REFERENCE DOCUMENT 2012 REFERENCE DOCUMENT 2012 INCORPORATION BY REFERENCE Pursuant to Article 28 of European Regulation No. 809/2004 of April 29, 2004, this Reference Document incorporates by reference the following information: • for the year ended December 31, 2011: Annual Report, Consolidated Accounts and the corresponding statutory auditors’ report, included in sections 9, 20.1 and 20.2, respectively, of the Reference Document registered with the AMF on April 4, 2012 under number D.12-0277; • for the year ended December 31, 2010: Annual Report, Consolidated Accounts and the corresponding statutory auditors’ report, included in sections 9, 20.1 and 20.2, respectively, of the Reference Document filed with the AMF on April 8, 2011 under number R.11-009. This Reference Document was registered with the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) on April 5, 2013, in accordance with the provisions of Article 212-13 of the AMF General Regulations. It may not be used in support of a financial transaction unless supplemented by an offering memorandum approved by the AMF. It has been prepared by the issuer and is binding on the signatories. CONTENTS PERSONS RESPONSIBLE 19FOR INFORMATION 5 FINANCIAL REVIEW AFR 113 1.1 Person responsible for the Reference 9.1 General information 114 Document 5 9.2 Analysis of income statements 116 1.2 Declaration of the person responsible 9.3 Financing and net debt 121 for the Reference Document AFR 5 9.4 Provisions 126 9.5 Contractual commitments 127 2 STATUTORY AUDITORS 7 9.6 Parent Company financial statements 129 2.1 Principal statutory auditors 7 9.7 Outlook 129 2.2 Deputy statutory auditors 7 CASH AND SHAREHOLDERS’ 3 SELECTED FINANCIAL INFORMATION 9 10 EQUITY 131 10.1 Company shareholders’ equity 132 10.2 Source and amount of the issuer’s cash flows and description of cash flows 132 4 RISK FACTORS 11 10.3 Borrowing terms and issuer’s 4.1 Main risks 12 financing structure 133 4.2 Risk management and control within 10.4 Restrictions on the use of capital 134 the Group 26 10.5 Expected sources of financing to meet the commitments relating to investment decisions 135 5 GROUP INFORMATION AFR 33 5.1 History and reorganization of the Group 34 5.2 Investments 36 RESEARCH AND INNOVATION, TRADEMARKS, PATENTS 11 AND LICENSES AFR 137 6 OVERVIEW OF ACTIVITIES AFR 37 11.1 Research and Innovation 138 6.1 General information 38 11.2 Trademarks, patents and licenses 141 6.2 Group’s strengths 41 6.3 Strategy 44 AFR 6.4 Presentation of the market and 12 INFORMATION ON TRENDS 143 competitive position 51 6.5 Description of the Group’s main activities 59 6.6 Dependence factors 81 13 PROFIT FORECASTS OR ESTIMATES 145 6.7 Legal and regulatory framework 81 6.8 Group environmental, corporate and social responsibility policy 90 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND 7 ORGANIZATIONAL CHART 107 14 GENERAL MANAGEMENT AFR 147 14.1 Composition of administrative and 7.1 Simplified Group organization as of management bodies 148 December 31, 2012 107 14.2 Conflicts of interest within 7.2 Presentation of the Group’s main administrative bodies and General subsidiaries 107 Management 165 7.3 Relations with subsidiaries 108 15 COMPENSATION AND BENEFITS AFR 167 8 REAL ESTATE AND EQUIPMENT AFR 109 15.1 Compensation and benefits in kind 168 8.1 Group real estate and equipment 109 15.2 Amounts provisioned by the Company 8.2 Environmental constraints that may and its subsidiaries for the payment affect the Group’s use of its fixed assets 112 of pensions, retirement benefits, and other benefits to members of the Management Committee 174 The elements of the Annual Financial Report are clearly identified in the sub-table of contents using the AFR pictograms. AFR 2 SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2012 FUNCTIONING OF 20.5 Dividend distribution policy 344 ADMINISTRATIVE AND 20.6 Legal and arbitration proceedings 344 16 MANAGEMENT BODIES AFR 175 20.7 Significant change in the financial or business situation 348 16.1 Terms of office of members of the Board of Directors 176 16.2 Information on service contracts 21 ADDITIONAL INFORMATION AFR 349 between members of the Company’s 21.1 General information on share capital 350 administrative and management bodies and the Company or any 21.2 Memorandum of association and Bylaws 355 of its subsidiaries 177 16.3 Committees of the Board of Directors 177 22 SIGNIFICANT CONTRACTS 363 16.4 Report of the Chairman of the Board of Directors prepared in accordance with Article L. 225-37 of the French Commercial Code 178 INFORMATION FROM THIRD 16.5 Statutory auditor’s report on the report PARTIES, STATEMENTS OF prepared by the Chairman EXPERTS AND DECLARATIONS OF of the Board of Directors 195 23 INTEREST 365 17 EMPLOYEES AFR 197 DOCUMENTS AVAILABLE TO THE 17.1 Human resources 198 24 PUBLIC 367 17.2 Social information 202 24.1 Consultation of documents 367 17.3 Stock option and bonus share 24.2 Financial reporting calendar 367 allocation plans 209 17.4 Employee incentives and profit sharing (France) 210 INFORMATION ON EQUITY 17.5 Employee shareholding 210 25 INTERESTS 369 17.6 Pensions and other employee benefit obligations 211 COMBINED ORDINARY AND EXTRAORDINARY 18 MAJOR SHAREHOLDERS AFR 213 SHAREHOLDERS’ MEETING 18.1 Breakdown of share capital as of OF MAY 23, 2013 371 December 31, 2012 214 26 18.2 Major shareholders’ voting rights 215 26.1 Agenda 372 18.3 Company control – shareholders’ 26.2 Report of the Board of Directors on agreement 215 the resolutions presented to the Combined Ordinary and Extraordinary 18.4 Agreement that may result in a Shareholders’ Meeting to be held on change of control 217 May 23, 2013 372 18.5 Summary of transactions 26.3 Report of the statutory auditors made by persons indicated on related-party agreements and in article L. 621-18-2 of the French commitments 376 Monetary and Financial Code during the year ended December 31, 2012 218 26.4 Reports of the statutory auditors to the Combined Ordinary and Extraordinary Shareholders’ Meeting 19 RELATED-PARTY of May 23, 2013 380 TRANSACTIONS AFR 219 26.5 Draft resolutions submitted to the Ordinary and Extraordinary Shareholders’ Meeting of May 23, 2013 382 FINANCIAL INFORMATION RELATING TO THE COMPANY’S G GLOSSARY 389 20 ASSETS, FINANCIAL SITUATION AND REVENUES 223 20.1 Consolidated financial statements AFR 224 N NOTE ON METHODOLOGY 391 20.2 Statutory auditors’ report on the consolidated financial statements AFR 318 20.3 Parent Company financial statements AFR 320 CONCORDANCE TABLE 393 20.4 Statutory auditors’ report on the TC Parent Company financial statements AFR 342 SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2012 3 NOTICE The Company = SUEZ ENVIRONNEMENT COMPANY The Group = The Company and its subsidiaries The Reference Document serves as the Management Report (see Concordance Table) This document is a free translation of French language Reference Document that was registered with the Autorité des marchés financiers (the “AMF”) on April 5, 2013. It has not been approved by the AMF. This translation has been prepared solely for the information and convenience of shareholders of SUEZ ENVIRONNEMENT COMPANY. No assurances are given as the accuracy or completeness of this translation, and SUEZ ENVIRONNEMENT COMPANY 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 Reference Document, the French version shall prevail. 4 SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2012 1 PERSONS RESPONSIBLE 1 FOR INFORMATION 1.1 PERSON RESPONSIBLE FOR THE REFERENCE DOCUMENT Mr. Jean-Louis Chaussade, Chief Executive Officer of SUEZ ENVIRONNEMENT COMPANY. 1.2 DECLARATION OF THE PERSON RESPONSIBLE FOR THE REFERENCE DOCUMENT “I hereby certify, after taking all reasonable measures to that effect, that the information contained in this Reference Document is, to the best of my knowledge, accurate and does not include any omission that would distort its substance. I certify that, to the best of my knowledge, the financial statements have been drawn up in accordance with applicable accounting standards and give a true and fair view of the assets, financial situation and results of the Company as well as of that of all the companies included in the consolidation, and that the management report enclosed presents a true and fair picture of the way in which business is developing, the results, and the financial situation of the Company and all the companies included in the consolidation, as well as a description of the main risks and uncertainties they face. I have obtained an audit completion letter from the statutory auditors, in which they indicate that they have audited the information concerning the financial position and the financial statements presented in this Reference Document, and have read the entire document. The consolidated financial statements for fiscal year ended December 31, 2012 presented in this document are the subject of a report by the statutory auditors in section 20.2, which contains an observation that does not put into question their opinion. This observation outlines the impact of new amendments adopted in 2012.” Jean-Louis Chaussade Chief Executive Officer SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2012 5 1 PERSONS RESPONSIBLE FOR INFORMATION Declaration of the person responsible for the Reference Document 6 SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2012 2 STATUTORY AUDITORS 2 2.1 PRINCIPAL STATUTORY