A French Société anonyme capitalized at 2,191,532,680 euros Corporate Offices: 16-26, rue du Docteur Lancereaux, 75008 Paris PARIS TRADE REGISTER 541 107 651 Siret 542 107 651 12867
NOTICE OF MEETING
GENERAL MEETING FOR HOLDERS OF BONDS ISSUED ON FEBRUARY 19, 2003 AT THE RATE OF 4.75% – MATURITY 2013 (ISIN FR0000472326) OF NOVEMBER 28, 2008
The holders of GDF SUEZ bonds issued on February 19, 2003 at the rate of 4.75%, maturing in 2013 (ISIN code FR0000472326) are called to a General Meeting at 11:00 a.m. on Friday, November 28, 2008, at the corporate offices of GDF SUEZ – Room M813C, for the purpose of considering the following agenda and resolutions:
AGENDA
Report of the Board of Directors; Reports of the Spinoff Auditors; Approval of the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 31 of all assets, rights and obligations relating to the LNG terminal operations branch operated in France by GDF SUEZ; approval of the valuation and consideration for said contribution; appropriation of the spinoff premium; If approval of the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 31 is not approved, authorization to the representatives of all bondholders to oppose said operation under the conditions and with the effects stipulated in Article L. 236-14 of the French Commercial Code; Approval of the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 37 of all assets, rights and obligations relating to the natural gas underground storage business in France of GDF SUEZ; approval of the valuation and consideration for said contribution; appropriation of the spinoff premium; If approval of the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 37 is not approved, authorization to the representatives of all bondholders to oppose said operation under the conditions and with the effects stipulated in Article L. 236-14 of the French Commercial Code.
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PROPOSED RESOLUTIONS
FIRST RESOLUTION (Approval of the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 31 of all assets, rights and obligations relating to the LNG terminal operations branch operated in France by GDF SUEZ; approval of the valuation and consideration for said contribution; appropriation of the spinoff premium) The General Meeting of the Holders of the "EUR 1,250,000,000 bond issue at 4.75% maturing on February 19, 2013", voting with the quorum and majority required for general meetings, after a reading of (i) the report of the Board of Directors, (ii) the reports prepared by Dominique Ledouble (Ledouble firm) and Vincent Baillot (ABPR Ile-de-France), auditors for the spinoff appointed by order of the Chief Judge of the Paris Commercial Court on July 10, 2008, concerning the terms and conditions for the spinoff and the value of the in-kind contributions, and (iii) the proposed partial contribution of assets established by a private agreement dated October 23, 2008 between GDF SUEZ ("GDF SUEZ" or the "Contributing Company") and GDF INVESTISSEMENTS 31 ("GDF INVESTISSEMENTS 31" or the "Beneficiary Company"), a French société anonyme capitalized at 40,000 euros, with corporate offices at 23 rue Philibert Delorme, 75017 Paris, registered in the Paris Trade Register under Siren number 451 438 782, (iv) the annual financial statements and the management reports for the last three fiscal years approved by the respective shareholders' meeting of GDF SUEZ and GDF INVESTISSEMENTS 31, (v) the financial statements for the period ended August 31, 2008 for GDF SUEZ and GDF INVESTISSEMENTS 31, established using the same methods and the same presentation as the latest annual balance sheet, pursuant to Article R 236-3 4° of the Commercial Code, and (vi) the proposed first resolution submitted to the GDF SUEZ extraordinary shareholders' meeting; hereby approves, pursuant to the provisions of Article L. 228-65 of the Commercial Code, the proposed partial contribution of assets as described in the spinoff agreement signed by GDF SUEZ and GDF INVESTISSEMENTS 31 on October 23, 2008, under which the Contributing Company contributes to the Beneficiary Company, subject to the legal rules for spinoffs, all the assets, rights and obligations relating to the complete and autonomous branch holding the LNG terminal business operated in France by GDF SUEZ, as defined in said spinoff agreement, as well as the valuation and consideration for said contribution. The General Meeting of the Holders of the "EUR 1,250,000,000 bond issue at 4.75% maturing on February 19, 2013", duly notes that, in consideration for said contribution, valued at 114,094,600 euros in the financial statements of GDF SUEZ, the operation will result in the allotment to GDF SUEZ of 1,140,946 new shares of GDF INVESTISSEMENTS 31 stock, with a par value of 10 euros each, fully paid up, which will be created by GDF INVESTISSEMENTS 31 as a capital increase. The difference between the net value of the assets and rights contributed by GDF SUEZ, i.e., 114,094,600 euros and the nominal value of the shares to be created for the capital increase of GDF INVESTISSEMENTS 31, which is 11,409,460 euros, shall constitute a spinoff premium of 102,685,140 euros, which shall be recorded on the balance sheet of GDF INVESTISSEMENTS 31 to which all its new and old shareholders shall have rights.
SECOND RESOLUTION (If the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 31 is not approved, and subject to the decision of the Board of Directors to move without approval, authorization to the representatives of all bondholders to oppose said operation under the conditions and with the effects stipulated in Article L. 228-73 section 3 of the French Commercial Code) The General Meeting of the Holders of the "EUR 1,250,000,000 bond issue at 4.75% maturing on February 19, 2013", voting with the quorum and majority required for general meetings, after a reading of the report from the Board of Directors; and subject to the failure to approve the first resolution above and a decision by the Board of Directors to proceed without approval of the first resolution under legal conditions; hereby grants authorization to the representatives of all bondholders to oppose said operation, pursuant to Article L. 228-73 section 3 of the Commercial Code, under the conditions and with the effects stipulated by Article L. 236-14 of the Commercial Code. 2/4
THIRD RESOLUTION (Approval of the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 37 of all assets, rights and obligations relating to the natural gas underground storage branch operated in France by GDF SUEZ; approval of the valuation and consideration for said contribution; appropriation of the spinoff premium) The General Meeting of the Holders of the "EUR 1,250,000,000 bond issue at 4.75% maturing on February 19, 2013", voting with the quorum and majority required for general meetings, after a reading of (i) the report of the Board of Directors, (ii) the reports prepared by Dominique Ledouble (Ledouble firm) and Vincent Baillot (ABPR Ile-de-France), auditors for the spinoff appointed by order of the Chief Judge of the Paris Commercial Court on July 10, 2008, concerning the conditions for the spinoff and the value of the in-kind contributions, and (iii) the proposed partial contribution of assets established by a private agreement dated October 23, 2008 between GDF SUEZ and GDF INVESTISSEMENTS 37, a French société anonyme capitalized at 40,000 euros, with corporate offices at 23 rue Philibert Delorme, 75017 Paris, registered in the Paris Trade Register under Siren number 487 650 632, (iv) the annual financial statements and the management reports for the last three fiscal years approved by the respective shareholders' meeting of GDF SUEZ and GDF INVESTISSEMENTS 37, (v) the financial statements for the period ended August 31, 2008 for GDF SUEZ and GDF INVESTISSEMENTS 37, established using the same methods and the same presentation as the latest annual balance sheet, pursuant to Article R 236-3 4° of the Commercial Code, and (vi) the proposed second resolution submitted to the GDF SUEZ extraordinary shareholders' meeting; hereby approves, pursuant to the provisions of Article L. 228-65 of the Commercial Code, the proposed partial contribution of assets as described in the spinoff agreement signed by GDF SUEZ and GDF INVESTISSEMENTS 37 on October 23, 2008, under which GDF SUEZ contributes to GDF INVESTISSEMENTS 37, subject to the legal rules for spinoffs, all the assets, rights and obligations relating to the complete and autonomous branch holding natural gas underground storage business of GDF SUEZ, as well as the valuation and consideration for said contribution. The General Meeting of the Holders of the "EUR 1,250,000,000 bond issue at 4.75% maturing on February 19, 2013", duly notes that, in consideration for said contribution, valued at 1,903,610,200 euros in the financial statements of GDF SUEZ, the operation will result in the allotment to GDF SUEZ of 19,036,102 new shares of GDF INVESTISSEMENTS 37 stock, with a par value of 10 euros each, fully paid up, which will be created by GDF INVESTISSEMENTS 37 as a capital increase. The difference between the net value of the assets and rights contributed by GDF SUEZ, i.e., 1,903,610,200 euros and the nominal value of the shares to be created for the capital increase of GDF INVESTISSEMENTS 31, which is 190,361,020 euros, shall constitute a spinoff premium of 1,713,249,180 euros, which shall be recorded on the balance sheet of GDF INVESTISSEMENTS 37 to which all its new and old shareholders shall have rights.
FOURTH RESOLUTION (If the partial contribution of assets made by GDF SUEZ to GDF INVESTISSEMENTS 37 is not approved, and subject to the decision of the Board of Directors to move without approval, authorization to the representatives of all bondholders to oppose said operation under the conditions and with the effects stipulated in Article L. 228-73 section 3 of the French Commercial Code) The General Meeting of the Holders of the "EUR 1,250,000,000 bond issue at 4.75% maturing on February 19, 2013", voting with the quorum and majority required for general meetings, after a reading of the report from the Board of Directors; and subject to the failure to approve the third resolution above and a decision by the Board of Directors to proceed without approval of the first resolution under legal conditions; hereby grants authorization to the representatives of all bondholders to oppose said operation, pursuant to Article L. 228-73 section 3 of the Commercial Code, under the conditions and with the effects stipulated by Article L. 236-14 of the Commercial Code.
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__________ CONDITIONS AND PROCEDURES FOR PARTICIPATION
In order to attend or be represented at the Meeting, bond holders must be registered in an account, either in direct registration accounts held by the Company, or in bearer accounts held by the banking or financial intermediary as the authorized custodian of their bonds, on the date set for the Meeting. Holders of bearer bonds who wish to participate in this Meeting must obtain from the authorized banking or financial intermediary a certificate of participation which allows them either to personally attend the Meeting or to be represented at the Meeting by attaching to the certificate a power of attorney which shall be issued on request by the authorized banking or financial intermediary. To be considered, the certificate of participation and powers must reach BNP PARIBAS Securities Services – GCT Emetteurs – Assemblées – Immeuble Tolbiac – 75450 Paris Cedex 09, at least three days before the date set for the General Meeting, i.e., by November 25, 2008. The information documents for this General Meeting are available at the corporate offices of GDF SUEZ. If this Meeting cannot be validly held on the first notice of meeting because of a failure to reach a quorum, it shall be postponed until 11:00 a.m. on Monday, December 8, 2008, at the corporate offices of GDF SUEZ.
THE BOARD OF DIRECTORS
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