STRICTLY CONFIDENTIALDO NOT FORWARD

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering memorandum attached to this e-mail. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS MESSAGE, PLEASE DO NOT DISTRIBUTE

OR COPY THE INFORMATION CONTAINED IN THIS E-MAIL, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS E-MAIL.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR

SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE ATTACHED DOCUMENT HAVE NOT BEEN, AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS.

Confirmation of Your Representation: You have accessed the following offering memorandum on the basis that you

have confirmed your representation to J.P. Morgan Securities LLC, RBS Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc. that (1) (i) you must (a) be outside the United States and not a U.S. person, each as defined in Regulation S, nor acting on behalf of a U.S. person and, to the extent you purchase the securities described in the attached offering memorandum, you will be doing so pursuant to Regulation S under the Securities Act, (b) be a person in the United Kingdom who is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive and also (I) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (II) a high net worth company, or other person to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, (c) be a qualified investor under the EU Prospectus Directive or, in jurisdictions where the Prospectus Directive is not in force, an institutional or other investor eligible to participate in a private placement of securities under applicable law, (d) be a qualified investor or member of a restricted circle of investors (cercle restreint dinvestisseurs) acting for your own account and/or to investment services providers authorized to engage in portfolio management on behalf of third parties (personnes fournissant le service de gestion de portefeuille pour le compte de tiers) as defined under Articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code (Code montaire et financier), (e) be a person in Japan benefiting from an exemption from the registration requirements of the Securities and Exchange Law of Japan OR (ii) you are acting on behalf of, or you are, a qualified institutional buyer, as defined in Rule 144A under the Securities Act, AND (2) that you consent to delivery of the attached offering memorandum and any amendments or supplements thereto by electronic transmission. You are reminded that you have accessed the attached offering memorandum on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the issuer, J.P. Morgan Securities LLC, RBS Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc. or any of their respective directors, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. J.P. Morgan Securities LLC, RBS Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc. will provide a hard copy version to you upon request.

Restrictions: The attached document is an offering memorandum and is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. You are reminded that the information in the attached document is not complete and may be changed. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or J.P. Morgan Securities LLC, RBS Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc. to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by J.P. Morgan Securities LLC, RBS Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc. or their affiliates on behalf of the issuer in such jurisdiction.

Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase

any securities by doing so. Any reply e-mail communications, including those you generate by using the Reply function on your e-mail software, will be ignored or rejected.

YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED

OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other destructive items. Your use of this email is at your

own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

OFFERING MEMORANDUM CONFIDENTIAL

GDF SUEZ S.A. U.S.$750,000,000 1.625% Notes due 2017 U.S.$750,000,000 2.875% Notes due 2022

We, GDF SUEZ S.A., are issuing U.S.$750,000,000 aggregate principal amount of our 1.625% notes due 2017, the 2017 notes, and U.S.$750,000,000 aggregate principal amount of our 2.875% notes due 2022, the 2022 notes and, together with the 2017 notes, the notes. The 2017 notes will mature on October 10, 2017 and the 2022 notes will mature on October 10, 2022. The 2017 notes will bear interest from October 10, 2012 at a fixed rate of 1.625% per annum, payable semi-annually in arrears on April 10 and October 10 of each year, beginning April 10, 2013. The 2022 notes will bear interest from October 10, 2012 at a fixed rate of 2.875% per annum, payable semi-annually in arrears on April 10 and October 10 of each year, beginning April 10, 2013.

The notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness.

We may redeem the notes in whole or in part at any time at the redemption prices described in this offering memorandum. We may also redeem the notes at our option in whole but not in part at their principal amount then outstanding plus accrued interest if certain tax events occur as described herein. See Description of the Notes Redemption.

There is currently no market for the notes. We do not intend to list the notes on any securities exchange.

Investing in the notes involves risks. See Risk Factors beginning on page 14 for a discussion of risks relevant to an investment in the notes.

The 2017 notes are expected to be assigned a rating of A1 (outlook negative) by Moodys Investors Service, Inc., or Moodys and a

rating of A (outlook stable) by Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc., or S&P. The 2022 notes are expected to be assigned a rating of A1 (outlook negative) by Moodys and a rating of A (outlook stable) by S&P. The ratings address our ability to perform our obligations under the terms of the notes. A rating is not a recommendation to buy, sell or hold the notes and may be subject