• Net income Group share: 1,743 million euros: +29%
• EBITDA excluding IAS 32/39: 4,263 million euros: +2.2%
• Dividend per share: 0.68 euro: +48%

(Non-audited 2004 pro-forma figures)

Paris, 16 March 2006 – Gaz de France reports net income, Group share, for 2005 at 1,743 million euros, up 29% from 2004, significantly above the announced objective. Net income per share increased by 23% to 1.85 euros. The dividend proposed by the Group's Board of Directors is 0.68 euro, up almost 48% from 2004 and up 60% for the total dividend, thus above the 40% objective stated by the Group at the time of the IPO.

The Group's EBITDA, excluding IAS 32/39, totalled 4,263 million euros, representing an increase of 2.2% over 2004, in line with the objective of 0% to 3% growth in EBITDA announced by the Group for 2005.

Highlights

• Implementation as of 1January 2005 of the pension financing system reform
• IPO in July 2005
• Stepping up of investments (+44% compared with 2004), in particular the takeover of Distrigaz Sud in Romania and the acquisition, together with Centrica, of 51% of the capital of SPE in Belgium
• Announcement of the new transportation rates for distribution and LNG terminals as of 1 January 2006
• Supply costs not completely passed through to rates

At the announcement of the 2005 financial results, Jean-François Cirelli, Chairman and CEO, stated: \"In an environment in 2005 marked by a significant rise in energy prices and some degree of uncertainty about supplies, the Gaz de France Group has exceeded its objectives. Net income, which is the highest ever reported by the Group, is up 29% to 1,743 million euros. EBITDA is at the high end of the range of the Group's announced objectives. Gaz de France is a solid, continuously developing Group, with an ever increasing number of customers. French natural gas tariffs remain amongst the lowest in Europe. Gaz de France's growth perspectives are favourable thanks to the Group's inherent strengths. The planned merger with Suez will provide additional opportunities to create a leading European energy group. It will form the basis for further development and growth for Gaz de France, within the framework of a project which will generate significant synergies and create significant value for Gaz de France shareholders.\"

Statement of income

(IFRS post-pension financing system reform )

( 1) 4,263 million euros excluding IAS 32/39 ( 2) Average number of shares in 2005: 943,435,994 against 903,000,000 in 2004 adjusted for the stock split ( 3) Number of shares as of December 31, 2005 : 983,871,988

Analysis of 2005 EBITDA

EBITDA by segment
(IFRS post-pension financing system reform )

(1) 4,263 million euros excluding IAS 32/39 , a +2.2% compared to 2004

Energy Supply & Services

EBITDA 2005 in the Exploration and Production segment grew by 16% to 726 million euros, compared to 625 million euros in 2004. This increase was mainly due to the rise in the price of oil products (an annual average rise of 42% for Brent).

As announced at the 2005 half-year results presentation on 21 September 2005, this impact was partially offset by a decrease in consolidated production 1 sold in 2005, down 15% to 34.6 mboe (total production 42.4 mboe) against 40.8 mboe (total production 49.2 mboe) in 2004. This temporary decline was due to the trough in the production profile of the assets. In 2006, production is expected to recover to levels close to those reported in 2004.

1 Production excluding companies accounted for by the equity method, in particular the 22.5% equity interest in the British company EFOG.

Expenditure comes to 500 million euros. In 2005, exploration expenses rose significantly to 114 million euros compared with 80 million euros in the previous year. The year 2005 was also marked by success as 11 out of the 13 wells drilled resulted in the discovery of new reserves. The Group's reserves stood at 753 mboe as at 31 December 2005, compared to 695 mboe at the end of 2004.

The Purchase and Sale of Energy segment reported a 5% decrease in EBITDA in 2005, to 251 million euros, reflecting the fact that supply costs were not fully passed through to rates (public distribution administered rates).

As a result, the impact of this decision on the segment's EBITDA was negative by 370 million euros in 2005, following a negative effect of 130 million euros in 2004. In addition, Gaz de France implemented commercial measures to alleviate the rise in rates as of 1 November 2005, the impact of which is 61 million euros.

On the other hand, thePurchase and Sale of Energy segment enjoyed good performance from its LNG sales in 2005.

The volumes of gas sold by the Purchase and Sale of Energy segment increased by 3.4% to 644 TWh. The increase was mainly due to growth in the volume of natural gas sold to major industrial and commercial customers outside of France, which stood at 105 TWh in 2005 compared with 78 TWh in 2004. In France, the slight decline in the volume of gas sold was primarily the result of the partial sale of CFM's customer portfolio to Total, within the framework of the unbundling of cross-shareholdings of Gaz de France and Total at the beginning of 2005.

In the Services segment, EBITDA was up 77% in 2005 to 166 million euros compared with 94 million euros in 2004. This rise is in particular due to the full consolidation of Savelys (specialised in boiler maintenance) for 25 million euros and by the commissioning of the DK6 electric power plant for 36 million euros. Excluding these two items, EBITDA increased by 12%, owing to an improvement in the profitability of activities in France (Cofathec Services and Coriance) and Italy.

EBITDA in Trans

mission Storage France in 2005 was 1,271 million euros, of which 746 million euros for GRTgaz and 525 million euros for storage and LNG terminals. This figure is down 1.5% from 2004 (1,291 million euros), mainly reflecting the application, on a full year basis, of the new storage access rates (in effect since 1 July 2004) and the new transmission rates (in effect since 1 January 2004) on one hand, and the transfer of the Izaute storage rights on the other. In 2005, there was also a 1.5 billion m 3 increase in the regasification capacity of Fos Tonkin, as well as a record level of gas in storage in October (9 billion m 3).

EBITDA in the Distribution France segment declined 3.4%, from 1,399 million euros in 2004 to 1,352 million euros in 2005, mainly owing to the specific employer's contribution to the employee shareholder plan (28 million euros) and a negative fiscal impact (CTA) of 25 million euros, following the implementation of the pension financing system reform.

The Group acquired 243,000 new heating customers in 2005. The replacement of grey cast iron pipes continued at a rapid pace, with 1,030 kilometres replaced in 2005, in line with the Group's commitment to ensure full replacement by the end of 2007.

EBITDA in the Transmission Distribution International segment was 344 million euros in 2005 compared with 400 million euros in 2004, down 56 million euros as a result of non-recurring items. Adjusted for these items, segment EBITDA increased by 7%.

The Group's operating income amounted to 2,784 million euros in 2005, up 20% from 2004.

This increase mainly results from:

• a reduction in 2005 of provisions for renewal resulting from their discounting under IFRS rules, and from the exceptional provision recorded in 2004 in relation to the replacement of grey cast iron pipes
• a charge of 132 million euros for employee benefits in the context of the Group's IPO.

The financial result of the Group improved by 59 million euros, with a net charge of 438 million euros, against 497 million euros in 2004.

As the reduction of the indebtedness occurred only towards the end of the year, the cost of the gross debt remained stable (232 million euros in 2005 against 228 million euros in 2004). The average cost of gross debt was 4.9% in 2005, compared to 4.8% in 2004. Other financial items increased by 96 million euros, mainly due to a 107 million euros capital gain relating to the disposal of Technip shares.

The share of net income of companies accounted for by the equity method rose significantly to 189 million euros compared with 125 million euros in 2004. This rise mainly reflected the stake in EFOG. The share of the net income of Savelys totalled 112 million euros in 2004. This company is now fully consolidated.

The tax charge stands at 794 million euros in 2005 compared with 563 million euros in 2004. After restating the consolidated income before tax by eliminating theshare of the net income of companies accounted for by the equity method and goodwill, the effective tax rate was 34% in 2005 compared with 30% in 2004. This change is due to non-recurring tax income for an amount of 34 million euros in 2004.

In 2005, the Group's operating cash flow (before tax and change in working capital requirements) was 4,229 million euros compared with 4,176 million euros in 2004.

Working capital requirements increased by 501 million euros in 2005, mainly as a result of growth in gas inventories following the combined impact of an increase in the amount of gas stored (public service obligations) and the rise in supply costs.

Expenditures are up 44% to 3,061 million euros in 2005. At 2,016 million euros, capital expenditure grew 24% in 2005 compared with 2004, and relates mainly to the Exploration and Production and Transmission Storage France segments (Fos Cavaou 103 million euros) and Distribution France. External growth investments totalled 674 million euros (+340%), primarily owing to the acquisition of stakes in Distrigaz Sud and SPE and the increased holding in Savelys. The other expenditures are almost stable at 371 million euros in 2005 compared with 352 million euros in 2004. They mainly resulted from a rise in deposits related to derivative market transactions and the construction of an LNG tanker.

Proceeds from the sale of assets totalled 479 million euros in 2005, and mainly include the disposal of assets linked to the unbundling of cross-shareholdings with Total, as well as the sale of a percentage of shares in Technip.

Further to the capital increase linked to Gaz de France's IPO, shareholders' equity rose 3,593 million euros to 14,803 million euros at end 2005. The average number of shares in 2005 was 943,435,994 compared with 903,000,000 in 2004.

The Group's net debt stood at 2,993 million euros at end 2005 compared with 4,592 million euros as at 1 January 2005. The debt to equity ratio was 20% at the end of 2005 compared with 41% on 1 January 2005.

Outlook

For 2006, the Group's objective is to continue to deliver growth in EBITDA and net income. On the basis of current oil prices and subject to the levelling of rates as from 1 April 2005, the Group's objective is above 12% growth in EBITDA and for net income Group share to exceed 2 billion euros.

The Group also plans to pursue a dynamic dividend distribution policy. The dividend's growth will be in excess of the objectives presented at the time of the IPO. The Group envisages a dividend above 1 euro per share as from 2006.

Forward-Looking Statements

“This communication contains forward-looking statements based on data, assumptions and estimates which Gaz de France considers reasonable. These data, assumptions and estimates may change due to some uncertainty relating, in particular, to the economic, financial, competition, regulatory and wheather conditions. Moreover, the materialization of certain risk factors as described in paragraph 4.17 of the share registration document (document de base) filed with the French Financial Markets Authority (Autorité des Marchés Financiers) under n° I.05-037 on 1st April 2005 (hereinafter referred to as the \"Document de Base\") may impact the Group's business and its ability to achieve its objectives. Besides, achieving its objectives implies the success of the commercial strategy described in paragraph 4.2 of the Document de Base. Consequently, Gaz de France disclaims any undertaking and gives no representation as to the fact that it will achieve its objectives and disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this communication.\"

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 of 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 Autorité des marchés 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.

Group Profile

Gaz de France is a major energy player in Europe. The leading European natural gas supplier, the Group has more than 53,000 employees, recorded net sales of €22.4 billion in 2004, and serves 13.8 million customers, including 11 million in France. Listed on the Paris Stock Exchange since July 2005, the Group joined the CAC 40 share index and the Dow Jones Stoxx 600 in September 2005.

Appendix

Consolidated statement of income
(IFRS, pro forma statement of income after the reform of the pension financing system)

( 1) 4,263 million euros with the exception of IAS 32/39 ( 2) Average number of shares in 2005: 943,435,994 against 903,000,000 in 2004 adjusted for the stock split

Consolidated cash flow statement

Revenues by segment
(IFRS, pro forma statement of income after the reform of the pension financing system)

EBITDA by segment
(IFRS, pro forma statement of income after the reform of the pension financing system)

(1) 4,263 million euros excluding IAS 32/39

Consolidated balance sheet

(1) As of 1 January 2005

Transition from consolidated 2004 IFRS results pre-pension financing system reform to post-reform

Breakdown of customers in France and Europe of the
Purchase and Sale of Energy segment

* After netting of 22 TWh sale-purchase transactions with GSO (according to IFRS)

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