Value of SUEZ The two groups have agreed on a price of 20.50 per SUEZ share (coupon attached) conditional upon the signature of the Combi- nation Agreement.

Scope of the new SUEZ The scope of the new SUEZ The new SUEZ would be made up of assets forming a coherent and sustainable group from an industrial and social standpoint, with real growth potential, with revenues of around 7 billion.

Its scope will be the municipal water and solid waste activities of SUEZ in France (including CIRSEE, the main research center in France), as well as the activities of SUEZ in particular in water and in the following geographies: Italy (including the stake in Acea), the Czech Republic, Africa (including Lydec), Central Asia, India, China, Australia, and the global digital and environmental activities (SES).

Share ownership The two groups proposed that the new SUEZ resulting from this agreement should be owned by a group of shareholders including financial partners from both groups (Meridiam GIP Caisse des Dépôts/CNP Assurances) and by employees. The majority of the shareholders of the new SUEZ will be French.

In order to guarantee the conditions for the long-term development of the new SUEZ: Its shareholders will have to subscribe to the social commitments for four years from the closing of the takeover bid;

Its shareholders will have to undertake to maintain their positions over the long term.

Commitments from Veolia The agreement: reiterates Veolia's social commitments for a period of four years after the signature of the offer.

with a view to the integration and mix of teams, describes commitments to be made by Veolia regarding the composition of the management teams at headquarters and in the countries.

A global agreement between SUEZ and Veolia - Veolia and SUEZ have signed a Combination Agreement between themselves and a Memorandum of Understanding with Meridiam GIP Caisse des Dépôts/ CNP Assurances for the acquisition of the new SUEZ. Its key points are as follows:

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