Obligation Engy S.A. 3% ( FR0011261924 ) en EUR

Engy S.A.

100 % ▼

France

FR0011261924 ( en EUR )

3% par an ( paiement annuel )

31/01/2023 - Obligation échue

Prospectus brochure de l'obligation Engie S.A FR0011261924 en EUR 3%, échue

1 000 EUR

1 000 000 000 EUR

Engie S.A. est une entreprise multinationale française spécialisée dans l'énergie, opérant dans la production et la fourniture d'électricité et de gaz naturel, ainsi que dans les services énergétiques.

L'Obligation émise par Engy S.A. ( France ) , en EUR, avec le code ISIN FR0011261924, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/01/2023

PROSPECTUS
GDF SUEZ
Euro 1,000,000,000 1.50 per cent. notes due 2016 (the "2016 Notes")
Euro 1,000,000,000 2.25 per cent. notes due 2018 (the "2018 Notes") and
Euro 1,000,000,000 3.00 per cent. notes due 2023 (the "2023 Notes")
issued under the Euro 25,000,000,000 Euro Medium Term Note Programme
Issue Prices: 99.526 per cent. of the Aggregate Nominal Amount of the 2016 Notes
99.739 per cent. of the Aggregate Nominal Amount of the 2018 Notes
98.580 per cent. of the Aggregate Nominal Amount of the 2023 Notes
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC. This Prospectus contains information relating to the issue by GDF SUEZ (the
"Issuer" or "GDF SUEZ") of its Euro 1,000,000,000 1.50 per cent. Notes due 2016 (the "2016 Notes"), its Euro 1,000,000,000 2.25 per cent. Notes due 2018 (the "2018 Notes") and its
Euro 1,000,000,000 3.00 per cent. Notes due 2023 (the "2023 Notes", together with the 2016 Notes and the 2018 Notes, the "Notes" and each a "Series") issued under the Issuer's
Euro 25,000,000,000 Euro Medium Term Note Programme (the "Programme"). This Prospectus incorporates by reference, inter alia, the Base Prospectus (as defined herein) relating to the
Programme. See for further details the section "Documents Incorporated by Reference".
The Notes will be issued on 1st June 2012 (the "Issue Date"). Interest on the 2016 Notes will accrue at a rate of 1.50 per cent. per annum from and including the Issue Date and will be payable
annually in arrear on 1st February in each year, commencing on 1st February 2013. Interest on the 2018 Notes will accrue at a rate of 2.25 per cent. per annum from and including the Issue Date and
will be payable annually in arrear on 1st June in each year, commencing on 1st June 2013. Interest on the 2023 Notes will accrue at a rate of 3.00 per cent. per annum from and including the Issue
Date and will be payable annually in arrear on 1st February in each year, commencing on 1st February 2013.
Payments on the Notes will be made without deduction for or on account of taxes of the Republic of France, to the extent, and subject to the exemptions, described under "Terms and Conditions of
the Notes - Taxation" of the Base Prospectus.
The 2016 Notes, unless redeemed early or purchased and cancelled, will mature on 1st February 2016. The 2018 Notes, unless redeemed early or purchased and cancelled, will mature on 1st June
2018. The 2023 Notes, unless redeemed early or purchased and cancelled, will mature on 1st February 2023.
The Issuer may, and in certain circumstances shall, redeem all (but not some only) of the Notes at their principal amount plus accrued interest if certain French taxes are imposed as set out in
"Terms and Conditions of the Notes Redemption, Purchase and Options Redemption for Taxation Reasons" of the Base Prospectus.
In the event that the recommended acquisition of all of the issued and to be issued ordinary share capital of International Power plc by Electrabel S.A., a wholly owned subsidiary of GDF SUEZ, to
be effected by means of a Scheme of Arrangement under Part 26 of the UK Companies Act 2006, further details of which are set out in a scheme document dated 14 May 2012 (the "Scheme of
Arrangement") (i) lapses or is withdrawn or otherwise terminates before it becomes effective or (ii) has not become effective on or before 31 October 2012, the Issuer may, upon prior notice to the
Noteholders, but not later than 15 November 2012, redeem, at its option, all (but not some) of the 2016 Notes and/or the 2018 Notes and/or the 2023 Notes at their respective Optional Early
Redemption Amount together with any accrued but unpaid interest on such Notes as more fully set out in the Terms and Conditions of the 2016 Notes, the Terms and Conditions of the 2018 Notes
and the Terms and Conditions of the 2023 Notes therein.
The Notes will be inscribed in book-entry bearer form (inscription en compte) on the Issue Date in the books of Euroclear France S.A. ("Euroclear France") which shall credit the accounts of the
Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination(s), Title and Redenomination of the Notes" in the Base Prospectus) including Euroclear Bank S.A./N.V.
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
The Notes will be in bearer dematerialised form (au porteur) in the denomination of Euro 1,000. The Notes will at all times be represented in book-entry form (dématérialisés) in the books of the
Euroclear France Account Holders in compliance with Article L.211-4 of the French Code monétaire et financier. No physical document of title will be issued in respect of the Notes.
For the purpose of Article L. 228-90 of the French Code de commerce, the Notes will be issued outside France.
Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of this Prospectus, in its capacity as competent authority pursuant to Article 212-2 of its Règlement
Général which implements the Directive 2003/71/EC.
Application has been made to Euronext Paris for the Notes to be admitted to trading and to be listed on Euronext Paris as of the Issue Date.
The 2016 Notes, 2018 Notes and the 2023 Notes have each been rated A (stable) by Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. ("S&P") and A1 (on review for
downgrade) by Moody's Investors Services Limited ("Moody's"). Each of S&P and Moody's is established in the European Union, is registered under Regulation (EC) No.1060/2009 on credit ratings
agencies, as amended by Regulation (EU) No. 513/2011 and is included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority
(www.esma.europa.eu). Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation. 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.
Copies of this Prospectus (a) may be obtained, free of charge, at the registered office of the Issuer during normal business hours, (b) will be available on the website of the AMF (www.amf-france.org) and
(c) will be available on the website of the Issuer (www.gdfsuez.com).
There are restrictions to the offer and sales of the Notes as further discussed in the section entitled "Subscription and Sale" below. In particular, offers and sales of Notes in any Member State
of the European Economic Area may only be made (a) to a qualified investor as defined in Directive 2003/71/EC as amended by Directive 2010/73/EU to the extent that Directive 2010/73/EU
has been implemented in any relevant Member State (the "Prospectus Directive"), and/or, (b) if any prospective investor is not a qualified investor, to any such investor who acquires Notes of
any Series for a total consideration of at least Euro 100,000.
Prospective investors should carefully review and consider the section of the Base Prospectus entitled "Risk Factors" prior to purchasing any Notes.
Joint Lead Managers
Banco Bilbao Vizcaya Argentaria, S.A.
BNP Paribas
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Deutsche Bank AG, London Branch
HSBC
ING Commercial Banking
J.P. Morgan
Mitsubishi UFJ Securities
Mizuho International plc
NATIXIS
Santander Global Banking & Markets
The Royal Bank of Scotland
UniCredit Bank
The date of this Prospectus is 30 May 2012

This Prospectus is to be read and construed in conjunction with the documents incorporated by reference in this
Prospectus (see "Documents Incorporated by Reference" below) which have been previously published and which shall
be deemed to be incorporated by reference in, and form part of, this Prospectus (except to the extent so specified in, or to
the extent inconsistent with, this Prospectus).
No person has been authorised to give any information or to make any representation other than those contained in this
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 the Issuer or any of the Joint Lead Managers (as defined herein).
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer or its respective consolidated
subsidiaries and affiliates as a whole (together with the Issuer, the "Group") since the date hereof or that there has been
no adverse change in the financial position of the Issuer or the Group since the date hereof or that any other information
supplied in connection with this Prospectus 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.
All or some of the Joint Lead Managers and their affiliates have and/or may in the future engage, in investment banking,
commercial banking and other financial advisory and commercial dealings with the Issuer and its affiliates and in
relation to securities issued by any entity of the Group. They have or may (i) engage in investment banking, trading or
hedging activities including in activities that may include prime brokerage business, financing transactions or entry into
derivative transactions, (ii) act as underwriters in connection with offering of shares or other securities issued by any
entity of the Group or (iii) act as financial advisers to the Issuer or other companies of the Group. In the context of these
transactions, certain of such Joint Lead Managers have or may hold shares or other securities issued by entities of the
Group. Where applicable, they have or will receive customary fees and commissions for these transactions.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the
Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes which
are the subject of the offering contemplated in this Prospectus may only do so in circumstances in which no obligation
arises for the Issuer or any of the Joint Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer. Neither the Issuer nor the Joint Lead Managers have authorised, nor do they authorise, the making of any offer of
the Notes in circumstances in which an obligation arises for the Issuer or the Joint Lead Managers to publish or
supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform
themselves about and to observe any such restriction. The Notes 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. Subject to certain exceptions, Notes may not be offered or sold within the
United States or to a U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution
of this Prospectus, see "Subscription and Sale" herein.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead Managers
to subscribe for, or purchase, any Notes.
In connection with the issue of the Notes, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank
AG, London Branch, HSBC Bank plc, Merrill Lynch International, and The Royal Bank of Scotland plc will act as
stabilising managers (the "Stabilising Managers"), it being specified that Deutsche Bank AG, London Branch will act as
stabilising coordinator. The Stabilising Managers (or persons acting on behalf of the Stabilising Managers) 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 Managers will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of
the offer of the Notes 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 Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-
allotment shall be conducted in accordance with applicable laws and rules.
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TABLE OF CONTENTS
Page
SUMMARY...................................................................................................................................................... 4
RESUME EN FRANÇAIS (SUMMARY IN FRENCH)...................................................................................... 11
DOCUMENTS INCORPORATED BY REFERENCE........................................................................................ 18
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS.................................... 22
RISK FACTORS............................................................................................................................................. 23
TERMS AND CONDITIONS OF THE 2016 NOTES......................................................................................... 24
TERMS AND CONDITIONS OF THE 2018 NOTES......................................................................................... 32
TERMS AND CONDITIONS OF THE 2023 NOTES......................................................................................... 40
TAXATION.................................................................................................................................................... 48
SUBSCRIPTION AND SALE .......................................................................................................................... 49
DESCRIPTION OF THE ISSUER .................................................................................................................... 51
GENERAL INFORMATION ........................................................................................................................... 53
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SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes should be
based on a consideration of this Prospectus as a whole, including the documents incorporated by reference. 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
Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in 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 Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" set out in the Base Prospectus dated 9
September 2011 (the "Base Prospectus"), as completed by the Terms and Conditions of the 2016 Notes (as defined
below), the 2018 Notes (as defined below) and the 2023 Notes (as defined below) therein, shall have the same
meanings in this summary.
1
Notes to be issued
Description of the Notes
Issue of Euro 1,000,000,000 1.50 per cent. Notes due 2016 (the "2016
Notes"), Euro 1,000,000,000 2.25 per cent. Notes due 2018 (the "2018
Notes") and Euro 1,000,000,000 3.00 per cent. Notes due 2023 (the
"2023 Notes", together with the 2016 Notes and the 2018 Notes, the
"Notes")
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. In such case, GDF SUEZ would unconditionally and
irrevocably guarantee the payment of principal and interest on the
Notes pursuant to an autonomous obligation (garantie autonome) of
GDF SUEZ, substantially in the form set out in the Base Prospectus.
See sections "Terms and Conditions of the Notes Substitution of
any Issuer" and "Pro-Forma of the Guarantee of GDF SUEZ" of
the Base Prospectus.
Aggregate Nominal Amount
2016 Notes : Euro 1,000,000,000
2018 Notes : Euro 1,000,000,000
2023 Notes : Euro 1,000,000,000
Joint Lead Managers
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
BNP Paribas
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
HSBC Bank plc
ING Belgium SA/NV
J.P. Morgan Securities Ltd.
Merrill Lynch International
Mitsubishi UFJ Securities International plc
Mizuho International plc
Natixis
The Royal Bank of Scotland plc
UniCredit Bank AG
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Fiscal Agent and Principal Paying Agent
Citibank, N.A., London Branch
Paying Agent
Citibank International plc, Paris Branch
Central Depositary
Euroclear France
Issue Prices
99.526 per cent. of the Aggregate Nominal Amount of the 2016 Notes
99.739 per cent. of the Aggregate Nominal Amount of the 2018 Notes
98.580 per cent. of the Aggregate Nominal Amount of the 2023 Notes
Maturities
2016 Notes : 1st February 2016
2018 Notes : 1st June 2018
2023 Notes : 1st February 2023
Currency
Euro
Denomination(s)
Euro 1,000 for each Note
Form of the Notes
Notes are issued in bearer (au porteur) dematerialised form and will at
all times be represented in book-entry form (inscription en compte) in
the books of the Account Holders (as defined below) in accordance
with Article L. 211-3 of the French Code monétaire et financier. No
physical documents of title (including certificats représentatifs in
accordance with Article R. 211-7 of the French Code monétaire et
financier) will be issued in respect of the Notes. The Notes will, upon
issue, be inscribed in the books of Euroclear France who shall credit
the accounts of the Account Holders.
"Account Holders" shall mean any authorised financial intermediary
institution entitled to hold accounts directly or indirectly on behalf of
its customers with Euroclear France, and includes Euroclear Bank
S.A./N.V. and the depositary banks for Clearstream Banking, société
anonyme.
Status of the Notes
The Notes will constitute unconditional, unsubordinated and (subject to
the provisions of Condition 4) unsecured obligations of the Issuer 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 Issuer.
Representation of Noteholders
The holders of the 2016 Notes, the holders of the 2018 Notes and the
holders of the 2023 Notes will each be grouped automatically for the
defence of their common interests in three separate masses (each, a
"Masse") which will be separate legal entities in accordance with
Article L. 228-46 of the French Code de Commerce.
The Representative of each Masse is MASSQUOTE S.A.S.U., RCS
529 065 880 Nanterre, 33, rue Anna Jacquin, 92100 Boulogne
Billancourt, France, represented by its Chairman, and its alternate
Representative is Gilbert Labachotte, 8 Boulevard Jourdan, 75014
Paris, France.
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" in the Base Prospectus.
Event of Default
There will be events of default including a cross-default in respect of
(including cross-default)
the Notes as set out in Condition 9 - see "Terms and Conditions of
the Notes - Events of Default" of the Base Prospectus.
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Redemption Amount
Redemption at par.
Early Redemption at the option of the Issuer
In the event that the recommended acquisition of all of the issued and
to be issued ordinary share capital of International Power plc by
Electrabel S.A., a wholly owned subsidiary of GDF SUEZ, to be
effected by means of a Scheme of Arrangement under Part 26 of the
UK Companies Act 2006, further details of which are set out in a
scheme document dated 14 May 2012 (the "Scheme of
Arrangement") (i) lapses or is withdrawn or otherwise terminates
before it becomes effective or (ii) has not become effective on or
before 31 October 2012, the Issuer may, upon prior notice to the
Noteholders, but not later than 15 November 2012, redeem, at its
option, all (but not some) of the 2016 Notes and/or the 2018 Notes
and/or the 2023 Notes at their respective Optional Early Redemption
Amount together with any accrued but unpaid interest on such Notes as
more fully set out in the Terms and Conditions of the 2016 Notes, the
Terms and Conditions of the 2018 Notes and the Terms and Conditions
of the 2023 Notes therein.
The Optional Early Redemption Amount for the 2016 Notes, for the
2018 Notes and for the 2023 Notes is 101 per cent. of the Aggregate
Nominal Amount at the Early Redemption Date.
Early Redemption
Except as provided in "Early Redemption at the option of the
Issuer" above, Notes will be redeemable at the option of the Issuer
prior to maturity only for tax reasons. See "Terms and Conditions of
the Notes - Redemption, Purchase and Options" of the Base
Prospectus.
Taxation
All payments of principal, interest and other revenues by or on behalf
of the Issuer in respect of the Notes shall be made free and clear of, and
without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by or within France or any authority therein or
thereof having power to tax, unless such withholding or deduction is
required by law. If such a withholding or deduction is required, the
Issuer will have to gross-up its payments to the fullest extent then
permitted by law and subject to certain exceptions.
See "Terms and Conditions of the Notes - Taxation" of the Base
Prospectus.
Governing Law
The Notes and all non-contractual obligations arising out of or in
connection with them, are governed by French law.
Rating
The 2016 Notes, 2018 Notes and the 2023 Notes have each been rated
A (stable) by Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc. ("S&P") and A1 (on review for
downgrade) by Moody's Investors Services Limited ("Moody's").
Each of S&P and Moody's is established in the European Union, is
registered under Regulation (EC) No.1060/2009 on credit ratings
agencies, as amended by Regulation (EU) No. 513/2011 and is
included in the list of registered credit rating agencies published on the
website of the European Securities and Markets Authority
(www.esma.europa.eu).
A rating is not a recommendation to buy, sell or hold securities and
A15012369
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may be subject to suspension, change or withdrawal at any time by the
assigning rating agency.
Method of publication of the Prospectus
This Prospectus will be published on the websites of (a) the AMF
(www.amf-france.org) and (b) the Issuer (www.gdfsuez.com). Such
document will also be available free of charge during normal business
hours on any weekdays (excluding Saturdays, Sundays and public
holidays) at the registered office of the Issuer at the address specified at
the end of this Prospectus.
Listing and Admission to trading
Euronext Paris
Offer to the Public
The Notes will not be offered to the public in any jurisdiction.
Use of proceeds
The net proceeds of the issue of the Notes will amount to
EUR 2,970,950,000 and will be used to finance the acquisition by
Electrabel S.A, a wholly-owned subsidiary of GDF SUEZ, of the
International Power plc shares, not already owned by Electrabel S.A or,
in the case where such acquisition does not take place and the Early
Redemption at the option of the Issuer is not exercised, for general
corporate purposes. For more details, see the Terms and Conditions of
the 2016 Notes, the Terms and Conditions of the 2018 Notes and the
Terms and Conditions of the 2023 Notes.
Selling Restrictions
There are restrictions on the offers and sale of Notes and the
distribution of offering material in various jurisdictions. See
"Subscription and Sale" in this Prospectus.
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 world's leading energy providers, active across the entire energy value chain
- upstream and downstream - in both electricity and natural gas1. GDF SUEZ (formerly referred to as Gaz de
France) is the result of the merger of SUEZ (absorbed company) by Gaz de France (absorbing company),
following the decision of the Combined General Shareholders' Meetings of Gaz de France and Suez on 16 July
2008. The merger took effect on 22 July 2008.
GDF SUEZ is incorporated in France as a société anonyme (limited liability company) with a board of
directors subject to legal and regulatory provisions applicable to limited liability commercial companies and
any specific laws governing the Issuer and its by laws. It was incorporated on 24 December 1954 and is
registered at the Registre du Commerce et des Sociétés de Nanterre under reference number 542 107 651. Its
registered and principal office is located at 1, place Samuel de Champlain, 92400 Courbevoie, France.
Summary of the Group's business activities
GDF SUEZ is one of the world's leading industrial companies and a benchmark in the fields of gas, electricity,
energy services and the environment.
It is active throughout the entire energy value chain, in electricity and natural gas, upstream to downstream in:

purchasing, production and marketing of natural gas and electricity;

transmission, storage, distribution, management and development of major gas infrastructures;

energy services and services related to environmental management (water, waste).
1 Source: the 2010 GDF SUEZ Reference Document (as defined in the section "Documents Incorporated by Reference" of the Base
Prospectus).
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GDF SUEZ operates a well-balanced business model:

through its presence in complementary business activities across the value chain (balanced
breakdown of revenues between gas, electricity and energy services);

through its presence in regions exposed to different business and economic cycles, with a strong
presence in emerging markets with their greater prospects for growth;

through its presence allocated between activities that are exposed to market uncertainties and others
that offer recurring revenue (infrastructure, PPA-type contracts, regulated activities in water, etc.);

through a balanced energy mix with priority given to low- and zero-carbon energy sources.
Since 1st January 2012 the Group is organized into the following 6 business lines:

the Energy Europe business line;

the Energy International business line;

the Global Gas & LNG business line;

the Infrastructures business line;

the Energy Services business line; and

the Environment business line.
(B)
Share capital
At 31 December 2011, the share capital of GDF SUEZ stood at 2,252,636,208, divided into 2,252,636,208
fully paid-up shares with a par value of 1 each.
(C)
Key information concerning selected financial data of the Issuer as of 31 December 2011
The following tables show the Group's key figures related to the income statement and balance sheet
(consolidated figures) as at 31 December 2011 and 2010.
Summary income statement
In m
2010
2011
Revenues
84,478
90,673
Purchases
(44,673)
(46,695)
Personnel costs
(11,755)
(12,775)
FINANCIAL APPENDICES
Amortization depreciation and provisions
(5,899)
(7,115)
Other operating incomes and expenses
(13,356)
(15,110)
Current operating income
8,795
8,978
MtM, impairment, restructuring, disposals and others
702
706
Income from operating activities
9,497
9,684
Financial result (expense)
(2,222)
(2,606)
o/w cost of net debt(1)
(1,566)(2)
(1,945)
o/w discounting expense related to long term provisions
(588)
(597)
o/w dividends and others
(67)(2)
(64)
Income tax
(1,913)
(2,119)
o/w current income tax
o/w deferred income tax
(2,164)
(1,647)
251
(473)
Share in net income of associates
264
462
Non controlling interests
(1,010)
(1,418)
Net income group share
4,616
4,003
EBITDA
15,086
16,525
(1) Based on new debt net definition. (2) Reclassification following new net debt definition
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Summary balance sheet
In bn
ASSETS
12/31/10(1)
12/31/11
LIABILITIES
12/31/10(1)
12/31/11
Equity, group share
62.1
62.9
FINANCIAL APPENDICES
NON CURRENT ASSETS
133.3
149.9
Non controlling interests
8.5
17.3
CURRENT ASSETS
51.1
63.5
TOTAL EQUITY
70.6
80.3
o/w financial assets valued
at fair value through profit/loss
1.7
2.9
Provisions
14.5
16.2
o/w cash & equivalents
11.3
14.7
Financial debt
47.2
56.6
Other liabilities
52.1
60.3
TOTAL ASSETS
184.4
213.4
TOTAL LIABILITIES
184.4
213.4
2011 Net Debt = Financial debt of 56.6bn Cash é equivalents of 147bn Financial assets valued at fair
value through profit/loss of 20.9bn Cash collaterals on financial debt of 0.3 bn (incl. in non-current
assets) Derivative instruments hedging items included the debt of 1.1bn
(1) Restatements related to a correction in the the computation of "gas in the meter" receivables for in the
Energy France business line. See note 1.2 of 2011 consolidated financial statements for full details
Risk Factors
(A)
Risk factors relating to the Issuer
Prospective investors should consider, among other things, the risk factors described in "Risk Factors" below,
which include the following risk factors related to GDF SUEZ, its operations and its industry and which are
inherent in investing in the Notes:

Risks related to the changing environment in which the Group operates;

Risks related to the GDF SUEZ business model which is subject to numerous constraints;

Risks related to industrial safety which is at the heart of GDF SUEZ activities; and

Transversal risks related to ethics and compliance, legal risks, human resources, health and safety and
protection of corporate assets and risks related to information systems.
Any and all of these risks could have a significant adverse effect on GDF SUEZ, its strategy, its operations, its
assets, its prospects, its financial position, results or on its share price.
Please see paragraph 2 entitled "Risk factors relating to the Issuer and its operations" under the heading
"Risk Factors" of the Base Prospectus for further details.
(B)
Risk Factors relating to the Notes
There are certain factors that may affect GDF SUEZ's ability to fulfil its obligations under the Notes,
including:

General risks relating to the Notes (e.g. independent review and advice, potential conflicts of interest,
legality of purchase, taxation, liquidity risks, exchange rate risks) such as:

there can be no assurance of a secondary market for the Notes or the continuity of such
market if one develops and there can thus be a lack of liquidity on such market;

the market value of the Notes will be affected by the creditworthiness of the Issuer, and/or
that of the Group and a number of additional factors;
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Risks relating to the structure of a particular issue of Notes: optional redemption and fixed rate Notes.
Please see paragraph 1 entitled "Risk factors relating to the Notes" under the heading "Risk Factors" of the
Base Prospectus for further details.
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Document Outline

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