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GDF SUEZ 2008 Base Prospectus

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GDF SUEZ 2008 Base Prospectus Base Prospectus dated 7 October 2008 GDF SUEZ (incorporated with limited liability in the Republic of France) as Issuer and as Guarantor in respect of Notes issued by Electrabel ELECTRABEL (incorporated with limited liability in the Kingdom of Belgium) as Issuer €10,000,000,000 Euro Medium Term Note Programme On 6 March 2001 Suez and Suez Finance established a €2,000,000,000 Euro Medium Term Note Programme (the “Programme”) and issued an Offering Circular on that date describing the Programme. The Programme was last updated in 2007 with the publication of a base prospectus dated 9 August 2007. This Base Prospectus supersedes and replaces any Offering Circular or Base Prospectus with respect to the Programme issued prior to the date hereof. Any Notes (as described below) issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect Notes issued prior to the date of this Base Prospectus. Under the Programme, GDF SUEZ (“GDF SUEZ”, in its capacity as guarantor of Notes (as defined below) issued by Electrabel, the “Guarantor” or, in its capacity as issuer, an “Issuer”) and Electrabel (“Electrabel” or in its capacity as issuer, an “Issuer” and, together with GDF SUEZ, the “Issuers”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed €10,000,000,000 (or the equivalent in other currencies). Subject to compliance with all relevant laws, regulations and directives, Notes issued by GDF SUEZ may be issued in euro, U.S. dollars, Japanese yen, Swiss francs, Sterling and in any other currency agreed between GDF SUEZ and the relevant Dealers and Notes issued by Electrabel may be issued in euro, U.S. dollars, Japanese yen, Swiss francs, Sterling and in any other currency of a Member State of the OECD agreed between Electrabel and the relevant Dealers. Notes issued by Electrabel will be unconditionally and irrevocably guaranteed by GDF SUEZ. This Base Prospectus constitutes two base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the “Prospectus Directive”) in respect of, and for the purposes of giving information with regard to, GDF SUEZ and its fully consolidated subsidiaries taken as a whole (the “Group”), and Electrabel which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of GDF SUEZ and Electrabel. Application has been made for approval of this Base Prospectus to the Commission de Surveillance du Secteur Financier in Luxembourg in its capacity as competent authority under the “Loi relative aux prospectus pour valeurs mobilières” dated 10 July 2005. During a period of twelve months from the date of publication of this Base Prospectus, application may be made (i) to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market (as defined below) of the Luxembourg Stock Exchange and/or (ii) to the competent authority of another Member State of the European Economic Area for Notes issued under the Programme to be listed and admitted to trading on a Regulated Market in such Member State. However, Notes may be issued under the Programme that are listed on other stock exchanges (whether on a Regulated Market or not) or are not listed. The relevant final terms (the “Final Terms”) (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading and, if so, the relevant stock exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (a “Regulated Market”). Notes will be in such denomination(s) as may be specified in the relevant Final Terms, save that the minimum denomination of each Note will be (i) if issued by GDF SUEZ, €1,000, or (ii) if issued by Electrabel, €50,000 and in each case, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the issue date, or such higher amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant specified currency. Notes may be issued either in dematerialised form (the “Dematerialised Notes”) or, in the case of the GDF SUEZ only, in materialised form (the “Materialised Notes”) as more fully described herein. Electrabel may only issue Dematerialised Notes (the “Electrabel Dematerialised Notes”). Dematerialised Notes (other than Electrabel Dematerialised Notes) will at all times be in book entry form in compliance with Article L.211-4 of the French Code monétaire et financier. Electrabel Dematerialised Notes will at all times be in book entry form in compliance with Article 468 of the Belgian Code des Sociétés (the “Companies Code”). No physical documents of title will be issued in respect of the Dematerialised Notes. Materialised Notes will be in bearer form only and may only be issued outside France and the United States. Materialised Notes may not be physically delivered in Belgium other than to a clearing system, a depository or another similar institution for the purpose of their immobilisation. A temporary global certificate in bearer form without interest coupons attached (a “Temporary Global Certificate”) will initially be issued in connection with Materialised Notes. No interest will be payable on the Temporary Global Certificate. Such Temporary Global Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th day after the issue date of the Notes upon certification as to non U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined below) intended to be cleared through Euroclear Bank S.A./N.V (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the relevant Issuer and the relevant Dealer (as defined below). The Electrabel Dematerialised Notes will be cleared through the clearing system operated by the National Bank of Belgium (“NBB”) or any successor thereto (the “X/N Clearing System”). The Programme has been rated Aa3 by Moody’s Investors Service Ltd (“Moody’s”) and A by Standard and Poor’s Ratings Services (“S&P”). GDF SUEZ is currently rated Aa3/P-1 by Moody’s with stable outlook and A/A-1- by S&P with positive outlook. Electrabel is currently rated A2/P-1 by Moody’s with stable outlook. Notes issued pursuant to the Programme may be unrated or rated differently from the current ratings of GDF SUEZ, Electrabel and the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. The final terms of the Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms. Arranger Deutsche Bank Dealers Barclays Capital BNP PARIBAS CALYON Crédit Agricole CIB Citi Deutsche Bank Fortis Bank HSBC Merrill Lynch International Morgan Stanley Natixis Société Générale Corporate & Investment Banking The Royal Bank of Scotland This Base Prospectus should be read and construed in conjunction with any supplement hereto and with any other documents incorporated by reference (see “Documents Incorporated by Reference”) and, each of which shall be incorporated in, and form part of this Base Prospectus in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Final Terms, the Base Prospectus and the Final Terms being together, the “Prospectus”. No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuers or the Guarantor, as the case may be, or any of the Dealers or the Arranger (each as defined in “General Description of the Programme”). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no adverse change in the affairs of any of the Issuers or the Guarantor, as the case may be, or those of the Group since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change in the financial position of any of the Issuers or the Guarantor, as the case may be, or that of the Group since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
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