Engie S.a. · EURONEXT:ENGI
Engie — GDF Suez — Shareholder Meeting (May 2009)
96 slides from Engie's shareholder meeting presentation, May 4, 2009
Slide 1: Joint Shareholders' Meeting 2009
JOINT SHAREHOLDERS' MEETING 2009
Slide 2: Disclaimer
Disclaimer IMPORTANT INFORMATION This document does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of SUEZ or Gaz de France, nor shall there be any purchase, sale or exchange of securities in any jurisdiction (including the United S
Slide 3: Legal Information
LEGAL INFORMATION
Slide 4: Agenda (1/2)
LEGAL INFORMATION Agenda (1/2) Deliberation within the jurisdiction of the Ordinary Shareholders' Meeting : Report from the Board of Directors Report from the Statutory Auditors Approval of operations and annual financial statements - FY 2008 Approval of consolidated financial statements - F
Slide 5: Agenda (2/2)
LEGAL INFORMATION Agenda (2/2) Deliberation within the jurisdiction of the Extraordinary Shareholders' Meeting : Report from the Board of Directors Special reports from the Statutory Auditors Report from an independent expert Delegation of authority to the Board of Directors for the purpose
Slide 6: More than one million individual and employee shareholders
More than one million individual and employee shareholders Individual Shareholders* 10.1% Sofina Others** 44.1% 0.7% Groupe CNP Assurances 1.1% Areva 1.2% Groupe CDC 1.9% Government GBL 35.6% 5.3% * Estimated, of which 2.7% are employee shareholders ** Of which 2.2% treasury stock 2009 Joint Shareho
Slide 7: Geographic Distribution of Individual Shareholders in France
Geographic Distribution of Individual Shareholders in France 825 , 2 04 49 , - is Cal a 240 on regi -de Par i s Pas Nord ,650 49 y an Britt , 0 71 ,631 100 es Alp 47 ir e Lo Rh ôn e de Pays ,599 - Number of Shareholders 80 -Alpes nce ro v e P z ur de 30 à 45 000 d ' A Côte de 20 à 30 000 < 20 000 20
Slide 8: Rewarding Exchanges with Shareholders
Rewarding Exchanges with Shareholders Letter to Shareholders Shareholders' 3-4/year Advisory Committee Shareholders' 12 members 3 working groups Shareholder Shareholder Club Relations Relations 38,000 members 43 events 8,200 participants E-mail actionnaires@gdfsuez.com 1,350 requests processed Websi
Slide 9: The Shareholders' Advisory Committee
The Shareholders' Advisory Committee, operational working groups for greater effectiveness 12 members OBJECTIF 3 working groups Build on the quality of shareholder relations Annual working programme «« Publishing Publishing »» Meetings by group «« Website Website and and Full meetings toll-fre
Slide 10: Governance: Transparency and efficiency
CORPORATE GOVERNANCE Governance Transparency and efficiency How the Board of Directors works High requirement level: since July 2008, in order to ensure that the Group functions efficiently, the Board of Directors has adopted the following texts* Internal Regulations: - define the composition of t
Slide 11: Governance: Composition of the Board of Directors
CORPORATE Gouvernance GOVERNANCE D’ENTREPRISE Governance Transparency and efficiency Composition of the Board of Directors Independent judgement 23 members - 13 Directors elected by the General Shareholders’ Meeting, 11 of which are independent - 6 Directors representing the State, appointed in ac
Slide 12: Our Industrial Vision
OUR INDUSTRIAL VISION
Slide 13: A Leader in Energy and Environment
OUR INDUSTRIAL VISION A Leader in Energy and Environment Revenues 2008(1) in €bn Primary Global Utilities Players 87 83 64 61 49 (2) 34 25 22 15 14 E.On EDF Enel RwE Tepco Iberdrola Centrica Vattenfall Gas Natural (1) Published data (2) 2007 revenues 2009 Joint Shareholders' Meeting – May 4, 2009 13
Slide 14: A Leader in Energy and Environment
OUR INDUSTRIAL VISION A Leader in Energy and Environment TOP 20 World TOP 10 Utilities TOP 10 France 1 General Electric 1 GDF SUEZ 1 Total 2 Royal Dutch Shell 3 Toyota Motor 2 EDF Group 2 GDF SUEZ 4 ExxonMobil 5 BP 3 ENEL 3 EDF Group 6 HSBC Holdings 7 AT&T 4 RWE Group 4 BNP Paribas 8 Wal-Mart Stores
Slide 15: Energy France
Energy France
Slide 16: Energy France
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Slide 17: Energy Europe & International
Energy Europe & International
Slide 18: Energy Europe & International
Energy Europe & International
Slide 19: Global Gas & LNG
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Slide 20: Infrastructures
Infrastructures
Slide 21: Global Gas & LNG
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Slide 22: Energy Services
Energy Services
Slide 23: SUEZ Environnement
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Slide 24: Joint Shareholders' Meeting 2009
JOINT SHAREHOLDERS' MEETING 2009
Slide 25: A Group with a stake in the century's great opportunities and challenges
OUR INDUSTRIAL VISION A Group with a stake in the century's great opportunities and challenges Your Group: …invests 30 billion in 3 years …hires 120,000 people in 5 years …ensures the safety of the energy supply … develops renewable energy 2009 Joint Shareholders' Meeting – May 4, 2009 25
Slide 26: Joint Shareholders' Meeting 2009
JOINT SHAREHOLDERS' MEETING 2009
Slide 27: A Leader in Energy and Environment: 2008 strong performance
OUR INDUSTRIAL VISION A Leader in Energy and Environment 2008: strong performance with targets exceeded A long-term industrial vision A pro-active Group standing up to the crisis A strong development model with value creation over the long term 2009 Joint Shareholders' Meeting – May 4, 2009 27
Slide 28: 2008: Strong performance with targets exceeded
OUR INDUSTRIAL VISION 2008: Strong performance with targets exceeded In €bn (Proforma, unaudited data) 2007 2008 Δ 08/07 Δ organic Revenues 71.2 83.1 + 16.6% + 17.5% EBITDA 12.5 13.9 + 10.7% + 12.5% Current operating income 7.8 8.6 + 9.4% + 12.6% Net income, Group share 5.8 6.5 + 13.0% Net CAPEX 7.7
Slide 29: Q1 2009 Results
OUR INDUSTRIAL VISION Q1 2009 Results Revenues: + 11.7% to €25.6bn Î business model's vitality Profitable growth: Î EBITDA : + 14.7% to €5.3bn A growth creating cash flow: Î net debt: €-1,1bn to €27.8bn Performance that reinforces the 2009 EBITDA growth target 2009 Joint Shareholders' Meeting – May
Slide 30: GDF SUEZ: a long-term industrial vision
OUR INDUSTRIAL VISION GDF SUEZ: a long-term industrial vision Positive outlook Dynamic on the Energy and €30 billion* program Environmental of long-term Markets industrial investments A diversified and A strong and profitable industrial well-balanced Group platform * Net Investment over 2008-10 The
Slide 31: A strong development model creating value over the long term
OUR INDUSTRIAL VISION A strong development model creating value over the long term A Utility at the heart of Europe, with a flexible and diversified energy mix and a strong customer base Nuclear, gas, Gas transport, Gas-electricity Presence on the renewable storage, convergence "copper plate" energy
Slide 32: A pro-active Group standing up to the crisis
OUR INDUSTRIAL VISION GDF SUEZ: a pro-active Group standing up to the crisis Launch of the Efficio performance plan (€1.8 billion by 2011) Heightened capex selectivity Enhancement of liquidity and extension of debt maturities (~ €12bn in bonds issued) 2009 Joint Shareholders' Meeting – May 4, 2009 3
Slide 33: Consistent and realistic targets
OUR INDUSTRIAL VISION GDF SUEZ: consistent and(1) realistic targets EBITDA 2011: within a €17-18bn range (vs. €13.9bn in 2008) EBITDA 2009 > EBITDA 2008 Confirmation of the dividend policy balance of 2009 dividend and exceptional increase payable on May 11 and June 4, respectively 2009 interim d
Slide 34: Industrial strategy on track as of 2008
OUR INDUSTRIAL VISION Industrial strategy on track as of 2008 Reinforcement along the entire energy chain Europe Electricity: UK, Italy, France, etc. Upstream gas: Netherlands, Libya, Azerbaijan Midstream: Italy, Gulf of Mexico, Germany, etc. Infrastructures: GrTgaz, GrDF, Elengy, Storengy C
Slide 35: Nuclear ambitions for a long-term balance of the energy mix
OUR INDUSTRIAL VISION Nuclear ambitions for a long-term balance of the energy mix A strong historic position in our home markets The Group's nuclear strategy 6 GW installed nuclear capacity Operate existing nuclear plants for as (Tihange, Doel, Chooz B, Tricastin, long as technical and economic
Slide 36: A growth model combining performance with economic and social responsibility
OUR INDUSTRIAL VISION A growth model combining performance with economic and social responsibility In 2008 (Proforma unaudited data) Dividends €5.1bn Investments* - of which €1.7bn in exceptional €11.8bn - of which €0.5bn in minority ~ 32,000 new hires in 2008 - of which ~ 13,000 in France and ~ 3
Slide 37: Conclusion
OUR INDUSTRIAL VISION Conclusion 2008 : solid operating performance and one of the healthiest balance sheets in the sector A clear strategic vision and industrial programme The crisis was anticipated: liquidity enhanced and Efficio program launched in September 2008 The direction for 2011 has been s
Slide 38: 2008 Results
2008 RESULTS
Slide 39: Introduction: A merger year
2008 RESULTS Introduction A merger year Results up sharply Sustained cash flow generation Strong and competitive shareholder remuneration A solid balance sheet Targets exceeded 2009 Joint Shareholders' Meeting – May 4, 2009 39
Slide 40: A stock that has outperformed the CAC
2008 RESULTS A stock that has outperformed the CAC in a sector that is suffering from relative unpopularity 120 110 100 90 80 GDF SUEZ: -31,8% 70 60 CAC: -43,7% 50 40 DJ Euro Utilities: -46,5% 30 Before Before the the merger* merger* After After the the merger merger 20 31/12/2007 30/04/2009 * Sourc
Slide 41: A merger year
2008 RESULTS A merger year Convention for drawing up the proforma financial statements presented Merger completed on July 22, 2008 Proforma 2007 and 2008 income statements*: 12 month SUEZ + 12 month GDF drawn up as if the merger had taken place on January 1 of the period concerned Opening balance sh
Slide 42: 2008 results up sharply
2008 RESULTS 2008 results up sharply Double digit organic growth In €bn (Proforma unaudited data) Δ 08/07 2007(1)(2) 2008(2) Δ 08/07 organic Revenues 71.2 83.1 + 16.6% + 17.5% EBITDA 12.5 13.9 + 10.7% + 12.5% Current operating income 7.8 8.6 + 9.4% + 12.6% Net income, Group share 5.8 6.5 + 13.0% Net
Slide 43: 2008 results up sharply: EBITDA growth
2008 RESULTS 2008 results up sharply Sustained EBITDA growth in a volatile commodity price environment… EBITDA in €m (Proforma unaudited data) +12.5% of organic growth 29 96 (157) 1,388 28 13,886* Energy France Infra- Energy Environ- Others 246 structures Services ment 4 395 Energy Europe & Internat
Slide 44: From EBITDA to income from operating activities
2008 RESULTS 2008 results up sharply From EBITDA to income from operating activities EBITDA in €m (Proforma unaudited data) 2007 2008 EBITDA 12,539 13,886 Depreciation and amortization (3,695) (4,406) Purchase Price Allocation (662) (479) Concessions (235) (241) Other (123) (199) Current Operating I
Slide 45: From income from operating activities to net income
2008 RESULTS 2008 results up sharply From income from operating activities to net income In €m (Proforma unaudited data) 2007 2008 Income from operating activities 8,121 8,204 Financial result (903) (1,611) Income tax (1,331) (1,765) Share in the income of associates 646 447 Remedies(1) 301 2,141 Mi
Slide 46: Sustained cash flow generation
2008 RESULTS Sustained cash flow generation In €bn (Proforma unaudited data) 13.9 (0.6) 13.3 (2.5) (3.1) 0.5 8.2 EBITDA Renewal, Operating Taxes Δ WCR Other Cash flow restructuring cash flow charges, etc. 2009 Joint Shareholders' Meeting – May 4, 2009 46
Slide 47: A solid balance sheet
2008 RESULTS A solid balance sheet In €bn (Proforma unaudited data) 1.2 28.9(1) 6.8 17.3(1) 11.8 (8.2) Net debt Cash flow Net capex Return to FX, scope, Net debt 31/12/07 shareholders capital increase 31/12/08 and other (1) Including IAS 39 Net debt / EBITDA = x2.08 2009 Joint Shareholders' Meeting
Slide 48: A solid balance sheet: cash flow management
2008 RESULTS A solid balance sheet Supported by a rigorous cash flow management strategy In €bn Expiration of undrawn credit lines Undrawn credit 4.7 lines(1) Debt maturities €17.4bn after 2009 issuances vs. €11.3 bn at the end of 2008 Net cash(2) 12.7 1.2 1.5 3.9 5.1 4.4 2.9 Cash flow as of Debt an
Slide 49: Strong and competitive shareholder remuneration
2008 RESULTS Strong and competitive shareholder remuneration Dividend per share for 2008 2009 Dividend return of 8%(1) €0.80 per share €0.60 • Detachment on €2.20 06/05/2009 per share • Payment per share on 04/06/2009 €0.80 • Detachment on in cash or shares €0.80 06/05/2009 per share • Payment per s
Slide 50: Exceptional dividend payment schedule
2008 RESULTS Exceptional dividend payment schedule - Coupon detached - Option on special dividend opened AGM decision Payment of ordinary dividend balance Payment of special Reference period for calculating the 10% Decision period for exercising dividend discount on the average opening price the opt
Slide 51: GDF SUEZ: a special dividend
2008 RESULTS GDF SUEZ: a special dividend Illustrative example Special dividend Holds100 shares €0.80 Either dividend in cash: Or dividend in shares: Î €0.80 x 100 = €80 Strike price = €21.05(1) Taxation: €0.80 x 100 = €80 Î common law Î 3 shares (80/21 rounded down to nearest whole number) Î €17 in
Slide 52: 2008 targets exceeded
2008 RESULTS 2008 targets exceeded 2008 targets 2008 actuals EBITDA growth ≥10% +10.7% 9 Ordinary dividend +10% to +15%(1) €1.40 per share 9 €30 bn over Net industrial capex 2008-2010 €11.8 bn 9 Rating Strong A Strong A 9 (1) Average annual dividend per share growth of +10% to +15% between the divid
Slide 53: Governance: Audit Committee
CORPORATE GOVERNANCE Governance Intervention of the President of the Audit Committee’s President: Aldo Cardoso (4 members, 3 of which are independent) 16 meetings since the merger 2009 Joint Shareholders' Meeting – May 4, 2009 53
Slide 54: Rigorous and efficient long-term development
RIGOROUS AND EFFICIENT LONG-TERM DEVELOPMENT
Slide 55: Gas prices are tracking oil prices but with a lag time
RIGOROUS AND EFFICIENT LONG-TERM Gas prices are tracking oil prices but DEVELOPMENT with a lag time 140 6 months Brent 120 Cost of supply 100 80 60 40 20 6 months 0 05 06 07 08 09 5 6 7 8 5 6 7 8 9 5 6 7 8 l-0 l-0 l-0 l-0 r-0 r-0 r-0 r-0 r-0 -0 -0 -0 -0 n- n- n- n- n- ct ct ct ct Ju Ju Ju Ju Ap Ap A
Slide 56: Change in the cost of gas supply compared to the price billed to clients
RIGOROUS AND EFFICIENT LONG-TERM Change in the cost of gas supply DEVELOPMENT in 2008 and 2009 compared to the price billed to clients Price billed Cost of supply 08 09 05 06 07 5 6 7 8 5 6 7 8 9 5 6 7 8 l-0 l-0 l-0 l-0 r-0 r-0 r-0 r-0 r-0 -0 -0 -0 -0 n- n- n- n- n- ct ct ct ct Ju Ju Ju Ju Ap Ap Ap
Slide 57: A balanced and resilient business model
RIGOROUS AND EFFICIENT LONG-TERM A balanced and resilient business model well DEVELOPMENT positioned to face current market conditions Breakdown* of 2008 EBITDA Energy production sold on the market ~ 2/3 of EBITDA generated by 32% businesses with low exposure to short-term commodity price Energy sal
Slide 58: Attractive market fundamentals for the long term
RIGOROUS AND EFFICIENT LONG-TERM Attractive market fundamentals DEVELOPMENT for the long term Change in the global electricity generation mix Global demand for LNG in TWh in bcm 35000 Other renewables 30000 +2.4% p.a. Biomass and waste on average Hydro 800 25000 700 +5.1% p.a. Nuclear on average 600
Slide 59: Investment programme to underpin the Group's long-term growth
RIGOROUS AND EFFICIENT LONG-TERM Investment programme to underpin DEVELOPMENT the Group’s long-term growth Business lines 2008 gross capex Main investments in 2008 • Combined-cycle gas plants under construction (Montoir, Cycofos, CombiGolfe) Energy France €1.1bn • Renewable energy (wind, etc.) • Eco
Slide 60: Increase in managed generation capacity
RIGOROUS AND EFFICIENT LONG-TERM Increase in managed generation capacity DEVELOPMENT Installed electricity capacity* 100 GW 68 GW o/w 28 ex- +5.7 +0.2 Europe 9% Of which: 11% • Jirau (3.3 GW) • Estreito (1.1 GW) • Marafiq (2.7 GW) +1.9 • Ras Laffan (2.7 GW) 60 GW +0.6 +0.1 54% • Gheco (0.7 GW) o/w 2
Slide 61: Ongoing diversification of gas supply and E&P
RIGOROUS AND EFFICIENT LONG-TERM Ongoing diversification of gas supply DEVELOPMENT and E&P Long-term gas supply portfolio Hydrocarbon production Estimated at end-2008 ++ 20% 20% 51.3** Mboe Middle East-Asia* 2% Others 12% Russia 42.4 Mboe 20% Norway Algeria 14% 1% 10% 11% 20% United Kingdom Trinidad
Slide 62: Managing the crisis in Russia
RIGOROUS AND EFFICIENT LONG-TERM Managing the crisis in Russia DEVELOPMENT Illustration of the relevance of the Group’s supply policy Development of the crisis Deliveries of Russian gas via Ukraine halted from January 6 to 20 Unprecedented crisis affecting 15% of GDF SUEZ’s resources Cold snap
Slide 63: 2011 target confirmed
RIGOROUS AND EFFICIENT LONG-TERM 2011 target confirmed DEVELOPMENT Performance plan EBITDA impact* in €m €1,800m EFFICIO TARGET New New initiatives initiatives •• Improved €1,100m Improved industrial industrial performance performance •• Marketing Marketing efficiency efficiency •• Pooling, Pooling,
Slide 64: Conclusion
RIGOROUS AND EFFICIENT LONG-TERM Conclusion DEVELOPMENT We are CONFIDENT in the Group’s long-term prospects In the short term, we have STRONG ASSETS to face the crisis 2009 Joint Shareholders' Meeting – May 4, 2009 64
Slide 65: Corporate Governance
CORPORATE GOVERNANCE
Slide 66: Governance: five subcommittees of the Board
CORPORATE GOVERNANCE Governance Transparency and efficiency five subcommittees of the Board These committees are all chaired by a non-executive Director (art. 3 of the Board’s Internal Regulations) AUDIT COMMITTEE (4 members, 3 of which are independent) President: Aldo Cardoso STRATEGY AND INVESTMEN
Slide 67: Governance: Compensation Committee
CORPORATE GOVERNANCE Governance Intervention of the President of the Compensation Committee President: Lord Simon of Highbury (5 members, 4 of which are independent) 4 meetings since the merger 2009 Joint Shareholders' Meeting – May 4, 2009 67
Slide 68: Governance: Strategy and Investments Committee
CORPORATE GOVERNANCE Governance Intervention of the President of the Strategy and Investments Committee President: Jacques Lagarde (5 members, 3 of which are independent) 7 meetings since the merger 2009 Joint Shareholders' Meeting – May 4, 2009 68
Slide 69: Governance: Nominations Committee
CORPORATE GOVERNANCE Governance Intervention of the President of the Nominations Committee President: Jean-Louis Beffa (5 members, 4 of which are independent) 2 meetings since the merger 2009 Joint Shareholders' Meeting – May 4, 2009 69
Slide 70: Governance: Ethics, Environment and Sustainable Development Committee
CORPORATE GOVERNANCE Governance Intervention of the President of the Ethics, Environment and Sustainable Development Committee President: Edmond Alphandery (3 members, 2 of which are independent) 2 meetings since the merger 2009 Joint Shareholders' Meeting – May 4, 2009 70
Slide 71: Report from the Statutory Auditors
REPORT FROM THE STATUTORY AUDITORS
Slide 72: Report from the Independent Expert
REPORT FROM THE INDEPENDANT EXPERT
Slide 73: Exchange Together
EXCHANGE TOGETHER Gor SCH a
Slide 74: Voting of Resolutions
VOTING OF RESOLUTIONS
Slide 75: First resolution: Annual accounts for FY 2008
RESOLUTIONS First resolution Ordinary Meeting Annual accounts for FY 2008 This resolution has for purpose the approval of the annual accounts for FY 2008 2009 Joint Shareholders' Meeting – May 4, 2009 75
Slide 76: Second resolution: Consolidated accounts for FY 2008
RESOLUTIONS Second resolution Ordinary Meeting Consolidated accounts for FY 2008 This resolution has for purpose the approval of the consolidated accounts for FY 2008 2009 Joint Shareholders' Meeting – May 4, 2009 76
Slide 77: Third resolution: Allocation of income and dividend
RESOLUTIONS Third resolution Ordinary Meeting Allocation of the income and fixing of the amount of dividend for FY 2008 This resolution has for purpose to submit for approval the allocation of the income and the distribution of a dividend of 2.20 euros per share, broken down as follows: - an ordin
Slide 78: Fourth resolution: Regulated transactions
RESOLUTIONS Fourth resolution Ordinary Meeting Regulated transactions This resolution aims to submit the regulated transactions referred to in the auditors’ special report to the Combined General Meeting for approval. 2009 Joint Shareholders' Meeting – May 4, 2009 78
Slide 79: Fifth resolution: Trading in the Company's shares
RESOLUTIONS Fifth resolution Ordinary Meeting Authorization to confer to the Board of directors in order to allow the trading in the Company’s shares This resolution has for purpose to allow the Company to trade in its own shares: - Period of authorization: 18 months - Maximum purchase price: 55 e
Slide 80: Sixth resolution: Appointment of a director
RESOLUTIONS Sixth resolution Ordinary Meeting Appointment of a director representing the employee shareholders This resolution has for purpose to appoint as a director representing the employee shares, for a 4-year-term: Mr. Patrick ARNAUD 2009 Joint Shareholders' Meeting – May 4, 2009 80
Slide 81: Seventh resolution: Appointment of a director
RESOLUTIONS Seventh resolution Ordinary Meeting Appointment of a director representing the employee shareholders This resolution has for purpose to appoint as a director representing the employee shares, for a 4-year-term: Mr. Eric Charles BOURGEOIS 2009 Joint Shareholders' Meeting – May 4, 2009 8
Slide 82: Eighth resolution: Appointment of a director
RESOLUTIONS Eight resolution Ordinary Meeting Appointment of a director representing the employee shareholders This resolution has for purpose to appoint as a director representing the employee shares, for a 4-year-term: Mr. Emmanuel BRIDOUX 2009 Joint Shareholders' Meeting – May 4, 2009 82
Slide 83: Ninth resolution: Appointment of a director
RESOLUTIONS Ninth resolution Ordinary Meeting Appointment of a director representing the employee shareholders This resolution has for purpose to appoint as a director representing the employee shares, for a 4-year-term: Mrs Gabrielle PRUNET 2009 Joint Shareholders' Meeting – May 4, 2009 83
Slide 84: Tenth resolution: Appointment of a director
RESOLUTIONS Tenth resolution Ordinary Meeting Appointment of a director representing the employee shareholders This resolution has for purpose to appoint as a director representing the employee shares, for a 4-year-term: Mr. Jean-Luc RIGO 2009 Joint Shareholders' Meeting – May 4, 2009 84
Slide 85: Eleventh resolution: Appointment of a director
RESOLUTIONS Eleventh resolution Ordinary Meeting Appointment of a director representing the employee shareholders This resolution has for purpose to appoint as a director representing the employee shares, for a 4-year-term: Mr. Philippe TAURINES 2009 Joint Shareholders' Meeting – May 4, 2009 85
Slide 86: Twelfth resolution: Appointment of a director
RESOLUTIONS Twelfth resolution Ordinary Meeting Appointment of a director representing the employee shareholders This resolution has for purpose to appoint as a director representing the employee shares, for a 4-year-term: Mr. Robin VANDER PUTTEN 2009 Joint Shareholders' Meeting – May 4, 2009 86
Slide 87: Thirteenth resolution: Employee shareholding plan capital increase
RESOLUTIONS Thirteenth resolution Extraordinary Meeting Increase of share capital, with deprivation of the preferential subscription right, in favor of all entities whose sole purpose is to facilitate the implementation of the GDF SUEZ Group’s international employee shareholding plan This resoluti
Slide 88: Fourteenth resolution: Stock options
RESOLUTIONS Fourteenth resolution Extraordinary Meeting Authorization to confer to the Board of directors in order to grant options for the subscription or purchase of shares (stock-options) to the Group employees and officers This resolution has for purpose to authorize the award of stock options
Slide 89: Fifteenth resolution: Performance Shares
RESOLUTIONS Fifteenth resolution Extraordinary Meeting Authorization to confer to the Board of directors in order to award Performance Shares to the Group employees and/or officers This resolution has for purpose to authorize the award of existing Shares (called Performance Shares) : - Period of a
Slide 90: Sixteenth resolution: Powers for legal formalities
RESOLUTIONS Sixteenth resolution Extraordinary Meeting Powers to confer for the performance of legal formalities This resolution has for purpose to authorize the implementation of the decisions adopted by the General Meeting and the fulfillment of legal filings accordingly 2009 Joint Shareholders'
Slide 91: Alternate resolutions A, B and C
RESOLUTIONS Alternate resolutions A, B and C to the resolutions no. 14, 15 and 3 presented by the Action Gaz 2005 Mutual Fund 2009 Joint Shareholders' Meeting – May 4, 2009 91
Slide 92: Resolution A: Stock options
RESOLUTIONS Resolution A Extraordinary Meeting Authorization to confer to the Board of directors to award options for the subscription or purchase of shares (stock options) to the benefit of employees and officers This resolution has for purpose to authorize the award of stock options to the benef
Slide 93: Resolution B: Performance Shares
RESOLUTIONS Resolution B Extraordinary Meeting Authorization to confer to the Board of directors to award Performance Shares to employees and officers This resolution has for purpose to authorize the award of existing shares (called Performance Shares) to all the Group employees and officers evenl
Slide 94: Resolution C: Allocation of income and dividend
RESOLUTIONS Resolution C Ordinary Meeting Allocation of the income and fixing of the amount of dividend for FY 2008 This resolution has for purpose to allocate the income and to fix the amount of dividend to 0.80 euro per share, corresponding to the amount of the interim dividend paid out on Novem
Slide 95: Conclusion
Slide 96: Joint Shareholders' Meeting 2009
JOINT SHAREHOLDERS' MEETING 2009