Filed by: SUEZ
pursuant to Rule 165 and Rule 425(a)
under the Securities Act of 1933, as amended
Subject Company: SUEZ
Exchange Act File Number: 001-15232
Date: June 24, 2008
The following power point presentation was made available on Suez’s website on June 16, 2008.
Important Information
This communication does not constitute an offer to purchase, sell, or exchange or the solicitation of an offer to sell, purchase, or exchange any securities of Suez, Suez Environnement Company or Gaz de France, nor shall there be any offer, solicitation, purchase, sale or exchange of securities in any jurisdiction (including the United States, Canada, Germany, Italy and Japan) in which such offer, solicitation, purchase, sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Gaz de France and Suez disclaim any responsibility or liability for the violation of such restrictions by any person.
The Gaz de France ordinary shares which would be issued in connection with the proposed business combination to holders of Suez ordinary shares (including Suez ordinary shares represented by Suez American Depositary Shares) may not be offered or sold in the United States except pursuant to an effective registration statement under the United States Securities Act of 1933, as amended, or pursuant to a valid exemption from registration. The Suez Environnement Company shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration.
In connection with the proposed transactions, the required information document has been filed with and certified by the Autorité des marchés financiers (“AMF”). Gaz de France has registered certain Gaz de France ordinary shares to be issued in connection with the business combination in the United States. For this purpose, on June 16, 2008, Gaz de France filed a registration statement on Form F-4, which includes a prospectus, with the United States Securities and Exchange Commission (“SEC”). Investors are strongly advised to read the information document filed with the AMF, the registration statement and the prospectus, when available, and any other relevant documents filed with the SEC and/or the AMF, as well as any amendments and supplements to those documents, because they will contain important information. When filed, investors may obtain free copies of the registration statement, the prospectus as well as other relevant documents filed with the SEC, at the SEC’s web site at www.sec.gov and will receive information at an appropriate time on how to obtain these transaction-related documents for free from Gaz de France or its duly designated agent. Investors and holders of Suez securities may obtain free copies of documents filed with the AMF at the AMF’s website at www.amf-france.org or directly from Gaz de France on its web site at www.gazdefrance.com or directly from Suez on its website at www.suez.com, as the case may be.
Forward-Looking Statements
This communication contains forward-looking information and statements about Gaz de France, Suez, Suez Environment and their combined businesses after completion of the proposed transactions. Forward-looking statements are statements that are not historical facts. These statements include financial projections, synergies, cost-savings and estimates and their underlying assumptions, statements regarding plans,
objectives, savings, expectations and benefits from the transaction and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expect,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although the managements of Gaz de France and Suez believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Gaz de France and Suez ordinary shares are cautioned that forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Gaz de France and Suez, that could cause actual results, developments, synergies, savings and benefits from the proposed transactions to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public filings made by Suez, Gaz de France and Suez Environnement Company with the AMF, including those listed under “Facteurs de Risques” (Risk factors) sections in the Document de Référence filed by Gaz de France with the AMF on May 15, 2008 (under no: R.08-056), in the the Document de Référence filed by Suez on March 18, 2008 (under no: D.08-0122) and its update filed on June 13, 2008 (under no: 08-0122-A01), in the prospectus prepared for the issue and admission for listing of GDF SUEZ shares resulting from the merger takeover of Suez by Gaz de France filed with the AMF on June 13, 2008 (under no: 08-126), the prospectus relating to the Suez Environnement Company shares filed with the AMF on June 13, 2008 (under no: 08-127), as well as documents filed by Suez with the SEC, including those listed under “Risk Factors” in the Annual Report on Form 20-F for 2006 that Suez filed with the SEC on June 29, 2007. Investors and holders of the Gaz de France, Suez or Suez Environnement Company securities should consider that the occurrence of some or all of these risks may have a material adverse effect on Gaz de France, Suez and/or Suez Environnement Company.
****
GDF SUEZ
A new World Leader in Energy
- ---------------------------------------------------------------------------------------------------
1 June 2008
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slide01
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Disclaimer Important Information - --------------------- This communication does not constitute an offer or the solicitation of an offer to purchase, sell, or exchange any securities of SUEZ, SUEZ Environnement Company securities or Gaz de France, nor shall there be any offer, solicitation, purchase, sale or exchange of securities in any jurisdiction (including the U.S., Canada, Germany, Italy, Australia and Japan) in which it would be unlawful prior to registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Gaz de France, SUEZ and SUEZ Environnement Company disclaim any responsibility or liability for the violation of such restrictions by any person. The Gaz de France ordinary shares which would be issued in connection with the proposed merger to holders of SUEZ ordinary shares (including SUEZ American Depositary Shares (ADRs)) may not be offered or sold in the U.S. except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to a valid exemption from registration. SUEZ Environnement Company shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. In connection with the proposed transactions, the required information documents have been filed with and certified by the Autorite des marches financiers (AMF). Gaz de France is planning to register certain Gaz de France ordinary shares to be issued in connection with the merger in the U.S. and for this purpose will file with the U.S. Securities and Exchange Commission (SEC), a registration statement on Form F-4, which will include a prospectus. Investors are strongly advised to read the information documents that have been or will be filed with or certified by the AMF, the prospectus, and the U.S. registration statement, when available, and any other relevant documents filed with the SEC and/or the AMF, as well as any related amendments, if any, and/or supplements, because they will contain important information. Investors may obtain free copies of the U.S. registration statement and other relevant documents filed with the SEC at www.sec.gov. Investors and holders of SUEZ or Gaz de France securities may obtain free copies of documents filed with and certified by the AMF at www.amf-france. org or directly from Gaz de France, SUEZ and SUEZ Environnement Company at www.gazdefrance. com; www.suez.com or www.suez-environnement. com. Forward -Looking statements - --------------------------- This communication contains forward -looking information and statements. These statements include financial projections, synergies, cost-savings and estimates and their underlying assumptions, statements regarding plans, objectives, savings, expectations and benefits from the transaction and expectations with respect to future operations, products and services, and statements regarding future performance. Although the management of SUEZ and Gaz de France believe that the expectations reflected in such forward -looking statements are reasonable, investors and holders of Gaz de France, SUEZ or SUEZ Environnement Company ordinary shares are cautioned that forward -looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of SUEZ, Gaz de France and SUEZ Environnement Company, that could cause actual results, developments, synergies, savings and benefits from the transaction to differ materially from those expressed in, or implied or projected by, the forward -looking information and statements. These risks and uncertainties include those discussed or identified in the public filings made by SUEZ, Gaz de France and SUEZ Environnement Company with the AMF, including those listed under "Facteurs de Risques" (Risk factors) sections in the Document de Reference filed by Gaz de France with the AMF on May 15, 2008 (under no: R.08-056), in the Document de Reference filed by SUEZ on March 18, 2008 (under no: D.08-0122) and its update filed on June 13, 2008 (under no: 08-0122-A01), in the prospectus prepared for the issue and admission for listing of GDF SUEZ shares resulting from the merger takeover of Suez by Gaz de France filed with the AMF on June 13, 2008 (under n(degree): 08-126 and the prospectus relating to the SUEZ Environnement Company shares filed with the AMF on June 13, 2008 (under no: 08-127). Investors and holders of Gaz de France, SUEZ or SUEZ Environnement Company securities should consider that the occurrence of some or all of these risks may have a material adverse effect on Gaz de France, SUEZ or/and SUEZ Environnement Company. slide02 |  |
Table of contents 1. July 2008: birth of a new World Leader in Energy 2. An ambitious and value-creating industrial development 3. Communications calendar 4. Conclusion slide03 |  |
1
July 2008: birth of a World Leader in Energy
slide04
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Birth of a World Leader in Energy Main utilities in the world
o Leader in natural gas in Europe 2007 revenues(1) - euro billion
o > # 1 purchaser
o > # 1 transmission and distribution network
o > # 2 European storage operator
o Leader in electricity
o > # 5 power producer and supplier in Europe
o > # 2 French power producer
o World leader in IPPs(1)
o World leader in LNG
o > # 1 importer and buyer in Europe
o > # 2 LNG terminal operator
o Leader in the Atlantic basin
o European leader in energy services
(1) Independent Power Producers (1) Published data
(2) Proportional consolidation of Endesa as
from October, 2007
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An industrial player with powerful assets
o A unique combination of businesses
o > Active in the entire energy value chain
o > Multi-energy offering
o > Strategy fit between the energy and services businesses
o Strong flexibility in energy generation and supply
o > Diversified and efficient power generation mix
o > Strong capacity for gas-electricity arbitrage
o > Diversified gas supplies with a strong LNG component
o > Optimisation at a global scale (LNG) and on the European market (storage)
o A major player in sustainable development
o > CO2 light generation capacities
o > High portion of renewable energies
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A unique opportunity to strengthen commercial development
opportunities of both Groups and to increase their strategic
leverage in a sector undergoing major changes
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Merger terms subject to the vote of the EGMs
Proforma shareholding structure (3)
o 21 Gaz de France shares for 22 SUEZ shares
o Simultaneous distribution of 65%
of the shares of SUEZ Environnement
to SUEZ shareholders
> 1 SUEZ Environnement share for 4 SUEZ shares
> State approval regarding the fiscal
neutrality(1) of the distribution
of 65% of SUEZ Environnement(2)
o Number of shares for the new Group:
2,19bn(3) (including 28.5 millions
treasury stocks)
o Ticker of the new Group: GSZ
(1) In this respect, GDF SUEZ and SUEZ "main shareholders" (GBL, CDC, Sofina, CNP Assurances,
Areva) have to keep their SUEZ Envrionnement shares for a 3-year period
(2) Neutral for French shareholders and no French withholding tax for non residents shareholders
(3) On a non-diluted basis as of May 22, 2008, detailed in appendices
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A merger in July 2008
Planned calendar and next steps
-------------------------------
July 16, 2008 > Extraordinary and Ordinary General Meeting of the shareholders of SUEZ
July 16, 2008 > Extraordinary and Ordinary General Meeting of the shareholders of Gaz de France
July 22, 2008 > Completion of the merger by absorption of SUEZ within Gaz de France
> Listing of the GDF SUEZ shares
> Listing of the SUEZ Environnement shares on the Euronext Paris and Euronext
Brussels markets
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Information relative to the merger and on the listing of SUEZ Environnement
are available in the Prospectus registered with the AMF on June 13, 2008
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GDF SUEZ will be in working order as soon as the merger is effective
o GDF SUEZ organization now defined
> Role of the different management levels Headquarter - Divisions - Business units
> Definition of the management process of functional departments
o Divisional and functional organization project now stabilized
o Operating interfaces between different Divisions already prepared
o Managers appointed before the merger
o Action plan for change management
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Remedies implementation status(1)
o Disposal of the 57.25% SUEZ stake in Distrigas for (euro)2.7bn
o Agreement signed with ENI on May 29, 2008
o Implementation of Fluxys related commitments: stake in Fluxys to be brought down to 45%
(and disposal of Gaz de France stake in Segeo to Fluxys)
o Increase of the stake of the Group in the Zeebrugge terminal to 60% with the creation
of Fluxys International
o Disposal of Cofathec Coriance for (euro)44.6m
o Agreement signed with A2A on May 29, 2008
o Disposal of the 25.5% Gaz de France stake in SPE
o Exclusivity period with EDF
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Implementation of the remedies in compliance
with the commitments to the European Commission
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(1) Contingent on the completion of the merger
Commitments to the European Commission on other remedies are being implemented in
agreement with the Commission
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Acquisition of ENI energy assets
o Virtual power production (VPP) capacity of 1,100 MW in Italy for 20-years
o Total production capacity of the Group in Italy raised to 4,600 MW, an increase of
approximately 1/3
o Acquisition price of (euro)1.2bn
o Natural gas distribution network of the city of Roma
o 5,300 km of gas lines, 1.5bcm/year and 1.2 million access points
o Acquisition price of (euro)1.1bn
o Exploration & Production Assets
o United Kingdom, Gulf of Mexico, Egypt, Indonesia
o Acquisition price of (euro)273m
o Supply contract for 4bcm/year of natural gas in Italy over 20 years
o Option for an additional supply contract for delivery in Germany of 2.5bcm/year over 11
years
o Supply contract for 900 millions cm/year of LNG in the Gulf of Mexico over 20 years
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The new Group strengthens its footprint in Italy
and in upstream gas activities
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Governance: composition of the new Board of Directors
Board of Directors consisting of 24 members:
--------------------------------------------
10 directors proposed by Suez including 10 directors proposed by Gaz de France including
o Chairman and CEO o Vice-Chairman and President
Gerard Mestrallet Jean-Francois Cirelli
7 State representatives nominated by order, in
accordance with the law
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4 employee representatives
including 3 representatives elected by the employees
and 1 representative of the employee shareholders elected by the General Meeting
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===================================================================================================
5 Board committees all chaired by an independent direct
Audit Committee, Appointments Committee, Compensation Committee, Ethics,
Environment and Sustainable development Committee, and Strategy and Investments Committee
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2
An ambitious and value-creating industrial development
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An ambitious development strategy
o Consolidate leadership positions in domestic markets:
o France
o Benelux
o Leverage complementarities to strengthen customer offerings:
o Dual gas/electricity offers
o Innovative energy services
o Boost its ambitious strategy of industrial development, notably in:
o Upstream gas activities (E&P, LNG)
o Infrastructures
o Power generation, in particular nuclear and new & renewable energies
o Accelerate growth in all businesses lines in Europe
o Strengthen development areas internationally (Brazil, Thailand, the USA, Middle East, Turkey,
Russia...)
o Development of the IPP business in new fast-growing markets
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A combination consistent with both Groups' strategies
and allowing to boost their development
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A steady and consistent industrial development
o Acquisition of new natural gas reserves and discovery of natural gas at
West el Burullus in Egypt, beginning of operation of gas fields of Njord,
Fram and Snovhit in Norway and Minke in the UK
Development in o LNG supply contracts: extension of the Sonatrach contract, new supply
natural gas, contracts of 3.2 bcm of natural gas with Norsk Hydro over 4 years in the
LNG and UK and of 10 bcm with Shell
infrastructures o LNG terminals: doubling of the capacities at Zeebrugge (from 4.5 to 9
bcm), start of the construction of the LNG terminal in Mejillones (COD
early 2010, Chile), long-term access to the Freeport terminal (Texas),
construction of the Fos Cavaou terminal (8.25 bcm) and Montoir extension
in France (from 10 up to 16.5 bcm)
o COD of a new gas tanker (Gaselys)
o Extension of storage capacity in the UK and in Romania
o In Energy services, many new contracts
o France and Belgium: green electricity from biogas contract (Aix en
Development in Provence), Fabricom GTI preferred bidder for construction and maintenance
energy services of electromagnetic devices of the Antwerp Ring
o In Europe, heating and cooling network (Amsterdam), creation of Fabricom
Offshore Services in the UK, aiming at strengthening the offshore
engineering offers, service contracts (Nuoro hospital in Sardegna)
o Middle East: strategic partnership in Qatar for the development of new
cities
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A steady and consistent industrial development
o Hydraulic capacities: Jirau (3,300 MW) and Ponte de Pedra (176 MW) in
Brazil, La Verna in France
o Thermal capacities: CCGT power plant of Teesside Power Limited in England
(1,875 MW), Ras Laffan project in Qatar (2,730 MW and desalination of
Increase in 286,000 cm/day), Astoria in New York (575 MW), coal-fired power plant in
power generation Thailand (660 MW), CCGT France (Cycofos, Montoir) and peak power plant at
capacity Saint Brieuc
o Acquisition of 79% of Elettrogrees, operator in the electricity wholesale
market in Italy
o Wind capacities: Canada, France and Portugal
o Co-generation capacities: 6 power plants in Italy (370 MW)
o Securization of supply needs in enriched uranium: ownership interest
agreement in George Besse II plant
o Water Europe: many new contracts in France (SIAEP of Bas Languedoc,
Grasse, Brasserie Kronenbourg,...) and developments in Spain (acquisition
of the minority interests of AGBAR and acquisition of 33% of Aguas de
Development in Valencia) and in Chile via AGBAR (Essal)
environment o Waste Europe: many new contracts in France (Airbus, Rambouillet...),
development in recycling in France (JV SITA/Renault to develop end of life
vehicle recycling and JV SITA/Michelin for tires) and in waste to energy
business (EVI, Baviro...), acquisitions in Germany (BellandVision) and in
Sweden (buy-out of minority interests of Sita Sverige)
o International: management contract with the city of Jeddah, acquisition of
Utility Service Company and successful renewals of Jersey city and Gary
contracts in the USA, acquisition of 7.5% of Chongqing Water Group in
China, Degremont contracts in India and Middle-East
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A strong financial profile Financial profile GDF SUEZ
o A financial structure that sustains the 2007 IFRS proforma(1)
ambitious strategy of industrial growth unaudited data
In (euro)bn
o Low gearing Revenues 74.3
EBITDA 13.1
o Strong potential for cash flow Current operating income 8.3
generation Net income group share 5.6
Net income group share (euro)2.56/share
o A key stock in the energy sector per share
Capex 9.2(2)
o Among the top 3 listed utilities Net financial debt 15.8
Shareholders' equity 67
o Accounting consequence from the merger
o Allocation of (euro)14.3bn goodwill to
the assets of Gaz de France (from an
accounting perspective, reverse
acquisition of Gaz de France by SUEZ)
o Post allocation, residual goodwill
amounts to (euro)17.1bn(1)
o Generation of an amortization charge(1)
of approximately (euro)750m/year on average
(1) Definition in appendices; On the basis of a preliminary allocation of the purchase price
(2) 07 SUEZ CAPEX + 07 Gaz de France CAPEX
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Strong prospects for profitable growth
o EBITDA(1) target of (euro)17bn in 2010
o Potential for operational synergies of approximately (euro)1bn per year in 2013
o Average annual capex of (euro)10bn(2) between 2008-10
o Strict financial discipline
o Ratings target: Strong A
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Confirmation of medium -term financial objectives of the new Group
------------------------------------------------------------------
(1) Proforma GDF SUEZ EBITDA definition
(2) Industrial investments (maintenance and development) which mainly relate to organic growth
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An attractive shareholder remuneration policy
o Dynamic dividend policy targeting an attractive yield compared to the sector average
o Target payout ratio: above 50% of Group recurring net income
o Average annual growth in dividend per share of 10% to 15% between dividend
paid in 2007(1) and dividend paid in 2010
o Additional shareholder return through:
o Exceptional dividends
o Share buy backs
(1) Based on the Gaz de France dividend paid in 2007 and related to fiscal year 2006
((euro)1.1 per share); SUEZ shareholders will also benefit from dividends distributed by SUEZ
Environnement from 2009 for fiscal year 2008
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3
Communication calendar
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Planned communication calendar
2008 Half-Year Results
August 31, 2008 o Presentation of H1 2008 results of SUEZ and Gaz de France (on a
stand alone basis) _Presentation of H1 2008 pro forma results of GDF SUEZ
(on a non segmented basis)
2008 GDF SUEZ Investor Day: Q4 2008
o Strategic update post-merger, notably on integration, synergies,
investments program and mid-term outlook for GDF SUEZ
o Presentation of GDF SUEZ pro forma results by Division
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4
Conclusion
slide22
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A merger on track o Creation of a World Leader in Energy o A strong value-creating potential for industrial development o A dynamic remuneration policy for shareholders o GDF SUEZ in working order as soon as the merger is effective slide23 |  |
5
Appendices
1. Financial Data
2. Governance and organisation
3. Prospects and industrial strategy
4. Integration
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Definition of EBITDA applied to the new Group
2007 pro forma unaudited data in (euro)m
----------------------------------------
Current Operating Income (combined proforma)(1) 8,339
+ Depreciation, amortization and provisions(1) 4,197
+ Share-based payments 123
+ Net disbursements under concession contracts 481
Combined unaudited pro forma EBITDA of GDF SUEZ (2007 scope) 13,140
(1) Post impact of preliminary estimate of "Purchase Price Allocation" (+(euro)750m in
depreciation & amortization)
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From previous published numbers
to EBITDA of the new Group
2007 pro forma unaudited data (in (euro)m)
------------------------------------------
EBITDA published by SUEZ 7,965
- - Pensions and other similar provisions reversals / accruals(1) 126
- - Financial income (excluding interests received) (200)
- - Share in net income of associates (458)
= SUEZ EBITDA based on the new Group definition 7,433
EBITDA published by Gaz de France 5,666
- - Capital gains / losses from tangible and intangible assets sales (64)
- - Mark-to-Market of operating financial instruments 87
+ Provision accruals on current assets 16 - Restructuring costs 2
= Gaz de France EBITDA based on the new Group definition 5,707
Pro forma EBITDA of GDF SUEZ - unaudited 13,140
(1) Items reported under interest income excluded
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New Group pro forma summary P&L
-------------------------------
2007 pro forma unaudited data (in (euro)m)
Revenues 74,252
Purchases (35,397)
Personnel costs (10,767)
Depreciation, amortization and provisions (4,197)
Other operating income (loss) (15,552)
Current operating income 8,339
Mark-to-Market on commodity contracts other than trading instruments (19)
Impairment (146)
Restructuring costs (45)
Disposals of assets, net 403
Income from operating activities(1) 8,532
Net financial cost (797)
Other financial income (expense) (210)
Income tax (1,409)
Share in net income of associates 527
Net income 6,643
o/w attributable to parent company shareholder 5,566
o/w minority interest 1,077
(1) Current operating income defined as operating income before mark-to-market on commodity
contracts other than trading instruments, impairment, restructuring costs and disposals of
assets, net
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Preliminary allocation of acquisition goodwill (in (euro)Bn)
6.3 5.3 2.3 0.4 5.2
Step-up Step-up Step-up Step-up Deferred tax
concession tangible intangible associates (liability)
assets assets assets
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Shareholding structure of Gaz de France and SUEZ(1)
Gaz de France shareholders (undiluted) SUEZ shareholders (undiluted)
-------------------------------------- -----------------------------
Million Million
shares In % shares In %
- -------------------------------------------- ---------------------------------------------
French State 785% 79.8 SUEZ employees 38.9 3.0%
Gaz de France employees 19.7% 2.0 GBL 122.8 9.4%
Institutional investors 108.4% 11.0 Credit Agricole Group 15.9 1.2%
SUEZ 9.8% 1.0 CDC Group 38.4 2.9%
Individual investors 42.3% 4.7 Areva 27.6 2.1%
Total, excluding CNP Assurances Group 24.8 1.9%
treasury stock 965.2% 98.5
Sofina 16.5 1.3%
Treasury stock 18.7% 1.5
Gaz de France 8.0 0.6%
Total 983.9% 100.0
Other 980.4 74.9%
Total, excluding
treasury stock 1,273.2 97.3%
Treasury stock 35,7 2,7%
Total 1,308.9 100,0%
(1) Shareholding as of May 22, 2008
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Proforma GDF SUEZ shareholding structure
Undiluted GDF SUEZ Diluted GDF SUEZ shareholding
shareholding structure (1,2,3) structure (1,2,3,4)
------------------------------ -----------------------------
Million Million
shares In % shares In %
State 781.4 35.7% State 781.4 35.0%
Gaz de France employees 24.8 1.1% Gaz de France employees 24.8 1.1%
Institutional investors 108.4 4.9% Institutional investors 108.4 4.9%
Gaz de France public 40.7 1.9% Gaz de France public 40.7 1.8%
SUEZ employees 37.1 1.7% SUEZ employees 37.1 1.7%
GBL 117.2 5.3% GBL 117.2 5.2%
Credit Agricole Group 15.1 0.7% Credit Agricole Group 15.1 0.7%
CDC Group 36.7 1.7% CDC Group 36.7 1.6%
Areva 26.4 1.2% Areva 26.4 1.2%
CNP Assurances Group 23.6 1.1% CNP Assurances Group 23.6 1.1%
Sofina 15.8 0.7% Sofina 15.8 0.7%
SUEZ other 935.9 42.7% SUEZ other 935.9 41.9%
Option-related dilution - - Dilution 50.6 2.3%
Total, excluding Total, excluding
treasury stock 2,163.0 98.7% treasury stock 2,213.6 99.0%
Treasury stock 28.5 1.3% Treasury stock 21.3 1.0%
Total 2,191.5 100.0% Total 2,234.9 100.0%
Notes
(1) Based on the shareholding structure of SUEZ and Gaz de France as of May 22, 2008
(2) Taking into account the bonus shares of Gaz de France: grant of 3.6 million bonus Gaz de
France shares transferred from the State to the Gaz de France employees and 1.5 million Gaz de
France shares granted to the employees of Gaz de France and bought back on the market For
SUEZ, grant of 6.8 million SUEZ shares paid in treasury stock
(3) SUEZ treasury stock and ownership interest of Gaz de France in SUEZ not exchanged in GDF SUEZ
shares
(4) Taking into account of dilutive instruments: For Gaz de France, no dilutive instruments For
SUEZ, taking into account stock options post operation
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Composition of the Board of Directors
Initially 24 members*
(1) Nominated within 6 months after the merger
(2) Consultative (non-voting)
slide31
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Committees of the Board of Directors
Ethics, Environement Audit committee
and Sustainable ---------------
development committee o 3 to 6 members
---------------------
o 3 to 5 members o 2/3 independent members at
All committees least (in accordance with
chaired by an o 1/2 independent members the Bouton Report
independent at least
director o Meetings: 4 times a year at
o Meetings: once a least, in particular before
year at least each half year and annual
closing
Strategy and
Investments committee Appointments committee Compensation committee
- --------------------- ---------------------- ----------------------
o 3 to 5 members o 3 to 5 members o 3 to 5 members
o 1/2 independent o 1/2 independent members o 1/2 independent members
members at least at least at least
o Meetings: once a year at least o Meetings: twice a year
slide32
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Operational structure of GDF SUEZ
Chairman and CEO - Gerard Mestrallet
Vice-Chairman, President - Jean-Francois Cirelli Energy Policy Committee
- ------------------------------------------------ -----------------------
- ---------------------------------------------------------------------------------------------------
Energy France Henri Ducre
- ------------------------- ----------------------------------------------------------------------
Energy Europe & Jean-Pierre Hansen
International Dirk Beeuwsaert (deputy)
----------------------------------------------------------------------
Energy Energy Europe Energy International
Benelux - Germany Pierre Clavel Dirk Beeuwsaert
Jean-Pierre Hansen
- ------------------------- ----------------------------------------------------------------------
Global Gas and LNG Jean-Marie Dauger
- ------------------------- ----------------------------------------------------------------------
Infrastructures Yves Colliou
- ------------------------- ----------------------------------------------------------------------
Energy services Jerome Tolot
===================================================================================================
Environment Jean-Louis Chaussa
- ------------------------- ----------------------------------------------------------------------
slide33
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Stable shareholding structure for SUEZ Environnement
o Shareholders' agreement between GDF SUEZ (35% of the capital of SUEZ Environnement) and
some of the main shareholders(1) of SUEZ representing approximately 47% of the capital of
SUEZ Environnement
o Initial duration of 5 years
o Reciprocal preemption right of the parties to the agreement
o Commitment of the parties not to acquire SUEZ Environnement shares in excess of the
threshold triggering the filing of a mandatory takeover bid
o Effective control of GDF SUEZ over SUEZ Environnement
o GDF SUEZ will name half the members of the Board of Directors
o The Chairman of the Board of Directors, who will have a casting vote, will be nominated
by the Board of Directors, based on the proposal of GDF SUEZ
o Full consolidation in the financial statements of GDF SUEZ
-----------------------------------------------
Stable ownership interest and effective control
of GDF SUEZ over SUEZ Environnement
-----------------------------------------------
(1) Shareholders' agreement between, in addition to GDF SUEZ: Areva, CDC, GBL, Groupe CNP
Assurances and Sofina
slide34
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A clearly defined role of the French State
o The State will be a shareholder of the new Group (approximately 35.7% of capital)
o Representation of the State at the Board of Directors (7 Directors)(1)
o Clear separation between the State as a shareholder and as a regulator
o Specific right of the State:
o Right to veto decisions related to disposal of assets located in France that could
negatively impact French national interests in the Energy sector
o Assets at stake: gas pipelines, assets related to distribution, underground storage and
LNG terminals
(1) 6 in May 2010
slide35
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Ambitious industrial objectives in all businesses
- ---------------------------------------------------------------------------------------------------
Energy Europe &
Energy France International Global Gas and LNG Infrastructures
- --------------------- ------------------------ ----------------------- -------------------------
o Develop multi- o Priority given to o Target reserves of o Increase regasification
energy offerings development in Europe 1,500 mboe(1) capacity in France
and in Belgium to
o Reach 20% market o Strengthening of o Continue diversifying 44 bcm3 / year
share of "retail" development areas and optimizing gas in 2013
power market internationally sourcing portfolio
o Expand storage
o Increase generation o Development of o Reinforce the group's capacity in Europe
capacity generation capacity leading position in (+35% between 2006
LNG in the Atlantic and 2013)
--------------------------------------------- basing
Objective: 100 GW managed capacity o Increase the group's
by 2013, of which more than > Grow contracted transmission
10 GW(2) in France volumes by 30% capacities by 15%
> Grow unloading
capacity in the
Atlantic basin
by 85%
Energy services Environment
- ------------------------ --------------------------
o Leverage the strategic o Growth strategy focused
fit between Gaz de on Europe
France and SUEZ on
the short term o Grow selectively
internationally through
o Accelerate profitable the implementation of
development on the new business models:
basis of:
> Strong know-how in > Management contracts
optimizing energy > Long term joint
facilities ventures/partnerships
> Complete multi- > Innovative financial
service offers arrangements
> A unique
European network
(1) Mainly through external growth
(2) Includes Tricastin and Chooz
slide36
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A sustained industrial capex program
Indicative split of annual capex((1)),
average between 2008-2010
------------------------------------------------------
Average annual capex of (euro)10bn (1) between 2008-10
and more than (euro)8bn (1) capex in 2008
------------------------------------------------------
(1) Industrial investments (maintenance and development) which mainly relate to organic growth
capex
slide37
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Confirmed potential for operational synergies
of approximately (euro)1bn per year by 2013
Pre-tax annual impact
post impact of remedies
o/w 2008-2010 Annual total 2013
Gas sourcing (euro)100m > (euro)180m
-------------------------------------
Scale effect Other procurement (euro)120m > (euro)120m
-------------------------------------
Operating costs (euro)90m >
-------------------------------------
Supply and (euro)320m
commercial costs (euro)80m(1)>
-------------------------------------
Operationa
synergies Complementarity Revenue synergies (euro)350m
-------------------------------------
TOTAL (euro)390m > (euro)970m
(recurring)
-------------------------------------
- --------------------------
Financial optimisation ==> ~ (euro)1bn
- --------------------------
Non-recurring implementation costs: (euro)150m for short term synergies and (euro)150m for
medium term synergies
(1) Short term synergies partially non-recurring
slide38
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Synergies related to gas sourcing (1):
scale effect and optimisation
Sourcing synergies o Reduction in sourcing costs
X Enhanced bargaining power towards suppliers
and diversification of supply sources
Optimisation of price and risk profile 180
o Further optimisation of sourcing portfolio
X Establishment of an extended asset base (long
term contracts, LNG, gas-fired power plants,...)
X Enhanced use of gas swaps X Enhanced gas / power
arbitrage
o Enhanced LNG arbitrage
ST MT
(euro)100m (euro)180m X Asset optimization (terminals, long term contracts,
LNG tankers, liquefaction, E&P)
X Market arbitrage (particularly across the Atlantic basin)
----------------------------------------------------------------
(euro)100m pre-tax annual synergies available in the short term
(euro)180m pre-tax annual synergies available in the medium term
----------------------------------------------------------------
(1) After remedies
slide39
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Clear procurement savings (other than energy)
Procurement savings o Joint procurement management and operational integration
(other than energy)
X Bargaining power bolstered due to volume effects
X Use of master contracts
X Best practices implementation
X Establishment of a common platform
o Insurance purchases
o Information technology systems purchases
Study carried out in H2 2006 with the support of an
independentconsultant who confirmed the estimates prepared
in May 2006
ST MT
(euro)120m (euor)120m
---------------------------------------------------------------------------
(euro)120m pre-tax annual synergies available in the short and medium terms
---------------------------------------------------------------------------
slide40
|  |
Operational costs synergies confirmed
within the new group perimeter
Operational, supply and o Short term operational cost reductions
commercial costs synergies
X Streamlining of structure costs (volume effects on
external costs: communication, consultancy, IT...)
X Pooling of expertise and decision centres
o Development of multi-energy offerings
X Reduction in non-recurring new client acquisition costs
ST MT X Energy production synergies
(euro)170m (euro)320m X Supply synergies
o Further operational cost savings in the medium term
X Further deployment of the procurement optimisation
program
X Optimisation of resources and structures
- Pooling of information technology systems
- Creation of joint-platforms for support services
- Streamlining of overhead costs
-----------------------------------------------------------------------------------------
(euro)170m pre-tax annual synergies available in the short term (euro)320m pre-tax annual
synergies available in the medium term
-----------------------------------------------------------------------------------------
slide41
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Revenue synergies over the medium term as a materialization
of operational complementarities
Revenue synergies o Additional electricity production
capacities in Europe based on the existing
assets of the partner
- Client portfolios
- Gas supply and storage capacities
o Development of an integrated LNG chain based
notably on the regasification capacities in the
ST MT Atlantic Basin
(euro) 350m - Minority interests in the exploration and
production and in a liquefaction train
- LNG marketing on various markets
-------------------------------------------------
Revenue synergies generating over the medium term
a margin of (euro)350m per year before taxes
-------------------------------------------------
slide42
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Preparing the integration process
o A dedicated organisation in charge of preparing and implementing the integration process
o Numerous in-depth projects already completed since the announcement of the merger project
Strategic and operational leadership
------------------------------------
o Joint integration team
o Three divisions in charge of the integration process
- ---------------------------------------------------------------------------------------------------
|
|
- ---------------------------------------------------------------------------------------------------
Process management Synergy management Change management
- ------------------ ------------------ -----------------
o 46 workshops identified o Program for operational o A process carried out together
o Joint strategic and synergies of approximately with the Human Resource and
operational pilots (euro)1bn per year by 2013 Communications Departments
---------------------------------------------------
GDF SUEZ will operational as from merger completion
---------------------------------------------------
slide43
|  |
Opinions on transaction consideration
Opinions to SUEZ Opinions to Gaz de France
Fairness opinion on exchange terms issued by Report by Messrs Ledouble, Ricol et Baillot,
BNP Paribas and JP Morgan as advisor to SUEZ ((commissaires a la fusion))
Fairness opinion on exchange terms issued by Fairness opinion on exchange terms issued by
HSBC as advisor to SUEZ Board Merrill Lynch and Lazard Freres as advisor to
Gaz de France and fairness bank to Gaz de France
((Attestation d'equite)) (fairness opinion) board
from Oddo as an independant expert
Fairness opinion on exchange terms issued by
Report by Messrs Ledouble, Ricol et Baillot, Goldman Sachs International as fairness bank to
((commissaires a la fusion)) Gaz de France board
slide44
|  |
Merger legal steps
3------------- SUEZ Shareholders Gaz de France Shareholders
| | |
Distribution by SUEZ to | ---------------------------- --------------------------
its shareholders (other | SUEZ GDF 4 GDF SUEZ merger
than itself) of 65% of | -----------------------------------------------------------
SEC shares post- 100%
contribution |
SUEZ
ENVIRONMENT Rivolam
COMPANY (SEC) | 1
| Merger-absorbtion
| of Rivolam by Suez
| 100% |
2 100% ------------
------ SUEZ
Contribution by SUEZ ENVIRONNEMENT
to SEC of 100% of SUEZ
slide45 Environnement shares
|  |