Veolia Environnement Sa · EURONEXT:VIE

Veolia Environnement Sa — Suez Environnement — Shareholder Meeting (May 2013)

72 slides from Veolia Environnement Sa's shareholder meeting presentation, May 23, 2013

  1. Slide 1: 2013 Combined General Meeting

    ↓ 2013 COMBINED GENERAL ↓ MEETING May 23, 2013 2013 COMBINED GENERAL MEETING

  2. Slide 2: Disclaimer

    DISCLAIMER This presentation contains estimates and/or forward-looking statements and information. These statements include financial projections, synergies, estimates and their underlying assumptions, statements regarding plans, expectations and objectives with respect to future operations, product

  3. Slide 3: Opening

    2013 COMBINED GENERAL MEETING May 23, 2013 OPENING Gérard Mestrallet Chairman ↓

  4. Slide 4: Main documents made available to the shareholders

    MAIN DOCUMENTS MADE AVAILABLE TO THE SHAREHOLDERS • management report • Financial statutory statements and consolidated financial statements for 2012 • on the resolutions • Report of the Chairman of the Board of Directors pursuant to Article L.225-37 of the French Commercial Code • 2013 COMBINED GEN

  5. Slide 5: Agenda (1/2)

    AGENDA (1/2) RESOLUTIONS TO BE SUBMITTED TO THE ORDINARY GENERAL MEETING • Approval of the annual and consolidated financial statements for the 2012 fiscal year (resolutions 1 and 2) • Allocation of result and determination of dividend (resolution 3) • Approval of the related-party agreements (resol

  6. Slide 6: Agenda (2/2)

    AGENDA (2/2) RESOLUTIONS TO BE SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING • Delegation of authority to be granted to the Board of Directors to reduce the share capital by canceling treasury stock (resolution 6) • Delegation of authority to be granted to the Board of Directors to increase the sha

  7. Slide 7: Introduction

    2013 COMBINED GENERAL MEETING May 23, 2013 ↓ INTRODUCTION Gérard Mestrallet Chairman

  8. Slide 8: World leader in environmental services

    WORLD LEADER IN ENVIRONMENTAL SERVICES SUEZ ENVIRONNEMENT IDENTITY CARD WATER EUROPE 29% WATER WASTE WASTE EUROPE 43% 49% 51% INTERNATIONAL 28% 2012 Revenue: 15.1bn Balanced activities Bringing drinking water 79,550 employees to 97 M people 1,800 waste treatment and recovery facilities Collecting wa

  9. Slide 9: Individual shareholding stable at 7% for 5 years

    STABLE SHAREHOLDING STRUCTURE RENEWED TRUST FROM OUR 300,000 SHAREHOLDERS 7.0% INDIVIDUALS 2.3% EMPLOYEES GDF SUEZ 35.7% 510,233,829 agreement shares (expiring 48.4% 07/22/13) 42.1% INSTITUTIONAL INVESTORS GBL 7.2% CDC 2.0% 0.2% TREASURY AREVA 1.4% STOCKS CNP 1.3% SOFINA 0.8% INDIVIDUAL SHAREHOLDING

  10. Slide 10: Shareholder policy

    SHAREHOLDER POLICY A GROUP ATENTIVE TO ITS SHAREHOLDERS INFORMATION AND DIALOGUE • Internet website • Toll-free hotline • Shareholder newsletter • Consultation panels INDIVIDUALS AND EMPLOYEES • Shareholder meetings INSTITUTIONAL - 6/year INVESTORS • - 12,000 members • 200 investors meetings - 40 ev

  11. Slide 11: SUEZ ENVIRONNEMENT milestones since 2008

    SUEZ ENVIRONNEMENT MILESTONES SINCE 2008 5-year 1st bond AGBAR WSN Renewed PPP gains issues takeover acquisition Bordeaux in Merseyside, agreement agreement for 1.8bn in Australia wastewater West London expires signature contract and Poznan ( 3.5bn) 2008 2009 2010 2011 2012 2013 Finalization Signatu

  12. Slide 12: 2012 Performance and Strategy

    2013 COMBINED GENERAL MEETING May 23, 2013 ↓ 2012 PERFORMANCE AND STRATEGY Jean-Louis Chaussade Chief Executive Officer

  13. Slide 13: 2012 key figures

    2012 KEY FIGURES A SOLID PERFORMANCE IN A CHALLENGING CONTEXT • 2012 RESULTS IN LINE WITH TARGETS REVENUE 15,102m Stable vs. 2011: +1.8% EBITDA 2,450m Stable vs. 2011: -2.5% Impacted by non-recurring NRGS 251m negative elements FREE CASH FLOW 1,358m 2012 ≥ 2011: +58% NET INVESTMENT 1,177m In line wi

  14. Slide 14: World leader in environmental services

    WORLD LEADER IN ENVIRONMENTAL SERVICES STRONG POSITIONS IN HIGH-POTENTIAL AREAS Water Waste Water & Waste EUROPE 69% of Revenue NORTH France AMERICA #1 in Waste 6% of Revenue #1 in Water Spain #1 in Water USA #2 in Water Benelux #1 in Waste Sweden ASIA #1 in Waste 5% of Revenue UK #3 in Waste China

  15. Slide 15: Issues of the 21st century

    SHORT AND LONG-TERM GROWTH DRIVERS ISSUES OF THE 21st CENTURY Growing needs for INFRASTRUCTURE DEMOGRAPHY / URBANIZATION  Population growth Need for a controlled MANAGEMENT of the ENVIRONMENTAL AWARENESS WATER and WASTE cycles  Climate change, environmental protection Emerging CIRCULAR ECONOMY and

  16. Slide 16: Sustainable and profitable growth strategy

    SUSTAINABLE AND PROFITABLE GROWTH STRATEGY A WELL-BALANCED BUSINESS MODEL SEIZE OPPORTUNITIES OF OUR MARKETS RELY ON STIMULATE OUR STRENGTHS CAPTURE OUR CORE BUSINESS NEW GROWTH PERFORMANCE OPPORTUNITIES - GROW our business and operational results - Maintain a STRONG BALANCE SHEET - Carry on our ATT

  17. Slide 17: Sustainable and profitable growth strategy

    SUSTAINABLE AND PROFITABLE GROWTH STRATEGY SEIZE OPPORTUNITIES OF OUR MARKETS STIMULATE CAPTURE OUR CORE BUSINESS NEW GROWTH PERFORMANCE OPPORTUNITIES ACCELERATE OUR BUSINESS MODELS TRANSFORMATION 2013 COMBINED GENERAL MEETING 17

  18. Slide 18: A new organization

    A NEW ORGANIZATION CLOSE TO THE OPERATIONS FOR AN INCREASED VISIBILITY REINFORCED ORGANIZATION TO BOOST THE DEVELOPMENT ANGEL SIMON Deputy CEO Water Europe FRÉDÉRIQUE RAOULT Director of Sustainable CHRISTOPHE CROS Development & Communication Deputy CEO Waste Europe DENYS NEYMON Director of MARIE ANG

  19. Slide 19: Accelerate our business models transformation

    SEIZE OPPORTUNITIES OF OUR MARKETS ACCELERATE OUR BUSINESS MODELS TRANSFORMATION CAPTURE STIMULATE OUR CORE BUSINESS NEW GROWTH PERFORMANCE OPPORTUNITIES WATER EUROPE: CONSOLIDATE OUR POSITIONS IN KEY COUNTRIES: FRANCE, SPAIN, ITALY 1 DEVELOP SMART WATER SERVICES Reinforce partnerships with our clie

  20. Slide 20: Capture new growth opportunities

    CAPTURE NEW GROWTH OPPORTUNITIES 4 STRATEGIC PRIORITIES: AMBITIOUS TARGETS NEW SERVICES FULL RESOURCE TRANSFORMATION IN WATER ACTIVITIES SOLUTIONS  SMART WATER  WASTE RECOVERY TARGET FOR 2012-2016 TARGET FOR 2016 REVENUE GROWTH > 10%/year 2t RECOVERED/1t ELIMINATED NEW MARKETS INDUSTRIAL WITH ADEQ

  21. Slide 21: Sustainable growth strategy: waste recovery in the UK

    SUSTAINABLE GROWTH STRATEGY ONE EXAMPLE: THE WASTE RECOVERY MARKET IN THE UK PFI(1) & PPP(2) CONTRACTS Waste-to-energy recovery: • 4 plants in operation • 2 plants under construction Aberdeen and 4 others recently won for a total investment of 1.3bn Other recovery types: Northumberland South Tyne &

  22. Slide 22: Smart water

    SMART WATER MORE INTELLIGENCE IN WATER RESOURCE MANAGEMENT SMART WATER ? SENSORS + DECISION-SUPPORT TOOLS FOR MANAGERS FOR USERS ‒ Monitor networks remotely ‒ Optimize consumption in real time ‒ Warned in case of leak ‒ Adjust water treatment ‒ Control water bill ‒ Prevent pollution and leaks ‒ Prot

  23. Slide 23: Smart water

    SMART WATER MORE INTELLIGENCE IN WATER RESOURCE MANAGEMENT 1,490,600 smart water meters 2012 Revenue: Degrés bleus®: 300m, +17% using heat from wastewater networks INFLUX - Bordeaux (RAMSES) Storm water preventive management SMART METERING REFERENCES: • Malta • France (with GrDF) • Spain 270,000 Dol

  24. Slide 24: Rely on our strengths

    SUSTAINABLE AND PROFITABLE GROWTH STRATEGY RELY ON OUR STRENGTHS 2013 COMBINED GENERAL MEETING 24

  25. Slide 25: The women and men

    THE WOMEN AND MEN 79 550 EMPLOYEES, MORE THAN 70 NATIONALITIES - Boost COMMITMENT and QUALITY OF LIFE AT WORK - Act for EQUAL OPPORTUNITIES - Work together to ensure SAFETY AT WORK - Mobilize the employees with consistent efforts for PERSONAL DEVELOPMENT • 2/3 of the employees trained each year • Mo

  26. Slide 26: Positioned on the whole value chain

    POSITIONED ON THE WHOLE VALUE CHAIN COMPETITIVE PRESENCE THROUGH TECHNOLOGICAL LEADERSHIP Wastewater Engineering Design Water Production SMART collection Consulting and Build and Distribution WATER and treatment Waste collection Recovery Elimination NEW Municipal Industrial Sorting and Organic / Ene

  27. Slide 27: Innovation and industrial performance

    INNOVATION AND INDUSTRIAL PERFORMANCE DEVELOP INNOVATIVE SHARE EXPERTISE INDUSTRIALIZE OFFERS WITH HIGH TO ENHANCE EFFICIENCY OUR OPERATIONS ADDED VALUE AND CONTROL COSTS Manage large Manage large Manage large product lines industrial accounts technological partnerships IMPROVE OUR COMPETITIVENESS A

  28. Slide 28: Innovation and industrial performance

    INNOVATION AND INDUSTRIAL PERFORMANCE INNOVATE TO: MAKE OUR CLIENTS IMPROVE INDUSTRIAL REINVENT ENVIRONMENTAL OUR MODELS PERFORMANCE EFFICIENCY LEADERS Health 2013 COMBINED GENERAL MEETING 28

  29. Slide 29: Research and innovation

    RESEARCH AND INNOVATION TECHNOLOGICAL LEADERSHIP IN BOTH OUR BUSINESSES 74m invested per year 120 partnerships Invest in innovative 450 experts & researchers technology Eliminating Co-designing electric INFLUX storm water micropollutants collection trucks management system 2013 COMBINED GENERAL MEET

  30. Slide 30: Strong involvement in sustainable development

    STRONG INVOLVEMENT IN SUSTAINABLE DEVELOPMENT RECOGNIZED BY ESG(1) INDEXES 2008-2012 ROAD MAP GOALS RESULTS Ecological footprint Optimize waste recovery rates 36% 43.2%  Reduce water consumption Eq. # inhabitants 700,000 800,000  Environmental challenges % waste stored Reduce GHG(2) emissions (cap

  31. Slide 31: Sustainable development: new road map 2016

    SUSTAINABLE DEVELOPMENT NEW ROAD MAP: COMMITMENTS FOR 2016 Priority #1 Priority #2 Priority #3 INNOVATE Develop CONTRIBUTE and help our TALENTS to regional our CLIENTS to become enablers appeal, work become environmental in the TRANSFORMATION TOGETHER with PERFORMANCE of our BUSINESSES our STAKEHOLD

  32. Slide 32: Conclusion

    2013 COMBINED GENERAL MEETING May 23, 2013 ↓ CONCLUSION Jean-Louis Chaussade Chief Executive Officer

  33. Slide 33: Sharing value in 2012

    SHARING VALUE IN 2012 CREATING VALUE FOR ALL OUR STAKEHOLDERS SHAREHOLDERS 331m dividends(1) paid EMPLOYEES 3.6bn Salaries and benefits INNOVATION AND DEVELOPMENT 575m Development capex 74m Research and Innovation GOVERNMENTS AND COLLECTIVITIES 186m Income Tax 680m Other taxes SUPPLIERS 8.7bn Purcha

  34. Slide 34: Sharing value to benefit our clients

    SHARING VALUE TO BENEFIT OUR CLIENTS THE CONTRACT FOR WATER HEALTH VIRTUOUS GOVERNANCE INNOVATION ECONOMY - Provide - RESTORE - SHARE productivity MORE CONTROL water quality gains FAIRLY to collectivities - Develop INNOVATIVE - Create SOCIAL - Share KNOWLEDGE SOLUTIONS TARIFICATIONS with transparenc

  35. Slide 35: An attractive dividend policy

    AN ATTRACTIVE DIVIDEND POLICY CREATING VALUE FOR SHAREHOLDERS A WELL-BALANCED STRATEGY FINANCIAL STRENGTH DEVELOPMENT • Net Debt/EBITDA ratio of 3x • Selective investments • Increasing Free Cash Flow • Innovation and Industrial performance • Stable dividend over the last 5 years in a difficult econo

  36. Slide 36: Financial results

    2013 COMBINED GENERAL MEETING ↓ May 23, 2013 FINANCIAL RESULTS Jean-Marc Boursier Deputy CEO Finance and Purchasing

  37. Slide 37: Strong operational improvement over 4 years

    STRONG OPERATIONAL IMPROVEMENT OVER 4 YEARS Reported figures in m REVENUE EBITDA EBIT 15,102 2,450 1,146 12,296 2,060 926 2009 2012 2009 2012 2009 2012 FREE CASH FLOW ROCE NET DEBT/EBITDA - 40 bps STABLE 1,358 891 7.3% 6.9% 3.0 3.0 2009 2012 2009 2012 2009 2012 CAGR: Compound Annual Growth Rate 2013

  38. Slide 38: 4 years of solid growth across the 3 divisions

    4 YEARS OF SOLID GROWTH ACROSS THE 3 DIVISIONS WATER EUROPE WASTE EUROPE INTERNATIONAL REVENUE REVENUE REVENUE 6,542 4,325 5,319 4,220 3,993 2,969 2009 2012 2009 2012 2009 2012 EBITDA MARGIN AT 16.2% THANKS TO SUBSTANTIAL OPERATIONAL OPTIMIZATION CAGR: Compound Annual Growth Rate 2013 COMBINED GENER

  39. Slide 39: +1.8% revenue growth

    +1.8% REVENUE GROWTH IN A DIFFICULT ECONOMIC ENVIRONMENT In m +3.3% +0.1% -2.4% 15,102 +8 +2.1% (100) +4 +137 Waste 14,830 -0.6% Europe International (1) Others +306 Water (83) Europe Scope Forex Organic growth: +0.3% 2011 2012 (1) Incl. -€62m due to Melbourne desalination plant finalization 2013 CO

  40. Slide 40: A world leader in environmental services

    A WORLD LEADER IN ENVIRONMENTAL SERVICES A WELL-BALANCED BUSINESS MODEL GEOGRAPHIC BREAKDOWN 49% WATER - 51% WASTE 31% outside Europe Water Waste RoW MOROCCO 4%5% CHILE FRANCE Services ASIA 4% 23% Concessions, 5% O&M and 36% US 36% 6% Equipment 2012 2012 Revenue: Revenue: AUSTRALIA 7% 15.1bn 8% Elim

  41. Slide 41: EBITDA stable at constant scope

    EBITDA STABLE AT CONSTANT SCOPE MARGIN IMPROVEMENT IN 2nd SEMESTER In m 2,513 -2.3% +2.2% +1.0% -11.0% +13 +3.3% 2,450 (59) +54 (97) +11 Water +16 Forex Scope Europe Waste International Others Europe(1) Organic growth: -2.3% 2011 2012 EBITDA EBITDA Margin Margin 16.9% 16.2% (1) Due to a 2.5% decline

  42. Slide 42: From EBITDA to net result group share

    FROM EBITDA TO NET RESULT GROUP SHARE In €m 2011 2012 EBITDA 2,513 2,450 Amortization (1,039) (1,101) Provisions (140) 65 Other (concession charges, ESOP(1)) (295) (268) CURRENT OPERATING INCOME 1,039 1,146 Capital gains and other 53 -94 Incl. Acea and reorganization INCOME FROM OPERATING ACTIVITIES

  43. Slide 43: Long-term investment strategy

    LONG-TERM INVESTMENT STRATEGY FOCUSING ON DEVELOPMENT TO STIMULATE FUTURE GROWTH Increasing investments in Investment INTERNATIONAL and RECOVERY CONTROL and SELECTIVITY In m 2011 2012 20% 20% 23% 23% Net investment 1,414 31% 31% 1,177 34% 34% Maintenance 752 CapEx 648 49% 49% Development 44% 44% Cap

  44. Slide 44: Free cash flow strong growth

    FREE CASH FLOW STRONG GROWTH + 498M vs. 2011 FREE CASH FLOW INCREASING in the 3 divisions 1,358 860 603(1) 567 455 325 214 117 2011 2012 2011 2012 2011 2012 2011 2012 Water Waste International SUEZ Europe Europe ENVIRONNEMENT (1) Incl. €317m due to trade receivable securitisation programme deconsoli

  45. Slide 45: Decrease in net debt by 121M

    DECREASE IN NET DEBT BY 121M NET DEBT/EBITDA RATIO STABLE AT 3X In m 7,557 (1,358) • Credit rating +601 +108 7,436 +529 Forex and in May (A3 P2, stable other Dividends outlook) paid Free cash Net dvpt. flow CapEx • Strong liquidity position of 4.9bn 3.0x 3.0x ND/EBITDA ND/EBITDA • 6.5 years average

  46. Slide 46: Q1 2013: stable operational performance

    Q1 2013: STABLE OPERATIONAL PERFORMANCE IN A STILL CHALLENGING ENVIRONMENT Q1 2013 In m • Stable revenue excl. impact from Melbourne plant finalization REVENUE 3,497 -2.6%(1) • EBITDA Margin at 16.3% higher than in Q1 2012 (15.8%) EBITDA 570 +0.8%(1) • Solid financial structure with a NFD/EBITDA rat

  47. Slide 47: Stock performance since January 1st 2012

    STOCK PERFORMANCE SINCE JANUARY 1st 2012 Performance du cours depuis le 1er janv 2012 140 135 130 +25,1% 125 +23,4% 120 115 110 105 100 95 -6,8% 90 85 80 30-déc. Dec-11 28-févr. Feb-12 28-avr. Apr-12 27-juin Jun-12 26-août Aug-12 25-oct. Oct-12 24-déc. Dec-12 22-févr. Feb-13 23-avr. Apr-13 SEV CAC 4

  48. Slide 48: Governance

    2013 COMBINED GENERAL MEETING ↓ May 23, 2013 GOVERNANCE Gérard Mestrallet Chairman

  49. Slide 49: A deeply engaged board of directors

    A DEEPLY ENGAGED BOARD OF DIRECTORS • 10 meetings in 2012 with a 88% attendance rate • A very active governance greater diversity, code of conduct, self-assessment) • Directors visited the carbon-neutral wastewater treatment plant in Cannes • Decision to separate functions (Chairman and CEO) confirm

  50. Slide 50: Committee chairman report: Strategy committee

    COMMITTEE CHAIRMAN REPORT STRATEGY COMMITTEE Gérard MESTRALLET CHAIRMAN OF THE STRATEGY COMMITTEE 8 members, incl. 2 independents 3 meetings in 2012 Attendance rate in 2012: 71% • Main topics ‒ Risks and opportunities in Southern Europe ‒ The operations and strategy in Asia ‒ Smart Water development

  51. Slide 51: Committee chairman report: Audit committee

    COMMITTEE CHAIRMAN REPORT AUDIT COMMITTEE Guillaume PEPY Independent director CHAIRMAN OF THE AUDIT COMMITTEE 5 members, incl. 3 independents 8 meetings in 2012 Attendance rate in 2012: 89% • Main topics ‒ Monitor of accounting and financial performance ‒ ‒ Review of internal audit and internal cont

  52. Slide 52: Committee chairman report: Nominations & Compensation

    COMMITTEE CHAIRMAN REPORT NOMINATIONS & COMPENSATION COMMITTEE Lorenz Independent director CHAIRMAN OF THE NOMINATIONS & COMPENSATION COMMITTEE 3 Members, incl. 2 independents 6 meetings in 2012 Attendance rate in 2012: 94% • Main topics ‒ Launch of a new self-assessment on Board and Committee opera

  53. Slide 53: Nominations & Compensation Committee: CEO compensation

    NOMINATIONS & COMPENSATION COMMITTEE CEO (CORPORATE OFFICER) COMPENSATION - No change in fixed compensation in 4 years  750,000 per year since 2009 - Variable compensation subject to stringent criteria  2012: 648,854 (vs. 382,399 in 2011 and 810,105 in 2010)  Variable compensation is subject to r

  54. Slide 54: Ethics & Sustainable Development committee

    COMMITTEE CHAIRWOMAN REPORT ETHICS & SUSTAINABLE DEVELOPMENT COMMITTEE Delphine ERNOTTE CUNCI Independent director CHAIRWOMAN OF THE ETHICS & SUSTAINABLE DEVELOPMENT COMMITTEE 3 members incl. 2 independents 3 meetings in 2012 Attendance rate in 2012: 100% • Main topics ‒ Health & Safety policy ‒ Rei

  55. Slide 55: Statutory auditors

    2013 COMBINED GENERAL MEETING May 23, 2013 ↓ STATUTORY AUDITORS

  56. Slide 56: Statutory auditors' reports

    1. Statutory auditors financial statements of Suez Environnement Company (Reference Document: pages 342/343) 2. Statutory auditors consolidated financial statements of the Suez Environnement Company group (Reference Document: pages 318/319) 3. Statutory auditors related party agreements and commitme

  57. Slide 57: Opinion on the statutory financial statements

    OPINION ON THE STATUTORY FINANCIAL STATEMENTS (Resolution 1) UNQUALIFIED OPINION WITH NO MATTERS TO REPORT ON THE STATUTORY FINANCIAL STATEMENTS OF SUEZ ENVIRONNEMENT COMPANY « The financial statements give a true and fair view of the assets and liabilities and of the financial position of the compa

  58. Slide 58: Opinion on the consolidated financial statements

    OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS (Resolution 2) UNQUALIFIED OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP Matters particularly assessed:  The valuation of the recoverable value of goodwill, property, plant and equipment and intangible assets,  The recognition of def

  59. Slide 59: Related party agreements and commitments

    RELATED PARTY AGREEMENTS AND COMMITMENTS (Resolution 4) TWO AGREEMENTS AND COMMITMENTS ARE SUBMITTED TO THE APPROVAL OF THE 2013 GENERAL MEETING OF SHAREHOLDERS 1. Framework agreement on the Guidelines and strategy for industrial and commercial cooperation with GDF SUEZ  With a 3-year length, it wi

  60. Slide 60: Reports on share capital operations

    REPORTS ON SHARE CAPITAL OPERATIONS (Resolutions 6 and 8) Nature of the considered opeations:  Reduction of the share capital by cancellation of actions (Resolution 6)  Issuance of shares or marketable securities reserved for a category of beneficiaries, with cancellation of preferential subscript

  61. Slide 61: 2013 Combined General Meeting

    2013 COMBINED GENERAL MEETING May 23, 2013 ↓

  62. Slide 62: Vote on resolutions

    2013 COMBINED GENERAL MEETING May 23, 2013 ↓ VOTE ON RESOLUTIONS

  63. Slide 63: How to use the handheld voting devices

    HOW TO USE THE HANDHELD VOTING DEVICES 1 SMART CARD The device will not work unless your smart card is properly inserted. 2 TO VOTE Simply press the button of your choice: 1 = FOR 2 = AGAINST 3 = ABSTAIN THE MESSAGES AT THE BOTTOM OF THE SCREEN - - means voting is closed and your vote has been recor

  64. Slide 64: First resolution

    FIRST RESOLUTION OGM • Approval of the financial statements for fiscal year ending December 31, 2012. 2013 COMBINED GENERAL MEETING 64

  65. Slide 65: Second resolution

    SECOND RESOLUTION OGM • Approval of the consolidated financial statements for fiscal year ending December 31, 2012. 2013 COMBINED GENERAL MEETING 65

  66. Slide 66: Third resolution

    THIRD RESOLUTION OGM • Allocation of net income for fiscal year ending December 31, 2012, i.e. EUR 165 million and determination of the dividend. ‒ Amount available for distribution: EUR 4.47bn ‒ EUR 0.65 per share dividend (unchanged vs. 2012), i.e. a total of EUR 331.65 million. ‒ Ex-date of the d

  67. Slide 67: Fourth resolution

    FOURTH RESOLUTION OGM • Approval of the related-party agreements and commitments governed by Articles L. 225-38 et seq. of the French Commercial Code. 2013 COMBINED GENERAL MEETING 67

  68. Slide 68: Fifth resolution

    FIFTH RESOLUTION OGM • Authorization to be granted to the Board of Directors to trade ‒ Renewal of the authorization granted by the 2012 Combined General Meeting ‒ Term of Validity: 18 months ‒ Maximum purchase price per share: 20 euros ‒ Maximum holding: 10% of the share capital 2013 COMBINED GENER

  69. Slide 69: Sixth resolution

    SIXTH RESOLUTION EGM • Delegation of authority to be granted to the Board of Directors to reduce the share capital by canceling treasury stock. ‒ Renewal, in similar terms, of the authorization granted by the 2012 Combined General Meeting ‒ Term of validity: 26 months ‒ Within the limit of 10% of th

  70. Slide 70: Seventh resolution

    SEVENTH RESOLUTION EGM • Delegation of authority to be granted to the Board of Directors to increase the share capital by incorporating premiums, reserves, profits, or any other amount that may be capitalized. ‒ Renewal, in similar terms, of the authorization granted by the 2012 Combined General Mee

  71. Slide 71: Eighth resolution

    EIGHTH RESOLUTION EGM • Delegation of authority to be granted to the Board of Directors to increase the share capital, without preferential subscription rights, in favor of a class or classes of beneficiaries, as part of the SUEZ ENVIRONNEMENT Group international employee shareholding and savings pl

  72. Slide 72: Ninth resolution

    NINTH RESOLUTION EGM • Delegation of powers for formalities. 2013 COMBINED GENERAL MEETING 72

Suez Environnement — Shareholder Meeting (May 2013) on 6ix