REFERENCE DOCUMENT 2008 REDISCOVERING ENERGY REFERENCE DOCUMENT 2008 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: • with regard to the fiscal year ended December 31, 2007 for Gaz de France: management report, consolidated financial statements, prepared in accordance with IFRS accounting principles and the related Statutory Auditors’ reports found on pages 113 to 128 and pages 189 to 296 of the Reference Document, registered on May 15, 2008 with l’Autorité des Marchés Financiers (French Financial Markets Authority, or AMF), under R. 08-056; • with regard to the fiscal year endedD ecember 31, 2007 for SUEZ: management report, consolidated financial statements, prepared in accordance with IFRS accounting principles and the related Statutory Auditors’ reports found on pages 117 to 130 and pages 193 to 312 of the Reference Document, filed onM arch 18, 2008 with l’Autorité des Marchés Financiers (French Financial Markets Authority, or AMF), under D. 08-0122 as well as its update filed on June 13, 2008 under D. 08-0122-A01; • with regard to the fiscal year ended December 31, 2006 for Gaz de France: management report, consolidated financial statements, prepared in accordance with IFRS accounting principles and the related Statutory Auditors’ reports found on pages 105 to 118 and pages 182 to 294 of the Reference Document, registered on April 27, 2007 with l’Autorité des Marchés Financiers (French Financial Markets Authority, or AMF), under R. 07-046; • with regard to the fiscal year ended December 31, 2006 for SUEZ: management report, consolidated financial statements, prepared in accordance with IFRS accounting principles and the related Statutory Auditors’ reports found on pages 117 to 130 and pages 194 to 309 of the Reference Document, filed on April 4, 2007 withl’Autorité des Marchés Financiers (French Financial Markets Authority, or AMF), under D. 07-0272. The information included in these Reference Documents, other than that referred to above, is replaced or updated, where applicable, by the information contained in this Reference Document. 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 paragraph “Outlook for 2009” of the Group’s activity report included in Section 9.8. 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 GDF SUEZ using publicly available information. Copies of this Reference Document are available free of charge from GDF SUEZ, located at 22, rue du Docteur Lancereaux – 75008 Paris, and on the Company’s website (www.gdfsuez.com), as well as on that of l’Autorité des Marchés Financiers (French Financial Markets Authority, or AMF (www.amf-france.org)). The French version of this Reference Document was filed with the l’Autorité des Marchés Financiers (French Financial Markets Authority, or AMF) and was registered under No. D.09-197 on April 6, 2009, 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 2008 | 1 TABLE OF CONTENTS PAGE PAGE 1 9 PARTIES RESPONSIBLE 5 MANAGEMENT REPORT (1) 153 1.1 Parties responsible 5 9.1 Revenue and earnings trends 154 1.2 Declaration by the persons responsible for the reference 9.2 Business trends 157 document comprising the annual financial report 6 9.3 Other income statement items 166 9.4 Reconciliation with consolidated income statement figures 167 2 9.5 Changes in net debt 168 PARTIES RESPONSIBLE FOR AUDITING 7 9.6 Other balance sheet items 171 2.1 Statutory Auditors 8 9.7 Parent company financial statements 172 2.2 Resignation or departure of Statutory Auditors 9 9.8 Outlook for 2009 173 3 10 SELECTED FINANCIAL INFORMATION 11 CASH FLOW AND SHARE CAPITAL 175 10.1 Issuer capital 176 10.2 Source and amount of issuer cash flows and description 4 of cash flows 176 RISK FACTORS 15 10.3 Financial structure and borrowing conditions applicable to the issuer 177 4.1 Risk management process 16 10.4 Restrictions regarding the use of capital 179 4.2 GDF SUEZ operates in a changing environment 17 10.5 Planned sources of financing to meet commitments 4.3 The GDF SUEZ business model is subject to numerous stemming from investment decisions 179 constraints 24 4.4 Industrial safety at the heart of GDF SUEZ’s activity 27 4.5 The GDF SUEZ organization in the face of transversal risks 30 11 4.6 Insurance 33 INNOVATION, RESEARCH AND DEVELOPMENT, PATENTS AND LICENSE POLICY 181 11.1 Research and innovation 182 5 11.2 Intellectual property 189 INFORMATION ON THE COMPANY 35 5.1 History and development of the company 36 12 5.2 Investments 38 INFORMATION ON TRENDS 191 6 OVERVIEW OF ACTIVITIES 39 13 PROFIT FORECASTS OR ESTIMATES 193 6.1 Main activities 40 6.2 Main markets 120 6.3 Important events 120 14 6.4 Dependence on patents, licenses or contracts 122 ADMINISTRATIVE BODIES AND GENERAL 6.5 Competitive energy position 122 MANAGEMENT 195 6.6 Sustainable development 123 14.1 Information concerning the administrative bodies 196 14.2 Non‑voting Directors 215 7 14.3 Government Commissioner 216 14.4 Information concerning general management 217 ORGANIZATION CHART 145 14.5 Composition of the committees of the board of Directors 217 7.1 Simplified organization chart 146 14.6 Conflicts of interest in administrative, management and supervisory bodies and general management 220 7.2 List of major subsidiaries 147 15 8 COMPENSATION AND BENEFITS 221 REAL ESTATE, FACTORIES, AND EQUIPMENT 149 15.1 Compensation paid and benefits granted 222 8.1 Major tangible assets 150 15.2 Information on stock options and bonus shares known as 8.2 Environmental issues related to real‑estate holdings 152 performance shares 234 2 | REFERENCE DOCUMENT 2008 PAGE PAGE 15.3 Summary of transactions declared by executive 20.6 Dividend distribution policy 484 management and corporate officers during fiscal year 2008 245 20.7 Legal and arbitration proceedings 485 15.4 Number of shares and stock options of GDF SUEZ held by 20.8 Significant change in the financial or commercial situation­ 490 members of the GDF SUEZ board of directors in office at december 31, 2008 246 15.5 Loans and guarantees granted or established in favor of directors or Executives 246 21 15.6 Funded amount 247 ADDITIONAL INFORMATION 491 21.1 Amount of subscribed capital 496 16 21.2 Incorporating documents and bylaws 505 OPERATION OF ADMINISTRATIVE AND MANAGEMENT BODIES 249 22 16.1 Operating procedures of the board of directors 250 IMPORTANT CONTRACTS 513 16.2 Information concerning service contracts between members of the Board of Directors and General Management and the company or any OF its subsidiaries 253 23 16.3 Committees of the board of Directors 257 16.4 Compliance with corporate governance regulations THIRD-PARTY INFORMATION STATEMENTS in the issuer’s home country 264 BY EXPERTS AND DECLARATIONS OF INTEREST 515 17 EMPLOYEES 265 24 17.1 Group HR Policy 267 DOCUMENTS ACCESSIBLE TO THE PUBLIC 517 17.2 ARRANGEMENTS FOR INVOLVING THE EMPLOYEES 24.1 Consultation of documents 518 IN THE CAPITAL OF THE ISSUER 269 17.3 Integration 271 24.2 Corporate communication 518 17.4 HR performance 272 17.5 Solidarity 273 17.6 Social relations in the group 274 25 17.7 Health and Safety policy 276 INFORMATION ON HOLDINGS 519 17.8 Equity interests and stock options of the Directors and Chief Operating Officers 277 A 18 APPENDICES TO THE REFERENCE DOCUMENT 521 MAIN SHAREHOLDERS 279 Report on internal control procedures 522 18.1 Breakdown of share capital at December 31, 2008 281 Statutory Auditors’ Report, prepared in accordance with article 18.2 Voting rights 284 L. 225‑235 of the French commercial code (Code de Commerce), on the report prepared by the Chairman of the board of directors 18.3 Control 284 of GDF SUEZ 531 18.4 Agreement relating to change of control 284 Statutory auditors’ report on the review of selected environmental and social indicators 532 Ordinary and Extraordinary Shareholders’ Meeting of May 4, 2009 534 19 Board of Directors’ report on the resolutions presented RELATED PARTY TRANSACTIONS 285 to the Ordinary and Extraordinary Shareholders’ Meeting of May 4, 2009 535 19.1 Relations with the French state and with the CNIEG 286 Draft resolutions presented to the Ordinary and Extraordinary 19.2 Transactions with equity‑accounted or proportionately Shareholders’ Meeting of May 4, 2009 543 consolidated companies 287 Statutory Auditors’ special report on regulated agreements and commitments with related parties 550 20 Statutory Auditors’ reports on the resolutions of the Ordinary and Extraordinary Shareholders’ Meeting of May 4, 2009 558 FINANCIAL INFORMATION CONCERNING THE ASSETS AND LIABILITIES, FINANCIAL POSITION Concordance with the company’s annual financial report 562 AND RESULTS OF THE ISSUER 289 Table of gas, electricity and other energy