The Caisse de dépôt et placement du Québec will acquire a 10% stake in Fluxys G

Daniel Termont, Chairman of Publigas, commented on the agreement: “Upon the purchase of all Fluxys shares held by Electrabel, Publigas announced that it would seek new partners who, with Publigas as majority shareholder, will fully support the company’s vision and strategy. We therefore warmly welcome the Caisse de dépôt et placement du Québec as a strategic partner whose stake will enhance the financial strength and stability of Fluxys G’s shares. Publigas and the Caisse share a common vision when it comes to the long-term development of the natural gas market in Northwest Europe and the profitable expansion of the company's operations.”

“We are very pleased with our ownership position in Fluxys G, alongside Publigas. This investment fits our profile as a long-term investor for our depositors and is completely aligned with our business model in the infrastructure sector. For the Caisse, this is a highquality asset that will provide consistent returns,” said Michael Sabia, Caisse President and Chief Executive Officer.

“The Caisse has solid gas infrastructure experience, primarily in Québec with its significant stake in Gaz Métro but also in the U.S. and U.K. Our 33.5% stake in Interconnector, a company in which Fluxys also has a 15% interest, has allowed us to better understand the Fluxys Group and realize its potential value,” added Mr. Sabia.

Investment and development program support

The agreement in principle signed on Friday, January 28, 2011 specifically allows the Caisse de dépôt et placement du Québec to acquire a 10% stake in Fluxys G through a €150 million capital increase. Publigas and the Caisse de dépôt et placement du Québec are confident that this agreement will lead to fruitful cooperation within the Fluxys Group. The capital increase will support the Group’s investment and development program in Belgium and abroad.

Closing before the end of the first half of 2011

Subject to approval by the Publigas Board of Directors and finalization of definitive agreements, the closing of the transaction will take place before the end of the first half of 2011.

Important agreement elements

As part of this transaction, the Caisse de dépôt et placement du Québec takes over 10% of the guarantee granted to Fluxys by its shareholders at the time, which is the value of the transit activities included in the acquisition of Distrigas & C° in June 2008. In 2010, upon the buyout of Electrabel's interest in Fluxys, this guarantee was fully assumed by Publigas.

In terms of corporate governance, the agreement signed between Publigas and the Caisse de dépôt et placement du Québec stipulates that the Caisse will have proportional representation in the administrative bodies of Fluxys G et de Fluxys SA.