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GDF SUEZ Société Anonyme 22, rue du Docteur Lancereaux "75008 Paris Audit report on the Combined Financial Information of GDF Suez Energy International Business Areas and the combined entities Years ended 31 December 2009, 2008 and 2007 Deloitte. oe 1, avenue Charlee Gaule 92524 Neully-su-Sene Cedex Frence Teephone: +3 0) 1 4088 2800 Tecopieur:' 33) 1 4088 2828 video GDF SUEZ Société Anonyme 22, rue du Docteur Lancereaux 75008 Paris Audit report on the Combined Financial Information of GDF Suez Energy International Business Areas and the combined entities ‘Years ended 31 December 2009, 2008 and 2007 To the Chief Executive Officer and President of GDF SUEZ, In our capacity as statutory auditor of GDF SUEZ and in accordance with your request we have audited the accompanying Combined Financial Information of GDF Suez Energy International Business Areas and the combined entities as described in note 28 (hereafter the Group) for each of the three years ended 31 December 2009, 2008 and 2007, prepared in connection with a contemplated carve-out transaction, The management of GDF SUEZ is responsible for the Combined Financial Information, which has not been submitted for approval by the Board of Directors of GDF SUEZ as it is not addressed to its shareholders. Our responsibility is to express an opinion on this Combined Financial Information, based on our audit, We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Combined Financial Information is free of material misstatement. An audit includes examining, using sample testing techniques or other selection methods, evidence supporting the amounts and disclosures in the Combined Financial Information, An audit also includes assessing the accounting principles used and significant estimates made, as well as evaluating the overall presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion, Mom of Delt Touche That Deloitte. GDF SUEZ Energy International Business Areas and the combined entities In our opinion, the accompanying Combined Financial Information gives, for the purpose of the contemplated carve-out transaction, a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 December 2009, 2008 and 2007 and of the results of its operations for the years then ended in accordance with the basis of preparation described in note 1.1, which explains how International Financial Reporting Standards as adopted by the European Union have been applied for the purpose of preparing the Combined Financial Information. This report is addressed to your attention in the context described above and is not to be used, circulated, quoted or otherwise referred to for any other purpose. Should the Combined Financial Information be used in connection with a filing with a securities commission or other regulatory organisation for the purpose of issuing ordinary shares in a public market, additional information would have to be presented, such as that related to earings per share as required under IAS 33, and as explained in note 1.1. This report shall be governed by, and construed in accordance with, French law. The Courts of France shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter or this report, and any matter arising from them. Each party irrevocably waives any right it may have to object to an action being brought in any of those Courts, to claim that the action has been brought in an inconvenient forum or to claim that those Courts do not have jurisdiction, ‘Neuilly-sur-Seine, March 24, 2010 Deloitte & Associés lA Jean-Paul Picard Pascal Pincemin oe COMBINED STATEMENT OF FINANCIAL POSITION (1) ston fe oes Doc. 31,2009 Dee. 31, 2008 Dee. 31, 2007 NON-CURRENT ASSETS rangle esses, net 0 428.2 im2 Goad ° 1258.2 476.1 Property plant and equipment, net " 122817 6486.3, ‘Avalabie-oraale securities “ 658 3933 Loans ane ecavables cared at amortzed ost “ 518.4 sar Derivative intents “ 2699 2092 Invesiment in associates 2 290.3, 18 ther non-

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