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Gaz De France 2005 Reference Document Gaz de France / REGISTRATION DOCUMENT 2005 / REGISTRATION DOCUMENT 2005 This document is an informal English translation of the document de référence registered with the French Autorité des marchés financiers under No. R. 06-050 on May 5, 2006. In case of any discrepancy between this document and the document de référence, the document de référence will govern. This document is not an offer to sell or the solicitation of an offer to purchase shares of Gaz de France, and it is not to be used for any offer or sale or any such solicitation anywhere in the world. Shares of Gaz de France may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Gaz de France does not intend to register any portion of any offering in the United States or to conduct a public offering of shares in the United States. In application of Articles 211-1 to 211-42 of its General Regulation, the Autorité des marchés financiers has registered this document de référence on May 5, 2006, under reference No.R.06-050. It may only be used as the basis for a securities offering if it is completed with a note d’opération filed with the Autorité des marchés financiers. The issuer approved this document de référence and takes responsibility for it through its signatories. This registration, completed following examination of the pertinence and coherency of the information provided on the company’s financial situation, does not mean that there has been any authentification of the financial or accounting information presented. Gaz de France – Registration document 2005 1 Table of contents 1 PERSON RESPONSIBLE P.5 9 MANAGEMENT’S DISCUSSION AND 1.1. Person responsible for the document ANALYSIS OF FINANCIAL CONDITION de référence p.5 AND RESULTS OF OPERATIONS P.97 1.2. Certification of the person responsible Detailed table of contents p.97 for the document de référence p.5 9.1. General presentation p.97 9.2. Comparison of years ended December 31, 2 PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS P.6 2003 and 2004 under CRC standards p.103 9.3. Comparison of years ended December 31, 2.1. Statutory Auditors p.6 2004 and 2005 p.103 2.2. Removal or departure of the Statutory Auditors p.6 9.4. Commitments of the Group p.111 9.5. ROCE and ROE p.113 3 SELECTED FINANCIAL INFORMATION P.7 3.1. 2004 and 2005 IFRS financial information p.7 LIQUIDITY AND CAPITAL RESOURCES P.115 3.2. 2003 and 2004 under CRC standards p.10 10 10.1. Liquidity p.115 3.3. Interim financial information p.12 10.2. Financial structure p.115 RISK FACTORS P.15 10.3. Quantitative and qualitative disclosures 4 about market risk p.118 4.1. Main risks p.15 4.2. Risk management p.20 11 RESEARCH AND DEVELOPMENT, INTELLECTUAL PROPERTY P.125 INFORMATION ABOUT THE ISSUER P.23 5 11.1. Research and Development p.125 5.1. History and development of the Company p.23 11.2. Intellectual property p.126 5.2. Investments p.24 12 TREND INFORMATION P.129 6 BUSINESS OVERVIEW P.27 Detailed table of contents p.27 13 PROFIT FORECASTS OR ESTIMATES P.135 6.1. Principal activities p.27 13.1. Profit forecasts or estimates for the group p.135 6.2. Principal markets p.85 13.2. Report of the statutory auditors on 6.3. Important events p.86 forward-looking statements p.136 6.4. Degree of dependence p.86 ADMINISTRATIVE, MANAGEMENT AND 6.5. Factors relating to its competitive position p.86 14 SUPERVISORY BODIES AND SENIOR MANAGEMENT P.137 7 ORGANISATIONAL CHART P.91 14.1. Composition of Administrative 8 PROPERTY, PLANT AND EQUIPMENT P.95 and Management Bodies p.137 8.1. Property p.95 14.2. Conflicts of interest of the Administrative 8.2. Environmental issues related to the holding Bodies and Senior Management p.148 of real estate by the Company p.95 15 COMPENSATION AND BENEFITS P.149 15.1. Interest and compensation for the Board of Directors, the Chairman and Chief Executive Officer and the Chief Operating Officers p.149 15.2. Total amount set aside for the payment of pensions, retirement benefits and other benefits p.150 2 Gaz de France – Registration document 2005 16 BOARD PRACTICES P.151 21 ADDITIONAL INFORMATION P.345 16.1. Terms of the members of the Administrative Detailed table of contents p.345 Bodies p.151 21.1. General information concerning the share 16.2. Information concerning the service contracts capital of the Company p.345 between the members of the Board of Directors 21.2. Incorporating documents and by-laws p.353 and Senior Management and the Company or its affiliates p.151 22 MATERIAL CONTRACTS P.357 16.3. Activities of the Board of Directors p.151 16.4. Director code of behavior 23 INFORMATION FROM THIRD PARTIES (charte de l’administrateur) p.152 EXPERTS STATEMENTS AND 16.5. Committees of the Board of Directors p.153 STATEMENTS OF INTEREST P.359 16.6. Limitations on the powers of Senior 23.1. Statements or reports p.359 Management p.156 23.2. Information from third parties p.359 16.7. Internal control report p.157 16.8. Statement concerning Corporate Governance p.157 24 DOCUMENTS ON DISPLAY P.359 INFORMATION ON HOLDINGS P.359 17 EMPLOYEES P.159 25 17.1. Human Resources – Employees p.159 A APPENDIX A P.361 17.2. Equity interests and stock options of Directors Table of measurement units for natural gas and Chief Operating Officers p.161 and other energy products 17.3. Profit-sharing, participation and employee share ownership p.162 B APPENDIX B P.362 17.4. Organization of the Group’s labor p.163 Glossary PRINCIPAL SHAREHOLDERS P.171 18 C APPENDIX C P.365 18.1. Principal shareholders p.171 Report of the Chairman of the Board of Directors 18.2. Voting rights p.171 on internal control procedures 18.3. Statement concerning the majority shareholder control of the Company p.171 D APPENDIX D P.375 18.4. Agreement relating to the oversight of Statutory Auditors’ report on the report of the Chairman of the Company p.171 the Board of Directors on internal control procedures APPENDIX E P.376 19 RELATED PARTY TRANSACTIONS P.173 E Fees paid by the Company to the independent 20 FINANCIAL INFORMATION CONCERNING statutory auditors ISSUER’S ASSETS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS P.177 Detailed table of contents p.177 20.1. Historical financial information p.178 20.2. Dividend policy p.342 20.3. Legal proceedings and arbitration p.343 20.4. Absence of significant change in the commercial or financial situation p.344 Gaz de France – Registration document 2005 3 Note In this registration document (“document de référence”), the terms “Gaz de France”, the “Company” or the “Issuer” mean the company Gaz de France as identified in paragraph 5.1 – “History and Development of the Company.” The term “Group” means Gaz de France and its subsidiaries, for which a simplified organisational chart appears in chapter 7 – “Organisational Chart.” A table of measurement units for natural gas and other energy products, as well as a glossary of the most commonly used technical terms is located in Appendix A and Appendix B of this document de référence. The Group’s consolidated financial statements, established in accordance with French accounting standards for the year ended December 31, 2004, appears on pages 217-263 of the Company’s Document de Base, registered with the Autorité des marchés financiers on April 1, 2005 under reference No. I. 05-037 (the “Document de Base”). They are incorporated by reference into this document de référence. The Statutory Auditors’ report on the Group’s consolidated financial statements for the year ended December 31, 2004 appears on pages 263-265 of the Document de Base. It is incorporated by reference into this document. 4 Gaz de France – Registration document 2005 1 PERSON RESPONSIBLE 1.1. Person responsible for the document de référence Jean-François Cirelli, Chairman and Chief Executive Officer. 1.2. Certification of the person responsible for the document de référence To the best of my knowledge all the information in this document de − the absence of reliable measurement of the obligation relating to référence is true and accurate and does not omit any information which the medical insurance plan at December 31, 2004 and the financial could make it misleading. and accounting consequences for Gaz de France of the reform of the financing of the plan effective in February 2005; I have received from the statutory auditors a work completion letter (lettre de fin de travaux) in which they indicate that they have verified the − the change in the measurement of the provision for dismantling information concerning the financial position and historical financial distribution pipelines of Gaz de France. statements and have read this document de référence in its entirety. This • for fiscal year 2005, an observation concerning the accounting letter does not include any observations. treatment adopted regarding concessions, in the absence of specific The Statutory Auditors have established reports on the historical provisions in IFRSs as adopted by the European Union for this topic, and financial statements presented in this document de référence, appearing in particular the fact that the application of the intangible asset model in paragraphs 20.1.1.2, 20.1.2.2 and 20.1.3.2, which contain the following as determined by draft IFRIC interpretation D14 could have induced observations: Gaz de France, as of December 31, 2005, to reduce concession assets and liabilities by the amount under the item “Concession grantors’ • for fiscal year 2003, an observation concerning the conditions of the first rights in assets”.
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