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: September 5, 2007
On September 3, 2007, Gaz de France and Suez presented the following slide show at a joint press conference held in Paris, France. On the same day, Gaz de France made the slide show available on its website atwww.gazdefrance.com.
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.
In connection with the proposed transactions, the required information document will be filed with theAutorité des marchés financiers(“AMF”) and, to the extent Gaz de France is required or otherwise decides to register the Gaz de France ordinary shares to be issued in connection with the business combination in the United States, Gaz de France may file with the United States 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 document filed with the AMF, the registration statement and the prospectus, if and 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.If and 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 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 April 27, 2007 (under no: R.07-046) and in theDocument de Référenceand its update filed by Suez on April 4, 2007 (under no: D.07-0272), 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. Except as required by applicable law, neither Gaz de France nor Suez undertakes any obligation to update any forward-looking information or statements.
* * * *
Gaz de France svez
Creation of a World Leader in Energy
September 3, 2007
GDF SVEZ
Creation of a World Leader in Energy
September 3, 2007
Disclaimer
Important Information
This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Suez, Suez Environment securities (or securities of any company holding the Suez Environment Shares) or Gaz de France, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States, Germany, Italy and Japan) in which such offer, solicitation or 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 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 document will be filed with the Autorité des marchés financiers (“AMF”) and, to the extent Gaz de France is required or otherwise decides to register the Gaz de France ordinary shares to be issued in connection with the business combination in the United States, Gaz de France may file with the United States 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 document filed with the AMF, the registration statement and the prospectus, if and 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. If and 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 and their combined businesses after completion of the proposed business combination. 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 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 with the Autorité des marchés financiers (“AMF”) made by Gaz de France and Suez, including those listed under “Facteurs de Risques” in the Document de Référence filed by Gaz de France with the AMF on April 27,2007 (under no: R.07-046) and in the Document de Référence and its update filed by Suez on April 4, 2007 (under no: D.07-0272), 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. Except as required by applicable law, neither Gaz de France nor Suez undertakes any obligation to update any forward-looking information or statements.
3
Table of contents
1. Transaction summary
2. Creation of a global leader specialised in energy
3. A value-creating transaction for all stakeholders
4. Well-balanced and fair merger terms
5. Floatation of SUEZ’s Environment business, one of the world leader in water and waste services
6. A business organisation geared towards efficiency and action
7. Conclusion
4
1
Transaction summary
5
Description of the transaction
Terms of the merger project
New outline of the merger project approved by the board of directors of the two Groups
Support of the main shareholders
Merger of equals based on an exchange ratio of 21 Gaz de France shares for 22 SUEZ shares
French state to hold more than 35% of GDF SUEZ
Simultaneous distribution of 65% of SUEZ’s Environment business to SUEZ shareholders
A stable shareholding of 35% in SUEZ’s Environment business to be maintained
Next steps and timetable
Consultation of the employee representative bodies of both Groups
Signing of the merger agreement by the boards of directors
Extraordinary General Meetings of SUEZ and Gaz de France
Timetable allowing completion of the merger as soon as possible, in 2008
6
Creation of a global leader specialised in energy
Leader in natural gas in Europe
#1 purchaser & supplier
#1 transmission & distribution network
#2 storage operator
Leader in electricity
#5 power producer and supplier in Europe
#2 French power producer
World leader in IPPs, strong positions in the United States, Brazil, Thailand, and the Middle East
World leader in LNG
#1 importer & buyer in Europe
#1 LNG terminal operator
Leader in the Atlantic bassin
European leader in energy services
2006 revenue – € billion
Main utilities in the world
72
68
59
44
39
37
24
20
20
16
15
13
12
10
GDF SUEZ
E.On
EDF
RwE
Enel1
Tepco (Japan)
Centrica
Iberdrola2
Endesa
Vattenfall
Constellation Energy (US)
Dominion Resources (US)
Duke Energy (US)
Gas Natural
Notes
1 Enel excluding Endesa
2 Pro forma for the acquisition of ScottishPower
7
A solid financial profile
A solid financial structure that reinforces an ambitious strategy for industrial growth
Low debt level
High potential for cash flow generation
Potential for financial structure optimisation
A key stock in the energy sector
~ €90bn pro forma market capitalisation*
Among the top 3 listed utilities
Financial profile
2006 combined pro forma unaudited data—in €bn GDF SUEZ ***
Revenues 71.9
EBITDA** 11.4
Current operating income 8.1
Net financial debt 13.9
* Based on spot share price as of 31/08/07. Before taking into account the impact of the distribution of 65% of SUEZ’s Environnement activities
** Sum of SUEZ EBITDA adjusted for provisions for renewals, associates, financial charges and Gaz de France EBITDA
*** Based on the global integration of SUEZ’s Environment activities
8
A clear and ambitious strategy
Consolidate leadership positions in domestic markets (France and Benelux)
Leverage complementarities to strengthen offers (dual gas/electricity offers, innovating energy services)
Priority given to growth in Europe in all business lines
Strengthen development outside Europe notably in fast-growing markets
Acceleration of an ambitious strategy of industrial development notably in upstream gas activities (E&P, LNG, etc.), infrastructures, and power generation
A combination consistent with both Groups’ strategies allowing to boost their development
9
Creation of a global leader specialised in energy
10
A common strategic vision underpinned by the acceleration of changes in the energy sector
Supply security and diversification in a context of growing energy dependence
Sustainable development and renewable energies challenges
Investment requirements in upstream gas activities, infrastructures, and electricity production
Acceleration in sector consolidation
Increased competition among gas suppliers
Complete deregulation of the energy-markets in Europe in July 2007
Recent changes in the energy sector have confirmed the relevance of the merger
11
An industrial player with powerful assets
A unique combination of businesses
Active in the entire energy value chain
Multi-energy offers
Geographic fit
A good flexibility in energy generation and supply
Diversified and efficient mix of power generation (nuclear, hydro, wind, thermal)
High capacity for gas-electricity arbitrage
Diversified gas supplies with a strong LNG component
Optimisation at a global scale (LNG) and on the European market (storage)
A major player in sustainable development
CO2 light generation capacities with a high portion of renewable energies
Leader in the promotion of innovative energy services
Natural fit of the two Groups Powerful industrial assets of the new Group
12
Coherent industrial developments
Gaz de France
Continued development in LNG: renewal of LNG tanker fleet, access to new markets (US and UK), commissioning of Fos Cavaou LNG terminal in early 2008, projects in development phase in Canada, Italy and India
Increase in storage capacities: 400bcm capacity in France, new capacities in Germany, Romania and the UK
Expansion in E&P: Njord field brought into production; first deliveries of LNG from Snøhvit expected by end of 2007
SUEZ
Increase in generation capacities worldwide
Development in nuclear production: R&D partnership with CEA, project studies in the UK, in Romania
Further expansion in LNG: permits obtained for offshore terminal off the coast of Boston
Numerous energy services agreements signed
Strengthening of partnerships in Spain: increased stake in Gas Natural to 11.3%, acquisition of Crespo y Blasco
Industrial development over the last months consistent with the strategy of the merged entity
13
Strong growth prospects for the Group
Growth factors
Strong demand for gas in Europe
Necessity to secure gas supplies
Need for new infrastructures
Globalisation of gas market through LNG
Growing role of LNG as a means of diversifying gas supplies
Strong demand for electricity worldwide
Need for electricity production capacities in Europe
Challenges of sustainable development
Complete deregulation of the energy market in Europe
Outsourcing and demand for energy efficiency
Development opportunities
Further strengthen a diversified, long-term gas supply portfolio
Develop in Exploration & Production
Expand storage capacities
Participate in infrastructure projects
Increase positions at all levels of the LNG chain
Global management of LNG resources
Strengthen diversified production mix: nuclear, renewables, thermal
Targeted development outside Europe, based on existing strongholds
Balanced positions between generation and supply
New third-generation nuclear capacities
New development opportunities
Multi-energy offers
Development of a global energy services offer
14
A value-creating transaction for all stakeholders
15
A solid financial profile
2006 combined pro forma unaudited financial data – In €bn(1)
SUEZ Gaz de France GDF SUEZ
Revenues 44.3 27.6 71.9
EBITDA(2) 6.2(3) 5.1 11.4
Current operating income 4.5 3.6 8.1
Net financial debt 10.4 3.5 13.9
Market capitalisation(4) 53.6 36.2 89.8
Significant financial flexibility that sustains the industrial strategy of GDF SUEZ and enables to take advantage of external growth opportunities
(1) | Based on the global integration of SUEZ’s Environment activities |
(2) Sum of SUEZ EBITDA adjusted for provisions for renewals, associates, financial charges and Gaz de France EBITDA (3) €200m adjustment for renewal provisions
(4) Based on spot share price as of 31/08/07. Before taking into account the impact of the distribution of 65% of SUEZ’s Environment activities
16
Confirmed potential for operational synergies of approximately €1bn per year in the medium term
Pre-tax annual impact
post impact of remedies
Operational synergies
Scale effect
Complementarity
Gas sourcing
Other procurement
Operating costs
Operating costs
Revenue synergies
TOTAL
2008-2010
€100m
€120m
€90m
€80m*
€390m
Annual total 2013
€180m
€120m
€320m
€350m
€970m
(recurring)
Financial and tax optimisation
~ €1bn
* Non-recurring implementation costs: €150m for short term synergies and €150m for medium term synergies (1) Short term synergies partially non-recurring
17
Enhanced potential to create value and prospects for an attractive return for shareholders
Stronger appeal for the GDF SUEZ stock
Reinforced strategic positioning
Enhanced growth and profitability profile
Significant potential for synergies
Dynamic dividend policy with the goal of an above sector average yield
Potential for additional return for the shareholders
Extraordinary dividend
Share buyback program
Re-rating potential of the GDF SUEZ stock
Dynamic dividend policy
Greater liquidity for the stock
Increased weighting of GDF SUEZ in indices
18
Well-balanced and fair merger terms
19
Fair merger terms
Proposed merger based on an exchange ratio of 21 Gaz de France for 22 SUEZ shares
Simultaneous distribution to SUEZ shareholders of 65% of SUEZ’s Environment activities
The boards of directors of SUEZ and Gaz de France, on 2 september 2007, mandated their chairmen to implement the new outline of the merger project
The boards of directors have been provided with an opinion on the fairness of the proposed exchange ratio
Terms of merger will be approved by the body of 3 Commissaires à la fusion appointed by the Commercial Court of Paris
Terms will be submitted the Extraordinary General Meetings of both Groups to vote on
20
A merger of equals
Shareholders of the new entity
55%* of former SUEZ shareholders
45%* of former Gaz de France shareholders
The French state, largest shareholder of the new Group
Shareholding of more than 35%* of the new Group
Pro forma shareholding structure*
Other
State
GBL
Employees
CDC
Crédit Agricole Areva
35.6%
5.3%
3.4%
1.8%
1.5%
1.2%
51.2%
* On a non diluted basis
21
Indicative timetable and next steps
Indicative timetable for the transaction
Steps already completed
October 6, 2006 Approval of the proposed merger by the Belgian government
November 8, 2006 Vote by the French Parliament on the privatisation law of Gaz de France November 14, 2006 Authorisation of the transaction by the European Commission
November 30, 2006 Decision of the Conseil Constitutionnel authorizing the privatisation of Gaz de France starting July 1, 2007 December 7, 2006 Promulgation of the Gaz de France privatisation law August 30, 2007 Request submitted to the European Commission to delay the implementation of the remedies
Next steps before completion of the merger
Opinion of employee representative bodies of SUEZ, Gaz de France, and SUEZ Environment
Registration by stock market authorities of the merger documentation and the documentation related to the IPO of the Environment business of SUEZ
Extraordinary General Meetings of SUEZ and Gaz de France to approve the merger Merger completion and simultaneous IPO of the Environment Business
The merger is expected to be completed as early as possible in 2008
22
Floatation of SUEZ’s Environment business, one of the world leader in water and waste services
23
A stable shareholding of GDF SUEZ
Stable shareholding of 35%
Execution of a shareholders’ agreement covering 47% of the capital of GDF SUEZ
Stable shareholding structure
Employment guarantees
Corporate governance
Current management of the Environnement business of SUEZ to remain in place
Full consolidation in GDF SUEZ accounts
Post-transaction shareholding structure of SUEZ’s Environment business
GDF SUEZ
35%
Free float
52%
Shareholders’ agreement
47%
Main SUEZ shareholders
12%
24
SUEZ’s Environment business, attractive growth prospects
Attractive growth opportunities in favorable market conditions
Growing demand for environmental solutions in context of climate change (water resources management, waste recycling…)
Increasingly stringent environmental norms
Strong demand for cutting edge value added solutions
Water: desalination, sludge treatment, leakage reduction…
Waste: metals recycling, mechanical biological treatment…
Acceleration of development sustained by global leadership position
Strong sales force supported by historical partnership approach
Ability to acquire and integrate profitable external growth opportunities
2010e EBITDA target at €3bn (+ 50% vs. 2006)
25
A business organisation geared towards efficiency and action
26
Management structure
A management committee with 6 members
Chairman and chief executive officer
Gérard Mestrallet
Vice chairman and president
Jean-François Cirelli
Executive vice presidents
Yves Colliou
Jean-Marie Dauger
Jean-Pierre Hansen
Gérard Lamarche
An executive committee
The members of the management committee
The operational directors and the support functions directors
A balanced management structure
27
Organisational structure of the new Group
Chairman and chief executive officer – Gérard Mestrallet
Vice chairman and president – Jean-François Cirelli
Energy France Henri Ducré
Energy Europe & International Jean-Pierre Hansen
Global Gas & LNG Jean-Marie Dauger
Infrastructures Yves Colliou
Energy Services Jérôme Tolot
Environment Jean-Louis Chaussade
28
Conclusion
29
Creation of a global leader in Energy
An ambitious industrial project, stregthened by the swift changes in the sector
A truly European project benefiting all stakeholders
For our customers: through high-performances, innovative, and competitive offers
For our employees: a unifying project that will create jobs over time
For our shareholders: a value-creative project
An agreement on the new outline of the merger project
Fair financial terms and conditions for both shareholder groups
Transparent governance in line with best practices
A Group ready to move as soon as the merger is completed
30
Appendices
31
Commitments to the European Commission (remedies)
Undertakings to divest/retain
Sale of stake held in Distrigaz. The new Group will have a maximum of 70 TWh supplied by long-term contracts held by Distrigaz
Holding in Fluxys SA (owner of regulated infrastructures in Belgium) to be reduced to 45% and strenghtening of management autonomy. Interest in Fluxys LNG (owner of the Zeebrugge terminal, assets outside Belgium (BBL) and non-regulated Belgian assets (Huberator)) to be increased from 51 to 60%
Sale of Gaz de France stake in SPE (25.5%) through a 50% stake in Segebel
Disposal of Distrigaz & Co to Fluxys
Transfer of the Gaz de France stake in Segeo to Fluxys (25%)
Sale of Cofathec Coriance (except for district cooling networks) and the heating networks of Cofathec Services
Other commitments
Infrastructures in Belgium
• Restructuring of Fluxys s.a., which owns the regulated infrastructures, and strenghtened governance
• Expansion of the capacity of the Zeebrugge terminal owned by Fluxys International
• Measures to facilitate access to the network
Infrastructure in France
• LNG terminal management business into subsidiaries to become a subsidiary
• Marketing of capacities on new underground storages and new capacities at the Montoir LNG terminal
• Measures to facilitate access to the network
32
Energy France
Leveraging the leadership position in natural gas supply to:
Develop multi-energy offers on the existing portfolio of “retail” customers
Supply electricity to other customer segments, according to market conditions
Develop the complementaries between energy and services businesses
Parallel growth in power production
New CCGT power plants
Development in Renewable Energies: wind, hydro and biomass
Energy France
11 million customers
No. 1 natural gas supplier
No. 2 electricity producer and supplier (7GW: CNR, SHEM,…)
DK6
786 MW
Cogeneration (Elyo)
1,700 MW
Montoir
Advanced hydraulic (SHEM)
773 MW
Wind
62 MW end 2007
Nuclear (Chooz)
650 MW
Basic
hydraulic (CNR)
2,937 MW
Nuclear (Tricastin)
460 MW
Fos
2 | CCGT |
Projects
A new leader in the multi-energy offer
33
Energy Europe and International
Benelux – Germany
Increased generation capacities
Consolidation of leadership in retail in Belgium
Expansion in Germany and the Netherlands
Europe
Integration and development based on existing assets in Italy and Eastern Europe
Strenghtening of positions depending on changes in the regulatory framework and the effective deregulation of the markets
International
Development based on existing strongholds: USA, Brazil, Thailand, Middle East
Business model focused on industrial customers and growth markets
Energy Europe & International
57 GW in installed capacity
No. 1 supplier of natural gas and electricity in Belgium
No. 1 in power generation in the Netherlands
9 million customers
No. 1 IPP in Brazil and Thailand
No. 3 supplier to tertiary and industrial sectors in the United States
GDF SUEZ sites
Priority given to expansion in Europe and selected international growth
34
Global Gas and LNG
Development of the E&P business
Increase in reserves
Achievement subject to market conditions
Diversification and competitiveness of the supply portfolio
Strenghtening of the portfolio of long-term contracts
Increased geographic diversification
Global optimisation of the portfolio
Interests in new transit projects (Nabucco and Medgaz)
Strengthening of our LNG international leadership
Participation in integrated projects
(Production / Liquefaction / Transport / Regasification)
Expanded international arbitrage capacities
16 LNG tankers
3 tankers under construction
Isle of Grain
Zeebrugge Montoir
Neptune LNG Fos Everett Italy Huelva Carthagène
Sabine Pass Petronet GNL
Bahamas (India) Dahej
Kochi
Global Gas
Regasification terminals
Reserved capacities and LNG Projects of regasification terminals
No. 1 gas buyer in Europe
685 Mboe in reserves
World leader in LNG
1,100 TWh in natural gas sales
Diversified, global natural gas resources
35
Infrastructures
Terminals
Commissioning of Fos Cavaou (8.25bcm beginning of 2008)
Expansion of capacities at Zeebrugge (4.5bcm in 2008) and Montoir (2.5bcm in 2011 and 4bcm in 2014)
Storage
Increase in capacities in France
Development of offers
Expansion in Europe based on existing positions (Germany, Slovakia, Romania and the UK)
Transport and distribution
Development based on the natural gas market growth
Investments tied to needs for fluider exchanges (transport capacity, volumes distributed)
Infrastructures
No. 1 transport network in Europe
No. 1 distribution network in Europe
No. 2 gas storage operator in Europe
No. 2 LNG terminal operator in Europe
Storage site
GDF SUEZ regasification terminal
Development of infrastructures to support the growth in natural gas markets
36
Energy services
A global offer from design to operation
Unique European network
Complementary service and installation businesses
Complete multi-technology offer
Growth factors
Increased use of outsourcing
Stronger demand for energy efficiency
Continued profitable development
Enhanced synergies between services and energy businesses
Selective growth in other European markets to support the other divisions
Energy services
European leader in energy services
Unique European network
15 countries
1,000 sites
Rest of Europe
Rev. 2006
Strong growth potential in the field of energy efficiency
37
Confirmation of the operational synergies program of approximately €1 billion per year in the medium term
TYPE OF SYNERGIES
Size effect
Effect of complementary businesses
DESCRIPTION
Reduction in sourcing costs: enhanced buying position towards suppliers, optimised sourcing portfolio, etc.
Economies of scale on non-energy purchases
Optimisation of operating costs: pooling of networks and services
Optimisation of resources and structures
Enlarged commercial offer
Non-duplication of entry “tickets”
(marketing costs and investments) to markets
Accelereted commercial development
38
SUEZ’s Environment activities, a world co-leader in water and waste management services
Leading positions in environment services
65 millions inhabitants served in drinking water
44 millions inhabitants served and connected to sanitation services
47 millions waste services customers
A presence focused on Europe and selective strongholds internationally Attractive growth prospects*
2006 EBITDA: €2.0bn
2007e EBITDA: €2.35bn**
2010e EBITDA €3.0bn***
Breakdown of 2006 revenues of SUEZ’s Environment activities
Waste Europe
43%
Water Europe
34%
Degrémont
9%
International
14%
2006 revenues: €11.4bn
A world co-leader in environment services, with expertise in global management of the water and waste cycles
* See also management accounts of SUEZ’s Environment activities in appendix
** AGBAR fully consolidated for 9 months
*** AGBAR fully consolidated for 12 months
39
SUEZ’s Environment activities
Leadership in the full water and waste cycle enhanced by:
Controlled and up to date expertise
Differentiating technologies
Capacity to offer integrated solutions
Ongoing research of innovative products and segments
Growth primarily targeted to developed countries
85% of revenues recorded in countries where the long-term investment is protected by mature political and legal systems
Increasingly stringent regulation to promote economic growth that protects the environment
High cost of raw materials and fossil fuels which encourage recycling
Selective international expansion with the development of new business models
Management contracts (e.g. Algiers)
Long-term capital partnerships (e.g. China)
Innovative financial arrangements in partnerships (e.g. PFI)
Environment
Global leader in environmental services
65 million inhabitants supplied with water
47 million inhabitants benefit from waste services
Rev. 2006
Country / Geographic zone
Leadership built on a solid European base Global and healthy growth
40
SUEZ’s Environment activities: increased visibility
SUEZ Environment business is on top form
Recognised expertise, knowhow in differenciating technologies
Increased commercial dynamism
Excellent operational and financial performance
Well-experienced management team
A dynamic development strategy
Development strategy through external growth and targeted acquisitions
Support from a stable shareholder base
Direct access to the financial markets
Investment program of €4.0bn to €4.5bn over 2007/09 to be fully self-financed
Maintain its development strategy through partnerships with the Energy businesses
Creation of a world co-leader in environment services benefiting from an attractive stock market positioning
41
Simplified organisational chart of SUEZ’s Environment activities as of December 31, 2006
SUEZ
100%
SUEZ Environnement
99.5%
Degrémont
99.5%
Lyonnaise des Eaux France
100%
Société de Contrôle de Management -SCM
45%
40%
55%
ONDEO Industrial Solutions
60%
Safege
100%
ONDEO North America
United Water Inc.
100%
Filiales internationales Eau
100%
SITA France
100%
SITA FD
100%
Teris
Filiales internationales Propreté
42