Distribution decision of the interim dividend for 2012

September 20, 2012

The Board of Directors of GDF SUEZ which met yesterday has confirmed the payment of an interim dividend of €0.83 per share for 2012, which will be paid out on October 25, 2012 with an ex-date on September 25, 2012.

As announced on April 2, 2012 and in the context of International Power minorities acquisition, the GDF SUEZ’ shareholders will exceptionally have the possibility to receive such interim dividend for 2012 in shares.

Shareholders can exercise their share-based payment option via their financial intermediary between September 25 and October 15, 2012 inclusive, and that payment will settle the total interim dividend of their dividend entitlement. The subscription price is €16.86 per share. The French State and Groupe Bruxelles Lambert have already committed to elect for this option, as they did for the 2011 dividend balance. The cash or share-based dividend payment will be made on October 25, 2012. See the notes in the Appendix for more information about cash and share-based dividends.

Furthermore, the Board of Directors noted, with effect at the close of the yesterday’s Board meeting, the resignation of Mr. René Carron, Independent Director and Mr. Bruno Bézard, Director representing the State.

It also approved the cooptation, with effect at the close of the yesterday’s Board meeting, of Ms. Ann-Kristin Achleitner, Scientific Director of the Center for Entrepreneurial and Financial Studies, Technische Universität München (TUM), of German nationality, replacing Mr. Carron.

Gérard Mestrallet, Chairman and CEO of GDF SUEZ commented: “Due to their experience, commitment and outstanding work, Mr. René Carron and Mr. Bruno Bézard have contributed significantly to the Group’s sound governance and main orientations. I want to welcome Ms. Ann-Kristin Achleitner, Independent Director whose cooptation represents a new step in the diversification of the Group’s Board of Directors.”

GDF SUEZ develops its businesses around a model based on responsible growth to take up today’s major energy and environmental challenges: meeting energy needs, ensuring the security of supply, combating climate change and optimizing the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: liquefied natural gas, energy efficiency services, independent power production and environmental services. GDF SUEZ employs 218,900 people worldwide and achieved revenues of €90.7 billion in 2011. The Group is listed on the Brussels, Luxembourg and Paris stock exchanges and is represented in the main international indices: CAC 40, BEL 20, DJ Stoxx 50, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe, ASPI Eurozone and ECPI Ethical Index EMU.

This release is not an offer or solicitation to buy or subscribe to financial securities in the United States in the sense of the U.S. Securities Act of 1933 or in any other country where such a transaction would violate current regulations.

The option to receive payment of the interim dividend in shares is not available to shareholders in Japan, in Australia or in any jurisdiction where such option would require registration or authorization by local securities authorities. Shareholders residing outside France must inform themselves of any applicable restrictions or limitations and ensure that they comply with them. In the United States of America, (i) the option to receive payment of the interim dividend in shares is not available to shareholders in the States of Arizona, Colorado, Utah and Wisconsin, (ii) in the State of California, the option is only available to institutional investors as defined at Section 25102(i) of the Corporate Securities Law of 1968 and rule 260.102.10 thereunder, and (iii) in other States, additional state law restrictions may apply, and shareholders must inform themselves of and comply with any such restrictions.

The option to elect for the payment of the final dividend in shares will not be available to holders of American Depositary Receipts (ADR).

The Board of directors of GDF SUEZ Company met on September 19, 2012.

This Board has set the amount of the interim dividend for 2012 at €0.83 per share.

As decided by the Shareholders’ Meeting of the April 23, 2012, each shareholder can individually opt to receive the interim dividend payment in shares or in cash form but the chosen option will apply to the entire dividend he is owed.

The issue price of the new shares is €16.86 per share, which is equal to 90% of the average opening share price over the 20 trading days immediately preceding the date of the distribution decision by the Board, minus the interim dividend (€0.83) and rounded up to the next eurocent.

Shareholders who opt to receive their interim dividend for 2012 in the form of shares must do so via their financial intermediary between September 25 and October 15, 2012, inclusive. If they do not exercise the option in the time allotted, the dividend will be paid only in cash. If the amount to which the shareholder is entitled is not a whole number of shares, the shareholder can only receive the immediately lower number of whole shares with the balance paid by the Company in cash.

The interim dividend for 2012 will be paid out in the form of cash or shares, according to the option selected, on October 25, 2012.

The maximum total number of new ordinary shares that may be issued to pay the share-based dividend is 111,885,759 representing approximately 4.8137% of the capital and 4.9229% of exercisable voting rights based on the number of shares issued by the Company as of 18th , September 2012.

The resulting shares issued will entitle shareholders to dividends from January 1, 2012, the first day of the current fiscal year, and will be identical to existing shares in every way. They will carry the same rights and restrictions as existing ordinary shares, as described in the Company’s bylaws and the 2011 Registration Document available on the Company’s website (www.engie.com). An application will be submitted to have them admitted for trading on the NYSE Euronext Paris stock exchange.

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