POWEO :EXECUTION OF THE DRAFT MERGER-ABSORPTION AGREEMENT OF DIRECT ENERGY BY POWEO

Press release                                                                               Paris, June 1st 2012

EXECUTION OF THE DRAFT MERGER-ABSORPTION AGREEMENT

OF DIRECT ENERGY BY POWEO

Further to the announcement on March 22, 2012 of an agreement in principle entered into between Poweo and Direct Energie in contemplation of the merger of Direct Energie into Poweo, the boards of directors of Poweo and Direct Energie met on May 31 and June 1, 2012, respectively, to approve the terms of the merger and to authorize the execution of the draft merger agreement.  The draft merger agreement was signed today.

In connection with the consultation with employee representative bodies, the works councils of Poweo and Direct Energie issued favorable opinions on the proposed merger, on May 9, 2012 and May 11, 2012, respectively.

The merger will lead to the creation of the leading alternative multi-energy operator of critical mass in France, with more than 1 million residential and professional customers and delivering approximately 10 TWh of electricity and natural gas each year.

The merger is subject to the satisfaction of several conditions precedent specified in the draft merger agreement, including the approval of the transaction by extraordinary general shareholders' meetings of each of Poweo and Direct Energie, which are scheduled for July 11, 2012, and the granting of an exemption for the requirement to file a mandatory tender offer for the shares of Poweo by the French Autorité des Marchés Financiers to François Premier Energie, Impala and EBM Trirhena AG, who will following the merger cross, in concert, the threshold of 50% of the share capital and voting rights in Poweo.

The share exchange ratio would be 1,216 Poweo shares for 13 Direct Energie shares. In consideration for the contribution, and notably in light of the exchange ratio, Poweo would carry out a capital increase in the amount of €3,017,260.80 (given the capital reduction to be decided by a general meeting of Poweo shareholders called for June 8, 2012) through the creation of 30,172,608 new Poweo shares. Poweo's listing on Alternext would be maintained, and the new Poweo shares issued in connection with the merger would be listed on Alternext under ISIN Code: FR0004191674.

Following the merger, and before the cancellation of treasury shares, François Premier Energie, Impala and EBM Trirhena AG, the current major shareholders of Direct Energie, would hold approximately 26.0%, 26.0% and 8.8% of the combined company, respectively, representing in concert approximately 60.8% of the combined company. Following the merger, the voting rights of this group of shareholders acting in concert would represent 72.6% of the combined company, since treasury shares would represent 16.2% of the share capital of the company following the merger.

Ecofin and Luxempart, who will continue to act in concert, would hold together approximately 12.4% of the combined company's share capital and 14.8% of its voting rights.

Poweo's general shareholders' meeting called for July 11, 2012 will also be asked to authorize the change of the Poweo's name to Poweo - Direct Energie.

The briefing documents for the extraordinary general meetings of Poweo and Direct Energie will soon be made available to the shareholders in accordance with applicable legal and regulatory requirements. As regards Poweo, these documents will be made available at http://investisseurs.poweo.fr/ section "Publications."

About DIRECT ENERGIE
Direct Energie, which was founded in 2003, covers all businesses in the energy value chain. It is involved in electricity and natural gas production, supply and distribution, thus guaranteeing the company's balanced and sustainable development to meet the needs of its customers. Direct Energie is the leading alternative supplier of electricity in France and currently has more than 700,000 private and business customers. Finally, Direct Energie currently supervises a number of electricity generation assets, around ten hydraulic power plants and two wind farms, and develops a portfolio of Combined Cycle Gas Turbine plants. Direct Energie has just won the tender organized by the government for the construction of a 400MW CCGT plant in Brittany.
For more information www.direct-energie.com

About POWEO
POWEO, independent electricity and gas operator in France, supplies energy and energy efficiency and environmental services to close to 350,000 residential and professional customer sites. POWEO is listed on the Alternext compartment of the Euronext Paris Stock Exchange (ALPWO / FR0004191674). For more information please visit the company's website: groupe.poweo.com.

DIRECT ENERGIE Press Contact                                       
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Grégoire Lucas - glucas@image7.fr - Tel + 33 (0)1 53 70 74 94
Marie Artzner - martzner@image7.fr - Tel + 33 (0)1 53 70 74 31

POWEO Press Contact
Ivan Roussin, Communication Director - ivan.roussin@poweo.com - Tel +33 (0)1 70 60 74 69

Investor Relations
Patrick Massoni, POLARIS Investor Relations - polaris.pm@gmail.com - Tél +33 (0)1 70 60 75 09