SEQUOIA 2015

What is SEQUOIA 2015?

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• Non-qualified employee stock purchase plan

• Eligible employees can become shareholders

• Opportunity to purchase shares of Veolia Environnement stock at a discounted price with a company match! • VE stock traded on Euronext Paris • Traded in Euros* (as of 9/15/15: €1 = $1.13) • Enrollment will be electronic or via paper

• Single offer • Next offering may be in 2017

*will be converted to USD

“In order to allow as many of you as possible to participate in this momentum and share in our future success, we are offering you the opportunity to become a Veolia Environnement Shareholder …” Antoine Frérot

Chairman and Chief Executive Officer

SEQUOIA 2015 Objectives

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• Offer discounted price exclusive to Veolia employees • Strengthen employees’ sense of belonging as owners of the company • Reach a subscription rate of at least 15% • Obtain 1/3 global employee shareholder rate in the near future • Share in Veolia’s future success

20 Participating Countries

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Represents approximately 120,000 eligible employees

Plan Design

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Ceiling of 25% of gross compensation

or €10,000, whichever is less

20% discount* 100% matching contribution up to €300 invested*

Minimum investment of €15**

5 year lock up period (with exceptions)

*Taxed at ordinary income at time of subscription **Subscription to purchase shares will be in U.S. dollars; however amount of payment must be converted

to Euros using the exchange rate published by the European Central Bank on November 3, 2015

€

For a personal contribution ≤ 300€

Initial investment at subscription is €150

Reference price: €20 Discount: 20% Subscription price (€20-20%): €16

Your investment request of €150 is rounded down to the nearest whole number of VE shares €150/€16 =9.375 9 shares X €16 = €144

6 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015

For a personal contribution ≤ 300€

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150€ 288€

This is the money that Veolia adds to your initial investment. For Sequoia, the matching contribution will double your personal contribution up to 300€

Veolia’s matching contribution Your personal contribution ≤ 300€

Your initial investment

150€

This is the money you want to invest. You may choose to utilize payroll deductions or submit a personal check as payment.

144€ 144€

Your investment request of 150€ is rounded down to the nearest whole number of Veolia Environnement shares and multiplied by the discounted price.

Veolia match

Plan Design Example < €300

Initial investment at subscription is €150 Reference price: €20 Discount: 20% Subscription price (€20-20%): €16

Your investment request of €150 is rounded down to the nearest whole number of VE shares € 150/€16 =9.375 9 shares X €16 = €144

€144 €144

Investment = €288

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Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015 Does not include tax implications

Plan Design Example < €300

At the end of the 5-year lock-up period

Reference price INCREASES 30% €20 + 30% = €26 Share price at redemption: €26

At the end of 5 years = €468

€234

Calculation: €234 = €26 x 9 shares

Calculation: €234 = €26 x 9 shares

Performance: +62.5%

€234

At the end of the 5-year lock-up period

Reference price FALLS 30%: €20 – 30% = €14 Share price at redemption: €14

At the end of 5 years = €252 Performance: -12.5%

€126 €126

Calculation: €126 = €14 x 9 shares

Calculation: €126 = €14 x 9 shares

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Plan Design Example > €300

Initial investment at subscription is €800 Reference price: €20 Discount: 20 % Subscription price (€20-20%): €16

Your investment request of €800 is rounded down to the nearest whole number of VE shares 800/€16 = 50 50 shares x €16 = €800 employee subscription

300/€16 = 18.75 18 shares x €16 = €288 company match

€800 €288

Investment = €1088

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Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015 Does not include tax implications

Plan Design Example > €300

At the end of the 5-year lock-up period

Reference price INCREASES 30% €20.0 + 30% = €26 Share price at redemption: €26

At the end of 5 years = €1768

€468

Calculation: €468 / €26 x 18 shares

Calculation: €1300 / €26 x 50 shares

Performance: +62.5%

€1300

At the end of the 5-year lock-up period

Reference price FALLS 30%: €20 – 30% = €14 Share price at redemption: €14

At the end of 5 years = €952 Performance: -12.5%

€252 €700

Calculation: €700 / €14 x 50 shares

Calculation: €252/ €14 x 18 shares

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Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 1

Initial investment at subscription is €300

Reference price: €20 Discount: 20 % Subscription price (€20-20%): €16 Exchange rate at purchase: €1 = $1.15

Your investment request of €300 is rounded down to the nearest whole number of VE shares 300/€16= 18.75 18 shares X €16 (employee cost) = €288

Ordinary income tax on discount and match = 25% 25% x (€72 euros (18 shares x €4 discount) + €300 (match)) = €93 or $106.95 (€93 x $1.15)

€288.00 or $331.20

€288.00 or $331.20

Investment = €288.00 or $331.20 + $106.95 (tax) = $438.15

12 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015

Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 1

At the end of the 5-year lock-up period

Reference price INCREASES 5%: Share price at redemption: €21.0 (+5%)

Exchange rate at redemption: €1 = $1.30 (+13%)

At the end of 5 yrs = €756 or $982.80 - $23.22 (capital gains tax) = $959.58

Performance: +119%

€378 or $491.40 €378 or $491.40

Calculation: €378 = €21.0 X 18 shares

$491.40 = €378 x 1.30

Calculation: €378 = €21 X 18 shares

$491.40 = €378 x 1.30

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Assume capital gains tax of 15% on gain of $1 ($982.80 (36 shares x €21 x $1.30) - $828 (36 shares x

€20*$1.15 ) * 15% = $23.22

Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 2

Initial investment at subscription is €300

Reference price: €20 Discount: 20% Subscription price (€20-20%): €16 Exchange rate at purchase: €1 = $1.15

Your investment request of €300 is rounded down to the nearest whole number of VE shares 300/€16 = 18.75 18 shares X €16 = €288

Ordinary income tax on match and discount = 25% 25% x (€72 euros (18 shares x €4 discount) + €300 (match)) = €93 or $106.95 (93 x 1.15)

€288 or $331.20

€288 or $331.20

Investment = €288 or $331.20 + $106.95 (tax) = $438.15

14 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015

Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 2

At the end of the 5-year lock-up period

Reference price INCREASES 5%: Share price at redemption: €21 Exchange rate at redemption: €1 = $1.00

At the end of 5 yrs = €756 or $756 - $5.40 (capital gains tax) = $750.60 Performance:

+71%

€378 or $378

€378 or $378

Calculation: €378 = €21.0 X 18 shares

$378 = €378 x $1.00

Calculation: €378 = €21 X 18 shares

$378 = €378 x $1.00

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Assume capital gains tax of 15% on gain of $36 = $5.40 ($414 (18 shares x € 20 x $1.15) - $378 (18 shares * €21*$1) x

15% = $5.40

Key dates

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Reservation (enrollment)

period

Sept. 18 – Oct. 5

Exchange rate set

Cancellation period

November 3 November 6 - 10

You are a shareholder

December 17 Subscription price

and exchange rate

announcement*

November 5

*see yourveoliabenefits.com or Sequoia’s dedicated website

Subscription kits

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• Mailed to employee homes on or around September 4 • Brochure • Supplement (aka Plan Document) • Reservation (enrollment) form

• Reservation can also be completed online • Cancellation form

• Dedicated internet site www.sequoia.veolia.com (password: sequoia2015)

• Available on September 18

• www.yourveoliabenefits.com

How To Participate

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• Eligible employees • All employees employed for 3 months as of November 10* except

• Union employees • Contract/temporary employees

• Simulator available on dedicated website

• www.sequoia.veolia.com (password: sequoia2015)

• Two ways to subscribe • Online at https://act.natixis.com/sequoia2015 • Via paper form mailed to home

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*Employees employed on or prior to August 10

Subscribe from September 18 to October 5, 2015

Paying for Your Subscription

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• Two methods of payment • Via payroll deduction

• Weeks of November 16, 23, 30, and December 7 • Biweekly paid - 2 payroll deductions • Weekly paid - 4 payroll deductions

• Via personal check

Cancellation Period

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• Subscription price will be announced on November 5, 2015

• Visit yourveoliabenefits.com or www.sequoia.veolia.com

• If you choose not to subscribe, you can cancel from November 6 to 10, 2015 by:

• Filling in and mailing the cancellation; • Via the internet site used for subscription

• https://act.natixis.com/sequoia2015

Be careful! The cancellation of your reservation

must be total and is irrevocable.

5 Year Lock-Up Provision

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Your investment is locked-up for 5 years with four exceptions: • Disability (as determined under Veolia’s long term disability program); • Death; • Termination of employment; or • Hardship* (as determined under the Veolia North America 401(k) Savings Plan, without

regard to the requirement to take a loan under such plan) • Medical care • Costs directly related to the purchase of the Participant’s principal residence (excluding mortgage

payments); • Payment of tuition and related educational fees for postsecondary education; • Payments necessary to prevent the eviction from the Participant’s principal residence or the foreclosure

on the mortgage of principal residence; • Funeral or burial expenses; • Expenses to repair damage to the Participant’s principal residence that would qualify for a casualty loss

deduction

*see VNA 401k Savings Plan Document for specific terms of hardship withdrawals

5 Year Lock-Up Provision

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As with other stocks, during this holding period, the financial value of your investment will continue to fluctuate according to the change in the Veolia Environnement share price and the exchange rate. Any dividends paid by Veolia Environnement will be paid directly to you.*

*Note both French and US tax treatment by reading the local US supplement or consulting your tax advisor.

What Happens if the Exchange Rate Changes?

• The value of Veolia Environnement shares is expressed in EUR (€).

• Changes in the exchange rate could affect the value or your investment either positively or negatively.

• The exchange rate set up by the European Central Bank on November 3, 2015 will be the exchange rate used for your subscription.

A usage interne exclusivement

At the end of 5 years…

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• Your invested assets in Sequoia 2015 will be available on December 17, 2020

• Upon the end of the 5 year lock-up period, you can: • Elect to keep your shares intact • Elect to sell all or part of your shares*

*Capital gains or losses will apply

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Questions?