Obligation Engie 5% ( FR0010718189 ) en EUR

Engie

100 % ▼

France

FR0010718189 ( en EUR )

5% par an ( paiement annuel )

23/02/2015 - Obligation échue

Prospectus brochure de l'obligation Engie FR0010718189 en EUR 5%, échue

1 000 EUR

750 000 000 EUR

ENGIE est une entreprise mondiale de l'énergie, active dans la production et la fourniture d'électricité et de gaz, ainsi que dans les services énergétiques.

L'Obligation émise par Engie ( France ) , en EUR, avec le code ISIN FR0010718189, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/02/2015

Base Prospectus dated 7 October 2008

GDF SUEZ
(incorporated with limited liability in the Republic of France) as Issuer and as Guarantor in respect of
Notes issued by Electrabel
ELECTRABEL
(incorporated with limited liability in the Kingdom of Belgium) as Issuer
10,000,000,000 Euro Medium Term Note Programme
On 6 March 2001 Suez and Suez Finance established a 2,000,000,000 Euro Medium Term Note Programme (the "Programme") and issued an Offering Circular on that date describing the
Programme. The Programme was last updated in 2007 with the publication of a base prospectus dated 9 August 2007. This Base Prospectus supersedes and replaces any Offering Circular or Base
Prospectus with respect to the Programme issued prior to the date hereof. Any Notes (as described below) issued under the Programme on or after the date of this Base Prospectus are issued subject to
the provisions described herein. This does not affect Notes issued prior to the date of this Base Prospectus.
Under the Programme, GDF SUEZ ("GDF SUEZ", in its capacity as guarantor of Notes (as defined below) issued by Electrabel, the "Guarantor" or, in its capacity as issuer, an "Issuer") and Electrabel
("Electrabel" or in its capacity as issuer, an "Issuer" and, together with GDF SUEZ, the "Issuers"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed 10,000,000,000 (or the equivalent in other currencies). Subject to compliance
with all relevant laws, regulations and directives, Notes issued by GDF SUEZ may be issued in euro, U.S. dollars, Japanese yen, Swiss francs, Sterling and in any other currency agreed between GDF
SUEZ and the relevant Dealers and Notes issued by Electrabel may be issued in euro, U.S. dollars, Japanese yen, Swiss francs, Sterling and in any other currency of a Member State of the OECD agreed
between Electrabel and the relevant Dealers. Notes issued by Electrabel will be unconditionally and irrevocably guaranteed by GDF SUEZ.
This Base Prospectus constitutes two base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus
Directive") in respect of, and for the purposes of giving information with regard to, GDF SUEZ and its fully consolidated subsidiaries taken as a whole (the "Group"), and Electrabel which is necessary
to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of GDF SUEZ and Electrabel.
Application has been made for approval of this Base Prospectus to the Commission de Surveillance du Secteur Financier in Luxembourg in its capacity as competent authority under the "Loi relative aux
prospectus pour valeurs mobilières" dated 10 July 2005. During a period of twelve months from the date of publication of this Base Prospectus, application may be made (i) to the Luxembourg Stock
Exchange for Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market (as defined below) of the
Luxembourg Stock Exchange and/or (ii) to the competent authority of another Member State of the European Economic Area for Notes issued under the Programme to be listed and admitted to trading on
a Regulated Market in such Member State. However, Notes may be issued under the Programme that are listed on other stock exchanges (whether on a Regulated Market or not) or are not listed. The
relevant final terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading and, if so,
the relevant stock exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (a "Regulated Market").
Notes will be in such denomination(s) as may be specified in the relevant Final Terms, save that the minimum denomination of each Note will be (i) if issued by GDF SUEZ, 1,000, or (ii) if issued by
Electrabel, 50,000 and in each case, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the issue date, or such higher amount as may be allowed or
required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant specified currency. Notes may be issued either in dematerialised form (the
"Dematerialised Notes") or, in the case of the GDF SUEZ only, in materialised form (the "Materialised Notes") as more fully described herein. Electrabel may only issue Dematerialised Notes (the
"Electrabel Dematerialised Notes"). Dematerialised Notes (other than Electrabel Dematerialised Notes) will at all times be in book entry form in compliance with Article L.211-4 of the French Code
monétaire et financier. Electrabel Dematerialised Notes will at all times be in book entry form in compliance with Article 468 of the Belgian Code des Sociétés (the "Companies Code"). No physical
documents of title will be issued in respect of the Dematerialised Notes. Materialised Notes will be in bearer form only and may only be issued outside France and the United States. Materialised Notes
may not be physically delivered in Belgium other than to a clearing system, a depository or another similar institution for the purpose of their immobilisation. A temporary global certificate in bearer form
without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. No interest will be payable on the Temporary Global Certificate.
Such Temporary Global Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about
the 40th day after the issue date of the Notes upon certification as to non U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as
defined below) intended to be cleared through Euroclear Bank S.A./N.V ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), be deposited on the issue date with
a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear
and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the relevant Issuer and the relevant Dealer (as defined below). The Electrabel Dematerialised
Notes will be cleared through the clearing system operated by the National Bank of Belgium ("NBB") or any successor thereto (the "X/N Clearing System").
The Programme has been rated Aa3 by Moody's Investors Service Ltd ("Moody's") and A by Standard and Poor's Ratings Services ("S&P"). GDF SUEZ is currently rated Aa3/P-1 by Moody's with
stable outlook and A/A-1- by S&P with positive outlook. Electrabel is currently rated A2/P-1 by Moody's with stable outlook. Notes issued pursuant to the Programme may be unrated or rated differently
from the current ratings of GDF SUEZ, Electrabel and the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time
by the assigning rating agency.
The final terms of the Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Arranger
Deutsche Bank
Dealers
Barclays Capital
BNP PARIBAS
CALYON Crédit Agricole CIB
Citi
Deutsche Bank
Fortis Bank
HSBC Merrill
Lynch
International
Morgan Stanley
Natixis
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland

This Base Prospectus should be read and construed in conjunction with any supplement hereto and
with any other documents incorporated by reference (see "Documents Incorporated by Reference")
and, each of which shall be incorporated in, and form part of this Base Prospectus in relation to any
Series (as defined herein) of Notes, should be read and construed together with the relevant Final
Terms, the Base Prospectus and the Final Terms being together, the "Prospectus".
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by any of the
Issuers or the Guarantor, as the case may be, or any of the Dealers or the Arranger (each as defined in
"General Description of the Programme"). Neither the delivery of this Base Prospectus nor any sale
made in connection herewith shall, under any circumstances, create any implication that there has been
no adverse change in the affairs of any of the Issuers or the Guarantor, as the case may be, or those of
the Group since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of any of the Issuers or
the Guarantor, as the case may be, or that of the Group since the date hereof or the date upon which
this Base Prospectus has been most recently supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by
either of the Issuers, the Guarantor, the Dealers and the Arranger to inform themselves about and to
observe any such restriction.
THE NOTES AND THE GUARANTEE HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND INCLUDE NOTES IN BEARER FORM THAT
ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS,
NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO
U.S. PERSONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES
OF NOTES AND ON DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "SUBSCRIPTION AND
SALE".
No action has been taken by any of the Issuers, the Guarantor or the Dealers which would permit a
public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for
that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Base Prospectus nor any Final Terms or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations and the Dealers have represented that all offers and sales by them will
be made on the same terms. Persons into whose possession this Base Prospectus comes are required by
the Issuers and the Guarantor, the Dealers and the Arranger to inform themselves about and to observe
any such restriction.
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on
behalf of the Issuers, the Guarantor, the Dealers or the Arranger to subscribe for, or purchase, any
Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or
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accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Base Prospectus. Neither this Base Prospectus nor any other information incorporated by reference in
this Base Prospectus is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuers, the Guarantor, the Arranger or the Dealers that
any recipient of this Base Prospectus or any Final Terms or any other information incorporated by
reference should subscribe for or purchase the Notes. In making an investment decision regarding the
Notes, prospective investors must rely on their own independent investigation and appraisal of the
relevant Issuer and the Guarantor, as the case may be, its business and the terms of the offering,
including the merits and risks involved. For further details, see "Risk Factors" herein. The contents of
this Base Prospectus or any Final Terms are not to be construed as legal, business or tax advice. Each
prospective investor should subscribe for or consult its own advisers as to legal, tax, financial, credit
and related aspects of an investment in the Notes. None of the Dealers or the Arranger undertakes to
review the financial condition or affairs of the Issuers, the Guarantor or the Group during the life of
the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor
in the Notes of any information coming to the attention of any of the Dealers or the Arranger.
The consolidated financial statements of Gaz de France and the Suez group for the years ended 31
December 2006 and 31 December 2007 have been prepared in accordance with International Financial
Reporting Standards ("IFRS"). Pro forma financial information for GDF SUEZ has been prepared for
the year ended 31 December 2007, and was derived from the respective consolidated financial
statements of Suez and Gaz de France, prepared in accordance with IFRS. The consolidated financial
statements of GDF SUEZ for the year ended 31 December 2008 will be prepared in accordance with
IFRS.
The consolidated financial statements of Electrabel for the year ended 31 December 2006 have been
prepared in accordance with IFRS. The non-consolidated financial statements of Electrabel for the year
ended 31 December 2007 have been prepared in accordance with generally accepted accounting
principles in Belgium ("Belgian GAAP").
In connection with the issue and distribution of any Tranche (as defined in "General Description of the
Programme") of Notes, the Dealer or the Dealers (if any) named as the stabilising manager(s) (the
"Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and
60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the
European Economic and Monetary Union which was introduced on 1 January 1999, references to "£",
"pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom, references
to "$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of America, references
to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan and references to "CHF"
and "Swiss francs" are to the lawful currency of Switzerland.
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FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain statements that are forward-looking including statements with respect
to each of the Issuers' business strategies, expansion and growth of operations, trends in its business,
competitive advantage, and technological and regulatory changes, information on exchange rate risk and
generally includes all statements preceded by, followed by or that include the words "believe", "expect",
"project", "anticipate", "seek", "estimate" or similar expressions. Such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual results may differ materially
from those in the forward-looking statements as a result of various factors. Potential investors are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the date hereof.
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TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME..................................................................................................................5
RISK FACTORS.................................................................................................................................................. 14
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS................ 25
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 26
DOCUMENTS ON DISPLAY............................................................................................................................ 34
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................... 36
INFORMATION INCORPORATED BY REFERENCE IN RESPECT OF GDF SUEZ................................. 38
INFORMATION INCORPORATED BY REFERENCE IN RESPECT OF ELECTRABEL .......................... 43
SUPPLEMENT TO THE BASE PROSPECTUS............................................................................................... 45
CLEARING OF THE ELECTRABEL DEMATERIALISED NOTES ............................................................. 46
TERMS AND CONDITIONS OF THE NOTES................................................................................................ 47
GUARANTEE OF GDF SUEZ .......................................................................................................................... 80
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES
..................................................................................................................................................................... 82
USE OF PROCEEDS .......................................................................................................................................... 84
DESCRIPTION OF GDF SUEZ......................................................................................................................... 85
DESCRIPTION OF ELECTRABEL .................................................................................................................. 90
RECENT DEVELOPMENTS OF THE ISSUERS ............................................................................................ 96
TAXATION.........................................................................................................................................................111
SUBSCRIPTION AND SALE ...........................................................................................................................116
FORM OF FINAL TERMS............................................................................................................................... 121
GENERAL INFORMATION ............................................................................................................................ 155

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SUMMARY OF THE PROGRAMME
This summary is provided for purposes of the issue by GDF SUEZ of Notes of a denomination less than
50,000. Investors in Notes of a denomination equal or greater than 50,000 should not rely on this summary
in any way, and GDF SUEZ accepts no liability to such investors. This summary must be read as an
introduction to this Base Prospectus and any decision to invest in the Notes should be based on a
consideration of this Base Prospectus as a whole, including the documents incorporated by reference.
Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of
the European Economic Area (an "EEA State"), no civil liability will attach to GDF SUEZ in any such
Member State solely on the basis of this summary, including any translation thereof, unless it is misleading,
inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim
relating to information contained in this Base Prospectus is brought before a court in a European Economic
Area State (an "EEA State"), the plaintiff may, under the national legislation of the EEA State where the
claim is brought, be required to bear the costs of translating this Base Prospectus before the legal
proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same meanings
in this summary.
1
Notes to be issued under the Programme
Description of the Programme
Euro Medium Term Note Programme for the continuous offer
of Notes (the "Programme")
Issuer
GDF SUEZ
Substituted Issuer(s)
GDF SUEZ may at any time transfer all of its rights,
obligations and liabilities under the Notes to a fully
consolidated subsidiary of GDF SUEZ. See "Terms and
Conditions of the Notes Substitution of any Issuer".
Programme Limit
Up to 10,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate nominal amount of Notes
outstanding at any one time, including Notes of Electrabel or a
Substituted Issuer
Arranger
Deutsche Bank AG, Paris Branch
Dealers under the Programme
Barclays Bank PLC
BNP Paribas
CALYON
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Fortis Bank nv-sa
HSBC Bank plc
Merrill Lynch International
Morgan Stanley & Co. International plc
Natixis
Société Générale
The Royal Bank of Scotland plc
5

Fiscal Agent and Principal Paying
Citibank, N.A., London Branch
Agent
Paying Agents
Citibank International plc, Paris Branch and Deutsche Bank
Luxembourg S.A.
Method of Issue
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise identical
(or identical other than in respect of the first payment of
interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which
will be supplemented, where necessary, with supplemental
terms and conditions and, save in respect of the issue date, issue
price, first payment of interest and nominal amount of the
Tranche, will be identical to the terms of other Tranches of the
same Series) will be set out in the Final Terms to this Base
Prospectus (the "Final Terms").
Maturities
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one month from the date of
original issue.
Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes issued by GDF SUEZ may be issued in euro,
U.S. dollars, Japanese yen, Swiss francs, Sterling and in any
other currency agreed between GDF SUEZ and the relevant
Dealers.
Denomination(s)
Notes will be in such denomination(s) as may be specified in
the relevant Final Terms, save that the minimum denomination
of each Note will be, when issued by GDF SUEZ, 1,000 (or if
the Notes are denominated in a currency other than euro, the
equivalent amount in such currency at the issue date) or such
higher amount as may be allowed or required from time to time
by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant specified currency.

Unless otherwise permitted by then current laws and
regulations, Notes (including Notes denominated in Sterling)
having a maturity of less than one year from the date of issue
and in respect of which the issue proceeds are to be accepted by
GDF SUEZ in the United Kingdom or whose issue otherwise
constitutes a contravention of Section 19 of the Financial
Services and Markets Act 2000 (the "FSMA") will have a
minimum denomination of £100,000 (or its equivalent in other
currencies).
Form of Notes
Notes may be issued either in dematerialised form
("Dematerialised Notes") or in materialised form
("Materialised Notes"). Dematerialised Notes will not be
6

exchangeable for Materialised Notes and Materialised Notes
will not be exchangeable for Dematerialised Notes.

The relevant Final Terms will specify whether Dematerialised
Notes issued by GDF SUEZ are to be in bearer (au porteur)
dematerialised form or in registered (au nominatif)
dematerialised form.

Materialised Notes will be in bearer form ("Materialised
Bearer Notes") only. A Temporary Global Certificate will be
issued initially in respect of each Tranche of Materialised
Bearer Notes. Materialised Notes may only be issued outside
France and outside the United States. Materialised Notes may
not be physically delivered in Belgium, other than to a clearing
system, a depository or another similar institution for the
purpose of their immobilisation.
Status of Notes
The Notes will constitute unconditional, unsubordinated and
(subject to the provisions of Condition 4) unsecured obligations
of GDF SUEZ and will rank pari passu without preference or
priority among themselves and (save for certain obligations
required to be preferred by law) equally and rateably with all
other present or future unsecured and unsubordinated
obligations, indebtedness and guarantees of the relevant Issuer.
Negative Pledge
There will be a negative pledge in respect of Notes as set out in
Condition 4 - see "Terms and Conditions of the Notes -
Negative Pledge".
Event of Default
There will be events of default including a cross-default in
(including cross-default)
respect of the Notes as set out in Condition 9 - see "Terms and
Conditions of the Notes - Events of Default".
Redemption Amount
The relevant Final Terms will specify the basis for calculating
the redemption amounts payable.
Optional Redemption
The Final Terms issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated
maturity at the option of the relevant Issuer (either in whole or
in part) and/or the Noteholders and, if so, the terms applicable
to such redemption.

The Final Terms issued in respect of each issue of Notes that
are redeemable in two or more instalments will set out the dates
on which, and the amounts in which, such Notes may be
redeemed.
Early Redemption
Except as provided in "Optional Redemption" above, Notes
will be redeemable at the option of the relevant Issuer prior to
maturity only for tax reasons. See "Terms and Conditions of
the Notes - Redemption, Purchase and Options".
Taxation
Payments of interest and other revenues made by GDF SUEZ
in respect of the Notes will be made without withholding or
deduction for, or on account of, the withholding tax set out
7

under Article 125 A III of the French tax code, as provided by
Article 131 quater of the French tax code, to the extent that the
Notes are issued (or are deemed to be issued) outside France.
See "Terms and Conditions of the Notes - Taxation".
Types of Notes
GDF SUEZ may issue Fixed Rated Notes, Floating Rate Notes,
Zero Coupon Notes, Dual Currency Notes and Index Linked
Notes or other Notes as specified in the relevant Final Terms.
Governing Law
The Notes and the Guarantee are governed by French law.
Listing and Admission to trading
Listing on the official list of the Luxembourg Stock Exchange,
or as otherwise specified in the relevant Final Terms. A Series
of Notes may be unlisted.

Admission to trading on the Regulated Market of the
Luxembourg Stock Exchange, or as otherwise specified in the
relevant Final Terms.
Offer to the Public
Unless the Final Terms so specify, the Notes shall not be
offered to the public in Luxembourg and/or in any Member
State of the European Economic Area.
Selling Restrictions
There are restrictions on the offers and sale of Notes and the
distribution of offering material in various jurisdictions. See
"Plan of Distribution". In connection with the offering and
sale of a particular Tranche, additional selling restrictions may
be imposed which will be set out in the relevant Final Terms.

2
Key information about the Issuer
(A) Key information about the Issuer
GDF SUEZ ("GDF SUEZ" or the "Issuer", and together with its fully consolidated subsidiaries taken
as a whole, the "Group") is one of the leading energy providers in the world1, incorporated in France
as a société anonyme, registered at the Registre du Commerce et des Sociétés de Paris under reference
number SIREN 542 107 651. Its registered and principal office is located at 16-26, rue du Docteur
Lancereaux, 75008 Paris, France.
The Group has been recently established following the merger-takeover of Suez by Gaz de France.
Such transaction was taking place in a climate of far-reaching, accelerated change in the energy sector
in Europe. The merger of the two companies has therefore created a world leader in energy with a
strong presence in France and Belgium2.
Summary of the Group's business activities
GDF SUEZ is active across the entire energy value chain, in electricity and natural gas, upstream to
downstream:
· purchasing, production and marketing of natural gas and electricity;

1 Internal source at Suez based on data published by competitors.
2 Source: the Merger Prospectus (as defined in the section "Documents Incorporation by Reference" of this Base Prospectus).
8

· transportation, distribution, management and development of major infrastructures or natural
gas and electricity; and
· development and marketing of energy services and development and marketing of water and
waste treatment services.
The Group develops its businesses (energy, energy services and environment) around a responsible
growth model to take up the great challenges: responding to energy needs, ensuring the security of
supply, fighting against climate change and maximizing the use of resources.
GDF SUEZ relies on diversified supply sources as well as flexible and high-performance power
generation in order to provide innovative energy solutions to individuals, cities and businesses.
GDF SUEZ is organized in 5 business lines "Energy":
· Energy France;
· Energy Europe and International;
· Global Gaz and LNG;
· Infrastructures;
· Energy Services;
and one business line "Environment".
(B) Share
capital
Following the merger between Gaz de France and Suez, effective as at 22 July 2008, the share capital
is 2,191,532,680 as of that date, represented by 2,191,532,680 shares with a par value of 1, as fully
paid.
9