Notice of meeting Ordinary Shareholders’ Meeting 2021

Wednesday , June 30 , 2021 at 2:30 pm Tour CB21 16 place de l’Iris 92040 Paris La Défense Without the presence of shareholders CONTENTS

Message from the Chairman and the Chief Executive Officer ———————— 3

How do I participate in the Shareholders’ Meeting? —————————————— 4 • Who can take part in the Shareholders’ Meeting? 4 • Join us in our efforts for sustainable development 4 • What are the participation and voting proceeding? 5 • I will use the VOTACCESS website to vote online 5 • I will use the voting form 6

Overview —————————————————————————————————————————— 8

Agenda ——————————————————————————————————————————— 15

Reports to the Shareholders’ Meeting ——————————————————————— 16 • Board of Directors’ Report 16 • Presentation of the Board of Directors 31 • Statutory auditors’ report on related party agreements 38

Text of the draft resolutions —————————————————————————————— 40

Practical information —————————————————————————————————— 45 • Summary of key information 45 • How do I submit a written question? 45 • How do I obtain more information? 46 • Request for the sending of documents and information 47 • Form to opt for e-convocation 49 • Reply form to opt for e-convocation 49

Please visit us on www.suez.com

This document is a free translation of the French language Notice of Meeting and has been prepared for the information and convenience of English-speaking shareholders of SUEZ. No assurances are given as to the accuracy or completeness of this translation, and SUEZ assumes no responsibility with respect to this translation or any misstatement or omission that may be contained therein. In the event of any ambiguity or discrepancy between this translation and the French Notice of Meeting, the French version shall prevail.

2 Notice of meeting 2021 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER

Dear Madam/Sir, Dear Shareholder, On behalf of SUEZ, we are pleased to inform you that the Shareholders’ Meeting will take place on June 30 , 2021 at 2:30pm CET at the Company’s registered office at Tour CB21, 16 place de l’Iris, 92040 Paris-La Défense Cedex. Given the restrictions on movement and gatherings introduced in response to the health crisis, and in accordance with the legislative measures taken by the government, the Shareholders’ Meeting will be held behind closed doors although members of the Board of Directors will attend as currently authorized. We do, however, invite you Philippe VARIN to use other forms of participation either by assigning your proxy to the Meeting Chairman or by voting remotely (by postal ballot or electronically) so that you can vote on the draft resolutions submitted for your approval. SUEZ wants to ensure that this Meeting remains an opportunity for SUEZ and its shareholders to share information and exchange views, so it will be broadcast live on the Company’s website. We would also like to remind you that you can submit in writing any questions you may have to the Board of Directors. We will answer them during the Meeting. This Shareholders’ Meeting will present your Company’s results, its outlook, its governance structure and the merger agreements between SUEZ and Veolia. Our solid results for 2020 have shown the validity of our strategic decisions, and, moreover, were achieved in the unique circumstances of the COVID-19 pandemic. The commitment of our staff and our strong innovation have supported our commercial success and enabled us to deliver our essential services. We have significantly reduced our debt by making structural improvements to our cash generation, while the roll out of our performance plan has exceeded our expectations. In what remains a volatile situation due to the persistence of the pandemic and Veolia’s current tender offer, the Group has increased its operational efficiency in the first quarter thanks to the measures undertaken by our teams as part of the SUEZ 2030 strategic plan. I would like to take this opportunity to thank them for their commitment and determination. The solutions we provide to our clients are in demand everywhere and we have Bertrand CAMUS signed a number of major contracts this quarter. This excellent start to the year is further proof that SUEZ is well positioned to achieve its objectives for 2021. After receiving the approval of their respective Boards of Directors, SUEZ and Veolia signed a Combination Agreement on May 14. This agreement enables Veolia to acquire the strategic assets needed for its plans to build a global champion of ecological transformation, while ensuring a coherent and sustainable industrial and corporate footprint for the new SUEZ. We would like to thank you in advance for the trust you have placed in SUEZ and for giving your close consideration to the draft resolutions. Yours faithfully,

Philippe VARIN Bertrand CAMUS Chairman Chief Executive Officer

Notice of meeting 2021 3 H OW DO I PARTICIPATE IN THE SHAREHOLDERS’ MEETING?

Who can take part in the Shareholders’ Meeting?

Any shareholder of SUEZ may attend the Shareholders’ Meeting. To do • for REGISTERED shareholders: in the Company’s share register held so, you simply need to prove ownership of your Company shares on the by its representative, CACEIS Corporate Trust; second trading day prior to the Meeting, i.e. on Monday, June 28, 2021 • for BEARER shareholders: in securities accounts held by the authorized (1) at midnight (Paris time) , by the shares being listed in the name of the intermediary. Registration is evidenced by a shareholder certificate of shareholder or, in the case of a non-resident shareholder, in the name of the participation issued by the authorized intermediary. authorized intermediary listed under the shareholder’s account:

Join us in our efforts for sustainable development

SUEZ, by the very nature of its activities, meets the challenge of protecting By opting for e-convocation, you are choosing a simple, fast, secure, resources on a daily basis. and economical form of notification. By doing so, you are helping to This is why, for its Shareholders’ Meeting, SUEZ provides to all shareholders protect the environment in reducing our carbon impact by avoiding the with the necessary tools to help them join the Company in its sustainable printing and mailing of paper Notices of Meeting by post. development efforts: making documents relating to the Shareholders’ To opt for e-convocation for the Shareholders’ Meetings following the one Meeting available on the Company’s website, e-convocation and online voting. on June 30 , 2021, you can simply do one of the following: In addition, each year, SUEZ broadcasts the debates of the Shareholders’ • fill in the reply form found on the sheet of paper dedicated to Meeting on its website. e-convocation on page 49 of this Notice of Meeting (also available on the Company’s website: https://www.suez.com/en/Finance/Financial- Documents available on the Company’s website information/Annual-General-Meetings), sign and date it and return Documents relating to the Shareholders’ Meeting provided to the shareholders it to us as soon as possible using the prepaid envelope provided; or in accordance with the French Commercial Code can be viewed online or • log in directly to the “e-consent” section of the OLIS Actionnaire website downloaded on the Company website: https://www.suez.com/en/Finance/ (https://www.nomi.olisnet.com). Financial-information/Annual-General-Meetings. If you have already opted for e-convocation but are still receiving “paper” Opt for e-convocation documentation, it means that your request was incomplete or illegible. In this case, please resubmit your request by following the instructions above. Since 2010, SUEZ has offered its registered shareholders the opportunity to be e-convened, i.e. receiving their Notice of Meeting by email.

(1) If, after submitting your voting instructions, you sell any of your shares before midnight on June 28 , 2021 (Paris time), CACEIS Corporate Trust will consequently invalidate or modify your voting instructions accordingly. No sale or transaction executed after midnight on June 28, 2021 (Paris time), regardless of the means used, will be reported by the authorized intermediary or taken into consideration by CACEIS Corporate Trust.

4 Notice of meeting 2021 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER I will use the VOTACCESS website to vote online

What are the participation and voting proceeding?

In light of the Covid-19 epidemic, and in accordance with Article 4 of Shareholders have two ways to choose how they will participate in and ordinance no 2020-321 dated March 25, 2020 and published as part of vote at the Meeting: government measures to curb the spread of the virus, as amended by • use the online voting website VOTACCESS (follow the instructions o ordinance n 2020-1497 dated December 2, 2020 and extended by decree below); or n° 2021-255 dated March 9, 2021, SUEZ’s Board of Directors has decided that the Shareholders’ Meeting will be held without shareholders attending • use the voting form (follow the instructions on page s 6 and 7). in person. To exercise their voting rights, shareholders may choose between Due to the impossibility of personally participating in the General Meeting, the two following participation procedures: it is reminded that it will be broadcast live on the Company’s website • assign their proxy to the Meeting Chairman or to any other individual (www.suez.com) and that shareholders can ask, in writing, questions to or legal entity of their choice; the Board of Directors, which will be answered during the Meeting, to the extent possible, and, in any event, which will be the subject of a written • vote by postal ballot. answer published on the Company’s website (www.suez.com). The procedures for asking questions are described on page 45 of this Notice of Meeting.

I will use the VOTACCESS website to vote online

The VOTACCESS website will be open from June 9, 2021, 9:00 a.m. (Paris time) to June 29, 2021, 3:00 p.m. (Paris time). To access the website and assign a proxy to the Chairman or to any other individual or legal entity of their choice or to vote by remote ballot, follow the instructions below: If you are a REGISTERED shareholder: If you are a BEARER shareholder: • DIRECT REGISTERED shareholder: simply log in to the CACEIS • If your securities account-holding entity has signed up for the Corporate Trust’s OLIS Actionnaire website at https://www.nomi. VOTACCESS (1) website, you can, regardless of how many SUEZ shares olisnet.com, using the login and password that you are already using, you own, simply log in to your securities account-holding entity’s website and follow the instructions. Your connecting login will be noted on the with your usual access codes, click on the icon that appears on the line vote-by-postal ballot form or on the e-convocation. Once logged in, click corresponding to your SUEZ shares, and follow the directions on the on the “Vote Online” section and you will be automatically directed to screen to confirm your voting instructions. the VOTACCESS platform. • If your securities account-holding entity has not signed up for the • ADMINISTERED REGISTERED shareholder or EMPLOYEE shareholder: VOTACCESS website, you can, regardless of how many SUEZ shares you simply log in to CACEIS Corporate Trust’s OLIS Actionnaire website at own, submit your voting instructions to your financial intermediary who https://www.nomi.olisnet.com using the login noted on the voting will then send them to CACEIS Corporate Trust. form or the e-convocation. Once logged in, click on the “Vote Online” section and you will be automatically directed to the VOTACCESS platform.

(1) Access to the VOTACCESS website via the securities account-holding entity’s website may be subject to special terms of use defined by the entity. Bearer shareholders interested in this service should therefore contact their securities account-holding entity to find out its conditions of use.

Notice of meeting 2021 5 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER I will use the voting form

I will use the voting form

How do I receive the form?

Any shareholder can receive a voting form by post or by email if he or she has opted for e-convocation: • If you are a REGISTERED shareholder: CACEIS Corporate Trust has automatically sent you a voting form. • If you are a BEARER shareholder: the voting form is available at https://www.suez.com/en/Finance/Financial- information/Annual-General-Meetings or can be obtained upon written request from CACEIS Corporate Trust, Service Assemblées Générales, 14, rue Rouget-de-Lisle, 92862 Issy-les-Moulineaux Cedex 9, France, received no later than June 24 , 2021.

Choose how you want to participate

I will assign a proxy or I vote by postal ballot Select one of the three voting options below and follow the instructions in steps II, III and IV. You may choose to: 1 assign your proxy to the Meeting Chairman: if you do so, the Chairman will vote on your behalf in favor of every resolution presented or approved by the Board of Directors, and will vote against all other resolutions; 2 vote by postal ballot: in which case please fill in the form following the instructions in the box “I will vote by post”; or 3 appoint as proxy another individual or legal entity of your choice: indicating the first and last name and address of the person you are authorizing to vote on your behalf (1) .

Regardless of how you choose to vote, please vote as early as possible to facilitate the vote-counting process. Any shareholder who has already expressed his/her intention to vote remotely (by postal ballot or electronically) or submitted his/ her proxy form can then choose a different option later provided that their corresponding instructions reach the Company within a time-frame consistent with the procedures in place for each form of participation.

(1) You may also submit or revoke your proxy by sending an email to [email protected] specifying your first and last name and address and the first and last name and address of the authorized or revoked proxy, as well as (i) if you are a direct registered shareholder, your CACEIS Corporate Trust login; (ii) if you are a administered registered shareholder, your login available from your authorized intermediary; or (iii) if you are a bearer shareholder, your bank details as held by your authorized intermediary, on the understanding that you will be required to have your intermediary send written confirmation to CACEIS Corporate Trust on the third day prior to the Shareholders’ Meeting. Notifications of appointment or dismissal of proxies will be taken into consideration only if they have been duly filled in, signed, received and confirmed no later than D-4, i.e. by midnight CET on June 26, 2021. Furthermore, only notifications of appointment or dismissal of proxies may be sent to the above email address; any other requests or notifications concerning other matters will not be taken into consideration or processed.

6 Notice of meeting 2021 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER I will use the voting form

How do I fill in the form?

STEP I Opt for one of the three remote voting options 1, 2 or 3

2 1 3

STEP II STEP III Whichever ENTER HERE your surname, you’ve chosen, first name and address or SIGN AND DATE IT check that they are already HERE. accurately shown.

STEP IV Return your form • If you are a REGISTERED shareholder: your form must be returned in the attached pre-paid envelope and received no later than June 27 , 2021 by CACEIS Corporate Trust, Service Assemblées Générales, 14, rue Rouget-de-Lisle – 92862 Issy-les-Moulineaux Cedex 9, France. • If you are a BEARER shareholder: you must send the form to your authorized intermediary, who must then ensure that CACEIS Corporate Trust receives – by no later than June 27 , 2021 – your request for a voting form accompanied by the previously issued shareholder certificate of participation.

Whichever option you choose, please do not send your voting form directly to SUEZ.

Notice of meeting 2021 7 OVERVIEW 2020 Key figures Strong 2020 results and improved 2021 outlook underline the value creation of the SUEZ 2030 strategic plan.

€17,209m €2,815m €780m Revenue EBITDA EBIT -2.6% (1) -9.9% (1) -40.8% (1) -€228m €2,090m 3.5x Net income Gross cash flow Net debt/EBITDA Group share -26.8%

REVENUE BREAKDOWN BY SEGMENT

Water Recycling and Recovery Environmental Tech & Solutions Other (intercos)

39% 42% 20% -1%

(1) Organic growth.

8 Notice of meeting 2021 OVERVIEW Comments on activity and results

REVENUE BREAKDOWN BY GEOGRAPHICAL REGION

Europe

65%

12%

6% Asia Americas Pacific 86,195 Africa, employees around 18% Middle East, the world Central Asia

Comments on activity and results 2020 Highlights In 2020, the unprecedented global health situation did not hold back the International expansion gathering pace Group’s ability to win contracts. SUEZ has not only introduced its strategic plan “SUEZ 2030” but has also stepped up its rollout by prioritizing four areas: • Qatar – Management of all sanitation infrastructures in the watersheds industrial support, international expansion, innovation and selectiveness: of northern Qatar. A contract worth EUR 400 million and lasting 5 years with a possible 5-year extension. Industrial support is a market • Australia – Management of water and sanitation services in Adelaide, that is particularly promising, with contract wins the fifth largest city in the country. This new 5-year contract, with a worth EUR 1.7 billion in 2020 cumulative revenue of EUR 170 million, will start in July 2021. • In China – Construction and operation of a hazardous waste treatment • US – Renewal of the Springfield wastewater management contract for plant in Huaibei, with cumulative revenue of around EUR 700 million over a 20-year period. a 30-year period or another contract to recover hazardous waste from the • Asia – Design, engineering, equipment supply and services contracts automotive sector and customers of the industrial park, in partnership representing total revenue of almost EUR 92 million for the treatment with the SCIP industrial park and SAIC Motor. This 30-year contract of municipal and industrial wastewater in China and the Philippines. represents cumulative revenue estimated at about EUR 528 million.

Notice of meeting 2021 9 OVERVIEW Comments on activity and results

• Thailand – Commissioning of SUEZ’s first plastics recycling plant. This • ANOBI®: experimenting alongside Bouygues Construction with the first recycled polymer production project highlights the Group’s commitment digital assistant models for construction and industrial players. to preserving the country’s natural capital and building a more sustainable • Covid-19: introducing an offer that monitors the presence of SARS-CoV-2 future, while contributing to the Thai government’s ambitious 2030 goal in wastewater networks, including the detection of the British variant. of recycling 100% of collected plastics. Up and running in about 100 local communities in Spain, i.e. 13 million • India – Design, construction and 7-year operation of a drinking water inhabitants, and 100 local communities in France, i.e. 1.8 million production plant serving more than 10 million people in Bangalore and inhabitants. Also deployed in the UK, the US and Latin America. its suburbs. These contracts represent a total of EUR 60 million. • Uzbekistan – Updating and improving water services in the capital Tashkent. This 7-year contract represents cumulative revenue of Strong commercial momentum in France also EUR 142 million, including EUR 66 million for the Smart & Environmental • The Aix-Marseille-Provence metropolitan area – an 8-year-plus Solutions business. It will enable real-time monitoring of the Tashkent drinking water and sanitation contract in Istres Ouest-Provence. These water network and reduce water loss using advanced leak detection and contracts, generating cumulative revenue of EUR 98 million, will serve repair techniques. a population of nearly 100,000. • Brazil – Performance contract to reduce water loss in São Paulo. The • Dijon Métropole – Two contracts: aim is to reduce water loss by 25.5% with an investment of nearly – a 9-year drinking water and sanitation contract, with cumulative EUR 12 million over 5 years. revenue of almost EUR 288 million from April 1, 2021. These contracts will make up the first multiservice SEMOP (Société d’Economie Mixte à Continued reallocation of capital to businesses Opération Unique [Sole Operator Mixed-Economy Company]) in France; in keeping with the selective growth strategy – pre-collection and collection of household and similar waste for total After announcing the first wave of disposals in 2020 as part of its asset revenue of nearly EUR 70 million, for a 5-year term. rotation plan, the Group has begun 2021 with several strategic acquisitions: • Greater China – Acquisition of minority interests in SUEZ NWS and Increased numbers of environmental Suyu for approximately EUR 693 million. These acquisitions simplify the and health innovations Group’s business structure in the region. Upon completion of the deals, • Combin’air: installation at Poissy (Île-de-France region) of the first SUEZ will hold 100% of both SUEZ NWS and Suyu. air treatment system to improve air quality in schools and protect the • New York – Finalization of the Heritage Hills Water Works youngest pupils, who are particularly vulnerable to air pollution. Corporation acquisition and the Heritage Hills Sewage Works • On Connect: roll-out of a new digital solution with the RATP Group Corporation acquisition for an overall total of over EUR 7 million. SUEZ to optimize and reduce the water and energy consumption of its entire will serve more than 500,000 people through its owned and operated network and asset base. water systems in five New York counties, including 200,000 people in Westchester, thereby expanding its activities in North America. • CircularChain: launch of the circular economy blockchain to support the agricultural transition. This technology marks another step in • Spain – Acquisition of the 33.4% stake of Itochu Group in Canaragua SUEZ’s pioneering strategy focusing on organic waste management and for around EUR 37 million. SUEZ now owns 100% of Canaragua. digitalization.

10 Notice of meeting 2021 OVERVIEW Comments on activity and results

2020 Results

Key figures for full year 2020

December 31, December 31, Organic Variation in millions of euros 2019 2020 Gross variation variation at constant forex Revenue 18,015 17,209 -4.5% -2.6% -2.8% EBITDA 3,220 2,815 -12.6% -9.9% -10.2% EBITDA/Revenue 17.9% 16.4% EBIT 1,408 780 -44.6% -40.8% -41.0% EBIT/Revenue 7.8% 4.5% Net income Group share 352 -228 Recurring net income Group share 350 -38

In terms of EBITDA and EBIT, the Group booked -EUR 98 million and mainly linked to the additional costs of doing business during the pandemic, -EUR 303 million respectively in estimated costs and provisions associated risks linked to business interruption in, for example, construction activities with the business conditions in 2020, including the pandemic. These are and the potential impacts of increased payment defaults. in millions of euros December 31, 2019 December 31, 2020 Gross variation Gross cash flow 2,857 2,090 -26.8% Capex (a) (1,417) (1,324) -6.6% Working capital requirement (153) 202 N/A Net debt (b) 10,151 9,749 -4.0% Net debt/EBITDA (b) 3.2× 3.5× +0.3× (a) Development capex and maintenance capex. (b) Including EUR 138 million in debt related to activities slated for disposal in 2020, to be finalized in H1 2021.

Covid-19 Revenue The development of the Covid-19 pandemic prompted most governments to The Group posted revenue of EUR 17,209 million at December 31, 2020, introduce strict lockdown measures, particularly during the first half of the down -EUR 806 million vs. December 31, 2019. This contraction in activity year, which strongly impacted the economies of the countries where SUEZ can be broken down as follows: operates. The second half of the year saw the continuation and reappearance • an organic decline of -2.6% (-EUR 477 million), reflecting a contraction of some of these measures in many regions, although they affected these in volumes in the context of Covid-19 in the first half (-4.5% organic economies to a lesser extent. Thus, the second half of the year saw business change in revenue) and solid operational execution in the second half gradually return to close to historical levels, in a still volatile environment. against a backdrop of recovery (-0.9% organic change); Across the entire Group, lockdown measures have resulted in a decline in • a scope effect of -0.2% (-EUR 35 million); tourist activity and in turn water consumption, less commercial and industrial waste to be treated, the temporary halt of infrastructure construction • forex change of -1.6% (-EUR 295 million) due in particular to the activities and SUEZ teams being unable to access customer sites to provide depreciation of the Chilean peso (-EUR 93 million), the US dollar scheduled services. (-EUR 41 million), the Australian dollar (-EUR 29 million) and the Brazilian real (-EUR 36 million) vs. the euro. Essential and vital public services were ensured in all regions. The Group has taken all the necessary measures to ensure its staff and subcontractors carry out their work in complete safety without jeopardizing the safety of customers.

Notice of meeting 2021 11 OVERVIEW Comments on activity and results

Operational performance Cash flow EBITDA came to EUR 2,815 million for 2020. This includes -EUR 98 million In 2020, recurring free cash flow was EUR 69 million, vs. EUR 127 million in costs and provisions related to the economic climate, including the in 2019. The change in working capital requirement amounted to pandemic. This equates to an organic decline of 9.9%. Currency effects EUR 202 million in 2020, vs. -EUR 153 million in 2019, reflecting a were unfavorable, at -EUR 78 million. structural improvement over the year stemming from actions taken notably EBIT came out at EUR 780 million. This includes -EUR 303 million in costs in France and at WTS. and provisions related to the economic climate, including the pandemic and Capital expenditure amounted to EUR 1,324 million in 2020, reflected an organic contraction of -42.2%. Forex impacts were unfavorable, vs. EUR 1,417 million in 2019. This breaks down into EUR 579 million of at -EUR 50 million. maintenance capex and EUR 745 million of development capex. Additional investments were made in the second half thanks to structurally improved Net income Group share cash flow generation. Over 2020, the Group booked one-off expenses related to execution of the Shaping SUEZ 2030 strategic plan for -EUR 396 million, which is Net debt part of the EUR 500 million-EUR 700 million indicated when the strategic Net debt was EUR 9,749 million at December 31, 2020 before reclassification plan was presented in October 2019. of assets and liabilities associated with assets held for sale (1) (IFRS 5), Net financial income stood at -EUR 441 million for FY2020, vs. EUR 10,151 million at December 31, 2019, down -EUR 403 million. vs. -EUR 514 million in 2019. This includes income from disposals of EUR 423 million. Corporate income tax was -EUR 154 million for 2020. In 2019, corporate After the impact of IFRS 5, net debt came to EUR 9,611 million. income tax came to -EUR 340 million. The debt ratio stood at 3.5× EBITDA at constant scope (before the impact Minority interests stood at EUR 154 million in 2020, compared with of IFRS 5). EUR 257 million in 2019. Net income Group share amounted to -EUR 228 million in 2020, compared with EUR 352 million in 2019. Restated for non-recurring items, net income Group share was -EUR 38 million in 2020, representing recurring earnings per share of -EUR 0.06.

Performance by segment

Water

Organic Variation in millions of euros 2019 2020 Gross variation variation at constant forex Full-year revenue 7,151 6,817 -4.7% -2.9% -2.7% Full-year EBITDA 1,788 1,596 -10.7% -7.5% -7.2% Full-year EBIT 923 564 -38.9% -35.1% -34.2% H2 revenue 3,811 3,623 -4.9% -2.7% -2.6% H2 EBITDA 935 915 -2.2% +0.6% +1.0% H2 EBIT 491 456 -7.1% -4.9% -3.4%

The Water segment posted revenue of EUR 3,623 million in the second half respectively. This trend is due to limited tourist activity in both countries, of 2020, down -2.7% on an organic basis (-EUR 103 million). Over the period, partly offset by favorable weather conditions over the summer. Tariffs revenue contracted organically by -1.7% in Q3 and -3.3% in Q4. remain slightly positive, up +0.1% in France and +0.3% in Spain, where • Europe saw organic contraction of -1.0% (-EUR 20 million) in second they include the -4.95% reduction introduced by the Barcelona regional half 2020. Volumes in France and Spain fell by -0.5% and -3.1% authorities since January 1, 2020.

(1) Recycling and Recovery activities (excluding plastics and hazardous waste recycling) in the Netherlands, Luxembourg, Germany and Poland, and OSIS.

12 Notice of meeting 2021 OVERVIEW Comments on activity and results

• The Americas region saw an organic contraction of -4.5% exception of Macao, where limited tourist activity continued to weigh on (-EUR 42 million). The positive trend in the US continued in the second water volumes sold. half of the year, with a +2.1% increase in water volumes sold, notably • The AMECA region reported an organic contraction of -9.6% boosted by favorable weather conditions. Latin America was affected (-EUR 47 million). Performance in the second half was hit by operational in the second half by the maintenance of strict lockdown measures. In disruptions linked to the Covid-19 pandemic as well as phasing effects Chile, the positive tariff trend of +2.3% did not fully offset the -2.4% on main construction activities Africa. decline in volumes. The segment posted an organic decline in EBIT of -4.9% (-EUR 24 million) • The Asia-Pacific region posted organic growth of +1.9% (+EUR 6 million). to EUR 456 million in the second half. Second half figures were buoyed by a good recovery in activity, with the Recycling and Recovery

Organic Variation in millions of euros 2019 2020 Gross variation variation at constant forex Full-year revenue 7,566 7,256 -4.1% -2.7% -3.3% Full-year EBITDA 1,067 937 -12.2% -10.1% -11.3% Full-year EBIT 411 275 -33.0% -29.4% -31.7% H2 revenue 3,874 3,848 -0.7% +1.0% +0.3% H2 EBITDA 546 512 -6.2% -4.1% -5.3% H2 EBIT 201 205 +2.1% +6.0% +3.8%

The Recycling & Recovery segment reported revenue of EUR 3,848 million in assets led to an increase in treated waste volumes (+7.5%) despite higher H2 2020, representing organic growth of +1.0% (+EUR 39 million). Over the volatility seen in Q4, particularly for industrial and commercial customers. period, revenue grew by +0.6% organically in Q3 followed by +1.8% in Q4. • The Asia-Pacific region posted organic revenue growth of +0.3% Treated waste volumes in the second half were down -1.0% compared with (+EUR 1 million). The marked recovery in activity, with treated waste 2019, in a context of continued restrictive measures in many countries volumes comparable to historical levels, helped offset weak price trends where SUEZ operates. in the second half. • In Europe, organic revenue growth increased by +1.4% (+EUR 45 million) • The AMECA region posted an organic decline of -12.7% (-EUR 6 million) in the second half of 2020. This performance was achieved thanks to while the Americas region was down -5.8% (-EUR 2 million). solid pricing trends, notably in France, and a gradual improvement in The segment posted organic EBIT growth of +6.0% (+EUR 12 million), which treated waste volumes: these contracted by -3.6% in France in H2. In the came to EUR 205 million in the second half of the year. United Kingdom, optimized management of the saturation of treatment Environmental Tech & Solutions

Organic Variation in millions of euros 2019 2020 Gross variation variation at constant forex Full-year revenue 3,693 3,485 -5.6% -2.8% -3.1% Full-year EBITDA 435 386 -11.2% -9.4% -9.8% Full-year EBIT 217 100 -53.7% -51.6% -52.7% H2 revenue 1,987 1,819 -8.4% -3.7% -4.1% H2 EBITDA 249 247 -0.8% +1.2% +1.0% H2 EBIT 136 114 -16.3% -16.4% -16.4%

Notice of meeting 2021 13 OVERVIEW Comments on activity and results

Environmental Tech & Solutions posted revenue of EUR 1,819 million in H2 • Revenue in the Americas slipped organically by -6.8% (-EUR 57 million), 2020, down -3.7% organically (-EUR 74 million). Revenue grew by +1.6% mainly reflecting in the case of WTS a challenging comparison basis and organically in Q3 then contracted -6.7% organically in Q4. the more selective approach to new contracts in Q4. In the second half of 2020, WTS reported revenue down -3.8% on an • Europe saw an organic contraction of -3.7% (-EUR 29 million). SES was organic basis to EUR 1,269 million, notably due to a challenging comparison affected particularly in the United Kingdom by the disruption of on-site basis and a more selective approach to new contracts, particularly for activities due to lockdown measures. the project activity at ES and products activity at CMS. SES reported an • The Asia-Pacific region posted organic growth of 3.9% (+EUR 11 million). organic contraction of -1.8% to EUR 268 million. Despite a solid level of The hazardous waste business in China benefited from new treatment business, particularly in Q4 with the strong activity in digital and smart capacities and SES was buoyed by strong momentum, notably in the metering solutions, performance continued to suffer from disruptions in laboratory business. on-site activities and delays in the awarding of contracts due to the health crisis. The hazardous waste business reported organic growth of +3.2% to • The AMECA region recorded organic growth of +1.4% (+EUR 1 million). EUR 307 million, thanks to a recovery in business in the second half and The segment posted an organic EBIT decline of -16.4% (-EUR 22 million) the commissioning of new treatment capacity in Asia. in H2 2020.

2021 Outlook

This solid set of results for 2020 enable SUEZ to improve its financial outlook On April 12, 2021, Veolia and SUEZ announced that their respective boards of and to affirm its confidence in its ability to create value for its shareholders, directors reached an agreement in principle on the main terms and conditions employees and customers in order to preserve the vital resources of the of a merger between the two groups. The two groups agreed on a takeover planet. bid price by Veolia for SUEZ of €20.50 per SUEZ share (coupon attached), The Group’s targets and outlook for 2021 have therefore improved (1) as subject to the conclusion of a definitive agreement. follows: Veolia and SUEZ have signed a Combination Agreement on May 14, 2021, and • revenue exceeding EUR 16 billion with a return to organic growth; following approval by their respective Boards of Directors, confirming the terms of the agreement in principle to merge concluded on April 11, 2021. • EBIT between EUR 1.4 billion and EUR 1.6 billion; This agreement enables Veolia to acquire the strategic assets needed to • recurring earnings per share between EUR 0.80 and EUR 0.85; pursue its plan of building a global champion in ecological transformation, • recurring free cash flow above EUR 500 million. with revenues of around €37 billion, through the SUEZ takeover bid, at an acquisition price per share of the SUEZ Group raised to €20.50 (cum dividend), Merger of Veolia and SUEZ and reiterates the social commitments made by Veolia. On August 30, 2020, Veolia Environnement (Veolia) announced that it had Veolia and SUEZ welcomed the offer submitted by a Consortium of investors submitted a binding offer to ENGIE for 29.9% of the shares of SUEZ, at a price composed of GIP, Meridiam and the Caisse des Dépôts et Consignations of €15.50 per share. It also announced its intention, if the offer was accepted (including CNP Assurances) and signed with this Consortium a Memorandum by ENGIE, to launch a takeover bid for the remaining shares of the Company. of Understanding with a view to creating a new SUEZ made up of assets forming a coherent and sustainable group from an industrial and social point Veolia acquired 29.9% of the share capital of SUEZ from Engie on October 5, of view, with real growth potential, with revenues of around €7 billion and 2020, at a price of €18 per share. comprising SUEZ’ Water and Recycling & Recovery businesses in France Subsequently, on February 8, 2021, Veolia sent a “ draft offer document” to as well as international assets. The Consortium offer also provides for the the Autorité des Marchés Financiers, confirming its proposed takeover bid presence of employee shareholders within the new SUEZ. at a price of €18 per share, coupon attached.

(1) Assuming constant FX and commodity prices and no return to a generalized, region-wide lockdown.

14 Notice of meeting 2021 AGENDA Resolutions to be submitted to the Ordinary Shareholders’ Meeting

1. Approval of the financial statements for the fiscal year ended December 31, 2020 2. Approval of the consolidated financial statements for the fiscal year ended December 31, 2020 3. Allocation of the net income for the fiscal year ended December 31, 2020 and determination of the dividend 4. Ratification of the cooptation of Mr. Bertrand Meunier as Director 5. Ratification of the cooptation of Mr. Jacques Richier as Director 6. Ratification of the cooptation of Mr. Anthony R. Coscia as Director 7. Ratification of the cooptation of Mr. Philippe Petitcolin as Director 8. Approval of the Statutory Auditors’ Special Report on related-party agreements governed by Articles L. 225-38 et seq. of the French Commercial Code 9. Vote on the information relating to the compensation of corporate officers for 2020 as set out in Article L. 22-10-9 of the French Commercial Code 10. Vote on the elements of compensation due or awarded in fiscal year 2020 to Mr. Jean-Louis Chaussade, Chairman of the Board of Directors, for the period running from January 1 to May 12, 2020 11. Vote on the compensation due or awarded in fiscal year 2020 to Mr. Philippe Varin, Chairman of the Board of Directors, for the period running from May 12 to December 31, 2020 12. Vote on the elements of compensation due or awarded for fiscal year 2020 to Mr. Bertrand Camus, Chief Executive Officer 13. Vote on the compensation policy applicable to the Chairman of the Board of Directors for fiscal year 2021 14. Vote on the compensation policy applicable to the Chief Executive Officer for fiscal year 2021 15. Vote on the compensation policy applicable to Directors for fiscal year 2021 16. Delegation of powers for formalities

Notice of meeting 2021 15 REPORTS TO THE SHAREHOLDERS’ MEETING

Board of Directors’ Report

Sixteen resolutions are submitted to your approval. All are to be submitted to the Ordinary Shareholders’ Meeting.

(Resolutions 1 and 2) The Board of Directors asks the Shareholders’ Meeting to set the dividend for fiscal year 2020 at EUR 0.65 per share, representing a Approval of the annual and consolidated financial statements total pay-out (based on 628,362,579 shares comprising the Company’s share for the fiscal year ended December 31, 2020 capital at December 31, 2020) of EUR 408,435,676.35. This dividend amount The Shareholders’ Meeting is asked to approve the Company’s financial will be taken entirely from net income and retained earnings. The Board of statements for the fiscal year ended December 31, 2020, as well as the Directors resolves to allocate the distributable income of EUR 952,494,362.23 transactions reflected in those statements. as follows: These financial statements show a net income of EUR 246,143,041.04. A dividend of EUR 0.65 per share The Shareholders’ Meeting is also asked to approve the consolidated financial with respect to fiscal year 2020 EUR 408,435,676.35 statements for the fiscal year ended December 31, 2020, which show a Retained earnings EUR 544,058,685.88 net income, Group share, of EUR -228 million, as well as the transactions reflected in those statements. The Board of Directors draws your attention to the fact that the final amount paid out will take into account the number of existing shares and the number (Resolution 3) of treasury shares held by the Company at the time the dividend is paid Allocation of the net income for the fiscal year ended out which, in accordance with Article L. 225-210 of the French Commercial December 31, 2020 and determination of the dividend Code, have no entitlement to the dividend. When the dividend is paid out to individuals residing in France for tax Distributable income at December 31, 2020 amounts to EUR 952,494,362.23 purposes, it is subject to a single flat-rate deduction at source, applied to and consists of the net income for fiscal year 2020 of EUR 246,143,041.04 the gross amount, of 30% comprising social security contributions at the plus previously retained earnings of EUR 706,351,321.19. overall rate of 17.2% and flat-rate income tax at a rate of 12.8% (unless Note that, in accordance with Article L. 232 -10 of the French Commercial they have chosen the annual option to apply the progressive tax scale to Code, no allocation to the legal reserve has been proposed, as it currently investment income). represents 10% of the share capital. The ex-dividend date will be July 6, 2021 with payment on July 8, 2021.

16 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

(Resolutions 4 to 7) • forty-five percent women (not counting Directors appointed on the Composition of the Board of Directors recommendation of employees and employee shareholders, in accordance with the proportion required by law); The Board of Directors underwent an extensive shake-up in 2020. In line • five Directors of foreign nationality, with five different nationalities with the findings of the assessment of the operation of the Board and represented. the committees conducted in early 2020, the 2020 Shareholders’ Meeting resolved to significantly reduce the size of the Board. It now has 14 members The new Directors who joined the Board have complementary backgrounds compared to 19 on December 31, 2019. Further changes occurred later on and their skills and experience are in line with the Board’s diversity policy. as a result of changes in the ownership of the Company in the second half (please refer to chapter 14 of the 2020 Universal Registration Document). of 2020. A number of top Directors then joined the Board, resulting in the current membership of: • nine Independent Directors (i.e. 82% of its members, not counting Directors appointed on the proposal of employees and employee shareholders, in accordance with the recommendations of the AFEP- MEDEF Code); The changes that have occurred since the 2020 Shareholders’ Meeting are listed below:

Directors who have left the Board of Directors Gérard Mestrallet May 12, 2020 Expiry of term of office (non-independent) Jean-Louis Chaussade May 12, 2020 Expiry of term of office (non-independent) Nicolas Bazire May 12, 2020 Resignation (loss of independent status due to having been a Director of the Company for more than 12 years) (independent) Guillaume Pepy May 12, 2020 Resignation (loss of independent status due to having been a Director of the Company for more than 12 years) (independent) Pierre Mongin May 12, 2020 Resignation (no longer at Engie) (non-independent) Francesco Caltagirone October 16, 2020 Resignation (end of the lock-up period of the shares held by the Caltagirone Group) (independent) Isidro Fainé Casas October 21, 2020 Resignation (personal reasons) (non-independent) Franck Bruel November 26, 2020 Resignation (sale by Engie to Veolia of 29.9% of the Company’s share capital) (non-independent) Judith Hartmann November 26, 2020 Resignation (sale by Engie to Veolia of 29.9% of the Company’s share capital) (non-independent) Isabelle Kocher January 1, 2021 Resignation (personal reasons) (non-independent) Directors who have joined the Board of Directors Philippe Varin May 12, 2020 Appointment by the Shareholders’ Meeting (independent) Bertrand Meunier October 27, 2020 Cooptation by the Board of Directors (subject to ratification at the Shareholders’ Meeting of June 30 , 2021) (independent) Jacques Richier October 27, 2020 Cooptation by the Board of Directors (subject to ratification at the Shareholders’ Meeting of June 30 , 2021) (independent) Anthony R. Coscia December 18, 2020 Cooptation by the Board of Directors (subject to ratification at the Shareholders’ Meeting of June 30 , 2021) (non-independent) Philippe Petitcolin February 1, 2021 Cooptation by the Board of Directors (subject to ratification at the Shareholders’ Meeting of June 30 , 2021) (independent)

Notice of meeting 2021 17 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

The Shareholders’ Meeting is therefore asked, pursuant to Resolutions 4, 5, Their respective biographies can be found on pages 36 and 37 of this Notice 6 and 7, to ratify the cooptation as Directors of Messrs. Bertrand Meunier, of Meeting. Jacques Richier, Anthony R. Coscia and Philippe Petitcolin.

Ratification of cooptation subject to approval Status Board of Directors’ selection criteria Bertrand Meunier Independent Director • Financial and M&A experience, from his career in the field of private equity. • Digital experience (current Chairman of Atos), which is particularly relevant given that the digital transformation is an important strand of the Shaping SUEZ 2030 strategy and the Group intends to be at the heart of the new water and waste e-economy. Mr. Meunier also brings experience in cyber-risk, a significant threat for the Group, whose IT systems are critical in supporting its business processes across the board. • Greater international representation (dual French-UK nationality). • Necessary availability to participate regularly and actively in the Board’s work, factoring in his duties as non-executive Chairman of Atos. Jacques Richier Independent Director • Operational and governance experience as a senior executive of a major company. • Experience in risk management (Chairman of Allianz), a considerable asset during a health crisis. • IT and digital knowledge, developed during his career at AZUR. • Necessary availability factoring in his non-executive duties at Allianz France. • No other corporate offices in listed companies. Anthony R. Coscia Non-independent Director • Wide knowledge of the Group’s businesses. (Chairman of the Board of • Legal experience (lawyer), a new set of skills on the Board. Suez North America since • Reflects the Group’s geographic footprint (US nationality): SUEZ owns 40% of its assets 2013, a US subsidiary of in the United States. the Group) • Knowledge of the new US administration. Philippe Petitcolin Independent Director • Extensive knowledge of the industrial world, with a long professional career in the sector. • Experience as a senior executive of a large group (Chief Executive Officer of Safran until December 2020). • Necessary availability (two other non-executive corporate offices in listed companies).

The Board conducted the necessary due diligence to ensure that Bertrand The agreement entered into between the Company, Agbar and Criteria Caixa Meunier, Jacques Richier and Philippe Petitcolin had no conflicts of interest continued during the fiscal year but lost its regulated status in 2020 owing and could be considered independent based on the criteria in the AFEP- to the departure from the Company of Mr. Jean-Louis Chaussade, who was MEDEF Code. also a Director of Criteria Caixa.

(Resolution 8) (Resolutions 9 to 15) Approval of the Statutory Auditors’ Special Report Compensation of corporate officers (“Say on Pay”) The Shareholders’ Meeting is asked to approve the Statutory Auditors’ Pursuant to Article L. 22-10-34 of the French Commercial Code, the elements Special Report on related-party agreements, it being specified that no new of compensation and benefits of all kinds paid in or awarded in respect related-party agreement was authorized by the Board of Directors during of the past fiscal year to each corporate officer of the Company must be fiscal year 2020. submitted to shareholders for their approval under separate resolutions for The shareholders are also asked to acknowledge that only the amendment each of them. Payment of variable elements of compensation is subject to to the syndicated loan agreement that the Company signed with banking the Shareholders’ Meeting’s approval. establishments on April 19, 2019, securing adequate liquidity for the Company The following elements are thus submitted to shareholders for approval: in favorable market conditions, previously entered into and approved by the • compensation paid in fiscal year 2020 or awarded in respect of that Shareholders’ Meeting of May 12, 2020 pursuant to Resolution 10, and year to Mr. Jean-Louis Chaussade, in his capacity as Chairman of the referred to in that report, continued during the past fiscal year. Board of Directors, for the period running from January 1 to May 12, 2020 (Resolution 10);

18 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

• compensation paid in fiscal year 2020 or awarded in respect of that For the record, these elements were paid or awarded in accordance with the year to Mr. Philippe Varin, in his capacity as Chairman of the Board of compensation policy approved by 99.91% of shareholders at the Shareholders’ Directors, for the period running from May 12 to December 31, 2020 Meeting of May 12, 2020. (Resolution 11); Mr. Jean-Louis Chaussade’s compensation pertaining to his term of office as • compensation paid in fiscal year 2020 or awarded in respect of that Chairman of the Board of Directors for the period running from January 1 to year to Mr. Bertrand Camus, in his capacity as Chief Executive Officer May 12, 2020 amounts to EUR 91,398, corresponding to fixed compensation (Resolution 12). on an annual basis of EUR 250,000, plus the use of a company car, a benefit In accordance with Article L. 22-10-8 of the French Commercial Code, the valued at EUR 7,070, for the same period. compensation policy applicable to corporate officers for fiscal year 2021 must The Board of Directors also decided that Mr. Jean-Louis Chaussade would also be submitted to the Shareholders’ Meeting for approval. be given access to logistical resources (office, assistant, company car and The following elements are thus submitted to shareholders for approval: chauffeur) on completion of his term of office and for a period of five years. • the compensation policy for the Chairman of the Board of Directors for Vote on the elements of the 2020 compensation of Mr. Philippe Varin, fiscal year 2021 (Resolution 13); Chairman of the Board of Directors (Resolution 11) • the compensation policy for the Chief Executive Officer for fiscal year Pursuant to Article L. 22-10-34 of the French Commercial Code, the 2021 (Resolution 14); Shareholders’ Meeting of June 30, 2021 will be asked to approve the • the compensation policy for Directors for fiscal year 2021 (Resolution 15). elements of compensation paid in fiscal year 2020 or awarded in respect of that year to Mr. Philippe Varin, Chairman of the Board of Directors since Lastly, the Shareholders’ Meeting is asked to approve a single proposed May 12, 2020. resolution regarding the information referred to in Article L. 22-10-9 of the French Commercial Code about the 2020 compensation of each of the For the record, these elements were paid or awarded in accordance with the corporate officers (including Directors) and the pay ratios between the compensation policy approved by 99.54% of shareholders at the Shareholders’ compensation of corporate officers (excluding Directors) and the average Meeting of May 12, 2020. and median compensation of Company employees. Resolution 9 will thus Mr. Philippe Varin’s compensation pertaining to his term of office as Chairman be submitted to shareholders for approval. of the Board of Directors for the period running from May 12 to December 31, Shareholders are reminded that all the information relating to compensation 2020 amounts to EUR 238,911, corresponding to fixed compensation on an of the Company’s corporate officers is presented in the Corporate Governance annual basis of EUR 375,000, plus the use of a company car, a benefit valued Report referred to in Article L. 225-37 of the French Commercial Code at EUR 3,008, for the same period. that appears in section 13 of the Company’s 2020 Universal Registration Document. COMPENSATION OF THE CHIEF EXECUTIVE OFFICER FOR 2020 Vote on the elements of the 2020 compensation of the Chief Executive COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Officer (Resolution 12) FOR 2020 Pursuant to Article L. 22-10-34 of the French Commercial Code, the Vote on the elements of the 2020 compensation of Mr. Jean-Louis Shareholders’ Meeting of June 30, 2021 will be asked to approve the Chaussade, Chairman of the Board of Directors (Resolution 10) elements of compensation paid in fiscal year 2020 or awarded in respect of Pursuant to Article L. 22-10-34 of the French Commercial Code, the that year to Mr. Bertrand Camus, Chief Executive Officer, in accordance with Shareholders’ Meeting of June 30, 2021 will be asked to approve the the compensation policies previously approved by the Shareholders’ Meeting. elements of compensation paid in fiscal year 2020 or awarded in respect of that year to Mr. Jean-Louis Chaussade, in his capacity as Chairman of the Board of Directors, for the period running from January 1 to May 12, 2020.

Notice of meeting 2021 19 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

Under Resolution 12, the Shareholders’ Meeting is asked to approve the following elements of compensation paid in fiscal year 2020 or awarded in respect of that year to Mr. Bertrand Camus, Chief Executive Officer:

Elements of compensation Amounts awarded for submitted for Amounts paid in the past fiscal year or approval the past fiscal year accounting value Description Fixed compensation EUR 718,750 EUR 750,000 This is the annual gross fixed compensation for fiscal year 2020. This compensation has remained unchanged since 2009. Under the solidarity measures implemented by the Company in response to the Covid-19 pandemic, the Chief Executive Officer donated one quarter of his fixed compensation during the first lockdown period (April and May) to the Pasteur Institute and Unicef to finance research activities and support for carers during the crisis. Annual variable EUR 510,283 EUR 870,150 The amount of EUR 510,283 refers to the annual variable compensation awarded for compensation fiscal year 2019 and paid in 2020. This amount was calculated on a pro rata basis for the period running from May 14, 2019, the date on which Mr. Bertrand Camus took office as Chief Executive Officer, to December 31, 2019. Payment of this amount was approved at the Shareholders’ Meeting of May 12, 2020. The amount of EUR 870,150 corresponds to Bertrand Camus’ annual variable compensation for 2020, as decided by the Board of Directors at its meeting of February 24, 2021, on the recommendation of the Appointments, Compensation and Governance Committee. This compensation represents 116% of the fixed portion of his compensation. Note that Bertrand Camus was not present when the Board of Directors decided on his compensation. Bertrand Camus’ variable compensation may vary between 0% and 150% of the fixed portion of his compensation and was determined on the basis of: • quantifiable criteria, determined in line with the objectives and forecasts released to the market. These criteria account for 75% of the overall weighting of the variable portion and relate to EBIT (20%), recurring free cash flow (25%), recurring earnings per share (25%) and health and safety performance (10%); and • qualitative criteria, accounting for 25% of the overall weighting of the variable portion and relating to the implementation of the SUEZ 2030 strategic plan (as regards social and environmental responsibility, management supervision, labor relations, and innovation). The achievement rate of the qualitative and quantifiable criteria were assessed by the Board of Directors, on the recommendation of the Appointments, Compensation and Governance Committee, at its meeting of February 24, 2021, based on the elements described on page 186 of the Company’s Universal Registration Document and hereafter recalled: • the Board highlighted the excellent performance of the Chief Executive Officer in 2020, in the context of the Covid 19 health crisis, which resulted in a sharp deterioration in the global economic situation and an unsolicited takeover bid launched by its main competitor. Despite these unique circumstances, the Group has been able to provide its customers with all essential services, while adjusting the structure of its teams to protect their Health and Safety, ensuring the Group remains financially sound and putting in place solidarity measures for its stakeholders (including its employees, customers and suppliers). The Board of Directors also noted that the Shaping SUEZ 2030 plan was implemented throughout the year despite the circumstances outlined above and that in several aspects of this strategic plan the Group even exceeded its objectives (see below);

20 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

Elements of compensation Amounts awarded for submitted for Amounts paid in the past fiscal year or approval the past fiscal year accounting value Description • as regards the qualitative criteria, which related to the implementation of SUEZ’s 2030 strategic plan, particularly in terms of environmental, corporate and social responsibility, management and innovation, performance was deemed to have been excellent for the following reasons: –in terms of environmental, corporate and social responsibility: the Group’s Purpose has been defined and was announced at the shareholders’ meeting, the 1.5° carbon trajectory has been outlined, the Group has strengthened its commitments within the “Entreprises Engagées pour la Nature – Act4Nature France” initiative, the Group’s non financial ratings have continued to improve, making SUEZ a sector leader in this domain, and, from 2021 onwards, SUEZ will be publishing the percentage of its revenue that qualifies under the EU taxonomy framework for sustainable business activities, –in terms of innovation, the new “Innovation” roadmap has been set out, –in terms of performance: the “SPOT” performance plan has been launched, enabling the achievement of better thanexpected cost reductions in 2020, –in terms of asset rotation: wave 1 of the asset disposal plan has been carried out under conditions that exceeded expectations and the first reinvestments have been made (in Asia in particular), –in terms of management and organizational structure: the Group’s new organizational structure was put in place on January 1, 2020, and includes the creation of the new global business unit “Smart & Environmental Solutions,” the impacts of the Covid-19 crisis were very well managed with regard to both employees and customers; diversity in the Company’s various governing bodies and management (Executive Committee, Top Executives, managers) has continued to improve; • as regards the quantifiable, financial criteria, the Board assessed the level of performance in terms of EBIT, recurring free cash flow and recurring earnings per share to be consistent with the budget the Board had approved, enabling the Company to announce its forecasts in July 2020. The Group has exceeded these approved objectives, demonstrating its strong resilience and adaptibility to these particularly challenging times. Furthermore, the Board noted that the management of this situation and the effective implementation of the Shaping SUEZ 2030 plan had enabled the Group to confirm the financial trajectory it had announced at the end of 2019, which terminates in 2021, in terms of recurring earnings per share, recurring free cash flow and dividends to be recommended to the shareholders. However, the Board is satisfied that the Chief Executive Officer’s compensation for 2020 remains consistent with the spirit of solidarity that has already resulted in special measures being put in place (bonuses for employees on the ground, top up payments for employees on short time working) and with the steps agreed by the shareholders (whose dividend was reduced by around 30% in 2020). For this reason and with the agreement of the Chief Executive Officer, the Board of Directors, on the recommendation of the Appointments, Compensation and Governance Committee, decided to deduct 30% from the amount allocated in respect of quantifiable financial criteria. The amount of the Chief Executive Officer’s variable compensation for 2020 is EUR 870,150, 116% of his fixed annual compensation. The payment of this annual variable compensation is subject to the approval of the Shareholders’ Meeting of June 30 , 2021. The Company has no means of seeking reimbursement of this variable compensation.

Notice of meeting 2021 21 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

Elements of compensation Amounts awarded for submitted for Amounts paid in the past fiscal year or approval the past fiscal year accounting value Description Long-term variable EUR 0 EUR 417,976 The Board of Directors has decided to allocate long-term variable compensation for fiscal compensation (accounting value of year 2020 to Bertrand Camus. This long-term variable compensation takes the form of performance units performance units. Each performance unit entitles the holder, on completion of the plan granted for fiscal year in 2023, to cash compensation indexed to SUEZ’s share price, provided that performance 2020) conditions are met over the fiscal years 2020 to 2022 and that the individual has been in SUEZ’s service for three years. The Board of Directors has thus allocated a target number of 32,325 performance units, corresponding to an amount equivalent to 70% of the Chief Executive Officer’s annual fixed compensation (based on SUEZ’s share price on the allocation date); this number may be raised to a maximum of 64,650 performance units if targets are exceeded (i.e. 140% of the Chief Executive Officer’s annual fixed compensation). The number of performance units that ultimately vest to the Chief Executive Officer will thus depend on the degree to which the three performance conditions described below are met. They each correspond to a third of the performance units allocated and, as far as the internal performance conditions are concerned, are aligned with the Group’s Medium-Term Plan: • an internal performance condition based on the Group’s cumulative recurring net income per share for 2020 to 2022; • internal performance condition based on the Group’s cumulative recurring free cash flow for 2020 to 2022; • an external performance condition linked to SUEZ’s TSR (total shareholder return) relative to the EuroStoxx Utilities index’s TSR for the period running from January 1, 2020 to December 31, 2022. For each of these performance conditions, any performance that falls short of the guidance (as far as the internal conditions are concerned) or the index (as far as the external condition is concerned) will result in no payment being made with regard to said condition. In addition, the number of performance units that ultimately vest to the Chief Executive Officer may be reduced or increased by 10% depending on the parity rate within the management team on December 31, 2022, it being specified that the number of performance units vested can in no circumstances exceed the maximum number of performance units referred to above. The Board of Directors has also decided to combine the award of the Chief Executive Officer’s long-term compensation with an obligation to reinvest 25% of the net amount effectively received in 2023 in shares, up to a ceiling whereby the number of shares held by the Chief Executive Officer corresponds to twice his annual fixed compensation. The Company has no means of seeking reimbursement of this variable compensation. The award of this long-term variable compensation will be submitted for approval at the Shareholders’ Meeting of June 30, 2021. Exceptional N/A N/A No exceptional compensation was paid in fiscal year 2020 or awarded in respect of that compensation year to the Chief Executive Officer. Stock options, N/A N/A No award was made to the Chief Executive Officer for fiscal year 2020. performance shares and any other long-term benefits (share warrants, etc.)

22 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

Elements of compensation Amounts awarded for submitted for Amounts paid in the past fiscal year or approval the past fiscal year accounting value Description Compensation N/A N/A The Chief Executive Officer receives no compensation for attending meetings of the pertaining to his Board of Directors or of its committees. term of office as a Director Benefits of all EUR 10,686 EUR 10,686 Bertrand Camus has access to a company car. He also continues to benefit from the kinds Group healthcare and insurance plans applicable to SUEZ employees. Severance pay No amount paid N/A Bertrand Camus is entitled to severance pay in the event of termination of his office. The Board of Directors, having noted the termination of Bertrand Camus’ employment contract and therefore the loss of the legal and contractual arrangements existing under his contract in the event of dismissal, decided at its meeting of February 26, 2019 to award Bertrand Camus severance pay should he be forced to leave his office as Chief Executive Officer (particularly due to a dismissal or resignation linked to a change in control of the Company or a change in its strategy). No severance pay would be due in the following cases: • if the departure occurs less than two years after the Chief Executive Officer takes office or in the event of resignation, except if the departure results in a change in control of the Company or in its strategy; • in the event of a change of duties within the SUEZ group; • if the departure, irrespective of its form, follows willful or serious misconduct on the part of the Chief Executive Officer; • if the Chief Executive Officer is eligible for retirement at the time of his departure; • if the Chief Executive Officer has reached the age limit for serving as Chief Executive Officer; or • in the event of death. Total severance pay is capped at two years’ annual fixed and variable compensation, with the variable compensation considered for calculating this severance pay corresponding to the average of the last two annual variable compensation payments made to the Chief Executive Officer. Severance pay may only be paid after the Board of Directors has acknowledged that the performance conditions have been met, as assessed on the date the Chief Executive Officer’s term of office ends. These performance conditions correspond to the rates of achievement of the quantifiable performance criteria established at the start of each fiscal year by the Board of Directors for calculating the Chief Executive Officer’s annual variable compensation. If the average amount obtained by the Chief Executive Officer under the quantifiable criteria for the three fiscal years preceding his departure is greater than or equal to the target amount of his annual variable compensation, then 100% of the severance pay will be due to the Chief Executive Officer. If the average amount obtained (average for the three fiscal years preceding his departure) is between 90% and 100% (exclusive) of the target amount, then 70% of the severance pay will be due to the Chief Executive Officer. If the average amount obtained (average for the three fiscal years preceding his departure) is less than 90% (exclusive) of the target amount, then no severance pay will be due to the Chief Executive Officer. If the Chief Executive Officer leaves before the end of the third fiscal year, achievement of the performance condition will only be assessed for one or two fiscal years depending on the length of his effective term of office. This severance pay was approved at the Shareholders’ Meeting of May 14, 2019 under Resolution 15.

Notice of meeting 2021 23 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

Elements of compensation Amounts awarded for submitted for Amounts paid in the past fiscal year or approval the past fiscal year accounting value Description Non-compete No amount paid N/A The Board of Directors decided at its meeting of February 26, 2019, in exchange for a compensation commitment from Bertrand Camus not to practice, for a period of two years starting from the end of his term of office as Chief Executive Officer, irrespective of the reason for his term of office ending, either directly or indirectly, an activity that competes with the activities of the Company and the SUEZ group’s companies, to award him a payment equal to one year’s compensation (fixed and variable portions, with the variable compensation considered for calculating this non-compete compensation corresponding to the average of the last two annual variable compensation payments made to the Chief Executive Officer), paid in 24 equal and successive monthly installments. In accordance with the AFEP-MEDEF Code, the combined total of the severance pay and non-compete compensation may, under no circumstances, exceed two years’ compensation (fixed and variable portions, with the variable compensation considered for calculating these two indemnities corresponding to the average of the last two annual variable compensation payments made to the Chief Executive Officer). If the Board decides to enforce the non-compete commitment, the amount of severance pay will be capped at one year’s compensation. Non-compete compensation will not be paid, under any circumstances, if the Chief Executive Officer retires or is aged over 65 at the end of his term as Chief Executive Officer. In addition, the Board of Directors may waive application of this non-compete commitment at the time of the Chief Executive Officer’s departure, in which case no compensation will be due. This non-compete compensation was approved at the Shareholders’ Meeting of May 14, 2019 under Resolution 15. Supplementary EUR 294,617 EUR 476,670 Bertrand Camus benefits from supplementary retirement provisions. The Board of retirement plan Directors, at its meeting of February 26, 2019, decided that the Chief Executive Officer would benefit from an optional defined-contribution retirement plan introduced by the Company and governed by the provisions of Article 82 of the French General Tax Code, which guarantees the beneficiary additional pension benefits or a lump sum upon the beneficiary’s retirement. Within this framework, the Company will pay an annual amount, linked to the Group’s performance, corresponding to 30% of the Chief Executive Officer’s annual fixed and variable compensation, it being specified that this amount will be paid in cash by the Company, half to the insurer in charge of managing the plan and half to the Chief Executive Officer, given the immediate taxation on payments made into this new plan. Entitlement to this supplementary defined-contribution retirement plan was approved at the Shareholders’ Meeting of May 14, 2019 under Resolution 16. The amount of EUR 294,617 (calculated on a pro rata basis) is the amount awarded under this plan for fiscal year 2019. Payment of this amount was approved at the Shareholders’ Meeting of May 12, 2020. Payment of EUR 476,670 in respect of this plan for fiscal year 2020 is subject to the approval of the Shareholders’ Meeting of June 30 , 2021.

24 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

2021 COMPENSATION POLICIES Thus, the Chief Executive Officer’s compensation policy, which will be submitted to the shareholders for approval at the Shareholders’ Meeting 1. Vote on the compensation policy applicable to the Chairman of June 30, 2021, under Resolution 14, will include the following elements: of the Board of Directors, Philippe Varin (Resolution 13) The compensation policy applicable to the Chairman has been drawn up Elements of compensation related to the Chief Executive Officer by the Board of Directors on the recommendations of the Appointments, taking up office Compensation and Governance Committee, in accordance with the principles • Welcome bonus: in accordance with the AFEP-MEDEF Code, no for determining compensation for executives and corporate officers set out allowance may be granted for the Chief Executive Officer taking up office in the AFEP-MEDEF Code. when this individual is selected from the Group’s existing executives. At its meeting of February 24, 2021, the Board of Directors reviewed the Bertrand Camus therefore did not receive a welcome bonus following his compensation policy that had been determined for the Chairman of the appointment as Chief Executive Officer in 2019. Board of Directors, Philippe Varin, in 2020 and confirmed that it would • Employment contract: in accordance with the recommendations set remain unchanged. out in the AFEP-MEDEF Code, the Chief Executive Officer terminated his The Chairman’s compensation thus consists of annual gross fixed employment contract with the Company by resigning. He receives no compensation of EUR 375,000 and access to a company car. compensation following the termination of his employment contract. It is also confirmed that the Chairman of the Board of Directors does not Bertrand Camus therefore terminated his employment contract by receive compensation for attending meetings of the Board of Directors or of resigning on May 14, 2019 when he was appointed Chief Executive Officer. its committees and that, in accordance with the recommendations set out in Elements of compensation related to the term of office the AFEP-MEDEF Code, does not receive variable compensation. of the Chief Executive Officer 2. Vote on the compensation policy applicable to the Chief Executive Officer • Annual fixed compensation: its purpose is to attract and retain highly (Resolution 14) experienced senior executives by means of a competitive and coherent The compensation policy applicable to the Chief Executive Officer has compensation package. It is calculated taking into account the Chief been established by the Board of Directors, on the recommendation of the Executive Officer’s experience and seniority as well as market practices Appointments, Compensation and Governance Committee, in accordance with for comparable positions. the principles for determining compensation for executives and corporate It is intended to be stable, only changing over relatively long periods or officers set out in the AFEP-MEDEF Code. This policy, having been approved following significant changes in the Group’s scope. by the last Shareholders’ Meeting of May 12, 2020, was reviewed by the Board For fiscal year 2021, and on the recommendation of the Appointments, of Directors during its meeting of February 24, 2021, which was not attended Compensation and Governance Committee, the Board of Directors applied by the Chief Executive Officer or the management. The Board of Directors these principles and kept the Chief Executive Officer’s fixed compensation reviewed the pay ratios between the compensation of the Chief Executive at EUR 750,000. This amount has thus remained unchanged since 2009. Officer and that of Company employees, as described in section 13.1.2.3 of the Company’s 2020 Universal Registration Document. • Annual variable compensation: its purpose is to be a source of motivation and reward for achieving the Company’s annual financial The Board of Directors decided to confirm this policy, increasing the and non-financial objectives. consideration given to social and environmental responsibility factors in assessing the Chief Executive Officer’s performance, given the importance The main features of this annual variable compensation are as follows: of these issues in the Group’s strategy and in keeping with its core mission. – amount: it may vary between 0% and 150% of the annual fixed The Board also provided certain details and clarifications on the qualitative compensation (as achievement of set objectives corresponds to a criteria for the Chief Executive Officer’s annual variable compensation and variable portion equivalent to 100% of the fixed compensation); on the vesting scale for his long-term variable compensation.

Notice of meeting 2021 25 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

– conditions governing compensation: the award of compensation is Company, to adjust the predetermined objectives, provided, on the one based on achieving specific, predetermined, diversified and demanding hand, that these adjustments are in keeping with the objectives and objectives that enable a comprehensive analysis of performance forecasts released to the market and, on the other hand, that the Chief aligned with corporate issues and strategy and with shareholders’ Executive Officer’s annual variable compensation remains aligned with interests. These objectives must include both quantifiable financial the performance of the Company and a balance is maintained vis- criteria (accounting for 75% of the award), determined in accordance à-vis other stakeholders, particularly employees and shareholders. with the objectives and forecasts released by the Group to the market, The Board of Directors must provide justification for the use of this with levels that can be observed by the public, or related to Group option, on the recommendation of the Appointments, Compensation commitments on health and safety, and criteria that are qualitative and Governance Committee, having regard to the circumstances that in nature (accounting for 25% of the award) measured notably in led to this review. There are no provisions allowing the Company relation to the Group’s sustainable development objectives. The Board to demand reimbursement of some or all of the annual variable of Directors has the option, in the event of exceptional circumstances compensation paid to the Chief Executive Officer. beyond the Company’s control that have significant implications for the

The amount of annual variable compensation that may be awarded for each of the quantifiable criteria is calculated as follows: Minimum Target Maximum Comments Quantifiable criteria Amount equal to 0 if less than Amount equal to 100% Amount equal to 150% Linear calculation between 85% of the target objective if 100% of the target objective if 120% of the target objective milestones. is achieved. is achieved. is achieved.

For fiscal year 2021, and on the recommendation of the Appointments, Pursuant to Article L. 22-10-34 of the French Commercial Code, payment Compensation and Governance Committee, the Board of Directors has of annual variable compensation is subject to approval of the annual established the performance criteria applicable to annual variable Shareholders’ Meeting called to approve the 2021 financial statements. compensation as follows, with the financial criteria being consistent with • Long-term variable compensation: its main purpose is to retain the indicators used to establish the forecasts and objectives announced managers and align their interests with those of the Company and by the Company in February 2021: shareholders. This long-term variable compensation is awarded under – quantifiable criteria, accounting for 75% of the overall weighting of a plan applicable to a broad group of beneficiaries (about 1,650 people the variable portion, relating to the Group’s EBIT (20%), recurring free in 2020, for example). cash flow (20%), recurring earnings per share (25%) and health and The main features of this long-term variable compensation are as follows: safety performance (10%); and – nature: the compensation is entirely linked to the change in the – qualitative criteria, accounting for 25% of the overall weighting of the Company’s share price and may take the form of performance units variable portion, of which: (variable compensation in cash whose amount is indexed to the share – 10% relating to the Group’s environmental, social and governance price) or performance shares; (ESG) objectives, on the understanding that the Group will assess – amount and cap: the target amount (based on SUEZ’s share price at the the rate of achievement of these objectives based on criteria for time of the award) of the Chief Executive Officer’s long-term variable reduction of greenhouse gas emissions, protection of biodiversity compensation, corresponding to achievement of the set performance and gender balance within senior management, and conditions, corresponds to 70% of his fixed compensation, with the – 15% relating to the management of the proposed takeover by Veolia maximum amount of this compensation (if targets are exceeded) being and continued rollout of the SUEZ 2030 strategic plan within this capped at 140% of his fixed compensation: context. The achievement rate of the performance criteria will be assessed by the Board of Directors, on the recommendation of the Appointments, Compensation and Governance Committee, at its meeting to approve SUEZ’s 2021 consolidated financial statements. Minimum Target Maximum Comments Valuation at the time of EUR 0 70% of the Chief Executive 140% of the Chief Executive Valuation based on SUEZ’s share the award Officer’s fixed compensation. Officer’s fixed compensation. price at the time of the award Linear calculation between milestones.

26 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

– performance conditions: this long-term variable compensation to assess the Company’s performance compared to a group of peer is entirely subject to the achievement of performance conditions companies (for example through the average change in the Company’s assessed over a minimum period of three years. “Internal” performance total shareholder return (TSR) over a three-year period compared to conditions are established based on one or more financial indicators the change in the TSR of the Euro Stoxx Utilities index over the same audited and published by the Company, either in line with the forecasts, period). A non-financial performance condition relating to the Group’s strategy and/or objectives published by the Group, or with the Group’s corporate social responsibility policy is also included and, from 2021, budget and medium-term plan (for example, recurring net income and has the same weighting as the internal performance conditions and recurring free cash flow for the latest long-term variable incentive plan the external performance condition. introduced). The “external” performance condition makes it possible

The amount of long-term variable compensation that may be awarded for each of the internal and external criteria is calculated as follows: Minimum Target Maximum Comments Vesting level of Zero vesting if the achievement Vesting of 100% of the target Vesting of 200% of the target Linear calculation performance units or rate for the criterion is anything number if the achievement number if the achievement rate between milestones. shares for each condition less than 100% (no award in the rate for the criterion is 100%. for the criterion is 130%. event of underperformance).

– service condition: the awarding of long-term variable compensation is • Exceptional compensation: in accordance with Article 25.3.4 of subject to the person being in the Company’s service for at least three the AFEP-MEDEF Code, the Board of Directors may decide to award years. This means that, if the Chief Executive Officer leaves before he exceptional compensation to the Chief Executive Officer, solely in has met the service condition, his entitlements under the long-term circumstances entailing a significant change in the Group’s scope. incentive plans will be lost, unless the Chief Executive Officer retires Payment of this exceptional compensation is in this case entirely subject (in which case the entitlements will be maintained in their entirety, but to the achievement of performance conditions. will still be subject to performance conditions) or leaves following a Since the Company’s initial public offering in 2008, the Board of Directors forced departure due to a change of control or strategy (in which case has awarded exceptional compensation only once, in connection with the his entitlements will be prorated according to his length of service acquisition of the GE Water & Process Technologies activity in 2017. Note within the Group, but will still be subject to performance conditions); also that, pursuant to Article L. 22-10-34 of the French Commercial – obligation to own shares: the Chief Executive Officer has undertaken Code, payment of exceptional compensation must first be approved at to hold 25% of his permanently vested performance shares until the annual Shareholders’ Meeting. the end of his term of office, or to reinvest 25% of the amount of • Benefits in kind: the Chief Executive Officer benefits from the use performance units that he effectively receives in shares, until the of a company car and from the Group healthcare and insurance plans number of registered shares held by the Chief Executive Officer is applicable to SUEZ employees. equal to twice his fixed compensation. The objective is to increase the number of shares held by the Chief Executive Officer throughout • Directors’ fees: the Chief Executive Officer receives no such his term of office in order to increase alignment with shareholders’ compensation. interests. Finally, the Chief Executive Officer has agreed not to engage in hedging transactions with respect to the performance shares or stock options that he receives from the Company. Note also that the Company has no means of seeking reimbursement of this long-term variable compensation.

Notice of meeting 2021 27 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

The weightings of the fixed, annual variable and long-term variable elements (excluding exceptional compensation) in the Chief Executive Officer’s total compensation are as follows:

Distribution in the event that the maximum amounts Distribution in the event that the objectives set for annual and long-term variable compensation are reached for annual and long-term variable compensation are met

74% 63% 26% of the compensation subject of the compensation subject 38% to performance conditions 37% 37% to performance conditions

36% Fixed compensation Fixed compensation Annual variable compensation 26% Annual variable compensation Long-term variable compensation (a) Long-term variable compensation (a)

(a) Valuation at the date of allocation. Elements of compensation related to the termination of the Chief fiscal year by the Board of Directors for calculating the Chief Executive Executive Officer’s office or subsequent to the serving of his term Officer’s annual variable compensation. • Severance pay: this may be awarded taking into account the Chief If the average amount obtained by the Chief Executive Officer under the Executive Officer’s personal situation on the date he assumes office. quantifiable criteria for the three fiscal years preceding his departure The Board of Directors, having noted the termination of Bertrand Camus’ is greater than or equal to the target amount of his annual variable employment contract and therefore the loss of the legal and contractual compensation, then 100% of the severance pay will be due to the arrangements existing under his contract in the event of dismissal, Chief Executive Officer. If the average amount obtained (average for the decided, at its meeting of February 26, 2019, to award Bertrand Camus three fiscal years preceding his departure) is between 90% and 100% severance pay should he be forced to leave his office as Chief Executive (exclusive) of the target amount, then 70% of the severance pay will Officer (particularly due to a dismissal or resignation linked to a change be due to the Chief Executive Officer. If the average amount obtained in control of the Company or a change of its strategy). (average for the three fiscal years preceding his departure) is less than No severance pay would be due in the following cases: 90% (exclusive) of the target amount, then no severance pay will be due to the Chief Executive Officer. If the Chief Executive Officer leaves – if the departure occurs less than two years after the Chief Executive before the end of the third fiscal year, achievement of the performance Officer takes office or in the event of resignation, except if the condition will only be assessed for one or two fiscal years depending on departure results in a change in control of the Company or in its the length of his effective term of office. strategy; The commitments made towards the Chief Executive Officer as regards – in the event of a change of duties within the SUEZ group; this severance pay were approved by the Shareholders’ Meeting of SUEZ – if the departure, irrespective of its form, follows willful or serious shareholders of May 14, 2019 under a specific resolution. misconduct on the part of the Chief Executive Officer; • Non-compete commitment: this may be enforced with respect to the – if the Chief Executive Officer is eligible for retirement at the time of Chief Executive Officer to protect the Company’s legitimate interests given his departure; the duties performed by the Chief Executive Officer and the strategic and – if the Chief Executive Officer has reached the age limit for serving as confidential information to which he has access as a result. Chief Executive Officer; or The Board of Directors decided, at its meeting of February 26, 2019, – in the event of death. in exchange for a commitment by Bertrand Camus not to practice, for a period of two years from the end of his term of office as Chief Total severance pay is capped at two years’ annual fixed and variable Executive Officer, irrespective of the reason his term of office came to compensation, with the variable compensation considered for calculating an end, either directly or indirectly, an activity that competes with the this severance pay corresponding to the average of the last two annual activities of the Company and of the SUEZ group’s companies, to award variable compensation payments made to the Chief Executive Officer. him an indemnity equal to one year’s compensation (fixed and variable Severance pay may only be paid after the Board of Directors has portions, with the variable compensation considered for calculating this acknowledged that the performance conditions have been met, as indemnity corresponding to the average of the last two annual variable assessed on the date the Chief Executive Officer’s term of office ends. compensation payments made to the Chief Executive Officer), paid in 24 These performance conditions correspond to the rates of achievement equal and successive monthly installments. of the quantifiable performance criteria established at the start of each

28 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

In accordance with the AFEP-MEDEF Code, the combined total of While the payments made by the Company under the defined-contribution the severance pay and non-compete compensation may, under no retirement plan do not enable the Chief Executive Officer to receive a circumstances, exceed two years’ compensation (fixed and variable pension equal to the pension that he would have received if he were still portions, with the variable compensation considered for calculating a beneficiary of the defined-benefit plan (subject to him ending his career these two indemnities corresponding to the average of the last two at the Company), this change does allow the Chief Executive Officer to annual variable compensation payments made to the Chief Executive accrue definite entitlements and the Company to make savings of an Officer). If the Board decides to enforce the non-compete commitment, estimated 47% (if the cost of the two plans is compared until the age the amount of severance pay will be capped at one year’s compensation. at which the Chief Executive Officer may retire). Non-compete compensation will not be paid, under any circumstances, This commitment made towards the Chief Executive Officer as regards the if the Chief Executive Officer retires or is aged over 65 at the end of his defined-contribution retirement plan was approved by the Shareholders’ term as Chief Executive Officer. Meeting of May 14, 2019. Additional information on this commitment In addition, the Board of Directors may waive application of this non- is provided in section 13.1.2.1 of the Universal Registration Document. compete commitment at the time of the Chief Executive Officer’s 3. Vote on the compensation policy applicable to Directors (Resolution 15) departure, in which case no compensation will be due. The compensation of Directors (other than the Chairman of the Board of The commitments made towards the Chief Executive Officer as regards Directors, the Chief Executive Officer, the Directors representing employees non-compete compensation were approved by the Shareholders’ Meeting and the Director representing employee shareholders) consists solely of of SUEZ shareholders held on May 14, 2019. Directors’ fees. • Retirement plan: the Chief Executive Officer may benefit from a The maximum annual amount for this compensation has been EUR 700,000 retirement plan introduced by the Company. since the Combined Shareholders’ Meeting of May 22, 2014. Since 2006, Bertrand Camus had benefited, under his employment Since fiscal year 2014, this compensation has been distributed as follows, contract, from a group defined-benefit retirement plan (under Article it being specified that a reduction in the amount of this compensation L. 137-11 of the French Social Security Code) applicable to Company depending on attendance rates would be applied if the budget is exceeded, employees, which had allowed him to accrue potential entitlements and that the Board of Directors may decide to distribute the remaining and which is maintained if the interested party ends their career at the unpaid amount according to each Director’s attendance rate if the budget Company. The termination of Bertrand Camus’ employment contract on is not awarded in its entirety: May 14, 2019 resulted in the permanent waiving of the benefit of the entitlements accrued under this plan. • a fixed annual portion of EUR 15,000 per Director; The Board of Directors had examined the cost of maintaining the benefit • a variable portion of EUR 2,000 per meeting for each Director; of this plan for the Chief Executive Officer. On completion of the review, • a variable portion of: the Board had felt that setting up another optional defined-contribution – EUR 2,000 per meeting for each member of the Board’s committees, retirement plan was in the Company’s interests, as the cost of this plan was significantly lower than the cost of the current defined-benefit plan – EUR 4,000 per meeting of the committee they chair for the chairpersons while remaining competitive for the beneficiary. of the Appointments, Compensation and Governance Committee, the Strategy Committee and the CSR, Innovation, Ethics, Water and Consequently, the Board of Directors decided at its meeting of Sustainable Planet Committee, February 26, 2019 that the Chief Executive Officer would be entitled to optional membership of this defined-contribution retirement plan set – EUR 6,000 per meeting of the Audit and Financial Statements up by the Company and governed by Article 82 of the French General Tax Committee for the chairperson of said Committee. Code, which guarantees the beneficiary additional retirement benefits or The variable portion for attending a meeting of the Board of Directors or of a lump sum upon the beneficiary’s retirement. Within this framework, the a committee is reduced to EUR 1,000 if the attendee participates by means Company will pay an annual amount, linked to the Group’s performance, of telecommunication (telephone, video-conference), barring exceptional corresponding to 30% of the Chief Executive Officer’s annual fixed and circumstances. Accordingly, this rule was not applied from March 2020 due variable compensation, it being specified that this amount will be paid to the Covid-19 pandemic and the restrictions on movements and gatherings in cash by the Company, half to the insurer in charge of managing the imposed during that period. plan and half to the Chief Executive Officer given the immediate taxation on payments made into this new plan.

Notice of meeting 2021 29 REPORTS TO THE SHAREHOLDERS’ MEETING Board of Directors’ Report

No compensation was paid to Directors for attending meetings of the Special about the 2020 compensation of each of the corporate officers (including Committee held in September 2020 following the announcement by Veolia of Directors) and the pay ratios between the compensation of corporate officers its intention to take over the Company (please refer to chapter 14.3 of the (excluding Directors) and the average and median compensation of Company Universal Registration Document for more information on this Committee). employees. This information is provided in detail in section 13.1.2 of the The distribution rules are such that the variable portion depending on the Company’s Universal Registration Document. attendance of Directors at meetings of the Board of Directors and of its committees is greater than the annual fixed portion awarded to them, in (Resolution 16) accordance with the AFEP-MEDEF Code. The compensation policy applicable Delegation of powers for formalities to Directors remains unchanged and will be submitted for approval to the Shareholders’ Meeting of June 30 , 2021 under Resolution 15. The Shareholders’ Meeting is asked to authorize any person holding an original, copy or extract of the minutes of the Shareholders’ Meeting to carry COMPENSATION OF CORPORATE OFFICERS FOR 2020 (RESOLUTION 9) out all formalities relating to the Shareholders’ Meeting of June 30 , 2021. The Shareholders’ Meeting is asked to vote on the information referred to in Article L. 22-10-9, of the French Commercial Code including information The Board of Directors is available for any further information or explanations you may require. The Board of Directors

30 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Presentation of the Board of Directors

Presentation of the Board of Directors

Summary table of the composition of the Board of Directors

Directors’ attendance at Personal information Term of office Committees’ meetings (a) (b) Age Gender Nationality shares Number of SUEZ’s Number of corporate offices in companies listed Independent appointment Date of first of office expiration date Term Seniority as Director in years Audit and Financial Statements Appointment, Compensation and Governance CSR, Innovation, Ethics and Planet Sustainable Strategy Philippe Varin 68 M French 2,000 0  May 12, 2020 2024 1  Chairman of the Board of Directors Bertrand Camus 54 M French 12,287 shares and 0 May 14, 2019 2023 2 Chief Executive Officer 10,131.41 units of the Company mutual fund Anthony R. Coscia 61 M American - 1 Dec. 18, 2020 2022 (c) 0.5 Miriem Bensalah-Chaqroun 58 F Moroccan 2,000 2  Apr. 28, 2016 2024 5  Martha Crawford 53 F American 2,000 1  May 14, 2019 2023 2  and French Delphine Ernotte Cunci 54 F French 2,000 0  May 24, 2012 2024 9  Anne Lauvergeon 61 F French 2,570 1  Oct. 29, 2014 2023 7  Bertrand Meunier 65 M French 2,000 1  Oct. 27, 2020 2024 (c) 0,5  and British Philippe Petitcolin 68 M French - 2  Febr. 1, 2021 2023 (c) N/A Jacques Richier 66 M French 2,000 0  Oct. 27, 2020 2022 (c) 0,5  Brigitte Taittinger-Jouyet 61 F French 2,000 1  May 17, 2018 2022 3  Enric Xavier Amiguet i Rovira 52 M Spanish 185 shares and 0 Febr. 11, 2015 Febr. 10, 2023 6  Director elected by employees 66.92 units of the Company mutual fund Agatta Constantini 56 F French 68 shares and 0 Dec. 12, 2014 Dec. 11, 2022 7  Director elected by employees 410.76 units of the Company mutual fund Guillaume Thivolle 61 M French 38 shares and 0 Apr. 28, 2016 2024 5  Employee Shareholder Director 262.05 units of the Company mutual fund Chairman /  Member.  In accordance with the AFEP-MEDEF Code’s criteria as assessed by the Board of Directors. (a) Not taking into account offices held within SUEZ. In addition, term of offices held in listed companies of the same group are only counted for one term of office. (b) As of June 9, 2021. (c) Directors whose ratification will be submitted to the vote of the June 30, 2021 Shareholders’ Meeting.

Notice of meeting 2021 31 REPORTS TO THE SHAREHOLDERS’ MEETING Presentation of the Board of Directors

The Directors whose ratification will be submitted to the vote of the June 30 , 2021 Shareholders’ Meeting are presented below against a blue background. Composition of the Board of Directors

Philippe VARIN Chairman of the Board of Directors Independent Director, member of the Appointments, Compensation and Governance Committee and Strategy Committee 68 years old/French

Biography: Philippe Varin, born on August 8, 1952 in Reims, graduated from École Polytechnique and École des Mines de Paris. Philippe Varin joined Groupe Pechiney in 1978 as a researcher. He then held several management positions within the Group (management control, strategy, project management) before being appointed head of the Rhenalu Division in 1995 then Senior Vice-President of the Aluminum Sector and member of the Group’s Executive Committee in 1999. In 2003, he joined the Anglo-Dutch steel and metals manufacturer Corus as Chief Executive Officer. From 2006 to 2013, he was a Director of BG Group Plc. Philippe Varin became Chairman of the Executive Board at Peugeot SA in June 2009 and held this position until June 2014. During the same period, he was also a Director at Faurecia and Banque PSA. From January 2015 to December 2019, he chaired the Boards of Directors of Areva, then that of Orano until May 2020. He has been Chairman of the Board of Directors of SUEZ since May 12, 2020. Main positions: Director of SASU PRM3C (France), of the Fondation Georges Besse (France), of the Saint-Joseph hospital group and the French arm of the International Chamber of Commerce (France).

Bertrand CAMUS Chief Executive Officer Director 54 years old / French

Biography: Bertrand Camus, born on February 9, 1967, has served as Chief Executive Officer of SUEZ Group since May 14, 2019. After graduating from the École nationale des Ponts et Chaussées he joined the Group in 1994. He was Chief Operating Officer of the subsidiary Aguas Argentinas from 2000 to 2006, then Director of Internal Audit at SUEZ. From 2008 to 2015, he was Chief Executive Officer of Water in North America, then in 2015 he was appointed Deputy CEO of the Water Europe division and CEO of Water France at SUEZ. In March 2018, he became Deputy CEO of SUEZ in charge of the Africa, Middle East, India, Asia and Australia regions. Main positions: Term of office within SUEZ group: Director of SUEZ NWS Ltd (Hong Kong) and Lydec SA (Maroc).

Miriem BENSALAH-CHAQROUN Independent Director Chairwoman of the Strategy Committee 58 years old/Moroccan

Biography: Miriem Bensalah-Chaqroun was born on November 14, 1962 and received an MBA in International Management and Finance from the University of Dallas. She held various positions at Société Marocaine de Dépôt et de Crédit from 1986 to 1989 before joining the Holmarcom Group (the family holding company) in 1990. She is currently Vice-Chairwoman and Chief Executive Officer of Eaux Minérales d’Oulmès. From 2012 to 2018, she was also Chairwoman of the Conféderation Générale des Entreprises du Maroc, Morocco’s employers’ association. Main positions: Chairwoman of the Board of Directors of Orangina Morocco (Morocco). Director of Renault (France). Term of offices within Holmarcom group: Director of Holmarcom (Morocco), Vice-Chairwoman and Chief Executive Officer of Eaux Minérales d’Oulmès (Morocco) and Chairwoman and Chief Executive Officer of Oulmès Drinks Development (Morocco).

In bold: listed companies.

32 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Presentation of the Board of Directors

Martha CRAWFORD Independent Director Member of the CSR, Innovation, Ethics, Water and Substainable Planet Committee 53 years old/American and French

Biography: Martha Crawford, born on September 30, 1967, holds a Ph.D. in Environmental Engineering and Chemistry from Harvard University (United States) and an MBA from Collège des Ingénieurs (France). From 1991 to 1999, she held numerous positions at the World Bank and the Asian Development Bank in the area of environmental infrastructures and technologies, before taking on the position of principal administrator in the OECD’s Environmental Performance Division until 2007. She then became Vice President of Research and Development for Air Liquide Group before joining Areva Group as Executive Vice President of Research and Innovation and member of the Executive Committee from 2011 to 2014. From 2014 to 2015, she was CEO of Advanced Research at the L’Oréal Group. She has also provided Research and Development consulting services to corporations and governments since April 2014. From 2013 to 2016, Martha Crawford was a Director at IPSEN Pharmaceuticals; she has been an Independent Director at Altran Technologies since 2015, where she chairs the Nominations and Compensation Committee and is a member of the Audit Committee. In July 2016, she joined the University of Harvard Business School (United States) as a Professor and expert in new technologies, innovation and development. She sits on the International Risk Governance Council (IRGC) and is also a member of the Health Effects Institute’s Board of Directors in Boston, which advises the US Environmental Protection Agency on the effects of air quality regulations on human health. She is also a member of the advisory council of the Mayshad Foundation, an NGO that works to improve women’s lives in Frenchspeaking African countries. She has been the Dean of the Jack Welch College of Business (Sacred Heart University) since August 2019. A US national, Martha Crawford acquired French citizenship in 1999 and has raised three children with dual citizenship. Main positions: Director of Altran Technologies (France) (since 2015). Vice-Chair, Committee for Initiatives of Research and Higher Education Excellence (IDEX, France) (since 2010).

Delphine ERNOTTE CUNCI Independent Director Chairwoman of the Audit and Financial Statements Committee and member of the Appointments, Compensation and Governance Committee 54 years old/French Biography: Delphine Ernotte Cunci, born on July 28, 1966, is a graduate of the École Centrale de Paris. She joined the France Telecom Group in 1989 and held various operational roles throughout the Group, particularly in research and development. Delphine Ernotte Cunci then pursued her career with commercial management responsibilities, as Director of the distribution agency and Centre Valde-Loire Regional Director, before becoming Director of Communications and Sponsoring for France. From 2010 to August 2014, she was Deputy Chief Executive Officer of the France Telecom/Orange Group and Executive Director of Orange France in charge of operations for the France Telecom Group in France. She has been Chairwoman of France Télévisions since August 22, 2015. Main positions: Chairwoman of France Télévisions (France). Chairwoman of the Board of Directors of CentraleSupélec (France). Director of the cultural institution Le Cent-Quatre (France). Chairwoman of the EBU, European Broadcasting Union (Switzerland). Chairwoman of the Board of Directors of TV5 Monde (France). Permanent representative of France Télévisions on the Supervisory Board of Arte (France). Permanent representative of France Télévisions on the Board of Directors of Médiamétrie (France).

In bold: listed companies.

Notice of meeting 2021 33 REPORTS TO THE SHAREHOLDERS’ MEETING Presentation of the Board of Directors

Anne LAUVERGEON Independent Director Chairwoman of the CSR, Innovation, Ethics, Water and Substainable Planet Committee and member of the Audit and Financial Statements Committee 61 years old/French Biography: Anne Lauvergeon, born on August 2, 1959, is a Chief Engineer from the École des Mines, a former student of the École Normale Supérieure, and also has a degree in Physics. She started her career in 1983 in the steel industry at Usinor. In 1984, she studied chemical safetyrelated issues in Europe for the Commissariat à l’Énergie Atomique (CEA), the French nuclear energy authority. From 1985 to 1988, she was in charge of subsoil administration in Îlede-France. In 1988, she was appointed Deputy Department Head at the Conseil Général des Mines. In 1990, Anne Lauvergeon was appointed Special Assistant for International Economy and Trade to the President of France, and in 1991 she was named Deputy Chief of Staff and Representative to the President of France for the organization of international summits (G7/G8). In 1995, she joined Lazard Frères as Managing Partner. In March 1997, Anne Lauvergeon joined the Alcatel Group as Deputy CEO of Alcatel Télécom. She joined the Executive Committee of the Alcatel Group in 1998. She supervised the Group’s international activities and was in charge of the Group’s shareholdings in the defense, energy, transportation and nuclear power sectors (Thomson, CSF, Alstom, Framatome). From June 1999 to July 2011, Anne Lauvergeon was appointed Chairwoman and Chief Executive Officer of COGEMA (now Areva NC). She founded Areva in June 2001. She was Chairwoman of the Board of the Areva Group from July 2001 to June 2011. Since 2011, Anne Lauvergeon has been the Chair of ALP, a consultancy and investment firm. Since 2013, Anne Lauvergeon has been Chairwoman of the Innovation Commission 2030. In 2014, she was appointed Chairwoman of the Board of Directors of Sigfox. In 2018, Anne Lauvergeon was appointed Co-Chairwoman of the Innovation Commission of the French employers’ federation (MEDEF). Main positions: Chairwoman and CEO of ALP (France). Chairwoman of the Board of Directors of Sigfox (France) and of IB2 (France). Director of Koç Holding (Turkey), of Avril Gestion (France) and of RMA (France), Bloom (France), Verelec (France).

Brigitte TAITTINGER-JOUYET Independent Director Chairwoman of the Appointments, Compensation and Governance Committee and member of the CSR, Innovation, Ethics, Water and Substainable Planet Committee 61 years old/French

Biography: Born on August 7, 1959, Brigitte Taittinger-Jouyet is a graduate of the Institut d’études politiques de Paris and holds a Master’s in History from the Faculty of Human Sciences at Reims University. In 1984, she was appointed Advertising Manager at Publicis, before joining the Marketing Department within the Taittinger Group in 1988, where she was in charge of industrial and hotel companies. From 1991 to 2012, she was Chairwoman and CEO of the perfume company Annick Goutal. From 1995 to 2015, she was also Vice-Chairwoman of Baccarat. Between 2013 and 2017, she was Director of Strategy and Development at Sciences Po Paris. She has been also a Director of HSBC France since 2008 and of Fnac Darty since 2014. She was a Director of Centre Pompidou from 2013 to 2019. Main positions: Director of HSBC France (France), of Fnac Darty (France).

In bold: listed companies.

34 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Presentation of the Board of Directors

Directors representing employees

Enric Xavier AMIGUET I ROVIRA Director elected by the employees Member of the Strategy Committee and of the CSR, Innovation, Ethics, Water and Substainable Planet Committee 52 years old/Spanish

Biography: Enric Xavier Amiguet i Rovira, born on November 21, 1968, is a graduate of the Catalan School of Public Relations and holds a marketing degree from the ESIC Business and Marketing School. He also holds an Executive MBA from EADA Business School and participated in several training programs at the IFA. He joined Aguas de Barcelona in 1996, where he has held various positions. He started out in the Office of the Chairman in charge of Protocol, Public Relations and Press. In 2002, he joined the safety department, where he was responsible for customer relations. He then worked in the corporate marketing department, with a particular focus on digital and environmental matters. Since 2010, he has held project development roles within the customer management department. He is currently developing projects at the Corporate Communication and Marketing Department of SUEZ Spain. Main positions: –

Agatta CONSTANTINI Director elected by the employees Member of the Appointment, Compensation and Governance Committee and of the Strategy Committee 56 years old/French

Biography: Agatta Constantini, born on February 23, 1965, holds a professional diploma in secretarial studies and communications. She joined Lyonnaise des Eaux in 1993 as a receptionist. She then became a switchboard operator. She participated in the creation of network scheduling in 1999 and held various positions there until 2007. She was appointed store manager in 2007, then senior purchasing technician in 2008. Agatta Constantini is currently a technical advisor at SUEZ. Main positions: –

Director representing employee shareholders

Guillaume THIVOLLE Director representing employee shareholders Member of the Audit and Financial Statements Committee and of the CSR, Innovation, Ethics, Water and Substainable Planet Committee 61 years old/French Biography: Guillaume Thivolle was born on July 16, 1959. He holds a diploma from the École Supérieure d’Administration des Entreprises (Paris), and has worked in several industrial groups: Pernod Ricard, Grosfillex and Alcatel, before joining the Environment sector, first with GLS and later with the IRH Ingénieur Conseil Group. He joined the teams at Degrémont in January 2011 and was then appointed, within the SUEZ Group, to head up the Water Treatment Services Development Division. He is now a Project Director in the SUEZ Group’s Human Resources Department. Main positions: –

In bold: listed companies.

Notice of meeting 2021 35 REPORTS TO THE SHAREHOLDERS’ MEETING Presentation of the Board of Directors

Members of the Board of Directors whose ratification will be submitted to the June 30, 2021 Shareholders’ Meeting

Anthony R. COSCIA Director 61 years old/American

Biography: Anthony R. Coscia, born on September 9, 1959, is a Partner and Executive Committee member of Windels Marx, LLP, one of the New York region’s oldest law firms. Mr. Coscia is a Phi Beta Kappa graduate of Georgetown University School of Foreign Service, where he received his bachelor’s degree, and of Rutgers University School of Law, where he received his J.D. degree. Anthony R. Coscia was Chairman of the Board of Commissioners of the Port Authority of New York and New Jersey from 2003 through June 2011, where he played a leading role in rebuilding Lower Manhattan after 9/11. Mr. Coscia also serves as Chairman of the Board of the US National Railroad Passenger Corporation (Amtrak), a Director of OceanFirst Financial Corp. and the Neighborhood Property Group, Vice Chairman of the Gateway Development Corporation and Senior Advisor to Oaktree Transportation Infrastructure Fund, L.P. Additionally, Mr. Coscia serves as a Trustee of Georgetown University, the New Jersey Community Development Corporation and the Regional Plan Association. Since 2013, Anthony R. Coscia is also Chairman of the Board of Directors of SUEZ North America. Main positions: Partner and Executive Committee member of Windels Marx, LLP (since 1984). Chairman of the Board of Directors of SUEZ North America (since 2013), a SUEZ Group company. Chairman of the Board of Directors of the US National Railroad Passenger Corporation (Amtrak) (since 2013). Director of OceanFirst Financial Corp. (since 2018). Director of Neighborhood Property Group (since 2020). Vice Chairman of Gateway Development Corporation (since 2016). Senior Advisor to Oaktree Transportation Infrastructure Fund, L.P (since 2017). Trustee of Georgetown University (since 2016). Trustee of the New Jersey Community Development Corporation (since 2007). Trustee of the Regional Plan Association (since 2011).

Bertrand MEUNIER Independent Director Member of the Strategy Committee 65 years old/French and British

Biography: Bertrand Meunier, born on March 10, 1956, has been Chairman of the Board of Directors of Atos, the worldwide leader in secure and carbonfree digital technologies for businesses, since November 2019. He has served on the company’s Board of Directors since 2008. A dual Franco-British citizen, Bertrand Meunier has had a long career in private equity. Bertrand Meunier is an alumnus of the École Polytechnique and began his career at Paribas Industrial Business where he spent nearly 30 years holding several positions, including ten years as head of investments in the information technology sector. He then created the M&M Capital fund before joining CVC Capital Partners in London. Main positions: Chairman of the Board of Directors of Atos (France).

In bold: listed companies.

36 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Presentation of the Board of Directors

Philippe PETITCOLIN Independent Director 68 years old/French

Biography: With a bachelor’s degree in mathematics and a degree from the Centre de perfectionnement aux Affaires, Philippe Petitcolin began his career as Head of Exports at Europrim, then became Manager of the Export Department at Alcatel-Alstom’s subsidiary, Filotex. In 1982, he was appointed Head of Commercial Aeronautics at Chester Cable in the United States. He then returned to Filotex as Head of Exports in 1984. In 1988, he joined Labinal as Senior Vice-President of Sales before being appointed Head of Sales and Marketing in the Aeronautical Systems Division, then Managing Director in 1995. From 1999 to 2001, he took over as Chief Executive Officer of Labinal, which became Safran Electrical & Power, wherein he became Chairman and CEO in November 2004. In 2006, he was appointed Managing Director of Safran defense and security operations as well as Chairman and Chief Executive Officer of Safran Identity & Security. He was appointed Director and Chief Executive Officer of Safran by the shareholders’ meeting of April 23, 2015, a position he held until December 31, 2020. On the same day, he became a Board member of the Aerospace and Defence Industries Association of Europe (ASD). He has been Vice-Chairman of GIFAS (Groupement des industries françaises aéronautiques et spatiales) since 2015, Director of Belcan Corporation since 2015 and Director at EDF and Pernod Ricard since 2019. Main positions: Director of Belcan Corporation (United States) (since 2015). Director of EDF (France) (since May 2019). Director of Pernod Ricard (France) (since November 2019).

Jacques RICHIER Independent Director Member of the Audit and Financial Statements Committeee 66 years old/French

Biography: Jacques Richier, born on February 12, 1955, has been Chairman of the Board of Directors of Allianz France since January 1, 2021. Since 2010, he has been Chairman and Chief Executive Officer of Allianz France, the French subsidiary of the European insurance leader, after having managed the integration of AGF. Previously, Jacques Richier was Chief Executive Officer of Swiss Life France following a long career with the mutual insurance company AZUR, where he held various responsibilities, particularly in the field of IT and management systems, before becoming Managing Director and then Chairman and Chief Executive Officer. He holds an engineering degree from the National Institute of Applied Sciences (INSA) in Lyon, an MBA from HEC and a postgraduate degree in materials physics. Jacques Richier began his career as a researcher at Berkeley, then moved into the oil industry. Main positions: Terms of office within the Allianz Group: Chairman of the Board of Directors of Allianz France (France), Chairman and Chief Executive Officer of Allianz IARD (France), Chairman and Chief Executive Officer of Allianz Vie (France), Chairman of the Board of Directors of Allianz Maroc (since 2016), Chairman of the Board of Directors of Allianz Retraite (France) (since 2020), Member of the Supervisory Board of Allianz Partners SAS (France) (since 2015). Permanent Representative of Allianz IARD as Member of the Supervisory Board of IDI SCA (France) (since 2016). Member of the Strategy Board of Euler Hermes Group (France) (since 2018). Member of the Supervisory Board of Rothschild Martin Maurel (France). Director of Georgia Healthcare Group Plc (United Kingdom) (since 2015).

In bold: listed companies.

Notice of meeting 2021 37 REPORTS TO THE SHAREHOLDERS’ MEETING Statutory auditors’ report on related party agreements

Statutory auditors’ report on related party agreements

Annual General Meeting held to approve the financial statements for the year ended December 31, 2020

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Annual General Meeting of SUEZ, In our capacity as statutory auditors of your Company, we hereby present to you our report on related party agreements. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the relevance of these agreements prior to their approval. We are also required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce) of the continuation of the implementation, during the year ended December 31, 2020, of the agreements previously approved by the Annual General Meeting. We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the consistency of the information provided to us with the relevant source documents.

Agreements submitted for approval to the Annual General Meeting

We hereby inform you that we have not been notified of any agreements authorized and concluded during the year ended December 31, 2020, to be submitted to the Annual General Meeting for approval in accordance with Article L. 225-38 of the French Commercial Code (Code de commerce). Agreements previously approved by the Annual General Meeting In accordance with Article R. 225-30 of the French Commercial Code (Code de commerce), we have been notified that the implementation of the following agreements, which were approved by the Annual General Meeting in prior years, continued during the year ended December 31, 2020. With Société Générale and HSBC France PERSONS CONCERNED Mr Gérard Mestrallet, Director of Société Générale and Director of your Company until May 12th 2020; Mrs Brigitte Taittinger-Jouyet, Director of HSBC France and Director of your Company.

NATURE AND PURPOSE In its meeting on February 26, 2019, your Company’s Board of Directors authorized the amendment to the syndicated loan agreement.

CONDITIONS The amendment to the syndicated loan agreement sets out the following terms: • A corporate financing without granting of guarantees or securities. • A loan’s principal amount of 2.5 billion euros. • An interest rate at EURIBOR or LIBOR rate, when appropriate, plus a profit margin that may be adjusted depending on the credit rating of the Company, and the index grid based on social and environmental aggregates. • The maturity date is set on April 2024, with extension options until April 2026.

38 Notice of meeting 2021 REPORTS TO THE SHAREHOLDERS’ MEETING Statutory auditors’ report on related party agreements

With Criteria Caixa

PERSON CONCERNED Mr Jean-Louis Chaussade, Director of Criteria Caixa and Chairman of the Board and Director of your Company until May 12, 2020, date on which the agreement lost its quality of agreement subject to the regulated party agreements procedure.

NATURE AND PURPOSE “Master Agreement” entered into between AGBAR, Criteria Caixa and your Company.

CONDITIONS Your Company’ Board of Directors authorized during its meeting on July 17, 2014 that a framework agreement be entered into at that same date between your Company, AGBAR and Criteria Caixa, which provides for the following terms: • the transfer by Criteria Caixa of its 24.26% stake in Hisusa in counterpart to the issuance of 22 million new shares of your Company and a M€ 298,574 cash amount, subsequent to the execution of a contribution agreement and the delivery of an independent auditor’s report on the valuation of the contribution and the fairness of this value with the proposed remuneration (completed on September 17, 2014); • the acquisition by Criteria Caixa from AGBAR of a 15% stake in Aïgues de Barcelona, E.M. De Gestiò Del Cicle Integral de l’Aigua, S.A., 85% of which was held by AGBAR at the time the agreement was entered into, and 15% of which is held by the Barcelona Metropolitan Area (completed in 2014); • the acquisition by Criteria Caixa of a 14.50% stake in Aguas de Valencia, S.A. from your subsidiary SUEZ Groupe (completed in 2014); • the cooptation by the Board of Directors of your Company of a Director designated by Criteria Caixa, as soon as the latter holds 5% of your Company’s share capital. During its October 29, 2014 meeting, your Board of Directors coopted Mr Isidro Faire Casas and appointed him as a member of the Strategy Committee; • the commitment of Criteria Caixa to increase its interest in the share capital of your Company up to 7%; • the obligation for Criteria Caixa to keep its shares during four years from the contribution completion.

Courbevoie and Paris-La Défense, February 25, 2021 The Statutory Auditors French original signed by MAZARS ERNST & YOUNG et Autres Achour Messas Stéphane Pédron

Notice of meeting 2021 39 TEXT OF THE DRAFT RESOLUTIONS

Resolutions to be submitted to the Ordinary Shareholders’ Meeting

Approval of the annual and consolidated Second resolution financial statements for the fiscal year ended (Approval of the consolidated financial statements for the December 31, 2020 (Resolutions 1 and 2) fiscal year ended December 31, 2020) PURPOSE The Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, after having deliberated Resolutions 1 and 2 enable you to approve the Company’s financial and reviewed the Board of Directors’ Report and the Statutory Auditors’ statements, which show a net income of EUR 246,143,041.04, and SUEZ’s consolidated financial statements, which show a net income Group share Report on the consolidated financial statements for the fiscal year ended of EUR -228 million. December 31, 2020, hereby approves the consolidated financial statements for that fiscal year, including the balance sheet, income statement and notes as presented to it, and the transactions reflected in these financial First resolution statements and summarized in these reports. (Approval of the financial statements for the fiscal year ended December 31, 2020) Allocation of the net income for the fiscal year The Shareholders’ Meeting, acting in accordance with the quorum and ended December 31, 2020 and determination majority requirements for Ordinary Shareholders’ Meetings, after having deliberated and reviewed the Board of Directors’ Report and the Statutory of the dividend (Resolution 3) Auditors’ Report on the annual financial statements for the fiscal year ended PURPOSE December 31, 2020, hereby approves the Company’s financial statements for that fiscal year, including the balance sheet, income statement and Under Resolution 3, the Board of Directors asks you to acknowledge the net income for the year ended December 31, 2020 of EUR 246,143,041.04 notes as presented to it, and the transactions reflected in these financial and the distributable income of EUR 952,494,362.23 which, in addition to statements and summarized in these reports, and showing a net income of net income for the fiscal year, also includes previously retained earnings. EUR 246,143,041.04. You are also asked to approve the allocation of this distributable income Pursuant to Article 223-quater of the French General Tax Code, the and the payment of a dividend of EUR 0.65 per share for fiscal year 2020. Shareholders’ Meeting hereby approves the total amount of the expenses The ex-dividend date will be July 6, 2021 with payment made on and charges referred to in Article 39.4 of the French General Tax Code of July 8, 2021. EUR 24,600 for the fiscal year 2020, it being specified that these amounts were taxed at the standard rate of corporate income tax.

40 Notice of meeting 2021 TEXT OF THE DRAFT RESOLUTIONS Resolutions to be submitted to the Ordinary Shareholders’ Meeting

Third resolution The Shareholders’ Meeting therefore sets the ordinary dividend for fiscal (Allocation of the net income for the fiscal year ended year 2020 at EUR 0.65 per share. December 31, 2020 and determination of the dividend) The amount of EUR 408,435,676.35 is based on the number of SUEZ shares outstanding as of December 31, 2020, i.e. 628,362,579 shares, and the final The Shareholders’ Meeting, acting in accordance with the quorum and amount paid will take into account the number of treasury shares held by majority requirements for Ordinary Shareholders’ Meetings, and having the Company at the time the dividend is paid, which, in accordance with deliberated and reviewed the Board of Directors’ Report and the Statutory Article L. 225-210 of the French Commercial Code, do not have dividend Auditors’ Report on the Company’s financial statements for the fiscal year rights. As a result, when the dividend is paid, the dividend corresponding to ended December 31, 2020: treasury shares held by the Company will be allocated to retained earnings. • notes that the distributable income, consisting of net income for When the dividend is paid out to individuals residing in France for tax the fiscal year, amounts to EUR 246,143,041.04, to which are added purposes, it is subject to a single flat-rate deduction at source, applied to previous retained earnings of EUR 706,351,321.19, amounting to a total the gross amount, of 30%, comprising social security contributions at the of EUR 952,494,362.23; and overall rate of 17.2%, and a flat-rate income tax of 12.8% (unless they have • resolves to allocate the distributable income of EUR 952,494,362.23 chosen the annual option for the application of the progressive tax scale as follows: to investment incomes). Distributable income: The ex-dividend date will be on July 6, 2021 with a payment date on July 8, 2021. Net income for fiscal year2020 EUR 246,143,041.04 In accordance with Article 243-bis of the French General Tax Code, the Retained earnings from previous year EUR 706,351,321.19 Shareholders’ Meeting acknowledges the dividend amounts paid in the last Distributable income EUR 952,494,362.23 three fiscal years:

Proposed allocation: Dividend paid Total dividend (in euros) per share distributed EUR 0.65 dividend with respect to fiscal year 2020 EUR 408,435,676.35 Fiscal year 2017 0.65 401,920,823.85 Retained earnings EUR 544,058,685.88 Fiscal year 2018 0.65 401,761,850.10 Fiscal year 2019 0.45 282,678,938.10 For information only, equity items after dividend payment: For individuals residing in France for tax purposes, these dividends were Share capital EUR 2,557,356,896.00 eligible for the 40% tax allowance under Article 158-3-2o of the French Legal reserve EUR 255,735,689.60 General Tax Code upon option. Additional paid-in capital EUR 5,363,982,724.63 Retained earnings for fiscal year 2020 EUR 544,058,685.88

Notice of meeting 2021 41 TEXT OF THE DRAFT RESOLUTIONS Resolutions to be submitted to the Ordinary Shareholders’ Meeting

Composition of the Board of Directors Sixth resolution (Resolutions 4 to 7) (Ratification of the cooptation of Mr. Anthony R. Coscia as Director) PURPOSE The Shareholders’ Meeting, acting in accordance with the quorum and You are asked to ratify the appointments of four Directors (Messrs. Bertrand Meunier, Jacques Richier, Anthony R. Coscia and Philippe Petitcolin) for the majority requirements for Ordinary Shareholders’ Meetings, after having remaining terms of each of their predecessors, namely: deliberated and reviewed the Board of Directors’ Report, ratifies the cooptation of Mr. Anthony R. Coscia, as Director, as decided by the Board • f or Mr. Bertrand Meunier, until the close of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending on of Directors’ meeting of December 18, 2020, for the remaining term of December 31, 2023; his predecessor Mr. Franck Bruel, i.e. until the close of the Shareholders’ • for Mr. Jacques Richier, until the close of the Shareholders’ Meeting Meeting called to approve the financial statements for the fiscal year ending called to approve the financial statements for the fiscal year ending on on December 31, 2021. December 31, 2021; • for Mr. Anthony R. Coscia, until the close of the Shareholders’ Meeting Seventh resolution called to approve the financial statements for the fiscal year ending on (Ratification of the cooptation of Mr. Philippe Petitcolin December 31, 2021; as Director) • for Mr. Philippe Petitcolin. until the close of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending on The Shareholders’ Meeting, acting in accordance with the quorum and December 31, 2022. majority requirements for Ordinary Shareholders’ Meetings, after having The biographies of each of these Directors can be found on pages 36 and 37 deliberated and reviewed the Board of Directors’ Report, ratifies the of the present Notice of Meeting. cooptation of Mr. Philippe Petitcolin, as Director, as decided by the Board of Directors’ meeting of February 1, 2021, for the remaining term of his predecessor Mrs. Isabelle Kocher, i.e. until the close of the Shareholders’ Fourth resolution Meeting called to approve the financial statements for the fiscal year ending (Ratification of the cooptation of Mr. Bertrand Meunier on December 31, 2022. as Director) The Shareholders’ Meeting, acting in accordance with the quorum and Approval of related-party agreements majority requirements for Ordinary Shareholders’ Meetings, after having (Resolution 8) deliberated and reviewed the Board of Directors’ Report, ratifies the cooptation of Mr. Bertrand Meunier, as Director, as decided by the Board PURPOSE of Directors’ meeting of October 27, 2020, for the remaining term of his You are asked, after having read the Statutory Auditors’ Special Report, to predecessor Mr. Isidro Fainé Casas, i.e. until the close of the Shareholders’ take note of the continuation of an agreement entered into and previously Meeting called to approve the financial statements for the fiscal year ending approved by the Shareholders’ Meeting of May 12, 2020. It concerns an on December 31, 2023. amendment to the syndicated facility agreement that the Company signed with banking establishments, thereby securing adequate liquidity for the Fifth resolution Company in favorable market conditions. (Ratification of the cooptation of Mr. Jacques Richier as Director) Eighth resolution The Shareholders’ Meeting, acting in accordance with the quorum and majority (Approval of the Statutory Auditors’ Special Report on requirements for Ordinary Shareholders’ Meetings, after having deliberated related-party agreements governed by Articles L. 225-38 et seq. and reviewed the Board of Directors’ Report, ratifies the cooptation of of the French Commercial Code) Mr. Jacques Richier, as Director, as decided by the Board of Directors’ The Shareholders’ Meeting, acting in accordance with the quorum and majority meeting of October 27, 2020, for the remaining term of his predecessor requirements for Ordinary Shareholders’ Meetings, after having deliberated Mr. Francesco Caltagirone, i.e. until the close of the Shareholders’ Meeting and reviewed the Statutory Auditors’ Special Report on the agreements called to approve the financial statements for the fiscal year ending on governed by Articles L. 225-38 et seq. of the French Commercial Code December 31, 2021. approves the terms of said Report and acknowledges that the related-party agreement entered into and approved by the previous Shareholders’ Meeting, referred to therein, continued during the past fiscal year.

42 Notice of meeting 2021 TEXT OF THE DRAFT RESOLUTIONS Resolutions to be submitted to the Ordinary Shareholders’ Meeting

Compensation of corporate officers Corporate Governance Report stipulated by Article L. 225-37 of said Code, (Resolutions 9 to 15) approves the elements of compensation and the benefits of all kinds paid in fiscal year 2020 or awarded in respect of that year, for the period running PURPOSE from January 1 to May 12, 2020, to Mr. Jean-Louis Chaussade, Chairman of Under Resolution 9, you are asked to vote on the information provided in the Board of Directors, as set out in section 13.1.2.2, A of the Company’s Article L. 22-10-9, I of the French Commercial Code including in particular 2020 Universal Registration Document. information about the 2020 compensation of each of the corporate officers (including Directors) and the pay ratios between the compensation of Eleventh resolution corporate officers (excluding Directors) and the average and median compensation of Company employees. (Vote on the elements of compensation due or awarded Under Resolutions 10 to 12, you are also asked to approve the elements of for fiscal year 2020 to Mr. Philippe Varin, Chairman of the Board compensation paid in fiscal 2020 or awarded in respect of that year to the of Directors, for the period running from May 12 Chairman of the Board of Directors and the Chief Executive Officer. Due to to December 31, 2020) the succession of the Chairman of the Board of Directors on May 12, 2020, Pursuant to Article L. 22-10-34, II of the French Commercial Code, the two separate resolutions are being submitted for your approval concerning this office. Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings and having reviewed the Under Resolutions 13 to 15, you are also asked to approve the compensation Corporate Governance Report stipulated by Article L. 225-37 of said Code, policies applicable to the Chairman of the Board of Directors, the Chief Executive Officer and Directors for fiscal year 2021. approves the elements of compensation and the benefits of all kinds paid in fiscal year 2020 or awarded in respect of that year, for the period running A full description of all the information on the compensation of corporate from May 12 to December 31, 2020, to Mr. Philippe Varin, Chairman of the officers is provided in section 13 of the 2020 Universal Registration Document, as well as on pages 18 to 30 of the present Notice of Meeting. Board of Directors, as set out in section 13.1.2.2, B of the Company’s 2020 Universal Registration Document.

Ninth resolution Twelfth resolution (Vote on the information relating to the compensation (Vote on the elements of compensation due of corporate officers for 2020 as set out in Article L. 22-10-9, I or awarded for fiscal year 2020 to Mr. Bertrand Camus, of the French Commercial Code) Chief Executive Officer) Pursuant to Article L. 22-10-34, I of the French Commercial Code, the Pursuant to Article L. 22-10-34, II of the French Commercial Code, the Shareholders’ Meeting, acting in accordance with the quorum and majority Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings and having reviewed the requirements for Ordinary Shareholders’ Meetings, hereby approves the Corporate Governance Report stipulated by Article L. 225-37 of said Code, elements of compensation and the benefits of all kinds due or awarded for approves the information relating to the compensation of the Company’s fiscal year 2020 to Mr. Bertrand Camus, Chief Executive Officer, as set out corporate officers for 2020 as stipulated by Article L. 22-10-9, I of said in section 13.1.2.1 of the Company’s 2020 Universal Registration Document. Code and as set out in section 13.1.2 of the Company’s 2020 Universal Registration Document. Thirteenth resolution

Tenth resolution (Vote on the compensation policy applicable to the Chairman of the Board of Directors for fiscal year 2021) (Vote on the elements of compensation due or awarded for fiscal year 2020 to Mr. Jean-Louis Chaussade, Chairman Pursuant to Article L. 22-10-8, II of the French Commercial Code, the of the Board of Directors, for the period running from January 1 Shareholders’ Meeting, acting in accordance with the quorum and majority to May 12, 2020) requirements for Ordinary Shareholders’ Meetings and having reviewed the Corporate Governance Report stipulated by Article L. 225-37 of said Code, Pursuant to Article L. 22-10-34, II of the French Commercial Code, the approves the compensation policy for the Chairman of the Board of Directors Shareholders’ Meeting, acting in accordance with the quorum and majority for fiscal year 2021, as set out in section 13.1.1.1 of the Company’s 2020 requirements for Ordinary Shareholders’ Meetings and having reviewed the Universal Registration Document.

Notice of meeting 2021 43 TEXT OF THE DRAFT RESOLUTIONS Resolutions to be submitted to the Ordinary Shareholders’ Meeting

Fourteenth resolution Powers for formalities (Vote on the compensation policy applicable (Resolution 16) to the Chief Executive Officer for fiscal year 2021) PURPOSE Pursuant to Article L. 22-10-8, II of the French Commercial Code, the Resolution 16 grants powers to carry out all formalities required by regulations Shareholders’ Meeting, acting in accordance with the quorum and majority following the Shareholders’ Meeting. requirements for Ordinary Shareholders’ Meetings and having reviewed the Corporate Governance Report stipulated by Article L. 225-37 of said Code, approves the compensation policy for the Chief Executive Officer for fiscal Sixteenth resolution year 2021, as set out in section 13.1.1.2 of the Company’s 2020 Universal (Delegation of powers for formalities) Registration Document. The Shareholders’ Meeting, acting in accordance with the quorum and Fifteenth resolution majority requirements for Ordinary Shareholders’ Meetings, authorizes any person holding an original, copy or extract of the minutes of this Meeting (Vote on the compensation policy applicable to Directors to carry out all necessary filings and formalities. for fiscal year 2021) Pursuant to Article L. 22-10-8, II of the French Commercial Code, the Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings and having reviewed the Corporate Governance Report stipulated by Article L. 225-37 of said Code, approves the compensation policy for the Directors for fiscal year 2021, as set out in section 13.1.1.3 of the Company’s 2020 Universal Registration Document.

44 Notice of meeting 2021 PRACTICAL INFORMATION Summary of key information

Who can take part in the Shareholders’ Meeting? What are the participation and voting proceeding? Any shareholder of SUEZ may attend the Shareholders’ Meeting. To do To exercise their right to vote, shareholders may vote by correspondence so, you simply need to prove ownership of your Company shares on the or give their proxy to the Meeting Chairman or to any other individual or second trading day prior to the Meeting, i.e. on June 28, 2021 at midnight legal entity of their choice. (Paris time), by the shares being listed in the name of the shareholder or, Shareholders have two methods to choose from for participating and voting in the case of a non-resident shareholder, in the name of the authorized in the Shareholders’ Meeting: use the online voting website VOTACCESS intermediary listed under the shareholder’s account: (follow the instructions on page 5) or use the voting form (follow the • for REGISTERED shareholders: in the Company’s share register held instructions on pages 6 and 7). by its representative, CACEIS Corporate Trust; • for BEARER shareholders: in securities accounts held by the authorized intermediary. Registration is evidenced by a shareholder certificate of participation issued by the authorized intermediary.

How do I submit a written question?

Every shareholder has the option of submitting written question, which the Company head office for the attention of the General Secretary, Tour CB 21, Board of Directors will answer during the Shareholders’ Meeting or on the 16, place de l’Iris, 92040 Paris La Défense Cedex, France, or by email to: Company’s website under the section “Answers to written questions” (2021 [email protected], no later than the second business day preceding Shareholders’ Meeting section). These written questions shall be sent to the date of the Shareholders’ Meeting, i.e. June 28, 2021. They must be the Board of Directors, by registered mail with receipt requested, to the accompanied by a shareholder certificate of participation.

Notice of meeting 2021 45 PRACTICAL INFORMATION How do I obtain more information?

How do I obtain more information?

On the website By contacting Shareholders Relations All of these documents and information provided for in Article R. 22-10-23 of For any questions about this Shareholders’ Meeting, please contact the French Commercial Code will be available no later than the twenty-first Shareholders Relations using the contact information provided on the back day prior to the Shareholders’ Meeting, i.e. June 9, 2021, at the following of this Notice. address: https://www.suez.com/en/Finance/Financial-information/ Annual-General-Meetings. On request Shareholders may also, within the legal time limits, obtain the documents At the head office provided for in Articles R. 225-81 and R. 225-83 of the French Commercial In accordance with legislation, you may consult at SUEZ head office all Code by returning the form requesting the sending of documents and documents that will be submitted to the Shareholders’ Meeting, and that information on page 47, duly completed and signed, to CACEIS Corporate the Company must make available to its shareholders. Trust, Service Assemblées Générales – 14, rue Rouget-de-Lisle, 92862 Issy- les-Moulineaux Cedex 9, France.

46 Notice of meeting 2021 PRACTICAL INFORMATION Request for the sending of documents and information

Request for the sending of documents and information

Help us protect the environment by using less printed paper. The documents made available to shareholders according to the provisions of the French Commercial Code may be consulted or downloaded at the following address: https://www.suez.com/en/Finance/Financial-information/Annual-General-Meetings. However, if you still wish to receive documents by post, please fill in, sign and return this form to: CACEIS Corporate Trust – Service Assemblées Générales – 14, rue Rouget-de-Lisle, 92862 Issy-les-Moulineaux Cedex 9, France. Due to the government measures taken to curb the spread of the virus, receipt of the document cannot be guaranteed.

Ordinary Shareholders’ Meeting of June 30 , 2021

I, Mrs./Ms./Mr.: Name or Company name (1): ...... First name: ...... Address: ...... Email address: ...... Owner of ...... shares of SUEZ wish to be sent the documents and information concerning the Ordinary Shareholders’ Meeting of June 30, 2021 in accordance with Article R. 225-83 of the French Commercial Code, in the form of:  printed documents;  electronic files to the email address indicated above. Signed at: ...... , on: ...... 2021

Signature

NOTICE: Pursuant to Article R. 225-88 of the French Commercial Code, holders of registered shares may, by submitting a single request, have the Company send them the documents and information specified in Articles R. 225-81 and R. 225-83 of the French Commercial Code whenever a subsequent Shareholders’ Meeting is convened. If you would like to benefit from this option, please indicate it on this form. The request should be addressed to SUEZ – Service Relations Actionnaires – Tour CB 21, 16, place de l’Iris, 92040 Paris La Défense Cedex, France.

(1) Legal entities should indicate their precise corporate name.

Notice of meeting 2021 47 48 Notice of meeting 2021 PRACTICAL INFORMATION Reply form to opt for e-convocation

Form to opt for e-convocation

As a SUEZ shareholder, you receive an invitation to the Shareholders’ Meeting each year. Since 2010, SUEZ has been offering electronic invitations, meaning that you receive your invitation electronically either from the Company or the agent it uses to manage the Shareholders’ Meeting. By opting for e-convocation, you are choosing a simple, fast, secure and economical form of notification. By choosing this method, you are helping to protect the environment in reducing our carbon impact by avoiding the printing and mailing of paper Notices of Meeting by post. To opt for e-convocation for the Shareholders’ Meetings following the one on June 30 , 2021, you can simply do one of the following: 1 log in directly to the e-consent section of the site: https://www.nomi.olisnet.com; or 2 complete the reply form below (also available on the Company’s website https://www.suez.com/en/Finance/Financial-information/Annual-General- Meetings) legibly writing your name, date of birth and email address, then send it by post to CACEIS Corporate Trust. If you have already opted for e-convocation but are still receiving “paper” documentation, it means that your request was incomplete or illegible. In this case, please resubmit your request by sending us the reply slip below.

Mail a letter for the attention of: CACEIS Corporate Trust Service Assemblées Générales Reply form to opt for e-convocation 14, rue Rouget-de-Lisle 92862 lssy-les-Moulineaux Cedex 9, France

I wish to receive electronic communications relating to my shareholder’s account and Shareholders’ Meetings, and thus to receive by email:  my notification and the documentation relating to SUEZ Shareholders’ Meetings. I have therefore completed the following fields (all fields are mandatory and must be completed in capital letters): Mrs./Ms./Mr.: Name or Company name: ...... First name: ...... Date of birth (dd/mm/yyyy): ...... / ...... / ...... Email address: ...... @ ...... Signed at: ...... on: ...... 2021 Signature

Notice of meeting 2021 49

FOR MORE INFORMATION:

• SUEZ Shareholders Relations Tour CB 21 – 16, place de l’Iris 92040 PARIS LA DEFENSE CEDEX, FRANCE

Calling from outside France: +33 (0)1 71 29 81 79

• www.suez.com • Email: [email protected] nt – FOR SHAREHOLDER CLUB MEMBERS • www.club.suez.com • Email: [email protected]

FOR INSTITUTIONAL SHAREHOLDERS • Email: [email protected] • Tel: +33 (0)1 58 81 54 85 SUEZ / Mediacenter / Denis Félix – © SUEZ / / Denis Félix Dupo CDP News / Cyrille SUEZ / Mediacenter

SUEZ Limited company with a capital of €2,557,356,896 Tour CB21 — 16, place de l’Iris 92040 Paris La Défense Cedex Tel. +33 (0)1 58 81 20 00 Fax +33 (0)1 58 81 25 00 433 466 570 R.C.S. NANTERRE www.suez.com Photo Credits: © SUEZ / The Explorers / Valentin Pacaut – © Pacaut / Valentin © SUEZ / The Explorers Photo Credits: © SUEZ / David Plas – © SUEZ / William Daniels – © SUEZ / Abaca Press / Patrick Wack – © SUEZ / Sylvain Daumy. – © SUEZ / Sylvain Wack Patrick © SUEZ / David Plas – William Daniels – © SUEZ / Abaca Press /