1. business and industrial
2. company
3. annual report

FIRST SUPPLEMENT DATED 3 MARCH 2015
TO THE EURO MEDIUM TERM NOTE PROGRAMME BASE PROSPECTUS
DATED 2 OCTOBER 2014
OF GDF SUEZ
(incorporated with limited liability in the Republic of France) as Issuer
€25,000,000,000 Euro Medium Term Note Programme
This first supplement (the “First Supplement”) is supplemental to, and should be read in conjunction with, the Base Prospectus dated
2 October 2014 (the “Base Prospe ctus”) prepared in relation to the €25,000,000,000 Euro Medium Term Note Programme of GDF
SUEZ (the “ Programme”). The Base Prospectus as supplemented constitutes a base prospectus for the purpose of the
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended by Directive 2010/73/EU (the
“Prospe ctus Directive”). The Autorité des marchés financiers (the “ AMF”) has granted visa n°14-534 on 2 October 2014 to the Base
Prospectus.
Application has been made for approval of this First Supplement to the AMF in its capacity as competent authority pursuant to
article 212-2 of its Règlement Général which implements the Prospectus Directive in France. This First Supplement constitutes a
supplement to the Base Prospectus, and has been prepared for the purpose of article 16.1 of the Prospectus Directive and of article 212-25
of the AMF’s Règlement Général.
T erms defined in the Base Prospectus have the same meaning when used in the First Supplement.
This First Supplement has been prepared for the purposes of (i) incorporating by reference the English language audited consolidated
financial statements of GDF SUEZ for the financial year ended 31 December 2014 and (ii) updating the “ Recent Developments” section
of the Base Prospectus.
Save as disclosed in this First Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to
information included in the Base Prospectus that could significantly and negatively affect the assessment of the Notes. To the extent that
there is any inconsistency between (a) any statements in this First Supplement and (b) any other statement in, or incorporated in, the Base
Prospectus, the statements in the First Supplement will prevail.
In relation to any offer of Notes to the public, and provided that the conditions of article 16(2) of the Prospectus Directive are fulfilled,
investors who have already agreed to purchase or subscribe for Notes to be issued under the Programme before this First Supplement is
published, have the right according to article 16 (2) of the Prospectus Directive, to withdraw their acceptances within a time limit of two
(2) working days after the publication of this First Supplement, i.e. until 6 March 2015.
Copies of this First Supplement (a) will be available on the website of the AMF (www.amf-france.org), and (b) will be available on the
website of the Issuer (www.gdfsuez.com). A printed copy of the First Supplement may also be obtained, free of charge, at the registered
office of the Issuer during normal business hours.
1
TABLE OF CONTENTS
Page
INTRODUCTION ................................................................................................................................................................3
SUMMA RY OF THE PROGRAMME .............................................................................................................................4
RÉSUM É DU PROGRAMM E EN FRANÇAIS (SUMMA RY IN FRENCH OF THE PROGRAMM E) ...........7
DOCUM ENTS ON DISPLAY .........................................................................................................................................10
DOCUM ENTS INCORPORATED BY REFERENCE................................................................................................11
DESCRIPTION OF GDF SUEZ ......................................................................................................................................17
RECENT DEVELOPM ENTS OF THE ISSUER .........................................................................................................18
GENERA L INFORMATION............................................................................................................................................44
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIRST SUPPLEM ENT .................45
2
INTRODUCTION
The eighth paragraph of the Introduction on page 3 of the Base Prospectus shall be replaced by the following:
“The consoli dated financi al statements of GDF S UEZ for the years ended 31 December 2014 and
31 December 2013 have been prepared in accordance wi th International Fi nancial Reporting Standards
(“IFRS”) and endorsed by the European Union.”
3
SUMMARY OF THE PROGRAMME
Paragraphs B.2, B.10, B.12, B.13, B.14 and B.15 of the section entitled “Summary of the Programme” on pages
10 to 16 of the Base Prospectus shall be replaced by the following:
Section B – Issuer
“B.2
The domicile and
legal form of the
Issuer, the
legislation under
which the Issuer
operates and its
country of
incorporation
GDF SUEZ is incorporated in France and under the laws of France as a société anonyme
(limited liab ility co mpany) with a board of d irectors subject to legal and regulatory provisions
applicable to limited liab ility co mmercial co mpanies and any specific laws governing the
Issuer and its bylaws. GDF SUEZ is subject in particu lar to law 46-628 of 8 April 1946
governing the nationalizat ion of electricity and gas, law 2003-8 of 3 January 2003 governing
gas and electricity markets and energy public service, law 2004-803 of 9 August 2004
governing electricity and gas public service and electricity and gas companies, and law 20061537 of 7 December 2006 governing the energy sector. GDF SUEZ is reg istered at the
Registre du commerce et des sociétés de Nanterre under reference nu mber 542 107 651. At
31 December 2014, the share capital of GDF SUEZ stood at €2,435,285,011 divided into
2,435,285,011 fully paid-up shares with a par value of €1 each. Its registered and principal
office is located at 1, place Samuel de Champlain, 92400 Courbevoie, France.
B.10
Qualifications in
the auditors’
report
The statutory auditors’ reports on the consolidated financial statements for the years ended 31
December 2013 and 31 December 2014 do not contain qualifications.
B.12
Selected
financial
information
There has been no material adverse change in the prospects of the Issuer or the Group nor
significant change in the financial or trad ing position of the Issuer and the Group since 31
December 2014.
•
The following tables show the Group’s key figures related to the income statement and balance sheet
(consolidated figures) as at 31 December 2014 and 2013.
4
B.13
Recent
material events
particular to
the Issuer’s
solvency
B.14
Extent to
which the
Issuer is
dependent
upon other
entities within
the Group
GDF SUEZ (formerly referred to as Gaz de France) is the ultimate hold ing company of the
Group. Ho wever, GDF SUEZ operates its own business; it does not act as a simple hold ing
company vis-à-vis its subsidiaries. At the end of 2014, the number of GDF SUEZ’s direct or
indirect subsidiaries (controlling interest) was approximately 1,600.
5
B.15
Principal
activities of the
Issuer
The Group is active 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, management and development of major gas
infrastructures; and
•
energy services.
As at 31 December 2014, GDF SUEZ is organised at operational level into five business lines:
•
the Energy Europe business line;
•
the Energy International business line;
•
the Global Gas & LNG business line;
•
the Infrastructures business line; and
•
the Energy Services business line.”
6
RÉSUMÉ DU PROGRAMME EN FRANÇAIS
(SUMMARY IN FRENCH OF THE PROGRAMME)
Paragraphs B.2, B.10, B.12, B.13, B.14 and B.15 of the section entitled “Résumé du Programme en français
(Summary in French of the Programme)” on pages 30 to 36 of the Base Prospectus shall be replaced by the
following:
Section B – Émetteur
“B.2
Le siège social
et la forme
juridique de
l’Émetteur/la
législation qui
régit l’activité
et le pays
d’origine de
l’Émetteur
GDF SUEZ est régie par le droit français et constituée en France sous la forme d’une société
anonyme à Conseil d’ad min istration soumise au x dispositions législatives et rég lementaires
applicables au x sociétés commerciales de forme anonyme, sous réserve des lois spécifiques
régissant GDF SUEZ, et à ses statuts. Les lois spécifiques régissant GDF SUEZ sont
notamment la loi n° 46-628 du 8 avril 1946 sur la nationalisation de l’électricité et du gaz, la
loi n° 2003-8 du 3 janvier 2003 relat ive au x marchés du gaz et de l’électricité et au service
public de l’énergie, la lo i n° 2004-803 du 9 août 2004 relative au service public de
l’électricité, du gaz et au x entreprises électriques et gazières, ainsi que la loi n° 2006-1537 du
7 décembre 2006 relative au secteur de l’énergie. GDF SUEZ est immatriculée au Registre
du commerce et des sociétés de Nanterre sous le numéro 542 107 651. Au 31 décembre 2014,
le capital social de GDF SUEZ s’établit à 2 435 285 011 euros divisé en 2 435 285 011
actions entièrement libérées de 1 euro de nominal chacune. Son siège social admin istratif et
statutaire est situé au 1, place Samuel de Champlain, 92400 Courbevoie, France.
B.10
Réserves
contenues dans
le rapport des
Commissaires
aux comptes
Les rapports des Commissaires aux co mptes sur les comptes consolidés des exercices clos les
31 décembre 2013 et 31 décembre 2014 ne contiennent pas de réserves.
B.12
Informations
financières
sélectionnées
Depuis le 31 décembre 2014, aucune détériorat ion significative n ’a affecté les perspectives
de l’Emetteur ou du Groupe et aucun changement significatif de la situation financière ou
commerciale de l’Emetteur et du Groupe n’est survenu.
•
Les tableau x ci-dessous font état des chiffres clés concernant le co mpte de résultat et le bilan du Groupe
(données consolidées) aux 31 décembre 2014 et 2013.
7
8
B.13
Evénement
récent propre à
l’Emetteur
présentant un
intérêt
significatif
pour
l’évaluation de
sa solvabilité
B.14
Degré de la
dépendance de
l’Émetteur à
l’égard
d’autres entités
du Groupe
GDF SUEZ (anciennement dénommée Gaz de France) est la société mère de tête du Groupe.
Toutefois, GDF SUEZ exerce une activ ité économique propre ; elle ne joue pas vis-à-vis de
ses filiales le rô le d’une simple holding. Le no mbre de filiales directes ou indirectes de GDF
SUEZ (contrôle majoritaire) était d’environ 1 600 à fin 2014.
B.15
Principales
activités de
l’Émetteur
Le Groupe est présent sur l’ensemb le de la chaîne de valeur de l’énergie, en électricité et en
gaz naturel, de l’amont à l’aval, notamment en :
•
achat, production et commercialisation de gaz naturel et d’électricité ;
•
transport, stockage, distribution, développement et explo itation de grandes
infrastructures de gaz naturel ; et
•
fourniture de services énergétiques.
Au 31 décembre 2014, GDF SUEZ est organisé, sur le p lan opérationnel, autour de 5
branches :
•
la branche Énergie Europe ;
•
la branche Energy International ;
•
la branche Global Gaz et GNL ;
•
la branche Infrastructures ; et
•
la branche Energie Services.”
9
DOCUMENTS ON DISPLAY
The first paragraph of the section entitled “Documents on Display” on page 56 of the Base Prospectus shall
be replaced by the following:
1.
For the period of 12 months follo wing the date of approval by the AMF of this Base Prospectus, the
following documents will be available, during usual business hours on any weekday (Saturdays,
Sundays and public holidays excepted), for inspection and, in the case of documents listed under (iv)
to (x) collection free of charge, at the office of the Fiscal Agent and the Paying Agents:
(i)
the Agency Agreement;
(ii)
the form of Guarantee;
(iii)
the constitutive documents of GDF SUEZ;
(iv)
the 2012 GDF SUEZ Registration Document;
(v)
the 2013 GDF SUEZ Registration Document;
(vi)
the 2014 GDF SUEZ Annual Financial Report;
(vii)
the 2014 GDF SUEZ Audit Report;
(viii) each Final Terms for Notes that are listed and admitted to trading on Euronext Paris or any
other Regulated Market in the European Econo mic Area or listed on any other stock exchange
(save that Final Terms relat ing to Notes which are (i) neither listed and admitted to trading on a
Regulated Market in the European Economic Area in circu mstances where a prospectus is
required to be published under the Prospectus Directive (ii) nor listed on any other stock
exchange, will only be available for inspection by a holder o f such Notes and such holder must
produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding and
identity);
(ix)
a copy of this Base Prospectus together with any supplement to this Base Prospectus or restated
Base Prospectus and any document incorporated by reference; and
(x)
all reports, letters and other documents, balance sheets, valuations and statements by any expert
any part of which is extracted or referred to in this Base Prospectus in respect of each issue of
Notes.
10
DOCUMENTS INCORPORATED BY REFERENCE
The section entitled “Documents Incorporated by Reference” on pages 57 to 63 of the Base Prospectus
shall be replaced by the following:
This Base Prospectus should be read and construed in conjunction with the following:
(1)
the 2014 consolidated financial statements of GDF SUEZ and the related management report in
English language (the “2014 GDF SUEZ Annual Financial Report”);
(2)
the audit report relating to the audited consolidated financial statements of GDF SUEZ contained in
the 2014 Annual Financial Report (the “2014 GDF SUEZ Audit Report”);
(3)
the sections referred to in the table below which are ext racted fro m the 2013 Reg istration Docu ment of
GDF SUEZ in English language which is the translation of the French language Document de
Référence 2013 of GDF SUEZ wh ich was filed under no. D.14-0176 with the AMF on 20 March 2014.
Such document is referred to in the Base Prospectus as the “2013 GDF S UEZ Registration
Document”. Any reference in the Base Prospectus or in the information incorporated by reference to
the 2013 GDF SUEZ Registration Document will be deemed to include those sections only;
(4)
the sections referred to in the table below which are ext racted fro m the 2012 Reg istration Docu ment of
GDF SUEZ in English language which is the translation of the French language Document de
Référence 2012 of GDF SUEZ wh ich was filed under no. D.13-0206 with the AMF on 22 March 2013.
Such document is referred to in the Base Prospectus as the “2012 GDF S UEZ Registration
Document”. Any reference in the Base Prospectus or in the information incorporated by reference to
the 2012 GDF SUEZ Registration Document will be deemed to include those sections only; and
(5)
the terms and conditions included in the base prospectus referred to in the table below;
save that any statement contained in this Base Prospectus or in a document wh ich is incorporated by reference
herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that
a statement contained in any document which is subsequently incorporated by reference herein by way of a
supplement prepared in accordance with article 16 of the Prospectus Directive mod ifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded
shall not, except as so modified or superseded, constitute a part of this Base Prospectus.
Any reference in the Base Prospectus to the 2014 GDF SUEZ Annual Financial Report, the 2014 GDF SUEZ
Audit Report, the 2013 GDF SUEZ Reg istration Docu ment and the 2012 GDF SUEZ Registration Docu ment
shall be deemed to include only the sections mentioned in the table below.
The cross-reference tables below set out the relevant page references for the information incorporated herein
by reference:
11
ANNEX IV OF REGULATION EC 809/2004 AS AMENDED
Annex IV Article
No.
Page /Re f No.
Narrative
3
Se lected historical information
3.1
Selected historical financial information regarding the issuer, presented,
for each financial year for the period covered by the historical financial
information, and any subsequent interim financial period, in the same
currency as the financial information.
2013 GDF SUEZ Registration Document pages
9 to 13
2012 GDF SUEZ Registration Document pages
9 to 14
T he selected historical information must provide key figures that
summarise the financial condition of the issuer.
4
Risk Factors
Prominent disclosure of risk factors that may affect the issuer’s ability to 2013 GDF SUEZ Registration Document pages
fulfil its obligations under the securities to investors in a section headed 53 to 70
“ Risk Factors”.
5
Information about the Issuer
5.2
Inve stments:
5.2.1
A description of the principal investments made since the date of the last 2013 GDF SUEZ Registration Document pages
published financial statements.
183 to 185
5.2.2
Information concerning the issuer’s principal future investments, on 2013 GDF SUEZ Registration Document pages
which its management bodies have already made firm commitments.
6 to 7 and 14 to 45
5.2.3
Information regarding the anticipated sources of funds needed to fulfil 2013 GDF SUEZ Registration Document pages
commitments referred to in item RDA4-5.2.2
6 to 7 and 194
6
Business Overview
6.1
Principal activities:
6.1.1
A description of the issuer’s principal activities stating the main 2014 GDF SUEZ Annual Financial Report,
categories of products sold and/or services performed; and
pages 1 to 20
2013 GDF SUEZ Registration Document pages
4 to 7, 10 to 14 and 14 to 45
6.1.2
an indication of any significant new products and/or activities.
6.2
Principal markets:
2013 GDF SUEZ Registration Document pages
14 to 45
A brief description of the principal markets in which the issuer 2013 GDF SUEZ Registration Document pages
competes.
6 to 8 and 10 to 14
6.3
The basis for any statements made by the issuer regarding its 2013 GDF SUEZ Registration Document pages
competitive position.
6 to 8, 10 to 14 and 14 to 45
10
Administrative, Management and Supervisory Bodies
10.1
Names, business addresses and functions in the issuer of the following 2013 GDF SUEZ Registration Document pages
persons, and an indication of the principal activities performed by them 104 to 122 and 130 to 131
outside the issuer where these are significant with respect to that issuer:
10.2
(a)
members of the administrative, management or supervisory
bodies;
(b)
partners with unlimited liability, in the case of a limited
partnership with a share capital.
Administrative, Management, and Supervisory bodies conflicts of
interests
Potential conflicts of interests between any duties to the issuing entity of 2013 GDF SUEZ Registration Document pages
12
Annex IV Article
No.
Page /Re f No.
Narrative
the persons referred to in item 10.1 and their private interests and or 117 to 118 and 124 to 128
other duties must be clearly stated. In the event that there are no such
conflicts, make a statement to that effect.
11
Board Practices
11.1
Details relating to the issuer’s audit committee, including the names of 2013 GDF SUEZ Registration Document pages
committee members and a summary of the terms of reference under 120 to 122
which the committee operates.
11.2
A statement as to whether or not the issuer complies with its country’s of 2013 GDF SUEZ Registration Document pages
incorporation corporate governance regime(s). In the event that the 119 to 120
issuer does not comply with such a regime a statement to that effect must
be included together with an explanation regarding why the issuer does
not comply with such regime.
12
Major Shareholders
12.1
To the extent known to the issuer, state whether the issuer is directly or 2013 GDF SUEZ Registration Document pages
indirectly owned or controlled and by whom and describe the nature of 171 to 172
such control, and describe the measures in place to ensure that such
control is not abused.
12.2
A description of any arrangements, known to the issuer, the operation of 2012 GDF SUEZ Registration Document page
which may at a subsequent date result in a change in control of the 172
issuer.
13
Financial Information concerning the Issuer’s Assets and Liabilities,
Financial Position and Profits and Losses
13.1
Historical Financial Information
Audited historical financial information covering the latest 2 financial
years (or such shorter period that the issuer has been in operation), and
the audit report in respect of each year. Such financial information must
be prepared according to Regulation (EC) No 1606/2002, or if not
applicable to a Member State’s national accounting standards for issuers
from the Community. For third country issuers, such financial
information must be prepared according to the international accounting
standards adopted pursuant to the procedure of Article 3 of Regulation
(EC) No 1606/2002 or to a third country’s national accounting standards
equivalent to these standards. If such financial information is not
equivalent to these standards, it must be presented in the form of restated
financial statements.
The most recent year’s historical financial information must be presented
and prepared in a form consistent with that which will be adopted in the
issuer’s next published annual financial statements having regard to
accounting standards and policies and legislation applicable to such
annual financial statements.
If the issuer has been operating in its current sphere of economic activity
for less than one year, the audited historical financial information
covering that period must be prepared in accordance with the standards
applicable to annual financial statements under the Regulation (EC) No
1606/2002, or if not applicable to a Member State’s national accounting
standards where the issuer is an issuer from the Community. For third
country issuers, the historical financial information must be prepared
according to the international accounting standards adopted pursuant to
the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third
country’s national accounting standards equivalent to these standards.
T his historical financial information must be audited.
If the audited financial information is prepared according to national
13
2014 GDF SUEZ Annual Financial Report,
pages 21 to 153
2014 GDF SUEZ Audit Report, pages 1 to 4
2013 GDF SUEZ Registration Document pages
186 to 190 and 195 to 317
2012 GDF SUEZ Registration Document pages
207 to 330
Annex IV Article
No.
Page /Re f No.
Narrative
accounting standards, the financial information required under this
heading must include at least:
(a)
balance sheet;
2014 GDF SUEZ Annual Financial Report,
pages 24 to 25
2013 GDF SUEZ Registration Document pages
198 to 199
2012 GDF SUEZ Registration Document pages
210 to 211
(b)
income statement;
2014 GDF SUEZ Annual Financial Report, page
22
2013 GDF SUEZ Registration Document pages
187 and 196 to 197
2012 GDF SUEZ Registration Document page
209
(c)
cash flow statement; and
2014 GDF SUEZ Annual Financial Report, page
28
2013 GDF SUEZ Registration Document page
202
2012 GDF SUEZ Registration Document page
215
(d)
accounting policies and explanatory notes.
2014 GDF SUEZ Annual Financial Report,
pages 29 to 153
2013 GDF SUEZ Registration Document pages
203 to 315
2012 GDF SUEZ Registration Document pages
216 to 330
The historical annual financial information must be independently
audited or reported on as to whether or not, for the purposes of the
registration document, it gives a true and fair view, in accordance with
auditing standards applicable in a Member State or an equivalent
standard.
13.2
2014 GDF SUEZ Audit Report, pages 1 to 4
2013 GDF SUEZ Registration Document pages
316 to 317
2012 GDF SUEZ Registration Document pages
329 to 330
Financial statements
If the issuer prepares both own and consolidated financial statements, 2013 GDF SUEZ Registration Document pages
include at least the consolidated financial statements in the registration 319 to 368
document.
2012 GDF SUEZ Registration Document pages
331 to 377
13.3
Auditing of historical annual financial information
13.3.1
A statement that the historical financial information has been audited. If
audit reports on the historical financial information have been refused by
the statutory auditors or if they contain qualifications or disclaimers,
such refusal or such qualifications or disclaimers must be reproduced in
full and the reasons given.
2014 GDF SUEZ Audit Report, pages 1 to 4
2013 GDF SUEZ Registration Document pages
316 to 317 and 367 to 368
2012 GDF SUEZ Registration Document pages
329 to 330 and 377
13.3.2
An indication of other information in the registration document which Not Appplicable
has been audited by the auditors.
13.3.3
Where financial data in the registration document is not extracted from Not Applicable
the issuer's audited financial statements state the source of the data and
state that the data is unaudited.
13.6
Le gal and arbitration proceedings
Information on any governmental, legal or arbitration proceedings 2013 GDF SUEZ Registration Document pages
(including any such proceedings which are pending or threatened of
14
Annex IV Article
No.
Page /Re f No.
Narrative
which the issuer is aware), during a period covering at least the previous 63, 351 to 353 and 375
12 months which may have, or have had in the recent past, significant 2014 GDF SUEZ Annual Financial Report
effects on the issuer and/or group’s financial position or profitability, or pages 147 to 152
provide an appropriate negative statement.
14
Additional Information
14.1
Share Capital
14.1.1
The amount of the issued capital, the number and classes of the shares of 2013 GDF SUEZ Registration Document pages
which it is composed with details of their principal characteristics, the 160 to 170
part of the issued capital still to be paid up, with an indication of the
number, or total nominal value, and the type of the shares not yet fully
paid up, broken down where applicable according to the extent to which
they have been paid up.
15
Mate rial Contracts
A brief summary of all material contracts that are not entered into in the 2013 GDF SUEZ Registration Document pages
ordinary course of the issuer’s business, which could result in any group 194, 217 to 224
member being under an obligation or entitlement that is material to the
issuer’s ability to meet its obligation to security holders in respect of the
securities being issued.
15
The table below sets out the relevant page references for the terms and conditions contained in the base prospectus
of GDF SUEZ relating to the Programme:
Te rms and Conditions Incorporate d by Re fe re nce
Re fe re nce
Base Prospectus of GDF SUEZ filed with the AMF on 27 September 2013
Pages 64 to 95
Base Prospectus of GDF SUEZ filed with the AMF on 12 September 2012
Pages 52 to 84
Base Prospectus of GDF SUEZ filed with the AMF on 9 September 2011
Pages 44 to 72
Base Prospectus of GDF SUEZ filed with the AMF on 10 May 2011
Pages 43 to 71
Base Prospectus of GDF SUEZ filed with the AMF on 22 November 2010 and first supplement
dated 8 March 2011
Pages 49 to 78 and page 13, respectively
Base Prospectus of GDF SUEZ and Electrabel filed with the AMF on 4 November 2009 and first
supplement dated 1 September 2010
Pages 58 to 90 and page 25, respectively
Base Prospectus of GDF SUEZ and Electrabel approved by the CSSF on 7 October 2008
Pages 47 to 79
Offering Circular of Gaz de France registered with the Commission des opérations de bourse on 17
October 2002
Pages 16 to 45
16
DESCRIPTION OF GDF SUEZ
The subsection 2 entitled “Share Capital Structure of GDF S UEZ” of the section entitled “Description of
GDF SUEZ” on page 106 of the Base Prospectus shall be replaced by the following:
“2
Share Capital Structure of GDF SUEZ
Share capital
At 31 December 2014, the share capital of GDF SUEZ stood at €2,435,285,011, divided into 2,435,285,011
fully paid-up shares with a par value of €1 each.
Breakdown of share capital
At 31 December 2014, the Issuer 44,829,797 shares in treasury stock.
% of share capital
% of voting rights (a)
33.3%
33.9%
Employee shareholding
3.2%
3.2%
Groupe Bruxelles Lambert (GBL)
2.4%
2.4%
CDC Group
1.9%
1.9%
CNP Assurances
1.0%
1.0%
Sofina
0.4%
0.4%
Treasury stock
1.8%
0%
Not significant
Not significant
56.0
57.2%
100%
100%
31 December 2014
French State
Management
Public
(a) Calculated based on the number of shares and voting rights outstanding at 31 December 2014.
Under the terms of Act No.2004-803 o f 9 August 2004 as amended by Act No. 2006-1537 dated 7 December
2006, the French State must at all times hold more than one third of GDF SUEZ’s capital.
The shares of the Issuer are listed on Euronext Paris Euro list market, (Co mpart ment A), under ISIN Code
FR0010208488 – Ticker: GSZ. They are also listed on Euronext Brussels.”
17
RECENT DEVELOPMENTS OF THE ISSUER
The section entitled “Recent Develop ments of the Issuer” on page 107 of the Base Prospectus shall be completed
by the following press releases, available on the website of the Issuer (www.gdfsuez.com):
The following recent developments have been published by GDF SUEZ:
Press Release dated 21 October 2014
The Board of Directors of GDF SUEZ appoints Isabelle Kocher
as Director, Deputy CEO and Chief Operating Officer
The Board o f Directors of GDF SUEZ, chaired by Gérard Mestrallet, met on 21 October and received the
unanimous recommendations made by the Nomination and Compensation Committee in preparation for the
Group’s leadership t ransition. With the exception of a Director who d id not take part in the vote, the Board coopted unanimously Isabelle Kocher as a Director and Board Member and appointed her as Deputy CEO o f
GDF SUEZ, replacing Jean-François Cirelli.
These decisions will become effective on 12 November 2014.
The Board of Directors and its Chairman also sought to emphasize the success of this rigorous and collective
decision-making process, the goal of wh ich was to serenely and with anticipation prepare Gérard Mestrallet’s
succession.
Gérard Mestrallet, Chairman and Ch ief Executive Officer of GDF SUEZ, also appointed Isabelle Kocher as Chief
Operating Officer. The five business line Executive Vice Presidents will report to her as well as three divisions:
Major Projects, Action Plan and Group Performance, and Research & Technologies.
Gérard Mestrallet also appointed Dirk Beeuwsaert, Executive Director and Vice Chairman of the Board of
Electrabel, as Executive Vice President in charge of the Energy Eu rope business line. A new Ch ief Financial
Officer will be appointed soon.
The Board of Directors would like to thank Jean-François Cirelli for its key role since the merger between Gaz de
France and Suez and his contribution to GDF SUEZ Group’s development, including the implementation of the
new organization of the Energy Europe business line in a particularly difficult economic climate.
Isabelle Kocher is a graduate fro m Ecole Normale Supérieure, one of the most prestigious Ivy League French
school. She holds a Postgraduate Certificate in Physics. Isabelle Kocher is a Graduate fro m the Corps des Mines
Engineering School.
Isabelle Kocher initiates her industrial experience between 1991 and 1997 by beco ming Project Manager for the
reorganisation of production workshops within the Société Eu ropéenne de Propulsion. She will jo in as well
between 1992 and 1993 the mergers and acquisitions department of the Compagnie Financière de Rothschild
18
before becoming Director of the industrial inspection department at the Ile-de-France regional depart ment of
industry, research and environment division.
Fro m 1997 to 1999, Isabelle Kocher became Director of the postal and telecommun ication budgets, followed by
the defense budget at the French Budget Department. She will then be pro moted as Industrial Affairs Advisor to the
Prime Minister of France.
Isabelle Kocher joined the SUEZ Group in 2002, then GDF SUEZ, within which she holds, since 12 years,
functional and operational positions. Between 2002 and 2005, Isabelle Kocher is Vice President in charge of the
strategic overview of the SUEZ Group and the strategic monitoring of Suez Environnement. She will beco me in
2005, Senior Vice President in charge of Performance and Organizat ion programs before being promoted in 2007
Chief Operating Officer o f Lyonnaise des Eau x (subsidiary of Suez Environnement). In 2009 Isabelle Kocher
becomes Managing Director of Lyonnaise des Eaux, as well as Executive Vice President in charge of the
development of water activities in Europe within Suez Environnement.
Since 2011, Isabelle Kocher is Chief Financial Officer of GDF SUEZ. She is a member of the board of
Suez Environnement, International Power and AXA Group. Isabelle Kocher is married and has 5 children.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues
of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe
120 and France 20).
Pre ss contact:
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
19
Press Release dated 3 November 2014
GDF SUEZ signed a major cooperation MOU with Shenergy
to promote cooperation in energy sector in Shanghai
Gérard Mestrallet, Chairman and CEO of GDF SUEZ, signed a cooperation agreement with Wu Jian xiong, CEO of
Shenergy Group, to develop cooperation in energy sector, and joint exp loration and sharing of development
opportunities in Shanghai.
The scope of cooperation includes natural gas, energy services industry, power generation and related businesses,
mainly covering liquefied natural gas, decentralized energy, gas to power generation, low emission energy
application, and infrastructure projects. Both co mpanies aim at developing technical cooperation and
communicat ion in natural gas transportation and distribution, including the organizat ion of staff trainings, learning
missions, and enhance technical cooperation and communication in power generation.
Gérard Mestrallet, Chairman and CEO of GDF SUEZ stated, “This agreement illustrates the commitment and
strengthening involvement of GDF SUEZ in sustainable growth in China. The Group’s long-term relationships in
China have been marked by the 2011 cooperation agreement signed with China Investment Corporation (CIC), the
2012 partnership with PetroChina to develop six deep underground gas storage tanks, and the 2013 installation of
a first floating LNG import terminal. The Group’s expertise and know-how in the gas value chain and in energy
services is recognized by our partners in China, Beijing Gas Group with whom we signed a cooperation agreement
last March, and today Shenergy Group.”
Shenergy Group is a major investor and constructor of large energy infrastructures in Shanghai and the main
supplier of electricity and gas energy to the city. It employs 12.000 people and has a revenue of some
5 billion Euros.
GDF SUEZ presence in China
GDF SUEZ has been present in China for over 40 years through the activities of its strategic partner
SUEZ Environnement, wh ich serves 15 million customers through 33 joint ventures in approximately t wenty cities.
Managed revenues generated by SUEZ Environnement reached €1.3 billion in 2012.
In 2008, GDF SUEZ opened a representative office in China and all of its energy business lines developed
relationships with Chinese partners for projects in China and other countries.
In electrical power, GDF SUEZ supports joint carbon emissions reduction projects (Clean Development
Mechanisms–CDM), while its engineering teams assist in the development of the Taishan EPR and support the
development of hydroelectric projects in other countries with Chinese partners.
20
In natural gas, GDF SUEZ signed a world wide partnership in 2011 with the Chinese sovereign fund CIC granting
the latter a 30% share in GDF SUEZ explo ration and production activities. The Group sold 2.3 million metric tons
of LNG to the Ch ina Nat ional Offshore Oil Corporation (CNOOC), with deliveries beginning in 2013, and
installed the first floating regasification terminal in China. In 2012, GDF SUEZ also began a cooperation
agreement with PetroChina to explore the upstream gas potential in Qatar, then extended the
agreement to gas storage in China in 2013 (develop ment support for six sites). The Group currently assists
Shanghai Gas Group, a unit of Shenergy Group, for the expansion of one of its LNG terminals.
In energy services, follo wing the launch in 2009 of a trigeneration project in western China with Chongqing Gas,
the Group signed a partnership agreement in 2011 with the TIFI Group in Tianjin to develop an urban cooling
network in the heart of the new Yu jiapu financial district in the coastal area of Tianjin-Binhai. In late 2013, the
Group opened its first energy services company, Cofely-Gient, in Chongqing.
In March 2014, GDF SUEZ signed a major cooperation agreement with Beijing Enterprise Group to develop
energy projects in Beijing and other parts of China and promote the development of sustainable urban eco-districts.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services.GDF SUEZ employs 147,200 people worldwide and achieved revenues
of €81,3 billion in 2013. The Group is listed on the Paris, Brussels and Luxembourg stock exchanges and is represented in the main
international indices: CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120,
Eurozone 120, Europe 120 and France 20).
Inve stor Relations contact:
T el: +33 (0)1 44 22 66 29
E-Mail: ir@gdfsuez.com
Pre ss contact:
T el France: +33 (0)1 44 22 24 35
T el Belgium: +32 2 510 76 70
E-Mail: gdfsuezpress@gdfsuez.com
@gdfsuez
21
Press Release dated 7 November 2014
GDF SUEZ and Chubu Electric
enter into a Medium Term LNG Sales Agreement
GDF SUEZ announces the signature of a Heads of Agreement providing for the sale of LNG to Chubu Electric of
Japan (Chubu). Under the terms of the agreement, GDF SUEZ will deliver 20 cargoes (around 1.2 million tons) of
Liquefied Natural Gas (LNG) to Chubu for a 27-month period starting in the 1st quarter of 2015. LNG will be
sourced from GDF SUEZ global supply portfolio.
Jean-Marie Dauger, executive Vice-President of GDF SUEZ, in charge of the Global Gas & LNG business line,
said: “This sales agreement shows once again GDF SUEZ co mmit ment to develop its sales in Asia, a region with
growing LNG needs. LNG is playing a critical role in Japan’s energy mix. As a safe and reliab le supplier, we are
happy to reach such agreement with Chubu Electric, a significant and experienced player in the field of LNG in
Japan”.
Japan imported in 2013 around 88 million tons of LNG wh ich represents 37.5% of the world LNG consumption. In
the next decade Japan is expected to remain one of the major gas importers. Since 1st January 2012, the GDF SUEZ
Group has delivered mo re than 6.6 million tons of LNG to Asian countries with respect to its mediu m and long
term agreements.
Chubu Electric Po wer Co., Inc. is Japan's third-largest electric power co mpany in power generation capacity,
electric energy sold, operating revenues, and total assets. Chubu Energy division is engaged in the provision of gas
and integrated energy including cogeneration system, as well as the storage, delivery and regasificat ion of LNG.
Chubu Electric Power serves an area of nearly 39,000 square kilo meters in five prefectures of central Japan, ho me
to some 16 million people.
The Chubu region is known as one of Japan’s lead ing manufacturing reg ions, and many world-class Japanese
industries, including manufacturers of automobiles, mach ine tools, electric co mponents, aircraft , and new
materials, are centered here.
GDF SUEZ is a global LNG p layer and the main LNG importer in Europe. GDF SUEZ has the third largest LNG
supply portfolio in the world, supplied fro m six d ifferent countries, and representing 16 mtpa. It controls a large
fleet of 14 LNG carriers under mid and long term charter agreements. The fleet is permanently optimized to satisfy
GDF SUEZ long term co mmit ments and short term opportunities. GDF SUEZ LNG is present in Asia through its
premises in Singapore which support the development of its marketing activ ities in the region. The Group has also
a significant presence in regasification terminals around the world, wh ich gives a permanent access to downstream
markets.
22
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues
of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe
120 and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
23
Press Release dated 14 November 2014
Official opening of the Stublach gas storage facility,
a key asset to meet UK gas market needs
Lord Deighton KBE, the Treasury Minister, and Jean-Claude Depail, Executive Vice-President in charge of the
Infrastructures Business Line of GDF SUEZ, have today opened the Stublach Gas Storage Facility in Cheshire
(United Kingdom), representing an investment of £500 million by GDF SUEZ subsidiary Storengy.
The Stublach site has so far co mmissioned two salt caverns, wh ich represent a capacity of 40 million cubic metres
now availab le to the UK gas market. A further three caverns will be available by the end of December 2014,
bringing capacity to 100 million cubic met res. The site will eventually have up to 20 caverns with a total capacity
of 400 million cubic metres.
With a current 6% gas storage ratio (storage capacity/gas consumption), the UK is well belo w the Eu ropean Union
average (22%). As the UK becomes more dependent on gas imports and the likelihood of an increasingly flexib le
demand, new storage sites will play an important role to meet the needs of the gas market, and by 2020 Stublach
will be the largest UK onshore underground gas storage facility.
Opening the site today, Lord Deighton KBE, the Treasury Minister, said
“Energy security is central to the government’s long-term economic plan, and we are focusing on investing in
infrastructure to achieve this. Sites like Storengy at Stublach play a crucial ro le in our energy security strategy,
allo wing gas suppliers and others the flexibility to store gas safely in preparation for when demand is high, or when
other supplies are restricted.
“I am delighted to open the site today. This site has been constructed to the highest safety and hygiene standards,
with no public investment required. It demonstrates a real vote of confidence in the UK econo my by GDF SUEZ,
another example of companies confirming that the UK has created the right environment for investment.”
Jean Claude Depail, Executive Vice-President of GDF SUEZ in charge of the Infrastructures, added
“Stublach is the first investment in the UK for our gas storage business, follo wing many years of operation in
France and Germany. I am delighted that the project has just achieved a major milestone and the first salt caverns
are now full of gas and already contributing to the security of supply of natural gas across the UK.”
Notes:
Storengy is a subsidiary of GDF SUEZ. Its business is based on recognised expertise in the design and operation of
complex industrial sites and specialist expertise in underground modelling. Storengy is one of the few operators in
24
the world to comb ine skills as varied as market analysis, subsurface sciences, drilling and complet ion techniques,
underground reservoir engineering, operation of surface industrial facilities and industrial safety.
With a total storage capacity of 12.5 billion cubic metres, Storengy is the largest operator of natural gas storage in
Europe. It currently operates 22 storage facilit ies across France, Germany and the UK and is also represented in
Canada and China.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues
of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe
120 and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
25
Press Release dated 28 November 2014
GDF SUEZ via Cofely acquires Keppel FMO in Singapore
GDF SUEZ, via its subsidiary Cofely South East Asia, announced today the purchase of Keppel FMO, a
subsidiary of Keppel Infrastructure Holdings Private Ltd.
Keppel FMO (“KFM O”) is one of the strongest providers of integrated facilities management (FM), property
management, operation and maintenance, and FM consultancy services in Singapore, operating across a wide
spectrum of industries and markets, including airport, rail, healthcare, education, government, mission-critical
commercial facilities. Keppel FM O emp loys around 1,000 people and generates annual revenues of around 55
million Euros.
Cofely South East Asia offers a unique combination of service expertise, fro m the design, imp lementation and
management of energy and utility solutions, to the operational delivery of integrated facilities management.
This acquisition is in line with GDF SUEZ strategy to develop, through its primary brand Cofely, its European
leading position in energy services on an international scale. In Singapore, the acquisition, co mbined with Cofely’s
Singaporean operations, will g ive Cofely a strong position in this sector and will enable GDF SUEZ Energy
Services to expand its environmental and energy efficient solutions in South East Asia.
Jérô me Tolot, Executive Vice-President of GDF SUEZ, in charge of the Energy Services Business Line, also
added: “This acquisition builds on Cofely ’s European leading position in energy efficient solutions to equip us with
additional capabilities for the delivery o f integrated facilities management services. Cofely has the ambit ion to
double its revenues outside Europe within the next 5 years and South East Asia is one of the main regions we want
to invest in.”
About Cofely GDF SUEZ
Cofely GDF SUEZ is a global player in energy efficiency, multi-technical services and outsourcing for companies and communities. Our
experts design, develop and manage tailored, smart and sustainable solutions for our customers’ benefit. From the world’s highest building to
the most visited museum, from green data centres to zero-carbon factories - we help organisations run their facilities more efficiently. With
90,000 employees in nearly 40 countries, Cofely generated revenues of 14.7 billion Euros in 2013. Cofely is the leading brand of GDF SUEZ
Energy Services, one of the five business lines of GDF SUEZ Group.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues
of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe
120 and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
26
Press Release dated 28 November 2014
GDF SUEZ wins power contracts for 535 MW in Brazil New Energy Auction
GDF SUEZ, through its subsidiary Tractebel Energia, has been successful in securing Power Purchase Agreements
for 3 pro jects in the New Energy Auction that took place in Brazil on Friday, 28 November. The thermal, wind and
biomass power projects that succeeded in the auction represent a total capacity of 535 MW.
The Group will build the 340 MW Pampa Sul thermal power p lant, located in the South of Brazil. The plant will be
fuelled by mineral coal mined fro m local reserves and will use Circulating Fluid ized Bed (CFB) technology. The
energy fro m the p lant will be sold through a 25-year Po wer Purchase Agreement. The plant is expected to enter
commercial operation in 2019. Tractebel Energ ia will invest approximately BRL 1.8 b illion (570 million Euro) in
the construction of the plant, which has a potential to increase its installed capacity to 680 MW in the future.
GDF SUEZ will also build 330 MW of the Campo Largo wind complex, located in the Northeast of Brazil.
180 MW will be sold through a 20-year Po wer Purchase Agreement. An additional 150 MW will be constructed for
energy sales into the free market. Co mmercial operation is expected in 2019 with an estimated total investment of
BRL 1.7 billion (540 million Euro).
In addition, GDF SUEZ will expand the existing 65.5 MW Ferrari sugarcane biomass plant by 15 MW. The power
fro m this extension will be sold through a 20-year Power Purchase Agreement. Tractebel Energia will invest circa
BRL 85 million (27 million Euro) to expand and modernize the plant.
Gérard Mestrallet, Chairman and CEO of GDF SUEZ co mmented “These projects represent a good strategic fit fo r
Brazil and are in line with GDF SUEZ strategy. The Pampa Sul thermal Power Plant will contribute to the security
of supply in Brazil, part icularly in times of drought when hydropower generation can be reduced. The Campo
Largo and Ferrari projects will further diversify the Group’s power portfolio”.
GDF SUEZ, a major energy player in Brazil
GDF SUEZ, through its 68.7% subsidiary Tractebel Energ ia, is the largest independent power producer in Brazil,
representing approximately 7% o f the country’s total installed power generation capacity. 87% of the 8,750 MW
capacity is from renewable resources. GDF SUEZ is currently also constructing Jirau, a major 3,750 MW
hydropower plant located on the Madeira river, in the State of Rondonia. The pro ject, which will produce clean and
renewable energy to meet the electricity demand of 10 million Brazilian households, was registered with the United
Nations under the Clean Development Mechanis m. The Group is also present in energy related services and has
been supplying the Brazilian market with LNG since 2012.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues
of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe
27
120 and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
28
Press Release dated 12 December 2014
GDF Suez senior executive remuneration in 2015
GDF Suez is happy to explain its senior executives’ remuneration for 2015 in the wake of the misinfo rmation
spread by the CGT trade union.
During a meet ing held on 10 December2014, the Board decided to set the remuneration of Gérard Mestrallet, the
GDF Suez Chairman and CEO, for the year 2015 as follows:
- A fixed remuneration that remains unchanged at €1,400,000
- A target variable remuneration of €476,000
- The awarding of 150,000 performance units.
Gérard Mestrallet has decided to waive €1,344,000 of his variable remuneration.
The Group reiterates that since 2010, Gérard Mestrallet’s remuneration (fixed and bonuses) has been cut by 43.4%.
As regards Isabelle Kocher, the GDF Suez Executive Vice-President and COO, the Board decided to set her
remuneration for the year 2015 as follows:
- Fixed remuneration of €900,000
- A target variable remuneration of €681,500
- The awarding of 61,121 performance units.
Isabelle Kocher has decided to waive €418,500 of her variable remuneration and 38,879 performance units.
The Board therefore voted in favour of these amounts after the waivers.
Performance units are of purely theoretical value, and will not in fact become definite until March 2018, and then
only if predetermined performance conditions are met.
GDF Suez is reserving the option to take legal act ion against this circulat ion of inaccurate and misleading
information in respect of a listed company, motivated by a wish to harm the company and its senior executives.
About GDF SUEZ
(A) GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s
major energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and
maximizing the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on
diversified gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power
production, liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and
achieved revenues of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main
international indices: CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120,
Eurozone 120, Europe 120 and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
29
Press Release dated 16 December 2014
GDF SUEZ to build new power plant and transmission line following
successful energy auction in Chile
GDF SUEZ, through its subsidiary E-CL, has been successful in the recent energy auction in Chile. The Group
will deliver 5,040 GWh per year to the distribution co mpanies of the SIC (Chile’s central electricity system) fro m
2018 for a period of 15 years. The energy will be provided fro m E-CL’s diversified portfolio of new and existing
facilities, including LNG supply from GDF SUEZ.
The auction results are a significant develop ment for the Group in Ch ile and will lead to the construction of the
375 MW IEM thermal power p lant and an associated port, as well as a transmission line (TEN) that will connect
the Mejillones and Copiapó cities.
Gerard Mestrallet, CEO and President of GDF SUEZ co mmented : “This success, following the energy auction
result in Brazil in November, is a new step for GDF SUEZ to achieve its ambition to be the leading private power
producer on the continent within three years. This project allows E-CL to co mmercialize energy in SING and SIC
markets, to diversify its client portfolio and to contribute to an overall more efficient power market in Chile.”
IEM will be located in Mejillones, in the Northern system and represents an investment of approximately
US$ 1,000 million. Environ mental permits for the plant have been obtained and an EPC contractor appointed. The
plant is expected to start operation in 2018.
The energy from this plant will be delivered to the SIC v ia the 600 km TEN t ransmission line, which has the
potential to interconnect the two main electrical systems in Chile, as well as enable further deploy ment of nonconventional renewable sources. The total investment in the transmission line is estimated at US $700 million.
GDF SUEZ in Chile
GDF SUEZ is present in Ch ile through E-CL, the principal electricity generator on Ch ile’s Northern Electricity
Grid (SING), with an installed capacity of 2,016 MW. GDF SUEZ also holds 63% in the Mejillones LNG terminal
which became commercially operat ional in April 2010. In Chile’s Central Power Grid (“SIC”), the Group owns
and operates the Monte Redondo wind farm. The Laja 1 hydroelectric project, a “run-of-the-river” p lant, is
currently under construction.
Solgas (100% GDF SUEZ) is a company dedicated to purchasing, selling and distributing gas to industrial and
corporate clients.
GDF SUEZ is also present in energy services through its subsidiaries Cofely and Tractebel Engineering.
30
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues
of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe
120 and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
31
Press Release dated 6 January 2015
GDF SUEZ 100 MW solar project in South Africa awarded Preferred Bidder
GDF SUEZ is pleased to announce that the Kathu Solar Park project in South Africa, o wned by a GDF SUEZ led
consortium with South African partners, has been nominated ‘preferred bidder’ by the South African Depart ment of
Energy (DOE).
Kathu Solar Park is a 100 MW greenfield Concentrated Solar Power (CSP) project with parabolic trough
technology and equipped with a molten salt storage system that allows 4.5 hours of thermal energy storage. It is
situated in the Northern Cape Province, 600 km south-west of the capital Pretoria.
The consortium, which is led by GDF SUEZ (appro ximately 49%) includes a group of South African investors
comprising SIOC Co mmun ity Development Trust, Investec Bank, Lereko Metier and Public Investment
Corporation.
Kathu Solar Park was awarded preferred b idder in the third round of the Renewable Energy Independent Power
Producer Procurement (REIPPP) led by the DOE. The preferred bidders will be invited to enter into a 20-year
Power Purchase Agreement (PPA) with Eskom first producer and supplier of electricity in South Africa.
Gérard Mestrallet, Chairman and CEO of GDF SUEZ co mmented: “ GDF SUEZ is proud to be part of the REIPPP
Programme. Kathu Solar Park strengthens our contribution to South Africa’s objective o f establishing sustainable
energy generation and promoting local economic development. The project is in line with our Group’s effort to
become a leader in the transition to clean energy.”
In 2012, GDF SUEZ was awarded the West Coast 1 wind energy project under the second REIPPP round. The 94
MW wind farm started construction in June 2013 and recently produced its first electricity in test phase, ahead of
schedule. Twelve of its forty-seven 2 MW wind turb ines have been erected to date. Co mmercial operation is
expected in mid-2015.
In Africa, GDF SUEZ has interests in four assets under construction with a gross capacity of 2,485 MW: the 94
MW West Coast 1 wind farm and the 670 MW Avon & 335 MW Dedisa peaking plants in South Africa; and the
2x693 MW Safi thermal pro ject in Morocco. Recently the Group started full co mmercial operation of the 301 MW
Tarfaya wind farm in Morocco. GDF SUEZ has 18,000 MW renewable generation capacity worldwide.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues
of €81.3 billion in 2013. The Group is listed on the Paris and Brussels stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe
120 and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
32
Press Release dated 3 February 2015
GDF SUEZ signs a cooperation agreement
with theTunisian Company of Electricity and Gas
GDF SUEZ has signed a memorandum o f understanding with the Société Tunisienne de l'Electricité et du Gaz
(Tunisian Co mpany of Electricity and Gas – STEG) to develop cooperation between the two groups. The
agreement, signed by Jean-Claude Depail, GDF SUEZ Executive Vice President in charge of the Infrastructures
business line, and Rachid Ben Daly Hassen, Chairman and CEO of STEG, aims to renew the cooperative
relationship which led to several programmes in the 1990s.
The first of the exchanges planned for 2015 will focus on providing training to STEG emp loyees on the gas supply
chain, technical aspects of gas facilit ies, and safety. This will be supplemented with technical support services in
gas transport and distribution.
The agreement also provides for GDF SUEZ to g ive STEG further support in the form of strategic reflect ion on the
developing energy mix in Tunisia. GDF SUEZ is delighted to have renewed its cooperation with Tunisia, a country
which is experiencing growing energy demands and which is looking to guarantee the security of its supply.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take
up today’s major energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against
climate change and maximizing the use of resources. The Group provides highly efficient and innovative solutions to
individuals, cities and businesses by relying on diversified gas-supply sources, flexible and low-emission power generation as
well as unique expertise in four key sectors: independent power production, liquefied natural gas, renewable energy and energy
efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues of €81.3 billion in 2013. The Group
is listed on the Paris and Brussels stock exchanges and is represented in the main international indices: CAC 40, BEL 20, DJ
Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe 120
and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
33
Press Release dated 3 February 2015
GDF SUEZ makes an investment in Tendril to better address European demand
for consumer-centric ESM software and analytics
Paris and B oul der (CO) – February 3, 2015 – GDF SUEZ, a g lobal energy independent producer and Tendril, a
leading U.S. p rovider o f Energy Services Management (ESM) solutions, announce today the signature of a
partnership to better serve European electricity users. Under the terms of the agreement, GDF SUEZ, through its
investment fund GDF SUEZ New Ventures targeting innovative startups, invests 7,2 mio$ in Tendril.
“We have been planning our entry into the European market for a long time,” said Adrian Tuck, CEO of Tendril.
“We knew our proven, enterprise-class software platform could be customized to meet the diverse needs of the
European market. Our challenge was finding a forward-thinking utility partner to help us build winning solutions
and support our market entry as a lighthouse partner. We have found that partner in GDF SUEZ.”
Tendril’s ESM Platfo rm already delivers highly personalized energy services to millions of customers in the U.S.
Developed over the past 10 years and honed through millions of customer interactions, the Tendril ESM Platform is
the only flexib le, scalable, enterprise-class software platform that serves as the connective tissue between the
providers and consumers of energy. The goal o f this partnership is to enable European customers to have access to
Tendril’s customized ESM solution. In turn, Tendril will benefit fro m GDF SUEZ’s large customer base and should
contribute to addressing the pressing issue of energy transition in Europe.
“This new investment by GDF S UEZ New Ventures is a very significant step for GDF SUEZ” said Gérard
Mestrallet, CEO of GDF SUEZ. “Following our first investment in the Belgian startup Powerdale specialized in
smart mobility in August 2014, we are now striking a deal in the field of smart energy, another priority
development area for our Group. ESM solutions developed by Tendril will enable us to better understand the
individual needs of each of our customers. We will deliver tailored products and services that establish a truly
personal and engaging energy experience for millions of customers.”
About GDF SUEZ New Ventures
GDF SUEZ New Ventures fund aims at taking minority equity positions in companies that share its strategic
business orientation and have reached the pre-production development stage. Created in 2014, the €100 million
fund has identified the following priority sectors:
- Energy control and load management,
- Municipalities, regions and mobility,
- Home comfort,
- Decentralized power production and storage.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible
growth to take up today’s majo r energy and environ mental challenges: meet ing energy needs, ensuring the security
of supply, fighting against climate change and maximizing the use of resources. The Group provides highly
34
efficient and innovative solutions to individuals, cit ies and businesses by relying on d iversified gas-supply sources,
flexib le and low-emission power generation as well as unique expertise in four key sectors: independent power
production, liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ employs 147,400
people worldwide and achieved revenues of €81.3 b illion in 2013. The Group is listed on the Paris and Brussels
stock exchanges and is represented in the main international indices: CA C 40, BEL 20, DJ Eu ro Sto xx 50,
Euronext 100, FTSE Eu rotop 100, MSCI Europe and Euronext Vigeo (World 120, Eu rozone 120, Europe 120 and
France 20).
About Tendril
Tendril is defining data-driven Energy Services Management (ESM) for the evolving energy market. Our open,
cloud-based software platform provides the infrastructure, analytics and understanding required to deliver
personalized energy services. This targeted approach drives new business opportunities, delights consumers and
has led to some of the industry’s highest engagement and satisfaction rates. For more in formation, p lease
visit http://www.tendrilinc.com.
GDF SUEZ
Tendril
Press contact:
Tel. France : +33 (0)1 44 22 24 35
Tel. Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
Media Contact
Tendril
Kristen (Leon) Walker
415.613.8320
kleon@tendrilinc.com
Investors relations contact:
Tel. France : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
@Tendril
@gdfsuez
35
Press Release dated 18 February 2015
GDF SUEZ wins an important liquefied natural gas supply contract
with the Lactalis Group
-
Overall transport, storage, supply and LNG regasification offer for industrial groups not
connected to the natural gas network
20% reduction in CO2 emissions thanks to the fuel oil to natural gas conversion and over 90%
reduction in emissions of particles, nitrogen oxides and sulphur
Up to 25% savings on the energy bill of the industrial site
A long term energy project
LNGenerat ion, the subsidiary of GDF SUEZ dedicated to transported LNG, has announced the signing of a
contract with Lactalis over 18 months and relat ing to the supply of the Bouvron-based cheese company with
liquefied natural gas. Th is industrial site is significant for the Lactalis group in France and is very important for the
local econo mic fabric. Selected after a call-to-tender, LNGenerat ion is offering an overall energy solution
combin ing transport, storage, regasification and supply in LNG for the Bouvron site, which is still not connected to
the natural gas network and has been consuming heavy fuel oil.
LNGenerat ion has thus been able to meet one of the main expectations expressed by Lactalis, namely having shortterm access to a mo re co mpetit ive and economical source of energy, prior to a connection to the natural gas
network, a project currently being studied and envisaged for within the next two years.
A turn-key solution
In under six months, LNGenerat ion has put in place an LNG storage and
regasification unit on the site of its client. LNG is transported by tankertrucks fro m the Elengy terminal (GDF SUEZ group) of Montoir-deBretagne, which is about forty kilo metres away, to the industrial site
where it is stored.
As it is needed, LNGeneration vaporises it and delivers it to Lactalis in
gaseous and odourised form, like natural gas from the network. The
installation is equipped with sensors which order resupply automatically.
"We chose LNGeneration after a particularly competitive call-to-tender.
Their bid, which was very competitive, fulfils our desire to optimise our
energy and environmental balance. LNGeneration autonomously operates
the LNG installations to supply natural gas to our production line as we
need it", says Gérald Delporte, director of the Bouvron-based cheese
company.
"With LNGeneration, GDF SUEZ accelerates its development in France
in new uses for liquefied natural gas, helping industrial groups to be
more competitive. With complete expertise in the gas chain and a position
of first importer of LN G in Europe, the Group aims to become the leader
on the transported LNG market in France", says Dirk Beeu wsaert, GDF
Fuel oil
LNG
CO2
NOx Fine particles
Sulphur oxide
Comparison of emissions from heavy fuel oil and LNG
(liquefied natural gas).
Source: © Det Norske Veritas AS
36
SUEZ Executive Vice President, in charge of the Energy Europe business line.
Appendix - Plan of the installations
VAPORISERS
CONTROL SYSTEM
UNLOADING
AREA
PRESSURE
REDUCING
STATION
Unloading area: stabilised and tarmacked area which receives the tanker trucks when they unload LNG.
Reservoir: cryogenic vat for storing LNG (18m high - 35 tonnes empty - 85 tonnes full).
Control system: automated relay which enables the remote management and supervision of the installation, orders
resupplies and detects any potential malfunctions.
Vaporisers: coils through which the LNG passes from the liquid to gaseous state on contact with the ambient air
(complemented where necessary by an electric heater).
Pressure reducing stati on: odourisation of the natural gas and regulation of its pressure prior to entry into the
Lactalis private network.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take
up today’s major energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against
climate change and maximizing the use of resources. The Group provides highly efficient and innovative solutions to
individuals, cities and businesses by relying on diversified gas-supply sources, flexible and low-emission power generation as
well as unique expertise in four key sectors: independent power production, liquefied natural gas, renewable energy and energy
efficiency services. GDF SUEZ employs 147,400 people worldwide and achieved revenues of €81.3 billion in 2013. The Group
is listed on the Paris and Brussels stock exchanges and is represented in the main international indices: CAC 40, BEL 20, DJ
Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe 120
and France 20).
Inve stors relations contact:
T el : +33 (0)1 44 22 66 29
E-Mail : ir@gdfsuez.com
Pre ss contact:
T el France : +33 (0)1 44 22 24 35
T el Belgium : +32 2 510 76 70
E-Mail : gdfsuezpress@gdfsuez.com
@gdfsuez
37
Press Release dated 26 February 2015
2014 annual results: all financial targets achieved
•
Current operating income 1 show strong organic growth of + 8.2% , excluding weather effect in France
and gas tariff recoup booked in 2013
• Dividend of EUR 1 per share with respect to fiscal year 2014, payable in cash 2
The Group reaches its objecti ves at average weather in France thanks to (a) its geographic di versity,
(b) its well balanced portfolio between regulated/contracted acti vities and merchant acti vi ties and (c)
the synergies and performance gains realized in the context of the Perform 2015 plan, des pite
unfavorable exogenous events (drought in Brazil and temporary outage of three nuclear units).
31/12/2014
(in €bn)
Revenues
Ebitda
Current Operating Income 1
Net recurring income, Group share 3
Net income, Group share
Cash Flow from Operations (CFFO)
Net debt/Ebitda
74.7
12.1
7.2
3.1
2.4
7.9
2.3 x
31/12/2014
at average
weather
Indications
& guidance
2014*
75.9
12.5
7.5
3.4
12.3-13.3
7.2-8.2
3.1-3.5
Gross
Variation
vs 2013
- 6.6 %
- 6.7 %
- 6.6 %
- 9.4 %
Variation excluding
weather & tariff**
vs 2013
- 4.4 %
+ 2.4 %
+ 8.2 %
+ 5.7 %
2013 figures pro forma with equity consolidation of Suez Environnement as of January 1t, 2013 and restated under IFRS 10-11
*guidance on net recurring income has been adjusted on June 12th , 2014, following the extended outage of Doel 3 and Tihange 2
** organic variation (Revenues, Ebitda, COI) / gross (net recurring income, Group share) adjusted for weather effect in France and gas tariff recoup booked in 2013
2015 financial targets 4 : a resilient net recurring income despite the drop in oil / gas price
thanks to the implementation of a targeted “Quick Reaction Plan”
Given the recent major d rop in o il and gas price, which has a significant impact, in the short term, on the Group’s
businesses (estimated at around EUR - 900 million on Ebitda 2015 and EUR - 350 million on Net recurring
income, Group share, based on forward prices as of December 31st , 2014), the Group has decided to launch a
quick operational reaction plan in addit ion to Perform 2015, focused on targeted reductions in opex (EUR
250 million impact on Ebitda 2015) co mbined with a shift of some growth capex (EUR 2 b illion over 20152016).
This plan enables the Group to announce for 2015 a Net recurring income, Group share3 between EUR 3.0
and 3.3 billion, at average weather in France, in line with the figure published for 2014. This guidance is based
on estimates for Eb itda and current operating income1 of, respectively, EUR 11.7 to 12.3 billion and EUR 6.8 to
7.4 billion.
In addition, given its mediu m term growth perspectives and cash generation for 2015-2016, the Group reaffirms
its capital allocation policy for the period 2014-2016 as follows:
• net capex 5 between EUR 6 and 7 billion per year on average,
• net debt/Ebitda ratio below or equal to 2.5x and « A » category credit rating,
• and a stable di vi dend policy with a pay-out ratio 6 of 65-75 % and a minimu m of EUR 1 per share, payable
in cash.
1
2
3
after share in net income of entities accounted for using the equity method
including interim dividend of €0.50/share paid in October 2014. Subject to approval at the Annual General Shareholders’ Meeting on April 28, 2015
excluding restructuring costs, MtM, impairment, disposals, other non-recurring items and associated tax impact and nuclear contribution in Belgium
4
targets assume av erage weather conditions in France, f ull pass through of supply costs in French regulated gas tarif f s, restart of Doel 3 and
st
Tihange 2 as of July 1 , 2015, no signif icant regulatory and macro-economic changes, commodity price assumptions based on market conditions as
st
of December 31 , 2014 f or the non-hedged part of the production, and av erage f oreign exchange rates as f ollows f or 2015 : €/$ : 1.22, €/BRL : 3.23
5
net capex = gross capex – disposals (cash and net debt impact)
6
based on net recurring income, Group share
38
During the full year results presentation, Gérard Mestrallet, Chairman and Chief Executive Officer of GDF
SUEZ, stated: “In a very challenging context, the robustness of our business model and financial structure
enabled us to reach all our financial targets for 2014. These good results are a testimony o f the resilience of GDF
SUEZ. We were the first last year to take drastic measures with large asset impairments, taking into account the
dramatic change of the energy landscape. We have also redefined our strategy in a clear manner: to be leader in
the energy transition in Europe and to be the benchmark energy player in fast growing markets. Thanks to these
new orientations, GDF SUEZ has pursued its development in Europe in renewable energies and services, and in
all its businesses at the international level. The capital allocation policy for 2014-2016 enables the Group to
implement its growth strategy, to pursue its selective and profitable development model and to maintain an
attractive dividend policy. We have measured the impact of the recent drop in oil and gas price and have quickly
implemented an operational reaction plan. In order to face the continuously evolving energy landscape, our main
challenge is to accelerate the transformation of GDF SUEZ. This is also the reason why we have adapted well in
advance the governance of our company.”
Analysis of financial data
Revenues of EUR 74.7 billion
Revenues of EUR 74,686 million are in decrease of -6.6% (gross) compared to 2013 and in organic decrease of 7.2%. This decrease is mainly due to the impact of climat ic conditions on sales of natural gas in France (2014 was
particularly mild) and lower electricity market prices in Europe. Adjusted for weather impact in France as well as
the gas tariff recoup booked in 2013, wh ich had a year-on-year total impact of close to EUR 2.3 b illion, the organic
decrease is limited to -4.4%.
Ebitda of EUR 12.1 billion
Group Ebitda, which amounted to EUR 12,138 million, was down -6.7% (gross) and -4.2% (o rganic decrease).
Adjusted for weather impact in France and the gas tariff recoup booked in 2013, which had a year-on-year total
impact of EUR 815 million, Ebitda was up by +2.4% on an organic basis. This indicator was boosted by the
positive impact of the co mmissioning of new assets, a strong operational performance, the positive results of the
Perform 2015 plan and the improvement in net additions to provisions, which were part ially offset by outages at
three nuclear power p lants in Belgiu m, the fall in electricity market prices in Europe, and particu larly adverse
hydrological conditions in Brazil.
Eb itda for the Energy International business line is up +1.4% on an organic basis, to EUR 3,716 million,
impacted by severe hydrological conditions in Brazil (which had a fu ll-year negative impact of around EUR 0.2
billion), compensated by improved performances in the United States, in Thailand, in Chile, in Peru, in the United
Kingdom and in Pakistan.
Eb itda for the Energ y Europe business line is down -29.2% on an organic basis, to EUR 2,020 million, due to
exceptionally unfavorable weather conditions, the partial unavailability of three nuclear units in Belgiu m (Doel 3,
Doel 4 and Tihange 2), the fall in prices on the electricity market and the gas tariff recoup in France booked in
2013. Adjusted for weather impact in France and the gas tariff recoup booked in 2013, the organic decrease in
Ebitda is limited to -11.5%.
Eb itda for the Gl obal Gas & LNG business line reached EUR 2,225 million, with an organic increase of +10.9%
compared to end December 2013, main ly due to the rise in total hydrocarbon production following the
commissioning of new fields and the strong LNG act ivity in Eu rope and Asia, partially offset by the fall in sales
prices for Exploration-Production.
Eb itda for the Infrastructures business line came to EUR 3,274 million reflecting an organic decrease of -1,7%
compared with 2013, mainly due to the milder weather in France, which limit the positive impacts of tariffs
increases and of the development in sales of transmission and storage capacities in Europe. Adjusted for weather
impact in France, Ebitda is up +6.8% on an organic basis.
39
Energy Services business line Ebitda amounted to EUR 1,127 million, up by +8.2 % (gross) notably due to
acquisitions made in the United Kingdom (Balfour Beatty Workplace and Lend lease) and in the United States
(Ecova) and is up +3.2% on an organic basis.
In addition, all business lines contributed to the progress of Perform 2015 performance plan, which has reached its
target on net recurring income one year in advance.
Net recurring income at EUR 3.1 billion
Net recurring inco me, Group share, at EUR 3.1 billion, is in decrease by EUR 0.3 b illion compared to December
31st , 2013. The decline in current operating inco me after share in net inco me o f entit ies accounted for using the
equity method was largely offset by lower recurring financial expenses thanks to active debt management and also
by lower recurring tax expenses.
Net debt at EUR 27.5 billion
Net debt reached EUR 27.5 b illion at the end of December 2014, down by EUR 1.3 billion compared to end
December 2013, reflecting the following items: (i) cash generated from operations before income tax and working
capital requirements for the year (EUR 11.8 billion) and the issue of hybrid notes by GDF SUEZ SA at the
beginning of June (EUR 2 billion) (ii) decreased by the change in working capital requirements (EUR 1.2 billion),
net capex 1 carried out by the Group (EUR 3.9 billion) as well as dividends paid to GDF SUEZ SA shareholders
(EUR 2.8 billion) and to minority shareholders of certain subsidiaries (EUR 0.8 b illion). The change in working
capital requirements is penalized to the extent of EUR -1.2 billion by the impact of co mmodity price evolution on
margin calls, expected to be temporary and to reverse at the expiry of transactions between 2015 and 2016.
Net debt/Ebitda ratio is 2.3x, still below the target ≤ 2.5x.
In May, GDF SUEZ successfully issued a EUR 2.5 billion green bond representing the largest amount ever issued
on this market at an average coupon of 1.895% for a 9.1 years average duration. GDF SUEZ also issued a new
hybrid bond for a total amount of EUR 2 billion with 2 tranches at an average coupon of 3.4%.
At the end of December 2014, the Group posted a high level of liqui dity of EUR 17.0 billion, EUR 8.9 billion of
which was held in cash, and the average cost of gross debt is in decrease for the 3rd year in a row, at 3.14%.
In April 2014, Moody’s rating agency confirmed the A1 rating of GDF SUEZ with a stable outlook.
On July 30th 2014, S&P confirmed the A long term rating and revised the outlook fro m negative to stable.
1
net capex = gross capex – disposals (cash and net debt impact)
40
Implementati on of the Group’s strategy
In 2014, GDF SUEZ continued implementing its strategy:
To be the benchmark energy player in fast growing markets
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Start of construction of the Cameron LNG project in the US, in which GDF SUEZ holds a 16.6% stake
and 4 million tons per annum (mtpa) of liquefaction capacity;
Signing of two 20-year LNG sales contract from Cameron LNG project: one with the Taiwanese
company CPC for 0.8 mtpa and the other for 0.3 mtpa with the Japanese utility company Tohoku;
In Oman, inauguration of the Sohar 2 and Barka 3 power plants with a total installed capacity of
1,488 MW;
In Abu Dhabi, financial close of the Mirfa project (1,600 MW);
In Morocco, financial close of the Safi IPP project (1,400 MW) and co mmissioning of the largest wind
farm in Africa : Tarfaya (300 MW);
In South Africa, the Kathu concentrated solar project (100 MW) has been nominated preferred bidder;
In Mexico, start of construction of the Ramones phase II South pipeline (291 km);
In Brazil, co mmercial operation of 24x75 MW of hydro turbines at Jirau and of 115 MW of wind at Trairi
and new power purchase agreements (535 MW) for three thermal, wind and biomass projects;
In Uruguay, chartering of the world ’s largest floating storage and regasificat ion terminal in connection
with the GNL del Plata project;
In Chile, award of the auction for the construction of a new plant (375 MW) and of a power transmission
line (TEN) that will connect the Mejillones and Copiapó cities;
In Pakistan, inauguration of the 375 MW Uch II gas fired power plant;
In China, signing of a major cooperation agreement with Beijing Enterprise Group to develop energy
projects in China and pro mote develop ment of sustainable urban eco-districts and with Shenergy to
develop energy projects in Shanghai. Creat ion of a jo int venture with SCEI DES fo r the develop ment of
distributed energy projects in Sichuan, including a Tri-generation project (power, heating, cooling);
In Singapore, acquisition of SMP Pte, a company specialized in energy efficiency for data centers, and of
Keppel FMO, one of the strongest providers of global facility management and property management;
In Japan, signing of LNG sales contract with Chubu Electric of Japan (Chubu) representing ca. 1.2
mtpa for a duration of 27 months, starting the first quarter of 2015;
In Indonesia, signature of a cooperation agreement protocol related to a feasibility study for an on-shore
LNG terminal;
Commissioning of Amstel (Netherlands), H-North and Gudrun (Norway) E&P fields;
Signature of an agreement with NYK and Mitsubishi to develop LNG as marine fuel worldwi de.
To be leader in the energy transition in Europe
•
In France, GDF SUEZ, EDP Renewables and Neoen Marine consortium associated to AREVA has been
awarded projects to install and operate 2x500 MW offshore wind farms in the Tréport and the Isles of
Yeu and Noirmoutier areas. GDF SUEZ has also been selected as the winner of the Call for Expression of
Interest for its tidal power farm project in Raz Blanchard;
•
In France, GDF SUEZ has been selected for 10 photovoltaic solar projects totalling 53.35 MWc and has
inaugurated the Besse-sur-Issole photovoltaic facility (13.9 peak MW);
In France, start of construction of the first geothermal marine plant in the Euromed district in Marseille;
Launch of GDF S UEZ New Ventures, an investment fund dedicated to innovative startups: investments
in Po werdale, a young Belgian co mpany specialized in energy monitoring and electrical mobility and in
Tendril, one of the leading providers of Energy Services Management solutions in the US;
•
•
41
•
In the United Kingdom, acquisition of a wind energy developer West Coast Energ y, of Lend Lease’s
facility management assets and inauguration of the Stublach gas storage site;
Acquisition of the US company Ecova, specialized in smart management of energy;
Acquisition of Lahmeyer, leading international consultancy engineering company specialized in energy
and water infrastructures;
Contract awarded for the manufacturing of the future Gazpar smart meters;
Pro mising development of bi omethane injection in the French natural gas grid with, as of today, already
5 sites connected;
In France, contract awarded by UGAP (Union des Groupements d’Achats Publics) for a common
purchase contract of natural gas with 1,800 public ad ministrations and local authorities (4.4 b illion kWh
of natural gas per year for two years).
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Upcoming events
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April 27 th, 2015:
April 28 th, 2015:
May 5 th, 2015:
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July 30 th, 2015:
Publication of 1st quarter 2015 financial information
Annual Shareholders Meeting
Payment of the dividend balance (EUR 0.50 per share) for fiscal year 2014. The
ex-dividend date is set for April 30th , 2015.
Publication of 1st half 2015 results
The presentation of 2014 results and the 2014 annual financial report, including the management report,
consolidated financial statements and notes, are available on our website:
http://www.gdfsuez.com/en/investors/results/results-2014/
The Group’s consolidated accounts and the parent company financial statements for GDF SUEZ SA as of
December 31st , 2014 were approved by the Board of Directors on February 25th , 2015. The Group’s statutory
auditors have performed their audit of these accounts. The relevant audit report is currently being issued.
Board of directors has decided to submit to Annual General Shareholders’ Meeting on April 28, 2015 a resolution
aiming to maintain the “one share-one vote” principle, as permitted by Florange law dated March 29, 2014 which
establishes double voting rights except as otherwise provided in the Articles of Association. The French State, first
shareholder of GDF SUEZ, has notified its intention not to vote in favor of this resolution.
The complete notice of this Meeting, draft resolutions and board of directors’ report will be published in the second
half of March.
FOR MORE INFORMATION ABOUT FY2014 RESULTS, YOU WILL FIND ON
http://www.gdfsuez.com/en/investors/results/results-2014
2014
financial
Presentation
Appendices
Press
Release
Recorded
conference
audiocast
Important notice
42
Conference
call transcript
Financial
report
Analyst pack
The figures presented here are those customarily used and communicated to the markets by GDF SUEZ. This message includes forward-looking
information and statements. Such statements include financial projections and estimates, the assumptions on which they are based as well as
statements about projects, objectives and expectations regarding future operations, profits, or services, or future performance. Although GDF
SUEZ management believes that these forward-looking statements are reasonable, investors and holders of GDF SUEZ securities should be
aware that such forward-looking information and statements are subject to many risks and uncertainties that are generally difficult to predict
and beyond the control of GDF SUEZ, and may cause results and developments to differ significantly from those expressed, implied or
predicted in the forward-looking statements or information. Such risks include those explained or identified in the public documents filed by
GDF SUEZ with the French Financial Market Authority (AMF), including those listed in the “Risk Factors” section of the GDF SUEZ
reference document filed with the AMF on March 20th, 2014 (under number D.14-0176). Investors and holders of GDF SUEZ securities should
note that if some or all of these risks are realized they may have a significant unfavorable impact on GDF SUEZ.
About GDF SUEZ
GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today’s major
energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing
the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified
gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production,
liquefied natural gas, renewable energy and energy efficiency services.
GDF SUEZ employs 152,900 people worldwide and achieved revenues of EUR 74.7 billion in 2014. The Group is listed on the Paris, Brussels
and Luxembourg stock exchanges and is represented in the main international indices: CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100,
FTSE Eurotop 100, MSCI Europe, ASPI Eurozone, Euronext Vigeo Eurozone 120, Vigeo World 120, Vigeo Europe 120 and Vigeo France 20.
Inve stor Relations contact:
T el: +33 (0)1 44 22 66 29
Email: ir@gdfsuez.com
Pre ss contact:
T el France: +33 (0)1 44 22 24 35
T el Belgium: +32 2 510 76 70
Email: gdfsuezpress@gdfsuez.com
@gdfsuez
43
GENERAL INFORMATION
Paragraphs (2), (3), (4) and (8) of the section entitled “General Information” on pages 167 and 168 o f the
Base Prospectus shall be replaced by the following:
“(2)
Consents, Approvals and authorisations
The Issuer has obtained all necessary corporate and other consents, approvals and authorisations in the
Republic of France, in connection with the establishment and update of the Programme.
Any issue of Notes by the Issuer under the Programme (to the extent they constitute obligations) will
be authorised by a resolution of its Conseil d’Administration which may delegate its powers within one
year fro m the date of such authorisation to one or more of its members, its Directeur Général or, with
the approval of the latter, one or more Directeurs Généraux Délégués. For this purpose, the Conseil
d’Administration of the Issuer has, on 10 December 2014, delegated its powers to issue up to
€10 b illion of notes to the Président-Directeur Général and to the Directeur Général Délégué. All
other securities issued under the Programme by the Issuer, to the extent they do not constitute
obligations, will fall within the general powers of the Président-Directeur Général of the Issuer (or,
should the Issuer decide to appoint a separate Président and a separate Directeur Général or a
Directeur Général Délégué, the Directeur Général or the Directeur Général Délégué) or any other
authorised official acting by delegation.
(3)
Trend information
There has been no material adverse change in the prospects of the Issuer or the Group since
31 December 2014.
(4)
No significant change in the Issuer’s financial or trading position
There has been no significant change in the financial or trading position of the Issuer and the Group
since 31 December 2014.
(8)
Auditors
Mazars, Ernst & Young et Autres and Deloitte & Associés (all entit ies regulated by the Haut Conseil
du Commissariat aux Comptes and duly authorised as Commissaires aux co mptes) have audited and
rendered audit reports on the consolidated financial statements of the Issuer for the years ended
31 December 2013 and 2014. The French auditors carry out their duties in accordance with the
principles of Compagnie Nationale des Commissaires aux Comptes and are members of the CNCC
professional body.”
44
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN
IN THE FIRST SUPPLEMENT
I hereby certify, after having taken all reasonable care to ensure that such is the case, that the information
contained in this First Supplement is, to the best of my knowledge, in accordance with the facts and contains
no omission likely to affect its import.
The consolidated financial statements of the Issuer for the financial year ended 31 December 2014, were
reviewed by the statutory auditors who issued and audit report. This report contains the follo wing emphasis of
matter: “Without qualifying the conclusion expressed above, we draw your attention to note 2 "Impact of
applying the new consolidation standards to the comparative 2013 financial statements" in the consolidated
financial statements which describes the impact of new standards and amendments on the consolidation as
well as the changes in presentation in the income statement of share in net income of the entities accounted
for using the equity method”.
GDF SUEZ
1, place Samuel de Champlain
92400 Courbevoie
France
Duly represented by:
Grégoire de Thier
Senior Financial Advisor
authorised signatory, pursuant to the power of attorney dated 29 September 2014
on 3 March 2015
Autorité des marchés financiers
In accordance with Articles L.412-1 and L.621-8 o f the French Code monétaire et financier and with the
General Regulations (Réglement Général) of the Autorité des marchés financiers (“AMF”), in part icular
Articles 212-31 to 212-33, the AMF has granted to this First Supplement the visa no. 15-073 on 3 March
2015. This document may only be used for the purposes of a financial transaction if co mpleted by Final
Terms. It was prepared by the Issuer and its signatories assume responsibility for it. In accordance with
Article L.621-8-1-I of the French Code monétaire et financier, the visa was granted follo wing an examination
by the AMF of “whether the document is complete and comprehensible, and whether the informat ion it
contains is coherent”. It does not imp ly that the AMF has verified the accounting and financial data set out in
it. This visa has been granted subject to the publication of Final Terms in accordance with Article 212-32 of
the AMF's General Regulations, setting out the terms of the securities being issued.
45