Streamlining and Optimization of Group Structure



    (Extract From 2006 Results Press Release)

    PARIS, March 8 /CNW/ - The SUEZ Board of Directors has announced the
company's intention to launch a buy out for all Electrabel shares not yet
held, either directly or indirectly, i.e. 1.38% of Electrabel's capital. The
offering price will be EUR 590/share, amounting to a total investment of
EUR 445 million, attached coupons n 19 and following attached, subject to the
conclusions of an independent expert and the opinion of the Electrabel Board
of Directors. On March 20, 2007, SUEZ will file a prospectus with Belgium's
Commission bancaire, financiere et des assurances (CBFA).
    On the other hand, the SUEZ Board of Directors announces the company's
intention to sell SUEZ-Tractebel to Electrabel. This project will be submitted
at a later date for decision to the Boards of Directors of Electrabel and
SUEZ. The main SUEZ-Tractebel operational assets are: SUEZ Energy
International, the consulting engineers Tractebel Engineering, and equity
holdings in Distrigas and Fluxys.
    SUEZ, an international industrial and services Group, designs sustainable
and innovative solutions in the management of public utilities as a partner of
public authorities, businesses and individuals. The Group aims to answer
essential needs in electricity, natural gas, energy services, water and waste
management. SUEZ is listed on the Brussels, Luxembourg, Paris, New York and
Zurich stock exchanges and is represented in the main international indices:
CAC 40, BEL 20, DJ STOXX 50, DJ EURO STOXX 50, Euronext 100, FTSE Eurotop 100,
MSCI Europe and ASPI Eurozone.

    Important Information

    This communication does not constitute an offer to purchase or exchange
or the solicitation of an offer to sell or exchange any securities of Suez or
an offer to sell or exchange or the solicitation of an offer to buy or
exchange any securities Electrabel or Gaz de France, nor shall there be any
sale or exchange of securities in any jurisdiction (including the United
States, Germany, Italy and Japan) in which such offer, solicitation or sale or
exchange would be unlawful prior to the registration or qualification under
the laws of such jurisdiction. The distribution of this communication may, in
some countries, be restricted by law or regulation. Accordingly, persons who
come into possession of this document should inform themselves of and observe
these restrictions. To the fullest extent permitted by applicable law, Gaz de
France and Suez disclaim any responsibility or liability for the violation of
such restrictions by any person. The Gaz de France ordinary shares to be
issued in connection with the proposed business combination to holders of Suez
ordinary shares (including Suez ordinary shares represented by Suez American
Depositary Shares) may not be offered or sold in the United States except
pursuant to an effective registration statement under the United States
Securities Act of 1933, as amended, or pursuant to a valid exemption from
registration. In connection with the proposed business combination, the
required information document will be filed with the Autorite des marches
financiers ("AMF") and, to the extent Gaz de France is required or otherwise
decides to register the Gaz de France ordinary shares to be issued in
connection with the business combination in the United States, Gaz de France
may file with the United States Securities and Exchange Commission ("SEC"), a
registration statement on Form F-4, which will include a prospectus. Investors
are strongly advised to read the information document filed with the AMF, the
registration statement and the prospectus, if and when available, and any
other relevant documents filed with the SEC and/or the AMF, as well as any
amendments and supplements to those documents, because they will contain
important information. If and when filed, investors may obtain free copies of
the registration statement, the prospectus as well as other relevant documents
filed with the SEC, at the SEC's web site at www.sec.gov and will receive
information at an appropriate time on how to obtain these transaction-related
documents for free from Gaz de France or its duly designated agent. Investors
and holders of Suez securities may obtain free copies of documents filed with
the AMF at the AMF's website at www.amf-france.org or directly from Gaz de
France on its web site at: www.gazdefrance.com or directly from Suez on its
website at: www.suez.com, as the case may be.

    Forward-Looking Statements

    This communication contains forward-looking information and statements
about Gaz de France, Suez and their combined businesses after completion of
the proposed business combination. Forward-looking statements are statements
that are not historical facts. These statements include financial projections,
synergies, cost-savings and estimates and their underlying assumptions,
statements regarding plans, objectives, savings, expectations and benefits
from the transaction and expectations with respect to future operations,
products and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expect,"
"anticipates," "believes," "intends," "estimates" and similar expressions.
Although the managements of Gaz de France and Suez believe that the
expectations reflected in such forward-looking statements are reasonable,
investors and holders of Gaz de France and Suez ordinary shares are Cautioned
that forward-looking information and statements are not guarantees of future
performances and are subject to various risks and uncertainties, many of which
are difficult to predict and generally beyond the control of Gaz de France and
Suez, that could cause actual results, developments, synergies, savings and
benefits from the transaction to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include those discussed or identified in the public
filings with the Autorite des marches financiers ("AMF") made by Gaz de France
and Suez, including those listed under "Facteurs de Risques" in the Document
de Reference filed by Gaz de France with the AMF on May 5, 2006 (under no:
R.06-050) and in the Document de Reference and its update filed by Suez on
April 11, 2006 (under no: D.06-0248), as well as documents filed by Suez with
the SEC, including those listed under "Risk Factors" in the Annual Report on
Form 20-F for 2006 that Suez filed with the SEC on June 26, 2006, and in the
Amended Annual Report On Form 20-F/A filed with the SEC on February 1, 2007.
Except as required by applicable law, neither Gaz de France nor Suez
undertakes any obligation to update any forward-looking information or
statements. This release is also available on the Internet:
http://www.suez.com





For further information:

For further information: Press Contacts: +33(0)1-4006-6651/6668, Belgium
: +322-510-76-70; Analyst Contacts: +33(0)1-4006-6531

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SUEZ

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