Suez 425 Business combination disclosure

Filed by: Gaz de France

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 25, 2008

On June 16, 2008 the following slide show was presented by Gaz de France and Suez during a telephone conference with financial analysts concerning the proposed merger of Gaz de France and Suez. This slide show is available on Gaz de France’s web site.

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 Environment (or any company holding the Suez Environment Shares) or Gaz de France, nor shall there be any offer, solicitation, purchase, sale or exchange of securities in any jurisdiction (including the United States, 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 Environment shares (or the shares of any company holding the Suez Environment 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 theAutorité 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, and for this purpose, has filed on June 16, 2008, with the United States Securities and Exchange Commission (“SEC”), a registration statement on Form F-4 , which includes a prospectus.Investors are strongly advised to read the information document filed with the AMF, the registration statement and the prospectus, 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.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 atwww.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 atwww.amf-france.org or directly from Gaz de France on its web site atwww.gazdefrance.com or directly from Suez on its website atwww.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 with theAutorité des marchés financiers(“AMF”) made by Gaz de France and Suez, including those listed under “Facteurs de Risques” in theDocument de Référencefiled by Gaz de France with the AMF on May 15, 2008 (under no: R.08-0056) and any update thereto and in the Form F-4 filed with the SEC on June 16, 2008, as well as any other documents filed by Gaz de France with the SEC; and in theDocument de Référencefiled by Suez on March 18, 2008 (under no: D.08-0122) and its update filed on June 13, 2008 (under no: 08/126), the prospectus relating to 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 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.

* * * *

June

2008

A new World Leader in Energy

2

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

Autorité

des

marchés

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

Référence

filed

by

Gaz

de

France

with

the

AMF

on

May

15,

2008

(under

no:

R.08-056),

in

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

n°:

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.

3

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

July 2008: birth

of a World Leader in Energy

1

5

Birth of a World Leader in Energy

Leader in natural gas in Europe

A

# 1

purchaser

A

# 1 transmission and distribution network

A

# 2  European

storage

operator

Leader in electricity

A

#

5 power producer and supplier in Europe

A

#

2 French power producer

A

World leader

in IPPs

(1)

World leader in LNG

A

# 1

importer and buyer in Europe

A

# 2 LNG terminal operator

A

Leader in the Atlantic basin

European leader in energy services

(1) Independent Power Producers

(1) Published data

(2) Proportional

consolidation

of

Endesa

as

from

October,

2007

74

69

60

47

44

43

34

27

24

21

17

16

10

2007 revenues

(1)

-

€

billion

Main utilities in the world

6

An industrial player with powerful assets

A unique combination of businesses

A

Active in the entire energy value chain

A

Multi-energy offering

A

Strategy fit between the energy and services businesses

Strong flexibility

in energy generation and supply

A

Diversified and efficient power generation mix

A

Strong capacity for gas-electricity arbitrage

A

Diversified gas supplies with a strong LNG component

A

Optimisation

at a global scale (LNG) and on the European market (storage)

A

major

player

in

sustainable

development

A

CO

2

light generation capacities

A

High portion of renewable energies

A unique opportunity to strengthen commercial development

opportunities of both Groups and to increase their strategic leverage

in a sector undergoing major changes

7

Merger terms subject to the vote of the EGMs

21 Gaz

de France shares

for

22 SUEZ shares

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)

Number of shares for the new Group:

2,19bn

(3)

(including 28.5 millions

treasury stocks)

Ticker

of

the

new

Group:

GSZ

Proforma

shareholding

structure

(3)

1.7%

2.8%

1.2%

1.1%

5.3%

52.2%

35.7%

Others

State

GBL

Employees

CDC

Areva

CNP Assurances

(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

8

A merger in July 2008

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

Planned calendar and next steps

Extraordinary and Ordinary General Meeting of the shareholders of

SUEZ

Completion of the merger by absorption of SUEZ within Gaz de France

Listing of the GDF SUEZ shares

July 16, 2008

July 22, 2008

Extraordinary and Ordinary

General

Meeting of the shareholders of

Gaz de France

July 16, 2008

Listing of the SUEZ Environnement shares on the Euronext Paris

and Euronext Brussels markets

9

GDF SUEZ will

be

in working

order

as soon

as the merger

is

effective

GDF SUEZ organization

now

defined

A

Role

of

the

different

management

levels

Headquarter

-

Divisions

-

Business

units

A

Definition

of the management process

of functional

departments

Divisional

and functional

organization

project

now

stabilized

Operating interfaces between different Divisions already prepared

Managers appointed

before

the merger

Action plan for change management

10

Remedies

implementation

status

(1)

Disposal of the

57.25% SUEZ stake in Distrigas

for €2.7bn

A

Agreement signed with ENI on May 29, 2008

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)

A

Increase

of

the

stake

of

the

Group

in

the

Zeebrugge

terminal

to

60%

with

the

creation

of Fluxys

International

Disposal of

Cofathec

Coriance

for €44.6m

A

Agreement signed with A2A on May 29, 2008

Disposal of the

25.5% Gaz

de France stake in SPE

A

Exclusivity period with EDF

(1) Contingent on the completion of the merger

Commitments to the European Commission on other remedies are being implemented in agreement with the Commission

Implementation of the remedies in compliance

with the commitments to the European Commission

11

Acquisition of ENI energy assets

Virtual power production (VPP) capacity of 1,100 MW in Italy for

20-years

A

Total production capacity of the Group in Italy raised to 4,600 MW, an increase

of approximately 1/3

A

Acquisition price of €1.2bn

Natural gas distribution network of the city of Roma

A

5,300 km of gas lines, 1.5bcm/year and 1.2 million access points

A

Acquisition price of €1.1bn

Exploration & Production Assets

A

United Kingdom, Gulf of Mexico, Egypt, Indonesia

A

Acquisition price of €273m

Supply contract for 4bcm/year of natural gas in Italy over 20 years

A

Option

for

an

additional

supply

contract

for

delivery

in

Germany

of

2.5bcm/year

over

11

years

Supply contract for 900 millions cm/year of LNG in the Gulf of Mexico over 20 years

The new Group strengthens its footprint in Italy

and in upstream gas activities

12

Governance: composition of the new Board of Directors

10 directors

proposed

by Suez

including

10 directors

proposed by Gaz

de France

including

4 employee

representatives

including 3 representatives elected by the employees

and

1

representative

of

the

employee

shareholders

elected

by

the

General

Meeting

Vice-Chairman and President

Jean-François Cirelli

7 State representatives nominated by order,

in accordance with the law

Chairman and CEO

Gérard

Mestrallet

5 Board committees all chaired by an independent director

Audit

Committee,

Appointments

Committee,

Compensation

Committee,

Ethics,

Environment

and

Sustainable

development

Committee,

and

Strategy

and

Investments

Committee

Board of Directors consisting of 24 members:

2

An ambitious and value-creating

industrial development

14

An ambitious

development

strategy

Consolidate leadership positions

in domestic markets:

A

France

A

Benelux

Leverage complementarities

to strengthen customer offerings:

A

Dual gas/electricity offers

A

Innovative energy services

Boost its ambitious strategy

of industrial development, notably in:

A

Upstream gas activities (E&P, LNG)

A

Infrastructures

A

Power generation, in particular nuclear and new & renewable energies 

Accelerate

growth

in all businesses lines in Europe

Strengthen development areas internationally

(Brazil, Thailand, the USA, Middle East, Turkey,

Russia...)

A

Development of the IPP business in new fast-growing markets

A combination consistent with both Groups’

strategies

and allowing to boost their development

15

A steady and consistent industrial development

Development

in

natural gas,

LNG and

infrastructures

Development in

energy services

In Energy services, many new contracts

France and Belgium:

green electricity from biogas contract (Aix en Provence), Fabricom

GTI

preferred bidder for construction and maintenance of electromagnetic devices of the Antwerp

Ring

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)

Middle East:

strategic

partnership

in

Qatar

for

the

development

of

new

cities

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

LNG supply contracts:

extension of the Sonatrach

contract, new supply contracts of 3.2 bcm

of

natural

gas

with

Norsk

Hydro

over

4

years

in

the

UK

and

of

10

bcm

with

Shell

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)

COD of a new gas tanker (Gaselys)

Extension of storage capacity in the UK and in Romania

16

A steady and consistent industrial development

Increase in

power generation

capacity

Development in

environment

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 Valencia) and in Chile via AGBAR (Essal)

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)

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, Degrémont contracts in India and Middle-East

Hydraulic capacities:

Jirau (3,300 MW) and Ponte de Pedra (176 MW) in Brazil,

La Verna in France

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  286,000 cm/day), Astoria in New York

(575 MW), coal-fired power plant in Thailand (660 MW), CCGT France (Cycofos, Montoir) and

peak power plant at Saint Brieuc

Acquisition of 79% of Elettrogrees, operator in the electricity wholesale market in Italy

Wind capacities:

Canada, France and Portugal

Co-generation capacities:

6 power plants in Italy (370 MW)

Securization of supply needs in enriched uranium:

ownership interest agreement in George

Besse II plant

17

A strong

financial

profile

2007 IFRS proforma

(1)

unaudited

data

In €bn

Revenues

74.3

EBITDA

13.1

Current

operating income

8.3

Net income group share

5.6

Net income group share

per share

€2.56/share

Capex

9.2

(2)

Net financial

debt

15.8

Shareholders’

equity

67

A financial structure that sustains the

ambitious

strategy of industrial growth

A

Low gearing

A

Strong potential for cash flow generation

A key stock in the energy sector

A

Among the top 3 listed utilities

Accounting consequence from the merger

A

Allocation of €14.3bn goodwill to the assets of

Gaz

de France (from an accounting perspective,

reverse acquisition of Gaz

de France by SUEZ)

A

Post allocation, residual goodwill

amounts to €17.1bn

(1)

A

Generation of an amortization charge

(1)

of

approximately €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

Financial profile GDF SUEZ

18

Strong prospects for profitable growth

EBITDA

(1)

target of

€17bn

in 2010

Potential

for

operational

synergies

of

approximately

€1bn

per

year

in

2013

Average annual capex

of

€10bn

(2)

between 2008–10

Strict financial discipline

Ratings target:

Strong A

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

19

An attractive shareholder remuneration policy

Dynamic dividend policy

targeting

an

attractive yield

compared to the sector average

A

Target payout ratio:

above 50%

of Group recurring net income

A

Average annual growth in dividend per share of

10% to 15%

between dividend

paid in 2007

(1)

and dividend paid in 2010

Additional shareholder return through:

A

Exceptional dividends

A

Share buy backs

(1) Based

on

the

Gaz

de

France

dividend

paid

in

2007

and

related

to

fiscal

year

2006

(

€1.1

per

share);

SUEZ

shareholders

will

also

benefit

from

dividends

distributed

by

SUEZ

Environnement

from

2009

for

fiscal

year

2008

3

Communication calendar

21

2008 Half-Year Results

August

31,

2008

A

Presentation of H1 2008 results of SUEZ and Gaz

de France

(on a stand alone basis)

A

Presentation of H1 2008 pro forma results of GDF SUEZ

(on a non segmented basis)

Planned

communication calendar

2008 GDF SUEZ Investor Day: Q4 2008

A

Strategic update post-merger, notably on integration, synergies,

investments program and mid-term outlook for GDF SUEZ

A

Presentation of GDF SUEZ pro forma results by Division

4

Conclusion

23

A merger on track

Creation of a World Leader in Energy

A

strong

value-creating

potential

for

industrial

development

A

dynamic remuneration policy

for shareholders

GDF SUEZ in working order

as

soon as the merger is effective

5

Appendices

1.

Financial Data

2.

Governance and organisation

3.

Prospects and industrial strategy

4.

Integration

25

Definition of EBITDA applied to the new Group

8,339

Current Operating Income (combined proforma)

(1)

4,197

+ Depreciation, amortization

and provisions

(1)

123

+ Share-based payments

481

+ Net disbursements under concession contracts

13,140

Combined unaudited pro forma EBITDA of GDF SUEZ (2007 scope)

(1) Post impact of preliminary estimate of "Purchase Price Allocation" (+€750m in depreciation & amortization)

2007 pro forma unaudited data in €m

26

From previous published numbers

to EBITDA of the new Group

7,965

EBITDA published by SUEZ

126

-

Pensions

and

other

similar

provisions

reversals

/

accruals

(1)

(200)

-

Financial income

(excluding

interests

received)

(458)

-

Share in net income of associates

7,433

= SUEZ EBITDA based on the new Group definition

(1) Items reported under interest income excluded

5,666

EBITDA published by Gaz de France

(64)

-

Capital gains / losses from tangible and intangible assets sales

87

-

Mark-to-Market of operating financial instruments

16

+ Provision accruals on current assets

2

-

Restructuring costs

5,707

= Gaz de France EBITDA based on the new Group definition

13,140

Pro forma EBITDA of GDF SUEZ -

unaudited

2007 pro forma unaudited data (in €m)

27

New Group pro forma summary P&L

74,252

Revenues

(35,397)

Purchases

(10,767)

Personnel costs

(4,197)

Depreciation, amortization and provisions

(15,552)

Other operating income (loss)

8,339

Current operating income

(19)

Mark-to-Market on commodity contracts other than trading instruments

(146)

Impairment

(45)

Restructuring costs

403

Disposals of assets, net

8,532

Income from operating activities

(1)

(797)

Net financial cost

(210)

Other financial income (expense)

(1,409)

Income tax

527

Share in net income of associates

6,643

Net income

5,566

o/w attributable to parent company shareholder

1,077

o/w minority interest

2007 pro forma unaudited data (in €m)

(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

28

Preliminary

allocation of acquisition goodwill (in €Bn)

Step-up

concession

assets

Net assets

historical

costs

Initial goodwill

Residual

goodwill

Net assets

fair

value

Step-up

tangible

assets

Step-up

intangible

assets

Step-up

associates

Deferred tax

(liability)

16.2

26.2

6.3

5.3

2.3

0.4

30.5

11.9

5.2

17.1

25.3

29

Shareholding structure of Gaz

de France and SUEZ

(1)

In %

Million

shares

79.8%

785

French State

2.0%

19.7

Gaz de France employees

11.0%

108.4

Institutional

investors

1.0%

9.8

SUEZ

4.7%

42.3

Individual

investors

98.5%

965.2

Total, excluding treasury stock

1.5%

18.7

Treasury

stock

100.0%

983.9

Total

In %

Million

shares

3.0%

38.9

SUEZ employees

9.4%

122.8

GBL

1.2%

15.9

Crédit Agricole Group

2.9%

38.4

CDC Group

2.1%

27.6

Areva

1.9%

24.8

CNP Assurances Group

1.3%

16.5

Sofina

0.6%

8.0

Gaz de France

74.9%

980.4

Other

97.3%

1,273.2

Total, excluding treasury stock

2,7%

35,7

Treasury

stock

100,0%

1,308.9

Total

(1) Shareholding as of May 22, 2008

Gaz

de France shareholders (undiluted)

SUEZ shareholders

(undiluted)

30

Proforma

GDF SUEZ shareholding structure

Million

shares

In %

State

781.4

35.7%

Gaz de France employees

24.8

1.1%

Institutional

investors

108.4

4.9%

Gaz de France public

40.7

1.9%

SUEZ employees

37.1

1.7%

GBL

117.2

5.3%

Crédit Agricole Group

15.1

0.7%

CDC Group

36.7

1.7%

Areva

26.4

1.2%

CNP Assurances Group

23.6

1.1%

Sofina

15.8

0.7%

SUEZ other

935.9

42.7%

Option-related

dilution

-

-

Total, excluding treasury stock

2,163.0

98.7%

Treasury stock

28.5

1.3%

Total

2,191.5

100.0%

Million

shares

In %

State

781.4

35.0%

Gaz de France employees

24.8

1.1%

Institutional

investors

108.4

4.9%

Gaz de France public

40.7

1.8%

SUEZ employees

37.1

1.7%

GBL

117.2

5.2%

Crédit Agricole Group

15.1

0.7%

CDC Group

36.7

1.6%

Areva

26.4

1.2%

CNP Assurances Group

23.6

1.1%

Sofina

15.8

0.7%

SUEZ other

935.9

41.9%

Dilution

50.6

2.3%

Total, excluding treasury stock

2,213.6

99.0%

Treasury stock

21.3

1.0%

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

Undiluted GDF SUEZ

shareholding structure

(1,2,3)

Diluted GDF SUEZ

shareholding structure

(1,2,3,4)

31

Composition of the Board

of Directors

Initially

24 members*

Gérard

Mestrallet

(2012)

Paul Desmarais

Jr

(2012)

René

Carron

(2011)

Thierry

de Rudder (2011)

Etienne

Davignon

(2010)

Edmond

Alphandery

(2011)

Jacques

Lagarde (2012)

Anne Lauvergeon

(2012)

Lord Simon

of Highbury (2012)

Aldo Cardoso

(2011)

State

Representative

Philippe Lemoine

(2012)

(2)

Richard Goblet d’Alviella

(2012)

(2)

Representative

of

the

employees

(1)

* reduced

to 22 members

in 2010

SUEZ

Gaz de France

(censor)

(censor)

(1) Nominated within 6 months after the merger

(2) Consultative (non-voting)

Shareholders

Albert Frère

(2011)

Jean-François

Cirelli

(2012)

Jean-Louis Beffa

(2012)

State

Representative

State

Representative

State

Representative

State

Representative

State

Representative

State

Representative

Representative

of

the

employees

(1)

Representative

of the

employees

(1)

Representative

of

the

employees

(1)

32

Committees

of the Board

of Directors

3 to 5 members

1/2 independent

members

at

least

3 to 5 members

1/2 independent

members

at

least

Meetings: once a year

at

least

Strategy

and Investments

committee

3 to 6 members

2/3 independent

members

at

least (in

accordance with

the Bouton Report

Meetings: 4 times a year

at

least, in

particular

before

each

half

year

and

annual

closing

Audit committee

All committees

chaired

by an independent

director

3 to 5 members

1/2 independent

members

at

least

Meetings: twice

a year

at

least

Compensation committee

3 to 5 members

1/2 independent

members

at

least

Meetings: once a year

at

least

Appointments

committee

Ethics, Environement

and Sustainable

development

committee

33

Operational structure of GDF SUEZ

Chairman and CEO –

Gérard Mestrallet

Vice-Chairman, President –

Jean-François Cirelli

Energy

Policy

Committee

Jean-Pierre Hansen

Dirk Beeuwsaert (deputy)

Energy France

Henri Ducré

Energy Europe &

International

Global Gas and LNG

Jean-Marie Dauger

Infrastructures

Yves Colliou

Energy services

Jérôme Tolot

Environment

Jean-Louis Chaussade

Energy

Benelux -

Germany

Jean-Pierre Hansen

Energy Europe

Pierre Clavel

Energy International

Dirk Beeuwsaert

34

Stable shareholding structure for SUEZ Environnement

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

Initial duration of

5

years

Reciprocal preemption right of the parties to the agreement

Commitment

of

the

parties

not

to

acquire

SUEZ

Environnement

shares

in

excess

of

the

threshold

triggering the filing of a mandatory takeover bid

Effective control of GDF SUEZ

over SUEZ Environnement

GDF SUEZ will name half the members of the Board of Directors

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

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

35

The State will be a shareholder of the new

Group

(approximately 35.7% of capital)

Representation of the State at the Board of Directors

(7 Directors)

(1)

Clear separation

between the State as a shareholder and as a regulator

Specific right

of the State:

Right to veto decisions related to disposal of assets

located in France that could negatively impact French

national interests in the Energy sector

Assets at stake: gas pipelines, assets related to distribution, underground storage and LNG terminals

A clearly defined role of the French State

(1)

6 in May 2010

36

Ambitious industrial objectives in all businesses

Develop multi-

energy offerings

Reach 20% market

share of “retail”

power market

Increase generation

capacity

Priority given to

development in

Europe

Strengthening of

development areas

internationally

Development of

generation capacity

Target reserves of

1,500 mboe

(1)

Continue diversifying

and optimizing gas

sourcing portfolio

Reinforce the group’s

leading position in

LNG in the Atlantic

basing

Grow contracted

volumes by 30%

Grow unloading

capacity in the Atlantic

basin by 85%

Increase regasification

capacity in France and

in Belgium to

44 bcm³

/ year in 2013

Expand storage

capacity in Europe

(+35% between 2006

and 2013)

Increase the group’s

transmission

capacities by 15%

Leverage the

strategic fit between

Gaz

de France and

SUEZ on the short

term

Accelerate

profitable

development on the

basis of:

Strong know-how in

optimizing energy

facilities

Complete multi-service

offers

A unique European

network

Growth strategy

focused on Europe

Grow selectively

internationally

through the

implementation of

new business

models:

Management contracts

Long term

joint

ventures/partnerships

Innovative

financial

arrangements

(1) Mainly through external growth

(2) Includes Tricastin

and Chooz

Energy

France

Energy

Europe

& International

Global Gas

and LNG

Infrastructures

Energy

services

Environment

Objective: 100 GW

managed

capacity by 2013, of which more

than 10 GW

(2)

in France

37

A sustained industrial capex

program

Indicative split of annual capex

(¹)

,

average between 2008-2010

1.5-2.0

1.0-1.5

4.0-4.5

0.3-0.5

~ 1.5

1.0-1.5

In €bn

Average annual capex

of

€10bn

(1)

between

2008-10

and more than

€8bn

(1)

capex

in 2008

(1)

Industrial

investments

(maintenance

and

development)

which

mainly

relate

to

organic

growth

capex

Energy

France

Energy

Europe &

International

Global Gas

and LNG

Infrastructures

Services

Energy

Environment

38

Confirmed potential for operational synergies

of approximately €1bn per year by 2013

Scale effect

Complementarity

o/w

2008-2010

Operating costs

Revenue synergies

Supply and

commercial costs

Annual total 2013

€970m

(recurring)

€320m

€100m

€90m

€120m

€390m

€80m

TOTAL

Non-recurring implementation costs: €150m for short term synergies and €150m for medium term synergies

(1) Short term synergies partially non-recurring

Pre-tax annual impact

post impact of remedies

€180m

Gas sourcing

Other procurement

Financial optimisation

~ €1bn

€350m

€120m

1

39

Synergies related to gas sourcing

(1)

:

scale effect and optimisation

Reduction in sourcing costs

Enhanced bargaining power towards suppliers

and diversification of supply sources

Optimisation of price and risk profile

Further optimisation of sourcing portfolio

Establishment of an extended asset base (long term

contracts, LNG, gas-fired power plants,…)

Enhanced use of gas swaps

Enhanced gas / power arbitrage

Enhanced LNG arbitrage

Asset optimization (terminals, long term contracts, LNG

tankers, liquefaction, E&P)

Market arbitrage (particularly across the Atlantic basin)

€100m pre-tax annual

synergies available in the

short term

€180m pre-tax annual

synergies available in the

medium term

(1) After remedies

ST

€100m

MT

€180m

Sourcing synergies

40

Clear procurement savings (other than energy)

Joint procurement management

and operational integration

Bargaining power bolstered due to volume effects

Use of master contracts

Best practices implementation

Establishment of a common platform

Insurance purchases

Information technology systems purchases

Study carried out in H2 2006 with the support of an independent consultant who confirmed the estimates

prepared in May 2006

ST

€120m

MT

€120m

€120m

pre-tax annual synergies available

in the short and medium terms

Procurement savings

(other than energy)

41

Operational costs synergies confirmed

within the new group perimeter

Short term operational cost reductions

Streamlining of structure costs (volume effects on external

costs: communication, consultancy, IT…)

Pooling of expertise and decision centres

Development of multi-energy offerings

Reduction in non-recurring new client acquisition costs

Energy production synergies

Supply synergies

Further operational cost savings in the medium term

Further deployment of the procurement optimisation

program

Optimisation

of resources and structures

-

Pooling of information technology systems

-

Creation of

joint-platforms for support services

-

Streamlining of overhead costs

€170m

pre-tax

annual

synergies

available

in

the

short term

€320m

pre-tax

annual

synergies

available

in

the

medium term

ST

€

170m

MT

€

320m

Operational, supply and

commercial costs synergies

42

Revenue synergies over the medium term as a materialization

of operational complementarities

Additional electricity production capacities

in Europe  based on the existing assets

of the partner

Client portfolios

Gas supply and storage capacities

Development of an integrated LNG chain

based notably on the regasification capacities

in the Atlantic Basin

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 €350m

per year before taxes

ST

MT

€350m

Revenue synergies

43

Joint integration

team

Three

divisions

in

charge

of

the

integration

process

Preparing the integration process

A dedicated organisation

in charge of preparing and implementing the integration process

Numerous in-depth projects already completed since the announcement of the merger project

A process carried out together

with the Human Resource and

Communications Departments

Program for operational

synergies of approximately

€1bn per year by 2013

46 workshops identified

Joint strategic and operational

pilots

Process

management

Synergy

management

Change management

Strategic

and operational

leadership

GDF SUEZ will operational as from merger completion

44

Opinions on transaction consideration

Opinions to Gaz de France

Opinions to SUEZ

Fairness

opinion on exchange terms

issued

by BNP

Paribas and JP Morgan as advisor

to SUEZ

Fairness

opinion on exchange terms

issued

by HSBC

as advisor

to SUEZ Board

«

Attestation d’équité»

(fairness

opinion) from

Oddo

as an independant

expert

Report by Messrs

Ledouble, Ricol

et Baillot,

«

commissaires à

la

fusion

»

Report by Messrs

Ledouble, Ricol

et Baillot,

«

commissaires à

la

fusion

»

Fairness

opinion on exchange terms

issued

by

Merrill Lynch and Lazard Frères as advisor

to Gaz

de France and fairness

bank

to Gaz de France board

Fairness

opinion on exchange terms

issued

by

Goldman Sachs International as fairness

bank

to Gaz de France board

45

Merger

legal

steps

Gaz de France Shareholders

100%

SUEZ Shareholders

Merger-absorbtion

of Rivolam

by Suez

Contribution by

SUEZ to SEC of

100% of SUEZ

Environnement

shares

100%

Distribution

by SUEZ to its

shareholders

(other

than

itself) of 65%

of SEC shares

post-contribution

GDF SUEZ merger

Rivolam

100%

1

2

3

4