This document is an unofficial English-language translation of the response document (note en réponse) which received from the French Autorité des marchés financier visa no. 21-339 on July 20, 2021. In the event of any differences between this unofficial English-language translation and the official French response document, the official French response document shall prevail

OFFER DOCUMENT

ESTABLISHED BY THE COMPANY

IN RESPONSE TO THE TENDER OFFER FOR THE SHARES OF SUEZ INITIATED BY THE

COMPANY

Pursuant to the provisions of Article L. 621-8 of the French Monetary and Financial Code and Article 231-26 of the AMF's general regulations, the AMF has affixed visa no. 21-339 to this response document (the "Response Document"). The Response Document has been prepared by Suez and is the responsibility of its signatory.

The visa, in accordance with the provisions of article L. 621-8-1, I. of the Monetary and Financial Code, was granted after the AMF had verified "whether the document is complete and comprehensible, and whether the information it contains is consistent". It does not imply either approval of the appropriateness of the transaction or authentication of the accounting and financial information presented.

IMPORTANT NOTICE

In accordance with the provisions of articles 231-19 and 261-1 of the AMF general regulations, the report of Finexsi, acting as an independent expert, is included in this Response Document, it being specified that Finexsi has been appointed in accordance with article 261-1 III of the AMF general regulations.

Copies of this Response Document are available on the AMF's website (www.amf-france.org) and on Suez's website (www.suez.com) and may be obtained free of charge on request from Suez (Tour CB 21, 16 place de l'iris, 92040 Paris La Défense Cedex).

In accordance with article 231-28 of the AMF's general regulations, the other information relating to the characteristics of Suez, in particular its legal, financial and accounting characteristics, will be filed with the AMF and made available to the public no later than the day before the opening of the offer in the same manner.

A press release will be published, at the latest the day before the opening of the offer, to inform the public of the modalities for making these documents available.

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TABLE OF CONTENTS

1.

REMINDER OF THE MAIN TERMS AND CONDITIONS OF THE OFFER..................................

4

1.1.

PRESENTATION OF THE OFFER ...................................................................................................................

4

1.2.

REMINDER OF THE MAIN TERMS OF THE OFFER........................................................................................

5

1.3.

BACKGROUND AND REASONS FOR THE OFFER...........................................................................................

7

2.

REASONED OPINION OF THE BOARD OF DIRECTORS ............................................................

11

2.1.

COMPOSITION OF THE BOARD OF DIRECTORS ........................................................................................

11

2.2.

REASONED OPINION OF THE BOARD OF DIRECTORS ................................................................................

12

3.

INTENTION OF THE MEMBERS OF THE SUEZ BOARD OF DIRECTORS .............................

23

4.

COMPANY'S INTENTION REGARDING TREASURY SHARES ..................................................

23

5. AGREEMENTS LIKELY TO HAVE AN IMPACT ON THE ASSESSMENT OR OUTCOME OF

THE OFFER ............................................................................................................................................

23

6.

FACTORS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFER...............

23

6.1.

CAPITAL STRUCTURE OF THE COMPANY .................................................................................................

23

6.2.

SITUATION OF THE BENEFICIARIES OF RIGHTS TO RECEIVE FREE SHARES............................................

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6.3. DIRECT AND INDIRECT SHAREHOLDINGS IN THE COMPANY'S CAPITAL THAT HAVE BEEN THE SUBJECT OF

A DECLARATION OF THRESHOLD CROSSING OR A DECLARATION OF TRANSACTION IN SECURITIES IN

ACCORDANCE WITH ARTICLES L. 233-7 AND L. 233-12 OF THE COMMERCIAL CODE ............................

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6.4. LIST OF HOLDERS OF SUEZ SECURITIES WITH SPECIAL CONTROL RIGHTS AND THEIR DESCRIPTION.. 28

6.5. CONTROL MECHANISMS PROVIDED FOR IN A POSSIBLE EMPLOYEE SHARE OWNERSHIP SCHEME, WHEN

CONTROL RIGHTS ARE NOT EXERCISED BY THE LATTER .........................................................................

28

6.6. AGREEMENTS BETWEEN SHAREHOLDERS OF WHICH THE COMPANY IS AWARE AND WHICH MAY RESULT

IN RESTRICTIONS ON THE TRANSFER OF SHARES AND THE EXERCISE OF VOTING RIGHTS .....................

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6.7. RULES APPLICABLE TO THE APPOINTMENT AND REPLACEMENT OF THE BOARD MEMBERS AND TO THE

AMENDMENT OF THE BYLAWS OF SUEZ....................................................................................................

29

6.8. POWERS OF THE BOARD OF DIRECTORS, IN PARTICULAR REGARDING THE ISSUE OR REPURCHASE OF

SHARES ......................................................................................................................................................

30

6.9. AGREEMENTS ENTERED INTO BY SUEZ THAT ARE MODIFIED OR TERMINATED IN THE EVENT OF A

CHANGE OF CONTROL OF SUEZ ................................................................................................................

34

6.10. AGREEMENTS PROVIDING FOR INDEMNITIES FOR MEMBERS OF THE BOARD OF DIRECTORS OR EMPLOYEES IF THEY RESIGN OR ARE DISMISSED WITHOUT REAL AND SERIOUS CAUSE OR IF THEIR

EMPLOYMENT IS TERMINATED AS A RESULT OF A TAKEOVER BID OR EXCHANGE OFFER ......................

34

7. MEASURES LIKELY TO FRUSTRATE THE OFFER THAT THE COMPANY HAS

IMPLEMENTED OR DECIDES TO IMPLEMENT...........................................................................

36

8.

OPINION OF THE SUEZ FRANCE GROUP WORKS COUNCIL ..................................................

37

9.

INDEPENDENT EXPERT'S REPORT ................................................................................................

37

10. TERMS AND CONDITIONS FOR THE PROVISION OF INFORMATION ABOUT THE

COMPANY ..............................................................................................................................................

37

11. PERSONS RESPONSIBLE FOR THE CONTENT OF THIS RESPONSE DOCUMENT .............

38

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1. REMINDER OF THE MAIN TERMS AND CONDITIONS OF THE OFFER

1.1. Presentation of the Offer

Pursuant to Title III of Book II, and more specifically Articles 231-13 and 232-1 et seq. of the general regulations of the Autorité des marchés financiers (the "AMF"), Veolia Environnement, a French société anonyme with a board of directors, having its registered office at 21, rue La Boétie, 75008 Paris, registered under number 403 210 032 R.C.S Paris, the shares of which are admitted to trading on the regulated market of Euronext Paris ("Euronext Paris") under ISIN code FR0000124141 (mnemonic "VIE") ("Veolia" or the "Offeror"), makes an irrevocable offer to the shareholders of Suez, a French société anonyme with a board of directors, whose registered office is located at Tour CB21, 16, place de l'Iris, 92040 Paris La Défense Cedex, registered under number 433 466 570 R.C.S. Nanterre, whose shares are listed on Euronext Paris (compartment A) and Euronext Brussels ("Euronext Brussels") under ISIN code FR0010613471 (mnemonic "SEV" on Euronext Paris and "SEVB" on Euronext Brussels) ("Suez" or the "Company"), to acquire all of their Suez shares through a tender offer, the terms and conditions of which are set out in the offer document approved by the AMF on July 20, 2021 under number 21-338 (the "Offer Document") and which may be followed by a squeeze- out procedure in accordance with the provisions of articles 237-1 to 237-10 of the AMF's general regulations (the "Offer").

The Offer price is 19.85 euros per share (distribution rights attached). It is recalled that the draft Offer was filed at a price of 18 euros per share (dividend attached) on February 8, 20211, then increased to a price of 20.50 euros per share (dividend attached) on June 30, 20212. Following the detachment of the dividend of 0.65 euro per share approved by the annual general meeting of Suez shareholders on June 30, 2021, the price of 20.50 euros per share (dividend attached) was automatically reduced by 0.65 euro, to 19.85 euros per share (distribution rights attached).

The Offer is for all Suez shares not held by the Offeror3:

  • which are already issued, i.e., as of the date of this Response Document, a maximum number of 451 529 224 Suez shares4, and
  • which may be issued prior to the closing of the Offer or the Reopened Offer, as a result of the vesting of the shares allocated free of charge by Suez (the "Free Shares"), i.e., as of the date of this Response Document, a maximum of 550 919 new Suez shares,

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2

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i.e., as of the date of this Response Document, a maximum number of Suez shares subject to the Offer equal to 452 080 143.

The Offer Document specifies that American Depository Receipts under ISIN code US8646912092 ("Suez ADR") will not be accepted in the Offer or in the Reopened Offer and

AMF notice n° 221C0312 of February 8, 2021 available on the AMF website (www.amf-france.org).

AMF notice n° 221C1589 dated June 30, 2021 (supplement to AMF notice 221C0312 dated February 8, 2021) available on the AMF website (www.amf-france.org).

As of the date of this Response Document, the Offeror holds 187 810 000 Suez Shares out of a total of 639 339 224 issued shares.

I.e. 639 339 224 shares representing the same number of theoretical voting rights. This also includes treasury shares, i.e. 187 161 shares based on the same information. It is however specified that, in order to be able to deliver Free Shares to its employees and corporate officers, the Company has announced its intention not to tender its treasury shares to the Offer.

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that holders of Suez ADRs who wish to tender their securities in the Offer or in the Reopened Offer will have to exchange them for Suez shares, as specified in section 2.5 of the Offer Document.

Crédit Agricole Corporate and Investment Bank, HSBC Continental Europe, Bank of America Europe DAC (Branch in France) and Morgan Stanley Europe SE are acting as presenting banks of the Offer in accordance with the provisions of article 231-13 of the AMF general regulations (hereinafter referred to together as the "Presenting Banks"). Only Crédit Agricole Corporate and Investment Bank and HSBC Continental Europe guarantee the content and the irrevocable nature of the undertakings made by the Offeror in connection with the Offer.

1.2. Reminder of the main terms of the Offer

It is recalled that the draft Offer was filed with the AMF on February 8, 2021 at a price of 18 euros per share (dividend attached). The filing of the draft Offer and the corresponding draft offer document were the subject of a filing notice by the AMF5. A press release containing the main elements of the above-mentioned draft offer document was issued by the Offeror on February 8, 2021 and remains available on its website (www.veolia.com). In accordance with the provisions of article 231-16 of the AMF's general regulations, this draft offer document was made available to the public free of charge at the registered offices of the Offeror and of each of the Presenting Banks, and was published on the websites of the AMF (www.amf-france.org) and Veolia (www.veolia.com).

On June 30, 2021, the Presenting Banks, acting on behalf of the Offeror, informed the AMF of the increase in the price of the proposed Offer from 18 euros per share (dividend attached) to 20.50 euros per share (dividend attached) and filed the corresponding draft amendment to the offer document with the AMF. An amending notice has been published by the AMF in this context6.

In accordance with the provisions of article 231-26, I, 3° of the AMF's general regulations, the Company filed with the AMF on June 30, 2021 its draft response document to the Offer, including in particular the report of the independent expert and the reasoned opinion of the Board of directors pursuant to the provisions of article 231-19 of the AMF's general regulations. The AMF has published a notice of filing on its website (www.amf-france.org).

The draft amendment offer document and the draft response document have been published on the AMF website and have been made available free of charge to the public at the registered office of the Offeror (for the draft amending offer document) and at the registered office of the Company (for the draft response document). A press release containing the main elements of the draft response document was published by the Company and made public on its website (www.suez.com) on June 30, 2021.

The dividend of €0.65 per share approved by the Annual General Meeting of Suez shareholders on 30 June 2021 was detached on 6 July 2021. The price of 20.50 euros per share (dividend attached) was automatically reduced by 0.65 euros following this detachment, to 19.85 euros

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AMF notice n° 220C4093 of October 6, 2020.

AMF notice n° 221C1589 dated June 30, 2021 (supplement to AMF notice 221C0312 dated February 8, 2021) available on the AMF website (www.amf-france.org).

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Suez SA published this content on 20 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2021 05:56:08 UTC.