ENGIE

Capital/Financing Update • Nov 22, 2011

Final Terms dated 17 November 2011

GDF SUEZ

Euro 25,000,000,000 Euro Medium Term Note Programme for the issue of Notes

Due from one month from the date of original issue

SERIES NO: 41

TRANCHE NO: 2

GBP 400,000,000 5.00 per cent. Notes due October 2060 (the "Notes") to be assimilated (assimilées) and form a single series with the existing GBP 700,000,000 5.00 per cent. Notes due October 2060

Issued by: GDF SUEZ (the "Issuer")

BARCLAYS CAPITAL

DEUTSCHE BANK

HSBC

SANTANDER GLOBAL BANKING & MARKETS

SOCIETE GENERALE COMMERCIAL & INVESTMENT BANKING

(the "Joint Lead Managers")

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the base prospectus dated 4 November 2009 which received visa no. 09-0319 from the Autorité des marchés financiers (the "AMF") on 4 November 2009 and the supplement to this base prospectus dated 1 September 2010 which received visa no. 10-0298 from the AMF on 1 September 2010 (the "Original Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive") as amended (by Directive 2010/73/EU (the "2010 PD Amending Prospectus Directive") to the extent that such amendment have been implemented in a Member State of the European Economic Area) and must be read in conjunction with the base prospectus dated 9 September 2011 which received visa no. 11-0406 from the AMF on 9 September 2011 and the supplement to this base prospectus dated 28 October 2011 which received visa no. 11-0489 from the AMF on 28 October 2011 (the "Existing Base Prospectus") which together constitute a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Original Base Prospectus and attached hereto (the "Base Prospectus"). Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Existing Base Prospectus. The Existing Base Prospectus is available for viewing on the website of the AMF (www.amf-france.org) and on GDF SUEZ's website (www.gdfsuez.com) and copies may be obtained from GDF SUEZ at 1, place Samuel de Champlain, 92400 Courbevoie, France.

-1	Issuer: $\left( 1\right)$	GDF SUEZ
	(ii) Guarantor:	Not Applicable
2	Series Number: (i)	41
		2
	(ii) Tranche Number:	The Notes will be assimilated (assimilées) and form a single series with the existing GBP 700,000,000 5.00 per cent. Notes due 1 October 2060 issued by the Issuer on 1 October 2010 (the "Existing Notes") as from the date of assimilation which is expected to be on or about 40 days after the Issue Date (the "Assimilation" Date").
3	Specified Currency or
	Currencies:	Pound sterling ("GBP")
4	Aggregate Nominal Amount:
	Series: (i)	GBP 1,100,000,000
	(ii) Tranche:	GBP 400,000,000

5	Issue Price:	96.546 per cent. of the Aggregate Nominal Amount of the Tranche plus an amount of accrued interest at a rate of 0.6967213 per cent. of such Aggregate Nominal Amount corresponding to 51 days from, and including, 1 October 2011 to, but excluding, 21 November 2011.
6	Specified Denominations:	GBP 50,000
7	Issue Date: (i)	21 November 2011
	Interest Commencement (ii) Date:	1 October 2011
8	Maturity Date:	1 October 2060
9	Interest Basis:	5.00 per cent. Fixed Rate
		(further particulars specified below)
10	Redemption/Payment Basis:	Redemption at par
11	Change of Interest or Redemption/Payment Basis:	Not Applicable
12	Put/Call Options:	Not Applicable
13	Status of the Notes: (i)	Unsubordinated
	Status of the Guarantee: (ii)	Unsubordinated
	(iii) Date of Board approval for issuance of Notes obtained:	Resolution of the Board of Director (Conseil d'Administration) dated 22 June 2011 and a decision of Mr. Gérard Mestrallet in his capacity as Président Directeur Général of the Issuer dated 8 November 2011.
14	Method of distribution:	Syndicated
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15	Fixed Rate Note Provisions	Applicable
	Rate of Interest: (i)	5.00 per cent. per annum payable semi-annually in arrear
	(ii) Interest Payment Date(s):	1 April and 1 October in each year, up to and including the Maturity Date, commencing on 1 April 2012
	(iii) Fixed Coupon Amount:	GBP 1,250.00 per GBP 50,000 in nominal amount
	(iv) Broken Amount(s):	Not Applicable

$\label{eq:2} \mathcal{L} = \mathcal{L} \left( \mathcal{L} \right) \mathcal{L} \left( \mathcal{L} \right)$

	(v) Day Count Fraction (Condition $5(a)$ ):	Actual/Actual (ICMA)
	(vi) Determination Dates (Condition $5(a)$ ):	1 April and 1 October in each year
	(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:	Not Applicable
16	Floating Rate Note Provisions:	Not Applicable
17	Zero Coupon Note Provisions:	Not Applicable
18	Index-Linked Interest Note/other variable-linked interest Note Provisions:	Not Applicable
19	Dual Currency Note Provisions:	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
20	Call Option:	Not Applicable
21	Put Option:	Not Applicable
22	Change of Control Put Option:	Not Applicable
23	Final Redemption Amount of
	each Note:	GBP 50,000 per Note of GBP 50,000 Specified Denomination
24	Early Redemption Amount:
	Early Redemption (i) Amount(s) of each Note payable on redemption for taxation reasons (Condition $6(f)$ , for illegality (Condition $6(j)$ ) or on event of default (Condition 9) or other early redemption and/or the method of calculating the same (if required or if different from

	that set out in the Conditions):	As set out in the Conditions
	Redemption for taxation (ii) reasons permitted on days others than Interest Payment Dates (Condition $6(f)$ ):	Yes
	(iii) Unmatured Coupons to become void upon early redemption (Materialised Bearer Notes only) (Condition $7(f)$ ):
		Not Applicable
25	GENERAL PROVISIONS APPLICABLE TO THE NOTES Form of Notes:	Dematerialised Notes
	Dematerialised of Form (i)
	Notes:	Bearer dematerialised form (au porteur)
	(ii) Registration Agent:	Not Applicable
	(iii) Temporary Global
	Certificate:	Not Applicable
	(iv) Applicable TEFRA
	exemption:	Not Applicable
26	Financial Centre(s) (Condition
	$7(i)$ ) or other special provisions relating to Payment Dates:	London
27	Talons for future Coupons or
	Receipts to be attached to
	Definitive Notes (and dates on
	which such Talons mature):	No
28	Details relating to Partly Paid Notes: amount of each payment
	comprising the Issue Price and
	date on which each payment is
	to be made and consequences (if
	any) of failure to pay, including any right of the Issuer to forfeit
	the Notes and interest due on late
	payment:	Not Applicable

$\frac{1}{2} \sum_{i=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=$

29	Details relating to Instalment Notes:	Not Applicable
30	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
31	Consolidation provisions:	Not Applicable
32	Masse (Condition 11):	Applicable
		The initial Representative will be:
		Raphael de Riberolles
		33 rue Anna Jacquin
		92100 Boulogne Billancourt
		France
		Email: massquote@gmail.com
		The Alternative Representative will be:
		Gilbert Labachotte
		8, Boulevard Jourdan
		75014 Paris
		France
33	Representation of Noteholders of
	Electrabel Dematerialised Notes:	Not Applicable
34	Other final terms:	Not Applicable
	DISTRIBUTION
35	If syndicated, names and (i) addresses of Managers and underwriting commitments:	Banco Santander, S.A.

Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria 28660, Boadilla del Monte Madrid Spain

Underwriting commitment: GBP 80,000,000

$\sim$

$\bar{\omega}$

Barclays Bank PLC 5 The North Colonnade Canary Wharf $\hat{\boldsymbol{\beta}}$ London E14 4BB

$\sim 10^{-10}$

$\sim$

United Kingdom

Underwriting commitment: GBP 80,000,000

Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom

Underwriting commitment: GBP 80,000,000

HSBC Bank plc

8 Canada Square London E14 5HQ United Kingdom

Underwriting commitment: GBP 80,000,000

Société Générale 17, cours Valmy 92987 Paris La Défense Cedex France

Underwriting commitment: GBP 80,000,000

	Date of Subscription (ii). Agreement:	17 November 2011
	(iii) Stabilising Manager(s) (if $any)$ :	Not Applicable
36	If non-syndicated, name and address of Dealer:	Not Applicable
37	Additional selling restrictions:	Not Applicable
-38	United States of America:	Category 2 restrictions apply to the Notes

LISTING AND ADMISSION TO TRADING APPLICATION

$\mathcal{A}$

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €25,000,000,000 Euro Medium Term Note Programme of GDF SUEZ.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer: $By:$ Tamaana 1. . . . . . . . . . . . . . . . . . . Duly authorised Denis CanisiER

$\sim$

$\mathcal{A}$

$\bar{\gamma}$

PART B - OTHER INFORMATION

1 Listing and Admission to Trading

		(i)	Listing:	Euronext Paris
		(ii)	Admission to trading:	Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from 21 November 2011.
			(iii) Estimate of total expenses related to admission to trading:	Euro 12,400
			(iv) Additional publication of
			Base Prospectus and Final Terms:	The Existing Notes (as defined in item 2(ii) above) are already admitted to trading on Euronext Paris since 1 October 2010,
2	Ratings
		Ratings:		The Notes to be issued have been rated:
				$S \& P: A stable$
				Moody's: A1 stable
				Moody's and S&P are established in the European Union and are registered under Regulation (EC) No. 1060/2009 as amended by Regulation (EU) No. 513/2011.
				A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency

3 Notification

Not Applicable

Interests of Natural and Legal Persons Involved in the Issue $\boldsymbol{4}$

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5 Reasons for the Offer, Estimated Net Proceeds and Total Expenses

(i) Reasons for the offer:	The net proceeds of the issue of the Notes will be used for the Issuer's general corporate purposes
(ii) Estimated net proceeds:	Not Applicable
(iii) Estimated total expenses:	Not Applicable

Fixed Rate Notes only - Yield 6

J,

5.262 per cent. per annum of the Aggregate Indication of yield: Nominal Amount of the Tranche. The yield is calculated at the Issue Date on the

basis of the Issue Price. It is not an indication of future yield.

Operational Information $\tau$

ISIN Code for the Notes issued FR0011147107 before the Assimilation Date and
by GDF SUEZ:	FR0010946855 thereafter.
Common Code:		070568047 before the Assimilation Date and

054510624 thereafter.

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and National Bank of Belgium SA/NV and the relevant identification number(s):

Not Applicable

Delivery against payment

Delivery:

Names and addresses of additional Paying Agent(s) (if any):

Not Applicable