ENGIE

M&A Activity • Jan 26, 2011

26 January 2011

COMBINATION OF INTERNATIONAL POWER AND GDF SUEZ ENERGY INTERNATIONAL - CLEARANCE FROM THE EUROPEAN COMMISSION

Further to the announcements on 10 August and 13 October 2010 regarding the proposed combination of International Power (the "Company") and GDF SUEZ's Energy International Business Areas (outside Europe) and certain assets in the UK and Turkey ("GDF SUEZ Energy International") to form an enlarged International Power (the "Combination"), the Board of International Power is pleased to announce that anti-trust clearance for the Combination was received from the European Commission today. As part of achieving the clearance from the European Commission it has been agreed to divest the Company's interest in the 420MW T-Power CCGT project in Belgium during 2011.

Closing of the Combination remains conditional upon, amongst other things, admission to listing on the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities of the new International Power ordinary shares to be issued to subsidiaries of GDF SUEZ (the "New Ordinary Shares") and the re-admission of the Existing Ordinary Shares ("Admission"). Admission is expected to occur at 8 a.m. on 3 February 2011 with Closing occurring shortly thereafter on the same day.

Subject to Closing occurring on 3 February 2011, it is anticipated that the Special Dividend of 92 pence per ordinary share will be paid on 25 February 2011 to shareholders (excluding holders of New Ordinary Shares) on the Company's share register on 11 February 2011 (the record date). On this basis it is expected that the Existing Ordinary Shares will trade ex-dividend from 9 February 2011. A further announcement to confirm the timing for the payment of the Special Dividend will be made at Closing.

Terms used in this announcement have the same meaning as those defined in the circular sent to the Company's shareholders on 19 November 2010.

Enquiries

International Power

Press contact: Rollo Head / Sally Hogan, Finsbury Tel: +44 (0) 20 7251 3801 E-mail: internationalpower@finsbury.com

Investor Relations contact: Aarti Singhal Tel: +44 (0) 20 7320 8681 E-mail: ipr.relations@ipplc.com

GDF SUEZ

Press contact: Tel France: +33 (0)1 44 22 24 35 /Tel Belgium: +32 2 510 76 70 E-mail: gdfsuezpress@gdfsuez.com

Investor Relations contact: Tel: +33 (0)1 44 22 66 29 E-mail: ir@gdfsuez.com

This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with any contract, commitment or investment decision.

This announcement has been prepared in accordance with English law and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States of America. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.