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PROPOSED CORPORATE REORGANIZATION

PROPOSED CORPORATE REORGANIZATION. June 2010. CAUTION

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PROPOSED CORPORATE REORGANIZATION

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  1. PROPOSED CORPORATE REORGANIZATION June 2010

  2. CAUTION Implementation of the proposed structure is subject to the realization of pre-conditions, some of which are beyond the control of GazMétro. GazMétro cannot provide any assurance these conditions will be realized at the appropriate time.

  3. CONTEXT On October 31, 2006, Canada’s Finance Minister, Jim Flaherty, announced the introduction of a Tax Fairness Plan starting with the 2011 fiscal year (October 1, 2010 for GazMétro). The basic objective of the Plan is to standardize the tax treatment of certain Canadian entities whether they be corporations, income trusts, limited partnerships or other types of organizations.

  4. CONTEXT Under the present tax rules, income trusts and limited partnerships, like GazMétro, are not taxable. In this context, GazMétro distributes its net income to its Partners who pay the income taxes thereon. Effective October 1, 2010, if GazMétro continues to be a public partnership, it would be taxable, which means that its after-tax net income, and therefore the distributions paid to Partners, would be lower than under the present rules.

  5. CURRENT STRUCTURE

  6. Trencap s.e.c. (1) EnbridgeInc. GDF SUEZ 50,38% 32,06% 17,56% Noverco Inc. Partners (unitholders) would be equally impacted by reduction in GazMétro after-tax net income available for distribution GazMétro would become fully taxable after September 30, 2010 if it remains a public entity. 100% Gaz Métro inc. General Partner CURRENT STRUCTURE 71 % Gaz Métro Limited Partnership Public Limited Partners 100% Boralex inc. Gaz Métro Éole Inc. 29 % (1) Trencap : Caisse de dépôt et placement du Québec (51,11%), Fonds de solidarité FTQ (16,66%), SNC-Lavalin Inc. (11,11%), BC Investment Management Corporation (11,11%), Régime des rentes du Mouvement Desjardins (8,33%), Régime de retraite de l’Université du Québec (1,67%) Seigneurie Wind Power Project 50 % 50 %

  7. PROPOSED STRUCTURE

  8. Trencap s.e.c. (1) EnbridgeInc. GDF SUEZ 50,38% 32,06% 17,56% Noverco Inc. 100% GazMétro becomes a private limited partnership. Public Creation and incorporation of a new public entity (“Newco”) and exchange of each unit of GazMétro held by the public for one share of Newco. Option for the acquisition of 49% of GazMétro’s indirect interest in Seigneurie Wind Power Project, within 90 days of closing of the proposed reorganization, granted to Newco Gaz Métro inc. General Partner PROPOSED STRUCTURE 100% 71% Newco Limited Partner Gaz Métro Limited Partnership 29% 29% 51% Boralex inc. Gaz Métro Éole Inc.  49% (1) Trencap : Caisse de dépôt et placement du Québec (51,11%), Fonds de solidarité FTQ (16,66%), SNC-Lavalin Inc. (11,11%), BC Investment Management Corporation (11,11%), Régime des rentes du Mouvement Desjardins (8,33%), Régime de retraite de l’Université du Québec (1,67%) Seigneurie Wind Power Project 50% 50%

  9. NEXT STEPS • Implementation of the proposed structure is subject to a number of conditions, including: • Getting the required consents; • A favourable vote of the Partners (unitholders) at a meeting in September 2010; • Approval of the Superior Court of Québec. • Expected closing by September 30, 2010

  10. For all the details, see also the complete presentation "GazMétro’s Response to Tax Fairness Plan (SIFT rules)" available on our website www.gazmetro.com/investors Contact us Investors 514 598-3039 www.gazmetro.com/investors Media 514 598-3449 www.gazmetro.com/pressroom

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