| 1 | 1)Amend the article 13 of the By-laws regarding the composition of the Board under condition of shareholders' approval of a merger;2)Modify By-Laws : creation of Board seats for Non-Voting Directors | For |
| 2 | Approval of the merger by absorption of Suez with capital increase of €1,207,660,692 | For |
| 3 | Allocation of merger premium and charging of merger loss of € 32,385,223 | For |
| 4 | Assumption of Suez's commitments related to stock options on Suez under condition of the merger approval | For |
| 5 | Assumption of Suez's commitments related to restricted shares granted to employees under condition of the merger approval | For |
| 6 | Certification of fulfilment of the suspensive conditions and date of realization of the merger | For |
| 7 | Change art. 1 of The By-laws related to the corporate form of the Company under condition of the merger approval | For |
| 8 | Change art. 2 of the By-laws related to the corporate purpose under condition of the merger approval | For |
| 9 | Modification of the corporate name of the company (Article 3 of the By-laws) under condition of the merger approval | For |
| 10 | Change of the headquarters (Article 4 of the By-laws) under condition of the merger approval | For |
| 11 | Modification of the share capital (Article 6 of the By-laws) under condition of the merger approval | For |
| 12 | Adoption of the revised By-Laws under condition of the merger approval | For |
| 13 | Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital | For |
| 14 | 1)Issue Debt Instruments;2)Global allowance for the issuance of capital related securities without pre-emptive right;3)Approve issuance by subsidiary companies of securities offering access to the company's capital;4)Approve issues of shares or other capital related securities as a payment for any public offer | Oppose |
| 15 | "Green shoe" authorization in application of resolutions 13 and 14 | Oppose |
| 16 | Delegation to issue shares and capital securities as consideration for contributions in kind | Oppose |
| 17 | Approve capital Increase for the employees | For |
| 18 | Approve capital Increase for financial intermediaries in order to implement an offer for the employees of the foreign subsidiaries | Oppose |
| 19 | Limit capital increases with or without pre-emption rights | For |
| 20 | Authorized capital increase by transfer of reserves | For |
| 21 | Issue restricted shares for employees and managers | Oppose |
| 22 | Approve issuance of new stock option plans | For |
| 23 | Approve potential reduction of the company 's capital | For |
| 24 | Approve buy-back of the company shares | Oppose |
| 25 | End of the term of the directors appointed by the General Meeting of October 7, 2005 | For |
| 26 | Election of Mr. Jean-François Cirelli as Director for a period of 4 years under condition of the merger approval | For |
| 27 | Election of Mr. Gérard Mestrallet as Director for a period of 4 years under condition of the merger approval | Abstain |
| 28 | Election of Mr. Jean-Louis Beffa as Director for a period of 4 years under condition of the merger approval | Oppose |
| 29 | Election of Mr. Aldo Cardoso as Director for a period of 3 years under condition of the merger approval | Abstain |
| 30 | Election of Mr. Etienne Davignon as Director for a period of 2 years under condition of the merger approval | Oppose |
| 31 | Election of Mr. Albert Frère as Director for a period of 3 years under condition of the merger approval | Oppose |
| 32 | Election of Mr. Edmond Alphandery as Director for a period of 3 years under condition of the merger approval | For |
| 33 | Election of Mr. René Carron as Director for a period of 3 years under condition of the merger approval | Oppose |
| 34 | Election of Mr. Thierry de Rudder as Director for a period of 3 years under condition of the merger approval | Oppose |
| 35 | Election of Mr. Paul Desmarais Jr. as Director for a period of 4 years under condition of the merger approval | Oppose |
| 36 | Election of Mr. Jacques Lagarde as Director for a period of 4 years under condition of the merger approval | Oppose |
| 37 | Election of Mrs Anne Lauvergeon as Director for a period of 4 years under condition of the merger approval | Oppose |
| 38 | Election of Lord Simon of Highbury as Director for a period of 4 years under condition of the merger approval | For |
| 39 | Appoint of Mr Philippe Lemoine as non voting Director for a period of 4 years under condition of the merger approval | Oppose |
| 40 | Appoint of Mr Richard Goblet d'Alviella as non voting Director for a period of 4 years under condition of the merger approval | Oppose |
| 41 | Approve Directors Fees under condition of the merger approval | For |
| 42 | Appointment as Statutory External Auditor of Deloitte & Associés for a period of 6 years under condition of the merger approval | For |
| 43 | Elect BEAS as Substitute External Auditor for a period of six years under condition of the merger approval | Oppose |
| 44 | Delegation of powers for the completion of formalities | For |
