraordinary General Meeting of Gaz de France called to approve the draft merger, authorize the Board of Directors to proceed with any allocation of the merger premium in order to (i) re-establish the regulatory reserves and provisions existing in the Suez balance sheet in the liabilities of the company, (ii) to charge to the merger premium all the expenses, duties and taxes incurred or due in connection with the merger transaction, (iii) to deduct from the merger premium the amounts needed to fully fund the legal reserve, and (iv) to cancel the distributions received from Suez by Gaz de France over the interim period (i.e., between the effective date of the merger and the date of its completion).

Merger loss Cancellation of Suez shares held by Gaz de France will result in a merger loss of A32,385,223 as follows:

The proportion of net assets (excluding treasury shares) contributed2 by Suez to the merger corresponding to shares held by Gaz de France, stands at .... A223,696,581 The net book value of Suez shares held by Gaz de France stands at...... A256,081,804 The difference represents the merger loss, of...... A 32,385,223 This merger, given its nature, will be entered in the balance sheet of Gaz de France under intangible fixed assets. It will also be subject to an economic allocation off the balance sheet to various assets contributed; if one of these assets is subsequently sold, the portion of the merger loss allocated to it will affect net income.

2. VERIFICATION OF CORRECTNESS OF RELATIVE VALUES ATTRIBUTED TO THE SHA- RES OF THE COMPANIES PARTICIPATING IN THE TRANSACTION 2.1. Diligences carried out We have carried out those diligences which we judged necessary according to the professional recommendations of the Compagnie nationale des commissaires aux comptes (National Association of Auditors) concerning engagements of this sort, to wit: — an assessment of the relevance of the relative values and an analysis of the exchange ratio compared to those relative values judged pertinent; — an assessment of the fairness of the exchange ratio. This merger was initially to have been completed by the end of 2006 but could not be achieved. The Gaz de France and Suez groups announced the new terms of the merger described above on September 3, 2007. Given the conditions of the proceedings, a number of diligences carried out during the second half of 2006 remain relevant for the continuation of our engagement. Thus: — we met members of the senior managements of Suez and Gaz de France and their respective boards who explained the general economics of the transaction; — we reviewed the reference documents for 2006 lodged with the Autorité des marchés financiers (AMF) by Suez and Gaz de France; — we had access in a data room procedure for both groups to information detailed in a list appended to the regulations for the said procedure. This information was of a legal nature including notably a summary from the legal department of the Suez group centralising the work of the operational

1 Before adjustments for distributions in the intervening period, less the entire amount of the said distributions. 2 Before adjustments for distributions in the intervening period, less the entire amount of the said distributions

174 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 managements concerning the risks linked to the transmission of contributions and to the exercise of their business; — we also obtained an analysis note from Gaz de France, in draft form, dated November 6, 2006, updated May 28, 2008, summarising the actions to be carried out with regard to its principal contracts and authorisations in the light of the change of control of Gaz de France. For information, we mention that in the context of the work carried out during the second half of 2006, we reviewed the financial projections established by Gaz de France and Suez (including the Environnement division), bearing on the period between 2006 and 2012. The two groups confirmed that these projections, given their earlier date, could no longer be validly applied for the purposes of the new approach to the merger, and at end 2007 sent us new projections established during the first half of 2007. Our principal diligences after establishment of the new approach to the transaction are described below: — we have taken cognisance of the draft merger prospectus to be submitted to the Financial Markets Authority (AMF), developed by the parties for the present transaction and appended to the reports of the boards of directors of both groups; — we have taken cognisance of the draft merger agreement and its appendices, submitted to the boards of directors of both groups for approval — we have reviewed the reference documents for 2007 lodged with the AMF by the Suez group on March 18, 2008 and registered by the AMF on May 15, 2008 for Gaz de France; — we have received the consolidated stand alone projections drawn up by Suez and Gaz de France, bearing on the period from 2007 to 2010, and the projections for the same period for the Environ- nement consolidated division of Suez. The projections developed by Suez have been approved by its Audit Committee and its Board of Directors on July 3, 2007 and July 4, 2007 respectively, while the projections developed by Gaz de France were drawn up as of July 23, 2007 following the decision of the Management Committee on June 20, 2007, and was transmitted to its Board of Directors on October 10, 2007; — during interviews with representatives of the operational managements of the two groups we have obtained additional information on the stand alone projections of Gaz de France and Suez, in particular as concerns the prospects for development of the principal business activities exercised by the two groups during 2007-2010; — during oral discussions with these representatives we also received assessments of the prospects for development of the principal business activities of the two groups beyond 2010; — we have reviewed the draft reports presented by the advisory banks of the two companies, which we received at end May 2008. We assured ourselves that the methods used had been applied correctly and the valuations correctly calculated and we reviewed the mechanisms of valuation employed and the financial parameters used; — we made contact with the financial institutions charged with the expression of a fairness opinion to the boards of directors of both groups. We have seen no reports from these financial institutions to the Boards of Directors of the two groups as to the fairness of the transaction; — we have had interviews with the independent expert appointed by the board of directors of Suez to provide a certificate of equity as regards the financial conditions of the transaction, in accordance with Articles 261-1 et seq. of the general regulations of the AMF. On June 3, 2008 we took cognizance of that version of his report delivered to the board of directors of Suez on June 4, 2008, assessing the present transaction; — we have carried out our own evaluation of the fairness of the transaction and its terms by testing a number of the assumptions or calculations of the advisory banks of both parties; we have worked from the basis of public documents, reports from the advisory banks of both parties, and exchanges with the financial departments of both groups and the Strategy Committee of Gaz de France throughout the transaction, and also from recent notes from a number of analysts; — we have ascertained that the auditors of the companies concerned had certified the company and consolidated results unreservedly for 2006 and 2007 of both companies. We have taken cognizance from both groups of the documents presented by the auditors to their respective Audit Committees at meetings concerning the consolidated accounts of Gaz de France and Suez as of December 31, 2006

175 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 and December 31, 2007. We have also received the letters of engagement of the auditors for both groups, and the letters of confirmation and their appendices requested by the auditors of both groups for the consolidated and company accounts ending December 31, 2006 and December 31, 2007; — furthermore, since the provisions of the Code of Ethics concerning the professional confidentiality of auditors resulting from the decree of November 16, 2005 no longer allow us to have access to their working dossiers, we have no knowledge of their work on the genuineness of the information published by the two groups in the documents concerning the merger; — we have taken cognisance of summaries of the internal audits carried out during 2006 and 2007 and presented to the Audit Committees of the two companies; we have also had sight of the minutes of the meetings of the boards of directors for 2006, 2007 and early 2008, and of the texts of the resolutions of the shareholders’ meetings for 2006 and 2007; — we have also received the draft shareholders’ pact for Suez Environnement Company; — we have received two letters of confirmation signed by each of the senior managers of the two companies covering the important points of the transaction which we have not been able to examine specifically or about which we have received no information for reasons of confidentiality; in particular we have obtained from both companies the assurance that no events subsequent to the closing of accounts on 31 December 2007 of which they are aware have significant impact on the values of their respective assets.

2.2. Limits of our work Nature of the task Our task is to inform the shareholders of both companies about the proposed ratio of exchange. This cannot be likened to a due diligence review carried out for a lender or a purchaser and does not include all the elements necessary for an undertaking of that sort. Our report cannot be used in such a context.

Scope of our report We also specify that our work of valuation with regard to this transaction is not strictly comparable to that of an independent expert. We have been more concerned to pronounce on the parity than on the real values of the two groups and in particular our report is not intended to express any opinion as to the real value of each segment of the two groups. Similarly, the merger being completed after distribution by Suez of 65% of the shares in Suez Environnement Company, our opinion on the parity of exchange cannot bear on the real value of Suez Environ- nement Company considered in isolation.

Limits of information available We have had no direct contact with the auditors, and a fortiori, because of the rules of professional secrecy we have not been able to see their working papers. We have not had access to the various due diligences carried out by the accounting, legal or financial departments of the Gaz de France group, nor to their conclusions and advice concerning the Suez Group, nor to the corresponding diligences carried out by the Suez Group and their conclusions with regard to Gaz de France. We have only had a limited overview of the legal, accounting and financial documentation of the two groups. We specifically state that the following data were only communicated by word of mouth by Gaz de France and Suez during the phase of our work carried out in Q2 2008. — projections by segment of activity from both groups, using the breakdown historically used by the two groups for their financial communication; — certain elements of assessment and the sensitivity of this information beyond 2010 to assumptions concerning energy prices and macro-economic factors, such as the price of Brent or the euro/dollar parity, for example. These projections have been discussed with the managements of Suez and Gaz de France and completed during oral exchanges but they have not resulted, as seen by their general character, in any in-depth analysis branch by branch, in particular as regards those elements judged to be strategic, nor to any of the simulations which we would have judged useful. In this context, we have not been able to validate the “bottom up” construction of these projections.

176 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 As regards the Environnement division of Suez, the same limitation applies, both as regards analysis by sub-segment and as regards the levels of commentary and depth of simulations referring thereto. The projections were developed during the first half of 2007 by the groups Gaz de France and Suez. They have not been updated since the publication of the half-yearly and annual results of the two groups. We have nevertheless obtained an analysis of the variations for the years 2007 and 2008 between the projections and the realised figures at end December 2007 and the budget for 2008. We have had it confirmed that the differences observed do not throw doubt upon the projections issued regarding profitability and investments for the period 2009-2010.

Difficulty of a “stand-alone” assessment of the merger This transaction was announced almost two and a half years ago, and has been deferred several times. Under these conditions, it is difficult and to some extent artificial to assess the parity between the two groups as if they were today totally independent: — the projections for 2007-2010 for each of the groups, approved by their respective management committees during 2007, were established on a “stand-alone” basis. However, one cannot totally ignore the fact that the strategic or tactical decisions taken by the two groups since February 2006 do not take much account of the merger. The intrinsic values are therefore dependent on this particular situation; — the approaches to valuation by market analysts in the first half of 2008 can “include” estimates of the expected synergies and the new presentation of the divisions of the future GDF SUEZ group. Similarly, the sales of Fluxys and SPE demanded from Suez and Gaz de France by the European Commission have not been realised as of the date of writing, and we have had confirmation that these sales are not built into the stand-alone projections submitted to our examination by the two companies for 2007-2010. Similarly with Distrigaz, whose sale in response to the requirements of the European Commission was subject to a firm and definitive agreement announced on May 29, 2008. However, market valuations of parity by certain analysts may include an anticipation of these sales.

2.3. Methods used by the companies to estimate parity 2.3.1. Rejected methods The companies and their advisors have rejected the following criteria: — net book value of assets: the comparison of net book value of assets was not used because the value of companies in the energy sector is not generally correctly reflected by the historic value of their assets; — adjusted net assets: this method is best suited to companies with portfolios of holdings, which is not the case with structured energy groups; — comparable transactions method: valuation through comparable transactions is an approach that is usually suitable in the case of takeover transactions; but the merger of Suez and Gaz de France is a merger of equals; — discounting future dividends to present value: this method cannot be applied, since it depends on the future dividend policies of the companies; — ratio of net earnings per share to free cash flow per share. This approach, although relatively current in company merger transactions, appears not to be relevant insofar as (i) the comparison of net incomes is difficult because of the differences in financial structures of the two companies, and (ii) it results in valuing Gaz de France, Suez and the Environnement division on the basis of the same multiples.

2.3.2. Selected methods Assessment of parity between Gaz de France and Suez has been carried out using a multi-criteria approach based on methods usually used in such transactions. — analysis of the share prices of Gaz de France and Suez; — target prices (price objectives) published by financial analysts; — value per share based on applying multiples of comparable listed companies to consolidated financial totals of the two groups;

177 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — value per share using Discounted Cash-Flows on the basis of the consolidated financial projections for 2007-2010 received from Suez, from the Suez Environnement division and from Gaz de France.

In each of the above methods, the value of the Suez share used for weighing relative values was determined after adjustment to take account of pre-merger transactions, in particular the distribution to Suez shareholders other than Suez itself of 65% of the equity in Suez Environnement Company. The value per share of Suez is thus assessed through the various approaches on the basis of the value of Suez shareholders’ equity after deduction of 65% of the value of the shareholders’ equity of the Environnement division.

2.4. Assessment by the merger auditors

2.4.1. Rejected methods

We have no observation to make concerning the reasons for the rejection of certain methods by the companies and their advisors. Specifically, we have been able to verify on a sample of transactions between equals that no significant premium was observed, which in itself suffices to set aside the multiples of comparable transactions that show up this sort of premium.

2.4.2. Selected methods

2.4.2.1. General remarks

We draw attention to the fact that the multi-criteria approach submitted for our review tends to favour approaches based on stock market valuations. Given the relevance of the market prices of the two companies, both included in the CAC 40 index, and of the market’s awareness of the projected merger since February 2006, it seems to us altogether reasonable that these approaches should be considered the most suitable. Limitations of the other methods implemented include:

— as regards an analogical approach, limits linked to the degree of comparability of the companies in the sample with the two groups concerned by the merger, in terms of the activities, financial structure, profitability, size and markets of the companies reviewed;

— as regards discounted cash flows, the two groups have a limited projected horizon which leads to strong volatility of the results obtained by this method, given the very strong preponderance of the end value in the overall valuation.

As regards the choice of methods selected for the multi-criteria approach to valuation, we have no further comments.

2.4.2.2. Remarks on the evaluation approaches selected by the two groups and their advisors

Market prices

This method enables a valuation of the two companies to be assessed from the point of view of the financial markets.

The generally accepted criteria for appreciating the relevance of the share price are the share float and the liquidity of the share, and to a lesser extent the degree of tracking by financial analysts.

Gaz de France and Suez are both traded in Eurolist Compartment A of Euronext Paris and are part of the CAC 40 index. They have share floats of around 19.8% and 75.45% respectively, and are traded regularly; the average rates of rotation of the float over 1 month as of May 30, 2008 were 0.79% for Gaz de France and 0.46% for Suez. These rates of rotation are comparable to the average rates observed for companies in the CAC 40.

This method, used by both groups and their advisors, is essential in the context of stock exchange transactions that involve two listed groups whose shares are liquid and tracked by financial analysts.

As of May 30, 2008 the price of Gaz de France shares and Suez shares stood at A43.79 and A47.90 respectively (after distribution of dividends by both companies).

178 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 We show below a graph illustrating the share price movements of the two companies since the initial announcement of the merger between the two groups on February 24, 2006:

Movement of share prices of Suez and Gaz de France since February 23, 2006 Since the announcement on September 3, 2007 of new terms and conditions for the merger of the two groups, we note that the share prices of Gaz de France and Suez have followed the same trend, as the financial markets have incorporated the prospective merger into their assessment of the values of the two companies. We observe that this appreciation of the prices of the two companies is principally explained by the publication of half yearly results on June 30, 2007 and annual results on December 31, 2007 that exceeded the consensus expectations of the analysts. It should be added that the share prices of the two groups have out-performed the CAC 40 index over the period reviewed. Over one year (from May 30, 2007), the progression of Suez shares has been +17.0% and of Gaz de France shares +20.4% whereas the CAC 40 index has fallen by Ϫ17.0%. This trend has also been observed for energy groups throughout Europe, since the Euro Stoxx Energy Utilities has advanced +2.5% in a year whereas the general Euro Stoxx 50 index fell by Ϫ15.5%. The advisory banks of both groups have analysed stock exchange prices with the calculation of corresponding averages at 1 month, 3 months and 6 months on the two following dates: May 16, 2008 (date of finalisation of the work of the advisors to the two groups), and on August 28, 2007, date of the last published price not affected by rumours about the new conditions for the merger which were announced in a shared press release by both groups on September 3, 2007. We also carried out an analysis on August 28, 2007 for the reasons given above, with an update when our work was finalised, on May 30, 2008. It should be emphasised that this last date is subsequent to the opinion rendered by the Gaz de France Central Workers’ Council on May 26, 2008. We have assessed the price of the shares of the companies concerned, like the boards of both groups, by using averages covering short periods of 1 to 3 months and longer periods of up to 6 months, ending on May 30, 2008 and on August 28, 2007. These averages have been calculated after adjustment for dividends paid by Suez and Gaz de France on May 9, 2008 and May 22, 2008 respectively.

Target prices for analysts The companies Gaz de France and Suez are tracked regularly by the research departments of financial institutions. This method is a forecasting approach since it incorporates the prospective movements of the price over the coming months and provides an indication of the anticipated valuations by financial analysts based on their assessments of the groups concerned.

179 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 This method of valuation is used by both groups and their advisors. It can be applied in the context of stock exchange transactions that involve two listed groups whose shares are liquid and tracked by numerous financial analysts. We have assessed the target prices by examining financial analysts’ notes on Suez and Gaz de France, mostly issued by 11 financial institutions after the publication of the annual results as of December 31, 2007, on February 25 and February 27, 2008 respectively. We have only made use of work by analysts giving a price objective for the two entities (Gaz de France and Suez), and a valuation for Suez Environnement, not taking into account the effect of synergies linked to the merger that have been announced by the two groups. On the basis of our own work, we have no other comment to make concerning this method.

Analogical method based on multiples from comparable companies

The method of multiples from comparable companies (stock exchange multiples) consists of valuing a company on the basis of multiples of totals observed in a sample of comparable listed companies operating in the same business sector. There are no companies truly comparable to Gaz de France and Suez, given the absence of integrated companies covering all the segments of each of the two groups in the same proportions. The sample of comparable companies used for Gaz de France consists of integrated European energy companies and actors present in the sector of regulated infrastructures and sales3. In order to incorporate the particular feature of Gaz de France concerning the importance of Exploration-Production activity, a specific sample was also used consisting of representative companies in this specific sector4. The relative value of Gaz de France is obtained, using this method, by weighting the multiples obtained for these two samples on the basis of the respective weights of the activities concerned in the EBITDA of the group. As regards Suez, and given the prior distribution of 65% of Suez Environnement Company, the implementation of this method relies on a separate valuation of the energy and environmental activities on the basis of separate samples5. Valuation was carried out from the EBITDA, using the definition that would be applied by the merged group, estimated for 2008 and 2009 according to the consolidated financial projections of the two groups. The EBITDA was rightly chosen by the two groups and their advisors, since it takes account of the differences in profitability of the two companies under review. The reference to multiples of total gross revenues and of operating income were quite rightly set aside. Effectively, the gross revenues multiple does not express the differences in profitability between companies and the operating income multiple is affected by the differences in amortization policies. To calculate the multiples we used the market capitalisation of sample companies calculated on an average of prices over one month as of May 30, 2008. It should be noted that no account was taken with regard to the Environnement division of Suez of the discount for illiquidity compared to the multiple obtained for Veolia, which is the listed company seems to us most comparable to the Environnement division of Suez. In fact the amount of this discount is difficult to determine and SEC is to be brought to market at the outcome of the present operation. What is more, the leadership position of Veolia in this sector taken into account, which can be justified given the more diversified character of Veolia (transport and service activities in the energy sector), which make it somewhat less than a pure player in environment activities, in distinct contrast to Suez. We have assessed the samples used for Suez and Gaz de France. On the basis of our own work, we have no comment to make about the implementation of this method.

Discounted cash flow method

As was mentioned above, the financial projections are global for each group.

3 The companies Centrica, EDF, E On, Enagas, Gas Natural, National Grid, RWE, and Snam Rete Gas 4 he companies Dana and Venture 5 Sample for the energy sector: EDF, EDP, E On, Fortum, Iberdrola, RWE, Scottish & Southern Energy (SSE), and Verbund; sample for the environment sector: Veolia and other companies examined but not included (Lassila & Tikanoja, Northambrian Water Group, Séché Environnement, Severn Trent, Shanks, and United Utilities.

180 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The method based on discounted cash flows makes it possible to measure the increase in shareholder value through the cash flow generated by the company. The creation of value results from the difference between the profitability of the capital invested and the compensation required by the shareholders and creditors. The value attributable to shareholders is obtained by subtracting the total of net financial debts and all other elements with a financial impact not taken into account in the discounted flows, from the value of the business. The financial flows are derived from the projections received from the companies. An exit value (or terminal value) is taken into account at the horizon for these projections. The review of financial projections has given rise to the following observations on our part: — the limited horizon of the projections places an extremely important weight on the terminal value of the two companies and the Environnement division of Suez, making the model very sensitive to the financial parameters used, in particular the rate of continuing growth. It will be seen that the fact of prolonging the financial projections we have been shown by a few years does not significantly change the situation, which means that the value of the two groups is situated on a long-term horizon; — the two groups have used long-term convergent macro-economic assumptions whether for the price of Brent, electricity prices, or the euro/dollar exchange rate; however the convergence of these assumptions occurs in large measure beyond the financial projections 2007-2010 presented. Fur- thermore, we note that the business activities of Gaz de France are more sensitive to variations in the price of Brent, whereas those of Suez are more sensitive to variations in the price of electricity; — the projections examined include an important proportion of non-contributory investment at the far horizon of the projections; — under current conditions of strong volatility in energy prices, it is difficult for the two groups to estimate the results of their energy trading activities. It should also be specified that: — The projections made by the two groups correspond to their best estimations of business prospects at the date they were established. These are by nature uncertain, their realisation remaining subject to the vagaries inherent in all projections; — the discount rates used, as also the projected commodity price movements, are conditioned by the market references at the date of the valuation, which could differ, sometimes significantly, from the projections used for that valuation. We confirm that the relative values proposed for Suez, Gaz de France and the Environnement division of Suez using this method are not significantly thrown in doubt by our reviews. It should nevertheless be emphasised that the amount of investments and consequently the value of the net financial debt included in the financial projections of each group, are appreciably greater than the estimations of the majority of analysts.

Complementary methods employed by the merger auditors We have also implemented complementary methods for assessing the relative values of the two groups. These methods consist of: — The discounted cash-flows method, according to the consolidated projections for 2007-2010 established by the Gaz de France and Suez groups, completed by an extension period 2010-2013 based on additional explanations of the forecast data, communicated by word of mouth by the two groups; The relative values attributed to the entities concerned using this approach are superior to those obtained on the basis of projections for 2007-2010 alone. This difference is explained essentially by a smaller amount of non-contributory capital employed and by the start-up of projects in 2011-2013. We note however that the entities concerned progress generally in the same manner during this period, which has little impact on the parity. Nevertheless in the implementation of the DCF method we prefer the results obtained on the basis of these extended projections. — Two approaches to valuation by segments of activity (Sum of the Parts approach): One based on the valuation of each of the branches making up either group, through application of multiples of comparable listed companies to financial totals judged to be relevant.

181 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 This approach to an analogical valuation by business activity allows the various activities to be valued in the light of their specific characters. The valuation obtained relies on the valuation ratios observed in a sample of sufficiently comparable listed businesses. The samples used are relevant to each segment or division. — The other, a segment-based valuation using an intrinsic valuation of each branch by discounted available cash flows. Its implementation is based on information received during our interviews, concerning the developments in each of the activities constituting the two groups, and assessments of trends beyond the projection horizons of the two groups, limited to 2010. This enables the different activities to be valued taking account of their specific characteristics and seems to us to be a useful complement to the intrinsic approach based on the consolidated projections of each of the groups for the horizon 2007-2010. The construction of our own approach and the assumptions we adopted were discussed with the senior management of the two groups. The results obtained from the approaches based on valuation by segment (multiples of comparables and intrinsic values) were only presented for information, given the sporadic information on which these methods rely.

2.4.3. Comments on the relative values by the merger auditors The groups Suez and Gaz de France did not wish to make a statement concerning the values of the different business segments nor on the relative values of their shares used to decide the exchange ratio in the context of the merger. This position has led us to present the result of our work purely in terms of parity. Referring to our comments in paragraph 2.2 above, the assessment of relative values has been carried out on the basis of the global consolidated data of Suez, Gaz de France and the Environnement division of Suez. The approaches to valuation have been conducted by adopting various assumptions about the economic or regulatory environments affecting the two groups. The projections have been developed by the groups on a “stand alone” basis. By definition they therefore do not include the consequences of various commitments made by the Gaz de France and Suez groups to the European Commission or the Belgian government, which will be of no effect according to information provided by their managements, unless the merger goes though. Similarly, they do not include the short and medium term synergies expected as a result of the merger as presented by the two groups. As mentioned above, we also assessed the value of each segment prior to the transaction, using publicly available information and discussions with the managements of companies in the various segments. As regards the relative values obtained for each of the two groups, we would make the following comments:

a. Gaz de France The management of Gaz de France has confirmed that at this date there is nothing liable to throw doubt on the continued exclusive operation of the public network, as provided by the Act of April 8, 1946, and as assumed in the calculation of GDF projections, following the merger with Suez. The client portfolio of Gaz de France includes a significant proportion of residential customers for whom rates are subject to a regulatory authority. The Gaz de France projection takes into account a catch-up of the accumulated revenue losses linked to an insufficient revaluation of the price of gas (in administered rates). The projection for Gaz de France takes account of the consequences for market share of opening the market, and on the same basis incorporates development of its market share for electricity customers. The projections have been developed on the basis of the articles of association of the companies and groups concerned. We have been informed by them that the articles of association are not such as to affect the operational and financial implementation or the results of the new entity resulting from the merger. The valuation of Gaz de France on the basis of its projection assumed a target debt ratio of around 33% (net financial debt/business value), based on companies in the sector, whereas in fact it is today less than that. As regards the in-depth enquiries concerning the energy sector launched by the European Commission, Gaz de France informed us that on June 11, 2008 it received notification of complaints concerning the enquiry started in

182 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 July 2007 with regard to the gas market in southern Germany, but had received no notification marking the opening of proceedings concerning the enquiry into the French market. We have had it confirmed that Gaz de France was not able to make any pronouncement at that time about the possible impact of any complaints that had been or might be notified. On the basis of the information available, analysis of the results of the work of the two groups carried out with their advisors and the work we have carried out ourselves do not lead us to question the relative value attributed to shares in Gaz de France.

b. Suez — Suez “energy” division The Suez projection for the energy division takes into account a significant level of investments that do not contribute to growth over the forecasting horizon to end-2010. These investments are linked to announced objectives of significant increases in production capacities (with a horizon of 5 years). These investments have been reworked in the context of approaches to valuations. As regards the in-depth enquiries concerning the energy sector launched by the European Commission, we have had it confirmed by Suez that the company has not as of this date received notification of the beginning of any proceedings. The discharge of losses carried forward has been taken into account in the calculation of the tax burden for the projection presented. Analysis of the results of the work of the advisory banks and the work we have conducted ourselves do not lead us to make any specific comment on the relative value attributed to Suez shares.

— Suez “environment” division The information made available to the public in the context of this merger does not mention a value for the environment division of Suez (fully subsidiarised as Suez Environnement Company). The projected introduction of Suez Environnement Company will be carried out through the distribution by Suez of 65% of the equity of Suez Environnement Company to Suez shareholders other than itself. The Suez/Gaz de France parity is therefore calculated with the inclusion within the Suez perimeter of the value of 35% of Suez Environnement Company. In this regard, after the merger GDF SUEZ will remain Suez Environnement Company’s principal shareholder. With this in mind, we have approached the value of the Suez holding in Suez Environnement by applying the multi- criteria approach outlined in paragraph 2.3.2. The work we have carried out does not bring in question the relative value of the environment division of Suez used for calculating the Suez/Gaz de France parity.

3. ASSESSMENT OF THE FAIR CHARACTER OF THE EXCHANGE RATIO 3.1. General remarks This transaction has political and strategic aspects that are difficult to assess on a financial basis. We have nevertheless tried to identify the impact on the valuation of Suez shares of certain specific rights: the absence of either premium or discount, the loss of Suez as a takeover target, and the allocation of a special share to the French state. 3.1.1. The absence of either premium or discount in this transaction The transaction can be likened to a merger between equals and has been presented as such since the initial announcement at the end of February 2006 and during the announcement on September 3, 2007 of new conditions for the transaction. We have searched for the premiums or discounts resulting from mergers between equals in comparable transactions. It is clearly seen that for these transactions, the premium or the discount by comparison with the 1 month average price of the target before the merger is negligible6. A “merger among equals”, by its nature generates no premium in

6 For example, the following operations of significant size with a strict parity of 50%-50% in the management committees (and in exchange of securities only) show a premium or a discount on the one month average price of the target company of:

183 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 favour of the shareholders in either party, unlike a takeover bid. This is also the reason we have assessed parity on the basis of a stand alone value, without synergies, for each of the two groups. In the market’s approach to parity, no account is taken of the recent movements of Gaz de France shares, which came to the market in July 2005. In addition the share movement of GDF is not fundamentally different from that of a company that is largely held privately. 3.1.2. Loss of potential of Suez shares as a takeover target The equity of Suez is today widely held among the general public; this situation makes a takeover bid possible, which is a factor in the maintenance of share prices. The geography of the equity after the merger and the weight of the French state will make a takeover bid more difficult and may weigh on the price of GDF SUEZ shares after the merger. It is nevertheless true that the shares of many state-controlled companies have market movements that are not significantly different from those of companies with more open capital access.

3.1.3. Allocation of a special share to the French state The allocation of a special share to the French state will have multiple impacts on the value of the shares on the new group: — it affects the financial value of the voting rights of the GDF SUEZ shares once any strategic decision falls within the specific field of action of the French state7. The value of the right to vote has been the subject of so many doctrinal analyses that practical estimations in the context of transactions such as the regrouping of voting rights certificates and investment certificates, buybacks of preference shares or equity holdings. These show a limited discount; — on the contrary, these provisions may present advantages in the context of an energy group largely dependent for its supplies on foreign states and public undertakings. It must also be added that this influence by the state, which will certainly be strengthened at the outcome of this transaction, is currently characteristic of the energy sector in the majority of countries in mainland Europe; — by virtue of various European directives, network tariffs must be approved and published by the national regulators, with the public authorities maintaining a protective role vis-à-vis the residential customers. The presence of the French state in the equity may thus lead to a situation of conflicting interests between its role as tariff regulator and protector of the consumer, and the priority given to the value of its assets as principal shareholder of the newly merged group. It should be remembered that the Belgian state holds a special share in each of three subsidiaries of the Suez group: Fluxys, Distrigaz and Synatom, which were attributed prior to the announcement of September 3, 2007 concerning the terms and conditions of the merger between Gaz de France and Suez, and independently of this operation.

3.1.4. Treatment of sales required by the European Commission The merger is to take place between the two groups operating within their current perimeters. Consequently we sought confirmation from the managements of the groups Gaz de France and Suez that at this date neither Gaz de France in France nor Suez, through Electrabel, in Belgium, had received any request from the European Commission to sell off assets in the absence of the present merger. As a result, the valuations attributed to each group are grounded in this context; they make no presumption as to what might be the eventual sale price of such an activity. The two groups have also confirmed to us that none of the various commitments made to the European Commission nor to the Belgian government will affect the parity since the aforesaid commitments will only be valid insofar as the merger is completed. Nor are we in a position to assess the impact of these decisions, which both groups state

• (3.4%) pour Alcatel-Lucent (2006); • (0.9%) pour Axalto-Gemplus (2005); • 4.5% pour Arcelor-Usinor (2002); • (0.5%) pour Glaxo-Smith Kline (2000); • 0.9% pour Lyonnaise des Eaux-Suez (1997). 7 The special share to be held by the French state is provided for under decree n™ 2007-1790 of 20 December 2007, in application of Article 24-1 of Act n™ 2007-803 of 9 August 2004. It is intended to safeguard the essential interests of France in the energy sector with regards to the continuity and safety of energy supplies.

184 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 will not alter the industrial plan of the transaction, neither in terms of future results nor in terms of eventual capital gains or losses.

3.1.5. Impact of certain economic or technical parameters The parity retained by the parties is strongly influenced by: — the value attributed to certain fundamental parameters of the price of energy: future movement of the price per barrel and per kWh, the dollar/euro exchange rate, market tariffs in a fully deregulated market, ratio of gas/coal prices, etc. — certain structural assumptions that exceed the duration of visibility of the market: renewal at term of long duration supply contracts, maintenance of the legislative framework applicable to gas distribution, regulatory uncertainty as to nuclear power stations in Belgium.

3.2. Results obtained 3.2.1. Exchange parities presented by the companies The exchange ratio is the direct result of the weights of the relative values of the Suez and Gaz de France companies. The parities presented by the companies according to the various approaches used are shown in the table below.

Min Max Market prices as of May 16, 2008 Closing price 0.91 0.94 1 month average 0.90 0.93 3 month average 0.90 0.94 6 month average 0.93 0.97 Since the September 3, 2007 announcement 0.94 0.97

Market prices as of August 28, 2007 Closing price 0.92 0.96 1 month average 0.92 0.96 3 month average 0.93 0.97 6 month average 0.94 0.97

Analysts’ price objective rate at May 16, 2008 0.91 1.02

Multiples of comparable listed companies 0.85 1.03

Discounted cash flow (DCF) 0.86 1.05

3.2.2. Results obtained according to the merger auditors As mentioned above, we have carried out our own reviews in order to assure the relative values of Suez and Gaz de France according to the methods presented by the two groups.

185 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 On the basis of our analysis, we have obtained the following results: Parity - Merger Auditors Min. Median Max. Market prices at May 30, 2008 Closing price 0.93 0.95 0.96 1 month average 0.91 0.93 0.94 3 month average 0.90 0.92 0.93 6 month average 0.93 0.94 0.96 Market prices at August 28, 2007 Closing price 0.92 0.94 0.96 1 month average 0.92 0.94 0.96 3 month average 0.92 0.94 0.96 6 month average 0.93 0.95 0.97 Analysts’ price objective at May 16, 2008 0.91 0.96 1.01 Multiples of comparable listed companies 0.81 0.91 1.00 Discounted cash flows (DCF) 0.86 0.96 1.05 For information purposes Sum of the parts multiples of comparable listed companies 0.88 0.98 1.08 Sum of the parts discounted cash flows 0.84 0.94 1.03 We have also assessed the sensitivity of the parity in the event of movements of Gaz de France shares and Suez shares in opposite directions, based on the values obtained from the Market Price method. A rise of 2.5% in the Suez share price and a fall of the same amount in Gaz de France shares shows a parity between 0.96 and 1.00 A fall in the Suez share price of 2.5% and a rise of the same amount in Gaz de France shares shows a parity between 0.87 and 0.90 The results obtained shown by our work do not invalidate the parity of 21 Gaz de France shares for 22 Suez shares after distribution by Suez to its shareholders (other than Suez itself) of 65% of Suez Environnement Company, or approximately 0.9545 Gaz de France shares for one Suez share after distribution.

4. CONCLUSION We would like to recall that: — The value of the shares in Suez and Gaz de France depends on risk factors and the future prospects of the two groups. As the companies concerned emphasise in their Reference Documents and in the prospectus established for this merger, many factors may have a significant influence on the movement of share prices. This situation is inherent in the business activities of the companies concerned and in their environment; — We have not had access to detailed information on financial projections by segment. However on the basis of the information available, our diligences have not revealed any elements that would lead us to question the parity selected. In conclusion, we are of the opinion that the exchange ratio of 21 shares in Gaz de France for 22 shares in Suez after distribution by Suez to its shareholders (other than Suez itself) of 65% of Suez Environnement Company is fair.

In Paris, 11 June 2008,

Auditors for the Merger

René RICOL Dominique LEDOUBLE Vincent BAILLOT

186 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Annexe 3 –

Merger auditors’ report on the value of contributions

RENÉ RICOL DOMINIQUE LEDOUBLE VINCENT BAILLOT 2, avenue Hoche 99, boulevard Haussmann 7, rue du Parc de Clagny 75008 Paris 75008 Paris 78000 Versailles

GAZ DE FRANCE

Merger by absorption of the company SUEZ

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Report of the merger auditors on the value of the assets transferred

187 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Merger-absorption of the company SUEZ by the company GAZ DE FRANCE

Report of the merger auditors on the value of the assets transferred Ladies and Gentlemen, To perform the mission entrusted to us by the President of the Commercial Court of Paris on May 30, 2006, regarding the merger via absorption of the company Suez by the company Gaz de France, we have prepared this report as required by Article L.225-147 of the Commercial Code with reference to Article L236-10 of this Code; we specify that our assessment of the payment of the contributions is the subject of a separate report. The net assets contributed are specified in the draft merger agreement signed by representatives of the companies concerned on June 4, 2008. It is our responsibility to express a decision on whether the value of the contributions has or has not been overvalued. For this purpose, we have performed our duties in accordance with the professional standards of the Compagnie nationale des commissaires aux comptes (National Auditors Association) regarding the statements pertaining to this mission; these standards require the performance of examinations to assess the value of the contributions, to insure that they are not overvalued, and to verify that they correspond to at least the par value of the shares to be issued by the absorbing company, increased by the issue premium. Our report is organized as follows: 1. Presentation of the transaction and description of the value of the contributions, 2. Examinations carried out, and assessment of the value of the contributions, 3. Conclusion. At no time did we find ourselves in a position of conflict of interest, interdiction or forfeiture as specified by law. No special advantage has been stipulated for this transaction, and we have not discovered any. The special rights given to the French State in the merged company are based on Article 24-1 of the Law of August 9, 2004, as amended.

1. PRESENTATION OF THE TRANSACTION AND DESCRIPTION OF THE VALUE OF THE CONTRIBUTIONS 1.1. Companies concerned (i) Absorbing company Gaz de France, which was initially created as an EPIC (Etablissement Public à Caractère Industriel et Commercial/ Public Institution of an Industrial and Commercial Nature) on April 8, 1946, has been a limited company with a Board of Directors since November 20, 2004. The share capital of Gaz de France is currently A983,871,988, divided into 983,871,988 shares each with a par value of A1, all fully paid up and of the same class. The shares have been listed on the Euronext Paris market (Compartment A) since July 8, 2005. Gaz de France has not granted any A share subscription options. At the date the merger agreement was signed, the French State owned approximately 80% of the company’s capital. According to its bylaws, the corporate purpose of Gaz de France is, “in France and abroad, to: a) prospect for, produce, process, import, export, purchase, transport, store, distribute, supply, and sell combustible gas as well as all other energy sources; b) trade gas and all other energy sources; c) supply services associated with the activities described above; d) carry out public service duties assigned to it by applicable legislation and regulations, particularly by Law no. 46-628 of April 8, 1946 on the nationalization of electricity and gas, Law no. 2003-8 of January 3, 2003, pertaining to the gas and electricity markets and public energy services, as well as Law no. 2004-803 of August 9, 2004, pertaining to public electricity and gas services and to electric and gas companies; e) participate directly or indirectly in all transactions or activities of any kind that may be related to one of the aforementioned purposes, or of a nature to facilitate the growth of the company’s business, including research and engineering activities, by creating new companies or businesses, by the contribution,

188 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 subscription or purchase of securities or company rights, by taking interests or making equity investments, in any form whatsoever, in any business or company, currently existing or to be created, by merger, affiliation or any other means; f) create, acquire, rent, or lease-manage any equipment, buildings, business locations, or take out a lease on, install, or operate any businesses, business locations, factories, and workshops related to one of the aforementioned purposes; g) take over, acquire, operate or sell any techniques or patents pertaining to the activities related to one of the aforementioned purposes; h) and more generally carry out all operations and activities of any industrial, commercial, financial, movable or fixed properties nature, including services and research, pertaining directly or indirectly, in whole or in part, to any of the aforementioned purposes, or to any additional or related purposes as well as any measures that would facilitate growth of the company’s business.” Its headquarters is located at 23 rue Philibert Delorme, 75017 Paris. It is registered in the Paris Trade and Companies Register under the number 542 107 651. The Board of Directors consists of 18 members, 6 of whom are appointed by the State and 6 of whom are employees. Gaz de France, a major player in the natural gas market, has a portfolio of diversified sources of supply and manages extensive transport and distribution networks. Before this merger, the Group’s activities were organized in a complementary manner with two major businesses and six sectors, excluding financial holding companies: — Energy Supply and Services, including the Exploration-Production sectors (also know as “Upstream”) and Energy and Services Purchase-Sales; — infrastructure, including the Transport-Storage France, Distribution France and Transport Distribution International sectors. (ii) The absorbed company Suez is a limited company with a Board of Directors with share capital of A2,617,883,906, divided into 1,308,941,953 shares, each of A2 par value, all fully paid up and of the same class. They are listed on the Euronext Paris market (Compartment A), and the Euronext Brussels market, and are officially listed on the Luxembourg and Swiss (SWX Swiss Exchange) stock exchanges, and have an American Depositary Shares program. On January 16, 2008, approximately 76% of the capital is publicly owned. The largest shareholder is the Bruxelles Lambert Group, which owns on January 16, 2008, 9.3% of the capital and 14.1% of the voting rights. In addition, on the date the merger agreement was signed, Suez: — held 2.73% of its own shares; — had granted Suez subscription and purchase options; — has also allocated existing bonus shares based on Article L 225-197-1 of the Commercial Code. The total number of Suez shares that could be created following the exercise of share subscription options totals 39,101,997 shares. According to its bylaws, the corporate purpose of Suez is, “the management and development of its existing and future assets, in all countries by all means, and particularly: a) the acquisition, purchase, lease and operation of all concessions and businesses related to the provision of drinking and industrial water to cities, the removal and purification of waste water, drying and sanitation activities, irrigation and the construction of all types of transport, protective and water storage facilities; b) the acquisition, purchase, lease and operation of all sales and service activities for governments and individuals in urban planning and environmental management; c) analysis, establishment and execution of all projects and public or private works on behalf of any governments or individuals; the preparation and signing of all agreements, contracts and treaties related to the execution of these projects and works; d) making any investments through subscription, purchase, contribution, exchange or by any other means, of shares, investment interests, bonds and any other company securities currently existing or to be created;

189 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 e) the acquisition, purchase, sale, concession and operation of any invention patents, patent licenses and processes; f) and, more generally, all industrial, commercial, financial, movable or fixed property operations that may be directly or indirectly related to the company’s purpose or of a nature to facilitate and enhance the company’s business.” Its headquarters is located in Paris (75008), at 16, rue de la Ville l’Evêque. It is registered in the Paris Trade and Company register under number 542 062 559. Suez is a major player in the management of public utility services in electricity, gas, energy services, water and waste services, in Europe and throughout the world. Its customers include governments, businesses and individuals. The Group’s activities are organized into two areas of business: — Suez Energie includes the Suez Energie Europe, Suez Energie International and Suez Energie Services segments; — Suez Environnement.

(iii) Relations between the companies At the date the merger plan was signed: — Gaz de France directly held 8,049,212 Suez shares with a par value of A2, representing 0.615% of the capital based on the 1,308,941,953 shares existing at the date hereof and 0.539% of Suez voting rights based on the 1,491,841,800 voting rights on June 2, 2008. Gaz de France undertakes not to acquire or sell additional Suez shares between the date hereof and the Merger Completion Date; — Suez indirectly holds indirectly 9,800,000 Gaz de France shares of A1 par value, representing 0.996% of the capital and voting rights of Gaz de France, based on the existing 983,871,988 shares and voting rights. Suez undertakes not to acquire Gaz de France shares between the date hereof and the Merger Completion Date.

(iv) Directors in common At the date that the merger project was signed, the companies party to it had no directors in common.

1.2. Framework and goal of the transaction The Boards of Directors of Gaz de France and Suez resolved that they were in favor of the merger plan and made a public announcement in the month of February 2006. New terms for the merger plan were announced in a joint press release by both companies on September 3, 2007. As mentioned in the draft merger agreement, the projected transaction is taking place against a backdrop of profound, accelerating changes in the European energy industry. To reduce their exposure to the risks related to developments in the energy sector and to insure their long term competitiveness in the market, the companies’ current strategy consists primarily of: — growing in both the gas and electricity sectors by relying on a portfolio of recurring (infrastructural) and competitive business, while complying with the mandate for separate management of these activities as provided by the community and national legal frameworks; — optimizing their supply sources: in electricity by implementing diversified production and sourcing methods; in gas by developing an exploration-production business and signing long term contracts with geographically diversified producers; — investing in liquefied natural gas to achieve greater flexibility and continuing to diversify the portfolio of resources while pursuing participation in the development of transport and/or LNG infrastructure in Europe. The merger of the two companies will create a world leader in energy that will have strong roots in France and Belgium. This major industrial transaction is based on a coherent, joint industrial and corporate plan. It will facilitate the growth of the two groups based on the issues described above. More specifically, the industrial logic of the transaction is based on four major themes: — achieving global scale in gas markets to optimize sources of supply;

190 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — powerful geographic and industrial complementarity to strengthen and broaden the competitive product range in European energy markets; — a well balanced market position in businesses and regions that are subject to different business cycles; — a strengthened investment policy to achieve a favorable market position to confront sector challenges. The new group will rely upon its strong positions in the domestic French and Belgian markets and will have the financial and human resources required to generate accelerated growth in both its domestic and international markets. Suez and Gaz de France believe that the merger will produce two major types of synergies and gains in efficiency: — economies of scale and cost reductions, particularly in supplies (energy, as well as non-energy purchases) and operating costs (rationalization of structures and shared use of networks and services; and — additional benefits that can be exploited through an improved product offering (complementary brands, broader marketing coverage) and an efficient investment program (rationalization and acceleration of development programs, potential of additional growth in new geographic markets). Some of these gains in efficiency will appear in the short term, but others will require phasing in over time with the implementation of shared platforms and complete optimization of the new organization’s operating methods and structures.

1.3. Transactions prior to the merger The merger will be preceded by the following transactions:

Concerning the Suez Group Under the terms of the plan announced on September 3, 2007, by Suez and Gaz de France, the merger of these two groups will be accompanied by the distribution by Suez to its shareholders (other than itself) of 65% of the shares composing the capital of Suez Environnement Company, followed, after completion of the merger between Gaz de France and Suez , by the listing of these shares for trading on the regulated markets of Euronext Paris and Euronext Brussels. Within this framework, and in order to combine the activities of the environmental sector of Suez into Suez Environnement Company, various prior internal reorganization measures will be taken within the Suez Group, so that initially all the shares of the company Suez Environnement, the lead company in this sector, will be owned directly by Suez; then, at a later time, these shares would be contributed to a dedicated company, Suez Environ- nement Company, which currently has no business activities and will eventually be listed. These prior internal transactions before the completion of the merger include: — absorption of the company Rivolam by Suez by means of a simplified merger; Rivolam is a company wholly owned by Suez, whose net assets consist almost exclusively of its 99.4% equity investment in the capital of the company Suez Environnement; — the contribution by Suez, in the form of a contribution of the assets subject to the legal regulations for spin- offs, of 100% of the shares composing the capital of Suez Environnement for the benefit of the company Suez Environnement Company. Suez Environnement Company will thus become a holding company at the head of all the operating entities currently composing the environmental business of the Suez Group. This contribution of shares will be followed by Suez’ distribution to its shareholders (other than Suez itself) of a portion of these new shares, representing 65% of the shares composing the capital of its subsidiary Suez Environnement Company after the contribution. After completion of this merger between Suez and Gaz de France, the shares of the company Suez Environnement Company will be listed for trading on the Euronext Paris and Euronext Brussels markets, which will allow Suez Environnement Company to benefit from increased visibility commensurate with its standing and goals, through direct access to financial markets The new GDF SUEZ Group resulting from this merger will hold 35% of the capital of Suez Environnement Company on a consistent basis. In addition, it will participate in a shareholders’ agreement with various current major Suez shareholders, future large shareholders of Suez Environnement Company, who would hold

191 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 approximately 47% of the capital of Suez Environnement Company (based on Suez shareholdings on April, 30, 2008. This agreement will be designed to assure the stability of Suez Environnement Company’s shareholders and its control by GDF SUEZ. It was signed on June 5, 2008 between Suez, Caisse des Dépôts et Consignations, Sofina, Areva, CNP Assurances, Groupe Bruxelles Lambert and Suez Environnement Company and will become effective following the completion of the transaction. Therefore, the investment held by GDF SUEZ in Suez Environnement Company will be fully consolidated in the statements of the new GDF SUEZ Group resulting from this merger. This investment will facilitate the pursuit of the Environment sector’s dynamic growth strategy. The distribution of Suez Environnement Company shares will be recorded, subject to the provisions of Article 115-2 of the General Tax Code, by posting it to the item “Issue Premium” in the liabilities of Suez’s balance sheet. In letters dated June 3, 2008, the French General Tax Authority agreed in principle — contingent on the fulfillment of certain conditions — to grant the authorization and authorization follow-up decisions requested for the purpose of submitting the contribution-distribution to the preferential treatment set out in Articles 210 B and 115-2 of the French General Tax Code, and allowing, in the context of the merger hereunder, the irrevocable application and benefit of this preferential tax treatment. The Suez option and bonus share plans will be adjusted to reflect this distribution as well as the merger, in accordance with the law and the regulations of the various plans. The absorption of Rivolam, the contribution of Suez Environnement to Suez Environnement Company, and the subsequent distribution of shares of the latter will be subject to the approval of Suez’s Shareholders’ Meeting, which will also be convened to approve the merger and will have to have occurred prior to the merger’s completion.

1.4. Regulations for the transaction, conditions precedent Regulations for the transaction are as follows: — with regard to law concerning companies, the transaction consists of a merger subject to the provisions of Articles L. 236-10 et seq. of the Commercial Code. — From a tax perspective, the transaction is subject to the favorable treatment described in Articles 210 A and 816 of the General Tax Code, in the areas of corporate income tax and registration rights respectively. — the transaction will be completed at zero hour on the day that the SEC shares are listed for trading on the Euronext Paris market as indicated in the notice by Euronext Paris; in any case, the transaction will be considered to have effect retroactively to January 1, 2008, for accounting and tax purposes, so that all transactions that occurred for the absorbed company after that date will affect the assets and the liabilities of the absorbing company. This merger is subject to the following conditions precedent: — approval by the Suez Shareholders’ Meeting and completion of the merger by absorption of the company Rivolam; — approval by the General Shareholders’ Meetings of Suez and of Suez Environnement Company and completion of the contribution of Suez Environnement shares to Suez Environnement Company; — approval by the Suez General Shareholders’ Meeting and completion of the distribution of 65% of the shares of Suez Environnement Company; — signature of a shareholders’ agreement concerning Suez Environnement Company; — decision by Euronext Paris authorizing the listing of Suez Environnement Company shares on the Euronext Paris market; — approval by the Suez Combined General Shareholders’ Meeting of the draft merger agreement, particularly the dissolution without liquidation of Suez resulting therefrom; — approval by the Gaz de France Extraordinary General Shareholders’ Meeting of the draft merger agreement and the related capital increase, as stipulated in the merger agreement; — approval by the Gaz de France Extraordinary General Shareholders’ Meeting of the assumption of the obligations of Suez related to share subscription and purchase options and bonus shares, as well as the elimination of the corresponding preferential subscription rights, if applicable;

192 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — effectiveness of the decree of the Minister of the Economy, Industry and Employment establishing the conditions of the transaction (setting the parity and assumption of option plans), made based on the appropriate opinion from the Commission des participations et des transferts (Holdings and Transfers Committee); — publication of the objectives of the industrial, commercial and financial cooperation agreement between Gaz de France and Suez.

1.5. Description and determination of contributed net assets The terms and conditions of the merger agreement were established by Gaz de France and Suez on the basis of their financial statements ending 31 December 2007, both of which had reports by their auditors, and were approved by their respective shareholders’ meetings on May 19, 2008 and May 6, 2008.

(i) Contributed Net Assets The items of the contributed net assets, with the customary express and implied warranties, are all the assets and liabilities, property, rights and obligations as they shall stand on the date of the transaction. Pursuant to Regulation No. 2004-01 of May 4, 2004 of the Accounting Regulations’ Committee for the accounting treatment of mergers and transactions classified as mergers, the merger by absorption of Suez by Gaz de France is undertaken on the basis of the net book value of the assets and liabilities contributed by Suez. The list below is merely informational and is not limited to said items: the merger constitutes a universal transfer of assets and liabilities and all the assets and liabilities (including off-balance sheet commitments and sureties relating thereto) shall be transferred to Gaz de France in the state they are in on the date of the merger. The assets contributed by Suez on the basis of the merger include all the company’s assets a non-limited list of which is given below on the basis of the Suez financial statements at 31 December 2007: Gross Value Amort. prov. Net Value In Euros Intangible assets ...... 34,071,695 18,320,983 15,750,712 Tangible assets ...... 13,162,584 8,596,409 4,566,175 Financial assets...... 39,656,909,330 2,751,763,839 36,905,145,491 Equity securities 38,203,586,120 2,509,397,987 33,694,188,133 Long-term investments 1,204,180,261 396,800 1,203,783,461 Receivables related to long-term investments 240,716,265 240,713,686 2,579 Other financial assets 8,426,684 1,255,365 7,171,319 Current Assets ...... 777,736,888 12,616,492 765,120,396 Asset adjustment accounts and consolidation difference ...... 46,415,236 0 46,415,236 Total at 12/31/2007 of contributed Suez assets ...... 40,528,295,733 2,791,297,723 37,736,998,010

The contribution/merger of Suez is granted and accepted on the basis that Gaz de France shall bear all the liabilities of this company, in settlement of the company taken over, that is, on the basis of Suez’ financial statement at 31 December 2007, with the following main items : In Euros Provisions for risks and expenses ...... 249,685,167 Financial debts ...... 499,625,668 Operating debts ...... 145,444,149 Miscellaneous debts ...... 4,572,634 Adjustments and consolidation difference ...... 44,504,054 Total at 12/31/2007 of liabilities taken over ...... 943,831,672

Some number of internal reassignments at Suez will take place to the benefit of Suez Environment and its subsidiaries prior to merger. Transactions undertaken by Suez after 31 December 2007 shall be recorded in the accounts of Gaz de France on the basis of interim transactions undertaken by Suez. a) Simplified merger by absorption of Rivolam by Suez

193 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Prior to the merger by absorption of Suez by Gaz de France, Suez shall take over by means of simplified merger its wholly-owned subsidiary Rivolam. All Rivolam assets, comprised almost exclusively of Suez Environment Assets and Rivolam liabilities shall be transferred to Suez immediately before the Suez-Gaz de France merger. This simplified merger shall be undertaken at net book value and shall take effect retroactively to the tax and accounting plans at 1 January 2008.

This transaction shall be recorded in the books of Gaz de France on the basis of Suez interim period transactions. This undertaking shall have no effect on Suez’ equity. The negative amount (mali technique) arising from the difference in the value of the net assets contributed by Rivolam and the final value of the Rivolam shares entered in the Suez books, i.e., A714, 957, 952 shall be recorded under intangible assets in the Gaz de France books as part of the restatement of the interim period transactions.

b) Suez contribution to Suez Environnement Company of its entire equity stake in Suez Environment and distribution of 65% of Suez Environnement Company by Suez to its shareholders (other than Suez shareholders).

Following the merger by absorption of Rivolam, Suez shall contribute the entirety of its equity stake in Suez Environment to the Suez Environnement Company by means of contribution governed by the spin-off regime. The transaction shall be undertaken at net book value and be retroactive to the accounting and tax plan at January 1, 2008.

This transaction shall be recorded in the books of Gaz de France on the basis of Suez interim period transactions. This undertaking shall have no effect on Suez’ equity given that the transaction is a net book value transaction. Indeed, the Suez Environnement Company shares handed over in exchange for the contribution of Suez Envi- ronnement Shares shall be recorded at the same value as the value of the Suez Environnement shares in the Suez books, with the negative amount (mali technique) arising on the basis of the merger by absorption of Rivolam by Suez being kept on the Suez books.

Immediately following the contribution and prior to the Suez-Gaz de France merger, a portion of the Suez Environnement Company’s shares issued in payment for the contribution, representing 65% of the equity of the Suez Environnement Company at the date of the distribution shall be distributed by Suez to its shareholders (other than itself) pro rata to their equity stake in Suez.

Contingent on the issuance of the tax authorizations requested for the purpose of submitting the aforementioned contribution and distribution to the preferential treatment set out in Articles 210 B and 115-2 of the French General Tax Code, which was approved in principle by the French General Tax Authority in letters dated June 3, 2008, the distribution planned in this manner shall reduce the net asset contribution by Suez by the portion of the book value recorded in the Suez books for the shares of Suez Environnement Company distributed in this manner and the portion of the negative amount (mali technique) relating to said shares.

c) Miscellaneous

Equity increases undertaken after January 1, 2008 must also be taken into account as should the treasury shares or dividend distributions on the basis of fiscal 2007.

The contributed net assets are thus itemized as follows:

In Euros Suez Assets transferred at 31 December 2007 ...... 37,736,998,010 Liabilities to be borne as of 31 December 2007 ...... (943,831,672) Net assets contributed before adjustment ...... 36,793,166,338 Price of capital increases undertaken since January 1, 2008 ...... 47,810,633 Book value of Suez treasury shares after 31 December 2007...... (1,456,840,674) Dividends distributed by Suez on the basis of fiscal 2007 ...... (1,728,994,451) Distribution of Suez Environnement Company shares (plus the portion of the negative amount of the Suez Environnement Company shares distributed) that will be allocated to Suez shareholder before the merger ...... (4,467,539,790) Net Assets Contributed ...... 29,187,602,056

194 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 1.6. Consideration of contributions

The basis of the merger parity offered to Suez and de Gaz de France shareholders is 21 Gaz de France shares for 22 Suez shares.

Pursuant to Article L.236-3 of the Commercial Code, there will no exchange of i) Suez treasury shares or ii) Suez shares owned by Gaz de France. On the date the merger agreement is signed, Suez owns 35, 724, 397 treasury shares and Gaz de France owns 8, 049, 212 Suez shares.

As a result, by applying the aforementioned ratio, 1, 207, 660, 692 new Gaz de France shares with a par value of A1 each, fully paid up, will be created by Gaz de France on the basis of increasing its equity by A1,207,660,692.

The newly created shares will be allocated to the stockholders of the 1, 265, 168, 344 shares of Suez equity at the date of these presents, proportionally to their equity interest, minus the 35, 724, 397 Suez treasury shares and the 8, 049, 212 Suez shares owned by Gaz de France. The Suez program for buying back its own shares was suspended on May 28, 2008 at market close and the exercise of Suez warrants was suspended on May 22, 2008 at market close.

Gaz de France equity will thereby increase from A983, 871, 988 to A2, 191, 532, 680.

Merger Premium

Subject to possible adjustments the principle for which is determined by the merger agreement, the merger premium is the difference between:

— the amount of the portion (excluding treasury shares) of net assets contributed by Suez (that corresponds to the shares not owned by Gaz de France)1

A28, 963, 905, 475

— and the amount of the capital increase to be allocated to shareholders other than Suez A1, 207, 660, 692

That is ...... A27,756,244,783

It could receive the entire allocation pursuant to current principles in force, decided by the shareholders’ meeting. By express agreement, it is hereby noted that a proposal will be submitted to Gaz de France shareholders at an extraordinary meeting convened for purposes of approving the merger plan to authorize the Board of Directors to proceed with withholding any amount from the merger premium with a view to (i) reconstituting, in the liabilities of the company, the regulated reserves and provisions that exist on the Suez balance sheet ii) impute all expenses, fees, royalties and taxes committed or due as part of the merger transaction iii) to withhold from said merger premium the amounts required for fully funding the legal reserves iv) and cancel the distribution received by Gaz de France from Suez during the interim period (between the date of effect and the date of the merger).

Merger Loss (loss on cancelled shares)

The cancellation of Suez shares owned by Gaz de France will give rise to a merger loss of A32, 385, 223 Euros determined as follows:

The amount of the portion (excluding treasury shares) of net assets contributed by Suez through the merger (that corresponds to the shares owned by Gaz de France) is ...... A223,696,581 The net book value of the Suez shares owned by Gaz de France is...... A256,081,804 The difference represents the merger loss, which is:...... A32,385,223

This merger loss shall be, given its nature, recorded as an asset on the Gaz de France balance sheet under intangible assets. It will, furthermore, be allocated to the various assets contributed in a non-accounting manner, with any later sale of any one of these assets normally giving rise to a write-back to income of the portion of the merger loss allocated to it. 1 Before restatements for distributions of the interim period, minus the entirety of said distributions.

195 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 2. PROCEDURES UNDERTAKEN AND SCOPE OF OUR WORK 2.1. Procedures undertaken We have undertaken the procedures that we deemed necessary pursuant to the professional doctrine of the Compagnie Nationale des Commissaires aux Comptes (National Auditors Association) that apply to this type of mission, for purposes of: — reviewing the reality of the contributed assets and the completeness of the liabilities transferred; — analyzing the individual values proposed in the merger agreement; — reviewing the value of the contributions overall and to assure ourselves that the events that occurred during the period of retroactivity would not be likely to jeopardize the values retained. Specifically: — we met with members of management of Suez and Gaz de France as well as their respective advisors who presented to us the general economic picture of the transact ion; — we learned of the merger prospectus to be submitted for approval to the AMF, drawn up by the parties during this transaction and appended to the reports of the Board of Directors of each of the two groups ; — we learned of the merger project and its appendices that are to be submitted to the Board of Directors of both groups for their approval ; — we assured ourselves that the auditors had certified without reservations the financial statements and consolidated financial statements of Suez for fiscal 2007; — we learned of documents presented by the auditors, to Suez’ audit committee on February 25, 2008 on the basis of consolidated financial statements at 31 December 2007; — we received communications of mission letters from the auditors and letters of affirmation and the appendices thereof obtained by the latter from Suez Management on the basis of financial statements and consolidated financial statements for fiscal 2007; — we learned of the summaries of the internal audit work undertaken during fiscal 2006 and 2007, and presented to Suez’ Audit Committee; — we examined the information of a public nature of the Suez group covering more particularly the document of reference for fiscal 2007, the press releases for 2007 and early 2008 and the publication of Sales at 31 March 2008; — Beyond this publicly available information, our procedures focused on: • analyzing information in the minutes of the Suez Board Meetings for 2007 and early 2008; • reviewing a memo from the Suez’ legal department centralizing the work of the operational units with regard to unexpected situations and risks relating to the merger and the actions to be undertaken; • examining the ownership of the main equity shares owned directly and indirectly by Suez; — we received an affirmation letter signed by Suez directors regarding major points in the merger which we did not specifically examine or about which we received no communication for reasons of confidentiality; in particular, we obtained the assurance that the events coming after the year-end closing at 31 December 2007 and brought to our attention do not jeopardize in a significant manner the value of the Suez company’s assets; — we relied on the work we had performed to arrive at our assessment of the consideration of contributions. A description of these procedures is given in our report on the consideration of contributions.

2.2. Scope of our work Our mission aimed to enlighten the shareholders of the Gaz de France company on the nature of the contributions of the Suez company, the assessment methods used, and our assessment of it. It should not be understood as a due diligence mission undertaken by a lender or acquirer and it does not contain all the work required for that type of mission. Our report may therefore not be used in those circumstances. We had no direct contact with the auditors and, a fortiori, given the rules governing professional secrecy, we were not in a position to learn of their working files.

196 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 We did not have access to the various tasks or conclusions drawn from the accounting, legal and financial due diligence undertaken by the Gaz de France group and its advisors on the Suez group.

We consulted the legal, accounting and financial documentation of the Suez group only once, given the concern for confidentiality expressed by the parties to the merger. We point out that the following data was only communicated to us verbally by group Suez during the phase of our work performed in the second quarter of 2008.

This forward-looking data was discussed with the management of the Suez and Gaz de France companies and completed during verbal exchanges with the latter but did not give rise, due to their general nature, to an in-depth review by business unit, in particular, with regard to elements thought to be strategic, or to all the simulations we might have thought to be useful. In these circumstances, we were not able to build a bottom-up picture of these projections. Regarding Suez’ Environment unit, the same limitation described above for Suez and Gaz de France applies to the sub-segment analysis and the level of comments and simulations relating thereto.

The projections were drawn up during the first quarter of 2007 by the Gaz de France and Suez groups. They have not been updated following publication of quarterly and annual earnings of the two groups. We did, however, obtain an analysis of the gap between 2007 and 2008 projections and the 2007 actuals achieved at the end of December 2007 and the 2008 budget. It was confirmed to us that the differences we observed do not jeopardize the projections communicated in terms of profitability and capital expenditure for the 2009-2010 period.

3. ASSESSMENT OF THE VALUE OF THE CONTRIBUTIONS

3.1 Methodology for valuation of the contributions

Pursuant to Regulation No. 2004-01 of May 4, 2004 of the Accounting Regulations’ Committee for the accounting treatment of mergers and transactions classified as mergers, the merger by absorption of Suez by Gaz de France is undertaken on the basis of the book value of the assets and liabilities transferred by Suez. Indeed, this transaction between Gaz de France and Suez which are entities under different control according to the meaning of said regulation is from an accounting standpoint a “reverse” merger since the present shareholders of the Suez company being absorbed (outside Suez) will have control of the new GDF SUEZ entity that is to come out of the merger as they will own more than half the post-merger equity.

The methodology used for valuation of the contributions calls for no particular comment by us.

3.2 Assessment of the individual values contributed

The assets and liabilities contributed are the ones in the financial statements of the Suez company at 31 December 2007. The statements were certified without reservation by the auditors on March 17, 2008. They were approved at the Suez shareholders’ meeting of May 6, 2008.

The net assets contributed are mainly composed of equity shares, mostly, the shares owned in the Suez Electrabel companies that bring together the units under the Suez Energie and Suez Environment after the prior merger by absorption of Rivolam by Suez with retroactive effect to January 1, 2008.

We assessed the contribution values of the significant equity stakes by allocating to them the portion of valuation of the business unit we thought pertinent, such as arising from our work on the exchange parity. Our analyses led us to conclude that the ranges of the values of the significant equity stakes of Suez are higher than the contribution values.

3.3 Direct approach to the value of the contributions considered overall

We assessed the value of the contributed net assets based on an overall approach to the valuation of Suez. With this objective, we also relied on our work on the exchange parity. Our analyses and conclusions corroborate that the overall value of the contribution is greater than the net assets contributed.

To date, we have found no significant fact or event that might jeopardize the value of the net assets contributed and no such fact or event has been pointed out to us by Suez.

4. CONCLUSION

Upon the conclusion of our work, we are of the opinion that the value of the contributions — after distribution by Suez to its shareholders (itself not included) of 65% of Suez Environnement Company of A29,187,602,056, is not

197 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 overvalued, and, as a result, that the net assets contributed are at least equal to the amount of the capital increase of the absorbing company, plus the issue premium.

Paris, June 11, 2008

Merger Auditors

René Ricol Dominique Ledouble Vincent Baillot

Auditors,

Members of the Compagnies régionales de Paris et Versailles

198 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 4 Fairness opinion The original valuation report was delivered by Oddo Corporate Finance to the Board of Directors of Suez, S.A. in French. The following is an English free translation of the valuation report provided for information purposes only, and is qualified in its entirety by reference to the original French-language valuation report which is annexed to the French prospectus related to the listing of the new shares to be issued upon consummation of the proposed merger (prospectus établi à l’occasion de l’émission et de l’admission des actions GDF Suez résultant de la fusion par absorption de Suez par Gaz de France) approved by the French Autorité des Marchés Financiers and is available on the French Autorité des Marchés Financiers’ website at the following address: http://www.amf-france.org. This English free translation was prepared by a translation services company and not by Oddo Corporate Finance or its representatives. Oddo Corporate Finance disclaims any responsibility for any errors or omissions in the translation. In case of inconsistency with the English translation, the Oddo valuation report in French shall control.

INDEPENDENT VALUATION REPORT In connection with the merger of Suez with and into Gaz de France where Gaz de France will be the surviving company

1. INTRODUCTION...... 202 1.1. COMPANIES INVOLVED IN THE TRANSACTION...... 202 1.1.1 Presentation of Gaz de France, the surviving company ...... 202 1.1.2 Presentation of Suez, the merged company ...... 202 1.2. EXISTING RELATIONS BETWEEN GAZ DE FRANCE AND SUEZ ...... 202 COMMON BOARD DIRECTORS...... 202 SUBSIDIARIES HELD JOINTLY AND DEPENDENCE TOWARDS THE SAME GROUP ...... 202 1.3. TERMS OF THE MERGER ...... 203 1.3.1 Context ...... k 2. PRESENTATION OF ODDO CORPORATE FINANCE ...... 204 3. LIST OF THE RECENT VALUATION WORKS CONDUCTED BY ODDO CORPORATE FINANCE ...... 204 4. CERTIFICATE OF INDEPENDENCE...... 204 5. AMOUNT OF THE COMPENSATION RECEIVED BY ODDO CORPORATE FINANCE .... 205 6. DESCRIPTION OF THE DILIGENCES PERFORMED BY ODDO CORPORATE FINANCE ...... 205 7. SUMMARY PRESENTATION OF THE COMPANIES INVOLVED IN THE TRANSACTION ...... 207 7.1. PRESENTATION OF SUEZ ...... 207 7.1.1 Suez Energie Europe (SEE)...... 207 7.1.2 Suez Energie International (SEI) ...... 208 7.1.3 Suez Energie Services (SES) ...... 208 7.1.4 Suez Environnement (SE) ...... 208 7.2. PRESENTATION OF GAZ DE FRANCE ...... 209 7.2.1 Exploration-Production ...... 209 7.2.2 Energy Purchase-Sale ...... 210 7.2.3 Services ...... 210 7.2.4 Transportation-Storage ...... 210 7.2.5 Distribution France ...... 211 7.2.6 Transportation-Distribution International ...... 211 8. METHODOLOGIES ...... 211 8.1. METHODOLOGIES FOLLOWED ...... 211 8.1.1 Multi-criteria valuation approach to the Exchange Ratio ...... 211

199 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 8.1.2 Analysis of the characteristics of the Transaction ...... 212 8.2. METHODOLOGIES NOT FOLLOWED ...... 212 8.3. OTHER FACTORS USED IN THE METHODOLOGIES ...... 213 8.3.1 Suez ...... 213 8.3.2 Gaz de France ...... 214 9. MARKET APPROACH TO THE EXCHANGE RATIO ...... 214 9.1. TRADE PRICE METHODOLOGY ...... 215 9.1.1 Market analysis of the Exchange Ratio ...... 215 9.1.2 Analysis of the implicit market value of Suez Environnement...... 223 9.2. ANALYSTS’ TARGET PRICES METHODOLOGY ...... 224 9.2.1 Adjusted Suez...... 224 9.2.2 Gaz de France ...... 225 9.2.3 Summary of conclusions ...... 225 9.3. COMPARABLE TRADING COMPANIES METHODOLOGY ...... 225 9.3.1 Adjusted Suez...... 226 9.3.2 Gaz de France ...... 227 9.3.3 Summary of conclusions ...... 228 9.4. SUMMARY OF CONCLUSIONS OF THE MARKET APPROACH ...... 229 10. INTRINSIC APPROACH TO THE EXCHANGE RATIO ...... 229 10.1. VALUATION OF ADJUSTED SUEZ ...... 229 10.1.1 Methodology...... 229 10.1.2 Valuation of Suez Energie Europe (SEE) ...... 230 10.1.3 Valuation of Suez Energie International (SEI) ...... 231 10.1.4 Valuation of Suez Energie Services (SES) ...... 232 10.1.5 Valuation of Suez Environnement (SE) ...... 232 10.1.6 Summary of conclusions regarding the valuation of Adjusted Suez ...... 233 10.2. VALUATION OF GAZ DE FRANCE...... 233 10.2.1 Methodology...... 233 10.2.2 Valuation of Exploration Production ...... 235 10.2.3 Valuation of Energy-Purchase & Sales ...... 235 10.2.4 Valuation of Services ...... 236 10.2.5 Evaluation of Transportation-Storage ...... 237 10.2.6 Distribution France ...... 237 10.2.7 Transportation-Distribution International ...... 237 10.2.8 Summary of conclusions of the Gaz de France valuation ...... 238 10.3. SUMMARY OF CONCLUSIONS OF THE INTRINSIC APPROACH ...... 238 11. ANALYSIS OF THE CHARACTERISTICS OF THE TRANSACTION ...... 239 11.1. FINANCIAL TERMS OF THE TRANSACTION ...... 239 11.1.1 Analysis of the impact of the synergies resulting from the Transaction for the Suez shareholders ...... 239 11.1.2 Analysis of the implied multiples of Adjusted Suez in the context of the Transaction ..... 239

200 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 11.2. CONTEXT OF THE TRANSACTION ...... 240 11.2.1 Negotiation process between Suez and Gaz de France that led to the Transaction ...... 240 11.2.2 Role of the State in mergers and acquisitions in the energy sector ...... 241 11.2.3 Analysis of Remedies ...... 246 11.3. ANALYSIS OF THE DISTRIBUTION OF SUEZ ENVIRONNEMENT COMPANY ...... 246 12. CRITICAL ANALYSIS OF THE VALUATION MADE BY THE FINANCIAL ADVISORS TO SUEZ ...... 250 12.1. COMMENTS ON THE METHODOLOGICAL APPROACH ...... 250 12.2. COMMENTS ON THE METHODOLOGIES USED ...... 250 12.2.1 Calculating the equity value from the enterprise value ...... 250 12.2.2 The trade price methodology ...... 251 12.2.3 Analysts’ target price methodology ...... 251 12.2.4 The trading comparables methodology ...... 251 12.2.5 Discounted cash flow methodology ...... 251 13. FAIRNESS OPINION ...... 252

201 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 1. Introduction To the Board of Directors of the Suez company: In the context of the proposed merger of Suez with and into Gaz de France where Gaz de France will be the surviving company (hereinafter the “Transaction”), we have been asked, as independent expert appointed by the board of directors of Suez, to provide an opinion as to the fairness from a financial point of view of the merger exchange ratio proposed to the shareholders of the two companies. We conducted our work pursuant to the provisions of Articles 262-1 et seq. of the General Regulations of the French Autorité des Marchés Financiers (hereinafter the “AMF”), its implementing instruction No. 2006-08 of July 25, 2006 governing independent valuations and the AMF recommendations of September 28, 2006, amended on October 19, 2006. Our diligences are described in section 6 below.

1.1. Companies involved in the Transaction 1.1.1 Presentation of Gaz de France, the surviving company Gaz de France SA is a French company with registered offices at 23 rue Philibert Delorme 75017 Paris, France, registered under No. B 542 107 651 with the Paris Trade and Companies Registry (hereinafter “Gaz de France”). Gaz de France, initially incorporated as a public industrial and commercial establishment (EPIC) on April 8, 1946, has been French société anonyme (joint stock company) with a Board of Directors since November 20, 2004. The share capital of Gaz de France currently amounts to A983,871,988. It is divided into 983,871,988 shares, each with a par value of 1 euro, all fully paid up and of the same class. These shares are listed on Euronext Paris (Compartment A).

1.1.2 Presentation of Suez, the merged company Suez SA is a French company with registered offices at 16 rue de la Ville l’Evêque 75008 Paris, France, registered under No. B 542 062 559 with the Paris Trade and Companies Registry (hereinafter “Suez”). Suez is a French société anonyme with a Board of Directors, resulting from the merger of Compagnie de Suez and Lyonnaise des Eaux in June 1997. The share capital of Suez currently amounts to A2,617,883,906. It is divided into 1,308,941,953 shares, each with a par value of A2, all fully paid up and of the same class. These shares are listed on Euronext Paris (Compartment A), on the Euronext Brussels exchange, on the official list of the Luxembourg exchange, on the Swiss Exchange (SWX), and are offered as American Depositary Shares.

1.2. Existing relations between Gaz de France and Suez Capital relations between the two companies Gaz de France directly holds 8,049,212 shares of Suez, each with a par value of A2, representing 0.615% of the share capital of Suez based on the 1,308,941,953 shares outstanding as of the date of this report and 0.539% of the voting rights of Suez based on the 1,491,841,800 voting rights outstanding as of June 2, 2008. Suez indirectly holds 9,800,000 shares of Gaz de France each with a par value of A1, representing 0.996% of the share capital and voting rights of Gaz de France based on the 983,871,988 outstanding shares and voting rights.

Common board directors As of the date of this report (hereinafter the “Report”), Gaz de France and Suez have no common board directors.

Subsidiaries held jointly and dependence towards the same group Gaz de France and Suez, through its subsidiary Fluxys, exercise joint control over Segeo SA (Société Européenne du Gazoduc Est-Ouest). Gaz de France holds 25% of Segeo SA and Fluxys, which is controlled by Suez, holds 75% of Segeo. Segeo owns the infrastructure conveying natural gas between Gravenvoeren (Fouron-le-Comte) and Blaregnies. This facility, operated by Fluxys, carries gas intended for Belgium and France. Gaz de France undertook before the European Commission, in the context of the authorization granted by the Commission with respect to the Transaction, to sell its stake in Segeo to Fluxys.

202 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Gaz de France and Suez hold, through GDF International and Fluxys, 47.5% and 5% respectively of the share capital of C4Gas SAS, which operates as a purchasing pool for non-gas products and services. Gaz de France and Suez hold a joint indirect interest in the Climespace company, which specializes in cold network concessions awarded by local public authorities. Gaz de France (through Cofathec) controls 50% of the share capital of Climespace and Suez (through Elyo and Compagnie Parisienne de Chauffage Urbain) the remaining 50%. At the end of April 2008, following the granting of the authorization by the European competition authorities, Suez and Gaz de France completed the acquisition of Teesside Power Limited. Gaz de France and Suez, through their subsidiaries, each hold 50% of this company and have entered into a shareholders’ agreement providing for a joint control. Following the Transaction, Teesside Power Limited will belong to the Energy Europe division, within the Energy Europe and International branch.

1.3. Terms of the merger On September 2, 2007, the Boards of Directors of Suez and Gaz de France approved the new guidelines of the contemplated merger of Suez with and into Gaz de France to form a new GDF SUEZ Group (“GDF SUEZ”). This decision was announced in a joint press release on September 3, 2007. The merger of Suez with and into Gaz de France provides for an exchange ratio of 21 Gaz de France shares for 22 shares of Suez shares, which represents approximately 0.9545 Gaz de France share for 1 Suez share (hereinafter the “Exchange Ratio”) and before the consummation of the merger the following transactions will occur: i) the merger of Rivolam with and into Suez through a simplified merger; Rivolam is a French société anonyme wholly owned by Suez, whose principal asset consists in the shares of Suez Environnement, and Suez Environnement holds with its subsidiaries, after the consummation of internal restructuring operations, all the environmental businesses of Suez, as described in the prospectus filed for the listing of the shares of Suez Environnement Company for trading on Euronext Paris; ii) the contribution by Suez, governed by the legal rules applicable to spin offs, of all the shares composing the share capital of Suez Environnement (hereinafter “Suez Environnement”) to an ad hoc company (hereinafter “Suez Environnement Company”); iii) the distribution by Suez to its shareholders (excluding itself) of 65% of the shares of Suez Environ- nement Company outstanding following the contribution (hereinafter, together with the contribution described in paragraph (ii), the “Spin Off-Distribution”); iv) The shares of Suez Environnement Company will be on Euronext Paris following the consummation of the Transaction. In this Report, the Exchange Ratio has been assessed on the basis on the perimeter of Suez following the Spin Off- Distribution (“Adjusted Suez”). The value per share of Adjusted Suez has, therefore, been assessed on the basis of the value of the Suez equity less 65% of the value of the equity of Suez Environnement Company. This Report is only issued to the attention of the Suez Board of Directors, and, pursuant to the AMF regulations, will be included in the prospectus prepared in connection with the merger of Suez with and into Gaz de France. The English translation of this Report will be inserted in the Form F-4 filed with the Securities and Exchange Commission. The Report and the conclusions herein do not constitute a recommendation to a shareholder of Suez or Suez Environnement Company as to how such shareholder or any other person should vote or act on any matter relating to the Transaction. In conducting its analysis, Oddo Corporate Finance used the documents and information received from Suez, Suez Environnement, Gaz de France, Suez’s financial advisors, BNP Paribas and JP Morgan (hereinafter the “Financial Advisors”) without being responsible for verifying the accuracy or completeness of these documents and information or for approving them. Likewise, Oddo Corporate Finance was not in charge of checking the accuracy of the historical data and the projections or forecasts used in this Report and its work has been limited to verifying their probability and consistency. The Report consists of several distinct sections: — Sections 2 to 6 provide for a summary presentation related to Oddo Corporate Finance, the valuation works conducted during the last twelve months, the work performed in the context of this assignment, and the certificate of independence of Oddo Corporate Finance;

203 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — Section 7 provides for a summary presentation of Suez and Gaz de France groups;

— Sections 8, 9, 10, 11 and 12 describe the valuation works conducted by Oddo Corporate Finance and analyze the characteristics of the Transaction;

— Section 13 presents a critical analysis of the evaluation conducted by Suez’ Financial Advisors;

— Finally, Section 14 presents the conclusions as to the fairness of the Exchange Ratio from a financial point of view to the Suez shareholders.

2. Presentation of Oddo Corporate Finance

Oddo Corporate Finance is one of the subsidiaries of the Oddo et Cie group, which has various businesses in two principal areas:

— the investment banking businesses, which include i) securities trading through Oddo Securities (sale and brokerage); ii) the corporate finance businesses through Oddo Corporate Finance, and iii) Oddo Services (account custody and administration);

— the asset management businesses through Oddo Banque Privée and Oddo Asset Management.

The Oddo et Cie group, founded in 1849, is the leading French independent financial group. It has grown to date primarily through the acquisition of various entities, including Delahaye Finance (1997), Pinatton SCA (2000), NFMDA (2003), as well as the European stock brokerage operations of Crédit Lyonnais (2004) and Cyril Finance (2005).

Today, 80% of Oddo et Cie’s capital is owned by management and 20% by Allianz. As of December 31, 2007, its equity amounted to approximately A281 m and the group employed nearly 800 employees.

After having been approved as a financial company (statut de société financière) in 2005, Oddo et Cie has been approved as a private bank (statut de banque privée) since February 21, 2007.

Its subsidiary Oddo Corporate Finance holds all the investment banking operations. It employs 40 specialists; Oddo Corporate Finance offers equity services including advising on mergers and acquisitions, LBOs, tender offers, IPOs, stock and bond placements, financing, corporate broking activities, and enterprise valuation.

All the subsidiaries of the Oddo et Cie group are located in Paris and have additional premises in France (Lyon, Toulouse, Strasbourg and Lille) and abroad (Madrid and New York) for purposes of conducting certain equity, derivatives and structured products operations or private investment management.

The corporate offices of the group are located 12 boulevard de la Madeleine — 75440 Paris Cedex 09. Oddo Corporate Finance, a wholly owned subsidiary of Oddo et Cie, is a French partnership with shares (société en commandite par actions) with a share capital of A4,050,000 registered with the Paris Trade and Companies Registry under No. 317 665 289.

3. List of the recent valuation works conducted by Oddo Corporate Finance

Among the valuation works conducted by Oddo Corporate Finance which have been publicly disclosed, Oddo Corporate Finance has in particular carried out the following works in France in 2007:

— A fairness opinion on the standing offer (garantie de cours) followed by the squeeze-out on the Provimi group;

— A valuation report on the acceptability for the consolidated financial structure of the Provimi group of the distribution of an exceptional dividend resulting from the operations referred to above.

4. Certificate of independence

Notwithstanding the above, we hereby certify, for purposes of Article 261-4(II) of the AMF General Regulations, the absence of any past, present or future relations, known to us, between ourselves on the one hand and Gaz de France and Suez and their respective Financial Advisors on the other hand, which could affect our independence or the objectivity of our judgment during the performance of our assignment.

204 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 We have identified the situations described below as potentially falling within the scope of Article 1 of Instruc- tion No. 2006-08 of July 25, 2006 concerning independent valuation, adopted to implement Section VI of Book II of the AMF General Regulations (hereinafter the “Instruction”): (i) Oddo Securities regularly publishes financial analyses regarding Suez and Gaz de France. We believe that these publications do not place Oddo Corporate Finance in a situation of conflict of interests with the legal entities concerned by the Transaction and their advisors within the meaning of Article 261-4 of the AMF General Regulations and do not correspond to the situations described in Article 1 of the Instruction. In fact, the financial analysts at Oddo Securities who prepare the research reports are separate from the team responsible for preparing the Report by a strict Chinese wall. This Chinese wall ensures that the financial analysts of Oddo Securities do not have access to the confidential information held by the Oddo Corporate Finance team responsible for preparing the Report. Therefore, this Report has been prepared on the basis of information distinct from the information in the possession of the financial analysts at Oddo Securities who could issue an opinion different from the one expressed in this Report. (ii) In the ordinary course of its business, Oddo Asset Management, an entity of the Oddo et Cie group, holds shares of Suez and Gaz de France within its portfolio of UCITS and may buy, hold, sell or engage in any other type of transaction involving the securities or financial instruments of Suez and Gaz de France. However, given the very limited number of shares so held and the existence of Chinese walls within the Oddo et Cie group, we consider, pursuant to Article 261-4(II) of the AMF General Regulations and Article 1 of the Instruction, that these situations are not likely to affect our independence or the objectivity of our judgment.

5. Amount of the compensation received by Oddo Corporate Finance The compensation received by Oddo Corporate Finance for this fairness opinion amounts to A1,500,000 before taxes. This amount is not contingent upon the conclusions of this Report.

6. Description of the diligences performed by Oddo Corporate Finance In performing its assignment, Oddo Corporate Finance set up a team of five specialists. The members of the team are as follows: Name Position Franck Ceddaha ...... Managing partner (associé gérant) Laurent Durieux ...... Manager Benoît Perrin d’Arloz ...... Manager Florian Touchard ...... Senior Assistant (chargé d’affaires senior) Arnaud Saint-Clair ...... Senior Assistant (chargé d’affaires senior) Since the appointment of Oddo Corporate Finance by the board of directors of Suez on March 6, 2008, this dedicated team met on several occasions with: — the management of Suez, including its executive management, representatives of the group’s cost accounting (contrôle de gestion du groupe) and members of the corporate finance team; — the management of Suez Environnement, including executive its management and representatives of the group’s cost accounting (contrôle de gestion du groupe); — the management of Gaz de France, including its executive management and representatives of the Finance Department and the Strategic Department. We also conducted interviews with: — representatives of Suez Financial Advisors BNP Paribas and JP Morgan; — representatives of certain Suez shareholders, particularly Groupe Bruxelles Lambert and Sofina; — representatives of the French Autorité des Marchés Financiers; — representatives of the French Association for the defense of minority shareholders; — the appraisers in relating to the merger of Suez with and into Gaz de France (Commissaires à la fusion)

205 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 List of the main documents reviewed by Oddo Corporate Finance within the scope of its assignment Date of preparation of the documents Documents relating to the merger File sent to the European discussion authority on October 5, 2007 Agreement for the merger of Suez with and into Gaz de France and its schedules ...... Draft of May 27, 2008 Framework Agreement between Suez SA, Suez Finance SA, Suez Finance SA, Suez Environnement Company and Suez Environnement SA...... Draft of May 27, 2008 Agreement for the merger of Rivolam with and into Suez ...... Draft of May 27, 2008 Spin-Off Agreement between Suez and Suez Environnement Company . . . Draft of May 27, 2008 Prospectus relating to the issuance and listing of the GDF Suez shares upon consummation of the merger of Suez with and into Gaz de France and to be filed for approval by the AMF ...... Draft of May 16, 2008 Form-4 registration statement to be filed with the Securities and Exchange Commission ...... Draft of May 27, 2008 Letter from Knight Vinke Asset Management to the Board of Directors of Suez ...... November 17, 2006 Memorandum regarding the “remedies” (remèdes)...... May13,2008 Memorandum regarding the golden shares in the Suez and Gaz de France groups ...... April 11, 2008 Documents provided to the employee representative bodies of Suez and Gaz de France Clearing agreement for the Gaz de France/Suez merger between Caceis Corporate Trust, Suez and Gaz de France ...... Draft of June 3, 2008 Clearing agreement for the allocation of the shares of Suez Environnement Company between Caceis Corporate Trust and Suez ...... Draft of June 3, 2008 Report prepared by BNP Paribas and JP Morgan on the valuation items retained to assess the terms of the Transaction...... May21,2008 Memo regarding the accounting treatment of the Transaction ...... April 28, 2008 and May 19, 2008 Suez Consolidated financial projections 2007-2010 2007 Annual Report (document de reference) Consolidated financial statements (2005, 2006 and 2007) Draft resolutions to be submitted to the ordinary and extraordinary meeting of Suez on July 16, 2008 ...... Draft of May 27, 2008 Suez Environnement Consolidated financial projections 2007-2010 AMF prospectus prepared for the listing of the shares of Suez Environnement Company on Euronext Paris ...... Draft of May 13, 2008 Consolidated financial statements (2005, 2006 and 2007) By-laws of Suez Environnement Company ...... Draft of February 12, 2008 Shareholders’ agreement among the Principal Shareholders of Suez Environnement Company ...... Draft of May 28, 2008 Trademark license agreement between Suez and Suez Environnement .... Draft of June 2, 2008 Short form agreement relating to the transfer of the business in Argentina between Suez and Suez Environnement...... Draft of June 3, 2008 Agreement for the cooperation and the joint functions between Suez and Suez Environnement Company ...... Draft of May 22, 2008 Gaz de France Consolidated financial projections 2007-2010 2007 Annual Report Consolidated financial statements (2005, 2006 and 2007) Draft resolutions to be submitted to the ordinary and extraordinary meeting of Suez on July 16, 2008 ...... Draft of May 28, 2008

206 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 We considered that all information (whether from an economic, legal, tax, accounting or financial nature) that was provided to us by Suez, Suez Environnement, Gaz de France or Suez Financial Advisors in the context of our assignment was reliable and provided in good faith. We did not confirm or verify the 2007-2010 financial projections which were prepared during the first semester of 2007 by Suez, Suez Environnement and Gaz de France whether it be in terms of accuracy or completeness. We did, however, review the overall consistency of these prospective data as compared to the recent historical performances of each group and to the oral explanations given by Suez, Suez Environnement and Gaz de France concerning their prospects. Finally, even though our work is based on an analysis of the historical and prospective financial information of Suez, Suez Environnement and Gaz de France, it constitutes by no means an audit, or even a limited review of this financial information.

7. Summary presentation of the companies involved in the Transaction All the information included in this section derives from the public documents provided by the two groups.

7.1. Presentation of Suez Suez results from the merger between Compagnie de Suez and Lyonnaise des Eaux in June 1997. Compagnie de Suez, which built and operated the Suez canal until it was nationalized by the Egyptian government in 1956, became a holding company holding various equity interests in Belgium and France, notably in the financial services and energy industries. Lyonnaise des Eaux was a company with businesses diversified in the management and treatment of water and waste, construction, communication and management of technical facilities. Following this merger, Suez progressively ceased to be a conglomerate to become an international group specializing in the production of electricity and gas and related services. In addition, the group offers environmental services. Suez serves municipalities, businesses and consumers. In 2007, Suez recorded revenues of A47,475 m, a gross operating income1 of A7,965 m, a current operating income of A5,175 m and a net income, group share, of A3,924 m which compare for 2006 to A44,289 m, A7,083 m, A4,497 m and A3,606 m respectively. The net financial debt of the group as of December 31, 2007 amounted to A13,092 m, i.e. a debt ratio of 52.7%. As of May 16, 2008, the market value of Suez was A57.6 bn. The Suez group is composed of four divisions: — Suez Energie Europe (SEE, 37.1% of 2007 revenues): production, conveyance and distribution of electricity and gas in Europe; — Suez Energie International (SEI, 13.9% of 2007 revenues): production, conveyance and distribution of electricity and gas on international markets; — Suez Energie Services (SES, 23.7% of 2007 revenues): energy services, mainly in Europe (engineering, installation, maintenance and management of electrical or thermal equipment, pipeline systems and energy networks); — Suez Environnement (SE, 25.3% of 2007 revenues): environmental services, mainly in Europe (drinking water distribution and waste water treatment, design and construction of facilities, collection and treatment of industrial and hazardous waste). Suez generates about one-fourth of its revenues in France, one-fourth in Belgium and approximately one-third in other European countries. The balance of its revenues is recorded in North America, Asia, the Middle East and Africa.

7.1.1 Suez Energie Europe (SEE) Suez Energie Europe produces and supplies electricity, natural gas and energy products and services through its subsidiary Electrabel. In addition, Suez holds a 57.3% interest in Distrigaz (a trading company, the principal activity of which is to purchase and sell natural gas in Europe) and in Fluxys (the operator of the natural gas transportation infrastructure in Belgium).

1 According to Suez’s definition, gross operating income is defined as current operating income — net amortization, depreciation and provisions + financial income excluding interest + share in the income/loss of associates — share based payment — net disbursements under concession contracts

207 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In 2007, Suez Energie Europe recorded revenues of A17,610 m, gross operating income of A3,574 m, and a current operating income of A2,622 m compare in 2006 to A15,971 m, A3,060 m and A2,141 m respectively. Electrabel represents 86.4% of the revenues of Suez Energie Europe (A15,222 m), and Fluxys and Distrigaz represent 13.6% (A2,388 m).

7.1.2 Suez Energie International (SEI) Suez Energie International focuses on the production, conveyance and distribution of electricity and the transport and distribution of natural gas. The group operates in North America, Latin America, the Middle East, Asia and Africa. Finally, this division includes the liquefied natural gas operations (production, liquefaction, transport, regasification). In 2007, Suez Energie International generated revenues of A6,577 m, gross operating income of A1,666 m, and a current operating income of A1,204 m which compare in 2006 to A6,242 m, A1,566 million and A1,099 m respectively. Suez Energie International earned 55.0% of its 2007 revenues in North America (A3,618 m), 26.2% in Latin America (A1,726 m) and 16.5% in the Middle East, Asia and Africa (A1,084 m). The other countries represented 2.3% of the revenues.

7.1.3 Suez Energie Services (SES) Suez Energie Services offers to its customers (industry, tertiary, public authorities and administrations) services related to the energy sector: — engineering and design through its subsidiary Tractebel Engineering, particularly engineering and consulting solutions for facilities - feasibility studies, operational and maintenance assistance, dismantling); — installation and maintenance of electrical, mechanical and air conditioning plants , through its subsidiaries Axima, Endel, Ineo, Fabricom GTI, GTI and Seitha; — energy services such as managing the energy and utilities necessary for industrial processes, maintenance of thermal and technical equipment, facility management and management of urban heating and cooling networks through its subsidiaries Elyo and Axima Services. Suez Energie Services also includes electricity and gas companies specializing in electrical production and distribution in Monaco and in the Pacific. In 2007, Suez Energie Services generated revenues of 11,266 m, a gross operating income of A801 m and a current operating income of A555 m which compare in 2006 to A10,637 m, A591 m and A392 million respectively. Suez Energie Services recorded 50% of its 2007 revenues in France (A5,633 m), 28% in the Benelux countries (A3,154 m) and 22% on international markets (A2,478 m).

7.1.4 Suez Environnement (SE) Suez Environnement operates in the water and waste management industries. In the water industry, Suez Environnement covers the entire value chain of the water cycle: studies, modeling of underground water tables, design and construction of drinking water production plants, treatment of waste water and treatment of sludge. The group ensures the distribution to consumers, collects and treats waste water, manages and recycles the waste resulting from household and industrial activities. Suez Environnement serves approximately 68 million people with drinking water worldwide. Suez Environnement also provides consulting and design services related to these activities. Suez Environnement also operates on the entire waste management cycle under the Sita brand: collection of non- hazardous waste for municipalities and businesses, sorting, pre-treatment, recycling and recovery, management of hazardous wastes, soil rehabilitation (treatment of sites, soil, dismantling and reconversion of buildings) dis- assembly of vehicles, aircraft and ships, and urban sanitation and cleaning services (maintenance of urban assets, maintenance of municipal networks). At the end of 2007, Suez Environnement offered collection operations to nearly 46 million individuals, used a fleet of 11,800 vehicles, operated 116 composting sites, 47 incineration sites, 564 sorting and transfer stations, and 146 storage centers.

208 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In 2007, Suez Environnement earned revenues of A12,022 m, a gross operating income of A2,102 m and a current operating income of A1,077 m, compared with A11,439 m, A1,983 m and A1,044 m respectively in 2006. Suez Environnement recorded 45.8% of its 2007 revenues in the Europe Waste Treatment segment (A5,508 m), 32.4% in the Water Europe segment (A3,897 m) and 21.8% on international markets (A2,617 m).

7.2. Presentation of Gaz de France Formed as a state-owned company (EPIC) by the law nationalizing the gas industry in 1946, the goal of Gaz de France was initially to manage the production and distribution of gas, which was for the most part manufactured before the discovery of a natural gas field at Lacq in the early 1950’s. In addition to national gas production and in response to a steadily growing demand, Gaz de France moved toward the businesses of trading, transport and distribution of natural gas. The group then initiated a policy of supply contracts abroad (the first was signed with Algeria in 1964). In the context of its strategy to diversify its resources, Gaz de France also participated in major transport infrastructure projects: transit gas pipelines, then liquefied natural gas (LNG) chains. In France, the development of these infrastructures included the expansion of the distribution network to small end customers. In addition, Gaz de France developed natural gas storage capacities to ensure the continuity of deliveries and offset seasonal changes in demand and prices. Early in the 1990’s, Gaz de France drove its international expansion in the context of a deregulation of the energy markets, taking significant positions in gas distribution and marketing operations in Germany, Italy, the United Kingdom, Belgium and even in the countries of Central and Eastern Europe. In order to control a portion of its supplies and to control costs, Gaz de France at the same time started its exploration and production activities, and moved into electricity production and sale. Today, Gaz de France is the leading natural gas supplier in France, and one of the European leaders. Through its subsidiary GRTgaz, Gaz de France is also the operator of the longest European high-pressure transportation network and operates, through its subsidiary GrDF, the longest European distribution network. Gaz de France has a portfolio of about 11 million customers in France and a share of 3.7 million customers abroad, primarily in Europe. In 2007, the group sold 730 TWh of natural gas. In 2007, Gaz de France generated consolidated revenues of A27,427 m a Gross Operating Income2 of A5,666 m and a net income, excluding minority interests, of A2,472 m. As of December 31, 2007, the net financial debt3 of Gaz de France amounted to A2,734 m. Its market value was A40.6 bn as of May 16, 2008. The group is composed of six business segments within two areas of business: — The Energy Supply and Services business includes the following segments: • Exploration-Production; • Energy Purchase-Sale; • Services. — The Infrastructures business holds all the transportation and distribution activities in the following areas: • Transportation-Storage; • Distribution France; • Transportation-Distribution International.

7.2.1 Exploration-Production In order to directly control a portion of its supplies and the related costs, Gaz de France had 667 Mboe of proven and probable reserves (2P reserves), 74% of which were natural gas and 26% liquid hydrocarbons in 2007. These reserves are primarily located in Norway (48% of the proven and probable reserves in 2007), in Germany (23%), the Netherlands (15%) and in the United Kingdom (11%). This level of proven and probable reserves does not, however, include the reserves from Touat (Algeria), which should be included in 2008.

2 Gross operating income as defined by Gaz de France, i.e. before replacement expenses relating to the concession and the employees’ shareholding. 3 Excluding the impact of financial instruments

209 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In 2007, the production of 42.4 Mboe came from: the Netherlands (34%), Germany (28%), the United Kingdom (27%), and Norway (10%). Nearly half of the natural gas production was sold to the Energy Purchase-Sale business segment. In 2007, the Exploration-Production operations generated revenues of A1,717 m and a gross operating income of A1,127 m, compared with A1,659 m and A1,270 m respectively in 2006.

7.2.2 Energy Purchase-Sale This business segment includes mainly the marketing and trading of gas and, to a certain extent, electricity businesses and certain related services (which include electric production). In 2007, natural gas sales by the Energy Purchase-Sale segment totaled 609 TWh, and electricity sales 17.6 TWh. Two-thirds of the natural gas sales were made to French customers (versus 21% to international customers), 41% of which were business customers (primarily professionals, small and medium businesses, apartments, certain private and public tertiary customers and local public authorities), 31% were residential customers and 22% were major industrial and commercial customers. Gaz de France organizes its supplies by relying primarily on a diversified portfolio of long-term contracts with producers located in Norway, Algeria, Russia, the Netherlands, the United Kingdom, and Nigeria and, more recently, in Libya and Egypt. As one of the European leaders in the purchase of natural gas and the import of liquefied natural gas, Gaz de France also had a fleet of 12 LNG tankers as of December 31, 2007. The energy trading business is carried out by Gaselys, a company jointly held by the group (51%) and Société Générale (49%). The objective is to trade on the short-term electricity and gas markets in Europe, primarily in order to complete or reduce the supply portfolio at the best price. Sales on the short-term market account for 13% of the group’s natural gas sales. Gaz de France is also an electrivity producer and currently owns the combined cycle gas plants of Teesside (1,875 MWel) in the United Kingdom and DK6 (788 MWel) in France, the Shotton co-generation plant (215 MWel) in the United Kingdom, and interests in SPE (about 1,600 owned MWel) in Belgium, and AES Cartagena (1,200 MWel) in Spain. Two combined cycle plants will be operational early in 2009 (Cycofos — 480 MWel) and early 2010 (Montoir-de-Bretagne — 430 MWel), as well as a high-tech plant in Saint-Brieuc in 2011 (200 MWel). A line of associated services are primarily offered by Savelys, the French leader in servicing and maintaining individual boilers and small heating plants. In 2007, the Energy Purchase-Sale segment generated revenues of A20,041 m and a gross operating income of A1,075 m, compared with A20,455 m and A529 m respectively in 2006.

7.2.3 Services As part of the strategy of the Gaz de France group to provide assistance and integration downstream and upstream, this business segment offers energy supply related services in all countries where it sells energy, primarily in France, Italy and the United Kingdom. The services consist in maintenance and management services for energy or industrial facilities in a controlled environment (Cofathec), power production services (Finergaz), and services related to the construction and operation of natural gas vehicle stations (GNVert). In 2007, the Services segment generated revenues of A1,807 m and a gross operating income of A129 m compared with A1,801 m and A117 m respectively in 2006.

7.2.4 Transportation-Storage In France, Gaz de France holds a privileged position at the center of European trade and owns the longest European high-pressure natural gas transportation network to carry gas, both for third parties and for its own account. As of December 31, 2007, its French network consisted of 31,717 km of gas pipelines, including 6,786 km in the main network, plus 24,931 km in regional networks. This French gas transmission network is operated by the subsidiary GRTgaz on behalf of Gaz de France and, pursuant to European directives, on behalf of third parties. The Transportation-Storage segment also includes interests in the networks of Megal (Germany), Segeo (Belgium) and Bog (Austria), which total 1,500 km (contributing length of 474 km).

210 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The group also holds, through its two LNG terminals (Montoir-de-Bretagne with re-gasification capacities of 10 Gm3 per year, and Fos Tonkin with 7 Gm3 per year), the second largest LNG receiving capacity in Europe. The Fos Cavaou site (8.25 Gm3 of LNG per year), which is 70% owned by Gaz de France and 30% by Total, should be operational in the first half of 2009. In addition, its storage capacities in France (12 underground storage sites, 11 of which are fully owned, and which offer a useful storage capacity of about 9 billion cubic meters) are among the largest in Europe. In 2007, the Transportation-Storage segment generated revenues of A2,494 m and a gross operating income of A1,534 m compared with A2,355 m and A1,357 m respectively in 2006.

7.2.5 Distribution France This segment includes the management and operation of the distribution networks in France — investment, replacement, maintenance — which have been sold to the subsidiary GrDF on December 31, 2007, and which are primarily intended to transport gas for its own account and for third parties. The distribution networks are operated under a system of concessions granted by local communities. The French distribution networks of Gaz de France form the longest natural gas distribution network in Western Europe, with 185,839 km and 9,202 municipalities connected, representing about 77.4% of the French population. Gaz de France operates its network under a system of long-term concessions, almost all of which must be renewed at expiration, pursuant to Statute no. 46-628 of April 8, 1946. Gaz de France has set up a joint management with EDF (eRDF). This entity is active on the construction, operation and maintenance of the electricity and gas distribution networks and on the management of metering facilities, thus generating economies of scale. In 2007, the Distribution France segment generated revenues of A3,076 m and a gross operating income of A1,291 m compared with A3,289 m and A1,412 m respectively in 2006.

7.2.6 Transportation-Distribution International The group holds interests in several gas transportation and distribution companies, primarily in Europe (Germany, Hungary, Slovakia, Portugal, Romania, Italy) and Mexico. In general, these entities market the gas. This segment sold 131 TWh of natural gas to 3.7 million customers in 2007. Gaz de France also holds power production capacities of about 400 MWel in Belgium through its subsidiary SPE. In 2007, the Transportation-Distribution International segment generated revenues of A5,202 m and a gross operating income of A491 m compared with A5,178 m and A498 m respectively in 2006.

8. Methodologies In this Report, the Exchange Ratio was assessed on the basis of Adjusted Suez, which corresponds to Suez after the distribution of 65% of Suez Environnement Company to the shareholders of Suez (other than Suez itself). The value per share of Adjusted Suez was, thus, determined, for all the valuations, on the basis of the value of Suez’ equity less 65% of the value of Suez Environnement Company’s equity, taking into account the debt which will be carried by Suez Environnement Company.

8.1. Methodologies followed The fairness of the Exchange Ratio, from a financial point of view, to Suez shareholders was analyzed on the basis of i) a multi-criteria valuation approach and ii) a study of the characteristics of the Transaction.

8.1.1 Multi-criteria valuation approach to the Exchange Ratio In order to calculate a range of values per share of each of Adjusted Suez and Gaz de France as of May 16, 2008, we have applied a multi-criteria analysis incorporating two valuation methods: i) A market valuation based on: — an analysis of the trade prices of Suez and Gaz de France as of May 16, 2008 and August 28, 2007; — an analysis of the target prices of the analysts covering the two companies since September 3, 2007; — the application of the 2008 and 2009 trading multiples of comparable companies to the consolidated data for Adjusted Suez and Gaz de France.

211 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 ii) An intrinsic approach based on the discounted cash flow (DCF) methodology. This analysis was conducted entity by entity for each division of Adjusted Suez and each segment of Gaz de France and was backed, as the case may be, by an analysis of trading multiples of comparable companies for each division of Adjusted Suez and each segment of Gaz de France.

8.1.2 Analysis of the characteristics of the Transaction The following elements were analyzed: i) the financial terms of the Transaction, and notably: — the impact for the Suez shareholders of the synergies resulting from the Transaction; — the implied multiples of Adjusted Suez in the context of the Transaction, which were compared to the multiples of strategic transactions in the industry. ii) the context of the Transaction, and notably: — the negotiation process between Suez and Gaz de France which led to the Transaction; — the role of the French State as market regulator and main shareholder of GDF SUEZ; — the commitments taken by the two groups towards the European Commission to sell certain assets (defined as the “remedies”) iii) the terms and conditions of the Spin Off-Distribution.

8.2. Methodologies not followed The following methodologies were not used to conduct our analysis: — the net book value or adjusted net book value methodology because it does not reflect either the prospects of the companies or their ability to generate income and cash flows and because this methodology is generally used to value portfolio companies holding minority financial interests (whereas Suez and Gaz de France essentially own majority controlled operating assets). In addition, these aggregates do not take into consideration the respective levels of intrinsic profitability of the two groups. For information purposes only, based on the equity (less the minority interests) as of December 31, 2007 which amounted to A18.0 bn with respect to Gaz de France, to A22.2 bn with respect to Suez and to A3.6 bn with respect to Suez Environnement, the ratio based on the equity (less the minority interests) of Gaz de France and the equity (less the minority interests) of Adjusted Suez as of December 31, 2007 would amount approximately to 0.914. — the dividend valuation methodology since the enrichment of the purchaser of a share derives not only from this dividend but from the overall earnings of the company. Thus, the dividend is only a partial factor in the calculation, unless one considers that the net income is distributed in its entirety, which has not been the case for Suez and Gaz de France in the past years. In addition, Gaz de France has no relevant history of dividend distributions insofar as i) the amount of the 2004 dividend was announced and paid before the IPO of Gaz de France in 2005 and ii) the amount of the 2005 Gaz de France dividend was announced and paid after the announcement of the first proposed merger with Suez early in 2006. Finally, the analysis in the present situation would be biased because of the Spin Off-Distribution. — the methodology using the ratio of the net earnings per share and the cash flow from operations per share, which does not take into account the creation of values by the two groups. For information purposes only, the table below set forth the compared yield and distribution rates since the IPO of Gaz de France, i.e. on the basis of the dividends for fiscal years 2005, 2006 and 2007. Suez (E) Gaz de France (E) Dividend per share 2005 ...... 1.00 0.68 Dividend per share 2006 ...... 1.20 1.10 Dividend per share 2007 ...... 1.36 1.26

Source: Oddo Corporate Finance

4 Additional explanations from Oddo: The data regarding the application for illustrative purposes of the net book value are extracted, for Suez and Gaz de France, from the 2007 consolidated financial accounts disclosed in their respective annual report (Document de référence) and, for Suez Environnement, from the 2007 combined financial accounts disclosed in the draft prospectus of Suez Environnement Company. Moreover, Oddo determined the equity (less the minority interests) of Adjusted Suez by decreasing the equity (less the minority interests) of Suez by 65% of the equity (less the minority interests) of Suez Environnement.

212 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The yield and payout ratios of Suez and Gaz de France over the period are detailed below. Yield (%)(1) Payout ratios (%) Suez (E) Gaz de France (E) Suez (E) Gaz de France (E) 2005 ...... 3.8% 2.7% 42% 24% 2006 ...... 3.1% 3.2% 44% 47% 2007 ...... 2.9% 3.2% 44% 50%

Source Oddo Corporate Finance (1) Based on the closing share price as of December 31 — The methodology based on the consolidated discounted cash flows of the two companies, because the two companies conduct businesses with very different growth, margins, predictability, capital intensity, regulatory risk and country risk levels, particularly Gaz de France. — The methodology of reference to recent capital transactions insofar as there has been no recent significant transactions involving Adjusted Suez and Gaz de France. — The comparable transactions methodology because this methodology is generally relevant in the context of takeover transactions. The Transaction has been structured as a merger of equals that does not result in Gaz de France gaining control over Suez. For the same reasons, we did not use this method for an intrinsic sum of the parts valuation of Adjusted Suez and Gaz de France. However, the implied multiples of Adjusted Suez in the context of the Transaction were analyzed when we reviewed characteristics of the Transaction.

8.3. Other factors used in the methodologies 8.3.1 Suez The following adjustments were made for purposes of calculating an equity value from an enterprise value: — Net financial debt and derivative financial instruments as of December 31, 2007; — Minority interests at their market value for listed companies and at their book value for non-listed companies; — Investments in companies accounted for by the equity method valued at their market value for listed companies, on the basis of a P/E ratio for non listed companies or on the basis of valuations by financial analysts; — Investments in short term securities restated at their market value for listed companies and at their book value for non listed companies as of December 31, 2007; — Provisions for pensions after taxes as of December 31, 2007; — Nuclear and dismantling provisions at their book value as of December 31, 2007; — Provisions for rehabilitation of sites at their book value as of December 31, 2007; — Other adjustments: delayed investments, other loans and receivables, restatement of major acquisitions made or delayed in relation to the financial projections provided and stock purchases in the first quarter. The adjusted net debt of Suez totaled A18.0 bn.5 The number of shares used is the number as of April 30, 2008, which amounts to 1,308.3 million, adjusted: — for 35.7 million treasury shares; — 24.1 million shares related to the dilutive impact of all the stock option plans allocated among the plans set up between 1997 and 2008 using the treasury shares method. The trade price retained to calculate the impact of the stock-options is the closing trade price of Suez on May 16, 2008, not adjusted to take into account the ordinary dividend of A1.36 per share. The number of shares used in this Report amounts to 1,296.6 million.

5 Additional explanations from Oddo Corporate Finance: In the aggregate, the adjusted net debt for Suez amounts to A18.0 bn. This is an assumption used by Oddo Corporate Finance which may differ from the figures used by Suez in the prospectus, related to the Transaction.

213 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Regarding Suez Environnement, the following adjustments were made for purposes of calculating an equity value from an enterprise value: — Net financial debt and derivative financial instruments as of December 31, 2007; — Minority interests at their market value for listed companies and at their book value for non-listed companies; — Investments in companies accounted for by the equity method taken at their market value for listed companies, on the basis of a P/E ratio for non listed companies or on the basis of valuations by financial analysts; — Investments in short term securities restated at their market value for traded companies and at their book value for non listed companies as of December 31, 2007; — Provisions for pensions after taxes as of December 31, 2007; — Nuclear and dismantling provisions at their book value as of December 31, 2007; — Provisions for rehabilitation of sites at their book value as of December 31, 2007; — Other adjustments: other loans and receivables, restatement of major acquisitions made or delayed compared to the major acquisitions included in the financial projections provided. The adjusted net debt of Suez Environnement totaled A5.3 bn.6 Finally, in this Report, the implied or calculated valuations of Suez Environnement refer to the value of the environmental business of Suez and shall not be assimilated to an analysis of the valuation of Suez Environnement Company, whose listing on Eurolist is contemplated.

8.3.2 Gaz de France The following adjustments were made for purposes of calculating an equity value from an enterprise value: — Net financial debt and derivative financial instruments at December 31, 2007; — Minority interests valued on the basis of a P/E ratio; — Investments in companies accounted for by the equity method and other securities available for sale valued at market value for listed securities and valued on the basis of a P/E ratio or taken at their book value as of December 31, 2007 for non listed securities; — Provisions for pensions and other employee benefits after taxes, at their book value as of December 31, 2007; — Provisions for rehabilitation of sites at their book value as of December 31, 2007; — Other adjustments: long-term loans and receivables, delayed investments, treasury share purchases between January 1 and April 30, 2008, deferred taxes, correction of the seasonality of working capital requirements and tariffs catch-up. The adjusted net debt of Gaz de France totaled A3.6 bn.7 The number of shares used is calculated on the basis of the number of shares as of December 31, 2007 net of the treasury shares purchased between January 1 and April 30, 2008, i.e., a total of 968.8 million shares.

9. Market approach to the Exchange Ratio The market approach to the Exchange Ratio is based on: — the analysis of the trade prices of the shares of Suez and Gaz de France as of May 16, 2008 and as of August 28, 2007;

6 Additional explanations from Oddo Corporate Finance: In the aggregate, the adjusted net debt of Suez Environnement amounts to A5.3 bn. This is an assumption used by Oddo Corporate Finance which may differ from the figures used by Suez Envrionnement Company in the prospectus related to the Transaction. 7 Additional explanations from Oddo: In the aggregate, the adjusted net debt of GDF amounts to A3.6 bn. This is an assumption used by Oddo Corporate Finance which may differ from the figures used by GDF in the prospectus, related to the Transaction.

214 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — the analysis of the analysts’ target stock prices of the two companies since September 3, 2007; — the application of the 2008 and 2009 multiples of trading comparables for Adjusted Suez consolidated and Gaz de France consolidated.

9.1. Trade price methodology The recent changes in the trade prices of the two groups constitute a pertinent reference because of the liquidity of the two groups’ securities and the fact that the two groups have been covered by financial analysts. In this analysis, the ranges of implied values per share of Adjusted Suez and Gaz de France were calculated on the basis of spot prices and of the volume weighted average share prices for the periods of 1-month, 3-month, 6-month and 1-year of Suez and Gaz de France; the value per share of Adjusted Suez was determined on the basis of the per share value of Suez less 65% per Suez share of Suez Environnement which was valued by applying the multiples of trading comparable companies (see Section 9.3.1). In addition, we conducted an analysis of the implied market valuation of Suez Environnement on the basis of spot prices and of the daily volume weighted average share prices for the periods of 1-month, 3-month, 6-month and 1-year of Suez and Gaz de France adjusted for the Exchange Ratio.

9.1.1 Market analysis of the Exchange Ratio Suez We analyzed the historical closing share prices and the daily volume weighted average share prices for Suez: — as of August 28, 2007, the last trading day before rumors affected the share price and before the announcement of the Transaction; — as of May 16, 2008.

Analysis of the stock as of May 16, 2008: Since the announcement of the Transaction, the Suez price has changed as follows:

Share price evolution since the announcement of the Transaction

Share price in € 50

49 5 48 47 21 20 19 46 6 45 4 18 44 3 12 2 43 14 9 11 7 15 17 42 13 16 41 1 40 10 39 38 8 37 36 35 34 33

30 Sept-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08 Apr-08 May-08 Suez (9%) CAC 40 restated (-10.1%) Sources: Datastream, company, press

215 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Comments

Ref. Date Comments 1 09/03/07 Announcement of the new proposed merger of Suez with and into Gaz de France 2 10/15/07 Announcement of the operational and financial targets, the GDF Suez governance and the contemplated timeline 3 10/15/07 Nicolas Sarkozy defends the Suez GDF merger before GDF employees 4 10/25/07 Gaz de France and Suez are ready to launch the sale the assets requested by the European Commission 5 01/07/08 The European Discussion Group of Suez renders a negative opinion on the merger 6 01/18/08 Suez, Caixa et Hisusa hold jointly 90.01% of Agbar 7 01/22/08 The Crédit Agricole sells its Suez shares 8 01/22/08 The Paris Court considers that the Workers’ Council (CCE) shall receive additional information regarding the merger 9 02/01/08 Revenues are up 7.2% for 2007 10 02/22/08 Rumors regarding a joint offer of Suez and Terra to acquire Biffa 11 02/26/08 Suez abandons its offer on Biffa 12 02/26/08 Announcement of the Suez 2007 results 13 03/10/08 Suez Environnement purchases 100% of the share capital of the Swedish company Sita Sverige 14 03/11/08 The European Workers’ Council (CEE) of Gaz de France votes against the merger with Suez 15 03/18/08 Suez Environnement purchases Utility Service Company (United States) 16 03/26/08 Suez selects EDF, ENI, E.ON for the acquisition of its 57% stake in Distrigaz 17 04/01/08 Presentation of the ajustments in the organization of the new GDF Suez group 18 07/04/08 Suez Environnement invests in the Chinese company Chongqing Water Group 19 04/13/08 Gérard Mestrallet confirms the timeline of the merger 20 04/28/08 Completion of the acquisition by Gaz de France and Suez of Teesside Power 21 05/06/08 Announcement of the payment of the dividend related to the 2007 fiscal year of A1.36 per share

The Suez spot prices and the volume weighted average prices for the periods of 1-month, 3-month and 6-month and the volume weighted average prices for the period September 3, 2007 are set forth below.

Value per Suez share as of May 16, 2008

E Suez Spot price ...... 45.4 1-month VWAP ...... 45.6 3-month VWAP ...... 42.9 6-month VWAP ...... 43.6 VWAP since Sep 3, 2007 ...... 43.0

Source: Datastream

The values per share of Adjusted Suez, less 65% of the value of Suez Environnement per share of Suez which value of Suez Environnement is obtained by applying the multiples of trading comparable companies, are set forth below.

Value per Adjusted Suez share as of May 16, 2008

E Adjusted Suez Spot price ...... 38.4 1-mon WAP...... 38.6 3-mon WAP...... 36.0 6-mon WAP...... 36.7 WAP since Sep 3, 2007 ...... 36.1

Source: Datastream

216 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Analysis of the stock as of August 28, 2007: Before the announcement of the Transaction and since February 2006, the Suez stock price changed as follows:

Share price evolution before the announcement of the Transaction

Share price in 45

44 17 19 43 18

42 20 21 41 16

40 14 22 39

38 15

37 13 12 36

4 10 35 11 3 9 34

2 33 5 8 1 7 32

31 6 30

28 Feb-06May-06 Aug-06 Nov-06 Feb-07 May-07 Aug-07 Suez (19.9%) CAC 40 rebased (7.7%) Source: Datastream, company, press

Comments Ref. Ref. Comments 1 02/25/06 Announcement of the new proposed merger of Suez with and into Gaz de France 2 03/06/06 Speculative period related to rumors of a counter-offer from Enel on Suez 3 03/09/06 Announcement of Suez 2005 results 4 03/23/06 Official denial of Enel with respect to a possible immediate offer 5 04/10/06 Electoral defeat of Silvio Berlusconi, who publicly supported the hostile takeover of Enel 6 04/28/06 Enel renews its agreements relating to a A50 bn financing 7 05/08/06 Trading of the shares excluding its dividend of A1 per share 8 06/28/06 The Ministers’ Council approves the Gaz de France privatization law 9 09/07/06 Announcement of S1-2006 results with an increase in EBIDTA of 10% 10 09/20/06 Filing of the remedies with the European Commission 11 09/28/06 Vote of the Gaz de France privatization bill by the National Assembly 12 11/30/06 The minority shareholder Eric Knight (Knight Vinke), against the merger, sells his stake in Suez 13 11/30/06 The Constitutional Council postpones the merger until July 1, 2007 14 12/29/06 Rumors relating to a hostile public offering by PPR group 15 03/08/07 Announcement of Suez 2006 results 16 04/10/07 Launch of a public offering by Suez and Caixa on Agbar 17 05/06/07 Election of Nicolas Sarkozy as president of the French Republic 18 05/15/07 Increase of the Suez stake in Gas Natural to 11.3% 19 05/23/07 French Prime Minister François Fillon anounces that alternative senarios to the merger are examined 20 07/11/07 Suez holds 100% of Electrabel following the buy-out offer 21 07/24/07 Completion of the acquisition of Tractebel

217 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Ref. Ref. Comments 22 07/31/07 Announcement of S1-2007 revenues The spot prices and the volume weighted average prices for the periods of 1-month, 3-month, 6-month and 1-year of Suez are set forth below.

Value per Suez share as of August 28, 2007 E Suez Spot price ...... 38.3 1-month VWAP ...... 37.8 3-month VWAP ...... 39.9 6-month VWAP ...... 39.9 1-year VWAP ...... 38.4

Source: Datastream The value per share of Adjusted Suez, less 65% of the value of Suez Environnement per share of Suez which value of Suez Environnement is estimated by applying the multiple of trading comparable companies (see section 9.3.1), are set forth below.

Value per Adjusted Suez share as of August 28, 2007 E Adj. Suez Spot price ...... 31.3 1-month WA ...... 30.8 3-month WAP ...... 33.0 6-month WAP ...... 33.0 1-year WAP...... 31.4

Source: Datastream

Gaz de France We analyzed the historical closing prices and the daily volume weighted average share prices for Gaz de France: — as of August 28, 2007, the last trading day before the rumors affected trade prices and before the announcement of the Transaction; — as of May 16, 2008.

218 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Analysis of the stock as of May 16, 2008: Share price evolution since the announcement of the Transaction

Share price in € 44 24 43 23 42 14 41 13 22 40 10 12 6 8 39 7 11 18 9 38 5 19 21 37 17 4 15 3 36 1 2 35

34 16 33

31 30

28 Sept-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08 Apr-08 May-08

GDF (17%) CAC 40 restated (-10.1%)

Sources: Datastream, Company, press

Comments Ref. Date Comments 1 09/03/07 Announcement of the new exchange ratio for the merger between Suez and Gaz de France 2 09/26/07 Gaz de France increases its stake in Energie Investimenti to 60% 3 10/05/07 Acquisition of a 59% stake in the second largest natural gas storage operator in Romania 4 10/09/07 Announcement of the acquisition of a 95% stake in Erelia (wind farms in France) 5 10/15/07 Announcement of the operational, financial and governance targets of GDF SUEZ and the timeline 6 10/30/07 Q3-2007 revenues up by nearly 10% 10/31/07 Gaz de France bids for a 49.9% stake in the Stadtwerke de Leipzig 8 11/05/07 Gaz de France reinforces its presence in exploration-production in Egypt 9 12/04/07 Extension until 2019 of liquefied natural gas contracts between Gaz de France and Sonatrach 10 12/10/07 Clarification by the French Conseil d’Etat of the rules applicable to liquefied natural gas sales tariffs 11 12/18/07 Finalization of the acquisition of Eoliennes de la Haute-Lys 12 30/12/07 4% increase in residential gas tariffs as of January 1, 2008 13 01/03/08 Affiliation of the distribution activities of Gaz de France and creation of GrDF 14 01/07/08 The Suez European Consultative Committee issues a negative opinion on the planned merger 15 01/22/08 The Paris Court rules that the Gaz de France Workers’ Council (CCE) shall have additional information on the merger 16 01/23/08 2007 revenues stable, EBO exceeds target 17 02/26/08 Acquisition of Nass & Wind Technologie and formation of GDF Futures Energies 18 02/27/08 Gaz de France 2007 results: 10% increase in EBITDA

219 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Ref. Date Comments 19 03/11/08 Gaz de France European Workers Council (CEE) issues a negative opinion on the merger with Suez 20 03/21/08 Tariff proposal by the CRE for access to the natural gas distribution network 21 03/27/08 Exclusive negotiations for the sale of Cofathec Coriance to A2A 22 04/08/08 5.5% increase in residential gas tariffs as of 30 April 2008 23 04/24/08 Q1-2008: revenues are up 15% 24 04/28/08 Completion of the acquisition of the British company Teesside Power with Suez

The spot prices and the volume weighted average prices for the periods of 1-month, 3-month, 6-month and the volume weighted average prices for the period since September 3, 2007 for Gaz de France are set forth below.

Value per Gaz de France

E Gaz de France Spot price ...... 41.9 1-month WAP ...... 42.4 3-month WAP ...... 39.4 6-month WAP ...... 38.9 WAP since Sep 3, 2007 ...... 38.2

Source: Datastream

Analysis of the stock as of August 28, 2007:

Before the announcement of the Transaction and since February 2006, the market price of Gaz de France has been as follows:

Share price evolution before the announcement of the Transaction

Cours en 39

36 17 19 18 35 20

34 14 16 33 11 13 12 32 10 8 7 9 31

30 2 6

29 1

3 27

26 4 25 Feb-06May-06 Aug-06 Nov-06 Feb-07May-07 Aug-07

GDF (17%) CAC 40 rebas (7.7%)

Source: Datastream, Company, press

220 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Comments Ref. Date Comments 1 02/25/06 Announcement of the merger project between Suez and Gaz de France 2 03/16/06 Gaz de France 2005 results: targets met in a difficult environment 3 05/15/06 QI 2006 revenues up by 39% 4 06/28/06 The French Council of Ministers approves the Gaz de France privatization bill 5 08/11/06 Very sharp increase in H1-2006 revenues: 37% 6 09/12/06 H1-2006 results: targets for the year and medium term revised upwards 7 09/21/06 Creation of Energie Investimenti, the joint company of Camfin and Gaz de France in Italy 8 09/28/06 Finalization of the asset exchange agreement between Gaz de France and Dana Petroleum 9 10/13/06 Presentation of the undertakings of Suez and Gaz de France made to the European Commission 10 10/30/06 Presentation of project to organize the new GDF SUEZ group 11 11/08/06 The French Parliament adopts the Gaz de France privatization bill 12 11/14/06 32.1% increase in revenues for the first nine months of 2006 13 11/30/06 The French Constitutional Council postpones the merger to July 1, 2007 14 01/19/07 François Pinault abandons a takeover bid for Suez 15 02/14/07 2006 revenues jump by 21% 16 03/13/07 Gaz de France announces record results for 2006 and targets that have been exceeded 17 05/14/07 Q1-2007 revenues down 11% because of the exceptionally mild winter 18 06/06/07 French Prime Minister François Fillon envisages several options for Gaz de France’ s future 19 06/26/07 Distribution of free shares to Gaz de France employees 20 07/27/07 Warm weather brings revenues down 11% The spot prices and the volume weighted average prices for the periods of 1-month, 3-month, and 6-month and the volume weighted average prices for the period since September 3, 2007 for Gaz de France are set forth below.

Value per share of Gaz de France as of August 28, 2007 E GDF Spot price ...... 33.9 1-month VWAP ...... 33.4 3-month VWAP ...... 35.4 6-month VWAP ...... 35.1 1-year VWAP ...... 33.9

Source: Datastream

Qualitative analysis of the history of Suez and Gaz de France trade prices Since the announcement of the proposed merger between the two groups, the changes in the trade prices of their shares show a strong correlation. In addition, the two trade prices have increased more than the CAC 40.

221 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Changes in market prices of Suez and Gaz de France since 27 February 2006

Share price in € 50 49 48 47 46 45 44 43 42 41 40 39 38 37 36 35 34 33 32 31 30 29 28 27 Feb-06 May-06 Aug-06 Nov-06 Feb-07 May-07 Aug-07 Nov-07 Feb-08 Suez (37.8%) Gaz de France restated (44.6%)

Source : Datastream, Company, press

However, two periods should be distinguished:

• — a first period from February 2006 to September 2007 during which the market prices of Suez and Gaz de France have registered growth of 19.9% and 17.0% respectively against 7.7% for CAC40. This performance was due to the events related to the merger and the overall economic context.

From February to May 2006, following the official denial of rumors concerning an offer by Enel on Suez, the market had mixed reactions as to (i) the probability of the completion of the merger due to the vote required to authorize the State to reduce its interests in Gaz de France to 33%, (ii) the announced amount of the special dividend which did not reflect the difference between the market price of the two groups, and (iii) the synergies which were considered too weak in the first instance.

From May to December 2006, the increase in the trade prices was related to the period of the vote regarding the privatization law of Gaz de France, the preparation of the 2007 French election period, the different discussions with the European Commission to determine remedies to the merger, the announcement of the review of alternative scenarios to the merger.

At the end of 2006, the market prices were influenced by new rumors of unsolicited hostile offer on Suez. While more questions arose relating to the exchange ratio, because the analysts expected in particular an increase of the special dividend, the fall in the trade prices is mainly due to the announcement by the Constitutional Council (Conseil Constitutionnel) to delay the authorization of the merger until July 2007, date of the liberalization of the energy markets in Europe.

• — a second period from September 2007 to May 2008 during which the increase in trade prices of Suez and Gaz de France was dues mainly to good operating performances, a higher probability of completion of the merger following the announcement of new terms which had taken into account the potential synergies announced, the continuous increase in energy prices and the prospects of a consolidation in the industry in the middle-term.

The fall in trade prices in January 2008 is related to the impact of the subprime crisis on the stock markets and the events linked to this crisis as well as to the delay following the court’s decision to postpone the merger.

222 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Summary of conclusions The table below shows the ranges of values per Adjusted Suez share and Gaz de France share which were used respectively and the corresponding exchange ratios. The middle of the range of the ratios resulting from the trade price criterion is 0.93 showing that the Exchange Ratio of approximately 0.9545 represents a premium of 3.1% compared thereto.

Adjusted Suez Gaz de France (E per share) (E per share) Exchange Ratio(1) Low High Low High Low High Average Premium(2) 30.8 38.6 33.4 42.4 0.91 0.94 0.93 3.1%

(1) Exchange ratio resulting from the criterion considered. (2) Implied premium resulting from the average exchange ratios applying this criterion.

9.1.2 Analysis of the implicit market value of Suez Environnement To add to the preceding analyses regarding Suez and Gaz de France, we determined the implied valuation of Suez Environnement by the market which we calculated on the basis of the difference between the volume weighted average share price of Suez and Gaz de France for the periods of 1 month, 3 months, 6 months and for the period since the announcement of the Transaction, adjusted by the Exchange Ratio. Since the announcement of the new terms of the merger in September 2007, the difference between Suez’ trade price and Gaz de France’ trade price multiplied by the Exchange Ratio, has changed as follows:

Evolution of the difference between Suez’ trade price and Gaz de France’ trade price, adjusted by the Exchange Ratio, since the announcement of the Transaction (E)

10.0

9.0

8.0

7.0

6.0

5.0

4.0

3.0 Sep-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08 Apr-08 May-08

Source: Datastream On the basis of the volume weighted average prices for the periods of 1 month, 3 months, 6 months and for the period since September 3, 2007, we obtained the following implied valuations for Suez Environnement. Implied value of Suez Implied value / Environnement implied EBITDA equity (bnE) 2008e Spot price ...... 10.7 6.8x 1-month weighted average price ...... 10.1 6.5x 3-month weighted average price ...... 10.5 6.7x 6-month weighted average price ...... 13.0 7.8x Weighted average price since September 3, 2007 ...... 13.1 7.8x

Sources: Datastream; Oddo Corporate Finance After a strong increase, it appears that the implied valuation of Suez Environnement by the market, i.e. approximately A5 per share, is i) less than the intrinsic valuation of Suez Environnement as described in paragraph 10.1.5 and ii) less than the implied valuation obtained by applying multiples of enterprise value to EBITDA 2008 and 2009 of the trading comparable companies of Suez Environnement.

223 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 This analysis can be explained as follows: — The growth prospects in the revenues and results of Suez Environnement expected by the market are generally slightly lower in the short-term than those of its major trading comparable company, Veolia Environnement, mainly because of a geographic distribution of revenues less favorable to Suez Environnement. — The significant drop since January 2008 in the trade price and multiples of Veolia Environnement, has probably had an adverse impact on the implied valuation of Suez Environnement. — Even if most analysts and investors believe that the probability of completion of the Transaction is very high, the doubts of certain investors with respect to the completion or the timeline of the Transaction may lead them to apply a discount in their implied valuation of Suez Environnement, which is common practice during public offerings. — The difficulty in structuring an arbitrage between the values of Suez and Gaz de France, given the relative low liquidity of Gaz de France.

9.2. Analysts’ target prices methodology Under this methodology, the Exchange Ratio was analyzed by reference to the target prices published by the analysts covering Suez and Gaz de France who have established a valuation of Suez Environnement. A number of analysts consider the probability of completion of the Transaction to be very high and include in their target prices a portion of the synergies expected from the Transaction or conduct their valuations in light of the completed Transaction and determine their target prices on the basis of a valuation of the merged entity.

9.2.1 Adjusted Suez Suez Environnement The valuations of the selected analysts lead to a value for the equity of Suez Environnement ranging from A9.5bn to A17.6 bn, i.e. between A4.8 and A8.8 per share of Suez.

Target prices of financial analysts (value of the equity of Suez Environnement in bn E)

17.6 16.0 15.4 15.2 14.6 14.6 14.2 13.6 12.9 12.6 11.6 9.5

Cheuvreux Citi (01/14/08 & DB (05/16/08 & Dexia (04/09/08) DK (04/23/08) Exane (04/07/08) KBC (03/03/08) Landsbanki Oddo (04/04/08) Oppenheim UBS (02/01/08) West LB (05/06/08) (05/07/08 & 05/07/08) 04/24/08) (03/11/08) (05/06/08) 11/21/07) Suez Environnement

Source: Datastream

Adjusted Suez Target prices of the financial analysts (E)

58.0 53.7 51.0 52.0 7.1 51.8 51.0 49.0 50.4 49.0 7.7 8.0 7.3 6.4 45.1 7.6 5.8 45.5 44.0 6.8 7.8 6.3 8.8 4.8

50.9 44.7 46.0 45.2 43.0 42.2 43.9 44.2 41.2 38.8 36.7 39.2

Cheuvreux (07/ 05/ 08 & Cit i (14/01/08 & DB (16/05/ 08 & Dexia (09/ 04/ 08) DK (23/ 04/ 08) Exane (07/ 04/ 08) KBC (03/ 03/ 08) Landsbanki (11/03/ 08) Oddo (04/ 04/ 08) Oppenheim (06/ 05/ 08) UBS (01/02/ 08) West LB (06/ 05/ 08) 21/11/07) 07/ 05/ 08) 24/ 04/ 08) Adjusted Suez 65 % stake in Suez Environnement

Source: Datastream

224 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The target prices published by the selected analysts between September 3, 2007 and May 16, 2008 show an expected price per share of Adjusted Suez (excluding synergies) ranging from A36.7 to A50.9 per share. The value per share of Adjusted Suez was determined by subtracting from the Suez target prices 65% of the explicit valuation of Suez Environnement established by the concerned analyst.

9.2.2 Gaz de France Target prices of financial analysts (E)

51.0 47.0 48.0 48.1 48.0 45.0 46.0 43.0 42.0 40.0 37.0 38.5

Deutsche Citigroup CA Oppenheim WestLB Dresdner UBS Oddo Exane BNP Dexia Kepler KBC Bank (05/15/08) Cheuvreux (04/24/08) (04/24/08) KW (04/18/08) Securities Paribas (03/12/08) Equities (03/03/08) (05/16/08) (05/08/08) (04/23/08) (04/09/08) (04/07/08) (03/11/08)

Source: Datastream The target prices published by certain analysts between March 3, 2008 and May 16, 2008 indicate an expected price range for the Gaz de France share (excluding synergies) between A37.0 and A51.0 per share.

9.2.3 Summary of conclusions The table below sets forth the average target prices per share of Adjusted Suez and Gaz de France respectively that have been used and the corresponding exchange ratios. The middle of the range of the exchange ratios resulting from the application of the analysts’ target price criterion is 0.97 showing that the Exchange Ratio of approximately 0.9545 represents a discount of 1.2% compared thereto. Average Average Adj. Suez Gaz de France Average (E per share) (E per share) Exchange Ratio(1) Premium(2) 43.0 44.5 0.97 (1.2%)

(1) Exchange ratio resulting from the criterion considered. (2) Implied premium resulting from the average exchange ratios using this criterion.

9.3. Comparable trading companies methodology Under this methodology, the Exchange Ratio was analyzed by reference to the per share values implied by the application of trading multiples of comparable companies to Adjusted Suez and Gaz de France. Comparable companies were selected for: — Adjusted Suez excluding Suez Environnement; — Suez Environnement; — Gaz de France excluding the Exploration-Production segment; — Exploration-Production segment of Gaz de France. The EBITDA multiple, defined as the ratio between the enterprise value and the EBITDA, was chosen to value Adjusted Suez, Suez Environnement and Gaz de France, excluding the Exploration-Production segment. EBITDA is equal to operating income before net amortization, depreciation and provisions, before deduction of the replacement expenses for concessions, before financial revenues excluding interest and other items, excluding the shares of income/loss in associates, and before net allocations to current assets. With respect to Gaz de France, EBITDA is calculated after taking into account the tariff catch-up, which is also considered as an asset deducted from net debt as of December 31, 2007.

225 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The 2008 and 2009 EBITDA projections for comparable traded companies were based on the most recent published analysts’ reports. The multiples retained were applied to the 2008 and 2009 prospective aggregates of the financial projections of Suez, Suez Environnement and Gaz de France. In order to value the Exploration-Production segment of Gaz de France, we used a methodology based on multiples of enterprise value to proven and probable reserves for trading comparables. The consolidated aggregates retained for the Exploration-Production segment and Gaz de France, excluding the Exploration-Production segment used for the trading comparables methodology are obtained from i) the 2007 consolidated financial statements of Gaz de France, ii) the Gaz de France 2008-2010 consolidated financial projections provided by Gaz de France and iii) Oddo Corporate Finance assumptions for the breakdown of flows by segment. With respect to Adjusted Suez, we used a separate methodology for Adjusted Suez, excluding Suez Environnement, (hereinafter the “Suez Energie Division”), and for Suez Environnement. The multiple of revenue was not used in this methodology because it does not normally take into account the difference in profitability among the selected companies. The multiple of enterprise value to EBIT or operating income was not used because of the strong difference in the amortization policies of the selected companies and because of the bias that it introduces in relation to a normalized capital intensity rate for the selected companies. The P/E multiple was not used in this methodology because it also introduces a bias related to the financial structure of the selected companies. The share prices used in our analysis are the volume weighted average share prices for the 1-month period up to and including May 16, 2008.

9.3.1 Adjusted Suez Suez Environnement Our selection of companies comparable to Suez Environnement consists of companies that are comparable in terms of business and geographic regions: Veolia Environnement, Séché Environnement, Shanks, Lassila & Tikanoja, Severn Trent, United Utilities, Northumbrian Water Group, Republic Services, Waste Management, Waste Connections and Allied Waste. However, Veolia Environnement is the most relevant company comparable to Suez Environnement because of its size and its activities. The multiples of the European comparables are also in line with those of Veolia Environnement. Pennon Group was excluded from this panel because of the current speculations concerning its stock.

Multiples of comparable companies — Environment VE / EBITDA Company Country 2008e 2009e Veolia Environnement ...... France 8.1x 7.3x Comparable, Europe Séché Environnement ...... France 7.4x 6.8x Shanks ...... United Kingdom 9.5x 8.9x United Utilities ...... United Kingdom 8.2x 7.3x Severn Trent ...... United Kingdom 8.9x 8.2x NWG...... United Kingdom 10.0x 9.6x Lassila & Tikanoja ...... Finland 7.2x 6.6x Average ...... 8.5x 7.9x Median...... 8.5x 7.7x

226 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 VE / EBITDA Company Country 2008e 2009e Other comparables Republic Services ...... United States 8.2x 7.7x Waste Management ...... United States 7.7x 7.1x Waste connections ...... United States 10.2x 9.3x Allied Waste ...... United States 7.3x 6.8x Average ...... 8.3x 7.7x Median...... 8.0x 7.4x

Sources: Companies, Datastream, analysts’ reports The expected growth in the business of Suez Environnement over the period 2008-2010 is slightly lower than that of its main comparable, Veolia Environnement, because of Veolia’s stronger presence in Central and Eastern Europe. However, Suez Environnement presents a higher EBITDA growth profile. By applying trading multiples, the value per Suez share4 implied from Suez Environnement ranges between A6.9 and A7.0.

Suez Energie Division Our selection of companies comparable to Suez Energie Division consists of European diversified energy companies with generally comparable business profiles, size and geographic footprint. For this study, we used: E.On, EDF, RWE, Iberdrola, Fortum, Scottish Southern Energy and EDP.

Multiples of comparable companies — Energy VE / EBITDA Company Country 2008e 2009e Fortum ...... Finland 12.2x 10.6x EDP...... Portugal 9.7x 8.9x RWE...... Germany 6.2x 5.9x Verbund...... Austria 13.1x 12.0x SSE...... United Kingdom 9.4x 8.3x E.ON ...... Germany 8.3x 6.9x EDF...... France 10.1x 9.4x Iberdrola ...... Spain 10.0x 9.1x Average ...... 9.9x 8.9x Median ...... 9.9x 9.0x

Sources: Companies, Datastream, analysts reports The Suez Energie Division benefits from growth in revenues and EBITDA that is overall slightly higher than the panel of comparables. This is primarily due to the group’s major investments that are planned to develop production capacities. Although the Suez Energie Division’s margins are generally lower, it has a higher growth rate with a catch-up in its margins compared to its competitors. By applying trading multiples, the implied enterprise value of Adjusted Suez ranges between A63.7 bn and A64.4 bn, i.e. an implied value per share of Adjusted Suez between A39.3 and A39.8.

9.3.2 Gaz de France Gaz de France excluding the Exploration-Production segment The identified comparable companies have several businesses which are not strictly comparable to the perimeter of Gaz de France, which is characterized by its operations on both regulated assets and non-regulated assets. However,

4 Value of Suez Environnement per Suez share (65%).

227 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 these diversified energy companies are present in the gas sector and are primarily established in Europe. Two companies in our panel stand out because of a high proportion of regulated activities: Enagas and Snam Rete Gas. Overall, the selected companies have an organic growth profile comparable to Gaz de France’s profile. Their size is fairly comparable to that of Gaz de France, as well as their capital intensity levels. While the operating margins follow different logics depending on the businesses operated, these margins are generally in line with those of Gaz de France.

Multiples of comparable companies VE / EBITDA Company Country 2008e 2009e EDF...... France 10.1x 9.4x Enagas ...... Spain 10.2x 9.0x Gas Natural ...... Spain 8.2x 7.6x Snam Rete Gas...... Italy 8.7x 8.3x E.On ...... Germany 8.3x 6.9x RWE...... Germany 6.2x 5.9x Centrica ...... United Kingdom 5.5x 5.2x National Grid ...... United Kingdom 8.0x 7.7x Average ...... 8.1x 7.5x Median ...... 8.2x 7.6x

Sources: Companies, Datastream, analysts’ reports

Exploration-Production Segment Our selection of comparable companies consists of oil and gas development companies mainly located in the North Sea. Valuations in this sector are mainly based on the amounts, type and location of proven and probable reserves and development projects, rather than on a current or short-term profitability. In this respect, there is a very strong heterogeneity in the multiples of enterprise value/EBITDA between the companies active in such business. The multiples of proven and probable reserves were, therefore, given priority over the multiples of enterprise value to EBITDA. Companies mainly present in areas with very high production costs (such as the oil sands in Canada) were excluded from the panel.

Multiples of comparable companies: Exploration and Production E / Mbep of proven and Company Country probable reserves Dana Petroleum ...... United Kingdom 11.7 Venture Production ...... United Kingdom 9.0 Average...... 10.3

Sources: Companies, Datastream, analysts’ reports

Summary of conclusions By applying the trading multiples, the implied enterprise value of Gaz de France ranges between A44.3 bn and A45.1 bn, i.e. between A42.0 and A42.8 per Gaz de France share.

9.3.3 Summary of conclusions The table below sets forth the ranges of values per share of Adjusted Suez and Gaz de France respectively that have been used and the corresponding exchange ratios. The middle of the range of the exchange ratios resulting from the application of the trading comparable is 0.93 showing that the Exchange Ratio of approximately 0.9545 represents a premium of 2.3% compared thereto. Adjusted Suez Gaz de France (E per share) (E per share) Exchange Ratio(1) Low High Low High Low High Average Premium(2) 39.3 39.8 42.0 42.8 0.93 0.94 0.93 2.3%

(1) Exchange Ratio resulting from the criterion considered.

228 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (2) Implied premium resulting from the average exchange ratios using this criterion.

9.4. Summary of conclusions of the market approach The table below sets forth the ranges of values per share of Adjusted Suez and Gaz de France respectively applied in the market approach and the corresponding exchange ratios. The high and low values per share of Adjusted Suez and Gaz de France are the averages of the high and low values per share of Adjusted Suez and Gaz de France based on the trade price, analysts’ target prices and trading comparable companies methodologies. The middle of the range of the exchange ratios resulting from the market approach is 0.94 showing that the Exchange Ratio of approximately 0.9545 represents a premium of 1.4% compared thereto. Adjusted Suez Gaz de France {(E per share) {(E per share) Exchange Ratio(1) Premium(2) Low High Low High Low High Average 37.7 40.5 40.0 43.3 0.94 0.95 0.94 1.4%

(1) Exchange ratio resulting from the criterion considered. (2) Implied premium resulting from the average exchange ratio using this criterion.

10. Intrinsic approach to the Exchange ratio The methodology used for the intrinsic approach is the sum of the parts valuation based on the discounted cash flows (DCF) methodology for each division of Adjusted Suez and each segment of Gaz de France. This methodology consists in determining the enterprise value of each division of Adjusted Suez and each segment of Gaz de France obtained by adding: (i) the available future cash flows discounted at the weighted average cost of the estimated capital of the division or segment (“WACC”) over a given period; and (ii) a discounted terminal value based on a perpetuity rate of growth in available cash flows at the end of the projection period. Where necessary, this analysis was reinforced by the application of comparable trading companies multiples at the level of each division of Adjusted Suez and each segment of Gaz de France. In such case, only the EBITDA multiple defined as the ratio of the enterprise value to EBITDA was used, except for the Exploration-Production segment of Gaz de France with respect to which we used the multiples of enterprise value to proven and probable reserves.

10.1. Valuation of Adjusted Suez For Adjusted Suez, we used the following divisions: — Suez Energie Europe; — Suez Energie International; — Suez Energie Services; — Suez Environnement; — Another “holding” entity which supports mainly the group’s administrative costs

10.1.1 Methodology Sources of the financial projections used In the first semester of 2007, Suez prepared consolidated financial projections for 2008-2010 for Suez and Suez Environnement, in the context of the middle-term planning process. On February, 26, 2008, Suez published financial targets for 2008 that included an update of macroeconomic assumptions (notably exchange rate) and prices charts established for the 2008 budget year. The company indicated that these 2008 targets were in line with the 2008-2010 consolidated financial projections. As of the date of this Report, Suez has not prepared an update of its middle-term strategic plan for 2009 and 2010 approved by the group’s management bodies. The available cash flows used for the period 2008-2013 come from: — this 2008-2010 consolidated financial projections;

229 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — the extrapolation by Oddo Corporate Finance of this consolidated financial projections to 2013, backed by discussions with the management teams of Suez and Suez Environnement; — Oddo Corporate Finance assumptions relating to the spread of the 2008-2013 flows between divisions based on i) the historical flows by division in 2005, 2006 and 2007, and ii) backed by discussions with the management teams of Suez and Suez Environnement; — macroeconomic assumptions and prices forecasts for raw materials, underlying the financial projections and based on future market prices and price models available as of January 31, 2007. Thus, the Suez consolidated financial projections take into account coherent macro-economic assumptions, considering the economic context at the time at which they were prepared, i.e.9: — a US$/ A exchange rate of 1.25; —aA / BRL exchange rate of 2.62; — a price for Brent of approximately 64 US$ in 2008; — an electricity price ranging between A48 and A56 / MWh in Western Europe in 2008;

—aCO2 price ranging between A15 to A20 / T. These assumptions do not take into account recent changes in raw material prices or exchange rates (in particular the US$ / A exchange rate), the magnitude and structural nature of which are yet to be confirmed. We have been informed that the impact of the variation of the US$ / A exchange rate is however limited as a variation of +/- 10% will have an impact of +/- A100 million on the EBITDA. The impact of the extrapolation of the actual 2008 averages for the price of Brent to 2009 is however difficult to quantify, as the impact of a change in the price of Brent on the revenues of Suez and on its EBITDA is more diffuse over time. In fact, the impact of the raw materials business on the group’s margin and of current hedging policies should be taken into account. However, since the portion of the 2008 and 2009 flows in the total valuation of Suez is fairly limited, the impact of a significant difference between the market prices and the macro-economic assumptions on the total valuation of Adjusted Suez remain fairly low. Finally, because the purpose of the Report is to assess the fairness of the Exchange Ratio from a financial point of view to the Suez shareholders, it is appropriate to measure the compared relative impact of a change in the assumptions used on the valuations of Adjusted Suez and Gaz de France. In this respect, the assumptions retained by Gaz de France and Suez for the price of Brent are not the same in their respective financial projections. The impact is however relatively low.

Other factors taken into account in the methodology

The financial projections provided by Suez and Suez Environnement notably include investments which do not contribute to cash flows over the discounting period (projects initiated but which do not generate flows over the period). These non-contributing investments have been taken out of the financial projections (Oddo Corporate Finance assumptions following discussions with the management).

10.1.2 Valuation of Suez Energie Europe (SEE) Retained financial projection

The group targets in 2012 a capacity of more than 40 GW notably with the operation of new coal and gas production capacities and an increase in the share of renewable energies in the production.

9 Additional explanations from Oddo Corporate Finance: this should read as follows “Thus, with respect to the consolidated financial projections of Suez and Suez Environnement for the period 2008-2010, Suez confirmed to us that it retained assumptions relating to macroeconomic data consistent with the economic context at the time at which they were prepared. These data, which are not specific to Suez, but relate to a whole combination of publicly available macroeconomic information, include:”

230 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In line with the group’s announcements, an assumption of an accelaration in the development and financial investments comprised between 5 and 15% of the revenues was retained for the financial projections, leading to growth of over 5% per year in revenues.

The EBITDA margin, because of the change in the energy mix and new capacities, should improve continually during the period covered by the financial projection used and reach more than 20%.

Discounted cash flows analysis

The flows were discounted over the period 2008-2013 using a WACC of 6.9%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.0% and iii) an unlevered beta estimated by analogy with comparable companies.

The terminal value was calculated on the basis of:

— a normalized cash flow taking into account an EBITDA margin of about 20%, a ratio of investments to revenues of 6%, a ratio of working capital requirements to revenues in line with the last years of the financial projection used, and a standard tax rate of 30%;

— a perpetuity growth rate of 1.0%.

Retained valuation range

We retained a range of enterprise value for Suez Energie Europe from A36.8 bn to A43.6 bn.

Elements of consistency with an analysis by multiples of trading comparables

For information purposes, we analyzed the trading multiples of a selection of companies comparable to Suez Energie Europe. Our selection consisted of Verbund, Fortum, EDF, SEE and Iberdrola, the most comparable to SSE in terms of geographic presence and activity.

The multiples of enterprise value to EBITDA for Suez Energie Europe implied from the retained range of enterprise values shows an average premium of about 10% over the multiples of the selected comparable companies.

10.1.3 Valuation of Suez Energie International (SEI)

Retained financial projection

SEI continues its development and consolidation based on its historic businesses in electrical production and liquefied natural gas:

— in the United States, South America (Brazil, Chile, Peru), in the Middle East and Asia through the development of thermal electricity (gas and coal) and hydraulic plants;

— in neighboring countries where SEI progressively expands its activites (Panama and the Philippines recently);

— in the liquefied natural gas sector with the implementation of the contemplated terminal re-gasification projects (Neptune and Calypso in the United States and Mejillones in Chile).

An assumption of development and maintenance investments ranging from 10% to 30% of revenues was retained, leading to annual growth in revenues close to 10%.

The EBITDA margin, because of SEI presence in countries with high energy demand and the development of new assets, improves during the course of the financial projection used and reaches nearly 25% at its term.

Analysis by discounted cash flows

Flows were discounted over the period 2008-2013 using a WACC of 7.7%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.5% and iii) an unlevered beta estimated by analogy with comparable companies.

231 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The terminal value was calculated using: — a normalized cash flow taking into account an EBITDA margin of 23%, a ratio of investments to revenues of 6%, a ratio of working capital requirements to revenues in line with the last years of the retained financial projection, and a standard tax rate of 35%; — a perpetuity growth rate of 1.5%.

Retained Valuation range We retained a range of enterprise value for Suez Energie International from A14.9 bn to A17.7 bn.

Elements of consistency with an analysis by multiples of trading comparables For information purposes, we analyzed the trading multiples of AES, the only trading comparable company relevant for Suez Energie International because of its business locations. The multiples of enterprise value to EBITDA for Suez Energie International implied from the retained range of enterprise value shows a premium of about 25% over the multiples of AES.

10.1.4 Valuation of Suez Energie Services (SES) Retained financial projection To sustain its growth, the group intends to develop new services related to more stringent regulations on energy efficiency, to increase the use of facilities management for plants, expects an evolution in the type of agreements it enters into (for example, PPP contracts) and intends to increase its international exposure. In addition, the group also contemplates growing through small acquisitions (heating or cooling networks). Thus, an assumption of moderate growth in revenues was retained, resulting in an average growth rate over the period of less than 5% a year. The EBITDA margin improves slightly because of the optimization of the existing contracts, the sale of services with higher added value, and an effort to control costs; EBITDA margin reaches more than 7% of revenues at the term of the retained financial projection.

Discounted cash flows analysis Flows were discounted over the period 2008-2013 using a WACC of 7.5%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.0% and iii) an unlevered beta estimated by analogy with the other divisions of the group. The terminal value was calculated using: — a normalized cash flow taking into account an EBITDA margin slightly over 7.0%, a ratio of working capital requirements to revenues in line with the last years of the financial projection, and a standard tax rate of 34.4%; — a perpetuity growth rate of 2.0%.

Retained valuation range We retained a range of enterprise value for Suez Energie Services between A6.1 bn and A7.2 bn.

10.1.5 Valuation of Suez Environnement (SE) Retained financial projection The growth in revenues of Suez Environnement is mainly generated by the organic growth of the group and the strengthening of the group’s position in its principal markets (France and Europe). We also assumed that existing contracts will mostly be renewed because of the quality of the Suez Environnement offer. In addition, the group contemplates making selected acquisitions in order to enhance its offer or to build a stronger position in certain countries. Therefore, the assumption of revenue growth in excess of 5% per year was retained. The improvement in the EBITDA margin is due to costs control, an increase in the margins on services with higher added value. At the end of the retained financial projection, the EBITDA margin nearly reaches 17.5%.

232 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Discounted cash flows analysis Flows were discounted over the period 2008-2013 using a WACC of 7.0%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.0% and iii) an unlevered beta by analogy with comparable companies. The terminal value was calculated on the basis of: — a normalized cash flows taking into account an EBITDA margin of approximately 18% a ratio of investments to revenues of 6.5%, a ratio of working capital requirements to revenues in line with the last years of the financial projection used, and a standard tax rate of 34.4%; — a perpetuity growth rate of 2.5%.

Retained valuation range We retained a range of enterprise value for Suez Energie Europe between A18.4 bn and A23.1 bn.

Elements of consistency with an analysis by multiples of trading comparables For information purposes, we studied the trading multiples of a selection of companies comparable to Suez Environnement. Our selection is detailed in Section 9.3.1. The multiples of enterprise value to EBITDA for Suez Environnement implied from the retained range of enterprise values are in line with the multiples of this selection of comparable companies.

10.1.6 Summary of conclusions regarding the valuation of Adjusted Suez The summary of our valuation of Adjust Suez is as follows: Enterprise value (bnE) Min Max Suez Energie Europe (SEE) ...... 36.8 43.6 Suez Energie International (SEI) ...... 14.9 17.7 Suez Energie Services (SES) ...... 6.1 7.2 Suez Environnement (SE)(1) ...... 4.6 6.2 Other ...... (0.9) (0.9) Enterprise value of Adjusted Suez ...... 61.4 73.8

(1) Value of equity corresponding to a stake of 35% The valuation of Adjusted Suez through the sum of the parts methodology shows a range of enterprise value from A61.4 bn to A73.8 bn, representing a range of value per share between A37.6 and A47.2.

10.2. Valuation of Gaz de France For Gaz de France, we examined the following segments: — Exploration-Production; — Energy Purchase-Sale; — Services; — Transportation-Storage; — Distribution France; — Transportation-Distribution International.

10.2.1 Methodology Retained financial projection In the first semester of 2007, Gaz de France prepared consolidated financial projections for 2008-2010 in the context of its middle-term planning process.

233 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 On February 27, 2008, Gaz de France published its 2008 financial targets, stating that these targets were in line with the 2008-2010 consolidated financial projection. The only difference retained by Gaz de France was that these targets were based solely on organic growth assumptions whereas the 2008-2010 consolidated financial projections were based on organic growth as well as external growth assumptions.

As of the date of this Report, Gaz de France had not updated its middle-term strategic plan for 2009 and 2010.

The available cash flows used for the period 2008-2013 come from:

— this 2008-2010 consolidated financial projections;

— the extrapolation by Oddo Corporate Finance of this financial projection to 2013, backed by discussions with the management teams of Gaz de France;

— Oddo Corporate Finance assumptions relating to the spread of 2008-2013 flows between segments i) on the basis of the historical flows by segment in 2005, 2006 and 2007, and ii) backed by discussions with the management teams of Gaz de France;

— macroeconomic assumptions and prices forecasts for raw materials, underlying the financial projection and based on future market prices and price models available as of June 11, 2007.

Thus, the Gaz de France consolidated financial projection takes into account consistent macroeconomic assumptions, considering the economic context at the time of its establishment, i.e.:10

— a US$/ A exchange rate of 1.35 in 2008;

— a price for Brent of approximately 70 US$ in 2008;

— an electricity price ranging between A50 and A70 / MWh in Western Europe in 2008.

These assumptions do not take into account recent changes in raw material prices or exchange rates (in particular the US$ / A exchange rate), the magnitude and structural nature of which are yet to be confirmed.

The impact of the extrapolation of the real averages for the price of Brent in 2008 to the full years 2008 and 2009 is difficult to quantify, insofar as the impact of a change in the price of Brent on the Gaz de France revenues and EBITDA is diffuse over time, with a short-term impact (particularly for the Exploration-Production segment) and a much longer impact in time (particularly for the Energy Sale-Purchase segment).

However, the assumptions used by Gaz de France in its 2008-2010 consolidated financial projections are consistent with the market consensus for the middle-term and long-term. As the portion of 2008 and 2009 flows in the total valuation of Gaz de France is fairly limited, the impact of a significant difference between the market prices and the macroeconomic assumptions on the total valuation of Gaz de France is, therefore, fairly low in general.

Finally, insofar as the purpose of the Report is to assess the fairness of the Exchange Ratio from a financial standpoint to the Suez shareholders, it is appropriate to measure the compared relative impact of a change in the assumptions used on the valuations of Adjusted Suez and Gaz de France. In this respect, the assumptions retained by Gaz de France and Suez for the price of Brent are not the same in their respective financial projections prepared. The impact on our valuation works is however low.

Other methodological elements

The financial projection provided by Gaz de France notably includes investments which do not contribute to cash flows over the discounting period (projects initiated but which do not generate flows over the period). These non- contributing investments, which amount to over A2 bn for the period between 2008 and 2010, have been taken out from the retained financial projection (Oddo Corporate Finance assumptions following discussions with the management).

10 Additional explanations from Oddo Corporate Finance: this should be read as follows “Thus, with respect to the consolidated financial projections of Gaz de France for the period 2008-2010, Gaz de France confirmed to us that it retained assumptions relating to macroeconomic data consistent with the economic context at the time at which they were prepared. These data, which are not specific to Gaz de France, but relate to a whole combination of publicly available macroeconomic information, include:”

234 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 10.2.2 Valuation of Exploration Production Retained financial projection The financial projection is based on a doubling of the production by 2013 as a result of the completion of development projects, particularly Snohvit, Gjoa and Touat. However, an assumption of sensible decrease in the price of Brent in July 2009 results in an adverse price effect on revenues, whose growth does not exceed 3% over the period covered by the financial projections. While the new development projects support the levels of EBITDA margin, which is in excess of 70% by 2013, the nature of certain production agreements, which can be different in each country, may introduce tax biases. Thus, the price of the implementation of Gaz de France in Norway is impacted by a heavy tax rate of 70%. The corporate tax rate for the Exploration-Production segment is, therefore, about 50% with respect to the financial projection. Investments (excluding non-contributing investments) show a peak of 50% of revenues in 2009 before dropping quite significantly.

Discounted cash flows analysis Flows were discounted over the period 2008-2013 using a WACC of 9.0%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.0% and iii) an unlevered beta estimated by analogy with comparable companies in the oil and gas upstream sector. The terminal value was calculated on the basis of: — a normalized cash flow, taking into account an EBITDA margin down slightly from 2013 forecasts and ratio of investments to revenues of 15%, a ratio of working capital requirements to revenues and a standard tax rate consistent with the last years of the financial projection; — a perpetuity growth rate of 2.0%.

Retained valuation range By comparing the analyses of sensitivity and the financial and operational parameters, we used a range of enterprise value for the Exploration-Production segment between A6.0 bn and A7.0 bn.

Elements of consistency with an analysis by multiples of trading comparables For information purposes, we analyzed the reserves multiples of a panel of companies which can be compared to the Exploration-Production segment: Dana Petroleum and Venture Production. The reserves multiples of Gaz de France implied from our DCF valuation (multiple of enterprise value to 2007 reserves and multiple of terminal value to expected long-term reserves) are within the range of the 2007 reserve multiples for Dana Petroleum and Venture Production.

10.2.3 Valuation of Energy-Purchase & Sales Retained financial projection With respect to the individual and business customers, the financial projection takes into account the assumption of a loss of Gaz de France market share, which are projected on the basis of the losses of the historical supplier on the British market as of the date of deregulation of this market. However, the implementation of a “cost plus” regulation by the French CRE is supposed to restore downstream margins to allow Gaz de France to re-gain, by 2010, its cumulative losses related to its administered activities (A927 m as of December 31, 2007). With respect to major accounts, we assumed a growth in volumes in France, Germany, the Benelux countries and Italy which offsets the margins reduction. In the upstream segment of Energy-Purchase & Sales, the gas volumes which are handled sharply increase despite very prudent margins. Electricity production capacity is also supposed to grow sharply because of major projects by 2010 (CycoFos, Saint-Brieuc, Montoir), which will cover 50% of Gaz de France electricity sales. While the very slight growth in revenues is not a relevant indicator for assessing the activity of this segment, the increase in the level of EBITDA margin by nearly 2 points in the future should be noted, which is due to the increase in the number of electricity generation units.

235 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The level of working capital requirements is significant for this segment of the group and represents 14% of the revenues. Investments represent approximately 2% to 3% of the revenues following reclassification of non- contributing investments.

Analysis by discounted cash flows Flows were discounted over the period 2008-2013 using a WACC of 8.0%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.0% and iii) an unlevered beta taking into account the strong sensitivity of the results of this segment to exclude causes such as weather (A+/- 500 m on the annual EBITDA according to the financial analysts monitoring Gaz de France). The terminal value was calculated on the basis of: — a normalized cash flow that takes into account the stabilization of the EBITDA margins and a ratio of investments to revenues of 1.5%, a ratio of working capital requirements to revenues and a standard tax rate in line with the last years of the financial projection; — a perpetuity growth rate of 2.0%.

Retained valuation range By crossing the sensibility analyses and the financial and operational criterions, we calculated an enterprise value range for the Energy-Purchase & Sales segment between A8.8 bn and A10.2 bn.

Elements of consistency with an analysis by multiples of trading comparables For information purposes, we analyzed the trading multiples of Distrigaz, a comparable company that is relatively close to the Energy-Purchase & Sales segment. We note that the multiple of enterprise value to EBITDA 2008 for the Energy-Purchase-Sale segment remains lower than the multiple of enterprise value to EBITDA 2008 for Distrigaz, which is currently the target of a tender offer, with a price that therefore takes into account a premium.

10.2.4 Valuation of Services Retained financial projection The Services segment is characterized by organic growth of approximately 4.5% which is slightly better than the market as a result of limited gains in market share. In addition, industrial investments, and notably identified acquisition projects, contribute to a significant increase of the EBITDA in 2008. Investments, excluding acquisitions, are relatively limited and represent an annual average of 2% to 5% of the future revenues. The development strategy related to heating networks explains that the EBITDA margins are sustained which amount approximately to 8% over the period covered by the financial projection.

Discounted cash flows analysis Flows were discounted over the period 2008-2013 using a WACC of 7.5%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.0% and iii) an unlevered beta estimated by analogy by the analysts. The terminal value was calculated on the basis of: — a normalized cash flow taking into account an EBITDA margin, a ratio of investments to revenues, a ratio of working capital requirements to revenues and a standard tax rate in line with the last years of the financial projections used; — a perpetuity growth rate of 2.0%.

Retained valuation range By crossing the sensitivity analyses and the financial and operational criterions, we calculated a range of enterprise value for the Services segment between A1.5 bn and A1.8 bn.

236 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 10.2.5 Evaluation of Transportation-Storage Retained financial projection The financial projection of the Transportation-Storage segment shows a strong growth in EBITDA driven by the program to increase re-gasification and transportation capacities: the Regulated Asset Base (RAB) in transmission and LNG terminals should rise by nearly one third in the middle-term. The useful storage volumes of Gaz de France also rise by nearly 10% in the same period.

Valuation analysis We used as the value for the Transportation-Storage segment the RAB of the transportation infrastructures and LNG terminals calculated by the French Energy Regulatory Commission (CRE). Since the EBITDA of this segment is directly determined by the rate of remuneration applied to the RAB, it is consistent to use this as the enterprise value. By discounting the cash flows of the Transportation-Storage segment at the rate of remuneration of the RAB after taxes, we obtained an enterprise value significantly higher than the RAB. In conclusion, it appears reasonable to use a Regulated Asset Base plus a premium of 10% to 20% as the enterprise value of the Transportation-Storage segment.

Retained valuation range We used an enterprise value range between A6.5 bn and A7.1 bn for the Transportation-Storage segment.

Elements of consistency with an analysis by multiples of trading comparables The premium used on the RAB is in line with the premiums observed on the RABs of Snam Rete Gas or Enagas.

10.2.6 Distribution France Retained financial projection The financial projection shows a high level of investments in order to continue the connection work of the new delivery points, the high level of safety through continued treatment of risk factors, and the continuation of a high level of replacement expenses for the networks under concession. These investments result in growth of the RAB, starting with net growth in the EBITDA.

Valuation analysis We used as the value for the Distribution France segment the RAB calculated by the CRE. Since the EBITDA of this segment is directly determined by the rate of remuneration applied to the RAB, it is consistent to use this as the enterprise value. By discounting the cash flows of the Distribution France segment at the rate of remuneration of the RAB after taxes, we obtain an enterprise value significantly higher than the RAB. As a conclusion, it appears reasonable to use a RAB plus a premium of 10% to 20% as the enterprise value of the Distribution France segment.

Retained valuation range We used a range of enterprise value for the Distribution France segment between A14.5 bn and A15.8 bn.

Elements of consistency with an analysis by multiples of trading comparables The premium used on the RAB is in line with the premiums observed on the RABs of Snam Rete Gas or Enagas.

10.2.7 Transportation-Distribution International Retained financial projection The retained financial projection only assumes a slight change in the assets already in the portfolio. In addition to industrial investments, the identified external growth relays are the gas distribution concessions in Central and Eastern Europe, the continuation of the development strategy in Italy and infrastructures acquisitions or expansions

237 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 supporting positions already established in Romania, Italy, Hungary and Mexico. Investments are in a range between 12% (short-term) and 4% (middle-term) of revenues. In a context of significant growth limited to the period 2008-2009, the EBITDA margins significantly increase in the middle-term, after a slight downturn in 2008-2010.

Discounted cash flows analysis Flows were discounted over the period 2008-2013 using a WACC of 7.0%, determined in particular on the basis of a risk-free rate of 4.36%, ii) a market risk premium of 5.0% and iii) an unlevered beta estimated by analogy with comparable companies. The terminal value was calculated on the basis of: — a normalized cash flows taking into account a steady EBITDA margin as of 2013 and a ratio of investments to revenues of more than 4%, a need in working capital to revenues and a normative tax rate in line with the last years of the retained financial projections; — a perpetuity growth rate of 2.0%.

Retained valuation range By crossing the sensitivity analyses and the financial and operational criterions, we calculated a range of enterprise values for the Transmission-Distribution International segment betwen A6.4 bn and A7.9 bn.

Elements of consistency with an analysis by multiples of trading comparables The multiples resulting from terminal value over standard EBITDA are consistent with those of the panel resulting from the trading comparables method.

10.2.8 Summary of conclusions of the Gaz de France valuation The summary of our valuation of Gaz de France is as follows: Enterprise value (bnE) Min Max Exploration-Production ...... 6.0 7.0 Energy Purchase-Sale...... 8.8 10.2 Services...... 1.5 1.8 Transportation-Storage ...... 6.5 7.1 Distribution France ...... 14.5 15.8 Transportation-Distribution International ...... 6.4 7.9 Gaz de France enterprise value ...... 43.6 49.8 The valuation using the sum of the parts of Gaz de France shows a range of enterprise value between A43.6 bn and A49.8 bn, which corresponds to a range of value per share between A41.3 and A47.7.

10.3. Summary of conclusions of the intrinsic approach The table below sets forth the retained respective ranges of values per share of Adjusted Suez and Gaz de France and the corresponding exchange ratios. The middle of the range of the exchange ratios resulting from the intrinsic approach is 0.95, which represents a premium of 0.6% compared to the exchange ratios amounting approximately to 0.9545. Adjusted Suez Gaz de France (E per share) (E per share) Exchange Ratio(1) Low High Low High Low High Average Premium(2) 37.6 47.2 41.3 47.7 0.91 0.99 0.95 0.6%

(1) Exchange ratio resulting from the criterion considered. (2) Premium resulting from the exchange ratio using this criterion.

238 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 11. Analysis of the characteristics of the Transaction 11.1. Financial terms of the Transaction

11.1.1 Analysis of the impact of the synergies resulting from the Transaction for the Suez shareholders In the context of our work, we reviewed the public documents and presentations of the Suez Financial Advisors relating to the synergies resulting from the Transaction. Suez and Gaz de France value the operational synergies resulting from the merger of Suez and Gaz de France to A970 m per year (before taxes) by 2013, including A390 m per year (before taxes) of synergies that can be generated by 2010 (hereinafter the “Synergies”). Moreover, we reviewed the comments of analysts specialized in this industry with respect to the amount, the calendar and the probability of achieving the Synergies. The managements of Suez and Gaz de France consider that the Synergies will be reached through i) the optimization of the natural gas supply (A100 m by 2010 and a total of A180 m), ii) savings on purchases non-related to energy (A120 m total), iii) savings on operational and selling costs (A170 m by 2010 and a total of A320 m), and iv) synergies in revenues (A350 m total). The achievement of these synergies of revenues will require the implementation of development investments (new power plants, liquefied natural gas chain). In addition, the Transaction should enable GDF Suez to improve its cash position through the use of a maximum of A3 bn in deficits of the Suez tax group (a portion of which is considered as deferred tax assets); being said that approximately A2.2 bn thereof could be used, subject to an authorization from the French tax Administration. In order to value the Synergies for the Suez shareholders, we calculated the current net value of the Synergies contemplated by Suez and Gaz de France by applying a discount rate of 8.1%, which corresponds to the average of the WACCs of the Suez divisions weighted by their importance in the valuation of Suez, with a discount adjustment of 1% to take into account a higher risk of achievement. On the basis of these assumptions and analyses, the value of the Synergies is estimated at approximately A8.5 bn, which corresponds to approximately A5 bn for the Suez shareholders, i.e. approximately A3.8 per Suez share.

11.1.2 Analysis of the implied multiples of Adjusted Suez in the context of the Transaction The proposed Exchange Ratio was determined mainly by reference to the trade prices of the two companies. Although the Transaction has been designed and structured as a merger of equals, it seemed interesting to conduct a comparative analysis of the resulting multiples of Adjusted Suez based on the Gaz de France trade price in the context of the Transaction and the multiples of transactions observed in transactions involving major European companies in the energy and environmental industries, some of which included a control premium.

Calculation of the implied Suez multiples in the context of the Transaction As for the analysis of trading comparables, a separate approach for Suez Environnement was retained. The implied multiples of enterprise value to EBITDA for Suez in the Transaction were calculated i) by reference to the Gaz de France spot prices and the volume weighted averages share price for the periods of 1 month, 3 months, 6 months and for the period since the announcement of the Transaction, ii) by applying the Exchange Ratio, iii) less 65% per Suez share of the value of the Suez Environnement division which is valued by applying the multiples of trading comparables companies, and iv) adjusted for the Suez net debt. On this basis, the implied multiples of enterprise value to 2007 EBITDA range between 10.4x and 11.0x and the implied multiples of enterprise value to 2008 EBITDA range between 9.1x and 9.7x.

Transactions in the energy sector Our selection of transactions involving companies comparable to Adjusted Suez is composed of seven very large transactions (implied enterprise value for 100% in excess of A15 bn) in the European energy sector, including notably the announced transactions on Endesa, Iberdola, Scottish Power, Union Fenosa, which have sometimes led to overbids by the potential buyers. We note that the average multiples of enterprise value to EBITDA from this selection are 10.1x based on the historical data (n-1) and 8.7x based on the data for the current year. Only the transaction to delist Electrabel by Suez shows significant higher multiples. This may be due to the specific context of the transaction and to the speculative nature of the Electrabel share given the fact that the company was controlled by Suez.

239 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Transactions in the environment sector Although the weight of Suez Environment in Suez is much more marginal than the weight of Suez Energie, we analyzed the transaction multiples concerning companies comparable to Suez Environnement. Our selection of takeover transactions related to companies comparable to Suez Environment is composed of transactions in the water and waste management sector in Europe with respect to which there was available public data and in particular Séché Environnement’s bid for Saur and the recent acquisitions made by Veolia Environ- nement, FCC, etc. Because of the absence of forecast data on the acquired companies, we only analyzed historic multiples of transactions. The average multiples of enterprise value to EBITDA provided by this selection are 10.2x for historical data (n-1).

Summary of conclusions As a conclusion, the implied multiples for Suez in the Transactions are close to the multiples of transactions observed on transactions relating to companies which can be compared to Adjusted Suez and on transactions on companies which can be compared to Suez Environnement.

11.2. Context of the Transaction 11.2.1 Negotiation process between Suez and Gaz de France that led to the Transaction The Transaction, as envisaged to date, can be considered as the result of lengthy negotiations that began at the end of 2005 and were accelerated in February 2006 following the public announcement by Enel of its intention to acquire Electrabel, a subsidiary of Suez, and rumors of a takeover bid by Enel and Veolia over Suez. Thus, at first glance, the principle of a merger between Gaz de France and Suez, which was announced by the two groups on February 27, 2006, corresponds to a trend towards consolidation in the Energy sector in Europe, as witnessed by the majority transaction and takeover deals described above. The merger exchange ratio proposed between Gaz de France and Suez at that time was one Suez share for one Gaz de France share, following payment by Suez of an exceptional dividend of A1.25 billion to its stockholders (i.e. A1 per Suez share), subject notably to the following: — approval of the Gaz de France privatization bill by the Council of Ministers (June 28, 2006); vote of the privatization bill by the National Assembly (September 28, 2006) and approval by the Constitutional Council (Conseil Constitutionnel) of the Gaz de France privatization bill (December 2, 006); — filing of remedies with the European Commission (October 13, 2006); — consent by the Suez institutional and reference stockholders to the proposed transaction, some stockholders having expressed their opposition to the initial plan (letter from Knight Vinke Asset Management to the Suez Board of Directors dated November 17, 2006); — opinion of the employee representatives of both groups on the contemplated merger:- the Gaz de France European Works Council issued a negative opinion on the merger with Suez (March 11, 2008); the French Central Works Council issued a negative opinion on the merger with Suez (May 26, 2008). The Suez Works Council issued a positive opinion on the merger with Gaz de France (29 November 2007), the Suez European Dialogue Authority issued a negative opinion on the merger with Gaz de France (January 7, 2008), the Suez Environnement Works Council issued a positive opinion on the merger with Gaz de France (10 December 2007). Given the market’s reactions, the intent of the French State not to own less than one third of the share capital and voting rights of Gaz de France (then of GDF Suez) and the intent of Suez not to sell the Environment assets, Gaz de France and Suez announced the final terms of the Transaction in a press release on September 3, 2007. These terms are listed below: — Merger of equals based on an exchange ratio of approximately 0.9545 Gaz de France share for one Suez share, i.e. 21 Gaz de France shares for 22 Suez shares; — Distribution by Suez, immediately prior to the merger, to the Suez stockholders (excluding Suez itself) of 65% of the share capital of Suez Environnement;

240 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — A steady interest of 47% in the capital of Suez Environment to be provided in a stockholders’ agreement among the main stockholders of Suez Environnement. First of all, it should be noted that, all other things being the same (including the change in growth and profitability profiles of the two groups Suez and Gaz de France between February 2006 and today) this new exchange ratio is on the face of it an improvement of the financial terms for the Suez shareholders compared to the initial financial terms of the Transaction of February 2006. Based on the Gaz de France one-month volume weighted average share price as of May 16, 2008, a premium of 10.1% can be observed between the exchange value of the Suez share according to the final terms of the Transaction and the exchange value of the Suez share under the initial terms of the Transaction, based on a volume weighted average share price and a value of Suez Environnement calculated using the trading comparables methodologies. Exchange value per Suez share — 1st offer (E) ...... 43.4 Exchange value per Suez share — 2nd offer (E) ...... 47.8 Premium on first offer ...... 10.1% Furthermore, it has been confirmed to us that, during the two years spent implementing the merger between Gaz de France and Suez, no formal offer by a third party, on Suez or Suez Environnement, has been received by the managers or directors of the Suez group that could have resulted in more advantageous financial terms than those of the merger with Gaz de France, despite the numerous market rumors (Veolia Environnement, Enel, Pinault) since the Transaction was announced in February 2006.

11.2.2 Role of the State in mergers and acquisitions in the energy sector Following the Transaction, the French State, which is currently the majority shareholder of Gaz de France, i) will be the main shareholder of GDF Suez holding approximately 35.6% of the share capital and the voting rights, and will have a golden share and ii) will remain involved in regulating a significant portion of the assets of GDF Suez, particularly the old assets of Gaz de France as well as the tariffs charged by some of the assets of the new group. For that reason, the specific role played by the State in the new combination should be examined more closely.

i) Presence of the States in the energy sector Firstly, the French State is not an exception compared to practices in Europe. The deregulation of the Energy market caused the major European gas and power utilities to expand beyond their national borders, changing the context of the energy market. Thus, Europe witnesses a number of mergers and a consolidation of the energy sector around large corporations like EDF, Suez, E.On and Enel. This liberalization of the market led to greater patriotism from the European countries with greater attention paid to merger deals in the sector. The authorities do not hesitate to sollicit state-owned businesses or to amend their regulations to prevent any threat of unsolicited takeover bids. Italy also chose a protectionist strategy in the highly sensitive energy sector when EDF launched a takeover bid on Italian company Edison. At the same time as a legislative decree capping at 2% the voting rights of EDF, which owned a majority interest in the company, the Italian government passed a law in August 2004, giving it the initiative to intervene if any Italian company fell under the control of a state-funded foreign company, before negotiating the terms of the takeover of the group by EDF. The Spanish government attempted to prevent the purchase of Endesa by Germany’s E.On and suggested a merger between the country’s top electric utility and natural gas utility Gas Natural. The Spanish State then amended the national laws by issuing a legislative decree stipulating that the Spanish regulatory authority may examine any takeover bids affecting strategic public interests. In Spain, the State can also object to the takeover of a national company by any foreign company, under certain conditions, pursuant to a 1999 law. Meanwhile, companies can solicit national authorities to defend themselves from a hostile takeover bid. This was the case of Iberdola when it faced a public offering by EDF. Following the public offering by EDF, Iberdola asked the CNE (Spain’s energy regulatory authority) to limit the voting rights of the BTP company ACS, its main shareholder, for fear that it would act jointly with EDF to launch a hostile takeover bid. In Belgium, the public offering launched by Suez on Electrabel in 2005 turned out to be a success, not without concessions for the buyer. In fact, the Belgian authorities made Suez sign an agreement, the “Pax Electrica”, in

241 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 which the French company agrees to guarantee that its Belgian subsidiaries (Electrabel, Fluxys, Distrigaz and Tractebel) will continue to be based in Belgium and to take the necessary steps to rebalance the Belgian market. In 2006, when the merger between Suez and Gaz de France was announced, the Belgian government announced its intent to add additional measures to the agreement entered into the previous year (via the signing of a “Pax Electrica II”) in order for the Belgium market to benefit from competition and to avoid any monopolies (increase in the number of operational players in the electricity production). As a conclusion, ownership by a State of stock in a utility company and / or any of its subsidiaries operating in the energy sector is not an isolated phenomenon, particularly in Europe.

Stock ownership by the State in some European companies in the energy sector

RWE (Germany)

Enel (Italy)

Fortum (Finland)

Verbund (Austria)

CEZ (Czech Republic)

GDF (France)

EDF (France)

0.0% 15.0% 30.0% 45.0% 60.0% 75.0% 90.0%

Sources: Companies

In this European environment, where it is common for a State to own an interest in energy companies and the French State ownership in GDF Suez can be considered as an additional step in building a global European energy group.

ii) Golden share

Decree No. 2007-1790 of December 20, 2007 establishing a golden share for the French State in Gaz de France SA pursuant to Article 39 of the Energy Sector Act amending Article 24-1 of law No. 2004-803 of August 9, 2004 converts one State-owned common share in Gaz de France into one golden share. This golden share is intended to protect France’s basic interests in the energy sector in order to insure the continuity or the security of its energy supply. The golden share gives the French State a permanent veto right against any decisions by Gaz de France SA (and then by GDF SUEZ) or its French subsidiaries which would lead to, either directly or indirectly, the assignment in any form whatsoever, the transfer of the operation, the granting of a pledge or security or the change of the purpose of certain assets referred to by the decree, if it considers that such decision is contrary to France’s basic interests in the energy sector in order to insure the continuity and security of its energy supply. As a result of the Transaction, the shareholders of Suez, which is not a company controlled by the government, will become shareholders of GDF SUEZ, a company in which the French State owns a golden share. We have analyzed the consequences of this golden share granted to the French State in terms of the rights of the Suez shareholders prior to and following the contemplated Transaction. It should be noted that the existence of a golden share granted to a State is not new for the Suez group. In fact, the Belgian State has a golden share or specific share in three Suez’ subsidiaries - Fluxys, Distrigaz and Synatom. These golden shares were granted to the Belgian State prior to the announcement of the merger between Gaz de France and Suez on September 2, 2007 and aside from any consideration related to it.

242 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 A. The Belgian State’s golden share in Fluxys gives it the following prerogatives: — the right to appoint two representatives of the Federal Government with an advisory vote at the Board of Directors and the Management Committee; — the right for the Minister, at the urging of the Government representatives, to cancel any decisions contrary to the federal energy policy; — a veto right for any decision relating to the sale or the pledge or security of certain strategic assets, if the Minister considers that the contemplated deal violates the national interests in the energy sector; — A right to extension and a specific voting right in case of a freeze at the company’s shareholders’ meeting with respect to any issue relating to the targets of the federal energy policy. B. The Belgian State’s golden share in Distrigaz gives it the following prerogatives: — the right to appoint two representatives of the Federal Government with an advisory vote to the Board of Directors and the Management Committee; — the right for the Minister, upon call by the Government representatives, to cancel any decisions contrary to federal energy policy; — a right to extension and a special voting right in case of a freeze at the company’s shareholders’ meeting with respect to any issue relating to the targets of the federal energy policy C. The Belgian State’s golden share in Synatom gives it the following prerogatives: — the right to be informed in advance of some securities transfers and to veto them if the Federal Ministry considers that such transfers would result in a change of the distribution of the voting rights within Synatom in such a way that it will be contrary to the national interests in the energy sector; — the right to appoint two representatives of the Federal Government with an advisory vote at the Board of Directors and the Management Committee; — the right for the Federal Minister, upon call by the Government representatives, to cancel any decisions contrary to federal energy policy; — a special voting right in case of a freeze at the company’s shareholders’ meeting with respect to any issue relating to the targets of the federal energy policy. Thus, prior to the Transaction, Suez could already have been considered as a group in which the State (Belgian in this instance), had and will continue to have for the businesses of Synatom, the only business unit not required to be sold under the Remedies, prerogatives on the management of the group’s strategic assets engaged in the energy business. Other groups in the European energy sector have golden shares, namely Enel, Eni and Endesa, thus this should not be considered a major innovation for the Suez minority shareholders. As a conclusion, it should be pointed out that the assets concerned by the French government’s golden share are part of the strategic interest of the merger, and Suez has confirmed to us that it has no intent of selling or transferring them.

iii) The Role of the State as Regulator in the Energy Sector Every European country has an independent administrative authority in charge of monitoring that the gas and electricity markets operate properly: such as the Commission de régulation de l’électricité et du gaz (CREG) in Belgium, the E-Control in Austria, the Bundesnetzagentur (BNA) in Germany, the Comision Nacional de Energia (CNE) in Spain, the Autorità per l’energia elettrica e il gas (AEEG) in Italy and the Commission de Régulation de l’Energie (CRE) in France. In France, the CRE “works for the benefit of end consumers, for the proper operation of the gas and electricity markets”.

At the national level, the CRE has three main missions: (1) Guaranteeing access to networks and promoting capital investment

243 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 (2) Promoting the growth of competition and seeing to it that consumers benefit from the complete opening up of the markets (3) Helping to implement the public service requirements set by law-makers In the context of its missions, the CRE maintains close relationships with the French government. Thus, the prices charged by Gaz de France to access methane terminals and by its subsidiaries in charge of the infrastructures management to access the natural gas shipping and distribution terminals are set by the ministers in charge of the economy and energy upon recommendation of the CRE. These rates are based mainly on the charges applied to a regulated assets base (RAB). The authorities can decide to reduce the rate charged or to modify the calculation of the RAB. The authorities can also refuse to take into account certain operating expenses or capital investments made by Gaz de France or its subsidiaries in calculating the rates charged. In addition, a portion of the energy sales made by Gaz de France results from the administered rates, which are subject to specific regulations. Thus, with regard to the sale of natural gas in France, for the years 2005-2007, the principles for setting the rates were provided by decree of the Ministry of the Economy, Industry and Employment on June 16, 2005 (the so-called 2005-2007 Public Service Contract). The decree was only partially applied during that period. Moreover, the validity period of the public service contract ended on December 31, 2007. A new regulatory framework has to be established to govern any changes in the rates charged. Discussions are now being held with the authorities regarding the terms of the rates under the future 2008-2010 public service contract. This regulatory framework has a significant impact on the current market context as regards the raise in oil prices, as it is likely to create a shortfall related to the partial impact of these costs of regulated prices. Thus, as of December 31, 2007, Gaz de France recorded a loss in earnings of A927 million due to the delay in impacting the increase in its supply costs on the natural gas rates charged in France. The change in the regulations (in particular, with respect to the 40% excess productivity gains posted by Gaz de France) was taken into account in our appraisal, since the Gaz de France financial projections assume this loss in earnings will be caught up which seems consistent with the recent increases in regulated tariffs and the terms of the new regulations effective for the 2008-2012 period.

iv) With Respect to Securities Law Prior to the contemplated Transaction, the French state held 79.8% of the capital and voting rights in Gaz de France. Under Article 24 of Law No. 2004-803 of August 9, 2004, as amended by Article 39 of Law No. 2006-1537 of December 7, 2006, the State must own more than one third of the capital in Gaz de France. In that Gaz de France now belongs to the French public sector, the transfer of its control to the private sector is subject to the application of the procedures set forth in Law No. 86-912 of August 6, 1986 relating to the terms and conditions of privatization, as amended by Law No. 93-923 of July 19, 1993. The decision to transfer Gaz de France from the public sector to the private sector was made by Decree No. 2007-1784 of December 19, 2007, pursuant to Law No. 93-923 of July 19, 1993 relating to privatization. The completion of the merger of Suez by Gaz de France will involve the transfer to the private sector of most of the share capital of Gaz de France. The law governing Public Tender Offers in France provides that whenever any person acting alone or in concert crosses the threshold of one third of the share capital or voting rights in a company whose shares are listed for trading on a regulated market, the said person must file a mandatory public offering relating to the share capital of the company. In this instance, the French State did not cross the threshold of one third of the share capital or voting rights of Suez, but amerger of Suez with and into Gaz de France, with the French State maintaining its stake in Gaz de France (now GDF Suez), which result in the French State going from being a majority shareholder to a reference shareholder holding a golden share (cf. above). Under the General Regulations of the French market regulatory body, the AMF (Autorité des marchés financiers), the AMF can also decide to make a buy-out offer on the stock of any company that is admitted for trading on a

244 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 regulated market when one or several individuals or an entities controlling the company approve the merger of such company with and into the company that controls it (according to the notion of control as defined in Article L 233-3 of the French Commercial Code) This procedure will not apply to Suez since the group is not a controlled company within the meaning of the abovementioned article of the French Commercial Code. As a conclusion, the market terms for the merger between the two groups does not entail an obligation to issue a public tender offer on Suez and thus cannot justify any notion of a control premium for Suez’s minority shareholders. This analysis is supported by the composition of the management bodies of the new group GDF Suez. Although Gaz de France is the acquiring company, the composition of the management bodies of the new group GDF SUEZ reflects a largely balanced breakdown among the executives of Suez and Gaz de France, especially the ones in the principal key positions. The allocation of the responsibilities within these departments shall be as follows:

Chairman and CEO Energy Policy Committee, G. Mestrallet J-P. Hansen

Vice-Chairman and Audit / Risk President Dept. of Integration / P. Jeunet JF. Cirelli Synergies & Performance E. Hedde Deputy: M. Pannier

Corporate Financial Y. de Gaulle Department G. Lamarche Human Resources Deputy: S. Brimont Department P. Saimpert Financial Communication Deputy: M. Morin and Sustainable Development Management of executives Department CEO E. van Innis V. Bernis Deputy: M. Le Boedec

Strategy & Sus. Development Department A. Chaigneau Deputy: D. Sire International Relations Department Research / Innovation JM. Dauger Department M. Florette Deputy: M. De Witte

The GDF SUEZ Board of Directors will be composed of the same number of members proposed by Suez and by Gaz de France. Its chairman will be Gérard Mestrallet, who is the current chairman of the Suez Board of Directors. Furthermore, the Suez shareholders will own 55.5% of GDF SUEZ share capital and voting rights while Gaz de France shareholders will own 44.5% of GDF SUEZ share capital and voting rights. In light of the above, although Gaz de France is, from a legal point of view, the absorbing entity in this merger, the two companies have decided that Suez would be the absorbing entity from an accounting point of view, with respect to IFRS 3 “Business combinations” applicable to the consolidated financial statements of GDF SUEZ. It must be noted that the French State is not like any other shareholder. Over a period of twenty years and in all the companies in which it has held a majority stake, it never took control over the companies and had always reduced its stake except in situations involving restructurings or almost the bankruptcy of the said companies like Alstom. By way of example, the State, which held 98.2% in Snecma in 2001, now owns only 30.41% of the share capital in Safran. Similarly, it reduced its holding in France Telecom to 18.1% at the end of 2007, down from 55.5% in 2005; in Air France to 18.0% in 2007 down from 55.9% in 2002. The French State withdrew its stake in Total in 1997 (with a 5% stake in 1995, reduced to 0.9% in 1996) and Bull in 2005 (whereas it held 16.3% of the shares capital from 2001 to 2004)

245 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 11.2.3 Analysis of Remedies On October 13, 2006, Suez and Gaz de France committed to implement Remedies to obtain support from the European Commission on their proposed merger. These measures came in response to the complaints by Brussels on August 18, 2008 that the merger might violate free competition in Europe. Its concerns were related precisely to the natural gas and electricity markets in Belgium, as well as the natural gas markets and heating networks in France. For Suez, the remedies involved mainly the following: — Distrigaz : • The sale of Suez’s stake in Distrigaz, the guarantee by Suez of the supply Electrabel’s natural gas needs (a supply contract not exceeding 70TWh), a possible pre-emptive right for Publigaz • The transfer of Distrigaz & Co to Fluxys and the application in Belgium of the Code of Good Conduct to new transit contracts — Fluxys : • the decrease in the shareholding in Fluxys to 45% and the loss of control • the autonomy of Fluxys management guaranteed by new governance principles — Gas infrastructures in Belgium • The increase up to 60% of the interest owned by the new group in the terminal • The implementation of measures facilitating the access to the Zeebrugge hub • The market consultation for the second extension of the Zeebrugge LNG terminal • The expansion of the north-south transit capacity through Belgium • New storage capacity Concerning the sale of the Suez stake in Distrigaz, three potential buyers were selected on March 26, 2008: E.On, Edf and Eni. Ultimately, Eni was selected on May 24, 2008. In our valuation work, we selected for Distrigaz and Fluxys a value based on the latest trading prices of those companies.

11.3. Analysis of the Distribution of Suez Environnement Company As part of our appraisal, and in order to assess the fairness, from a financial point of view, of the Transaction to the Suez shareholders, we analyzed the Spin Off-Distribution and in particular, we reviewed the agreements associated therewith that are likely to have an impact on the assessment of the Transaction.

The Suez Environnement Company Shareholders’ Agreement Suez (whose rights and obligations will be completely assumed by GDF SUEZ following completion of the Transaction under this shareholders agreement), Groupe Bruxelles Lambert, Sofina, Caisse des Dépôts et Con- signations, Areva and CNP which should hold in the aggregate 47% of the share capital and voting rights of Suez Environnement Company at the end of the Spin Off-Distribution, as well as Suez Environnement Company, will enter into a shareholders’ agreement for a five-year term, renewable as from the date of the Suez General Meeting called to approve the Spin Off-Distribution, and that provides for the following: — the allocation between the parties to the shareholders’ agreement of the seats at the Board of Directors of Suez Environnement Company (nine directors elected upon a motion by GDF SUEZ, four independent directors elected by mutual consent of the parties to the agreement upon a proposal of the Chairman of the Board of Directors (reduced to three in the event of the appointment of a director representing employees shareholders), two directors appointed upon a motion by Groupe Bruxelles Lambert, one director appointed upon a motion by Areva, one director appointed upon a motion by CNP and one director appointed on a motion by Sofina); — the election of the Chairman of Suez Environnement Company by the board of directors upon a motion by GDF SUEZ, and the appointment of the Chief Executive Officer upon a motion by the Chairman;

246 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — the creation and composition of four committees of the Board of Directors (audit and accounts committee, appointment and compensation committee, ethics and sustainable development committee and strategic committee); — the adoption of the decisions of the Board of Directors by a simple majority of its members. The Chairman will have the casting vote in the event of a tied vote, with the exception, in particular, to decisions affecting the share capital or the bylaws, or relating to all exceptional distributions, which have to be taken by a qualified majority of two thirds of the members of the Board of Directors; — an obligation for parties to the shareholders agreement to consult each other before every meeting of the Board of Directors and every meeting of the General Assembly of shareholders called to take important decisions; — a reciprocal preemptive right among the parties to the shareholders’ agreement that applies to all transfer of Suez Environnement Company shares (with the exception of permitted transfers, including sales by a shareholder of shares representing less than 10% of its holding on the last day of the month prior to the concerned sale, assessed over a 12-month period), according to the following terms and order of priority: • in the event of a sale by GDF SUEZ of its shares, each party to the shareholders’ agreement shall have a first rank preemptive right and Suez Environnement Company shall have a second rank preemptive right; • in the event of a sale by one of the other parties to the shareholders’ agreement, each party (apart from GDF Suez) will have a first rank preemptive right, GDF SUEZ will have a second rank preemptive right and Suez Environnement Company will have a third rank preemptive right; — the obligation for all parties to notify GDF SUEZ, in its capacity as the manager of the agreement, of any intent to acquire shares; — the parties to the shareholders’ agreement are prohibited from acquiring securities that will result in the obligation to file either a tender offer or a price guarantee (garantie de cours) concerning Suez Envi- ronnement Company by shareholders acting in concert; — a tag-along in favor of the other parties to the shareholders’ agreement in the event of the sale by GDF SUEZ of the majority of its interest in Suez Environnement Company. The shareholders’ agreement shall be terminated before its term, if (i) all the shares subject to the agreement represent less than 20% of the share capital of Suez Environnement Company, or (ii) GDF SUEZ is no longer the predominant shareholder of the concert following the sale of shares in case of the exercise of the preemptive right. Furthermore, should a party hold less than a third of its initial shareholding, the agreement would be terminated for the said party but remain in force in all its provisions for the other parties. The shareholders’ agreement will constitute an agreement to act in concert within the meaning of Article L. 233-10 of the French Commercial Code. GDF SUEZ plays a predominant role in this agreement. The provisions of the agreement and, in particular, the possibility for GDF SUEZ to appoint half the members of the Board of Directors, including the Chairman who has a casting vote, as well as the appoint upon a motion by the Chairman, of the Chief Executive of the Company, shall confer the control of the company to GDF SUEZ. With respect to the change in holding of the shareholders concerned by the agreement other than GDF SUEZ, these shareholders have stated that they could in the short term envisage the reinforcement of their stake in the share capital of Suez Environnement Company and could consequently, during a stabilization period of 30 calendar days following the date of completion of the Spin Off-Distribution (and subject to prevailing market conditions during the stabilization period), acquire shares on the market to bring the total share owned by the parties to a level close to 50% of the company’s share capital and voting rights (without exceeding this threshold). The draft Shareholders’ Agreement, because of the tag-along right provided, allows the parties to receive a cash payment for their holdings in Suez Environnement Company in the event of the sale of more than half of the shares held by GDF SUEZ in Suez Environnement Company, at the same price, to the same assignee and under the same terms and conditions as that of the transfer of its stake by GDF-SUEZ. Any intent (i) by GDF SUEZ to sell more than one third of the share capital and voting rights in Suez Environnement Company to any third party acting alone or in concert or (ii) to change the predominance in the concert would likely lead to a requirement for a mandatory public offering enabling the minority shareholders of Suez Environnement Company to benefit from financial conditions which would be at least identical to those granted to the shareholders selling their shares.

247 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In the March 27, 2008 version of the draft Shareholders’ Agreement, we did not identify any item which could have an impact on the analysis of the fairness of the Transaction.

Agreement relating to the cooperation and shared functions between Suez and Suez Environnement Company. This agreement, the execution of which was authorized by the Suez Environnement Company Board of Directors on June 4, 2008 and by the Suez Board of Directors on June 4, 2008, pursuant to the provisions of Article L.225-38 of the Commercial Code, is entered into under the condition precedent that the Transaction will close. The agreement is entered into for an initial term of five years. Following the initial 5-year term, except in case of termination by any of the signatories at least six months before expiration, it shall be tacitly renewed for one-year periods. The contract shall automatically terminate prior to its term if GDF SUEZ loses control over Suez Environnement Company, subject to the organization on a case-by-case basis of transition periods with respect to agreements that will implement the cooperation agreements. The purpose of the contract, which is part of the Transaction, is to ensure that Suez Environnement Company will continue to receive the support of its controlling shareholder and to participate in the GDF SUEZ “group” policy, in order notably to develop synergies between GDF SUEZ and Suez Environnement Company. As such, Suez Environnement Company and its subsidiaries will be able to continue to benefit from the centralized services provided directly by GDF SUEZ and some of its subsidiaries in the context of expertise centers and shared services centers and will continue to comply with the GDF SUEZ Group policy. The cooperation between GDF SUEZ and Suez Environnement Company will concern notably the following areas:

Strategy: — Monitoring, analysis and setting of guidelines for strategy and development — Research and innovation — Industrial and commercial cooperation — International relations

Human Resources: — Maintaining the Suez “employment agreement” at Suez Environnement Company — Defining the Group’s human resources policy — Recruitment — Mobility — Bonus issue plans — Employee shareholding plans — Retirement plans — Protection — Healthcare costs — Integrated, globalized career management for current managers and their potential successors — Training

Accounting: — Accounting principles — Reporting — Certificates and reports — Tools

Internal Control, Audit and Risks — External audit — Finance function

248 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 — Tax Policy — Purchasing management — Insurance — Logistics — Real Estate — Legal services, employee organizations and corporate governance — Relations with the French government — Computer services — Internal and financial communications and sustainable development The services provided under the contract will be billed between Suez Environnement Company and GDF Suez, in accordance with the market conditions. The nature and the conditions under which this cooperation and shared functions agreement between Suez and Suez Environnement Company only reflects Suez’s commitments over time to Suez Environnement Company and enhances the perception of a long-term holding by GDF SUEZ in Suez Environnement Company. In the March 27, 2008 version of the draft agreement, we did not identify any item which could have an impact on the analysis of the fairness of the Transaction. The Spin Off-Distribution and the subsequent listing of Suez Environnement Company will allow every Suez minority shareholder to assess the potential creation value of Suez Environnement which will then directly valued by the market based on its own financial performances and multiples of comparable companies. The support of major shareholders of Suez is reflected by the example of Sofina, which on April 15, 2008 raised its stake in Suez to 16,500,000 shares.11 Suez Environnement will benefit thanks to (i) the shareholders’ agreement entered into among its principal shareholders and (ii) the shared services agreement from the stable backing of the GDF SUEZ Group and the associated synergies. In addition, we noted that given the financial projections of Suez Environnement Company, and given a dividend distribution rate of approximately 50%, Suez Environnement Company would reach the point of funding its own projects. Suez, Suez Finance, Suez Environnement Company and Suez Environnement will also enter into a framework agreement which provides for the main terms and conditions of the group’s future financing for the 2008-2010 period. The financing will be provided by Suez Finance or any other entity of the Suez group designated by Suez. These financings may be granted to all entities of the Suez Environnement Company group, it being said that Suez Environnement Company or Suez Environnement will have to guarantee the repayment if the financing is granted to one of its subsidiaries. The overall amount of financing granted will be limited to the total amount of financing needs of the Suez Environnement Company group as agreed each year between Suez and Suez Environnement Company. The contract notably provides that notwithstanding the granting of financing to the Suez Environnement Company group, Suez Environnement Company and Suez Environnement undertake for the entire duration of the contract and subject to certain exceptions, neither to dispose of all or part of their assets without the prior agreement of the Suez group nor to grant securities on their assets for funding requirements. The financing undertaking of the Suez group will end and the group will be entitled to request the repayment of the financing granted in the event of a change of control of the Suez Environnement Company group, i.e. in case of (i) the loss by Suez of its control over Suez Environnement Company within the meaning of Article L.233-3 of the French Commercial Code or the the loss of the power to appoint or dismiss a number of members of the administration, management or supervisory bodies of Suez Environnement Company having together the majority of the voting rights of said bodies, (ii) the loss by Suez of its control over Suez Environnement within the meaning of Article L.233-3 of the French Commercial Code, or (iii) the termination of the full consolidation (within the meaning of IFRS standards) by Suez of Suez Environnement Company and Suez Environnement.

11 Source: Reports by the Board of Directors and the Auditor to the Annual General Meeting of May 5, 2008.

249 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Lastly, this spin-off will enable the minority shareholders of Suez, based on their own perception of the risk/return ratio related to each business segment, Energy and Environment, to make their own choice: — Either retain the Suez Environnement Company shares and receive the benefits associated with the support of GDF Suez referred to above; — Or make an arbitrage in favor of GDF SUEZ by means of a partial or total sale of the Suez Environnement Company shares received. It should be pointed out that the Spin Off-Distribution did not entail any control premium in the value of Suez Environnement Company. Furthermore, the control premium relating to the 35% interest, associated with a shareholders’ agreement providing for the possibility to hold 47%, will be shared with the shareholders of Gaz de France who will indirectly benefit of approximately 15.6% of this control premium.

12. Critical analysis of the valuation made by the Financial Advisors to Suez In this Report, Oddo Corporate Finance conducted a critical analysis of the valuation prepared by Suez’ Financial Advisors. We reviewed and analyzed the financial opinions conducted by the Financial Advisors of Suez, BNP Paribas and JP Morgan, which were sent to us on May 21, 2008. These valuations will be presented to the Suez Board of Directors on June 4, 2008.

12.1. Comments on the methodological approach The Financial Advisors conducted a valuation using a multi-criteria approach to assess the Exchange Ratio. Like Oddo Corporate Finance, the Financial Advisors used the following principal analyses: — Analysis of the share prices of Suez and Gaz de France as of May 16, 2008 and August 28, 2008; — Analysis of the analysts’ target prices on Adjusted Suez and Gaz de France; — Trading comparable companies methodology for Adjusted Suez and Gaz de France. Like Oddo Corporate Finance, the Financial Advisors did not use the following approaches: — The net asset value or the adjusted net asset value methodology; — The discounted dividend methodology; — The recent capital transactions methodology. However, the Financial Advisors did use the discounted cash flow methodology based on the consolidated financial projections of Adjusted Suez and Gaz de France for the years 2008-2010, a method which Oddo Corporate Finance did not retain as the two companies each have businesses with very different levels of growth, margins, predictability, capital intensity, regulatory and country risks, especially Gaz de France. The Financial Advisors did not retain a valuation using a discounted cash flow analysis applied to the sum of the parts and chose to use the discounted cash flow methodology applied to the consolidated flows of Suez and Gaz de France. As described above, given the heterogeneous nature of the businesses of Adjusted Suez and Gaz de France, a sum-of-the-parts analysis seems more relevant and adapted to this situation. The sum-of-the-parts valuation analysis is also the principal method used by the analysts analyzing Suez and Gaz de France as a reference for their valuation, particularly through the discounted cash flow method. Lastly, the Financial Advisors did not use a comparable transactions analysis. As an indication, we compared the implied multiples of Suez in the Transaction with the multiples shown in transactions relating to major European companies of the energy sector.

12.2. Comments on the Methodologies Used 12.2.1 Calculating the equity value from the enterprise value The Financial Advisors made adjustments to calculate the equity value from the enterprise value which amount to A17.9 billion for Suez, A5.2 billion for Suez Environnement and A3.7 billion for Gaz de France.

250 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 We made adjustments to calculate the equity value from the enterprise value which amount to A18.0 billion for Suez, A5.3 billion for Suez Environnement and A3.6 billion for Gaz de France.

12.2.2 The trade price methodology The valuation works conducted by the Financial Advisors includes an analysis of the Suez and Gaz de France trade prices as of May 16, 2008 and August 28, 2007 as well as an assessment of the implied value of Suez Environnement. Unlike the Financial Advisors, we also analyzed the equity value of Suez Environnement implied by the market based by applying the Exchange Ratio to spot prices and volume weighted average share prices for Suez and Gaz de France for the periods of one-month, three-month and six-month and the period since September 3, 2007. The Financial Advisors focused on the opposite approach and compared the difference between the prices of Suez and Gaz de France adjusted by the Exchange Ratio since September 3, 2007 (the “spread”) to the spreads calculated by i) the application of the multiples of Veolia Environnement, the main trading comparable of Suez Environnement and ii) the valuation of Suez Environnement using a discounted cash flow method. Oddo Corporate Finance had no particular additional comment to make as to how this methodology was applied.

12.2.3 Analysts’ target price methodology The valuation by the Financial Advisors includes an analysis of the target prices calculated by the analysts analyzing Suez and Gaz de France. To calculate the Adjusted Suez value from the value of Suez, the target price is reduced by 65% of the value of the equity of Suez Environnement provided by each analyst. Oddo Corporate Finance has no particular comment to make as to how this methodology was applied.

12.2.4 The trading comparables methodology The valuation by the Financial Advisors includes an analysis of the trading multiples on Suez Energie, Suez Environnement and Gaz de France. For Gaz de France, the Financial Advisors used an average multiple based on the breakdown of its business between infrastructure activities, services, purchase / sale on the one hand, and exploration and production activities on the other hand, based on the estimated breakdown 2008 and 2009 gross operating income. Although the results of this analysis concur with those prepared by Oddo Corporate Finance, with respect to Gaz de France, we did not use the multiples of enterprise value to EBITDA of trading multiples for the Exploration & Production segment because the valuations in that sector are mainly based on the amounts, nature and location of proven and probable reserves and projects under development rather than on a current or short-term return. As such, the multiples of enterprise value to EBITDA are extremely heterogeneous among the companies in the sector. We chose to focus on the proven and probable reserves multiples of “junior oil and gas companies”. Oddo Corporate Finance has no particular additional comment to make as to how this methodology was applied.

12.2.5 Discounted cash flow methodology The valuation by the Financial Advisors contains a valuation based on the present value of the consolidated cash flows of Adjusted Suez, Suez Environnement and Gaz de France based on the financial projections for the years 2008-2010. Our critical analysis leads to the following comments: — The use of a discounted consolidated cash flow analysis is questionnable as both companies have business divisions with very different levels of growth, margins, predictability, capital intensity, regulatory and country risks, especially Gaz de France; — As stated by the Financial Advisors in their report, the limited period covered by the projections gives substantial weight to the terminal value and leads to results which are highly dependent upon the normalized free cash flow. The terminal value represents, based on the central values selected by the Financial Advisors, 92.1% of the enterprise value of Suez, 98.7% of the enterprise value of Suez Environnement and 96.5% of the enterprise value of Gaz de France. In addition, the weight of non contributing investments makes it difficult to assess the normative cash flow by 2010; — Lastly, the Financial Advisors did not conduct any analysis regarding the sensitivity of the valuation based on the key parameters identified by the managements of Suez and Gaz de France, particularly on the long-

251 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 term price of oil per barrel, the A / US$exchange rate, or long-term electricity prices, which have a very substantial impact in terms of value. Oddo Corporate Finance does not have any particular additional comment to make as to how this methodology was applied.

13. Fairness Opinion The proposed Exchange Ratio of 21 Gaz de France shares for 22 Suez shares combined with the distribution by Suez to its shareholders (other than itself) of 65% of Suez Environnement Company shares, calls for the following comments: 1) In addition to the examination of the Gaz de France and Suez trading prices since the announcement of the Transaction, the market approach to the Exchange Ratio was performed using two methodologies: on the one hand, by determining a value for Suez Environnement applying multiples of comparable companies and, on the other hand, by calculating its value implied by the difference between the trade prices of the two groups which difference was adjusted by the Exchange Ratio. The first methodology shows a slight premium for the Suez shareholders compared to the proposed Exchange Ratio, but is dependent upon the market valuation of Suez Environnement’s principal comparable notably since the beginning of 2008. The second methodology shows an implied value of Suez Environnement which is lower than the value determined using the first methodology as well as the value estimated by the main financial analysts that established a value of Suez Environnement. This difference in value can be explained, among other factors, by the relative uncertainty of the proper completion of the merger and therefore the uncertainty of the listing of Suez Environnement Company, as well as by the difficulty to structure an arbitrage between the stock of the two companies which is due to the low liquidity of Gaz de France shares. The market approach also enables to notice that the current valuation of Suez is consistent with that of the main listed European groups in the energy sector. 2) Although the intrinsic approach to this Exchange Ratio, based on the present value of the future cash flows of each of the business segments of the two groups, is dependent upon the assumptions in the financial projections prepared in the summer of 2007 which were provided to us and notably upon the middle-term evolution in energy prices and in the US$ / A exchange rate, as well as upon the level of capital expenditures to sustain the organic growth of production capacities in particular with respect to Suez’ Suez Energie Europe division and Gaz de France’s Exploration-Production segment, the results of our work show a slight premium for the Suez shareholders compared to the proposed Exchange Ratio. This approach is also of interest because it includes a valuation of Suez Environnement based on its forecasted and forward-looking intrinsic performances. 3) Although the proposed Transaction was designed and structured by the parties as a “merger of equals”, the proposed Exchange Ratio shows implied multiples of 2007 and 2008 EBITDA to the enterprise value for Adjusted Suez that are close to those observed during recent European takeover transactions in the energy and environment sectors. 4) Furthermore, the amount of synergies announced and the announced timing of their realization should also enable the Suez minority shareholders to benefit from a net present value per Adjusted Suez share of approximately A4 per share, provided that the synergies are realized in accordance with the announced timing of their realization. 5) The analysis of the two-year negotiations history regarding the implementation of this transaction leads to the observation that the proposed Exchange Ratio represents for the Suez’ shareholders an improvement of the initial terms of the merger with Gaz de France. The Transaction also enables the Suez shareholders to directly obtain 65% of the value of Suez Environnement, a listed entity active in an industry which benefits from important international development prospects, notably in the Waste Management sector, which has a group of stable shareholders that have undertaken to support this strategy. It should also be noted that, despite the public nature of the projected merger and the numerous marks of interest, no third-party offer has filed for the capital of Suez during that entire period. The fact that the French government will own a 35.6% interest in the combined GDF Suez group and will, in addition, hold a golden share on some of the Gaz de France’s networks calls for the following comments: (i) this situation is not unknown for the Suez shareholders: during the takeover of Electrabel in 2005, the Belgian government imposed a golden share on three assets and created the “Pax Electrica”, the implementation of which is supervised by the Belgian regulatory authority; (ii) the proposed deal structure does not result in the obligation to launch a mandatory takeover on Suez ; (iii) the corporate governance and the allocation of the share capital among the shareholders following the merger justify the fact that Suez will consolidate the new group within the meaning of the accounting standard IFRS 3 on business combinations; (iv) in an European energy context where the governments can be shareholders, tariffs regulators or benefit from special rights to certain assets that are considered to be sovereign, this particular case is no exception.

252 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In light of the current market conditions and given our findings and the foregoing, we consider that the proposed Exchange Ratio of 21 Gaz de France shares for 22 Suez shares combined with the distribution by Suez to its shareholders (other than itself) of 65% of Suez Environnement Company shares is fair, from a financial point of view, to the Suez shareholders.

Executed in Paris, on June 4, 2008

/s/ FRANCK CEDDAHA /s/ DOMINIK BELLOIN Associate Manager Associate Manager Oddo Corporate Finance Oddo Corporate Finance

253 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 5 Opinion of Goldman Sachs International to the Board of Directors of Gaz de France, on the exchange ratio June 5, 2008 Board of Directors Gaz de France S.A. 23, rue Philibert Delorme 75017 Paris FRANCE Ladies and Gentlemen:

You have requested our opinion as to the fairness from a financial point of view to Gaz de France S.A. (the “Company”) of the exchange ratio (the “Exchange Ratio”) of 21 ordinary shares, A1.00 nominal value per share (the “Company Shares”), of the Company, to be issued in exchange for 22 ordinary shares, A2 nominal value per share (the “Suez Shares”), of Suez S.A. (“Suez”) pursuant to the Merger Agreement, dated as of June 5, 2008 (the “Agreement”), by and between the Company and Suez. The Agreement contemplates an internal reorganization of Suez to consolidate its environment activities under Suez Environnement Company (“Suez Environnement”) and the pro rata distribution by Suez to its shareholders of 65% of the outstanding ordinary shares of Suez Environ- nement immediately prior to the consummation of the merger contemplated by the Agreement (the “Transaction”).

Goldman Sachs International and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs International and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of the Company, Suez, Groupe Bruxelles Lambert, the principal shareholder of Suez (“GBL”), and any of their respective affiliates and affiliates of the Republic of France (the “French State”), the Company’s principal shareholder, or any currency or commodity that may be involved in the Transaction for their own account and for the accounts of their customers. We have been engaged by the Company to undertake a study to enable us to render our opinion as to the fairness from a financial point of view of the Exchange Ratio pursuant to the Agreement and have not acted as financial advisor to the Company in connection with the Transaction. We expect to receive a fee for our services in connection with the Transaction, which is payable upon the registration by the Autorité des marchés financiers (the “AMF”) of the French disclosure document (“document E”) for the Merger, and the Company has agreed to reimburse certain of our expenses and indemnify us against certain liabilities arising out of our engagement. In addition, we have provided and are currently providing certain investment banking and other financial advisory services to the Company and its affiliates. We have also provided and are currently providing certain investment banking and other financial services to the French State and its affiliates, including having acted as a global coordinator and joint bookrunner with respect to the sale by the French State of ordinary shares in France Telecom S.A. representing approximately 6.2% of its outstanding ordinary share capital in June 2005; as financial advisor to the French State in connection with its sale of its majority shareholding interests in each of Autoroutes Paris Rhin Rhône, Autoroutes du Sud de la France and Sanef announced in December 2005; as joint bookrunner with respect to the sale by the French State of ordinary shares in France Telecom S.A. representing approximately 5.0% of its outstanding share capital in June 2007; and as joint bookrunner with respect to the sale by the French State of ordinary shares in Electricité de France S.A. representing approximately 2.5% of its outstanding ordinary share capital in December 2007. We have provided and are currently providing certain investment banking and other financial advisory services to Suez and its affiliates, including having acted as underwriter with respect to the sale by Suez of shares of Fortis representing approximately 1.1% of its outstanding shares in March 2005; as financial advisor to Electrabel S.A., a subsidiary of Suez (“Electrabel”), in connection with the tender offer by Suez to acquire the outstanding ordinary shares of Electrabel it did not already own in August 2005; and as financial advisor to Electrabel in connection with its acquisition of Suez-Tractebel S.A., a fully-owned subsidiary of Suez, in July 2007. We have provided certain investment banking and other financial advisory services to GBL and its affiliates from time to time, including having acted as financial advisor to GBL in connection with the sale of shares in Bertelsmann AG representing approximately 25.1% of its outstanding shares completed in July 2006. We also may provide investment banking and other financial services to the Company, Suez, the French State, GBL, and their respective affiliates in the future. In connection with the above-described services we have received, and may receive, compensation.

254 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In connection with this opinion, we have reviewed, among other things, the Agreement; a draft of the document E for the Merger, dated May 31, 2008; a draft of the registration statement on Form F-4 for the Merger, dated May 27, 2008; a draft of the document d’information for the distribution of the Suez Environnement ordinary shares contemplated by the Agreement, dated May 13, 2008; annual reports to shareholders of the Company for each of the five fiscal years ended December 31, 2007; the Company’s document de base registered with the AMF as of April 1, 2005 and documents de référence for each of the three fiscal years ended December 31, 2007; annual reports to shareholders and documents de référence of Suez for each of the five fiscal years ended December 31, 2007; annual reports on Form 20-F for Suez for each of the five years ended December 31, 2006; certain interim reports to shareholders of the Company and Suez; certain other communications from the Company and Suez to their respective shareholders; certain internal financial analyses and projections for the Company prepared by the Company’s management and certain internal financial analyses and projections for Suez and Suez Environnement prepared by Suez’s (including Suez Environnement’s) management, in each case, as approved for our use by the management of the Company (collectively, the “Projections”); and certain cost savings and operating synergies jointly projected by the managements of the Company and Suez to result from the Transaction, as approved for our use by the management of the Company (the “Synergies”). We have held discussions with members of the senior management of the Company regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of the Company. We also have held discussions with members of the senior management of Suez regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of Suez (including Suez Environnement). In addition, we have reviewed the reported price and trading activity for the Company Shares, the Suez Shares and the Suez American Depositary Shares, compared certain financial and stock market information for the Company and Suez with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the energy and environment sectors specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as we considered appropriate.

For purposes of rendering this opinion, we have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us. In that regard, we have assumed with your consent that the Projections and the Synergies have been reasonably prepared by the managements of the Company and Suez (including Suez Environnement), as the case may be, and reflect the best currently available estimates of the management of the Company. We also have assumed with your consent that all governmental, regulatory or other consents or approvals necessary for the consummation of the Transaction have been and will be obtained, that all conditions to and undertakings made in connection with such consents or approvals and all other undertakings made to any governmental or regulatory authority in connection with the Transaction (including, but not limited to, the business dispositions and other measures required by the European Commission, the undertakings made by Suez to the government of Belgium as part of the Pax Electrica II agreement and any other transaction related to the fulfillment of such conditions and undertakings) have been and will be fulfilled and implemented, and that any mandatory tender offer for the securities of any company partially owned, directly or indirectly, by the Company or Suez (including Suez Environnement) required to be made as a result of the Transaction (if any) will be made, in each case, without any effect on the Company or Suez (including Suez Environnement) or on the expected benefits of the Transaction in any way meaningful to our analysis. In addition, we have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company, Suez, Suez Environnement or any of their respective subsidiaries and we have not been furnished with any such evaluation or appraisal. Our opinion does not address any legal, regulatory, tax or accounting matters.

Our opinion does not address the underlying business decision of the Company to engage in the Transaction or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company. This opinion addresses only the fairness from a financial point of view to the Company, as of the date hereof, of the Exchange Ratio pursuant to the Agreement. We do not express any view on, and our opinion does not address, any other term or aspect of the Agreement or Transaction, including, without limitation, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of the Company, Suez or Suez Environnement, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company or Suez (including Suez Environnement), or class of such persons in connection with the Transaction, whether relative to the Exchange Ratio pursuant to the Agreement or otherwise. We are not expressing any opinion as to the prices at which Company Shares, Suez Shares or shares in Suez Environnement will trade at any time. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the

255 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. The opinion expressed herein is provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to how any holder of Company Shares should vote with respect to such Transaction. This opinion has been approved by a fairness committee of Goldman Sachs International. Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Exchange Ratio pursuant to the Agreement is fair from a financial point of view to the Company. This opinion is not delivered pursuant to Article 261-1 of the general regulation of the French Autorité des marchés financiers and should not be considered a “rapport d’expert indépendant” nor an “expertise indépendante”or “attestation d’équité”, nor shall we be considered an “expert indépendant”, in each case within the meaning of the French Règlement Général of the Autorité des Marchés Financiers (in particular Book II, Title VI (Livre II, Titre VI) thereof).

Very truly yours,

GOLDMAN SACHS INTERNATIONAL

256 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 6 Opinion of HSBC to the Board of Directors of Suez, on the exchange ratio

4 June 2008 The Board of Directors Suez S.A. 16, rue de la Ville l’Evêque 75008 Paris-France For the attention of: Mr. Gérard Mestrallet Chairman of the Board of Directors Members of the Board: You have requested our opinion as to the fairness, from a financial point of view, to Suez S.A., a company organized under the laws of France (“Suez”), of the Exchange Ratio (as defined below) as set forth in the draft traité de fusion dated May 27, 2008 (the “Traité de Fusion”), to be entered into on June 5, 2008, by Suez and Gaz de France S.A., a company organized under the laws of France (“GDF”). As more fully described in the Traité de Fusion, we understand that Suez will merge with and into GDF (the “Transaction”) and GDF will be the surviving company in the Transaction. We also understand that, as more fully described in the Traité de Fusion, immediately prior to the consummation of the Transaction, Suez will distribute (the “Distribution”) to its shareholders 65% of the equity of a new company (“Suez Environnement Company”) that will hold, as its sole asset, 100% of the equity of Suez Environnement S.A. (“Suez Environnement”) and prior to the Distribution, Suez and certain subsidiaries thereof will transfer certain environmental businesses to Suez Environnement and/or its subsidiaries. The Traité de Fusion provides for an exchange ratio such that, after the Distribution, 22 shares of Suez will be exchanged for 21 shares of GDF (the “Exchange Ratio”). In connection with this opinion, we have: (i) reviewed the financial terms of the Transaction as set forth in the Traité de Fusion; (ii) reviewed annual reports to shareholders (document de référence) filed with or registered by, as the case may be, the Autorité des marchés financiers and certain interim reports to shareholders of each of Suez and GDF; (iii) reviewed the audited consolidated accounts of Suez Environnement for the fiscal year ended December 31, 2006, certain information regarding the environmental businesses of Suez and certain subsidiaries thereof as included in the Suez reports referred to in subsection (ii) above, and the draft listing prospectus on Euronext Paris (prospectus en vue de l’admission des actions Suez Environnement Company aux négociations sur le marché Euronext Paris), dated May 13, 2008, of Suez Environnement Company to be submitted for approval by the Autorité des marchés financiers, which included the combined accounts of Suez Envi- ronnement Company as of December 31, 2007 being audited; (iv) reviewed the draft prospectus (prospectus établi à l’occasion de l’émission et de l’admission des actions GDF Suez résultant de la fusion par absorption de Suez par Gaz de France), dated May 28, 2008, related to the listing of the new shares to be issued upon consummation of the Transaction to be submitted for approval by the Autorité des marchés financiers; (v) reviewed (a) a draft, dated May 28, 2008, of the agreement providing for the merger by Suez of Rivolam, S.A. (traité relatif à la fusion-absorption de Rivolam par Suez), (b) a draft, dated May 28, 2008, of the agreement providing for the contribution by Suez to Suez Environnement Company of the Suez Environ- nement shares (traité d’apport partiel d’actif soumis au régime juridique des scissions), and (c) a draft, dated May 28, 2008, of the shareholders’ agreement regarding Suez Environment Company (pacte d’actionnaires) (collectively, the “Suez Environnement Agreements”); (vi) reviewed a draft, dated May 28, 2008, of the agreement (protocole d’accord) between Suez and GDF, which governs the terms of the Transaction, the Distribution and the operation of the surviving company following the consummation of the Transaction (the “Protocole d’Accord”); (vii) reviewed and analyzed (a) certain financial and operating information with respect to the business, operations and prospects of Suez, Suez Environnement Company and GDF as contained in the joint presentation by the managements of Suez and GDF to Suez shareholders on September 3, 2007, (b) certain operating and tax synergies (including the amount, timing and achievability thereof) anticipated to result

257 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 from the Transaction (the “Synergies”) as described in the joint presentation by the managements of Suez and GDF to Suez shareholders on September 3, 2007, and (c) certain internal financial analyses and forecasts relating to Suez, Suez Environnement Company and GDF prepared by the respective managements of Suez, Suez Environment and GDF (the “Forecasts”) provided to HSBC on December 12, 2007; (viii) reviewed and analyzed certain financial, stock market and other publicly available information relating to each of Suez and GDF, including certain publicly available financial analyses and forecasts based on broker consensus (the “Broker Forecasts”); (ix) discussed with certain members of the management teams of each of Suez, Suez Environnement, certain subsidiaries of Suez that will transfer their environmental business to Suez Environnement and GDF regarding, as may be applicable, the business, operations, financial condition and prospects of each of Suez, Suez Environnement Company and GDF; (x) reviewed certain communications from Suez and GDF to their respective shareholders, including presentations by the managements of Suez and GDF and press releases of Suez and GDF relating to the Transaction and its material terms dated September 3, 2007, October 15, 2007 and April 1, 2008; (xi) reviewed a draft, dated May 26, 2008, of an “Accord de coopération industrielle, commerciale et financière” (agreement for an industrial, commercial and financial cooperation) between Suez and GDF (the “Accord de Coopération”); (xii) reviewed the current and historical reported market prices and trading activity for the ordinary shares of each of Suez and GDF, and for the securities of certain other companies whose operations we considered relevant in evaluating those of Suez, Suez Environnement Company and GDF for the twelve months ended June 3, 2008; and (xiii) considered, to the extent publicly available, the financial terms of certain other transactions which we considered relevant in evaluating the Transaction and analyzed certain financial, stock market and other publicly available information (including brokers’ notes and forecasts based on analyst consensus) relating to the businesses of the other companies whose operations we considered relevant in evaluating those of Suez, Suez Environnement Company and GDF. In addition to the foregoing, we conducted other such analyses and examinations, and considered other such information and market criteria as we deemed appropriate in arriving at our opinion. In rendering our opinion, we have assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and upon the assurances of the managements of Suez, Suez Environnement and GDF that they are not aware of any relevant information that has been omitted or that remains undisclosed to us. With respect to financial forecasts and other information and data relating to Suez, Suez Environnement Company and GDF provided to us or otherwise reviewed or discussed with us, we have been advised by the respective managements of Suez, Suez Environnement and GDF that, as may be applicable, such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Suez, Suez Environnement and GDF as to the future financial performance of Suez, Suez Environnement Company and GDF, the potential strategic implications and operational benefits anticipated to result from the Transaction, and the other matters covered thereby, and have assumed, with your consent, that the financial results (including the potential strategic implications and operational benefits anticipated to result from the Transaction) reflected in the Forecasts, the Synergies and the Broker Forecasts and related information and data will be realized in the amounts and at the times projected. We have assumed that there has been no material change in the assets and financial condition, results of operations, business or prospects for Suez, Suez Environnement Company or GDF since the date of the most recent financial statements made available to us. In rendering our opinion, we have also assumed, with your consent, that the Traité de Fusion, the Suez Environnement Agreements, the Protocole d’Accord and the Accord de Coopération will each be consummated in accordance with its respective terms, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Transaction, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Suez, Suez Environnement Company, GDF or the contemplated benefits of the Transaction in any way meaningful to our analyses. Our opinion, as set forth herein, is limited to the fairness, from a financial point of view, of the Exchange Ratio to Suez. We are not expressing any opinion as to the value or fairness of the Distribution or what the value of the Exchange Ratio actually will be upon the consummation of the Transaction or the price at which Suez ordinary

258 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 shares and American Depositary Shares or GDF ordinary shares will trade at any time or the price at which Suez Environnement Company ordinary shares will trade following the Distribution. We have not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Suez or GDF or any subsidiary or affiliate thereof, nor have we made any physical inspection of the properties or assets of Suez or GDF or any subsidiary or affiliate thereof. We are not legal, regulatory, accounting or tax experts, and we have assumed the accuracy and veracity of all assessments made by such advisors. We express no opinion as to the underlying decision by Suez to engage in the Transaction, the Distribution or any related transaction, and we express no view as to, and our opinion does not address, the relative merits of the Transaction as compared to any other business strategies that might exist for Suez or the effect of any other transaction in which Suez might engage. Our opinion is necessarily based upon information available to us, and financial, stock market and other conditions and circumstances existing, as of the date hereof. It should be understood that subsequent developments may affect this opinion, and that we do not have any obligation to update, revise or reaffirm this opinion. We did not participate in negotiations with respect to the terms of the Transaction and any related transaction. We are expressing no opinion as to whether such terms were the most beneficial terms from Suez’ perspective that could, under the circumstances, be negotiated with GDF. In addition, we express no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Transaction, or class of such persons, relative to the Exchange Ratio or otherwise. HSBC France S.A. (“HSBC”) has acted as financial advisor to the Board of Directors of Suez in connection with the proposed Transaction and has received a fee for such services, which was not contingent upon the consummation of the Transaction. In addition, Suez has agreed to reimburse our expenses and to indemnify us against certain liabilities arising out of our engagement, including liabilities under U.S. federal securities laws. In the past, HSBC and its affiliates have provided financial advisory and financing services to Suez, Suez Environnement and GDF and certain of their respective affiliates and have received fees for the rendering of these services, including having acted as mandated lead arranger in connection with the GDF February 2005 A3 billion syndicated revolving credit facility; as mandated lead arranger in connection with the Suez May 2005 A4.5 billion syndicated revolving credit facility; as mandated lead arranger in connection with the Electrabel A1.35 billion syndicated revolving credit facility; as the documentation bank, coordinating bookrunner, onshore account bank and hedging coordinator in connection with the Al-Ezzel Power Project in March 2004; and as financial advisor, co-underwriter, bookrunner, mandated lead arranger, bridge acquisition lender, hedging bank, facility agent to SMN Barka Power Company and SMN Rusail Power Company in late 2006. HSBC and its affiliates may continue to provide such services for Suez, Suez Environnement Company and GDF and their respective affiliates and receive fees in relation thereto. In the ordinary course of their businesses, HSBC and its affiliates may actively trade in the debt and equity securities (or related derivative securities) or senior loans of Suez, Suez Environnement Company and GDF, for their own accounts, or for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities or loans. In addition, we and our affiliates may maintain relationships with Suez, Suez Environnement Company, GDF and their respective affiliates. HSBC is a part of the global HSBC Holdings plc group, a full-service banking and securities firm engaged in securities trading, investment management and brokerage activities, as well as providing investment banking, financing and financial advisory services. The issuance of this opinion was approved by the Opinion Committee of HSBC in accordance with the Committee’s required procedures. Our advisory services and the opinion expressed herein are provided for the information of the Board of Directors of Suez in connection with and for the purposes of its evaluation of the proposed Transaction, and our opinion is not intended to be and does not constitute any opinion or recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed Transaction. This opinion is delivered by HSBC in its capacity as financial advisor to the Board of Directors of Suez and should not be considered a “rapport d’expert indépendant”, nor an “expertise indépendante” nor an “attestation d’équité”, nor shall HSBC be considered an “expert indépendant”, as such terms are understood under French regulations, regarding the Exchange Ratio. This opinion letter shall be governed by and construed in accordance with French Law.

259 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and other factors we deemed relevant, we are of the opinion that, as of the date hereof, the Exchange Ratio as set forth in the Traité de Fusion is fair, from a financial point of view, to Suez.

Very truly yours,

HSBC France S.A.

By:

Philippe Pontet Didier Peronnin

Chairman, Global Banking & Markets Managing Director, Global Banking & Markets

260 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 7 Opinion of BNP-Paribas, financial advisor to Suez, on the exchange ratio SUEZ 16, rue de la Ville l’Evêque 75383 Paris Cedex 08

To the attention of the Board of Directors.

Paris, June 4, 2008

Ladies and Gentlemen: On February 17, 2006, Suez engaged the Corporate Finance Department of BNP Paribas (“BNP Paribas”) as financial advisor to Suez in connection with its merger with Gaz de France (“GDF”). In September 2007, Suez extended the engagement of BNP Paribas and asked that BNP Paribas issue a preliminary financial opinion as to the reasonable and balanced nature of the financial terms (including the exchange ratio) of the merger of Suez with and into GDF (the “Transaction”) as described in the then proposed plan of merger. Prior to the public announcement of the contemplated terms of the Transaction, BNP Paribas issued to the Board of Directors of Suez a preliminary financial opinion dated September 2, 2007 attesting to the reasonable and balanced nature of the then contemplated financial terms of the merger. Because the Board of Directors is required to definitively decide on the terms of the merger with GDF, Suez has requested that BNP Paribas once again issue a financial opinion as to the reasonable and balanced nature of the financial terms of the merger (the “Financial Opinion”). • Description of the Transaction Suez will merge with and into GDF, and GDF will be the surviving corporation in the Transaction. The merger plan was announced by Suez and GDF on February 27, 2006 and on September 2, 2007, the boards of directors of Suez and GDF met in order to decide upon modified economic terms of the proposed merger. The terms of the merger, as contained in the Merger Agreement (Projet de traité de fusion) between Suez and GDF which has been provided to us, (the “Merger Agreement”), are as follows: (i) an exchange ratio of 21 shares of GDF, nominal value of A1 per share, for 22 shares of Suez, nominal value of A2 per share; (ii) a distribution by Suez to its shareholders, other than itself, of 65% of the equity of Suez Environnement Company, a company which includes the activities of Suez’ Environment business, on a pro rata basis with each shareholder’s interest in Suez pursuant to a spin-off transaction (the “Partial Spin-Off”) (together, the “Transaction Terms”). The completion of the Partial Spin-Off will be subject to a vote of Suez shareholders in favor of the merger with GDF and will be effected concurrently with the merger. The merger plan, which has been authorized by the European Commission subject to certain undertakings under the EU antitrust regulations, remains subject to approval by the extraordinary general shareholder meetings of Suez and GDF. • Sources of Information, Due Diligence and Assumptions In arriving at the conclusions presented in this Financial Opinion, BNP Paribas has examined and has relied exclusively upon the following documents and information: 1. the Merger Agreement; 2. the audited consolidated financial statements of each of Suez and GDF for the fiscal year ended December 31, 2007; the Documents de référence of each of Suez and GDF for the fiscal year ended December 31, 2007; the medium term business plans for each of Suez and GDF for the period of 2008-2010 as approved by the boards of directors of Suez and GDF, respectively; 3. financial forecasts for the Suez Environnement business segment resulting from the medium term business plan for Suez provided by Suez for the period of 2008-2010, validated by the management team of the Suez Environnement division; 4. accounting and financial information for the Suez Environnement division provided by Suez in order to determine the equity value of Suez Environnement on the basis of its enterprise value;

261 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 5. the recent market prices of each of Suez and GDF stock;

6. certain publicly available information and stock market prices concerning companies whose activities are comparable to those of Suez, GDF or the Suez Environnement division;

7. broker reports published by financial analyst firms concerning Suez and GDF and companies whose activities are comparable to those of Suez, GDF or the Suez Environnement division.

BNP Paribas has not had access to any data room nor has it carried out any due diligence, whether of a tax, financial, commercial, industrial, legal, labor, environmental, strategic or other nature. BNP Paribas has, however, had several Q&A sessions concerning this Financial Opinion with the financial management of Suez, the Suez Environnement division and GDF.

In issuing this Financial Opinion, BNP Paribas has relied exclusively on the documents and information described above.

In performing its work, BNP Paribas has assumed, without making any independent verification (or requesting any such verification), in accordance with the terms of its engagement, that the documents and information listed above (including those which are publicly available) are true, complete and accurate. In accordance with the terms of its engagement, BNP Paribas has not verified (or requested any verification of) the accuracy or completeness of such information and has not conducted any evaluation or appraisal (or requested any evaluation or appraisal) of any assets or liabilities (of any nature whatsoever) of Suez, GDF or any of their respective affiliates (including the Suez Environnement division). BNP Paribas has not examined the solvency of any of the entities concerned by the Transaction nor has it included any tax effects of the Transaction (including the Partial Spin-Off) in its analysis. With respect to financial forecasts for Suez, the Suez Environnement division and GDF which were prepared in 2007, BNP Paribas has assumed that such financial analyses and forecasts are based on assumptions (including assumptions about exchange rates and the price of commodities and electricity) considered relevant by the management of such companies at the time. BNP Paribas has also assumed that such forecasts (as well as financial restatements carried out by Suez) (i) have been prepared in good faith, based on realistic assumptions and on information that is true, complete and accurate, as has been confirmed to us by Suez, (ii) have not been modified since their preparation by the use of new assumptions and (iii) taking in account the preceding points, reflect the best currently available estimates and judgments by the management of Suez (and of GDF as applicable) as to the expected future performance and financial condition of the company to which such forecasts relate. In issuing this Financial Opinion, BNP Paribas assumes no liability and expresses no opinion with regard to the reasonableness of any such forecasts, or of the assumptions on which they are based. BNP Paribas further assumes that the Transaction will be consummated according to the terms and conditions contained in the Merger Agreement provided to us and that all governmental, regulatory or other consents and approvals required for the consummation of the Transaction will be obtained without any adverse effect on Suez or GDF or on the expected benefits of the Transaction that would be in any way meaningful to the analysis performed for this Financial Opinion. BNP Paribas has received confirmation from Suez that any undertakings (to dispose of shares or assets or otherwise) agreed to or to be agreed to in order to obtain such consents and approvals would be performed on financial terms consistent with the value for which the assets involved contribute to the value of Suez. Finally, BNP Paribas was provided with a representation letter from the management of Suez confirming that the management of Suez has no knowledge of any facts or circumstances that should be brought to the attention of BNP Paribas that are not included in the information provided to or reviewed by BNP Paribas.

Methodology

In order to assess the exchange ratio, it was necessary to compare the equity capital value per share of GDF and Suez after the distribution of 65% of Suez’s Environnement division as organized under Suez Environnement Company (“Suez Adjusted”). BNP Paribas has calculated the Suez Adjusted value per share on the basis of the value of Suez’s equity capital reduced by 65% of the value of the equity capital of the Environnement division.

In order to perform its analysis, BNP Paribas has used valuation methods which it deemed necessary or appropriate for the issuance of this Financial Opinion. These methods include:

• an analysis of volume-weighted stock market prices and average stock market prices for GDF and Suez Adjusted as of August 28, 2007 (which was the last day of trading prior to the rumors which had an impact upon the share prices) and as of May 30, 2008;

• an analysis of the stock market prices targeted by analysts for each of GDF and Suez Adjusted as of May 30, 2008;

262 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • the comparison of the valuations obtained for GDF and Suez Adjusted by the use of trading multiples for comparable listed companies as of May 30, 2008; • the comparison of the valuations obtained for GDF and Suez Adjusted via the discounted cash flow (DCF) method. • Opinion Based upon the foregoing information, assumptions and valuation methods, it is our opinion that the Transaction Terms are reasonable and balanced from a strictly financial point of view. For the purposes of this opinion, BNP Paribas is not acting as an independent expert (and shall not be deemed to act as such) pursuant to the provisions of articles 261-1 and seq. of the Règlement général of the French Autorité des marchés financiers, and therefore this Financial Opinion shall not constitute or be deemed to constitute an “attestation d’équité” within the meaning of the above regulatory provisions. This Financial Opinion is valid only in the context of our responsibilities as described in the engagement letter between Suez and BNP Paribas and is subject to the disclaimers and assumptions set forth herein. This Financial Opinion reflects the judgment of BNP Paribas as of the date hereof and is based exclusively on the documents and information described above as communicated to BNP Paribas as of the date hereof (or which are publicly available), including the forecasts and assumptions communicated by Suez. Furthermore, this Financial Opinion is necessarily based on economic, market and other conditions in effect as of the date hereof. Any subsequent changes in operating data, the features of the Transaction and the information that has been communicated to (or used by) BNP Paribas, and subsequent events affecting the assumptions and the methods described above and, more generally, any subsequent development, may affect this opinion. BNP Paribas has no obligation to update, revise or reaffirm this Financial Opinion. This Financial Opinion does not address the merits (strategic or otherwise) of the Transaction nor does it address the underlying business decision by Suez to proceed with the Transaction, which involve the assessment of certain criteria and data outside the scope of this letter. In addition, this Financial Opinion shall not be considered to be a recommendation to the Board of Directors or to the shareholders of Suez, or to any other person, on how to vote or act with respect to the proposed Transaction, as such a recommendation would also require an assessment of criteria and information outside the scope of this letter (including an assessment of any information and public reports to be issued in connection with and for the purposes of this Transaction). This Financial Opinion is addressed solely to the Board of Directors of Suez for its own use in the context of its analysis and review of the Transaction and may not be used or relied upon for any other purpose or by or for the benefit of any other person. The decision as to whether or not to proceed with the Transaction is the sole responsibility of the Board of Directors and the shareholders of Suez, who must undertake their own independent analysis concerning whether or not to proceed with the Transaction, taking into account all relevant and necessary facts and criteria. This Financial Opinion is limited to an assessment of the reasonable and balanced nature, from a financial point of view, of the Transaction Terms. This Financial Opinion does not constitute a recommendation or indication of the prices at which the shares of Suez, GDF or Suez Environnement Company will trade prior to or, as applicable, after the completion of the Transaction, and BNP Paribas issues no opinion regarding such prices (it being understood that a variety of other factors may affect the value of the companies concerned). • Miscellaneous BNP Paribas has acted as financial advisor to Suez for the Transaction. In return for these services, BNP Paribas will receive remuneration, a portion of which is contingent on the consummation of the Transaction. In addition, Suez has agreed to reimburse certain expenses incurred by BNP Paribas and to compensate BNP Paribas for costs incurred in the context of its engagement. BNP Paribas acted as financial advisor to Suez in 2007 and 2008 in connection with the Partial Spin-Off of the Environnement division, the disposal of Suez’ stake in Distrigaz and the acquisition of various assets from ENI. BNP Paribas also acted as financial advisor to Suez in connection with the purchase by Suez of minority interest shares in Electrabel in August 2005. More generally, we remind you that BNP Paribas has in the past provided, currently provides and intends to continue to provide investment and commercial banking services to Suez and GDF and their respective affiliates, for which BNP Paribas has received and expects to receive remuneration. Moreover, in the course of their ordinary business activities, BNP Paribas and certain of its affiliates may have traded or could be required to trade, for their own account or on behalf of their clients, in debt and equity securities of Suez, GDF, the Suez Environnement division or third parties involved in or concerned by the Transaction or any of their listed subsidiaries. This Financial Opinion is addressed solely to the Board of Directors of Suez in the context of its review of the Transaction and shall in no case confer any rights to any third party. This Financial Opinion may be reproduced in

263 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 the information statement which will be made available to the shareholders of Suez and GDF at the shareholder meetings called to vote on the Transaction, as well as in the registration statement on Form F-4 which will be filed with the Securities and Exchange Commission in the context of the Transaction. This Financial Opinion may not otherwise be used, considered, disclosed, referred to or communicated, in whole or in part, in any manner whatsoever, to any other person for any other purpose, except with the prior written consent of BNP Paribas. This Financial Opinion is governed by and shall be construed in accordance with French laws and any dispute relating hereto shall be submitted to the exclusive jurisdiction of the Paris Court of Appeals.

Sincerely,

/s/ Bruno Villard /s/ Christophe Jalinot

Managing Director Managing Director BNP Paribas Corporate Finance BNP Paribas Corporate Finance

264 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 7 bis Description of the opinion of BNP Paribas, financial advisor to Suez on the exchange ratio

On February 17, 2006, Suez engaged the Corporate Finance Department of BNP Paribas as financial advisor for the merger of Suez and Gaz de France.

In September 2007, Suez extended the engagement of BNP Paribas and asked that BNP Paribas issue a preliminary financial opinion as to the reasonable and balanced nature of the then contemplated financial terms of the merger of Suez with and into Gaz de France. Prior to the public announcement of the contemplated terms of the merger on September 3, 2007, BNP Paribas issued to the board of directors of Suez a preliminary financial opinion dated September 2, 2007 attesting to the reasonable and balanced nature of the then contemplated financial terms of the merger.

During the board meeting of Suez held on June 4, 2008, at which the board of directors of Suez was called to decide upon the terms of the merger of Suez with and into Gaz de France, BNP Paribas delivered a financial opinion to the board of directors of Suez on the assessment of the reasonable and balanced nature of the financial terms of the merger proposed to Suez. This opinion reflected information which became available between September 2, 2007 and June 4, 2008, such as the audited consolidated financial statements of each of Suez and Gaz de France for the fiscal year ended December 31, 2007 and the Documents de référence of each of Suez and Gaz de France for the fiscal year ended December 31, 2007, as well as discussions which took place between such dates with the respective managements of Suez, Suez Environnement and Gaz de France, and replaced and superseded the opinion rendered to the Board of Directors of Suez, dated September 2, 2007, in relation to the announcement of the revised terms of the merger between Suez and Gaz de France on September 3, 2007. There were no material changes to the conclusion expressed in the June 4, 2008 opinion from the conclusion set forth in the September 2, 2007 opinion.

It should be noted that BNP Paribas is not acting as an independent expert (and shall not be deemed to act as such) pursuant to the provisions of Articles 261-1 et seq. of the Règlement général of the French Autorité des Marchés Financiers, or the AMF, and that the financial opinion therefore cannot and should not be deemed to constitute an “attestation d’équité” within the meaning of the above regulatory provisions.

An English translation of the financial opinion of BNP Paribas delivered to the board of directors of Suez on June 4, 2008, which describes, among other things, the assumptions made, procedures followed, matters considered and limitations to the analysis performed, is attached to this registration statement as Appendix 7 with the consent of BNP Paribas. The financial opinion is addressed solely to the board of directors of Suez and attests to the reasonable and balanced nature, from a financial point of view, of the terms of the merger of Suez and Gaz de France and does not address any other aspect of the merger, including the merits of the merger as opposed to any other strategic alternative available to Suez. The financial opinion does not constitute a recommendation to the board of directors or the shareholders of Suez, or to any other person, on how to vote or act with respect to the proposed merger of Suez and Gaz de France, the assessment of which requires taking into account criteria and information outside the scope of the financial opinion. The summary of the financial opinion featured herein must be read with reference to the full text of the English translation of the financial opinion, included in Appendix 7.

BNP Paribas has advised the board of directors of Suez that it does not believe that any person other than the board of directors of Suez has the legal right to rely on the financial opinion. BNP Paribas would likely assert the substance of this view and the disclaimer described above as a defense to claims and allegations, if any, that might hypothetically be brought or asserted against it by any persons or entities other than the board of directors of Suez with respect to the aforementioned opinion and its financial analyses thereunder. BNP Paribas bases its belief that no person other than the board of directors of Suez may rely on the financial opinion on the limited nature of BNP Paribas’s contractual duty to Suez. BNP Paribas is not aware of any controlling precedent that would create a statutory or common law right for persons other than the board of directors of Suez to rely on the financial opinion. In the absence of controlling precedent, the ability of a shareholder to rely on the financial opinion would be resolved by a court of competent jurisdiction. Any resolution by a court of competent jurisdiction as to this question would have no effect on the rights and responsibilities of the board of directors of Suez under applicable law or on the rights and responsibilities of either BNP Paribas or the board of directors of Suez under federal securities laws.

The financial opinion was delivered in the French language and is governed by French law. The English translation of the financial opinion attached to this registration statement is provided for informational purposes only and is qualified in its entirety by reference to the original French-language opinion letter filed with the AMF. BNP Paribas disclaims any responsibility for any errors or omissions in the translation.

265 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In arriving at the conclusions presented in its financial opinion, BNP Paribas has examined and has relied exclusively upon the following documents and information: 1. the draft of the merger agreement between Suez and Gaz de France provided to BNP Paribas by Suez; 2. the audited consolidated financial statements of each of Suez and Gaz de France for the fiscal year ended December 31, 2007; the Documents de référence of each of Suez and Gaz de France for the fiscal year ended December 31, 2007; medium term business plans for each of Suez and Gaz de France for the period of 2008-2010, as approved by the board of directors of Suez and Gaz de France, respectively; 3. financial forecasts for the Suez Environment business resulting from the medium term business plan for Suez provided by Suez for the period of 2008-2010, validated by the management team of Suez Environment; 4. accounting and financial information for Suez Environment provided by Suez in order to determine the equity value of Suez Environment on the basis of its enterprise value; 5. the recent market price of each of Suez and Gaz de France stock; 6. certain publicly available information and stock market prices concerning companies whose activities are comparable to those of Suez, Gaz de France or Suez Environment; 7. broker reports published by financial analysts concerning Suez and Gaz de France and companies whose activities are comparable to those of Suez, Gaz de France or Suez Environment. BNP Paribas has not had access to any data room nor has it carried out any due diligence, whether of a tax, financial, commercial, industrial, legal, labor, environmental, strategic or other nature. BNP Paribas has, however, had Q&A sessions concerning its financial opinion with the financial management of Suez, Suez Environnement and Gaz de France. In issuing its financial opinion, BNP Paribas has relied exclusively on the documents and information described above. In performing its work, BNP Paribas has assumed, without making any independent verification (or requesting any such verification), in accordance with the terms of its engagement, that the documents and information listed above (including those which are publicly available) are true, complete and accurate. In accordance with the terms of its engagement, BNP Paribas has not verified (or requested any verification of) the accuracy or completeness of such information and has not conducted any evaluation or appraisal (or requested any such evaluation or appraisal) of any assets or liabilities (of any nature whatsoever) of Suez, Gaz de France or any of their respective affiliates (including Suez Environnement). BNP Paribas has not examined the solvency of any of the entities concerned by the merger of Suez and Gaz de France, nor has it calculated or taken account of any tax effects of the merger of Suez and Gaz de France (including the spin-off of Suez Environment) as part of its analysis. With respect to financial forecasts for Suez, Suez Environment and Gaz de France which were prepared in 2007, BNP Paribas has assumed that such financial forecasts are based on assumptions (including assumptions about exchange rates and the price of commodities and electricity) considered relevant by the management of such companies at the time. BNP Paribas has also assumed that such forecasts (as well as financial restatements carried out by Suez) (i) have been prepared in good faith, based on realistic assumptions and information that is true, complete and accurate, as has been confirmed to us by Suez, (ii) have not been modified since their preparation by the use of new assumptions and (iii) taking into account the preceding points, reflect the best currently available estimates and judgments by the management of Suez (and of Gaz de France as applicable) as to the expected future performance and financial conditions of the companies to which such forecasts relate. In issuing the financial opinion, BNP Paribas assumes no liability and expresses no opinion with regard to the reasonableness of any such forecasts, or of the assumptions on which they are based. BNP Paribas has further assumed that the merger between Suez and Gaz de France will be consummated according to the terms and conditions contained in the merger agreement provided to it by Suez and that all governmental, regulatory or other consents and approvals required for the consummation of the merger of Suez and Gaz de France will be obtained without any adverse effect on Suez or Gaz de France or on the expected benefits of the merger that would be in any way meaningful to the analysis performed for its financial opinion. BNP Paribas received confirmation from Suez that any undertakings (to dispose of shares or assets or otherwise) agreed to or to be agreed to in order to obtain such consents and approvals would be performed on financial terms consistent with the value for which the assets involved contribute to the respective value of Suez. Finally, BNP Paribas was provided with a representation letter from Suez confirming that the management of Suez has no knowledge of any facts or circumstances that should be brought to the attention of BNP Paribas that are not included in the information provided to or reviewed by BNP Paribas.

266 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The opinion of BNP Paribas is necessarily based on economic, market and other conditions in effect as of the date of its financial opinion, as well as on the available information in effect as of such date. Any events occurring after June 4, 2008 could have an impact upon the opinion of BNP Paribas and on the assumptions made in rendering its financial opinion. BNP Paribas has no obligation to update, revise or reaffirm its financial opinion. BNP Paribas has acted as financial advisor to Suez in connection with the merger of Suez and Gaz de France and the spin-off of Suez Environnement. In return for these services, BNP Paribas will receive remuneration in the amount of A23 million, A12.5 million of which is contingent on the consummation of the merger of Suez and Gaz de France. In addition, Suez has agreed to reimburse certain expenses incurred by BNP Paribas and to compensate BNP Paribas for costs incurred in the context of its engagement. BNP Paribas also acted as financial advisor to Suez in 2007 and 2008 in connection with the disposal of Suez’ stake in Distrigaz and the acquisition of various assets from ENI and in August 2005 in connection with the purchase by Suez of minority interest shares in Electrabel. More generally, BNP Paribas has in the past provided, currently provides and intends to continue to provide investment and commercial banking services to Suez and to Gaz de France and to their respective affiliates, for which BNP Paribas has received and expects to receive compensation. Moreover, in the course of their ordinary business activities, BNP Paribas and certain of its affiliates may have traded or could be required to trade, on their own behalf or on behalf of their clients, in the equity or debt securities of Suez, Gaz de France or third parties involved in, or affected by, the merger of Suez and Gaz de France, or in the securities of their listed subsidiaries.

Summary of the Financial Analysis carried out by BNP Paribas Corporate Finance In the context of the preparation of its financial opinion, BNP Paribas carried out a number of financial and comparative analyses, including those described below. The summary of these analyses is not a complete description of all of the analyses on which the financial opinion is based. The preparation of a financial opinion is a complex process which is not necessarily suited to partial analysis or summary description. In order to draw up its opinion, BNP Paribas made qualitative judgments concerning the importance and relevance of all of the analyses carried out and of all of the factors taken into consideration. BNP Paribas considers the result of its analysis to constitute a single indivisible whole and therefore gives no preponderance to any one analysis or factor in comparison with another. As a result, BNP Paribas considers the summary given below and the analyses described therein to constitute a single indivisible whole and that the consideration of one part of such analyses, without taking into consideration the analyses as a whole, could give an incomplete picture of the considerations acting as the basis for its opinion. Moreover, BNP Paribas may or may not have attributed a degree of importance to certain analyses or factors with respect to others, and may have considered certain assumptions to be more probable than others, in such a way that the exchange ratio range generated by one particular analysis or by a group of analyses described below must not as a consequence be considered to be representative of the opinion of BNP Paribas. None of the companies identified in the context of any comparison in any of the analyses summarized below is directly comparable to Suez, Suez Environment or Gaz de France. During the course of its analyses, BNP Paribas considered a number of assumptions, including in relation to the performance of companies in the same sector as Suez and Gaz de France and in relation to the general state of business activities and the economic situation. All estimates made in the context of BNP Paribas’s various analyses have no bearing on future results or current values, which may vary both upwards and downwards from the results generated by these estimates. Therefore, such analyses are neither valuations nor research aimed at determining the market prices for which shares of Suez, Suez Environnement or Gaz de France could be exchanged. BNP Paribas can in no case be held liable if future results differ from the results contained in such estimates. Furthermore, numerous other factors in addition to the analyses carried out by BNP Paribas in connection with its financial opinion have contributed to the decision of the board of directors of Suez to approve the merger between Suez and Gaz de France. Consequently, the analyses of BNP Paribas summarized below must not be considered as a decisive factor in the assessment by the board of directors of Suez of the merger or of the exchange ratio proposed in the merger. The principal financial analyses carried out by BNP Paribas are summarized below. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary as they are not, when taken on a stand-alone basis, a complete description of BNP Paribas’s financial analyses.

Description of the criteria selected for assessing the exchange ratio The analysis of the proposed financial terms of the merger requires a comparison of the equity capital value per share of Gaz de France and of Suez after the distribution of 65% of Suez Environment (hereinafter “Suez

267 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Adjusted”). BNP Paribas calculated the Suez Adjusted value on the basis of the value of Suez’ equity capital reduced by 65% of the value of the equity capital of Suez Environment.

The number of shares used in the calculation corresponds to the number of shares issued and outstanding as of May 30, 2008 not including treasury shares and taking into account dilution according to the treasury shares method (use of proceeds from the use of dilutive instruments and the subscription of new shares for the repurchase of shares on the market). As calculated on this basis, the diluted number of shares is 969 million for Gaz de France and 1,299 million for Suez. These figures are used in all per share calculations in this section.

The methods used to assess the exchange ratio result from a multi-criteria approach that includes market methods as well as an intrinsic method based on discounted cash flow analysis. These methods include:

• an analysis of historic stock market prices for each of Gaz de France and Suez Adjusted as of August 28, 2007 (which was the last day of trading prior to rumors which had an impact upon the stock market prices) and as of May 30, 2008;

• an analysis of price targets from analysts monitoring both Gaz de France and Suez;

• an analysis of the equity capital value per share of each of Gaz de France and Suez Adjusted calculated by the use of comparable companies’ trading multiples;

• an analysis of the equity capital value per share of each of Gaz de France and Suez Adjusted calculated on the basis of the discounted cash flow method.

BNP Paribas has calculated the Suez Adjusted value for each of these methods with a valuation approach consistent with the method adopted.

Stock Market Price Analysis

Analysis as of May 30, 2008

BNP Paribas analyzed the exchange ratio on the basis of the average volume-weighted closing stock market prices of each of Gaz de France and Suez Adjusted over the six-month period ending on May 30, 2008. For this analysis, the stock market prices of Suez and of Gaz de France prior to the payment of dividends were adjusted according to the ordinary dividends paid on May 9, 2008 for Suez and on May 22, 2008 for Gaz de France. The value of Suez Adjusted was calculated on the basis of the value of Suez, reduced by 65% of the value of Suez Environment. The value for Suez Environment was calculated on the basis of multiples for comparable listed companies for a period consistent with the period used for the stock market price analysis. The stock market prices were calculated based on closing stock market prices on May 30, 2008 and the average volume-weighted closing stock market prices over the one-month, three-month and six-month periods ending on May 30, 2008.

Resulting Exchange Ratio Range Latest price...... 0.93x – 0.96x 1 month average ...... 0.91x – 0.94x 3 month average ...... 0.90x – 0.93x 6 month average ...... 0.90x – 0.94x

The analysis of stock market prices as of May 30, 2008 therefore shows an exchange ratio of between 0.90x and 0.96x.

Analysis as of August 28, 2007

The stock market price ratios were calculated on the basis of each of Gaz de France’s and Suez Adjusted’s closing stock market prices not affected by rumors concerning new proposals for the merger of Suez and Gaz de France over periods ending at the close of the market on August 28, 2007.

The valuation methods are identical to those described in the previous section and the valuation of the underlying Suez Environment business as of August 28, 2007 has been calculated using the method of trading multiples for comparable listed companies over periods consistent with the period used for the stock market price analysis.

268 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Resulting Exchange Ratio Range Latest price...... 0.93x – 0.96x 1 month average ...... 0.92x – 0.96x 3 month average ...... 0.92x – 0.96x 6 month average ...... 0.93x – 0.97x The analysis of closing stock market prices as of August 28, 2007 therefore shows an exchange ratio range of between 0.92x and 0.97x.

Equity Research Analyst Price Targets Analysis Since the target prices published by equity analysts reflect their view of the medium term evolution of stock market prices and a large number of equity analyst firms have monitored each of Suez and Gaz de France, a review of target prices provides a relevant benchmark for the assessment of the merger exchange ratio. BNP Paribas carried out its analysis as of May 30, 2008 on the basis of recent target prices published by equity analysts following the announcement of the proposed merger and on the basis of a sample of equity research analysts publishing target prices for both Gaz de France and Suez and publishing explicit valuations of the equity value of the Suez Environment business. BNP Paribas thereby obtained, for each analyst report, the Suez Adjusted value by deducting from Suez’ equity value, derived from target prices, 65% of the explicit valuation of Suez Environment. The resulting exchange ratios as of May 30, 2008 are summarized in the following table: Analyst Exchange Ratio Oppenheim ...... 0.99x UBS...... 0.96x Dexia...... 1.00x CA Cheuvreux ...... 0.96x Citigroup ...... 0.95x Deutsche Bank...... 1.00x Kepler ...... 0.98x WestLB ...... 1.02x KBC...... 0.97x Oddo ...... 0.98x Exane BNP Paribas ...... 0.96x DrKW ...... 0.91x Min...... 0.91x Max ...... 1.02x

Trading Multiples Analysis This method consists of estimating the equity value per share of a company by applying to such company’s earnings selected trading multiples of listed companies whose businesses are comparable to the business of such company. The earnings used in order to calculate the value per share are based on the financial forecasts of Gaz de France, Suez and Suez Environment. Multiples based on EBITDAwere favored over multiples based on operating results or net income (PER). Multiples based on EBITDA allow for a better assessment of the differences in operating profitability of companies under analysis and appear to be the multiples most frequently used by financial analysts in their valuation calculations for companies in this sector. Multiples were calculated based on average stock prices for the 1-month period ending May 30, 2008 and on the diluted number of shares according to the treasury shares method.

Peer group retained for Gaz de France In order to take into account the business mix of Gaz de France, including the importance of its upstream activities (exploration and production), the method used for the valuation of Gaz de France consisted of determining a

269 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 weighted average multiple from a sample of integrated European utilities (with activities in electricity generation, transmission, distribution and supply of electricity and gas) and a sample of companies specializing in exploration and production. The weighting of the multiples was based on the weight of the upstream activities within Gaz de France’s EBITDA. BNP Paribas attributed a 25% weighting to companies specializing in exploration and production and a 75% weighting to integrated European utilities. VE/EBITDA Integrated Utilities 2008e 2009e Multiples EDF...... 10.2x 9.4x EON...... 8.3x 7.0x RWE...... 6.7x 6.2x Centrica ...... 5.3x 4.9x Gas Natural ...... 8.1x 7.5x Snam Rete Gas ...... 8.8x 8.6x Enagas ...... 10.5x 9.4x National Grid ...... 8.1x 7.8x Average ...... 8.3x 7.6x

VE/EBITDA Exploration and Production 2008e 2009e Multiples Dana Petroleum ...... 4.7x 5.7x Venture Production ...... 4.1x 3.5x Average ...... 4.4x 4.6x

Exploration and Production 2008e 2009e Multiples ...... 4.4x 4.6x Weighting (%EBITDA) ...... 25% 25% Integrated Utilities Multiples ...... 8.3x 7.6x Weighting (%EBITDA) ...... 75% 75% Weighted average ...... 7.3x 6.9x

Peer group retained for Suez

In order to take into account Suez’ business mix, including the importance of its Environment business, BNP Paribas calculated the Suez Adjusted value on the basis of multiples obtained from specific samples of companies comparable to the Energy business of Suez and to the Environment business of Suez Environment.

For Suez’ energy activities, the sample of companies utilized consists of integrated European utilities with activities in electricity generation, transmission, distribution and supply of electricity and gas. VE/EBITDA Integrated European Utilities 2008e 2009e Multiples EDF...... 10.2x 9.4x EON...... 8.3x 7.0x RWE...... 6.7x 6.2x Iberdrola ...... 9.9x 9.1x EDP...... 9.7x 8.8x Fortum ...... 12.8x 11.1x Verbund...... 13.7x 12.5x Scottish and Southern Energy ...... 9.5x 8.7x Average ...... 10.1x 9.1x

270 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 For Suez Environment, BNP Paribas carried out its valuation on the basis of the Veolia Environnement multiple, which is considered to be the best possible comparison. Veolia Environnement is the global co-leader alongside the Suez Environment business in the water and waste management market and has the most comparable business profile in terms of size, geographical location and activity range. VE/EBITDA 2008e 2009e Veolia Environnement ...... 8.1x 7.4x The exchange ratio calculated on the basis of EBITDA multiples ranges from 0.84x to 1.02x.

Discounted Cash Flow Analysis The discounted future cash flow method is based on the principle that the value of an asset is equal to the sum of net future cash flows (to infinity), discounted at a rate taking into account the specific risks of the asset concerned. The enterprise values of Gaz de France, Suez and Suez Environment are estimated by discounting the future cash flows using an average weighted cost of capital and include the net present value of cash flows over the explicit period 2008-2010 and the terminal value estimated for the end of 2010. This method was implemented on the basis of the 2008-2010 financial forecasts for Gaz de France, Suez and Suez Environment. The discounting rates used for Gaz de France, Suez Energy and the Environment business are 6.6%, 7.1% and 6.7%, respectively. Terminal values were calculated according to the Gordon Shapiro method and are based for Gaz de France and Suez Energy on a perpetual growth rate of 2% and for Suez Environment on a perpetual growth rate of 2.25%. Due to the limited horizon for the explicit period, the terminal value represents a heavy weighting in the total valuation of Gaz de France, Suez and Suez Environment and is extremely dependent upon the assumptions used in order to calculate the terminal cash flow. On the basis of sensitivity analyses on the cost of capital and on the perpetual growth rate, the exchange ratio calculated on the basis of this method ranges from 0.85x to 1.04x.

Valuation Summary The following table shows the summary of the exchange ratio ranges obtained in accordance with the different methods mentioned above: Resulting Exchange Ratio Range Stock market price as of May 30, 2008 ...... Most recent price 0.93x – 0.96x 1 month average 0.91x – 0.94x 3 month average 0.90x – 0.93x 6 month average 0.90x – 0.94x As of Aug. 28, 2007 ...... Most recent price 0.93x – 0.96x 1 month average 0.92x – 0.96x 3 month average 0.92x – 0.96x 6 month average 0.93x – 0.97x Analysts’ target prices as of May 30, 2008 ...... 0.91x – 1.02x Stock market multiples of comparable companies ...... 0.84x – 1.02x Discounted cash flow ...... 0.85x – 1.04x

271 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 8 Opinion of JP Morgan, financial advisor to Suez, on the exchange ratio June 4th, 2008 The Board of Directors Suez 16, rue de la Ville l’Evêque 75008 Paris Attn: Mr. Gérard Mestrallet Président Directeur Général Ladies and Gentlemen: You have requested that J.P Morgan plc (“JPMorgan”) provide you with an opinion as to the fairness, from a financial point of view, of the Exchange Ratio (as defined below) negotiated between Suez S.A. (“Suez”) and Gaz de France S.A. (“Gaz de France” and, together with Suez, the “Parties”) in connection with the proposed merger between Suez and Gaz de France (the “Transaction”), to the common stockholders of Suez. Under the terms of the Transaction, Suez will (i) effect a tax-free spin-off of a 65 per cent equity interest in its wholly-owned affiliate Suez Environnement and (ii) merge with and into Gaz de France, whereupon Gaz de France will be the surviving corporation in the merger (the “Merged Entity”), by way of an exchange of every 22 ordinary shares of Suez (other than those held by it as treasury stock or held by Gaz de France) for 21 ordinary shares of Gaz de France (collectively, the “Exchange Ratio”). Please be advised that while certain provisions of the Transaction are summarized above, the terms of the Transaction are more fully described in the merger agreement between the Parties (Projet de Traité relatif à la fusion-absorption de Suez par Gaz de France) (the “Merger Agreement”). As a result, the description of the Transaction and certain other information contained herein is qualified in its entirety by reference to the Merger Agreement. In arriving at our opinion, we have reviewed (i) a draft dated May 27th, 2008 of the Merger Agreement; (ii) certain publicly available information concerning the businesses of each of the Parties, including Suez’s wholly-owned affiliate Suez Environnement, and of certain other companies that we have deemed comparable, as well as broker information and forecasts; (iii) the reported market prices for the securities of certain other companies that we have deemed relevant; (iv) the current and historical reported market prices of the stock of each of the Parties; (v) the publicly available audited consolidated financial statements of each Party for the fiscal year ended 31st December 2007; (vi) the Documents de référence of each of Suez and Gaz de France for the fiscal year ended December 31, 2007; (vii) certain accounting and financial information for Suez Environnement provided by Suez in order to determine the equity value of Suez Environnement on the basis of its enterprise value; and (viii) certain internal financial forecasts prepared by the management teams of Suez, Suez Environnement and Gaz de France relating to their respective businesses for calendar years 2008 to 2010 inclusive. In addition, we have held discussions with certain members of the management teams of Suez, Suez Environnement and Gaz de France, with respect to the past and current business operations, the financial condition and future prospects and operations of Suez, Suez Environnement and Gaz de France, respectively, and in particular their long- term visions of the financial performance of Suez, Suez Environnement and Gaz de France, respectively. We have also held discussions with the management of Suez as to the effects of the Transaction on the financial condition and future prospects of Suez and Suez Environnement, and certain other matters we believed necessary or appropriate to our inquiry. We have reviewed such other information as we deemed appropriate for the purposes of this opinion. In performing our analysis, we have used such valuation methodologies as we have deemed necessary or appropriate for the purposes of this opinion. Our view is based on (i) our consideration of the information the Parties and their respective representatives and advisors have supplied to us to date, (ii) our understanding of the terms upon which Suez and Gaz de France intend to consummate the Transaction, including, without limitation, those with respect to governance and control of the Merged Entity and of Suez Environnement after consummation of the Transaction as set forth in the Merger Agreement or otherwise made public as at the date hereof, (iii) the currently contemplated capital structure and the anticipated credit standing of the Merged Entity and its subsidiaries and of Suez Environnement upon consummation of the Transaction, and (iv) the assumption that the Transaction will be consummated within the time periods contemplated by the Merger Agreement. In giving our opinion, we have relied upon and assumed, without assuming responsibility or liability for independent verification, the accuracy and completeness of all information that was publicly available or was

272 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 furnished to or discussed with us by or on behalf of the Parties and Suez Environnement and their respective representatives and advisors or which was otherwise reviewed by or for us. We have not verified the accuracy or completeness of any such information and we have not conducted any evaluation or appraisal of any assets or liabilities of the Parties or their respective affiliates (including Suez Environnement), nor have any such valuations or appraisals been provided to us, nor have we evaluated the solvency of Suez, Suez Environnement, Gaz de France or the Merged Entity under any laws relating to bankruptcy, insolvency or similar matters. In relying on financial forecasts provided to or discussed with us, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the management of Suez, Suez Environnement and Gaz de France as to the expected future results of operations and financial condition of the company to which such forecasts relate. We express no view as to such analyses or forecasts or the assumptions upon which they were based. The projections furnished to us by Suez, Suez Environnement and Gaz de France were prepared by the respective management teams of each company in 2007, based upon assumptions (notably exchange rates and commodity prices) which the management of such companies considered relevant at that time. We understand and assume that these projections are the most recent ones to have been approved by the respective Boards of Directors of Suez and Gaz de France and, with respect to projections for Suez Environnement, by the management team of Suez Environnement. We were not provided with any updates nor any sensitivity analyses on these projections (notably with respect to exchange rates and commodity prices). Suez and Gaz de France’s management teams represented to us that no updates or sensitivity analyses have been carried out on the 2008-2010 forecasts. We have assumed that the Transaction will have the tax consequences described in the discussions with and materials provided to us by representatives and advisors of Suez. We are not legal, regulatory, accounting or tax experts, we have not undertaken to provide any legal, regulatory, accounting or tax advice to Suez in connection with the Transaction, and have consequently relied on the assessments made by advisors to Suez with respect to all such issues. We have further assumed that the merger and the other undertakings and transactions contemplated by the Merger Agreement will be consummated as described therein, without any waiver, modification or breach, that the definitive Merger Agreement will not differ in any material respect from the draft furnished to us dated May 27th, 2008, and that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on Suez, Suez Environnement or Gaz de France or on the contemplated benefits of the Transaction. In particular, we understand that any remedies requested by such regulatory authorities and implemented by Suez, Suez Environnement or Gaz de France would have no material impact on Suez, Suez Environnement or Gaz de France. Our opinion is necessarily based upon economic market and other conditions as in effect on, and the information made available to us as of the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. This opinion is limited to the fairness, from a financial point of view, to Suez’s common stockholders of the Exchange Ratio and we express no opinion as to the fairness of the Transaction to any party, nor as to the fairness of any consideration received in connection with the Transaction by the holders of any other class of securities, creditors or other constituencies of Suez, nor do we express any opinion as to the underlying decision by Suez to engage in the Transaction. We are expressing no opinion herein as to the price at which any securities of either of the Parties, including Suez Environnement, will trade at any time. Other factors after the date hereof may affect the value of the businesses of the Parties either before or after the consummation of the Transaction, including but not limited to (i) the total or partial disposition of the equity securities of the Merged Entity or of Suez Environnement by their respective stockholders within a short period of time after the effective date of the Transaction, (ii) changes in prevailing interest rates and other factors which generally influence the price of securities, (iii) adverse changes in the current capital markets, (iv) the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of the Parties, (v) any actions taken or restrictions imposed by any governmental agencies or regulatory authorities, and (vi) the timely performance of all actions which are necessary to complete the Transaction on terms and conditions that are acceptable to all parties with an interest therein. No opinion is expressed as to whether any alternative transaction might be more beneficial to Suez. JPMorgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Suez. We have acted as financial advisor to Suez with respect to the proposed Transaction and will receive a fee from Suez for our services. In addition, Suez has agreed to indemnify us for certain liabilities arising out of our engagement. We will also receive an additional fee if the proposed Transaction is consummated or in certain other circumstances. Please be advised that we have had and continue to have significant and on-going financial advisory and other relationships with Suez and Gaz de France. In particular JPMorgan acted as financial advisor to Suez and provided a fairness opinion to the Board of Directors of Suez in relation to the buyout of the minority shareholders of Electrabel

273 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 on August 9th, 2005 and acted as financial advisor to Suez and provided a fairness opinion to the Board of Directors of Suez in relation to the first announcement of its planned merger with Gaz de France in February 2006 and the subsequent announcement of the revised terms of the merger in September 2007. In the ordinary course of their businesses, affiliates of JPMorgan may actively trade in the debt and equity securities of the Parties and their respective affiliates, for their own accounts, or for the accounts of customers, and accordingly, may at any time hold a long or short position in such securities. On the basis of and subject to the foregoing, it is our opinion that as of the date hereof, the Exchange Ratio in the proposed Transaction is fair, from a financial point of view, to Suez’s common stockholders. This letter is provided solely for the benefit of the Board of Directors of Suez in connection with, and for the purposes of, its evaluation of the Transaction, and is not on behalf of, and shall not confer rights or remedies upon, any stockholder of Suez, Suez Environnement and Gaz de France, or any other person other than the members of the Board of Directors of Suez or be used for any other purpose. This opinion does not constitute a recommendation to any stockholder of Suez or Gaz de France as to how such stockholder should vote or act with respect to the Transaction or any other matter. This opinion may be reproduced in full in any proxy or information statement made available to the stockholders of Suez in connection with the Transaction, but may not otherwise be disclosed, referred to, or communicated by you (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval in each instance.

Very truly yours,

J.P. MORGAN PLC

By: Name: Pascal J. F. Ravery Title: Vice Chairman, Investment Banking Europe

274 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 8 bis Description of the opinion of JPMorgan, financial advisor to Suez on the exchange ratio

OPINION OF JPMORGAN,FINANCIAL ADVISOR TO SUEZ

Pursuant to an engagement letter dated March 2nd, 2006 as amended, Suez retained JPMorgan as its financial advisor in connection with its proposed merger with Gaz de France. At the meeting of the Board of Directors of Suez on June 4, 2008, JPMorgan rendered its oral opinion to the Board of Directors of Suez that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in its opinion, the exchange ratio of 21 Gaz de France ordinary shares for every 22 ordinary shares of Suez (other than those held by Suez as treasury stock or by Gaz de France) and distribution to Suez’ common shareholders of a pro-rata proportion of the shares representing 65% of the share capital of Suez Environnement Company immediately prior to the merger was fair, from a financial point of view, to Suez’ common shareholders. JPMorgan has confirmed its June 4, 2008 oral opinion by subsequently delivering on the same day its written opinion to the board of directors of Suez that the financial terms were fair, from a financial point of view, to Suez’ common shareholders. This opinion reflected information which became available between September 2, 2007 and June 4, 2008, such as the audited consolidated financial statements of each of Suez and Gaz de France for the fiscal year ended December 31, 2007 and the Documents de référence of each of Suez and Gaz de France for the fiscal year ended December 31, 2007, as well as discussions which took place between such dates with the respective managements of Suez, Suez Environnement and Gaz de France, and replaced and superseded the opinion rendered to the board of directors of Suez, dated September 2, 2007, in relation to the announcement of the revised terms of the merger between Suez and Gaz de France on September 3, 2007. There were no material changes to the conclusion expressed in the June 4, 2008 opinion from the conclusion set forth in the September 2, 2007 opinion. The full text of the written opinion of JPMorgan to the board of directors of Suez dated June 4, 2008, which sets forth certain assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by JPMorgan, is attached as Appendix 8 to this Prospectus (as defined herein) and is incorporated herein by reference. JPMorgan has consented to the inclusion of its opinion herein. The summary of JPMorgan’s opinion below is qualified in its entirety by reference to the full text of JPMorgan’s opinion. You are urged to read the opinion in its entirety. Pursuant to the terms and conditions of its engagement letter, JPMorgan’s opinion is addressed exclusively to the board of directors of Suez for their information, is directed only to the exchange ratio in, and distribution of Suez Environnement Company shares immediately prior to, the proposed merger and does not constitute a recommendation to any shareholder of Suez as to how such shareholder should vote or act at Suez’ Extraordinary Shareholders Meeting. JPMorgan has advised the board of directors of Suez that it does not believe any person other than the Board of Directors of Suez has the legal right to rely on its opinion. JPMorgan would likely assert the substance of this view and the disclaimer described above as a defense to claims and allegations, if any, that might hypothetically be brought or asserted against it by any persons or entities other than the board of directors of Suez with respect to the aforementioned opinion and its financial analyses thereunder. JPMorgan bases its belief that no person other than the Board of Directors Suez may rely on the JPMorgan fairness opinion on the limited nature of JPMorgan’s contractual duty to Suez. JPMorgan is not aware of any controlling precedent that would create a statutory or common law right for persons other than the board of directors of Suez to rely on the JPMorgan fairness opinion. In the absence of controlling precedent, the ability of a shareholder to rely on the JPMorgan fairness opinion would be resolved by a court of competent jurisdiction. Any resolution by a court of competent jurisdiction as to this question would have no effect on the rights and responsibilities of the board of directors of Suez under applicable law or on the rights and responsibilities of either JPMorgan or the board of directors of Suez under federal securities laws. In arriving at its opinion, JPMorgan, among other things: • reviewed a draft dated May 27, 2008 of the Merger Agreement between Suez and Gaz de France (Projet de Traité relatif à la fusion-absorption de Suez par Gaz de France); • reviewed certain publicly available information concerning the businesses of each of Suez and Gaz de France, including Suez’ wholly-owned subsidiary Suez Environnement, and of certain other companies JPMorgan deemed comparable, as well as broker information and forecasts; • reviewed the recent and historical market prices of the stock of each of Suez and Gaz de France and certain publicly traded securities of such other companies as JPMorgan deemed relevant; • reviewed the publicly available audited consolidated financial statements of Suez and Gaz de France, respectively, for the fiscal year ended December 31, 2007;

275 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 • reviewed the Documents de référence of Suez and Gaz de France, respectively, for the fiscal year ended December 31, 2007; • reviewed certain accounting and financial information for the Suez Environnement business provided by Suez in order to determine the equity value of the Suez Environnement business on the basis of its enterprise value; • reviewed certain internal financial forecasts prepared separately by the management teams of Suez, Suez Environnement and Gaz de France relating to the businesses of Suez, Suez Environnement and Gaz de France, respectively, for calendar years 2008 to 2010 inclusive; and • performed such other financial studies and analyses and considered such other information as JPMorgan deemed appropriate for the purpose of rendering its opinion. JPMorgan also held discussions with certain members of the management teams of Suez, Suez Environnement and Gaz de France with respect to the past and current business operations, the financial condition and future prospects and operations of Suez, Suez Environnement and Gaz de France, respectively, and in particular their long-term visions of the financial performance of Suez, Suez Environnement and Gaz de France, respectively. JPMorgan has also held discussions with management of Suez as to the effects of the merger of Suez and Gaz de France on the financial condition and future prospects of Suez and Suez Environnement, and certain other matters JPMorgan believed necessary or appropriate to its inquiry. JPMorgan relied upon and assumed, without assuming responsibility or liability for independent verification, the accuracy and completeness of all information that was publicly available or was furnished to or discussed with JPMorgan by or on behalf of Suez, Suez Environnement and Gaz de France and their respective representatives and advisors or which was otherwise reviewed by or for JPMorgan. JPMorgan did not verify the accuracy or completeness of any such information and JPMorgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did JPMorgan evaluate the solvency of Suez, Suez Environnement, Gaz de France or the merged entity under any laws relating to bankruptcy, insolvency or similar matters. In relying on financial forecasts provided to or discussed with it, JPMorgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the management of Suez, Suez Environnement and Gaz de France as to the expected future results of operations and financial condition of each of the companies to which such forecasts relate. JPMorgan expresses no view as to such analyses or forecasts or the assumptions upon which they were based. The projections furnished to JPMorgan by Suez, Suez Environnement and Gaz de France were prepared by the respective management teams of each company in 2007 based upon assumptions (notably exchange rates and commodity prices) which the management of such company considered relevant at that time. JPMorgan understood and assumed that these projections are the most recent ones to have been approved by the respective Boards of Directors of Suez and Gaz de France and, with respect to projections for Suez Environnement, by the management team of Suez Environnement. JPMorgan was not provided with any updates nor any sensitivity analyses on these projections (notably with respect to exchange rates and commodity prices). Suez and Gaz de France’s management teams represented to JPMorgan that no updates or sensitivity analyses have been carried out on 2008-2010 forecasts. JPMorgan assumed that the merger of Suez and Gaz de France will have the tax consequences described in the discussions with and materials provided to it by representatives and advisors of Suez. JPMorgan is not a legal, regulatory, accounting or tax expert. JPMorgan has not undertaken to provide any legal regulatory, accounting or tax advice to Suez in connection with the merger of Suez and Gaz de France, and has consequently relied on the assessments made by advisors to Suez with respect to all such issues. JPMorgan further assumed that the merger of Suez and Gaz de France and the other undertakings and transactions contemplated by the merger agreement will be consummated as described therein, without any waiver, modification or breach, that the definitive merger agreement will not differ in any material respect from the draft furnished to us dated May 27, 2008. JPMorgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger of Suez and Gaz de France will be obtained without any adverse effect on Suez, Suez Environnement or Gaz de France or on the contemplated benefits of the merger. In particular, JPMorgan understood that any remedies requested by such regulatory authorities and implemented by Suez, Suez Environnement or Gaz de France would have no material impact on Suez, Suez Environnement or Gaz de France. JPMorgan’s opinion is based upon economic, market and other conditions as in effect on, and the information made available by Suez, Suez Environnement and Gaz de France to JPMorgan as of the date hereof. Subsequent developments may affect JPMorgan’s opinion, and JPMorgan does not have any obligation to update, revise, or reaffirm such opinion. JPMorgan’s opinion is limited to the fairness, from a financial point of view, to Suez’ common shareholders of the exchange ratio and JPMorgan has expressed no opinion as to the fairness of the merger of Suez and Gaz de France to any party, nor as to the fairness of any consideration received in connection with the

276 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 merger by the holders of any other class of securities, creditors or other constituencies of Suez, nor do we express any opinion as to the underlying decision by Suez to engage in the merger. JPMorgan expressed no opinion as to the price at which any securities of Suez, Suez Environnement Company or Gaz de France will trade at any future time, whether before or after the closing of the merger of Suez and Gaz de France. No opinion is expressed as to whether any alternative transaction might be more beneficial to Suez. The following is a brief summary of the material analyses performed by JPMorgan in connection with the preparation of its written opinion letter dated June 4, 2008. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by JPMorgan, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Summary of Certain Financial Analyses Conducted by JPMorgan For ease of reference, in this section we refer to the exchange ratio of 21 Gaz de France shares for 22 Suez shares (i.e., 0.9545 Gaz de France shares for one Suez share) and the distribution to Suez’ common shareholders of a pro- rata proportion of the shares representing 65% of the share capital of Suez Environnement Company immediately prior to the merger as the exchange ratio. Suez, after the distribution of 65% of Suez Environment Company, is referred to as Suez Adjusted.

Historical Exchange Ratio Analysis Analysis as of May 30, 2008. To provide background information and perspective with respect to the relative historical share prices of Suez and Gaz de France, JPMorgan reviewed the historical average volume-weighted closing stock market prices of shares of each of Gaz de France and Suez for May 30, 2008 and the one-month, three- month and six-month periods ending May 30, 2008 and since announcement of the merger of Suez and Gaz de France on September 3, 2007. In this calculation, Suez common stock market prices were adjusted to account for the proposed distribution, immediately prior to the merger, of 65% of the share capital of Suez Environnement Company to Suez’ common shareholders. The equity value of 65% of the share capital of Suez Environnement Company was estimated by using trading multiples of comparable companies as described below and expressed as a range. JPMorgan observed the following: Period Exchange Ratio Range Last closing share price — May 30, 2008...... 0.93 – 0.96x Average 1 month ...... 0.92 – 0.95x Average 3 months ...... 0.90 – 0.94x Average 6 months ...... 0.91 – 0.95x Since September 3, 2007 ...... 0.91 – 0.95x Based on this analysis, the exchange ratio of Suez (adjusted for the distribution of 65% of Suez Environnement Company) and Gaz de France ranges between 0.90x and 0.96x, which compares to the proposed exchange ratio of 0.9545. Analysis as of August 28, 2007. Further, JPMorgan reviewed the historical average volume-weighted closing stock market prices of shares of each of Gaz de France and Suez for August 28, 2007 and the one-month, three- month and six-month periods ending August 28, 2007 using the same methodologies and adjustments described in the preceding section. August 28, 2007 was the last day before market rumors related to the revised terms of the merger of Suez and Gaz de France started affecting Suez’ and Gaz de France’s stock market prices. JPMorgan observed the following: Period Exchange Ratio Range Last closing share price — August 28, 2007 ...... 0.92 – 0.96x Average 1 month ...... 0.92 – 0.96x Average 3 months ...... 0.92 – 0.96x Average 6 months ...... 0.93 – 0.97x Based on this analysis, the exchange ratio of Suez (adjusted for the distribution of 65% of Suez Environnement Company) and Gaz de France ranges between 0.92x and 0.97x, which compares to the proposed exchange ratio of 0.9545.

277 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Trading Multiples — Consolidated Approach JPMorgan compared the financial and operating performance of Suez Energy (i.e. Suez excluding Suez Envi- ronnement), Suez Environnement and Gaz de France with publicly available information of selected companies engaged in businesses which JPMorgan judged to be relevant to those of Suez Energy, Suez Environnement or Gaz de France. The companies selected by JPMorgan were as follows: • European water and waste management companies: Veolia Environnement, Séché Environnement, Shanks, Lassila & Tikanoja, Severn Trent, United Utilities and Northumbrian Water Group; • European integrated power and gas companies: EDF, E.ON, RWE, Iberdrola, Fortum, Verbund, Scottish and Southern Energy, EDP, Gas Natural and Centrica; • European gas transmission companies: Snam Rete Gas, National Grid and Enagas; and • North Sea gas-focused exploration and production companies: Dana Petroleum and Venture Production. These companies were selected, among other considerations, because they share similar business characteristics with Suez Energy, Suez Environnement or Gaz de France. However, none of the companies selected is identical or directly comparable to Suez Energy, Suez Environnement or Gaz de France. Accordingly, JPMorgan made judgments and assumptions concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies. For each of the selected companies, JPMorgan calculated the firm value divided by the estimated EBITDA for calendar years ending December 31, 2008 and December 31, 2009, which we refer to as the firm value/EBITDA multiple. • The firm value of a particular company was calculated as the market value of the company’s equity (based on the one-month average share price as of May 30, 2008 and diluted number of shares based on the treasury shares method); plus the value of the company’s indebtedness, certain debt-like provisions and reserves and minority interest minus the company’s cash and cash equivalents, marketable securities and financial and equity investments as of December 31, 2007 (updated with certain available market information). • The estimates of EBITDA for each of the selected companies were based on recent publicly available estimates of brokers. Based on different sets of selected companies, averages of firm value/EBITDA multiples were then applied to the EBITDA forecast for Suez Energy, Suez Environnement and Gaz de France (as provided to JPMorgan by the management teams of Suez, Suez Environnement and Gaz de France for calendar years ending December 31, 2008 and December 31, 2009) to derive firm values. JPMorgan calculated the implied equity values of Suez Energy, Suez Environnement and Gaz de France by subtracting from the firm values of Suez Energy, Suez Environnement and Gaz de France the amount of their respective indebtedness net of cash and cash equivalents, minority interests and certain debt-like provisions; and by adding back the value of their respective equity and financial investments as of December 31, 2007, updated with certain publicly available market information. Based on the assumptions set forth above, the exchange ratio between the implied equity valuation per share of Suez Adjusted and Gaz de France ranges between 0.84x and 1.03x, assuming a range of +/-10% around the midpoint, which compares to the proposed exchange ratio of 0.9545.

Discounted Cash Flow Analysis — 2008-2010 JPMorgan conducted a discounted cash flow analysis for the purpose of calculating a range of implied exchange ratios. The discounted cash flow did not give effect to the impact of any synergies as a result of the proposed merger of Suez and Gaz de France. A discounted cash flow analysis is a traditional method of evaluating a company by estimating the future free cash flows of the company and by calculating the present value of those future free cash flows. Free cash flows refers to a calculation of the cash flows of the company without including in such calculation any debt servicing costs; present value refers to the current value of one or more future free cash flows from the company and is obtained by discounting those future free cash flows by a discount rate that takes into account macro-economic assumptions, estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors, all specific to each

278 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 company. Terminal value refers to the value of all future free cash flows of a company from and at a particular point in time. JPMorgan calculated the free cash flows that Suez Energy, Suez Environnement and Gaz de France are expected to generate during fiscal years 2008 through 2010 based upon financial projections prepared by the management teams of Suez, Suez Environnement and Gaz de France. JPMorgan also calculated terminal values for Suez Energy, Suez Environnement and Gaz de France at the end of the one-year period ending December 31, 2010 by applying a free cash flow perpetual growth rate of 2.00% for Suez Energy, 2.25% for Suez Environnement and 2.00% for Gaz de France. The free cash flows and the terminal values were then discounted to present values using discount rates of 7.2% for Suez Energy, 6.8% for Suez Environnement and 6.6% for Gaz de France to derive firm values. In arriving at the estimated exchange ratio, JPMorgan calculated the equity values of Suez Energy, Suez Environnement and Gaz de France by subtracting from the firm values of Suez Energy, Suez Environnement and Gaz de France the amounts of their respective indebtedness net of cash and cash equivalents, minority interests and certain debt-like provisions; and by adding back the amount of their respective equity and financial investments as of December 31, 2007 (updated with certain publicly available market information). Based on the assumptions set forth above, the exchange ratio between the implied equity valuation per share of Suez Adjusted and Gaz de France ranges between 0.85x and 1.04x, assuming a range of +/-10% around the midpoint, which compares to the proposed exchange ratio of 0.9545.

Brokers’ Target Prices Analysis In addition to the valuation methodologies described above, JPMorgan reviewed brokers’ target prices as a relevant benchmark to assess the exchange ratio. JPMorgan considers that the analysis of brokers’ target prices is not a valuation methodology; it is therefore presented for illustrative purpose only. The analysis was done on target prices published post-announcement of the revised terms of the merger on September 3, 2007. Only brokers providing target prices for both Gaz de France and Suez as well as providing an equity value for Suez Environnement were taken into account. For each broker, the implied exchange ratio was calculated by using the target price for Gaz de France and the target price for Suez minus 65% of the equity value per share of Suez Environnement provided by the broker. Based on the assumptions set forth above, the exchange ratio between the implied equity valuation per share of Suez Adjusted and Gaz de France ranges between 0.91x and 1.02x, which compares to the proposed exchange ratio of 0.9545.

Summary The summary of JPMorgan’s exchange ratio analysis between the implied equity valuation per share of Suez Adjusted and Gaz de France is as follows: Range of Exchange Ratio Historical Exchange Ratio — as of May 30, 2008 ...... 0.90 – 0.96x Historical Exchange Ratio — as of August 28, 2008 ...... 0.92 – 0.97x Trading Multiples — Consolidated Approach ...... 0.84 – 1.03x Discounted Cash Flow Analysis — 2008-2010 ...... 0.85 – 1.04x Brokers’ Target Prices Analysis — for illustrative purpose only ...... 0.91 – 1.02x

Additional Methodologies In addition to the valuation methodologies described above, JPMorgan has performed a number of other financial analyses that JPMorgan deemed appropriate for the purpose of rendering its opinion, including a Trading Multiples based valuation on a Sum-of-the-Parts Approach and a Discount Cash Flows Analysis on a longer period.

Miscellaneous In connection with rendering its opinion to the Suez Board of Directors, JPMorgan performed a variety of financial and comparative analyses, including those described above. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data considered by JPMorgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or

279 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 summary description. JPMorgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses or focusing on information in tabular format, without considering all of its analyses as a whole and the narrative description of the analyses, could create an incomplete view of the processes underlying the analyses and its opinion. The order of analyses described does not represent the relative importance or weight given to those analyses by JPMorgan. In arriving at its opinion, JPMorgan did not attribute any particular weight to any analysis or factor considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, JPMorgan considered the totality of the factors and analyses performed in determining its opinion. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts used and analyses based on forecasts made by JPMorgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses or forecasts. Moreover, JPMorgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold. None of the selected companies reviewed as described in the above summary is identical to Suez, Suez Environnement or Gaz de France; however, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of JPMorgan’s analysis, may be considered similar to those of Suez, Suez Environnement or Gaz de France. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Suez, Suez Environnement and Gaz de France. Except as otherwise noted, the foregoing quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 30, 2008 and is not necessarily indicative of current market conditions.

JPMorgan’s opinion and financial analyses were only one of the many factors considered by Suez in its evaluation of the merger of Suez and Gaz de France and should not be viewed as determinative of the views of the Board of Directors or management of Suez with respect to the merger.

It should be noted that JPMorgan is not acting as an independent expert (and shall not be deemed to act as such) pursuant to the provisions of Articles 261-1 et seq. of the Règlement général of the French Autorité des Marchés Financiers (“AMF”), and that the written opinion of JPMorgan therefore cannot and should not be deemed to constitute an “attestation d’équité” within the meaning of the above regulatory provisions.

As a part of its investment banking business, JPMorgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

JPMorgan was selected by Suez as one of its financial advisors based on JPMorgan’s qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions and its familiarity with Suez. Upon announcement of the transaction and subsequent steps already achieved, JPMorgan became entitled to a fee of A6,666,666 and, if the merger is completed, will receive an additional fee of A8,333,333 for its services as financial advisor. In addition, Suez has agreed to reimburse JPMorgan for its reasonable expenses incurred in connection with its services and to indemnify JPMorgan for certain liabilities arising out of its engagement.

JPMorgan and its affiliates have provided investment banking and commercial banking services from time to time to Suez, Gaz de France and their respective affiliates and have received fees for the rendering of these services. Such past services include for 2005, 2006, 2007 and 2008 to date (i) acting as sole global coordinator, sole international bookrunner and international lead manager to the $267mm IPO of Glow Energy Public Company Limited in April 2005 (ii) acting as financial advisor and providing a fairness opinion on the buy-out of Electrabel minorities to Suez in August 2005, (iii) acting as joint bookrunner on the $445mm sale of Suez’ 19% stake in Colbún in May 2006, (iv) acting as joint bookrunner on the $220mm block trade sale of Suez’ 9.5% stake in Colbún in May 2006, (v) acting as joint bookrunner for the $1,169 million (A933 million) Initial Public Offering of Neuf Cegetel S.A on Euronext Paris in October 2006, (vi) acting as defense advisor in 2005. In the ordinary course of their businesses, JPMorgan and its affiliates may actively trade in the debt and equity securities (or related derivative securities) of Suez or Gaz de France or their respective affiliates for their own account or for the accounts of their customers and, accordingly, may at any time hold long or short positions in such securities.

280 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 9 Opinion of Merrill Lynch, financial advisor to Gaz de France, on the exchange ratio

Board of Directors Gaz de France S.A 23 rue Philibert Delorme 75840 Paris Cedex 17 France 4 June 2008 Members of the Board of Directors: We understand that Gaz de France S.A. (“Gaz de France”) and Suez S.A. (“Suez”) propose to enter into a merger transaction on the terms and conditions set forth in the Merger Agreement to be entered into between Gaz de France and Suez (the “Agreement”), pursuant to which Suez will be merged with Gaz de France in a transaction (the “Merger”) in which 22 outstanding ordinary shares of Suez, par value A2.0 per share (the “Suez Shares”), will be exchanged for 21 ordinary shares (the “Exchange Ratio”) of Gaz de France, par value A1.0 per share (the “Gaz de France Shares”). Concomitantly with the Merger, Suez will spin-off 65% of the share capital of Suez Environ- nement, the subsidiary of Suez owning Suez’ water and waste assets, to Suez shareholders. You have asked us whether, in our opinion, the Exchange Ratio is fair from a financial point of view to Gaz de France. In arriving at the opinion set out below, we have, among other things: 1. Reviewed certain publicly available business and financial information relating to Gaz de France, Suez and Suez Environnement that we deemed to be relevant; 2. Reviewed the 2007 financial statements of Gaz de France, Suez and Suez Environnement; 3. Reviewed certain information, including the latest available medium-term financial forecasts relating to the business, earnings, cash flow, assets, liabilities and prospects of Gaz de France, Suez and Suez Environne- ment, as well as the amount and timing of the cost savings and related expenses and synergies expected to result from the Merger (the “Expected Synergies”), furnished to us by Gaz de France and Suez, respectively; 4. Conducted a due diligence review including discussions with members of senior management of Gaz de France, Suez and Suez Environnement concerning the matters described in clauses 1, 2 and 3 above, as well as their respective businesses and prospects before and after giving effect to the Merger and the Expected Synergies; 5. Reviewed the market prices and valuation multiples for the Gaz de France Shares and the Suez Shares and compared them with those of certain publicly traded companies that we deemed to be relevant; 6. Reviewed the results of operations of Gaz de France, Suez and Suez Environnement and compared them with those of certain publicly traded companies that we deemed to be relevant; 7. Participated in certain discussions and negotiations among representatives of Gaz de France and Suez and their financial and legal advisers; 8. Reviewed the potential pro forma impact of the Merger; 9. Reviewed a draft dated May 30, 2008 of the Agreement; 10. Reviewed a draft dated April 17, 2008 of the “cooperation and shared functions” agreement between Suez and Suez Environnement; and 11. Reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions. In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available, and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of Gaz de France, Suez or Suez Environnement or been furnished with any such evaluation or appraisal, nor have we evaluated the solvency or fair value of Gaz de France, Suez or Suez Environnement under any laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or facilities of Gaz de France, Suez or

281 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Suez Environnement. With respect to the financial forecast information and the Expected Synergies furnished to or discussed with us by Gaz de France or Suez, we have assumed that they have been reasonably prepared and reflect the best currently available estimates and judgment of Gaz de France’s or Suez’s management as to the expected future financial performance of Gaz de France or Suez, as the case may be, and the Expected Synergies. We have also assumed that the final form of the Agreement will be substantially similar to the last draft reviewed by us and that the Merger will be consummated on the terms set out in that draft of the Agreement. We have assumed that the spin-off of 65% of Suez Environnement to Suez shareholders concomitantly with the Merger will be effected at arms’ length, in accordance with the draft “cooperation and shared functions” agreement we have reviewed, on the basis of Suez Environnement’s most current financial statements provided to us and that the spin-off will not have any material negative impact (including from a tax standpoint) on the financial condition of Gaz de France, Suez or their respective shareholders. Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date of this letter. We have assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the Merger, no restrictions, including any divestiture requirements or amendments or modifications (other than those required by the European Commission in November 2006), will be imposed that will have a material adverse effect on the contemplated benefits of the Merger. We are acting as financial adviser to Gaz de France in connection with the Merger and will receive a fee from Gaz de France for our services, a significant portion of which is contingent upon the consummation of the Merger. In addition, Gaz de France has agreed to indemnify us for certain liabilities arising out of our engagement. We have, in the past, provided financial advisory and financing services to Gaz de France and Suez, and at present continue to do so in connection with matters unrelated to the Merger, and have received, and may receive, fees for the rendering of such services. In addition, in the ordinary course of our business, we may actively trade Gaz de France Shares and other securities of Gaz de France, as well as Suez Shares and other securities of Suez, for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. Our opinion does not address the merits of the underlying decision by Gaz de France to engage in the Merger and does not constitute a recommendation to any shareholder of Gaz de France as to how such shareholder should vote on the proposed Merger or any matter related to it. We are not expressing any opinion as to the prices at which the shares of Gaz de France or Suez Environnement will trade following the consummation of the Merger. This opinion supersedes and replaces in its entirety the opinion we delivered to the Board of Directors of Gaz de France on 2 September 2007. In rendering this opinion, we express no view or opinion with respect to the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation payable to or to be received by any officers, directors, or employees of any parties to the Merger, or any class of such persons, relative to the Exchange Ratio. Our opinion has been authorized for issuance by the Fairness Opinion Committee of Merrill Lynch. On the basis of and subject to the foregoing, we are of the opinion that, as of the date of this letter, the Exchange Ratio is fair from a financial point of view to Gaz de France.

Yours faithfully,

MERRILL LYNCH CAPITAL MARKETS (FRANCE) S.A.S

282 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 10 Opinion of Lazard Frères, financial advisor to Gaz de France, on the exchange ratio

Board of Directors Gaz de France S.A 23 rue Philibert Delorme 75840 Paris Cedex 17 France June 4, 2008 Dear Members of the Board of Directors: We understand that Gaz de France S.A. (“Gaz de France”) and Suez S.A. (“Suez”) propose to enter into a merger transaction on the terms and conditions set forth in the Merger Agreement to be entered into between Gaz de France and Suez (the “Agreement”), pursuant to which Suez will be merged with Gaz de France in a transaction (the “Merger”) in which 22 outstanding ordinary shares of Suez, par value A2.0 per share (the “Suez Shares”), will be exchanged for 21 ordinary shares (the “Exchange Ratio”) of Gaz de France, par value A1.0 per share (the “Gaz de France Shares”). Concomitantly with the Merger, Suez will spin-off 65% of the share capital of Suez Environ- nement, the subsidiary of Suez owning Suez’ water and waste assets, to Suez shareholders. You have asked us whether, in our opinion, the Exchange Ratio is fair from a financial point of view to Gaz de France. In arriving at the opinion set out below, we have, among other things: 1. Reviewed certain publicly available business and financial information relating to Gaz de France, Suez and Suez Environnement that we deemed to be relevant; 2. Reviewed 2007 financial statements of Gaz de France, Suez and Suez Environnement; 3. Reviewed certain information, including the latest available medium-term financial forecast relating to the business, earnings, cash flows, assets, liabilities and prospects of Gaz de France, Suez and Suez Environ- nement as well as the amount and timing of the cost savings and related expenses and synergies expected to result from the Merger (the “Expected Synergies”) furnished to us by Gaz de France and Suez, respectively; 4. Conducted a due diligence review including discussions with members of senior management of Gaz de France, Suez and Suez Environnement concerning the matters described in clauses 1, 2 and 3 above, as well as their respective businesses and prospects before and after giving effect to the Merger and the Expected Synergies; 5. Reviewed the market prices and valuation multiples for the Gaz de France Shares and the Suez Shares and compared them with those of certain publicly traded companies that we deemed to be relevant; 6. Reviewed the results of operations of Gaz de France, Suez and Suez Environnement and compared them with those of certain publicly traded companies that we deemed to be relevant; 7. Participated in certain discussions and negotiations among representatives of Gaz de France and Suez and their financial and legal advisers; 8. Reviewed the potential pro forma impact of the Merger; 9. Reviewed a draft dated May 30, 2008 of the Agreement; 10. Reviewed a draft dated April 17, 2008 of the “cooperation and shared functions” agreement between Suez and Suez Environnement; and 11. Reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions. In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available. We have not independently verified any such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of Gaz de France, Suez or Suez Environnement or been furnished with any such evaluation or appraisal nor have we evaluated the solvency or fair value of Gaz de France, Suez or Suez Environnement under any laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or facilities of Gaz de France, Suez or Suez Environnement. With respect to the financial forecast information and the Expected Synergies furnished to or discussed with us by Gaz de France or Suez, we have assumed that they have been reasonably prepared and reflect the best currently available

283 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 estimates and judgment of Gaz de France’s or Suez’ management as to the expected future financial performance of Gaz de France or Suez, as the case may be, and the Expected Synergies. In that respect, while certain of Gaz de France’s and Suez’ underlying assumptions differ from current market conditions, Gaz de France and Suez have confirmed that the financial forecast information and the Expected Synergies based on such assumptions continue to be valid. We also have assumed that the final form of the Agreement, when executed, will be similar in all material respects to the last draft reviewed by us and that the Merger will be consummated on the terms set out in that draft of the Agreement without material amendment or waiver.

Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date of this letter.

We assume no responsibility for updating or revising our opinion based on circumstances or events occurring after the date hereof. We have assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the Merger, no restrictions, including any divestiture requirements or amendments or modifications (other than those required by the European Commission in November 2006), will be imposed that will have a material adverse effect on the contemplated benefits of the Merger. We have assumed that the spin-off of 65% of Suez Environnement to Suez shareholders concomitantly with the Merger will be effected at arms’ length, in accordance with the draft “cooperation and shared functions” agreement we have reviewed, on the basis of Suez Environnement most current financial statements provided to us and that the spin-off will not have any material negative impact (including from a tax standpoint) on the financial condition of Gaz de France, Suez or their respective shareholders.

We are acting as financial adviser to Gaz de France in connection with the Merger and will receive a fee from Gaz de France for our services, a significant portion of which is contingent upon the consummation of the Merger. We will also receive a fee in connection with the delivery of this opinion upon consummation of the Merger. In addition, Gaz de France has agreed to indemnify us for certain liabilities arising out of our engagement. We have, in the past, provided financial advisory and financing services to Gaz de France and Suez and may continue to do so and have received, and may receive, fees for the rendering of such services. In addition, in the ordinary course of our business, we and our affiliates may actively trade Gaz de France Shares and other securities of Gaz de France, as well as Suez Shares and other securities of Suez, for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

This opinion is for the use and benefit of the Board of Directors of Gaz de France in its evaluation of the Merger. This opinion is to be interpreted in accordance with customary practice in France and may only be relied upon with the express conditions that it is interpreted in accordance with customary practice in France and that it is governed by French law.

Our opinion does not address the merits of the underlying decision by Gaz de France to engage in the Merger and does not constitute a recommendation to any shareholder as to how such shareholder should vote on the proposed Merger or any matter related to it. We do not express any opinion as to any tax or other consequences that might result from the Merger, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand that Gaz de France obtained such advice as it deemed necessary from qualified professionals. We express no view or opinion as to any terms or other aspects or implications of the Merger (other than the Exchange Ratio to the extent expressly specified herein), including, without limitation, the form or structure of the Merger or any agreements or arrangements entered into in connection with, or otherwise contemplated by, the Merger, including the proposed spin-off of Suez Environnement. We are not expressing any opinion as to the prices at which the shares of Gaz de France, Suez or Suez Environnement will trade at any time following the date hereof. This opinion supersedes and replaces in its entirety the letter we delivered to the Board of Directors of Gaz de France on September 2, 2007.

On the basis of and subject to the foregoing, we are of the opinion that, as of the date of this letter, the Exchange Ratio is fair from a financial point of view to Gaz de France.

Yours faithfully,

Lazard Frères

284 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 11 Opinion of the financial advisors of Gaz de France

Opinion of Merrill Lynch On June 4, 2008, Merrill Lynch delivered its written opinion to Gaz de France’s board of directors that, based upon and subject to the factors and assumptions set forth therein, matters considered and limits of review set forth therein, as of such date, the exchange ratio was fair, from a financial point of view, to Gaz de France. This opinion reflects information which became available between September 2, 2007 and June 4, 2008, such as the audited consolidated financial statements of each of Suez and Gaz de France for the fiscal year ended December 31, 2007 and the Documents de référence of each of Suez and Gaz de France for the fiscal year ended December 31, 2007 as well as the discussions which took place between such dates with the respective managements of Suez, Suez Environ- nement and Gaz de France and replaced and superseded in its entirety the letter delivered to the board of directors of Gaz de France, dated September 2, 2007 in relation to the announcement of the revised terms of the merger between Suez and Gaz de France on September 3, 2007. There were no material changes to the conclusion expressed in the June 4, 2008 opinion from the conclusion set forth in the September 2, 2007 letter. The full text of the written opinion of Merrill Lynch, dated June 4, 2008, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix 9 and incorporated by reference into this prospectus. Merrill Lynch’s opinion is directed to the board of directors of Gaz de France and addresses only the fairness of the merger from a financial point of view to Gaz de France. It does not address any other aspect of the merger and does not constitute a recommendation as to how any holder of Suez common stock, Suez ADS’s or Gaz de France ordinary shares should vote with respect to the merger, the issuance of Gaz de France ordinary shares or any other matter. It also does not express any opinion as to the prices at which the common shares of Gaz de France or Suez Environnement will trade following the consummation of the merger. The following summary of Merrill Lynch’s opinion set forth below is qualified in its entirety by reference to the full text of such opinion. Shareholders are urged to read the Merrill Lynch opinion carefully and in its entirety. In connection with rendering the opinion described above and performing its related financial analyses, Merrill Lynch, among other things: • reviewed certain publicly available business and financial information relating to Gaz de France, Suez and Suez Environnement that it deemed to be relevant; • reviewed the 2007 financial statements of Gaz de France, Suez and Suez Environnement; • reviewed certain information, including the latest available medium-term financial forecasts relating to the business, earnings, cash flow, assets, liabilities and prospects of Gaz de France, Suez and Suez Environ- nement, as well as the amount and timing of the cost savings and related expenses and synergies expected to result from the merger (the “Expected Synergies”) furnished to it by Gaz de France and Suez, respectively; • conducted a due diligence review including discussions with members of senior management of Gaz de France, Suez and Suez Environnement concerning the matters described above, as well as their respective businesses and prospects before and after giving effect to the merger and the Expected Synergies; • reviewed the market prices and valuation multiples for the common shares of Gaz de France and the common shares of Suez and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant; • reviewed the results of operations of Gaz de France, Suez and Suez Environnement and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant; • participated in certain discussions and negotiations among representatives of Gaz de France and Suez and their financial and legal advisers; • reviewed the potential pro forma impact of the merger; • reviewed a draft dated May 30, 2008 of the merger agreement; • reviewed a draft dated April 17, 2008 of the “cooperation and shared functions” agreement between Suez and Suez Environnement; and • reviewed such other financial studies and analyses and took into account such other matters as Merrill Lynch deemed necessary, including its assessment of general economic, market and monetary conditions.

285 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 In preparing the opinion, Merrill Lynch assumed and relied upon the accuracy and completeness of all information supplied or otherwise made available to it, discussed with or reviewed by or for it, or publicly available, and did not assume any responsibility for independently verifying such information or undertake an independent evaluation or appraisal of any of the assets or liabilities of Gaz de France, Suez or Suez Environnement, and was not furnished with any such evaluation or appraisal, nor has Merrill Lynch evaluated the solvency or fair value of Gaz de France, Suez or Suez Environnement under any laws relating to bankruptcy, insolvency or similar matters. In addition, Merrill Lynch did not assume any obligation to conduct any physical inspection of the properties or facilities of Gaz de France, Suez or Suez Environnement. With respect to the financial forecast information and the Expected Synergies furnished to or discussed with Merrill Lynch by Gaz de France or Suez, Merrill Lynch assumed that they were reasonably prepared and reflected the best available estimates and judgment of Gaz de France or Suez management as to the expected future financial performance of Gaz de France or Suez, as the case may be, and the Expected Synergies.

Merrill Lynch also assumed that the final form of the merger agreement was substantially similar to the last draft reviewed by them and that the merger would be consummated on the terms set out in that draft of the merger agreement.

Merrill Lynch also assumed that the spin-off of 65% of Suez Environnement to Suez shareholders concomitantly with the merger will be effected at arms’ length, in accordance with the draft “cooperation and shared functions” agreement they reviewed, on the basis of Suez Environnement’s most current financial statements provided to it and that the spin-off will not have any material negative impact (including from a tax standpoint) on the financial condition of Gaz de France, Suez or their respective shareholders.

Merrill Lynch also assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including any divestiture requirements or amendments or modifications (other than those required by the European Commission in November 2006), would be imposed that would have a material adverse effect on the contemplated benefits of the merger.

Merrill Lynch’s opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information made available to Merrill Lynch as of, the date of the opinion.

Opinion of Lazard Frères

On June 4, 2008, Lazard Frères delivered its written opinion to Gaz de France’s board of directors that, based upon and subject to the factors and assumptions set forth therein, matters considered and limits of review set forth therein, as of such date, the exchange ratio was fair, from a financial point of view, to Gaz de France. This opinion reflects information which became available between September 2, 2007 and June 4, 2008, such as the audited consolidated financial statements of each of Suez and Gaz de France for the fiscal year ended December 31, 2007 and the Documents de référence of each of Suez and Gaz de France for the fiscal year ended December 31, 2007, as well as the discussion which took place between such dates with the respective managements of Suez, Suez Environnement and Gaz de France and replaced and superseded in its entirety the letter delivered to the board of directors of Gaz de France, dated September 2, 2007 in relation to the announcement of the revised terms of the merger between Suez and Gaz de France on September 3, 2007. There were no material changes to the conclusion expressed in the June 4, 2008 opinion from the conclusion set forth in September 2, 2007 letter.

The full text of the written opinion of Lazard Frères, dated June 4, 2008, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix 10 and incorporated by reference into this prospectus. Lazard Frères’ opinion is directed to the board of directors of Gaz de France and addresses only the fairness of the merger from a financial point of view to Gaz de France. It does not address any other aspect of the merger and does not constitute a recommendation as to how any holder of Suez common stock, Suez ADS’s or Gaz de France ordinary shares should vote with respect to the merger, the issuance of Gaz de France ordinary shares or any other matter. It does not express any opinion as to any tax or other consequences that might result from the merger, nor does it address any legal, tax, regulatory or accounting matters, as to which Lazard Frères understood that Gaz de France obtained such advice as it deemed necessary from qualified professionals. Lazard Frères’ opinion expresses no view or opinion as to any terms or other aspects or implications of the merger (other than the exchange ratio to the extent expressly specified therein), including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or otherwise contemplated by, the merger, including the proposed spin-off of Suez Environnement. It also does not express any opinion as to the prices at which the common shares of Gaz de France, Suez or Suez Environnement will trade following the date of Lazard Frères’ opinion. The following summary of Lazard

286 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Frères’ opinion set forth below is qualified in its entirety by reference to the full text of such opinion. Shareholders are urged to read the Lazard Frères opinion carefully and in its entirety. In connection with rendering the opinion described above and performing its related financial analyses, Lazard Frères, among other things: • reviewed certain publicly available business and financial information relating to Gaz de France, Suez and Suez Environnement that it deemed to be relevant; • reviewed the 2007 financial statements of Gaz de France, Suez and Suez Environnement; • reviewed certain information, including the latest available medium-term financial forecasts relating to the business, earnings, cash flows, assets, liabilities and prospects of Gaz de France, Suez and Suez Environ- nement as well as the amount and timing of the Expected Synergies furnished to it by Gaz de France and Suez, respectively; • conducted a due diligence review including discussions with members of senior management of Gaz de France, Suez and Suez Environnement concerning the matters described above, as well as their respective businesses and prospects before and after giving effect to the merger and the Expected Synergies; • reviewed the market prices and valuation multiples for the common shares of Gaz de France and the common shares of Suez and compared them with those of certain publicly traded companies that Lazard Frères deemed to be relevant; • reviewed the results of operations of Gaz de France, Suez and Suez Environnement and compared them with those of certain publicly traded companies that Lazard Frères deemed to be relevant; • participated in certain discussions and negotiations among representatives of Gaz de France and Suez and their financial and legal advisers; • reviewed the potential pro forma impact of the merger; • reviewed a draft dated May 30, 2008 of the merger agreement; • reviewed a draft dated April 17, 2008 of the “cooperation and shared functions” agreement between Suez and Suez Environnement; and • reviewed such other financial studies and analyses and took into account such other matters as Lazard Frères deemed necessary, including its assessment of general economic, market and monetary conditions. In preparing the opinion, Lazard Frères assumed and relied upon the accuracy and completeness of all information supplied or otherwise made available to it, discussed with or reviewed by or for it, or publicly available. Lazard Frères did not independently verify such information or undertake an independent evaluation or appraisal of any of the assets or liabilities of Gaz de France, Suez or Suez Environnement, and was not furnished with any such evaluation or appraisal, nor has Lazard Frères evaluated the solvency or fair value of Gaz de France, Suez or Suez Environnement under any laws relating to bankruptcy, insolvency or similar matters. In addition, Lazard Frères did not assume any obligation to conduct any physical inspection of the properties or facilities of Gaz de France, Suez or Suez Environnement. With respect to the projections and the Expected Synergies furnished to or discussed with Lazard Frères by Gaz de France or Suez, Lazard Frères assumed that they were reasonably prepared and, at that time, reflected the best available estimates and judgment of Gaz de France or Suez management as to the expected future financial performance of Gaz de France or Suez, as the case may be, and the Expected Synergies. In that respect, while certain of Gaz de France’s and Suez’ underlying assumptions differ from current market conditions, Gaz de France and Suez have confirmed that the projections and the Expected Synergies based on such assumptions continue to be valid. Lazard Frères also assumed that the final form of the merger agreement, when executed, was similar in all material respects to the last draft reviewed by it and that the merger would be consummated on the terms set out in that draft of the merger agreement. Lazard Frères also assumed that the spin-off of 65% of Suez Environnement to Suez shareholders concomitantly with the merger will be effected at arms’ length, in accordance with the draft “cooperation and shared functions” agreement it reviewed, on the basis of Suez Environnement’s most current financial statements provided to it and that the spin-off will not have any material negative impact (including from a tax standpoint) on the financial condition of Gaz de France, Suez or their respective shareholders. Lazard Frères also assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including any divestiture requirements or amendments or

287 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 modifications (other than those required by the European Commission in November 2006), would be imposed that would have a material adverse effect on the contemplated benefits of the merger. Lazard Frères’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information made available to Lazard Frères as of, the date of the opinion. Lazard Frères assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard Frères’ opinion is intended to be interpreted in accordance with customary practice in France and may only be relied upon with the express condition that it is interpreted in accordance with customary practice in France and that it is governed by French law.

Financial analyses used by Merrill Lynch and Lazard Frères The following is a summary of the material financial analyses presented by Merrill Lynch and Lazard Frères to the board of directors of Gaz de France on June 4, 2008 in connection with the merger. These analyses also provided in substantial part the basis for their respective opinions delivered on that date. The following summary, however, does not purport to be a complete description of the financial analyses performed by Merrill Lynch and Lazard Frères, nor does the order of analyses described represent the relative importance or weight given to those analyses by Merrill Lynch and Lazard Frères. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Merrill Lynch’s and Lazard Frères’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 16, 2008 and is not necessarily indicative of current market conditions.

Methods used for the assessment of the exchange ratio To assess the exchange ratio, an analysis of the ratio of equity value per share of Gaz de France and Suez post spin- off of 65% of Suez Environnement (thereafter “the Adjusted Suez”) has been performed. The Adjusted Suez’ value per share has been calculated on the basis of Suez’ equity value minus 65% of Suez Environnement’s equity value.

Spot and average stock price analysis Merrill Lynch and Lazard Frères analyzed the exchange ratio based on Suez and Gaz de France’s share prices as of May 16, 2008. Merrill Lynch and Lazard Frères also analyzed the exchange ratio based on share prices, before market rumours in connection with the revised merger terms started affecting Suez’ and Gaz de France’s market valuations, i.e. before August, 28, 2007.

Analysis as of May 16, 2008 The exchange ratio is analysed on the basis of the share prices as of May 16, 2008 (closing price included) and average volume weighted share prices (closing prices included) over 1 month, 3 month and 6 month periods and since the announcement on September 3, 2007. Adjusted Suez’ value per share is based on Suez’ value per share minus 65% of Suez Environment’s value per share. Suez Environment’s per share valuation is based on comparable companies’ trading multiples (see “Trading multiples of comparable listed companies” below) divided by the number of outstanding Suez common shares. The implied exchange ratios as of May 16, 2008 are summarized in the table below: Implied exchange ratio range Spot ...... 0.91x – 0.94x 1 month Average ...... 0.90x – 0.93x 3 months Average ...... 0.90x – 0.94x 6 months Average ...... 0.93x – 0.97x Since announcement ...... 0.94x – 0.97x Source: Market data; Note: average share price weighted by daily traded volumes Based on share prices as of May 16, 2008, the exchange ratio ranges between 0.90x and 0.97x.

288 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Analysis as of August 28, 2007 The share price analysis is based on share prices before the rumours of the revised merger terms started affecting Suez’ and Gaz de France’s market valuations, i.e. before August 28, 2007 (closing price included). The methodology is the same as above and Suez Environment’s valuation as of August 28, 2007 is based on comparable companies’ trading multiples as of August 28, 2007 (see “Trading multiples of comparable listed companies” below). The implied exchange ratios as of August 28, 2007 are summarised in the table below: Implied exchange ratio range Spot ...... 0.92x – 0.96x 1 month Average ...... 0.92x – 0.96x 3 months Average ...... 0.93x – 0.97x 6 months Average ...... 0.94x – 0.97x Source: Market data; Note: average share price weighted by the daily traded volumes Based on the share price analysis as of August 28, 2007, the exchange ratio ranges between 0.92x and 0.97x.

Equity analysts’ target prices analysis Merrill Lynch and Lazard Frères reviewed the target prices published by a number of equity analysts on Suez and Gaz de France. Equity analysts’ target prices provide a relevant benchmark to assess the exchange ratio as a high number of equity analysts cover the two companies and publish recommendations and target prices. Target prices published after the announcement of the merger project are considered, and only analysts providing target prices for both Gaz de France and Suez as well as a valuation of Suez Environnement have been taken into account. The value of Adjusted Suez is calculated as the target price of Suez minus 65% of the valuation of Suez Environnement provided by the same equity analyst. The exchange ratio is calculated analyst by analyst. As of May 16, 2008, the implied exchange ratios are as follows: Exchange ratio range Min Max 0.91x 1.02x Source: Research reports, Bloomberg

Trading multiples of comparable listed companies analysis Merrill Lynch and Lazard Frères reviewed and compared certain financial information for Gaz de France, Suez and Suez Environnement to corresponding financial information, ratios and public market multiples of comparable publicly traded companies. The methodology consists of an analysis of the value per share of Gaz de France and Adjusted Suez based on trading multiples of comparable listed companies, which are considered to be similar to Gaz de France and Adjusted Suez in terms of (i) business profile, (ii) geographic footprint and (iii) size. Comparable companies trading multiples are applied to the projected financials provided by both companies. Trading multiples retained for the analysis are based on EBITDA, according to the new Group GDF Suez definition (operating profit before amortization, depreciation and provisions, before non-cash costs of employee share ownership plans, before concession renewal expenses and excluding share in net income (loss) of associates). Enterprise value to EBITDA multiples are usually favoured by the financial community to value companies in the industries in which Gaz de France, Suez and Suez Environnement operate. Enterprise value to sales multiples are not retained, as sales do not reflect differences in profitability between companies. Enterprise value to operating income multiples are also excluded because of significant discrepancies in depreciation and provision accounting policies between the various companies.

289 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Price to earning (P/E) multiples are very heterogeneous due to differences in depreciation and provision accounting policies as well as in capital structures. Valuation based on P/E is not commonly used by equity analysts in these sectors. P/E multiples are, as a consequence, not retained for the assessment of the exchange ratio. Trading multiples are calculated as follows: • Market capitalization based on the one month average share price as of May 16, 2008 and diluted number of shares using the treasury shares method; • Adjustments from enterprise value to equity value based of the latest published balance sheet information and market updates; and • Consensus of EBITDA forecast based on recent equity research reports.

Gaz de France Trading Multiples EV/EVITDA 2008 2009 Integrated Utilities/Suppliers/Infrastructure EDF...... 9.9x 9.2x E.ON...... 8.3x 6.9x RWE...... 6.5x 6.0x Centrica...... 5.4x 5.0x Gas Natural ...... 8.1x 7.5x Enagas...... 10.3x 9.3x SRG...... 8.7x 8.4x National Grid...... 8.0x 7.7x Average Integrated Utilities/Suppliers/Infrastructure ...... 8.1x 7.5x Exploration & Production Dana ...... 4.3x 5.2x Venture ...... 3.6x 3.1x Average E&P ...... 4.0x 4.1x Weighted Average...... 7.1x 6.7x

Listed comparable companies for Suez Adjusted Suez has been valued on the basis of two sets of listed comparables companies for Suez’ Energy and Environment businesses. Comparable companies for Suez’ Energy business are European integrated utilities present in electricity generation, transport and distribution networks and supply.

290 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 SUEZ Trading Multiples — Energy Activities EV/EVITDA 2008 2009 Integrated Utilities EDF...... 9.9x 9.2x Verbund...... 13.2x 12.0x EDP...... 9.7x 8.9x E.ON ...... 8.3x 6.9x RWE...... 6.5x 6.0x SSE...... 9.3x 8.5x Iberdrola ...... 10.0x 9.1x Fortum...... 12.3x 10.7x Average Integrated Utilities ...... 9.9x 8.9x The valuation of Suez Environnement is based on Veolia Environnement’s trading multiple as Veolia Environ- nement is considered the closest comparable to Suez Environnement. Veolia Environnement is the world co-leader in waste and water management alongside Suez Environnement and has the most comparable business profile with respect to size, geographical footprint, and business mix. Trading multiples of key European listed players in the waste and water industries (excluding companies under offer, subject to takeover attempts or to significant speculation) are presented below for illustrative purpose only. As shown in the table below the multiple of Veolia Environnement is within the range of those of other companies.

Suez Trading Multiples — Environment Division EV/EVITDA 2008 2009 Veolia Environnement ...... 8.1x 7.3x NWG...... 9.8x 9.5x Severn Trent ...... 8.6x 7.9x United Utilities ...... 8.0x 7.6x L&T...... 7.9x 7.0x Seche Envt ...... 7.5x 6.9x Shanks ...... 9.6x 9.0x Based on the trading multiple analysis the implied exchange ratio ranges between 0.85x and 1.03x.

Discounted cash flows analysis (DCF) Merrill Lynch and Lazard Frères assessed the exchange ratio resulting from the valuation of Gaz de France and Adjusted Suez by using the discounted cash flow analysis. The discounted cash flow analysis consists of an analysis of the enterprise value of an asset by discounting the estimated future cash flows of the asset. The method is applied to the 2007-2010 business plans provided by Gaz de France and Suez. The scope of projections has been limited to 2010 given the lower reliability of energy forward prices beyond a 3-year horizon and the implied high volatility of cash flows. This choice resulted in the total firm value being mainly derived from the terminal value, making the valuation highly dependent of assumptions made for the calculation of terminal value. The firm value is calculated as the future cash flows discounted at the weighted average cost of capital as of January 1, 2008. It includes the net present value of the cash flows for the years 2008 to 2010 as well as a terminal value based on discount of a perpetual normative cash flow. It should be noted that such DCF analysis is highly sensitive to the assumptions made with respect to the terminal value. Sensitivity analyses on the values of Gaz de France and Adjusted Suez were carried out on the cost of capital and the perpetual growth rate. On the basis of these analyses, the implied exchange ratio ranges between 0.86x to 1.05x.

291 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 It should be noted that the financial projections used in this analysis are subject to substantial uncertainty and, therefore, actual results may be substantially different.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Merrill Lynch and Lazard Frères believe that the summary set forth above and their analyses must be considered as a whole and that selecting portions thereof, without considering the analyses as a whole, could create an incomplete view of the processes underlying Merrill Lynch’s and Lazard Frères’ analyses and respective opinions. In arriving at their respective opinions, Merrill Lynch and Lazard Frères considered the results of all of their analyses and did not attribute any particular weight to any factor or analysis considered by them. Rather, Merrill Lynch and Lazard Frères made their determination as to fairness on the basis of their experience and professional judgment after considering the results of all of their analyses. No company or business used in the above analyses as a comparison is directly comparable to Gaz de France, Suez or Suez Environnement, nor is an evaluation of the results of those analyses entirely mathematical; rather, it involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the transactions, public trading or other values of the companies, business segments or transactions being analyzed.

Merrill Lynch and Lazard Frères prepared these analyses for purposes of Merrill Lynch and Lazard Frères’ providing their respective opinions to Gaz de France’s board of directors as to the fairness, from a financial point of view, of the exchange ratio to Gaz de France. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favourable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Gaz de France, Suez, Merrill Lynch, Lazard Frères or any other person assumes responsibility if future results are materially different from those forecast.

The exchange ratio was determined through arms’ length negotiations between Gaz de France and Suez and was approved by the Gaz de France board of directors. Merrill Lynch and Lazard Frères provided advice to Gaz de France during these negotiations. Neither Merrill Lynch nor Lazard Frères, however, recommended any specific exchange ratio to Gaz de France or the Gaz de France board of directors or that any specific exchange ratio constituted the only appropriate exchange ratio for the merger.

As described above, Merrill Lynch’s and Lazard Frères’ opinions to the Gaz de France board of directors were two of many factors taken into consideration by the Gaz de France board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Merrill Lynch and Lazard Frères in connection with their respective fairness opinions and is qualified in their entirety by reference to the written opinions of Merrill Lynch and Lazard Frères, attached as Annex F and Annex E, respectively, and incorporated herein by reference.

Merrill Lynch and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Merrill Lynch and its affiliates have acted as financial advisor to Gaz de France in connection with, and have participated in certain of the negotiations leading to, the transaction contemplated by the merger agreement. In addition, Merrill Lynch and its affiliates have provided certain investment banking services to Gaz de France from time to time, Merrill Lynch and its affiliates also may provide investment banking services to Gaz de France, Suez and their respective affiliates in the future. In connection with the above described investment banking services, Merrill Lynch and its affiliates have received, and may receive, compensation. Merrill Lynch is currently advising Gaz de France in connection with the implementation of the remedies agreed with the European Commission in Belgium (including the sale of its co- controlling stake in SPE and the sale of the Suez controlling stake in Distrigas). In addition, Merrill Lynch is currently advising Gaz de France in connection with matters unrelated to the merger with Suez.

Merrill Lynch is part of a financial services group which includes, among other businesses, equity and debt securities trading and commodities trading for both clients and as principal, securities offerings, fund management, financing services, research, principal investment activities and financial advisory services. In the ordinary course of these activities, Merrill Lynch and its affiliates may provide such services to Gaz de France, Suez and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of Gaz de France, Suez or their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

292 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 The Gaz de France board of directors selected Merrill Lynch as its financial advisor because it is an internationally recognized financial services group and, as a part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions. Pursuant to a letter agreement dated July 26, 2006 (and subsequently extended), Gaz de France engaged Merrill Lynch to act as its financial advisor in connection with the merger. Pursuant to the terms of this engagement letter, Gaz de France has already paid Merrill Lynch a fee of A5 million upon signing of the above-mentioned letter agreement. This letter agreement also provides for payment of an additional fee of A13 million upon consummation of the merger with Suez, potentially increased by an additional fee of A4 million as well as an additional optional fee of A3 million payable at the discretion of Gaz de France. In addition, Gaz de France has agreed to reimburse Merrill Lynch for some of its reasonable expenses, including attorneys’ fees and disbursements and value added, sales, turnover, consumption or similar tax of any jurisdiction (if any), and to indemnify Merrill Lynch and related persons against various liabilities, including certain liabilities under the federal securities laws. Lazard Frères and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Lazard Frères and its affiliates have acted as financial advisor to Gaz de France in connection with, and have participated in certain of the negotiations leading to, the transaction contemplated by the merger agreement. In addition, Lazard Frères and its affiliates have provided certain investment banking services to Gaz de France from time to time, Lazard Frères and its affiliates also may provide investment banking services to Gaz de France, Suez and their respective affiliates in the future. In connection with the above described investment banking services, Lazard Frères and its affiliates have received, and may receive, compensation. Lazard Frères is part of a financial services group engaged, through its affiliates, in activities which include, among other activities, securities trading, asset and investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Lazard Frères and its affiliates may provide such services to Gaz de France, Suez and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of Gaz de France, Suez or their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities. The Gaz de France board of directors selected Lazard Frères as its financial advisor because it is an internationally recognized investment banking firm and, as a part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions. Pursuant to a letter agreement dated September 20, 2006, as amended by a letter dated September 2, 2007, Gaz de France engaged Lazard Frères to act as its financial advisor in connection with the merger. Pursuant to the terms of this engagement letter, Gaz de France has already paid Lazard Frères a fee of A5 million and has agreed to pay a total additional fee of up to A14 million upon consummation of the merger with Suez, including a fee of A2 million payable at the discretion of Gaz de France. In addition, Gaz de France has agreed to reimburse Lazard Frères for some of its reasonable expenses and disbursements and value added, sales, turnover, consumption or similar tax of any jurisdiction (if any), and to indemnify Lazard Frères and related persons against various liabilities, including certain liabilities under the federal securities laws.

293 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 12 Gaz de France first quarter 2008 sales figures « During the first quarter of 2008, Gaz de France Group achieved sales of B10,376 million, an increase of 15% compared to the first quarter of 2007. The climate context was markedly less unfavourable than during the 1st quarter 2007. Under average climate conditions, the sales rose by 10%. Similarly, market conditions have been buoyant. The regulated tariffs for public distribution of natural gas in France increased by on average B0,173 c/kWh as of 1st January 2008. Internationally, Group sales reached B3,966 million, up by 19% compared to the first quarter 2007. This represents 38% of Gaz de France’s sales against 37% for the same period in 2007. In the first quarter, Gaz de France continued its development with most notably the acquisition of the Europe’s largest combined-cycle gas turbine plant in Teesside, Great Britain, which it carried out jointly with Suez. Gaz de France confirms its financial objective[1] for 2008, namely an EBITDA of B6.1 billion, in line with the objective set for the period 2005-2008 of an average annual increase of 10%. This objective assumes that the sales tariffs for natural gas in France fully reflect the corresponding supply costs. It is also on the understanding of an average climate for 2008 and excludes any significant change in oil products prices. Quartely sales per segment Million euros Q1 2008 Q1 2007 Change% restated[2] Energy supply & Services Exploration — Production ...... 622 407 + 53% Energy Purchase & Sales ...... 7,972 6,949 + 15% Services ...... 530 530 + 0% Infrastructures Transmission & Storage ...... 632 576 + 9.7% Distribution France ...... 1,047 1,006 + 4.1% Transmission Distribution International ...... 1,799 1,657 + 8.6% Others & unallocated ...... -2,226 -2,072 GROUP TOTAL ...... 10,376 9,053 + 15% Under average climate conditions ...... +10% Analysis of the sales figures at end March 2008

Energy supply & Services Exploration-Production: substantial increase in sales owing to increased production and a favourable pricing environment Sales for the Exploration-Production segment rose to B622 million against B407 million for the same period in 2007, an increase of 53% (45% on a like-for-like basis[3]). This development arises from increased production of hydrocarbons begun at the end of 2007 with the commissioning of new fields in Norway (mainly Snovhit), in the United Kingdom and the Netherlands. Accordingly, the total production of hydrocarbons is up by 26% (24% on a like-for-like basis) to 13.2 Mboe over the first quarter 2008 against 10.5 Mboe over the same period in 2007. This change also benefits from a favourable pricing environment in business activity: • the average price of Brent in B/bl is up by 46% compared to the first quarter of 2007 • the average price of natural gas in B/MWh on the NBP (United Kingdom) has doubled over the same period. In terms of exploration, 5 new wells have been drilled during the first quarter of 2008, 3 of which have been successful. As announced, Group consolidated production for 2008 should be close to 50 Mboe.

294 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Energy Purchase & Sales: an increase of 15% in sales to B7,972 million The business activity of the Energy Purchase & Sales segment was in line, over the first quarter 2008, with an environment characterised by: • less unfavourable climate conditions than in the first quarter of 2007 (-6.6 TWh in the 1st quarter 2008 against -14 TWh in the 1st quarter 2007); • the B0,173 c/kWh average increase in the regulated sales tariffs to natural gas as off 1st January 2008; • market conditions enabling profit to be drawn from the supply portfolio. Sales for the Energy Purchase & Sales segment are B7,972 million against B6,949 million, up by 15% (10% under average climate conditions). • Natural gas sales The sales of gas from the Energy Purchase & Sales segment stand at 224 TWh, an increase of 16 TWh compared to the 1st quarter 2007. They are up by 9 TWh under average climate conditions. Sales to individual customers in France represented 58 TWh against 52 TWh in the first quarter of 2007. They are stable under average climate conditions and excluding the impact of the leap-year. Since 1st July 2007, 257,000 customers have subscribed to the gas market offers of the Group with an acceleration during the 1st quarter 2008 when 180,000 new contracts were signed. Sales to business customers and major accounts in France reached 95 TWh at the end of March 2008, an increase of 2 TWh compared to the 1st quarter 2007. Excluding climate effect, these sales are down by 1 TWh compared to 2007 mainly on business customers. This decrease is more than compensated for by the pursuit of commercial development outside France. In Europe, sales are up by 4 TWh to 37 TWh [4]. Short-term sales and other sales (including LNG) increased by 5 TWh to reach 35 TWh. • Electricity sales Sales of electricity for the segment reached 5.8 TWh over the 1st quarter 2008, up by 1.4 TWh compared to 2007. Since 1st July 2007, the Group has won over around 150,000 new individual electricity customers with more than 100,000 new contracts signed during the 1st quarter 2008. The development of the Group during the 1st quarter 2008 in terms of electricity production continued with: • the acquisition of the Teesside power station in Great Britain (total installed capacity of 1,875 MW) • the acquisition of the wind farm company Nass & Wind Technologie with 34 MW of installed capacity and a portfolio of projects of 1,500 MW.

Services: sales up by 6% on a like-for-like basis Sales in the Services segment rose to B530 million at the end of March 2008, stable compared to the 1st quarter 2007. On a like-for-like basis, segment sales are up by 6%. This evolution can be explained by the dynamism of the business activity in France, the United Kingdom and the Benelux countries. At the end of the 1st quarter 2008, Gaz de France entered into exclusive negotiations with the Italian company A2A for the disposal of the Cofathec Coriance group.

Infrastructures Transmission-Storage: 9.7% increase in revenue The turnover of the Transmission-Storage segment is B632 million for the 1st quarter of 2008 versus B576 million for the same period in 2007, representing an increase of 9.7%. This increase results from the increase in subscriptions, the evolution of storage prices and the success of storage capacity auction sales.

295 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Sales have continued to develop for these activities with the following: • the sale of transport capacities for the link between the North and South of France, effective from the beginning of 2009, which will contribute to the reduction in the number of balancing zones • the integrated sale of transport capacities between the Southern GRTgaz zone and the TIGF zone, for the period beginning the 1st April 2009; • storage capacity auction for a total of 7 TWh versus 5.7 TWh in 2007 (including capacities which can be returned); • update on the third party storage access offer with a price increase of 2.8% as of 1st April 2008. Finally, following an accident in February 2008 at the worksite of the Fos Cavaou terminal, the operational start-up of the new terminal is expected in the first half of 2009. Distribution: an activity level which is affected by the return to better climatic conditions The turnover of the Distribution France segment amounts to B1,047 million for the first quarter of 2008 versus B1,006 million for the same period in 2007. This 4.1% increase is essentially a result of the return to better climatic conditions. There is a growth in the volume of gas shipping of 8.7 TWh, 7.5 TWh of which is due to the climate, the rest is mainly associated with the fact that it is a leap year. In the first quarter, the French Energy Regulatory Commission (Commission de Régulation de l’Energie, or CRE) proposed a new distribution tariff (ATRD 3). This new tariff should be in force from the 1st July 2008. CRE proposal includes a tariff increase of +5.6% on the 1st July 2008, as well as a mechanism for taking volume risks and energy prices into account, productivity and service quality incentives. Regulated asset base remuneration rate should decrease from 7.25% to 6.75% (pre-tax real rate). This new tariff will be valid over a 4-year period.

Transmission Distribution International: continuing the increase in sales The turnover of the Transmission Distribution International segment is at B1,799 million for the first quarter of 2008, which is an increase of 8.6% in relation to the same period in 2007 (B1,657 million). This evolution is affected by the depreciation of the pound sterling, as well as changes in accounting methods: global integration of commercialisation activities in Italy since the 1st October 2007 (equity method for the 1st quarter 2007) and in the opposite, equity method for Gasag as of 1st quarter 2008 and for SPE, since end 2007 (proportional integration in the past). Outside of these two effects, there is a 7.8% increase in turnover due to the following: • the increase in the price of gas on the British market; • price increases over the period, notably in Romania and Hungary; • a colder climate than in the first quarter of 2007 (-2 TWh in the 1st quarter 2008 versus — 4 TWh in the 1st quarter 2007). »

296 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 Appendix 13 Table of cross-reference with the information contained in Appendix III to European Regulation 809/2004 of April 29, 2004. This cross reference table lists the headings set out in Appendix III to (EC) Regulation number 809/2004 of the European Commission of April 29, 2004, and matches these headings with the corresponding numbers of the Section(s) and page(s) on which information related to these headings is mentioned in this document. N™ Names of the headings appearing in the Regulation Paragraph(s) 1 PERSONS RESPONSIBLE List all the persons responsible for the information contained in the 1.1.1 and 1.2.1 prospectus and, as the case may be, of certain parts thereof — in which case these parts must be indicated. When the persons responsible are individuals, including members of the corporate, management or monitoring bodies of the issuer, indicate their name and position; when these are legal entities, indicate their corporate name and corporate headquarters. Provide a list of persons responsible for the prospectus, attesting to the 1.1.2 and 1.2.2 fact that, after having taken all the reasonable steps to this effect, the information contained in the prospectus is, to the best of their knowledge, a reflection of reality and does not contain any omissions that might alter its scope. If applicable, provide a list of persons responsible for certain parts of the prospectus, attesting to the fact that, after having taken all the reasonable steps to this effect, the information contained in the part of the prospectus for which they are responsible reflects, to the best of their knowledge, reality and does not contain any omissions that might alter its scope. RISK FACTORS In a section entitled “risk factors,” highlight the risk factors that have 3.1 a considerable impact on the securities offered and/or listed, for the purposes of assessing the market risk related to such securities. BASIC INFORMATION Statement on the net working capital Provide a statement of the issuer attesting to the fact that, from its 3.2.3 point of view, its net working capital is sufficient with respect to its current obligations, or, if such is not the case, explaining how it plans to provide the additional funds needed. Equity and debt Provide a statement on the level of equity and debt (which should 3.2.5 make a distinction between secured and unsecured debt, and guaranteed and non-guaranteed debt) on a date that is not more than ninety days prior to the date when the document is prepared. Debt also includes indirect and potential debt. Interest of individuals and legal entities participating in the issue/offer Describe any interest, including conflicting interests that could have a 3.2.6 considerable impact on the issue/offer, by identifying each person concerned and indicating the nature of their interest. Reasons for the offer and use of the proceeds Mention the reasons for the offer and, if applicable, the net estimated Not applicable amount of the proceeds, broken down according to the main uses that are expected, in decreasing order of priority. If the issuer is aware that the estimated proceeds will not be sufficient for financing all the uses considered, then indicate the amount and the source of the additional funds needed. Detailed information on the use of the proceeds has to be provided, particularly when such proceeds are used for buying assets, other than in the regular course of business, to finance the announced acquisition of other companies, or to repay, reduce or buy back debt.

297 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 N™ Names of the headings appearing in the Regulation Paragraph(s) INFORMATION ON THE SECURITIES TO BE OFFERED/LISTED Describe the type and category of securities offered and/or listed and 2.2.5(c) give the ISIN code (international securities identification number) or any other identification code. State the law pursuant to which the securities have been created. 2.2.5(d) Indicate if the securities were issued as registered or bearer shares, as 2.2.5(e) physical or dematerialized securities. In the latter case, provide the name and address of the entity in charge of making the necessary entries. Indicate the currency in which the issue will be made. 2.2.5(f) Describe the rights attached to the securities, including any applicable 2.2.5(g) restrictions, and the methods by which such rights can be exercised; — right to dividends: 2.2.5(g) — date(s) on which the right becomes effective, 2.2.5(g) — period of limitation and identification of the person to whose 2.2.5(g) benefit this limitation operates, — restrictions on dividends and procedures applicable to non- 2.2.5(g) resident owners of securities, — dividend calculation rate or method, frequency and whether or 2.2.5(g) not the payment is an aggregate payment, — voting right, 2.2.5(g) — preferential right to subscribe to securities of the same category, 2.2.5(g) — profit sharing with the issuer, 2.2.5(g) — right to participate in any surplus in case of liquidation, 2.2.5(g) — buy-back clauses, 2.2.5(g) — conversion clauses. 2.2.5(g) In case of a new issue, provide a statement containing the resolutions, 2.2.5(g) authorizations and approvals based pursuant to which the securities were or will be created and/or issued. In case of a new issue, indicate the date planned for this issue. 2.2.5(g) Describe any restriction imposed on the free trading of the securities. 2.2.5(g) Indicate the existence of any rules related to mandatory tender offers 2.2.5(g) to purchase as well as to the mandatory withdrawal and squeeze-out to the securities. Indicate the public tender offers launched by third parties with respect 2.2.5(g) to the issuer’s capital, during the last and current fiscal years. The price or exchange terms and the result of these offers must also be indicated. For the country where the issuer has its corporate headquarters or the country(ies) where the offer is made or listing is sought: provide information about any withholding tax applicable to the 2.2.2 and 2.2.3 income from securities, indicate if the issuer might cover the withholding tax. 2.2.2 and 2.2.3 TERMS OF THE OFFER Terms and statistics of the offer, estimated schedule and subscription application methods. State the conditions to which the offer is subject. Not applicable Indicate the total amount of the issue/offer, by distinguishing between Not applicable the amounts of securities offered for sale and those offered for subscription. If the amount is not established, describe the methods and the term for announcing the final amount to the public. Indicate the term, by mentioning any possible modification, during Not applicable which the offer will be open and describe the subscription procedure.

298 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 N™ Names of the headings appearing in the Regulation Paragraph(s) Indicate when and under what circumstances the offer can be revoked Not applicable or cancelled, and whether this revocation can occur after the start of trading. Describe any possibility of reducing the subscription and the method Not applicable by which surplus amounts paid by subscribers will be reimbursed. Indicate the minimum and/or maximum amount of a subscription Not applicable (expressed either as a number of securities, or as a global amount to be invested). Indicate the term during which a subscription application can be Not applicable withdrawn, provided that investors are authorized to withdraw their subscriptions. Describe the method and indicate the cut-off dates for the settlement Not applicable and delivery of securities. Provide a full description of the publication methods of the offer Not applicable results and indicate the date of such publication. Describe the procedure for exercising any preferential subscription Not applicable right, whether such subscription rights can be traded and the treatment reserved for unexercised subscription rights. Securities distribution and allocation plan State the various categories of potential investors to which the Not applicable securities are offered. If the offer is made simultaneously on the markets of several countries, and if a tranche was or is reserved for some of them, identify such tranche. To the extent that this information is known to the issuer, indicate if Not applicable its main shareholders or the members of its corporate, management or monitoring bodies intend to subscribe to the offer, or if any of them intends to subscribe more than 5%. Pre-allocation information Indicate the way the offer is divided into tranches: tranches reserved for Not applicable institutional investors, small investors and employees of the issuer, respectively, and any other tranche. Indicate the terms under which the buy-back right can be exercised, the Not applicable maximum size of such buy-back and any minimum percentage applicable to the various tranches. Indicate the method of allocation or the methods applicable to the small Not applicable investor tranche and to the issuer employee tranche, in case these tranches are over-subscribed. Describe any pre-established preferred treatment that has to be granted, Not applicable during the allocation, to certain categories of investors or to certain groups (including programs concerning friends or family members), as well as the offer percentage reserved for this purpose, and the inclusion criteria into such categories or groups. Indicate if the treatment reserved for subscriptions or to subscription Not applicable applications during the allocation can depend on the company by or through which they are made. Depending on the case, indicate the minimum target amount of each Not applicable allocation in the small investor tranche. Indicate the offer closing terms and the earliest date on which the offer can Not applicable be closed. Indicate if multiple subscriptions are accepted or not, and if they are not, Not applicable what treatment will be reserved for them. Describe the procedure by which subscribers will be notified of the Not applicable amount allocated to them and indicate if trading can start before this notification.

299 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 N™ Names of the headings appearing in the Regulation Paragraph(s) Over-allotment and extension: (a) Mention the existence, as the case may be, and the size of any Not applicable over-allotment and extension mechanism. (b) Indicate the lifespan of the over-allotment and/or extension Not applicable mechanism. (c) Indicate any condition that governs the use of the over-allotment Not applicable or extension mechanism. Establishing the price Indicate the offer price of the securities. If the price is not known or if Not applicable there is no established and/or liquid market for the securities, indicate the method whereby the offer price will be established, by indicating who defined its criteria or is officially responsible for it. Indicate the amount of any fee and tax specifically charged to the subscriber or the buyer. Describe the offer price publication procedure. Not applicable If the issuer’s shareholders have a pre-emptive subscription right and if Not applicable this right is restricted or cancelled, indicate on what basis the issue price is established if the shares must be paid for in cash as well as the reasons for such restriction or cancellation and the beneficiaries thereof. When there is or there might be a significant discrepancy between the Not applicable offer price for the public and the cost actually incurred in cash by the members of the corporate, management or control bodies, or the members of executive management or their affiliates, for the securities purchased by them in the course of the transactions conducted during the past fiscal year, or that they are entitled to purchase, include a comparison between the consideration requested from the public as part of the public offer, and the consideration actually paid in cash by these persons. Placement and underwriting Give the name and address of the coordinator(s) of the entire offer and Not applicable of its various portions and, to the extent that such information is known to the issuer or the offeror, information on traders concerned, located in the various countries where the offer is being made. Give the name and address of the intermediaries in charge of financial Not applicable services and those of depositaries in each country concerned. Give the name and address of the entities that have agreed to firm Not applicable commitment and those that have agreed to trade securities without a firm commitment or based on an agreement to trade on another person’s behalf. Indicate the main characteristics of agreements signed, including the percentages. If the firm commitment does not cover the entire issue, indicate the percentage that is not covered. Indicate the global amount of the trading commission and of the underwriting commission (for the firm commitment). Indicate when the underwriting commitment was or will be Not applicable implemented. LISTING AND TRADING METHODS Indicate if the securities offered are or will be subject to a stock 2.2.5(c) exchange registration application, so that they can be distributed on a regulated market or on equivalent markets, and such markets will then have to be specified. These circumstances must be stated without giving the impression that the listing will automatically be approved. The earliest dates on which the securities will be listed should be indicated, If known. Mention all the regulated markets or all the equivalent markets on 2.2.5(c) which securities of the same category as those that will be offered or listed are already traded, to the issuer’s knowledge.

300 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 N™ Names of the headings appearing in the Regulation Paragraph(s) If, at the same time or almost at the same time with the creation of Not applicable securities for which an application for registration on a regulated marked is submitted, securities of the same category are subscribed or privately traded, or if other categories of securities are created for public or private trading, indicate the type of transaction and the number and characteristics of the securities involved. Provide detailed information on the entities that made the firm Not applicable commitment to act as intermediaries on secondary markets and guarantee the liquidity thereof, by becoming buyers or sellers; describe the main terms of their commitment. Stabilization: when an issuer or a shareholder who wants to sell has Not applicable granted an over-allocation option, or when it is otherwise proposed to possibly engage in price stabilization actions in connection with an offer: Mention the fact that the stabilization could be initiated, that there is Not applicable no assurance that it will actually be initiated and that it can be stopped at any time; Indicate the start and end of the period during which the stabilization Not applicable can take place; Provide the identity of the person responsible for the stabilization in Not applicable each country concerned, provided that this information is known at the time of the publication; Mention the fact that stabilization activities can result in establishing a Not applicable higher market price than the one that will otherwise prevail. OWNERS OF SECURITIES WISHING TO SELL THEM Give the name and business address of any individual or legal entity Not applicable that is offering to sell its securities; indicate any type of position or other important relationship whereby potential buyers were connected to the issuer or any of its predecessors, or affiliated with it during the past three years. Indicate the number and category of securities offered by each of the Not applicable owners who wants to sell. Lock-in agreement: Not applicable — identify the parties concerned; Not applicable — describe the content of the agreement and the exceptions it Not applicable contains; — indicate the term of the lock-in agreement. Not applicable EXPENSES RELATED TO THE ISSUE/OFFER Indicate the total net amount of the proceeds of the issue/offer and 3.3 provide an estimate of the total expenses related to the issue/offer. DILUTION Indicate the amount and the percentage of dilution immediately 3.4 resulting from the offer. In case of a subscription offer made to existing shareholders, indicate Not applicable the amount and the percentage of dilution immediately resulting from their refusal to subscribe, if any. ADDITIONAL INFORMATION If the advisors who are connected to the offer are mentioned in the Not applicable memorandum related to securities, include a statement concerning the capacity in which they acted. State what other information contained in the memorandum related to 3.2.5, 4.2, 5.2 securities was verified or examined by legal auditors and when they have prepared a report. Present that report or, with the authorization of the competent authority, provide a summary thereof.

301 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400 N™ Names of the headings appearing in the Regulation Paragraph(s) When a statement or a report attributed to a person acting as expert is Appendices 1 to 11 included in the memorandum related to securities, indicate the name of such person, business address, qualifications and, as the case may be, any significant interest that such person has in the issuer. If this statement or report was prepared at the issuer’s request, attach a statement to the effect that such document was included and the form and context in which it was included, with a note as to the consent of the person who endorsed the content of this part of the memorandum related to securities. When the information comes from a third party, provide an attestation Not applicable confirming that such information was accurately reproduced and that, to the issuer’s knowledge and to the extent to which it can provide assurance based on the data published by such third party, no fact was omitted that would make the information reproduced inaccurate or misleading. In addition, identify the source(s) of information.

302 WorldReginfo - f66ddaba-840f-4b2d-90b0-7a54c3ba8400