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: December 12, 2007
Amendment to Gaz de France’s Rule 425(a) filing of the press release dated October 15, 2007, as filed with the SEC on October 16, 2007.
Reasons for Filing an Amendment
The following presentation was made available on Gaz de France’s website in connection with the October 15, 2007 joint Gaz de France-Suez press release announcing the operational and financial objectives, corporate governance and timetable of the merger project with Suez. The presentation was inadvertently omitted from the filing of such press release with the Securities and Exchange Commission on October 16, 2007.
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.
* * * *
2
GDF SUEZ
Creation of a World Leader in Energy
October 15, 2007
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 Environment securities (or securities of 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 U.S., Germany, Italy 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 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 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. 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 U.S., Gaz de France may 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 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 related amendments and supplements, because they will contain important information. If and when filed, investors may obtain free copies of the registration statement, the prospectus and other relevant documents filed with the SEC at www.sec.gov and will receive information at an appropriate time on how to obtain these 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 www.amf-france.org or directly from Gaz de France or Suez at www.gazdefrance.com or 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 “expects,” “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 and Suez ADRs 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 the Autorité des marchés financiers (“AMF”) made by Gaz de France and Suez, including 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 with the SEC, including under “Risk Factors” in the Annual Report on Form 20-F for 2006 filed by Suez 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
SUEZ
Table of contents
1. Creation of a world leader in energy
2. Transaction terms and timetable
3. An ambitious and value-creating project
4. A corporate governance in line with best practices
5. Listing of SUEZ Environment, a reference player in water and waste management services
6. Conclusion
Gaz de France
SUEZ
Creation of a world leader in energy
Gaz de France
SUEZ
Creation of a world leader specialised in energy
Leader in natural gas in Europe
#1 purchaser & supplier
#1 transmission & distribution network
#2 European storage operator
Leader in electricity
#5 power producer and supplier in Europe
#2 French power producer
World leader in IPPs1
World leader in LNG
#1 importer & buyer in Europe
#2 LNG terminal operator
Leader in the Atlantic basin
European leader in energy services
2006 revenue – € billion
Main utilities in the world
71 68 59
44
39 37
24 20 20
16 15
13 12 10
GDF SUEZ
E.On
EDF
RWE
Enel1
Tepco (Japon)
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
Gaz de France
SUEZ
1 Independent Power Producers
An industrial player with powerful assets
A unique combination of businesses
Active in the entire energy value chain
Multi-energy offering
Strategic fit between the energy and services businesses
Strong flexibility in energy generation and supply
Diversified and efficient power generation mix
Strong 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
High portion of renewable energies
Significant strategic leverage
Strong commercial opportunities
Gaz de France
SUEZ
Transaction terms and timetable
Gaz de France
SUEZ
Merger terms
Terms based on an exchange ratio of 21 Gaz de France shares for 22 SUEZ shares
Simultaneous distribution of 65% of the shares of SUEZ Environment to SUEZ shareholders
Shareholders’ agreement between GDF SUEZ (35% of the share capital) and some of SUEZ’s main current shareholders1 (representing today approximately 12% of the share capital)
New outline of the merger project approved by the board of directors of the two Groups
The terms will be submitted to the vote of the Extraordinary General Meetings of both Groups
Shareholders of the new entity:
55%2 of former SUEZ shareholders and 45%2 of former Gaz de France shareholders
Pro forma shareholding structure2
1.8% 1.2% 3.4% 1.5% 5.3%
51.2%
35.6%
Other
GBL
Crédit Agricole Areva
State
Employees CDC
Gaz de France
SUEZ
1 Shareholders’ agreement including, apart from GDF-Suez: GBL, Groupe Crédit Agricole (except Predica), CDC (except under management), Areva and Groupe CNP Assurances
2 On a non diluted basis, as of 30/06/07
Remaining steps before completion of the merger
Consultation with employee representatives
SUEZ
SUEZ Environment
Gaz de France (replacement of the employee representative bodies end of 2007, in accordance with the law voted on 9th August 2004)
Regulatory and administrative steps
Privatisation law implementation decree to be issued by the government
Tax ruling on the distribution of the shares of SUEZ Environment
Registration by stock market authorities of the documentation related to the merger and the listing of the shares of SUEZ Environment
Opinion of the Commission des Participations et des Transferts
Boards of directors
Approval by the boards of directors of SUEZ and Gaz de France of the merger agreement and of the documentation related to the listing of the shares of SUEZ Environment
Call of the Extraordinary General Meetings (approx. 1 month and a half before the meetings)
Shareholders
Publication of documentation related to the merger and the distribution of 65% of SUEZ’s Environment business
Extraordinary General Meetings of SUEZ and Gaz de France to approve the merger
Merger completion during the first half of 2008
Gaz de France
SUEZ
An ambitious and value-creating industrial project
Gaz de France
SUEZ
An ambitious development strategy
Consolidate leadership positions in domestic markets:
France
Benelux
Leverage complementarities to strengthen customer offerings:
Dual gas / electricity offers
Innovative energy services
Boost its ambitious strategy of industrial development notably in:
Upstream gas activities (E&P, LNG)
Infrastructures
Power generation, in particular nuclear and renewable energies
Accelerate growth in all business lines in Europe
Strengthen development areas internationally (Brazil, Thailand, the USA, Middle-East, Turkey, Russia…)
Development of the IPP business in new fast-growing markets
A combination consistent with both Groups’ strategies and allowing to boost their development
Gaz de France
SUEZ
Ambitious objectives in all businesses
Energy France
Develop multi-energy offerings
Reach 20% market share of “retail” power market
Increase generation capacity
Energy Europe & International
Priority given to development in Europe
Strengthening of development areas internationally
Development of generation capacity
Objective:
100 GW managed capacity by 2013, of which more than 10 GW2 in France
Global Gas & LNG
Target reserves of 1,500 mboe1
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%
Infrastructures
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%
Energy Services
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
Environment
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
Gaz de France
1 Mainly through external growth
2 Includes Tricastin and Chooz
SUEZ
A sustained industrial capex programme
Indicative split of annual capex¹, average between 2008-2010
In €bn
1.0-1.5
Energy France
4.0-4.5
Energy Europe and International
1.0-1.5
Global Gas and LNG
1.5-2.0
Infrastructures
0.3-0.5
Energy Services
~ 1.5
Environment
Average annual capex of €10bn1 between 2008-10 and more than €8bn1 capex in 2008
Gaz de France
1 Industrial investments (maintenance and development) which mainly relate to organic growth capex
SUEZ
A strong financial profile
A financial structure that sustains the ambitious strategy of industrial growth
Low gearing
Strong potential for cash flow generation
A key stock in the energy sector
~ €92bn pro-forma market capitalisation1
Among the top 3 listed utilities
1 Based on spot share price as of 12/10/07. Before taking into account the impact of the distribution of 65% of the shares of SUEZ Environment
2 Full consolidation of SUEZ Environment – see details in appendix
3 Gross capex before divestitures and including development capex
4 Net financial debt including derivatives less cash and cash equivalent and financial assets at fair value through income
Financial profile
2006 combined pro forma unaudited data - in €bn
Revenues
EBITDA2
Current operating income
Capex3
Net financial debt4
GDF SUEZ2
70.9
11.7
7.3
7.8
13.9
Gaz de France
SUEZ
Confirmed potential for operational synergies of approximately €1bn per year in the medium term
Operational synergies
Scale effect
Complementarity
Gas sourcing
Other procurement
Operating costs
Supply and commercial costs
Revenue synergies
Pre-tax annual impact post impact of remedies
2008-2010
€100m
€120m
€90m
€80m1
€390m
Annual total 2013
€180m
€120m
€320m
€350m
€970m (recurring)
Financial optimisation ~ €1bn
Non-recurring implementation costs: €150m for short term synergies and €150m for medium term synergies
1 Short term synergies partially non-recurring
Gaz de France
SUEZ
Significant operational synergies due to scale effect and strategic fit
Scale effect
Gas sourcing
Other procurement
Operating costs
Reduction in supply costs
Further optimisation of sourcing portfolio
Enhanced LNG arbitrage
Joint procurement management and operational integration
Bargaining power enhanced by increased volumes
Selection and use of best contracts
Overhead costs streamlining
Joint-platforms for support services
Optimisation of resources and structures
Strategic fit
Supply and commercial costs
Revenue synergies
Development of multi-energy offerings leading to savings in supply costs per client
Energy production savings
Reduction in new client acquisition costs
Development in the French electricity market
Additional growth in the European gas and electricity markets
Additional growth in LNG and E&P
Gaz de France
SUEZ
Strong prospects for profitable growth
Profitable growth
EBITDA growth of approximately 10%1 in 2008
EBITDA target of €17bn1 in 2010
A balanced mix of regulated and unregulated activities generating growth and recurring cash flows
An optimized capex programme
€10bn2 per year on average over 2008-2010, with capex above €8bn2 in 2008
Split between approx. 75% development and 25% maintenance capex
Ratings target: Strong A
1 Pro forma GDF SUEZ EBITDA as defined in appendix
2 Industrial investments (maintenance and development) which mainly relate to organic growth
Gaz de France
SUEZ
A strict financial policy
Governance of investment committees in accordance with practices of the two Groups and ensuring a strict discipline
Strict investment criteria in line with those currently enforced by the two Groups:
In accordance with the Group strategy
Value creation over the long run measured with IRR superior to specific hurdle rates for each activity and geographic area, and which take into account specific risks related to each project
Control over impacts on main financial aggregates of the Group (net result, free cash flow, capital employed)
Gaz de France
SUEZ
An attractive stock for shareholders
Dynamic dividend policy targeting an attractive yield compared to the sector average
Target payout ratio: above 50% of recurring Group net income
Average annual growth in dividend per share of 10% to 15% between dividend paid in 20071 and dividend paid in 2010
Additional shareholder return and financial optimisation
Exceptional dividends and share buy-backs
Enhanced stock market status
Reference utilities stock (among top 3 in Europe)
Increased weighting of GDF SUEZ in stock market indices (one of the 20 largest companies in the Eurostoxx 50 by size of free float)
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 the dividend distributed by SUEZ Environment
Gaz de France
SUEZ
A corporate governance in line with best practices
Gaz de France
SUEZ
A balanced corporate governance structure
Board of Directors including 24 members:
At least 1/3 independent Directors1
10 Directors nominated by Suez
including Chairman and Chief Executive Officer
Gérard Mestrallet
10 Directors nominated by Gaz de France
including Vice Chairman and President
Jean-François Cirelli
including 7 members appointed by the French State
as per French law
4 Employee Representatives
incl. 3 Directors elected by employees and 1 Director elected by GM representing employee shareholders
5 Board Committees each of which will be presided over by an Independent Board Director
Audit Committee, Nomination Committee, Compensation Committee, Ethics, Environment and Sustainable Development Committee and Strategy and Investments Committee
1 According to Bouton Report
Gaz de France
SUEZ
Listing of SUEZ Environment, a reference player in water and waste management services
Gaz de France
SUEZ
SUEZ Environment, a reference player in water and waste management services
A leader in Europe and the world
Global management of the entire water and waste management cycles
Leading positions
68 millions drinking water customers
44 millions sanitation services customers
47 millions waste services customers
1 billion customers served by a Degrémont serviced installation
A European-focused strategy combined with selective international expansion
Key expertise areas, worldwide technical excellence, dynamic research and development
Attractive growth prospects combined with strong cash flow generation predictability
Creation of a reference player in environmental services businesses benefiting from an attractive stock market positioning
Gaz de France
SUEZ
SUEZ Environment, attractive growth prospects
Attractive growth opportunities in favourable market conditions
Growing demand for environmental solutions in context of resources rarefaction (water resources management, waste recycling…)
Increasingly stringent environmental norms
Strong demand for cutting edge value added solutions
Water: desalination, sludge treatment, re-use of waste water…
Waste: metals recycling, deconstruction (ships, planes…), methanisation…
Dynamic development strategy sustained by global leadership position
Strong sales force supported by historical partnership strategy (Spain, Italy, Middle East, China…)
Ability to acquire and integrate profitable external growth opportunities
Gaz de France
SUEZ
Conclusion
Gaz de France
SUEZ
A project on track to deliver high value-creation for shareholders
Creation of a global leader in Energy with powerful assets
Acceleration of growth and profitability prospects
Clearly identified synergies
Dynamic shareholder return
Implementation of best practice corporate governance
Gaz de France
SUEZ
Appendices
Gaz de France
SUEZ
Management structure
The management committee will include 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
The executive committee
Members of the management committee
Operational directors and the some support functions directors
A balanced management structure
Gaz de France
SUEZ
Operational structure of the new Group
Chairman and chief executive officer – Gérard Mestrallet
Vice chairman and president – Jean-François Cirelli
Energy Policy Committee
Energy France
Henri Ducré
Energy Europe & International
Jean-Pierre Hansen
Dirk Beeuwsaert (deputy)
Energy
Benelux—Germany
Jean-Pierre Hansen
Energy Europe
Pierre Clavel
Energy International
Dirk Beeuwsaert
Global Gas & LNG
Jean-Marie Dauger
Infrastructures
Yves Colliou
Energy Services
Jérôme Tolot
Environment
Jean-Louis Chaussade
Gaz de France
SUEZ
A clealydefined role for the French State
The State will be a shareholder of the new group (c. 35% of the share capital)
Representation of the State at the Board of Directors (7 representatives)
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 assets1 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
1 Or allocation of assets as security
Gaz de France
SUEZ
The process is already well advanced
October 6, 2006
Approval of the proposed merger by the Belgian government
November 8, 2006
Passing by the French Parliament of the law allowing for the privatisation of Gaz de France
November 14, 2006
Authorisation of the transaction by the European Commission subject to undertakings
November 30, 2006
Decision of the Conseil Constitutionnel authorizing the privatisation of Gaz de France July 1st, 2007
December 7, 2006
Promulgation of the law allowing for the privatisation of Gaz de France
September 2nd, 2007
Approval of the new merger terms by the boards of directors of SUEZ and Gaz de France
Gaz de France
SUEZ
An organization dedicated to the success of this strategy
Energy France
Gas and electricity Supply in France in France
Power production in France
Energy services for individual customers
Maintenance of gas heaters
Financing of installations
Energy Europe
& International
Power production
outside France
Power and gas
distribution and
supply outside
France
Organization into
3 divisions:
Energy
Benelux - Germany
Energy Europe
Energy International
Global Gas and LNG
Exploration and production
Gas supply for the group
LNG arbitrage
Energy trading and supply of major gas clients in Europe
Infrastructures
Natural gas transmission network
Gas pipelines transmission networks (GRT gaz, Megal, Fluxys)
LNG terminals in France and Belgium
Storage activities in France and international
Gas distribution network in France
Stake in Elia
Energy Services
Closer ties between
Suez Energy Services
and Cofathec
Management of
urban networks in
France and abroad
Management of
industrial and tertiary
electrical
installations
Complete multi-
technical offers
Environment
Management of the entire waste and water cycles:
Water (treatment, production, distribution, sanitation)
Waste services (collection, sorting/treatment, recovery, burying)
Engineering (water treatment plants)
Gaz de France
SUEZ
Energy France
Leveraging the leadership position in natural gas supply and Gaz de France’s powerful brands in order to:
Develop multi-energy offers on the existing portfolio of “retail” customers
Develop the retail electricity client base
Develop the complementarities between energy sales and services businesses and “eco-friendly” customer offering
Parallel growth in power generation
New CCGT power plants
Development in Renewable Energies: wind, hydro and biomass
Wind 130 MW end 2007
DK6 786 MW
Nuclear (Chooz) Cogeneration (Elyo) 650 MW 1,700 MW
Basic Montoir hydraulic (CNR) 2,937 MW
Advanced Nuclear (Tricastin) hydraulic (SHEM) 460 MW 773 MW
Fos 2 CCGT
Projects
Energy France
11 million customers at the end of 2006
# 1 natural gas supplier
# 2 electricity producer and supplier with 5.6 GW at the end of 2006 (excl. co-generation)
A new leader in the multi-energy offer in France
Gaz de France
SUEZ
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, Spain and Eastern Europe
Strengthening of positions depending on changes in the regulatory framework and the effective deregulation of the markets
Development in important markets close to the EC (Russia, Turkey)
International
Development based on existing strongholds: USA, Brazil, Thailand, Middle East
Business model focused on industrial customers and growth markets
GDF SUEZ sites
Energy Europe & International
47 GW in installed capacity at the end of 2006
1 energy supplier in Belgium
1 in power generation in the Netherlands
2 gas supplier in Eastern Europe
1 IPP in Brazil and Thailand
3 supplier to tertiary and industrial sectors in the United States
Priority given to expansion in Europe and selected international growth
Gaz de France
SUEZ
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
Strengthening of the portfolio of long-term contracts
Increased geographic diversification
Global optimisation of the portfolio
Interests in new transit projects
Strengthening of our LNG international leadership
Participation in integrated projects
(Production / Liquefaction / Transport / Regasification)
Expanded international arbitrage capacities
16 LNG tankers
5 tankers under construction
Neptune LNG
Everett
Sabine Pass
Floride
Isle of Grain
Zeebrugge
Montoir
Fos
Italy
Huelva
Carthagène
Petronet GNL (India)
Dahej
Kochi
Regasification terminals
Reserved capacities
Projects of regasification terminals
Global Gas and LNG
1 gas buyer in Europe
685 Mboe in proven and probable reserves at the end of 2006
World leader in LNG
1,040 TWh in natural gas contracted in 2006
Diversified, global natural gas resources
Gaz de France
SUEZ
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)
Storage
Increase in capacities in France
Development of offers
Expansion in Europe based on existing positions (Germany, Slovakia, Romania and the UK)
Transmission and distribution
Development based on the natural gas market growth
Investments tied to needs for fluider exchanges (transmission capacity, volumes distributed)
Infrastructures
# 1 transmission network in Europe
# 1 distribution network in Europe
# 2 gas storage operator in Europe
# 2 LNG terminal operator in Europe
Storage site
GDF SUEZ regasification terminal
Development of infrastructures to support the growth in natural gas markets
Gaz de France
SUEZ
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
Rest of Europe
Energy services
European leader in energy services
Unique European network
15 countries
~ 1,000 sites
Rev. 2006
Strong growth potential in the field of energy efficiency
Gaz de France
SUEZ
SUEZ Environment
Leadership in the management of the entire water and waste cycles enhanced by
Unique expertise of the entire value chain
Portfolio of highly value-added technologies
Ability to offer integrated solutions
Ongoing research for innovative products and segments
Growth primarily targeted in developed countries
85% of revenues generated in countries with stable legal and political framework
Increasingly stringent regulations aiming at environmental friendly growth
New climate change related challenges encourage the development of innovative solutions
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 (e.g. UK)
Environment
Global leader in environmental services
68 million water customers at the end of 2006
47 million waste customers at the end of 2006
Rev. 2006
Country / Geographic area
Leadership built on a solid European base Global and healthy growth
Gaz de France
SUEZ
EBITDA definition of the combined entity
2006 pro forma unaudited data (€m)
EBIT (pro forma combined)1 7,318
+ Depreciation and Amortisation1 + 3,823
+ Non cash personnel related charges + 31
+ Concessions renewal expenses + 508
EBITDA pro forma unaudited combined (2006 perimeter) 11,680
1 Post impact of « Purchase Price Allocation » (preliminary estimate: +€700m in D&A)
Gaz de France
SUEZ
From standalone numbers to combined group EBITDA
2006 pro forma unaudited data (€m)
2006 Suez EBITDA - standalone definition 7,083
- Pensions and other similar provisions reversals / accruals1 + 132
- Financial income (excluding interests received) - 284
- Share of result from associated companies - 373
= 2006 Suez EBITDA - combined entity definition 6,558
2006 Gaz de France EBITDA– standalone definition 5,149
- Capital gains / losses from tangible and intangible asset disposals + 25
- Capital gains / losses from disposals of affiliates - 243
- MtM of operating financial instruments + 84
+ Provision accruals on current assets + 107
= 2006 Gaz de France EBITDA – combined entity definition 5,122
Pro forma unaudited 2006 EBITDA combined entity 11,680
1 Excluding items included in financial result
Gaz de France
SUEZ
New Group pro forma summary P&L
2006 pro forma unaudited data (€m)
Revenues 70,858
Purchases (39,940)
Personal costs (10,090)
Depreciation and provisions (3,823)
Other operating income (9,687)
Current operating income 7,318
Mtt of operating financial instruments (67)
Assets impairment (198)
Restructuring costs (89)
Asset disposal 1,424
Operating income 8,388
Net financial income (expense) (883)
Other financial income (expense) (263)
Income tax (1,679)
Associates 524
Net income 6,087
o/w attributable to parent company shareholders 5,096
o/w minority interests 991
Gaz de France
SUEZ
Synergies related to gas sourcing1: scale effect and optimisation
Sourcing synergies
ST
MT
€100m
€180m
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
Gaz de France
SUEZ
1 post impact of remedies
Clear procurement savings (other than energy)
Procurement savings (other than energy)
ST MT €120m €120m
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
€120m pre-tax annual synergies available in the short and medium terms
Gaz de France
SUEZ
Operational costs synergies confirmed within the new group perimeter
Operational, supply and commercial costs synergies
ST MT €170m €320m
Short term operational cost reductions
Streamlining of structure costs (volume effects on external costs: communication, consultancy, IT…)
Pooling of expertise and decisions
Development of multi-energy offerings
Reduction of 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
Gaz de France
SUEZ
Medium term revenue synergies arising from the operational fit between SUEZ and Gaz de France
Revenue synergies
ST MT
€350m
Additional energy production capacity in Europe based on partner’s existing assets
Clients portfolio
Sourcing and gas storage capacities
Development of an integrated LNG chain based in particular on the regasification capacities in the Atlantic basin
Minority stake in E&P project and in a liquefaction train
LNG commercialisation on several markets
Revenue synergies generating in the medium term a €350m pre-tax annual margin
Gaz de France
SUEZ