Suez : 28/07/2021 - Information relating in particular to the legal,...

This document is an unofficial English-language translation of the document "other information" relating in particular to the legal, financial and accounting characteristics of the company Suez (Document "Autres Informations") which was filed with the Autorité des Marchés Financiers on July 27, 2021 and published on July 28, 2021. In the event of any differences between this unofficial English-language translation and the official French "other information" document, the official French "other information" document shall prevail.

INFORMATION

RELATING IN PARTICULAR TO THE LEGAL, FINANCIAL AND ACCOUNTING

CHARACTERISTICS OF THE COMPANY

IN CONNECTION WITH THE TENDER OFFER FOR THE SHARES OF SUEZ

INITIATED BY

This document relating to other information, in particular legal, financial and accounting information of Suez, was filed with the Autorité des marchés financiers (the "AMF") on July 27, 2021, in accordance with the provisions of article 231-28 of the AMF's general regulations and AMF instruction 2006-07 of July 25, 2006 (as amended). This document has been prepared under the responsibility of Suez.

This information document incorporates by reference the universal registration document of Suez for the year ended December 31, 2020 published on the Company's website and filed with the AMF on April 29, 2021 (the "Universal Registration Document"). It supplements the response document prepared by Suez in relation to the tender offer for the shares of Suez initiated by Veolia Environnement, approved by the AMF on July 20, 2021, under number 21-339, pursuant to the clearance decision (avis de conformité) of the same day (the " Response Document").

This document and the 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, a press release will be issued, at the latest on the day before the opening of the offer, to inform the public of the terms and conditions for making this document available.

	Table of contents
1.	Reminder of the main terms and conditions of the offer ............................................................	3
2.	Information required under Article 231-28 of the AMF General Regulation........................	5

3. Information on events that have occurred since the publication of the universal

registration document.................................................................................................................................	5
3.1.	Capital structure of the Company at the date of this document........................................	5
3.2.	Situation of the beneficiaries of rights to receive Free Shares..........................................	6

3.3. Powers of the Board of Directors, in particular regarding the issue or repurchase of

shares ........................................................................................................................................................	8
3.4.	Declarations of crossing thresholds......................................................................................	10
3.5.	Governance ................................................................................................................................	12
4. Information on the proposed transfer of the new suez..............................................................	15

5. Main press releases issued by the company since the publication of the universal

registration document...............................................................................................................................	16
6.	General Assembly.............................................................................................................................	18
7.	Exceptional events and litigation...................................................................................................	18
8.	Certificate of the person responsible for the information concerning SUEZ.......................	19

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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 particularly 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 (public limited company) 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, whose shares 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 (joint stock company) 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 their Suez shares through a tender offer, the terms and conditions of which are set forth in the offer document filed by the Offeror on July 20, 2021 with the AMF and approved by the AMF on July 20, 2021 (the "Offer Document") and which may be followed by a squeeze-out 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 should be noted that the 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 held on June 30, 2021, the price of 20.50 euros per share (dividend attached) was automatically reduced by an amount of 0.65 euro per share, to 19.85 euros per share (dividend attached).

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

• which are already issued, i.e. as of the date of the Response Document, a maximum of 451,529,224 Suez shares4, and
• that may be issued prior to the closing of the Offer or the Reopened Offer (as such term is defined below), as a result of the vesting of the free shares granted by Suez (the "Free

• 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 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 on the basis of the information published by the Company on its website as at June 30, 2021 in accordance with Article 223-16 of the AMF's General Regulations. 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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Shares"), i.e., as of the date of the Response Document, a maximum of 550,919 new Suez shares,

i.e. a maximum number of 452,080,143 Suez shares included in the Offer.

The Offer Document specifies that American Depository Receipts under ISIN code US8646912092 ("Suez ADR") will not be accepted in the Offer or the Reopened Offer and that holders of Suez ADR who wish to tender their securities in the Offer or in the Reopened Offer will be first required to exchange them for Suez shares, as specified in section 2.5 of the Offer Memorandum.

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 Regulation (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 commitments made by the Offeror in connection with the Offer.

1.2 Reminder of the main terms of the Offer

A 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, thus formulated, and of the corresponding draft offer document were the subject of a filing notice by the AMF on February 8, 2021 and the draft offer document was made available to the public in accordance with article 231-16 of the AMF General Regulation.

On June 29, 2021, the Presenting Banks, acting on behalf of the Offeror, informed the AMF of the increase of the Offer price from 18 euros per share (dividend attached) to 20.50 euros per share (dividend attached) and filed a revised draft offer document with the AMF accordingly. The increase of the Offer price and the filing of the revised draft offer document were the subject of a supplement to the notice of filing on June 30, 2021 and the revised draft offer document was made available to the public in accordance with article 231-16 of the AMF's general regulations.

The Offer is voluntary and will be carried out in accordance with the normal procedure pursuant to the provisions of Articles 232-1 et seq. of the AMF General Regulation.

In accordance with the provisions of Article 232-4 of the AMF General Regulation, if the Offer is successful, it will be automatically reopened within ten (10) trading days following the publication of the final result of the Offer, under the same terms as the Offer (the "Reopened Offer").

In accordance with articles L.433-4 II of the Monetary and Financial Code and 232-4 and 237-1 and seq. of the AMF General Regulation, in the event that the number of shares not tendered to the Offer by the minority shareholders of the Company does not represent, at the end of the Offer or, as the case may be, of the Reopened Offer, more than 10% of the share capital and the voting rights of the Company, the Offeror has indicated that it intends to request from the AMF the implementation, within ten (10) trading days from the publication of the result of the Offer or, as the case may be, within three (3) months from the closing of the Reopened Offer, of a squeeze- out procedure in order to have the shares of the Company not tendered to the Offer transferred.

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The Offer is subject to the validity threshold referred to in article 231-9, I of the AMF General regulation, as described in section 2.6.1 of the Offer Document.

In addition, as of the date of the Response Document, the Offer is subject to the condition precedent (as described in section 2.6.2 of the Offer Document) of obtaining merger control clearance for the combination from the European Commission, pursuant to Article 6.1.b) of the EC Regulation n° 139/2004 of January 20, 2004, it being specified that the Offeror reserves the right to waive this condition, after prior consultation (without right of veto) with Suez.

Finally, in accordance with the provisions of article 232-11 of the AMF General Regulation, Veolia has indicated that it reserves the right to withdraw its Offer within a period of five (5) trading days following the publication of the timetable of a competing offer or improved offer, after having informed the AMF of its decision.

The Offeror has also reserved the right to withdraw its Offer if it no longer serves its intended purpose, or if Suez, as a result of actions taken by it, changes its substance during the Offer or if the actions taken by Suez result in the Offer becoming more expensive for the Offeror.

The indicative timetable of the Offer is presented in paragraph 2.11 of the Offer Document.

As the Suez shares are admitted to trading on Euronext Brussels, the Offer will, in accordance with Article 4, §4 of the Belgian law of April 1, 2007 relating to takeover bids, be opened in Belgium. To this effect, the Offer Document has been acknowledged by the Belgian Authority for Financial Services and Markets in accordance with Article 20 of the aforementioned law.

2. INFORMATION REQUIRED UNDER ARTICLE 231-28 OF THE AMF GENERAL REGULATION

In accordance with the provisions of Article 231-28 of the AMF General Regulation, information relating in particular to the legal, financial and accounting characteristics of the Company are included in the Universal Registration Document, which incorporates elements of the Company's annual financial report for the year ended December 31, 2020, the Company's annual corporate and consolidated financial statements as at December 31, 2020 and the related statutory auditors' reports, which this document incorporates by reference.

These documents are available on the Company's website (www.suez.com) and can be obtained free of charge upon request to the Company (Tour CB 21, 16 place de l'Iris, 92040 Paris La Défense Cedex).

These documents are supplemented by the information set out below relating to significant events subsequent to the filing of the Universal Registration Document, and by press releases published and posted online by the Company since the filing of the Universal Registration Document.

3. INFORMATION ON EVENTS THAT HAVE OCCURRED SINCE THE PUBLICATION OF THE UNIVERSAL REGISTRATION DOCUMENT

3.1. Capital structure of the Company at the date of this document

As of the date of this document, the Company's share capital amounts to 2,557,356,896 euros divided into 639,339,224 fully paid-up ordinary shares of the same class.

To the best of the Company's knowledge and based on the latest available information, the

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