Slide 1: A new World Leader in Energy
A new World Leader in Energy 1 June 2008
Slide 2: Disclaimer
Disclaimer Important Information This communication does not constitute an offer or the solicitation of an offer to purchase, sell, or exchange any securities of SUEZ, SUEZ Environnement Company securities or Gaz de France, nor shall there be any offer, solicitation, purchase, sale or exchange of se
Slide 3: Table of contents
Table of contents 1. July 2008: birth of a new World Leader in Energy 2. An ambitious and value-creating industrial development 3. Communications calendar 4. Conclusion 3
Slide 4: July 2008: birth of a World Leader in Energy
1 July 2008: birth of a World Leader in Energy
Slide 5: Birth of a World Leader in Energy
Birth of a World Leader in Energy Leader in natural gas in Europe Main utilities in the world # 1 purchaser # 1 transmission and distribution network 2007 revenues(1) - € billion # 2 European storage operator 74 69 Leader in electricity # 5 power producer and supplier in Europe 60 # 2 French pow
Slide 6: An industrial player with powerful assets
An industrial player with powerful assets A unique combination of businesses Active in the entire energy value chain Multi-energy offering Strategy fit between the energy and services businesses Strong flexibility in energy generation and supply Diversified and efficient power generation mix Str
Slide 7: Merger terms subject to the vote of the EGMs
Merger terms subject to the vote of the EGMs Proforma shareholding structure(3) 21 Gaz de France shares for 22 SUEZ shares 1.2% 1.7% 1.1% 2.8% 5.3% Simultaneous distribution of 65% of the shares of SUEZ Environnement to SUEZ shareholders 1 SUEZ Environnement share for 4 SUEZ shares State approva
Slide 8: A merger in July 2008
A merger in July 2008 Planned calendar and next steps July 16, 2008 Extraordinary and Ordinary General Meeting of the shareholders of SUEZ July 16, 2008 Extraordinary and Ordinary General Meeting of the shareholders of Gaz de France July 22, 2008 Completion of the merger by absorption of SUEZ
Slide 9: GDF SUEZ will be in working order as soon as the merger is effective
GDF SUEZ will be in working order as soon as the merger is effective GDF SUEZ organization now defined Role of the different management levels Headquarter - Divisions - Business units Definition of the management process of functional departments Divisional and functional organization project no
Slide 10: Remedies implementation status
Remedies implementation status(1) Disposal of the 57.25% SUEZ stake in Distrigas for €2.7bn Agreement signed with ENI on May 29, 2008 Implementation of Fluxys related commitments: stake in Fluxys to be brought down to 45% (and disposal of Gaz de France stake in Segeo to Fluxys) Increase of the s
Slide 11: Acquisition of ENI energy assets
Acquisition of ENI energy assets Virtual power production (VPP) capacity of 1,100 MW in Italy for 20-years Total production capacity of the Group in Italy raised to 4,600 MW, an increase of approximately 1/3 Acquisition price of €1.2bn Natural gas distribution network of the city of Roma 5,300 k
Slide 12: Governance: composition of the new Board of Directors
Governance: composition of the new Board of Directors Board of Directors consisting of 24 members: 10 directors proposed by Suez 10 directors proposed by Gaz de France including including Chairman and CEO Vice-Chairman and President Gérard Mestrallet Jean-François Cirelli 7 State representativ
Slide 13: An ambitious and value-creating industrial development
2 An ambitious and value-creating industrial development
Slide 14: An ambitious development strategy
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: Upstrea
Slide 15: A steady and consistent industrial development
A steady and consistent industrial development Acquisition of new natural gas reserves and discovery of natural gas at West el Burullus in Egypt, beginning of operation of gas fields of Njord, Fram and Snovhit in Norway and Minke in the UK LNG supply contracts: extension of the Sonatrach contrac
Slide 16: A steady and consistent industrial development
A steady and consistent industrial development Hydraulic capacities: Jirau (3,300 MW) and Ponte de Pedra (176 MW) in Brazil, La Verna in France Thermal capacities: CCGT power plant of Teesside Power Limited in England (1,875 MW), Ras Laffan project in Qatar (2,730 MW and desalination of 286,000
Slide 17: A strong financial profile
A strong financial profile Financial profile GDF SUEZ A financial structure that sustains the ambitious strategy of industrial growth 2007 IFRS proforma(1) unaudited data In €bn Low gearing Revenues 74.3 Strong potential for cash flow generation EBITDA 13.1 A key stock in the energy sector Among
Slide 18: Strong prospects for profitable growth
Strong prospects for profitable growth EBITDA(1) target of €17bn in 2010 Potential for operational synergies of approximately €1bn per year in 2013 Average annual capex of €10bn(2) between 2008–10 Strict financial discipline Ratings target: Strong A Confirmation of medium-term financial ob
Slide 19: An attractive shareholder remuneration policy
An attractive shareholder remuneration policy Dynamic dividend policy targeting an attractive yield compared to the sector average Target payout ratio: above 50% of Group recurring net income Average annual growth in dividend per share of 10% to 15% between dividend paid in 2007(1) and dividend pa
Slide 20: Communication calendar
Communication calendar \ Gaz de France sWw/eCZ
Slide 21: Planned communication calendar
Planned communication calendar 2008 Half-Year Results August 31, 2008 Presentation of H1 2008 results of SUEZ and Gaz de France (on a stand alone basis) Presentation of H1 2008 pro forma results of GDF SUEZ (on a non segmented basis) 2008 GDF SUEZ Investor Day: Q4 2008 Strategic update post-merger,
Slide 22: Conclusion
Conclusion \ Gaz de France sWw/eCZ
Slide 23: A merger on track
A merger on track Creation of a World Leader in Energy A strong value-creating potential for industrial development A dynamic remuneration policy for shareholders GDF SUEZ in working order as soon as the merger is effective 23
Slide 24: Appendices
5 Appendices 1. Financial Data 2. Governance and organisation 3. Prospects and industrial strategy 4. Integration
Slide 25: Definition of EBITDA applied to the new Group
Definition of EBITDA applied to the new Group 2007 pro forma unaudited data in €m Current Operating Income (combined proforma)(1) 8,339 + Depreciation, amortization and provisions(1) 4,197 + Share-based payments 123 + Net disbursements under concession contracts 481 Combined unaudited pro forma EBIT
Slide 26: From previous published numbers to EBITDA of the new Group
From previous published numbers to EBITDA of the new Group 2007 pro forma unaudited data (in €m) EBITDA published by SUEZ 7,965 - Pensions and other similar provisions reversals / accruals(1) 126 - Financial income (excluding interests received) (200) - Share in net income of associates (458) = SUEZ
Slide 27: New Group pro forma summary P&L
New Group pro forma summary P&L 2007 pro forma unaudited data (in €m) Revenues 74,252 Purchases (35,397) Personnel costs (10,767) Depreciation, amortization and provisions (4,197) Other operating income (loss) (15,552) Current operating income 8,339 Mark-to-Market on commodity contracts other than t
Slide 28: Preliminary allocation of acquisition goodwill
Preliminary allocation of acquisition goodwill (in €Bn) 11.9 Residual 17.1 goodwill 0.4 Initial goodwill 26.2 2.3 5.2 5.3 6.3 30.5 Net assets 25.3 fair value Net assets historical costs 16.2 Step-up Step-up Step-up Step-up Deferred tax concession tangible intangible associates (liability) assets ass
Slide 29: Shareholding structure of Gaz de France and SUEZ
Shareholding structure of Gaz de France and SUEZ(1) Gaz de France shareholders (undiluted) SUEZ shareholders (undiluted) Million Million In % shares In % shares French State 785 79.8% SUEZ employees 38.9 3.0% Gaz de France employees 19.7 2.0% GBL 122.8 9.4% Crédit Agricole Group 15.9 1.2% Institutio
Slide 30: Proforma GDF SUEZ shareholding structure
Proforma GDF SUEZ shareholding structure Undiluted GDF SUEZ Diluted GDF SUEZ shareholding structure(1,2,3) shareholding structure(1,2,3,4) Million Million shares In % shares In % State 781.4 35.7% State 781.4 35.0% Gaz de France employees 24.8 1.1% Gaz de France employees 24.8 1.1% Institutional inv
Slide 31: Composition of the Board of Directors
Composition of the Board of Directors Initially 24 members* Gérard Jean-François SUEZ Albert Frère Mestrallet (2012) Cirelli (2012) Gaz de France Jean-Louis Beffa (2011) (2012) Paul Desmarais Jr Aldo Cardoso (2012) (2011) René Carron State (2011) Representative Thierry State de Rudder (2011) Represe
Slide 32: Committees of the Board of Directors
Committees of the Board of Directors Ethics, Environement and Sustainable development committee Audit committee 3 to 5 members 3 to 6 members 1/2 independent members at least 2/3 independent members at least (in All committees chaired Meetings: once a year at least accordance with the Bouton
Slide 33: Operational structure of GDF SUEZ
Operational structure of GDF SUEZ Chairman and CEO – Gérard Mestrallet Energy Policy Vice-Chairman, President – Jean-François Cirelli Committee Energy France Henri Ducré Energy Europe & Jean-Pierre Hansen International Dirk Beeuwsaert (deputy) Energy Energy Europe Energy International Benelux - Germ
Slide 34: Stable shareholding structure for SUEZ Environnement
Stable shareholding structure for SUEZ Environnement Shareholders' agreement between GDF SUEZ (35% of the capital of SUEZ Environnement) and some of the main shareholders(1) of SUEZ representing approximately 47% of the capital of SUEZ Environnement Initial duration of 5 years Reciprocal preemptio
Slide 35: A clearly defined role of the French State
A clearly defined role of the French State The State will be a shareholder of the new Group (approximately 35.7% of capital) Representation of the State at the Board of Directors (7 Directors)(1) Clear separation between the State as a shareholder and as a regulator Specific right of the Sta
Slide 36: Ambitious industrial objectives in all businesses
Ambitious industrial objectives in all businesses Energy France Energy Europe Global Gas Infrastructures Energy Environment & International and LNG services Develop multi- Priority given to Target reserves of Increase regasification Leverage the Growth strategy energy offerings developme
Slide 37: A sustained industrial capex program
A sustained industrial capex program Indicative split of annual capex(¹), average between 2008-2010 In €bn 4.0-4.5 1.5-2.0 ~ 1.5 1.0-1.5 1.0-1.5 0.3-0.5 Energy Energy Global Gas Infrastructures Energy Environment France Europe & and LNG Services International Average annual capex of €10bn(1) between
Slide 38: Operational synergies
Confirmed potential for operational synergies of approximately €1bn per year by 2013 Pre-tax annual impact post impact of remedies o/w 2008-2010 Annual total 2013 Gas sourcing €100m €180m Operational synergies Scale effect Other procurement €120m €120m Operating costs €90m Supply and €320m commercia
Slide 39: Synergies related to gas sourcing: scale effect and optimisation
Synergies related to gas sourcing(1): scale effect and optimisation Sourcing synergies Reduction in sourcing costs X Enhanced bargaining power towards suppliers and diversification of supply sources X Optimisation of price and risk profile Further optimisation of sourcing portfolio X Establishme
Slide 40: Clear procurement savings (other than energy)
Clear procurement savings (other than energy) Procurement savings (other than energy) Joint procurement management and operational integration X Bargaining power bolstered due to volume effects X Use of master contracts X Best practices implementation X Establishment of a common platform Insuran
Slide 41: Operational costs synergies confirmed within the new group perimeter
Operational costs synergies confirmed within the new group perimeter Operational, supply and Short term operational cost reductions commercial costs synergies X Streamlining of structure costs (volume effects on external costs: communication, consultancy, IT…) X Pooling of expertise and decision c
Slide 42: Revenue synergies over the medium term
Revenue synergies over the medium term as a materialization of operational complementarities Revenue synergies Additional electricity production capacities in Europe based on the existing assets of the partner Client portfolios Gas supply and storage capacities Development of an integrated LNG c
Slide 43: Preparing the integration process
Preparing the integration process A dedicated organisation in charge of preparing and implementing the integration process Numerous in-depth projects already completed since the announcement of the merger project Strategic and operational leadership Joint integration team Three divisions in
Slide 44: Opinions on transaction consideration
Opinions on transaction consideration Opinions to SUEZ Opinions to Gaz de France Fairness opinion on exchange terms issued by BNP Paribas Report by Messrs Ledouble, Ricol et Baillot, and JP Morgan as advisor to SUEZ « commissaires à la fusion » Fairness opinion on exchange terms issued by HSBC Fairn
Slide 45: Merger legal steps
Merger legal steps Distribution 3 SUEZ Shareholders Gaz de France Shareholders by SUEZ to its shareholders (other than itself) of 65% of SEC shares post-contribution 4 GDF SUEZ merger 100% Rivolam COMPANY (SEC) 1 Merger-absorbtion 100% of Rivolam by Suez 2 100% Contribution by SUEZ to SEC of 100% of