A significantly renewed Board of Direc- tors, with its skills strengthened in line with the SUEZ 2030 strategy. Changes were made to the composition of the Board of Directors during 2020, partly to reduce its size (with the Board contracting from 19 to 15 members fol- lowing the Annual Shareholders Gener- al Meeting of 12 May 2020) and partly due to the changes in the company s share ownership, leading to the departure of the Directors representing ENGIE.

These changes increased the Board s independence while providing addition- al skills, including senior management experience in large corporations, in ac- cordance with the criteria of the diversi- ty policy defined by the Board.

Philippe Varin s appointment at the Shareholders General Meeting on 12 May 2020, followed by his election to the role of Chair of the Board of Directors, brought to the Board the experience of a leading figure in the industrial world, while also placing it under the leadership of an in- dependent director for the first time. In addition, among the new Directors co-opted since the last Annual Share- holders General Meeting1,

Bertrand Meunier brings his skills and experience in financial, digital and cybersecurity matters, as he is Chairman of Atos and has spent most of his career in investment funds.

Jacques Richier, as Chair of the Board of Directors of Allianz France, brings in particular his knowledge of financial matters and risk management.

Philippe Petitcolin brings in particular his knowledge of the industrial world, as he has a long professional background in the industrial sector and was, until recently, Chief Executive Officer of the Safran Group.

Anthony R. Coscia has good knowl- edge of SUEZ s businesses, particularly in the United States, and, as a lawyer, has legal expertise skills that have been little represented to date.

A particularly sustained activity in 2020. This included:

monitoring the implementation of the Shaping SUEZ 2030 strategic plan, includ- ing a review of the asset rotation opera- tions (disposal of several Recycling and Recovery businesses in Northern and Central Europe and Australia, acquisition of holdings from the Group s partner in the companies SUEZ NWS Ltd and Derun Environnement in Asia etc.);

monitoring the company s position arising from the health crisis caused by the Covid-19 pandemic;

monitoring and reviewing the situa- tion related to Veolia s planned takeover of the Company and assessing the al- ternative offers proposed.

Four specialist committees. The Board of Directors is supported by four committees consisting solely of independent directors, apart from the directors representing employees and employee shareholders: the Audit and Financial Statements Committee, the Appointments, Compensation and Governance Committee, the Strategy Committee and the CSR, Innovation, Ethics, Water and Sustainable Planet Committee.

An ad hoc Committee was also established in August 2020, following Veolia s announcement of its intention to acquire 29.9% of the Company shareholders equity from ENGIE and then to take control of the Company. It is composed of Independent Directors and one Director representing employees and is respon- sible for reviewing, in particular, the transaction proposed by Veolia, as well as any alternative transactions considered, from the perspective of the corporate interests of all SUEZ stakeholders and creating value for all its shareholders.

1-The Annual Shareholders General Meeting on 22nd June 2021 will vote to ratify the co-opting of Anthony R Coscia, Bertrand Meunier, Philippe Petitcolin and Jacques Richier. If these resolutions are approved, the Board of Directors will have 14 members.

GO VE

RN AN

CE

The composition of the Board of Directors was extensively refreshed in 2020, taking into account the skills and profiles diversity policy defined by the Board itself. New leading figures joined the Board,

bringing their experience in the governance of large

corporations, their knowledge of the industrial and digital worlds and their skills in

finance and risk management. These changes also increase the

proportion of independent directors and maintain the

Board s international dimension.

Jacques Audibert Group General Secretary

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