2007 REFERENCE DOCUMENT DELIVERING THE ESSENTIALS OF LIFE REFERENCE DOCUMENT 2007 INCORPORATION BY REFERENCE : Pursuant to Article 28 of European Regulation No. 809/2004 of April 29, 2004, this Reference Document incorporates by reference the following information to which the reader is invited to refer : 1with regard to the fiscal year ended December, 31, 2006: management report, consolidated financial statements and related Statutory Auditors’ reports, as set out on pages 117-130, 196- 307, 308 and 309, respectively, of the English version of the Reference Document filed with the AMF on April 4, 2007; 1with regard to the fiscal year ended December 31, 2005: management report, consolidated financial statements and related Statutory Auditors’ reports, as set out on pages 89-101, 154- 280 and 281-282, respectively, of the English version of the Reference Document filed with the AMF on April 11, 2006. The information included in these two reference documents, other than that referred to above, is replaced or updated, where applicable, by the information contained in this Reference Document. Both of these reference documents are accessible under the conditions described in Section 24 “Documents accessible to the public” of this Reference Document. This Reference Document contains forward-looking information in Sections 6.1 “Principal activities”, 12 “Information on trends” and 9.7 “Outlook for 2008”. This information does not constitute historical data and there is no assurance that such forward-looking facts, data or objectives will occur or be met in the future. Such information is subject to external factors, such as those described in Section 4 “Risk management”. Unless expressly stated to the contrary, the market data included in this Reference Document is based on internal estimates made by SUEZ using publicly available information The original French version of this Reference Document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) on March 18, 2008 , in accordance with the provisions of Article 212-13 of the General Regulations of the AMF. It may be used in support of a financial transaction if it is supplemented by an offering memorandum approved by the AMF. REFERENCE DOCUMENT 2007 1 CONTENTS 1 PARTIES RESPONSIBLE 9 MANAGEMENT REPORT 1 117 FOR THE REFERENCE DOCUMENT 5 9.1 Revenue and earnings trends 118 9.2 Business trends 119 9.3 Other income statement items 124 2 STATUTORY AUDITORS 7 9.4 Financing 125 2.1 Names and addresses 7 9.5 Other balance sheet items 126 2.2 Resignation/non-renewal of appointment 7 9.6 Parent company fi nancial statements 127 9.7 Outlook for 2008 128 3 SELECTED FINANCIAL INFORMATION 9 Key fi gures 10 10 CASH FLOW AND SHARE CAPITAL 131 10.1 Issuer capital 131 10.2 Source and amount of issuer cash 4 RISK FACTORS 13 fl ows and description of cash fl ows 132 4.1 Risk management 13 10.3 Financial structure and borrowing 4.2 Industrial risks and risks associated conditions applicable to the issuer 133 with the legal, regulatory, economic, 10.4 Restrictions regarding commercial and contractual environment 14 the use of capital 135 4.3 Legal risks 18 10.5 Planned sources of fi nancing to meet 4.4 Market risks 18 the commitments stemming from 4.5 Environmental risks 21 investment decisions 135 4.6 Insurance 24 4.7 Security and crisis management 26 11 INNOVATION, RESEARCH AND DEVELOPMENT, PATENTS AND LICENSE POLICY 137 INFORMATION ON THE COMPANY 29 5 11.1 Innovation initiative awards 140 5.1 History and growth of the company 29 11.2 The value-creation label 141 5.2 Investments 30 11.3 Patents and licenses 141 OVERVIEW OF ACTIVITIES 31 6 INFORMATION ON TRENDS 143 6.1 Principal activities 31 12 6.2 Main markets 72 6.3 Extraordinary events 76 PROFIT FORECASTS OR ESTIMATES 145 6.4 Dependence on patents, licenses 13 or contracts 76 6.5 Competitive position 76 14 CORPORATE GOVERNANCE 147 6.6 Sustainable development 14.1 Information concerning – environmental the management structures 147 and corporate information 76 14.2 Confl icts of interest in administrative, management and supervisory bodies and executive management 166 7 ORGANIZATION CHART 111 7.1 Simplifi ed organization chart 111 7.2 List of major subsidiaries 112 15 COMPENSATION AND BENEFITS 167 15.1 Compensation paid and benefi ts granted 167 8 REAL ESTATE PROPERTIES, PLANTS, Information on stock options FACILITIES 113 and bonus shares known 8.1 Major tangible assets 113 as Performance Shares 170 8.2 Environmental issues 115 15.2 Amount accrued 178 2 REFERENCE DOCUMENT 2007 16FUNCTIONING OF THE BOARD 21 ADDITIONAL INFORMATION 319 OF DIRECTORS AND MANAGEMENT 21.1 Amount of subscribed capital 322 STRUCTURES, ACTIVITIES 21.2 Incorporation documents and bylaws 333 OF THE BOARD OF DIRECTORS 179 16.1 Dates on which Directors’ terms of offi ce expire 181 MATERIAL CONTRACTS 337 16.2 Information on agreements 22 involving Directors 181 16.3 Information on the Audit Committee and the compensation Committee 182 23 INFORMATION FROM THIRD PARTIES, 16.4 Compliance with RULES OF corporate STATEMENTS MADE BY EXPERTS governance regulations in the issuer’s AND DECLARATIONS OF INTERESTS 339 home country 182 24 DOCUMENTS ACCESSIBLE 17 EMPLOYEES 183 TO THE PUBLIC 341 17.1 Number of employees and breakdown 24.1 Consultation of documents 341 by principal business segment 24.2 Corporate communication 341 and by site 183 17.2 Employee shareholdings and stock options 183 25 INFORMATION ON INVESTMENTS 343 17.3 Agreement with regard to employee List of the main consolidated companies ownership of the issuer’s capital 184 as of December 31, 2007 343 18 MAJOR SHAREHOLDERS 187 A APPENDICES TO THE REFERENCE 18.1 Breakdown of share capital DOCUMENT 345 at December 31, 2007 187 Report on internal control procedures 346 18.2 Different voting rights 190 Report of the Chairman of the Board 18.3 Control 190 of Directors of SUEZ 346 18.4 Agreement relating to change of control 190 Ordinary and Extraordinary Shareholders’ Meeting of May 6, 2008 356 Board of Directors’ report 357 19 RELATED PARTY TRANSACTIONS 191 Statutory Auditors’ special report 19.1 Joint ventures 191 on regulated agreements and commitments with related parties 363 19.2 Associates 192 Statutory Auditors’ Reports on the Shareholders’ Combined General Meeting of May 6, 2008 367 FINANCIAL INFORMATION CONCERNING Independent Expert’s report 370 20 THE ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS OF THE ISSUER 193 Resolutions 371 20.1 Consolidated fi nancial statements 194 20.2 Notes to the consolidated fi nancial statements 202 20.3 Verifi cation of yearly fi nancial historical data 311 20.4 Dividend distribution policy 313 20.5 Legal and arbitration proceedings 314 20.6 Signifi cant change in the fi nancial or commercial situation 318 REFERENCE DOCUMENT 2007 3 4 REFERENCE DOCUMENT 2007 1 PARTIES RESPONSIBLE FOR THE REFERENCE DOCUMENT 1 PARTY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION IN THE REFERENCE DOCUMENT Mr. Gérard Mestrallet, Chairman and Chief Executive Officer DECLARATION BY THE PERSON RESPONSIBLE FOR THE REFERENCE DOCUMENT I hereby certify, after having taken all reasonable measures to this financial position of the company and all the undertakings included effect, that the information contained in this reference document is, to in the consolidation as well as a description of the main risks and my knowledge, in accordance with the facts and makes no omission uncertainties to which they are exposed. likely to affect its import. I have received a completion letter from the Statutory Auditors stating I certify, to my knowledge, that the accounts have been prepared that they have audited the information contained in this reference in accordance with applicable accounting standards and give a fair document about the financial position and accounts and that they view of the assets, liabilities and financial position and profit or loss of have read this document in its entirety. the Company and all the undertakings included in the consolidation, Chairman and Chief Executive Officer and that the management report on pages 117 to 130 presents a fair review of the development and performance of the business and Gérard Mestrallet REFERENCE DOCUMENT 2007 5 1 PARTIES RESPONSIBLE FOR THE REFERENCE DOCUMENT 1 6 REFERENCE DOCUMENT 2007 2 STATUTORY AUDITORS 2 2.1 NAMES AND ADDRESSES 2.1.1 PRINCIPAL STATUTORY AUDITORS 1Ernst & Young et Autres 1Deloitte & Associés Represented by Mr. Pascal Macioce et Ms. Nicole Maurin Represented by Mr. Jean-Paul Picard and Mr. Pascal Pincemin 41, rue Ybry, 92576 Neuilly-sur-Seine Cedex 185, avenue Charles-de-Gaulle, BP 136, 92203 Neuilly-sur-Seine Appointed on June 22, 1983, its term of office was most recently Appointed on May 28, 1999, its term of office was most recently renewed by the Ordinary and Extraordinary Shareholders’ Meeting of renewed by the Ordinary and Extraordinary Shareholders’ Meeting of May 4, 2007 for a period of six years and will expire at the close of the May 13, 2005 for a period of six years and will expire at the close of 2013 Ordinary Shareholders’ Meeting held to approve the financial the 2011 Ordinary Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31, 2012. statements for the fiscal year ending December 31, 2010. 2.1.2 DEPUTY STATUTORY AUDITORS 1AUDITEX 1BEAS Faubourg de l’Arche – 11, allée de l’Arche, 92037 Paris La Défense 7-9, villa Houssay, 92200 Neuilly-sur-Seine Appointed on May 4, 2007 by the Ordinary and Extraordinary Appointed on May 28, 1999, its term of office was most recently Shareholders’ Meeting of the same date, its term of office will expire renewed by the Ordinary and Extraordinary Shareholders’ Meeting of at the close of the Ordinary Shareholders’ Meeting held to approve the May 13, 2005 for a period of six years and will expire at the close of financial statements for the fiscal year ending December 31, 2012, at the 2011 Ordinary Shareholders’ Meeting held to approve the financial the same time as the expiration of the term of office of Ernst & Young statements for the fiscal year ending December 31, 2010.