LNG terminal Montoir, France
DISCLAIMER Forward-Looking statements This communication contains forward-looking information and statements. These statements include financial projections, synergies, cost-savings and estimates, statements regarding plans, objectives, savings, expectations and benefits from the transactions and expectations with respect to future operations, products and services, and statements regarding future performance. Although the management of GDF SUEZ believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of GDF SUEZ securities are cautioned that forwardlooking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of GDF SUEZ, that could cause actual results, developments, synergies, savings and benefits to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public filings made by GDF SUEZ with the Autorité des marchés financiers (AMF), including those listed under Facteurs de Risque (Risk factors) section in the Document de Référence filed by GDF SUEZ with the AMF on 28 March 2011 (under no: D.11-0186). Investors and holders of GDF SUEZ securities should consider that the occurrence of some or all of these risks may have a material adverse effect on GDF SUEZ. 2
CONTENT GDF SUEZ: a leading utility in the world Corporate governance: a continuing improving process - Operating procedure of the Board - Internal organization - A policy consistent with shareholders interests Based on our story, continued improvement to become best in class in corporate governance 3
A leading group in three key businesses POWER GENERATION N 1 Independent Power Producer in the world 114,5 GW of installed capacity 17,5 GW of capacity under construction Gas power plant, Glow, Thailand NATURAL GAS N 1 buyer of natural gas and importer of LNG in Europe A natural gas supply portfolio of 1,200TWh N 1 transmission network and distribution in Europe Provalys LNG carrier SERVICES N 1 supplier of energy efficiency and environmental services in Europe N 2 supplier of environmental services in the world Sustainable city, Tianjin, China 4
Strong momentum outside Europe strengthened by recent sizeable and strategic transactions Partnership with China Investment Corporation Combination with International Power Memorandum of Understanding across all businesses, in particular in Asia Pacific Significant opportunities already identified Support to GDF SUEZ E&P s development Strengthened industry leadership position Increased presence in higher growth regions Value creation for all shareholders 5
and continuous industrial development notably with Estreito 6
Industrial development also symbolized by Gjoa 7
and the London Olympics 8
2010 key figures EBITDA NET INCOME Group share GROSS CAPEX RATING 15.1bn +7.7% 4.6bn 11.9bn S&P: A Moody s: A1 MARKET VALUE (1) 46bn 4 th in the CAC DIVIDEND per share 1.50 Yield: ~7,5% (1) EMPLOYEES (2) ~ 220.000 (1) As of 9/6/2011 (2) At the end of June 2011 9
Environmental & Social Responsibility at the heart of GDF SUEZ strategy Significant share of non CO 2 power generation Renewable energy: +50% increase in installed capacity by 2015 (1) Highest health and safety standards throughout all business lines - Targeting a frequency rate < 6 (2) Voluntary and ambitious employment policy - Hiring ~100,000 people by 2015 - At least 2/3 of Group employees trained yearly - Increase and maintain employee shareholding to 3% - Women: 35% of high potential managers by 2015 and 1/3 of new top executives from now on (1) Vs 2009 (2) Frequency rate: (number of disabling injuries / worked hours) x 1,000,000 10
Ambitious targets (1)(2) 17-17.5bn > 20bn in 2013 Y+1 EPS Y EPS ~ 11bn / year 10bn over 2011-13 «A» category Rating Net debt/ebitda 2.5x Y+1 dividend Y dividend (1) With IPR consolidated as of February 3rd, 2011 (2) New target assumes average weather conditions, no significant regulatory and macro economic changes. The underlying assumptions are as follow : average brent $/bbl 92 in 2011, $/bbl 100 in 2013 ; average electricity baseload Belgium /MWh 50 in 2011, /MWh 53 in 2013 ; average Zeebrugge /MWh 23 in 2011 and 2013 (3) Medium term: 3 years (2011-2013) 11
CONTENT GDF SUEZ: a leading utility in the world Corporate governance: a continuing improving process - Operating procedure of the Board - Internal organization - A policy consistent with shareholders interests Based on our story, continued improvement to become best in class in corporate governance 12
A shareholding structure with around 60% of free float INSTITUTIONAL INVESTORS 40.0% 5.2% GROUPE BRUXELLES LAMBERT 0.6% SOFINA 1.1% CNP ASSURANCES 2.0% CDC TREASURY STOCK 1.1% FRENCH STATE 36.0% 11.2% INDIVIDUAL SHAREHOLDERS* 2.8% EMPLOYEE SHAREHOLDERS Clear separation between the French State as a regulator and as a shareholder with specific right related to disposal of certain infrastructure assets located in France Shareholder analysis at the end of 2010 *including others, notably ADR, associations and various institutions and companies 13
A strong and very experienced Board with 10 independents members 13 directors 6 directors elected by the Shareholders' Meeting o/w: - 10 independent directors - 1 representative of the employee shareholders 22 BOARD MEMBERS representing the French State as a shareholder 3 directors representing the employees A very active Board with 11 meetings in 2010 14
Five very active Committees chaired by independent Directors AUDIT COMMITTEE 10 meetings in 2010 Chairman: Aldo Cardoso Members : Edmond Alphandéry, Olivier Bourges, Thierry de Rudder STRATEGY AND INVESTMENTS COMMITTEE 9 meetings in 2010 Chairman: Thierry de Rudder Members : Olivier Bourges, Pierre- Franck Chevet, Anne Lauvergeon APPOINTMENTS COMMITTEE 1 meeting in 2010 Chairman: Jean-Louis Beffa Members : René Carron, Paul Desmarais Jr, Ramon Fernandez COMPENSATION COMMITTEE 5 meetings in 2010 Chairman: Lord Simon of Highbury Members : Jean-Louis Beffa, Olivier Bourges, René Carron, Paul Desmarais Jr, ETHICS, ENVIRONMENT AND SUSTAINABLE DEVELOPMENT COMMITTEE 4 meetings in 2010 Chairman: Edmond Alphandéry Members : Jean-Paul Bailly, Anne Lauvergeon, Anne-Marie Mourer 15
A continuous research of improvement through evaluation process 1 Annual Board evaluation process BOARD OF DIRECTORS 2 Identify improvements Propose resolutions 3 2010 APPLICATIONS Wider selection of topics to focus on strategic issues and major investment projects Production of briefing notes prior to the meetings in order to encourage open discussions Holding of study seminars 16
CONTENT GDF SUEZ: a leading utility in the world Corporate governance: a continuing improving process - Operating procedure of the Board - Internal organization - A policy consistent with shareholders interests Based on our story, continued improvement to become best in class in corporate governance 17
Energy France Energy Europe & International Global Gaz & GNL Infrastructures Energy Services Environnement INTERNAL CONTROL & RISK MANAGEMENT PROCEDURES Internal governance of an integrated industrial Group MANAGEMENT COMMITTEE EXECUTIVE COMMITTEE 18
Coexistence of specific governance models within the Group GDF SUEZ TRADING BUSINESS GDF SUEZ GAS TRANSMISSION BUSINESS Status of financial investment services provider Regulated by the French banking authorities (ACP and AMF), acting in cooperation with the Belgian authorities (FSMA) Compliance with the financial stability criteria laid down in the Capital Adequacy Directive that includes specific obligations in terms of risk control, capital adequacy and best practices A regulated activity Obligation of neutrality and transparency to ensure competition between gas operators and other stakeholders (3 rd European Directive) The French Ministry of the Economy, Finance and Employment and the French energy regulator (CRE) are responsible for establishing a framework and rules to ensure that the gas market works properly 19
CONTENT GDF SUEZ: a leading utility in the world Corporate governance: a continuing improving process - Operating procedure of the Board - Internal organization - A policy consistent with shareholders interests Based on our story, continued improvement to become best in class in corporate governance 20
Strong commitment to implement corporate governance guidelines Board of Directors Internal Regulations Composition and operating procedures Scope of responsibilities Role of the Board Committees Directors Charter Rules regarding independence, ethics and integrity (completed by specific rules on the exercise of a Board mandate by directors representing the employees) Code of Conduct Rules relating to the Company s securities transactions and insider trading applicable to Directors, Corporate Officers and all employees Ethics Charter Overall framework for ethics governance Act in accordance with laws and regulations Culture of integrity Loyalty, honesty and respect others A network of more than 140 ethics officers Reference to the AFEP-MEDEF code of corporate governance All these documents are public 21
Corporate Executive Officers remuneration consistent with shareholders interests PRINCIPLES Level of achievement of quantitative and qualitative targets Comparisons with comparable companies in France & Europe COMPENSATION COMMITTEE PROPOSED TO BOARD VOTE STRUCTURE OF REMUNERATION Level of: Fixed compensation Retirement plan Variable compensation based on qualitative (strategic & social components) and quantitative (earnings, financial structure,...) criteria Equity based remuneration based on quantitative criteria (Total Shareholder Return & ROCE,...) Neither Golden hello nor parachute Employees are also associated to the Group s performance Objective to increase and maintain employee shareholding to 3% 22
Preserving shareholders rights No double voting right shares No authorization related to bons Breton Some financial authorizations (capital increase with or without preferential subscription rights,...), with limited amounts and use No fidelity program : dividend premium,... 23
A duty to disclose to our investors Roadshows with management following half and full year results 24 days in 2010 (1 to 3 teams depending on the market place) Large market places coverage: Paris, London, Brussels, Frankfurt, New-York, Boston, Montreal/Toronto, Edinburgh, Geneva,... 275 institutions met in 2010 Open communication on the works of the Board and Committees notably through detailed reports during the shareholders meeting 24
Dialogue with our shareholders A steady dialogue with all the shareholders through a multi-channel system A continuous and in-depth work with the Shareholders Consultative Committee A real debate during the Shareholders meeting Number of questions during the 2011 AGM by theme 8 Strategy / Outlook 1 4 4 4 4 3 3 3 3 3 2 GDF SUEZ CAC 40 Results / Finance Governance Activity / Business Sustainable Development Stock Market / Shareholding 25
CONTENT GDF SUEZ: a leading utility in the world Corporate governance: a continuing improving process - Operating procedure of the Board - Internal organization - A policy consistent with shareholders interests Based on our story, continued improvement to become best in class in corporate governance 26
Based on our story, continued improvement to become best in class in corporate governance A corporate governance of an integrated industrial Group A model reflecting the story and specificities of the Group as well as the best practices Improvements were made with a continuous research of transparency, accountability and efficiency 27