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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 to suspension, reduction or withdrawal at any time by the relevant credit organization. A suspension, reduction or withdrawal of the rating assigned to the notes may adversely affect the market price of the notes.

The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any

state securities laws. Accordingly, the notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act (Rule 144A) and outside the United States in accordance with Regulation S under the Securities Act (Regulation S). Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the notes, see Plan of Distribution, Notice to Investors and Transfer Restrictions.

Issue Price for 2017 notes: 99.352% plus accrued interest, if any, from October 10, 2012 Issue Price for 2022 notes: 98.799% plus accrued interest, if any, from October 10, 2012

The initial purchasers expect to deliver the notes to purchasers on or about October 10, 2012 only in book-entry form through the facilities of The Depository Trust Company (DTC) and through Euroclear Bank S.A./N.V. and Clearstream Banking, socit anonyme (Clearstream, Luxembourg) (as participants in DTC).

Joint Book-Running Managers

J.P. Morgan RBS BofA Merrill Lynch Citigroup Mitsubishi UFJ Securities BNP PARIBAS Crdit Agricole CIB Natixis SOCIETE GENERALE

The date of this offering memorandum is October 2, 2012

TABLE OF CONTENTS

Page

Stabilization .................................................................................................................................................................. ii Notice to New Hampshire Residents ............................................................................................................................ ii Notice to Investors in the United States ....................................................................................................................... iii Notice to Prospective Investors in the European Economic Area ............................................................................... iii Notice to Investors In the United Kingdom ..................................................................................................................iv Notice to Investors in France ........................................................................................................................................iv Notice to Investors in Japan ........................................................................................................................................... v Notice to Investors in Hong Kong ................................................................................................................................. v Notice to Investors in Singapore .................................................................................................................................... v Enforceability of Civil Liabilities .................................................................................................................................vi Forward-Looking Statements ..................................................................................................................................... vii Currency Presentation ................................................................................................................................................ viii Presentation of Financial and Other Information ....................................................................................................... viii Additional Information .................................................................................................................................................ix Exchange Rates ............................................................................................................................................................. 1 Summary........................................................................................................................................................................ 2 The Offering .................................................................................................................................................................. 7 Summary Consolidated Financial and Operating Information of GDF SUEZ as of and for the Years Ended

December 31, 2011, 2010 and 2009 and as of and for the Six-Month Periods Ended June 20, 2011 and June 30, 2012 ........................................................................................................................................................ 11

Risk Factors ................................................................................................................................................................. 14 Use of Proceeds ........................................................................................................................................................... 32 Capitalization ............................................................................................................................................................... 33 Selected Consolidated Financial Information .............................................................................................................. 36 Operating and Financial Review and Prospects of GDF SUEZ .................................................................................. 40 Business ..................................................................................................................................................................... 102 Management .............................................................................................................................................................. 187 Related Party Transactions ........................................................................................................................................ 210 Description of the Notes ............................................................................................................................................ 213 Book-Entry, Delivery and Form ................................................................................................................................ 224 Taxation ..................................................................................................................................................................... 229 United States Benefit Plan Investor Considerations .................................................................................................. 233 Transfer Restrictions .................................................................................................................................................. 234 Plan of Distribution ................................................................................................................................................... 239 Enforceability of Judgments in France and Service of Process ................................................................................. 243 Notice to Investors ..................................................................................................................................................... 244 Legal Matters ............................................................................................................................................................. 248 Independent Accountants........................................................................................................................................... 248 Index to Financial Statements .................................................................................................................................... F-1

i

In this offering memorandum, references to we, our, us or the Group mean, as the context requires, to GDF SUEZ S.A. (GDF SUEZ) and its subsidiaries on a consolidated basis. References to Gaz de France are to the predecessor company Gaz de France SA, and references to Suez are to the predecessor company Suez SA. In this offering memorandum, unless otherwise specified, all financial statements are for GDF SUEZ on a consolidated basis. References to a particular fiscal year are to our fiscal year ended December 31 of such year. In this offering memorandum, references to U.S. or United States are to the United States of America, its territories and its possessions. References to France are to the Republic of France.

Except as otherwise stated in this offering memorandum, all translations from euro to U.S. dollars are based on the noon buying rate in the City of New York on September 28, 2012. No representation is made that the euro amounts have been, could have been or could be converted into U.S. dollars at such a rate or any other rate. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

This offering memorandum has been prepared by us solely for use in connection with the proposed placement of the notes. Both we, as well as J.P. Morgan Securities LLC, RBS Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Natixis Securities Americas LLC and SG Americas Securities, LLC, being the initial purchasers, reserve the right to withdraw the offering of the notes at any time or to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes offered hereby. This offering memorandum is personal and confidential to the prospective investor to whom it has been delivered by the initial purchasers and does not constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the notes. Except as set forth in the paragraph below, distribution of this offering memorandum to any person other than the prospective investor and those persons, if any, retained to advise that prospective investor with respect thereto is unauthorized, and any disclosure of its contents without our prior written consent is prohibited. Except as set forth in the paragraph below, the prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and agrees not to make any photocopies of this offering memorandum.

This offering memorandum is intended solely for the purpose of soliciting indications of interest in the notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants and other provisions contained in the Fiscal Agency Agreement and other transaction documents described herein. The information provided is not all-inclusive. The market information in this offering memorandum has been obtained by us from publicly available sources deemed by us to be reliable. Notwithstanding any investigation that the initial purchasers may have conducted with respect to the information contained herein, the initial purchasers do not accept any liability in relation to the information contained in this offering memorandum or its distribution or with regard to any other information supplied by or on our behalf.

This offering memorandum contains summaries intended to be accurate with respect to certain terms of certain documents, but reference is made to the actual documents, all of which will be made available to prospective investors upon request to us or the fiscal agent for complete information with respect thereto, and all such summaries are qualified in their entirety by such reference.

Prospective investors in the notes should rely only on the information contained in this offering memorandum. Neither we nor the initial purchasers have authorized the provision of information different from that contained in this offering memorandum. The information contained in this offering memorandum is accurate in all material respects only as of the date of this offering memorandum, regardless of the time of delivery of this offering memorandum or of any sale of the notes. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any circumstances imply that there has been no change in our affairs and those of each of our respective subsidiaries or that the information set forth herein is correct in all material respects as of any date subsequent to the date hereof.

Prospective investors hereby acknowledge that (i) they have been afforded an opportunity to request from us and to review, and have received, all additional information considered by them to be necessary to verify the accuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to review all of the documents described herein, (iii) they have not relied on the initial purchasers or any person affiliated with the

ii

initial purchasers in connection with any investigation of the accuracy of such information or their investment decision, and (iv) no person has been authorized to give any information or to make any representation concerning us or the notes (other than as contained herein and information given by our duly authorized officers and employees, as applicable, in connection with investors examination of us and the terms of this offering) and, if given or made, any such other information or representation should not be relied upon as having been authorized by us or the initial purchasers.

In making an investment decision, prospective investors must rely on their examination of us and the terms of this offering, including the merits and risks involved. The notes have not been approved or recommended by any United States federal or state securities commission or any other United States, French or other regulatory authority. Furthermore, the foregoing authorities have not passed upon or endorsed the merits of the offering or confirmed the accuracy or determined the adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the United States.

STABILIZATION

IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES LLC AND RBS SECURITIES INC. (THE STABILIZING MANAGERS), OR ANY OF THEIR RESPECTIVE AFFILIATES (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) 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 STABILIZING MANAGERS (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION 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 MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY

ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES, OR RSA 421-B, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A NOTE IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A NOTE OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, NOTE OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

iii

NOTICE TO INVESTORS IN THE UNITED STATES

Each purchaser of the notes will be deemed to have made the representations, warranties and acknowledgments that are described in this offering memorandum under the Transfer Restrictions section in this offering memorandum.

The notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on transfer. This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the notes to qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the United States under Regulation S under the Securities Act. We have not authorized its use for any other purpose. For a description of certain further restrictions on resale or transfer of the notes, please see Transfer Restrictions.

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

This offering memorandum and any other offering material relating to the notes have been prepared on the basis that all offers of in any Member State of the European Economic Area (the EEA) which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the notes. Accordingly, any person making or intending to make any offer in that Relevant Member State of notes which are the subject of the offering contemplated in this offering memorandum may only do so in circumstances in which no obligation arises for the Issuer or the initial purchasers 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 initial purchasers has authorized, nor do they authorize, the making of any offer of the notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus or supplement a prospectus for such offer. In relation to each Relevant Member State which has implemented the Prospectus Directive, each initial purchaser has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes which are the subject of the offering contemplated by this offering memorandum to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive, and in compliance with Article 3.2(a) of the Prospectus Directive as amended, if applicable, by the implementation of the 2010 PD Amending Directive in the Relevant Member State;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the initial purchasers for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes shall require the Issuer or any initial purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of notes to the public in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, 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.

iv

NOTICE TO INVESTORS IN THE UNITED KINGDOM

The issue and distribution of this offering memorandum is restricted by law. This offering memorandum is not being distributed by, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the Order) by, a person authorized under the Order. Each initial purchaser has represented and agreed that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer (b) and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

The notes may not be offered or sold to persons in the United Kingdom except to persons who are authorized and regulated by the Financial Services Authority or to persons who have professional experience in matters of investment within the meaning of Article 19 of the Order. This offering memorandum and any other communication in connection with the offering and issuance of the notes is intended for and directed at and may only be issued or passed on to a person authorized and regulated by the Financial Services Authority or to a person of a kind described in either Article 19 or Article 49(2) of the Order or a person to whom this offering memorandum or any other such communication may otherwise lawfully be issued or passed on (all such persons together being referred to as relevant persons). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

No part of this offering memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the Issuer. The notes are not being offered or sold to any person in the United Kingdom, except in circumstances which will not result in an offer of securities to the public in the United Kingdom within the meaning of Part VI of the Financial Services and Markets Act 2000.

NOTICE TO INVESTORS IN FRANCE

This offering memorandum and any other offering material relating to the notes have not been prepared in the context of a public offering of financial securities in France within the meaning of Article L.411-1 of the French Code montaire et financier and Title I of Book II of the Rglement Gnral of the Autorit des marchs financiers (the AMF) and therefore has not been and will not be submitted for clearance to the AMF or to the competent authority of another member state of the EEA and notified to the AMF. Consequently, the notes are not being offered or sold, directly or indirectly, to the public in France and this offering memorandum and any other offering material relating to the notes have not been and will not be distributed or caused to be distributed to the public in France. Offers, sales and distributions of the notes in France will be made only to qualified investors (investisseurs qualifis) acting for their own accounts or to a closed circle of investors (cercle restreint dinvestisseurs) acting for their own accounts, and/or to providers of the investment service of portfolio management for the account of third parties (personnes fournissant le service dinvestissement de gestion de portefeuille pour le compte de tiers) as defined in, and in accordance with, Articles L.411-2 and D.411-1 to D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code montaire et financier. The notes so acquired may only be resold, directly or indirectly, to the public in France, in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code montaire et financier.

v

NOTICE TO INVESTORS IN JAPAN

The notes may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, Japanese person means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

NOTICE TO INVESTORS IN HONG KONG

Each initial purchaser has represented and agreed that:

(a) it has not offered nor sold and will not offer nor sell in Hong Kong, by means of any document, any notes other than: (i) to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) it has not issued nor had in its possession for the purposes of issue, and will not issue nor have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under the SFO.

NOTICE TO INVESTORS IN SINGAPORE

This offering memorandum has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the SFA). Accordingly, each initial purchaser has represented and agreed that it has not offered nor sold and that it will not offer nor sell any notes nor cause such notes to be made the subject of an invitation for subscription or purchase, nor will it circulate or distribute this offering memorandum or any other document or material in connection with the offer or sale or invitation for subscription or purchase of the notes, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the SFA; (b) to a relevant person, or any person pursuant to Section 275(1 A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (c) pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

The notes will be available initially only in book-entry form. We expect that the notes will be issued in the form of one or more registered global notes. The global notes will be deposited with, or on behalf of, DTC and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in the global notes will be effected through, records maintained by DTC and its participants. The global notes offered under Regulation S under the Securities Act, if any, to be deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through Euroclear or Clearstream. After the initial issuance of the global notes, certificated notes may be issued in registered form only in very limited circumstances, which shall be in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000. See Book-Entry, Delivery and Form for further discussion of these matters.

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or solicitation.

vi

None of us, the initial purchasers, or any of our or their respective affiliates or representatives is making any representation to any offeree or purchaser of the notes offered hereby regarding the legality of any investment by such offeree or purchaser under applicable legal investment or similar laws. Each prospective investor should consult with its own advisors as to legal, tax, business, financial and related aspects of a purchase of the notes.

For this offering, we and the initial purchasers are relying upon exemptions from registration under the Securities Act for offers and sales of securities which do not involve a public offering, including Rule 144A under the Securities Act. Prospective investors are hereby notified that sellers of the notes may be relying on the exemption from the provision of Section 5 of the Securities Act provided by Rule 144A. The notes are subject to restrictions on transferability and resale. Purchasers of the notes may not transfer or resell the notes except as permitted under the Securities Act and applicable state securities laws. See Transfer Restrictions. Prospective investors should thus be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

The distribution of this offering memorandum and the offer and sale of the notes may, in certain jurisdictions, be restricted by law. Each purchaser of the notes must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells the notes or possesses or distributes this offering memorandum, and must obtain any consent, approval or permission required for the purchase, offer or sale by it of the notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales. There are restrictions on the offer and sale of the notes, and the circulation of documents relating thereto, in certain jurisdictions including the United States, the EEA, the United Kingdom, France, Japan, Hong Kong and Singapore, and to persons connected therewith. See Plan of DistributionSelling Restrictions.

Investors should contact the initial purchasers with any questions about this offering or if they require additional information to verify the information contained in this offering memorandum.

Neither the United States Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these notes or determined if this offering memorandum is truthful or complete. Any representation to the contrary is a criminal offense.

ENFORCEABILITY OF CIVIL LIABILITIES

GDF SUEZ is a socit anonyme, i.e., a company with limited liability, organized under the laws of France with its registered office and principal place of business in France. A majority of its directors and officers are not residents of the United States, and all or a substantial portion of their assets are located outside the United States. A substantial portion of the Companys assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Company or such persons.

It may also be difficult to enforce against them, either inside or outside the United States, judgments obtained against them in U.S. courts, or to enforce in U.S. courts, judgments obtained against them in courts in jurisdictions outside the United States, in any action based on civil liabilities under the U.S. federal securities laws. There is some doubt as to the enforceability against such persons in France, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws. Actions in the United States under the U.S. federal securities laws could be affected under certain circumstances by the French law No. 68-678 of July 26, 1968, as modified by the French law No. 80-598 of July 16, 1980 (relating to communication of documents and information of an economic, commercial, industrial, financial or technical nature to foreign authorities or persons) which may preclude or restrict the obtaining of evidence in France or from French persons in connection with a judicial or administrative U.S. action. Additionally, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in France.

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FORWARD-LOOKING STATEMENTS

This offering memorandum contains forward-looking statements. These forward-looking statements express the intent, belief or current expectations of us and our respective directors and officers about us and our businesses. Generally, words such as may, will, believe, expect, intend, aim, seeks, plan, project, estimate, anticipate and similar expressions commonly identify forward-looking statements.

Examples of forward-looking statements in this prospectus include those regarding growth prospects for the market for natural gas and energy, and information relating to our objectives, financial performance, dividends and investments. We caution investors not to place undue reliance on our forward-looking statements. They involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievement, or our industrys results, to be materially different from any future results, performance or achievements expressed or implied in this offering memorandum.

A wide range of factors could materially affect future developments and performance, including the following:

changes in commodity prices (principally natural gas, crude oil, electricity, coal and other fuels utilized in our thermal and nuclear generation, and CO2 Certificates) and the contractual terms upon which we procure and sell commodities;

a significant reduction in the anticipated growth in consumption of natural gas, electricity and water consumption and waste production;

increased competition in the natural gas, electricity sectors, waste treatment and recycling sector, including as a result of deregulation of certain electricity and natural gas markets;

problems at our nuclear facilities, including mechanical or structural problems or storage, handling or disposal of radioactive materials;

industrial accidents and occupational illness, which could cause business interruptions or significant financial losses or liability;

the risk that we may fail to obtain or renew required permits, authorizations or concessions;

seasonality and fluctuation in weather conditions;

the risk that the balancing of the purchase from suppliers and sale to customer of natural gas and electricity could be adversely affected by unanticipated events;

the impact of any acquisitions that we may make and partnerships we enter into;

changes in political and economic conditions in developing countries where we are present, which could adversely affect its investments in those countries;

changes in political and economic conditions in countries important to global energy and commodity markets, which could adversely affect supply, prices and gas/oil price spreads;

the risk that we are not able to attract or retain sufficient skilled employees;

failure of our information technology systems;

opposition from local communities that perceive our presence to be negative from an environmental, social or economic perspective;

limits on our insurance coverage;

labor disputes, which may lead to increased costs or disruption of operations;

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tax regimes in the countries in which we operate;

retirement commitments;

changes in laws and regulations relating to the gas and electricity industries, as well as environmental, social, health or safety laws and regulations (and the interpretation or enforcement thereof);

decisions by regulators concerning the rates that we may charge for the sale of natural gas and for the use of infrastructure;

regulations of certain European countries, which could limit our expansion outside France;

increased costs related to the reorganizations required by the opening of the gas market;

stricter national and international standards relating to climate change and related costs;

the risk that adverse capital and credit market conditions affect our ability to meet liquidity needs, our access to capital and the cost of capital;

the effects of economic slowdowns; and

exchange and interest rate fluctuations.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive, and should be read in conjunction with other factors that are set forth in this prospectus. See Risk Factors. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Forward-looking statements speak only as of the date of this offering memorandum. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this offering memorandum to reflect any change in its expectations or any change in events, conditions or circumstances, on which any forward-looking statement contained in this offering memorandum is based.

CURRENCY PRESENTATION

In this offering memorandum, references to , euro and euro cents are to the single currency of the participating member states (Member States) in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time. References to U.S. dollars, U.S.$ and $ are to the United States dollar and references to cents are to United States cents, each the lawful currency of the United States of America.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We maintain our financial books and records in euros. The financial information contained in this offering memorandum includes (i) the audited consolidated financial statements of GDF SUEZ S.A. and its consolidated subsidiaries (the GDF SUEZ Group) as of and for the fiscal years ended December 31, 2011 and 2010 (the FY 2011 financial statements), (ii) the audited consolidated financial statements of the GDF SUEZ Group as of and for the fiscal years ended December 31, 2010 and 2009 (the FY 2010 financial statements), (iii) the audited consolidated financial statements of the GDF SUEZ Group as of and for the fiscal years ended December 31, 2009 and 2008 (the FY 2009 financial statements, and together with the FY 2011 and FY 2010 financial statements, the Audited Consolidated Financial Statements) and (iv) consolidated financial and operating information as of and for the six-month period ended June 30, 2012 and 2011 in accordance with IAS 34 Interim Financial Reporting (the Unaudited Condensed Interim Financial Statements). In each case, the Audited Consolidated Financial

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Statements and Unaudited Condensed Interim Financial Statements contain the notes thereto. Our Audited Financial Statements have been audited by Mazars, Ernst & Young et Autres and Deloitte & Associs, independent auditors. The reports of Mazars, Ernst & Young et Autres and Deloitte & Associs on our Audited Consolidated Financial Statements appear elsewhere in this offering memorandum.

Non-IFRS measures

The main trading indicators used in this offering memorandum are defined as follows:

Organic growth: percent change in a given indicator from one period to another on a constant exchange rate and scope of consolidation basis.

Reported figures: data that has not been restated for the impact of the Groups acquisitions, disposals and exchange rate fluctuations, presented on a current scope of consolidation and current exchange rate basis.

For further information, see Operating and Financial Review and Prospects of GDF SUEZ Basis of Presentation Non-IFRS Measures.

ADDITIONAL INFORMATION

While any notes remain outstanding, we will make available, upon request, to any holder and any prospective purchaser of notes the information required pursuant to Rule 144(A)(d)(4)(i) under the Securities Act, during any period in which we are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.

You may obtain copies, without charge, of the fiscal and paying agency agreement that governs the notes by requesting them in writing or by telephone at the address and phone number below:

GDF SUEZ Attention: Investor Relations

1, place Samuel de Champlain 92400 Courbevoie

France Telephone number: +33 1 44 22 00 00

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EXCHANGE RATES

The following table sets forth, for the periods and dates indicated, certain information concerning the exchange rates for the euro expressed in U.S. dollars per euro. Information concerning the U.S. dollar exchange rate is based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the noon buying rate). These rates are provided solely for convenience and no representation is made that euros were, could have been, or could be, converted into U.S. dollars at these rates or at any other rate. These rates were not used by us in the preparation of our audited and unaudited consolidated financial statements included elsewhere in this offering memorandum. The noon buying rate on September 28, 2012 was $1.2856 per euro.

U.S. Dollars per Euro Exchange Rate

Year ended December 31, Closing Rate Average Rate(1) High Low

2011 .............................................................................................. 1.2973 1.4002 1.4875 1.2926 2010 .............................................................................................. 1.3269 1.3218 1.4536 1.1959 2009 .............................................................................................. 1.4332 1.3955 1.5100 1.2547 2008 .............................................................................................. 1.3919 1.4695 1.6010 1.2446 2007 .............................................................................................. 1.4603 1.3797 1.4862 1.2904 Month

January 2012................................................................................. 1.3053 1.2910 1.3192 1.2682 February 2012 ............................................................................... 1.3359 1.3238 1.3463 1.3087 March 2012................................................................................... 1.3334 1.3208 1.3336 1.3025 April 2012..................................................................................... 1.3229 1.3160 1.3337 1.3064 May 2012 ...................................................................................... 1.2364 1.2806 1.3226 1.2364 June 2012 ...................................................................................... 1.2668 1.2541 1.2703 1.2420 July 2012 ...................................................................................... 1.2315 1.2278 1.2620 1.2062 August 2012 ................................................................................. 1.2578 1.2406 1.2583 1.2149 September 2012 ............................................................................ 1.2856 1.2885 1.3142 1.2566

(1) The average rate for each period is the average of the noon buying rates on the last day of each month during that period.

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SUMMARY

You should read the following summary together with the risk factors and the more detailed information about us and our financial results included elsewhere in this offering memorandum.

Overview

We are one of the worlds leading energy companies and a benchmark in the fields of gas, electricity, energy services and the environment.

We operate 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, operation and development of major natural gas infrastructures; energy services and services related to environmental management (water, waste).

Our business model is well-balanced with complementary activities across the value chain. Our revenues are balanced between gas, electricity and services and we operate in regions exposed to different business and economic cycles, with a strong presence in emerging markets. We are also balanced between activities exposed to market uncertainties and others that offer recurring revenues (infrastructure, power purchase agreements (PPAs), water regulated activities, etc). Finally, we have a balanced energy mix including low- and zero-carbon energy sources.

Through our offers to industrial and commercial customers, we have kept a substantial market share in our traditional markets and have established ourselves as a major player in continental Europes largest markets. We are now a leading player on the European markets. In 2010, we were ranked the worlds largest listed utility in Forbes annual ranking of the 2,000 largest listed global companies (24th in the general category, 3rd French company).

We are listed in Brussels (Belgium), Luxembourg and Paris (France), and represented in the following international indices: CAC 40, BEL 20, DJ Stoxx 50, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and ASPI Eurozone. Following our deregistration with the SEC on October 30, 2009, we also maintain an unlisted Level 1 ADR Program.

The GDF SUEZ Center (based both in Paris and Brussels) is responsible for strategic orientations and financial performance, and in particular for:

defining and adapting structures;

developing broad functional policies (finance, strategy, audit, internal control, risk management, human resources, office of general secretary, legal, communications, research-innovation, performance, information systems, purchasing, safety, etc.);

controlling and overseeing the implementation of internal policies and procedures;

steering functional lines;

steering transversal processes, in particular developing synergies between operating segments;

and within shared service centers and centers of expertise, steering missions that can be shared by several operating segments.

GDF SUEZ S.A. is an operating company and not simply a holding company vis--vis its subsidiaries. At the end of 2011, the number of our direct or indirect subsidiaries (controlling interest) was approximately 2,400. Our main consolidated companies are listed in Note 28 of our FY 2011 financial statements.

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Our registered office is located at 1, place Samuel de Champlain, 92400 Courbevoie, France; our telephone number is (33) 1 44 22 00 00 and our website address is www.gdfsuez.com. The information on our website is not a part of this offering memorandum.

Significant Events Since June 30, 2012

Jirau Hydro project. On October 1, 2012, BNDES (the Brazilian Development Bank) confirmed an additional loan of up to BRL 2.3 billion (0.9 billion) to the Jirau project in Brazil, potentially increasing the total project debt available to BRL 9.5 billion (3.6 billion). Furthermore, we acquired an additional 9.9% equity holding from Camargo Correa (Camargo) in the Jirau hydro power plant subject to the terms of the existing shareholder agreement at a price based on Camargos adjusted equity contributions in the project to date. This acquisition is subject to regulatory approval and is expected to be completed by December 31, 2012.

Swiss Franc bond issuance. On September 14, 2012, we priced a 450 million Swiss Franc bond issuance (around 370 million) in two tranches: 8 year tranche of 275 million Swiss Francs with a 1.125% coupon and a 12 year tranche of 175 million Swiss Francs with a 1.625% coupon. This financing has been swapped into Euro floating rate at an average spot level of 1.16%. The issuance is expected to settle on October 9, 2012.

Buyback of International Power Shares. On July 13, 2012, we purchased, for 620 million, 118 million International Power shares that had been created following the conversions carried out between July 1, 2012 and July 10, 2012 by the holders of bonds convertible into International Power shares (the International Power Convertible Bonds). On September 11, 2012, we purchased, for 1,208 million, 228 million International Power shares that had been created following the conversions carried out between July 11, 2012 and August 28, 2012 by the holders of International Power Convertible Bonds. These transactions led to a 718 million rise in net debt and a 345 million reduction in total shareholders equity, in light of the derecognition of (i) debt corresponding to the bonds converted into shares, the carrying amount of which totaled 1,110 million at June 30, 2012, (ii) the derivate instrument related to the optional value embedded in the convertible bonds issued in US dollar which amounted to 518 million and (iii) the related 145 million in deferred tax assets. A further 25 million of the residual International Power Convertible Bonds were redeemed at par plus accrued interest on September 27, 2012.

French natural gas tariff freeze. On July 10, 2012, further to claims filed by GDF SUEZ and the French association of energy retail operators (Association nationale des oprateurs dtaillants en nergie ANODE), the Conseil dtat (Frances highest administrative court) canceled the decree of September 29, 2011 on regulated natural gas prices issued by the Ministers for Economic Affairs and Energy. In its decision on the merits, the Conseil dtat held that the decree was vitiated by an error of law, in that it set the prices at a level lower than that which would have resulted from the application of the pricing formula as defined under current regulations.

According to the Conseil dtat, if the Ministers believed that it was necessary to alter the pricing formula due to changes in supply costs, they should have altered the formula before setting any new prices. The Conseil dtat instructed the Ministers to issue a new decree, within one month, setting prices for the period from October 1, 2011 to January 1, 2012 in accordance with current regulations. Such decree was published on August 1, 2012.

The freeze of regulated natural gas prices over the last quarter of 2011 resulted in an estimated shortfall amounting approximately to 290 million. The financial consequences of the decision of the Conseil dtat and of the decree of August 1, 2012 will be recognized during the second half of 2012.

In addition, the ministerial decree of July 18, 2012 set the increase in regulated natural gas prices in France at 2% for the period from July 20, 2012 to December 31, 2012. The governments decision to limit the July increase to 2% is not enough to cover the supply costs of GDF SUEZ, as was pointed out by the French Energy Regulation Commission (CRE) in its July 17 proceedings. Pursuant to the ministerial decree of September 26, 2012, an additional 2% increase was applied to regulated natural gas prices in France effective October 1st, 2012. However, we consider that these price changes will not enable us to cover all our natural gas supply costs and other costs.

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1.5 billion bond offering. On July 10, 2012, we completed a 1,500 million bond issue in two tranches of

750 million each: a first tranche expiring in July 2017 and paying interest of 1.5%; a second tranche expiring in July 2022 and paying interest of 2.625%. This offering was carried out to finance the acquisition of non-controlling interests in International Power. It reduces the syndicated credit facility entered into on May 4, 2012 (see Note 6.3.2.2 of our HY 2012 financial statements), with the remaining amount drawn or available under the facility of 1.5 billion.

Belgian nuclear power production -- decisions by the Belgian government and Doel 3 / Tihange 2 nuclear facility operations. The Belgian Council of Ministers announced a series of decisions on the electricity market following its meetings on July 4 and July 20, 2012. In particular, the Belgian government confirmed the following schedule and removed the possibility provided for by Article 9 of the Act of 2003 on the phase-out of nuclear power to derogate from the phase-out schedule by ordinary Royal Decree:

the Doel 1 and Doel 2 reactors will be closed in 2015, while the operating lifetime of Tihange 1 will be extended by ten years until 2025;

the Doel 3, Tihange 2 and Tihange 3/Doel 4 reactors will be closed in 2022, 2023 and 2025, respectively.

The Council of Ministers also announced certain other decisions, including the offering to the market of the nuclear capacity that would be extended. It also confirmed its intent to continue receiving a nuclear contribution during the current parliamentary term.

The Group publicly expressed that as a result of these decisions the Belgian government was not complying with the Memorandum of Understanding entered into in October 2009, as described above under Regulation Belgian Framework, which contains firm and reciprocal commitments that are binding on the parties, especially as regards the ten-year extension of the lifespans of the Doel 1, Doel 2 and Tihange 1 nuclear power plants.

No information was provided that allows us to assess the economic sustainability of the nuclear capacity that would be extended and offered to the market. At this stage, the content and consequences of most of these announcements remain unclear, both in terms of the energy landscape as a whole and the conditions in which the measures announced are to be implemented and applied. Accordingly, and pending further clarification, we are prepared to meet with the government to put forward our position and obtain the necessary clarifications on the economic aspects.

At this stage, on the basis of the information available at the date of publication and of independent expert reports, we have not modified our position with respect to our vision of the power industry and, in particular, we consider that a nuclear power production will still be necessary to ensure the security of supply in Belgium beyond 2025.

Based on the above, we consider that these decisions do not have an impact on our consolidated financial statements and, in particular, the recoverable amount of the related depreciable assets and goodwill is still higher than their carrying amount.

In addition, within the framework of the 10-year inspection on Doel 3 which started on June 1, 2012, Electrabel performed tests in order to ensure that the reactor vessel is exempt from a certain types of defects (so-called undercladding defects) which were in the past detected in the EDF nuclear plants of Tricastin and Fessenheim (France). The inspections in Doel 3 did not reveal any presence of undercladding defects, but other indications were found which could not be immediately justified. Experts have further investigated these indications and assume that these indications constitute so-called hydrogen-related defects. Additional analyses are in progress and during these analyses plant operation is halted until an estimated date of December 1, 2012. The results of the analyses will be submitted to the Belgian FNCA (Federal Nuclear Control Agency). The reactor of Doel 3 will not restart operations without formal agreement by the FNCA.

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The Tihange 2 reactor vessel, given its similar characteristics and fabrication origin, is currently undergoing a similar inspection as Doel 3. Indications of a nature identical to those found in Doel 3 were detected. Tests and analysis in progress will continue and will be presented to the competent authorities for a decision regarding restarting the plant.

Natural Gas Tariffs. Since July 1, 2012, GrDF has applied the ATRD4 tariff set by the deliberations on February 28, 2012 by the ERC, applicable for a period of four years. The ATRD4 tariff represents an 8% increase as of July 1, 2012, compared to the prior ATRD3 tariff, and provides for yearly increase in rates by inflation +0.2%.

Also, from July 31, 2012 to September 21, 2012, the ERC sought public comments with respect to a new transmission tariff (ATRT5) which could be implemented as from April 1, 2013. LNG terminal tariffs are also expected to be renewed as of April 1, 2013.

Prospects

In line with our policy of providing shareholders a sustainable and competitive return, we have confirmed a stable or increased dividend for 2012 compared with 2011 assuming average weather conditions and a stable regulatory environment. On April 23, 2012, our shareholders meeting resolved that a 1.50 dividend per share would be paid for 2011 and gave shareholders the choice as to whether the remaining 0.67 per share would be paid in cash or stock. The balance of the dividend was paid in May 2012. 341 million was paid in cash and 1,134 million was paid in stock. On October 25, 2012, GDF SUEZ will pay an interim dividend of 0.83/share for fiscal year 2012 whose ex-dividend date is set for September 25, 2012. In connection with financing for the buyout of International Power minority interests, GDF SUEZ shareholders exceptionally have the possibility of receiving this interim dividend in the form of shares. Our two largest shareholders have indicated that they will opt to receive this dividend in the form of shares.

For the second half of 2012, in an economic environment that promises to be difficult, we will pursue our action plan aimed at optimizing costs and Group performance, while maintaining our dynamic social policy in order to leverage the know-how of our employees.

We expect legislative developments in the autumn of 2012 regarding the Belgian governments declarations related to future of the nuclear sector, including the decision to closing of Doel 1 and Doel 2 (i.e. 866MW) at the end of the authorized period at present in 2015 and the possible extension of the operating lifetime of Tihange 1 by ten years until 2015. See Operating and Financial Review and Prospects of GDF SUEZ Regulation Belgian Framework. To proceed with the prolongation of Tihange 1, for which we estimate a further cost of 600 million (Group share 300 million), we require a clear and stable legal framework, allowing us to evaluate the economic profitability of such investment. Further, we estimate that the closing of Doel 1 and 2 could reduce net income before tax by approximately 100 million after 2015. Generally speaking, we have not, at this stage, changed our industrial vision on the sector and are waiting for the necessary precisions on the conditions of implementation.

Recent developments with respect to natural gas tariffs in France are also evolving and could impact our results of operations. Following the French Conseil dtats cancellation of the tariff freeze from October 1, 2011 to January 1, 2012, as discussed under Operating and Financial Review and Prospects of GDF SUEZ Current Trading and Prospects Significant Events Since June 30, 2012 French natural gas tariff freeze we will be billing our customers an estimated 290 million, assuming average weather conditions and excluding invoicing costs or net present value adjustments, over a period permitting to reduce the impact of their purchasing power. The governments decision to limit the July increase to 2% was not enough to cover the supply costs of GDF SUEZ, as was pointed out by the French Energy Regulation Commission (CRE) in its July 17 proceedings.

Pursuant to the ministerial decree of September 26, 2012, an additional 2% increase was applied to regulated natural gas prices in France effective October 1st, 2012. However, we consider that this further price increase will not enable us to cover all our natural gas supply costs and other costs.

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Although we are pursuing our discussions with the government to establish a progressive tariff and expand the social welfare tariff to protect households in difficulty, the level of rate increase for future periods is subject to uncertainty.

We also are continuing our negotiations with our long-term natural gas suppliers with the continuing objective of maintaining the profitability of our gas supply activity.

Our investment portfolio anticipates gross capital expenditure of approximately 10-11 billion in FY 2012 (excluding our buyout of minority interests in International Power plc) and approximately 9-11 billion per year over 2013 2015. Excluding our buyout of minority interests in International Power plc, we had 4,709 billion in gross capital expenditure in HY 2012.

As of the date hereof, GDF SUEZ S.A. has a rating of A1/P-1 with negative outlook from Moodys and a A/A-1 with stable outlook rating from Standard & Poors. A credit rating reflects an assessment by the rating agency of the credit risk associated with particular securities issued or guaranteed by us based on information provided by us and other sources. Credit ratings are not recommendations to buy, sell, or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each rating agency may have different criteria for evaluating company risk and, therefore, ratings should be evaluated independently for each rating agency. Lower credit ratings generally result in higher borrowing costs and reduced access to capital markets.

We believe that a corporate rating for us below the A category or its equivalents would limit our ability to operate efficiently in the international energy markets. Accordingly, we have established our financial policies and capital structure objectives in a manner that we believe would, under normal market conditions, ensure that we maintain ratings at or above A. In particular, we plan to maintain net debt less than or equal to approximately 2.5 times our EBITDA, and seek to achieve this ratio for 2012, assuming average weather conditions, full pass through of natural gas supply costs in regulated gas tariffs in France and a stable regulatory environment, in part through the increase in the portfolio optimization program from 10 billion to 13 billion over 2011-2013, as discussed under Operating and Financial Review and Prospects of GDF SUEZ Factors Affecting Results of Operations Portfolio Optimization.

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The Offering

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The Description of the Notes section of this offering memorandum contains a more detailed description of the terms and conditions of the notes.

Issuer ................................................................................ GDF SUEZ S.A. (the Issuer).

Notes Offered .................................................................. $750,000,000 aggregate principal amount of 1.625% notes due 2017 (the 2017 notes) and $750,000,000 aggregate principal amount of 2.875% notes due 2022 (the 2022 notes and, together with the 2017 notes, the notes). The notes will be issued under a Fiscal Agency Agreement expected to be dated as of October 10, 2012 (the Fiscal Agency Agreement) between us and Citibank, N.A., London Branch, as Fiscal Agent.

Issue Date ........................................................................ October 10, 2012.

Maturity Dates ................................................................ 2017 notes: October 10, 2017. 2022 notes: October 10, 2022.

Ranking of the Notes ...................................................... The notes will be unsecured and unsubordinated

obligations of the Issuer and will rank pari passu and equally and ratably in right of payment without any preference among themselves and with all other present or future unsecured and unsubordinated obligations of the Issuer. See Description of the Notes Ranking.

Interest Rates .................................................................. The 2017 notes will bear interest from the issue date at the rate of 1.625% per annum, payable semi-annually in arrears. The 2022 notes will bear interest from the issue date at the rate of 2.875% per annum, payable semi-annually in arrears.

Interest Payment Dates .................................................. 2017 notes: April 10 and October 10 of each year, commencing on April 10, 2013. 2022 notes: April 10 and October 10 of each year, commencing on April 10, 2013.

Interest Periods ............................................................... Interest will begin to accrue on the notes commencing on October 10, 2012. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months.

Form and Denomination ................................................ The notes will be issued in registered form without coupons and transferable in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.

Payment of Additional Amounts ................................... If the law of a Relevant Jurisdiction (as defined below) should require that payments of principal or interest made by the Issuer in respect of any note be subject to deduction or withholding in respect of any present or

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future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by, within or on behalf of, a Relevant Jurisdiction, the Issuer will, to the extent then permitted by law, pay such additional amounts (additional amounts) as shall result in receipt by the noteholder of such amounts as would have been received by them had no such deduction or withholding been required, subject to certain exceptions. See Description of the Notes Additional Amounts.

Optional Redemption in General .................................. The Issuer will have the right at its option to redeem the notes, in whole or in part, at any time or from time to time prior to their maturity, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes and (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points in case of the 2017 notes and 25 basis points in case of the 2022 notes, plus accrued interest (including additional amounts, if any) on the principal amount up to, but not including, the date of redemption. See Description of the Notes Redemption Optional Redemption in General.

Optional Redemption for Tax Reasons ......................... If, by reason of change in the law of a Relevant Jurisdiction we would on the occasion of the next payment of principal or interest due in respect of the notes, not be able to make such payment without having to pay certain additional amounts, we may, on any Interest Payment Date, redeem all, but not less than all, of the notes, at their principal amount with accrued interest (if any) to the date set for redemption and any additional amounts, provided that the due date for redemption of which notice hereunder may be given shall be no earlier than the latest practicable date on which the Issuer could make payment of principal and interest without withholding for such taxes.

We are required to redeem all, but not less than all, of each series of notes, at their principal amount with accrued interest (if any) to the date set for redemption, if we were prevented by the law of a Relevant Jurisdiction from making payment to you of the full amount then due and payable, notwithstanding the undertaking to pay additional amounts. See Description of the Notes Redemption Optional Redemption for Taxation Reasons.

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Covenants of the Issuer .................................................. The terms and conditions of the notes provide for a limited negative pledge and restrictions on certain merger transactions, and for certain events of default. There are no covenants restricting the ability of our company or our subsidiaries to make payments, incur indebtedness, issue and sell capital stock, enter into transactions with affiliates or engage in business other than our present business. See Description of the Notes Covenants Negative Pledge, Description of the Notes Covenants Consolidation, Merger and Sale of Assets and Description of the Notes Events of Default.

Further Issuances ........................................................... The Issuer may issue further notes of any series and increase the principal amount of any series of notes having the same ranking, interest rate and maturity as any series of notes being offered pursuant to this offering memorandum and other terms as the issued series; provided that any such further notes that are not fungible with the previously issued series of notes for U.S. federal income tax purposes must have a CUSIP, ISIN, common code and/or any other identifying number that is different from that of the outstanding notes. Purchasers of notes after the date of any further issue will not be able to differentiate between notes sold as part of the further issue and previously issued notes. The Issuer may not issue additional notes if an event of default has occurred.

Defeasance ....................................................................... The Issuer at any time may terminate all its obligations under the notes and the Fiscal Agency Agreement, except for certain obligations. The Issuer at any time may also terminate: (a) its obligations described under Description of the Notes Covenants Negative Pledge, and Description of the Notes Covenants Consolidation, Merger and Sale of Assets (b) the operation of certain clauses constituting an event of default. See Description of the Notes Defeasance and Covenant Defeasance.

Governing Law ............................................................... New York.

Listing .............................................................................. None.

Use of Proceeds ............................................................... Our net proceeds from this offering will be approximately U.S.$1,480,132,500, after deducting the initial purchasers fees and commissions. We intend to use the net proceeds from the offering for the partial repayment of amounts drawn under the 6 billion dedicated syndicated credit facility we entered into on May 4, 2012 in connection with the acquisition of the non-controlling interests in International Power plc and otherwise for general corporate purposes. See Use of Proceeds.

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Fiscal Agent ..................................................................... Citibank, N.A., London Branch.

Transfer Restrictions ...................................................... The notes have not been and will not be registered under the Securities Act and are subject to certain restrictions on resale and transfer.

Timing and Delivery ....................................................... We currently expect delivery of the notes to occur on October 10, 2012.

Risk Factors .................................................................... An investment in the notes involves certain risks that a potential investor should carefully evaluate prior to making an investment in the notes. See Risk Factors.

Expected Ratings ............................................................ The 2017 notes are expected to be assigned a rating of A1 (outlook negative) by Moodys and A (outlook stable) by S&P. The 2022 notes are expected to be assigned a rating of A1 (outlook negative) by Moodys and A (outlook stable) by S&P. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant credit organization.

Security Codes

2017 notes

CUSIP .............................................................................. 144A: 36160BAB1 Regulation S: F42768GN9

ISIN .................................................................................. 144A: US36160BAB18 Regulation S: USF42768GN96

2022 notes

CUSIP .............................................................................. 144A: 36160BAA3

Regulation S: F42768GM1

ISIN .................................................................................. 144A: US36160BAA35 Regulation S: USF42768GM14

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Summary Consolidated Financial and Operating Information of GDF SUEZ as of and for the Years Ended December 31, 2011, 2010 and 2009

and as of and for the Six-Month Periods Ended June 20, 2011 and June 30, 2012

The following tables present our summary consolidated financial and operating information as of and for the years ended December 31, 2011, 2010 and 2009, in accordance with IFRS as adopted by the European Union, and as of and for the six-month period ended June 30, 2012 and 2011 in accordance with IAS 34 Interim Financial Reporting. This information should be read in conjunction with, and is qualified in its entirety by reference to, our Audited Consolidated Financial Statements, Unaudited Condensed Interim Financial Statements and the section entitled Operating and Financial Review and Prospectus of GDF Suez appearing elsewhere in this offering memorandum.

Statements of Financial Position

Assets

HY 2012

HY 2011 FY 2011 FY 2010(1) January 1,

2010(1) FY 2009

(in millions of ) Non-Current Assets Intangible assets, net ........................................... 13,392 12,810 13,226 12,780 11,420 11,420 Goodwill ............................................................. 30,710 30,278 31,362 27,933 28,355 27,989 Property, plant and equipment, net ..................... 89,952 88,866 90,120 78,703 69,665 69,665 Available-for-sale securities ............................... 3,288 3,813 3,299 3,252 3,563 3,563 Loans and receivables at amortized cost ............. 3,839 4,519 3,813 2,794 2,426 2,426 Derivative instruments ........................................ 3,053 2,490 2,911 2,532 1,927 1,927 Investments in associates .................................... 2,953 2,552 2,619 1,980 2,176 2,176 Other non-current assets ..................................... 1,173 1,411 1,173 1,440 1,696 1,696 Deferred tax assets .............................................. 1,368 1,557 1,379 1,909 1,659 1,419 TOTAL NON-CURRENT ASSETS .................... 149,728 148,297 149,902 133,323 122,886 122,280 Current Assets Loans and receivables at amortized cost ............. 1,406 1,017 1,311 1,032 947 947 Derivative instruments ........................................ 5,571 7,672 5,312 5,739 7,405 7,405 Trade and other receivables, net ......................... 23,912 25,483 23,135 20,501 18,915 19,748 Inventories .......................................................... 5,114 5,108 5,435 3,870 3,947 3,947 Other current assets ............................................ 8,377 7,684 9,455 6,957 5,094 5,094 Financial assets at fair value through income ..... 1,004 1,524 2,885 1,713 1,680 1,680 Cash and cash equivalents .................................. 18,318 10,372 14,675 11,296 10,324 10,324 Assets held for sale ............................................. 660 1,298 0 0 n/a TOTAL CURRENT ASSETS .............................. 64,362 58,860 63,508 51,108 48,312 49,145

TOTAL ASSETS .................................................. 214,090 207,156 213,410 184,430 171,198 171,425

(1) Comparative amounts at January 1, 2010 and for the year ended December 31, 2010 have been restated as a result of an error discovered in the computation of the gas in the meter receivable accounted for in the Energy France segment described in Note 1.2 to our FY 2011 financial statements.

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Liabilities

HY 2012

HY 2011 FY 2011 FY 2010(1) January 1,

2010(1) FY 2009

(in millions of ) Shareholders equity ............................................... 62,217 63,211 62,930 62,114 60,194 60,285 Non-controlling interests ........................................ 11,440 15,578 17,340 8,513 5,241 5,241 TOTAL EQUITY .................................................. 73,657 78,789 80,270 70,627 65,436 65,527 Non-Current Liabilities Provisions ............................................................... 14,723 13,308 14,431 12,989 12,790 12,790 Long-term borrowings ............................................ 43,988 41,687 43,375 38,179 32,155 32,155 Derivative instruments ............................................ 3,781 2,651 3,310 2,104 1,792 1,792 Other financial liabilities ........................................ 343 778 684

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