Veolia Environnement : Creating the World Champion of Ecological Transformation - Présentation (in English)

Creating the World Champion of the Ecological Transformation

Leveraging unique industrial

and geographical complementarities

DISCLAIMER

Veolia Environnement is a corporation listed on the Euronext Paris. This document contains "forward-looking statements" within the meaning of the provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to: the risk of suffering reduced profits or losses as a result of intense competition, the risk that changes in energy prices and taxes may reduce Veolia Environnement's profits, the risk that governmental authorities could terminate or modify some of Veolia Environnement's contracts, the risk that acquisitions may not provide the benefits that Veolia Environnement hopes to achieve, the risks related to customary provisions of divesture transactions, the risk that Veolia Environnement's compliance with environmental laws may become more costly in the future, the risk that currency exchange rate fluctuations may negatively affect Veolia Environnement's financial results and the price of its shares, the risk that Veolia Environnement may incur environmental liability in connection with its past, present and future operations, as well as the other risks described in the documents Veolia Environnement has filed with the Autorités des Marchés Financiers (French securities regulator). Veolia Environnement does not undertake, nor does it have, any obligation to provide updates or to revise any forward-looking statements. Investors and security holders may obtain from Veolia Environnement a free copy of documents it filed (www.veolia.com) with the Autorités des Marchés Financiers.

This document contains "non‐GAAP financial measures". These "non‐GAAP financial measures" might be defined differently from similar financial measures made public by other groups and should not replace GAAP financial measures prepared pursuant to IFRS standards.

2

Creating the World Champion of the Ecological Transformation

Proposed transaction

VEOLIA PROPOSES TO ACQUIRE A 29.9% STAKE IN SUEZ

FROM ENGIE IN AN ALL-CASH TRANSACTION AT €15.5 PER SHARE

• If accepted by Engie, Veolia intends to subsequently launch a voluntary tender offer on Suez's remaining share capital

SIGNIFICANT PREMIUM OFFERING SUBSTANTIAL VALUE REALIZATION TO ALL SUEZ SHAREHOLDERS

✔ 49% premium on unaffected 3-month VWAP(1) and 50% on 30 July 2020 closing price

(1) As of 30 July 2020

3

Creating the World Champion of the Ecological Transformation

A transaction benefitting all stakeholders

A UNIQUE OPPORTUNITY TO CREATE THE WORLD LEADER OF THE ECOLOGICAL TRANFORMATION

• Climate Change emergency facing our planet and societies
• Become a leader of the European Green Deal and of other local environmental initiatives and green stimulus packages

1. UNIQUE COMPLEMENTARITY OF ASSETS, GEOGRAPHIES, KNOW-HOWS, TECHNOLOGIES AND CLIENTS

AN ACCELERATION OF THE EXECUTION OF BOTH GROUPS STRATEGIES

• Creating a combined entity able to offer better services to its clients
• Based on a strong cultural fit between Veolia and Suez, with high confidence in successful integration

A STRONG VALUE CREATION FOR ALL STAKEHOLDERS

• For clients : an innovative offering to accelerate our clients' environmental transition
• For employees : new expanding opportunities
• For shareholders : double-digit EPS accretion, while maintaining a solid investment grade rating

4