Merger between SUEZ (160,700 employed end 2004) and GDF - GAZ DE FRANCE (45,000 employed end 2004) will be carried out, if authorised by competition authorities, via absorption of SUEZ by GDF at the rate of one GDF share for one SUEZ share. Prior to this, SUEZ will pay an exceptional dividend of one euro per share, i.e. a total of EUR 1.25 billion. The State's stake in the new group would be between 34 and 35% (GDF is held at 80.2% by the State), i.e. a minority blocking intended to prevent any attempt at a takeover bid. This new group would become the fifth largest electricity producer and the leading operator of the first gas distribution network in Europe with a turnover of nearly EUR 64 billion (41.5 billion for SUEZ and 22.4 billion for GDF) and stock exchange capitalisation of over EUR 70 billion.