REFERENCE DOCUMENT 2011 REFERENCE DOCUMENT 2011 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, 2010: Annual Report, Consolidated Accounts and the corresponding Statutory Auditors’ Report, included in Chapters 9, 20.1 and 20.2, respectively, of the Reference Document filed with the AMF on April 8, 2011 under number R.11-009; • for the year ended December 31, 2009: Annual Report, Consolidated Accounts and the corresponding Statutory Auditors’ Report, included in Chapters 9, 20.1 and 20.2, respectively, of the Reference Document filed with the AMF on April 12, 2010 under number R.10-017. This Reference Document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) on April 4, 2012, 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 9 FINANCIAL REVIEW 105 11 FOR INFORMATION 59.1 General information 106 1.1 Person responsible for the 9.2 Income statements analysis 108 Reference Document 5 9.3 Financing and net debt 114 1.2 Declaration of the person responsible 9.4 Provisions 119 for the Reference Document 5 9.5 Contractual commitments 119 9.6 Parent Company financial statements 122 2 STATUTORY AUDITORS 7 9.7 Outlook 122 2.1 Principal Statutory Auditors 7 2.2 Deputy Statutory Auditors 7 CASH AND SHAREHOLDERS’ 10 EQUITY 123 3 SELECTED FINANCIAL 10.1 Company shareholders’ equity 124 INFORMATION 910.2 Source and amount of the issuer’s cash flows and description of cash flows 124 10.3 Borrowing terms and issuer’s RISK FACTORS 11 4 financing structure 125 4.1 Main risks 12 10.4 Restrictions on the use of capital 126 4.2 Risk management and control within 10.5 Expected sources of financing to the Group 25 meet the commitments relating to investment decisions 127 5 GROUP INFORMATION 33 5.1 Group history and reorganization 34 RESEARCH AND DEVELOPMENT, 5.2 Investments 36 11 PATENTS AND LICENSES 129 11.1 Research and development 130 6 OVERVIEW OF ACTIVITIES 37 11.2 Trademarks, patents and licenses 133 6.1 General information 38 6.2 Group’s strengths 40 12 INFORMATION ON TRENDS 135 6.3 Strategy 44 6.4 Presentation of the market and PROFITS FORECASTS OR competitive position 50 13 ESTIMATES 137 6.5 Description of the Group’s main activities 58 6.6 Dependence factors 79 ADMINISTRATIVE, MANAGEMENT 6.7 Legal and regulatory framework 79 AND SUPERVISORY BODIES AND 6.8 Group environmental, corporate and 14 GENERAL MANAGEMENT 139 social responsibility policy 87 14.1 Composition and functioning of management and supervisory bodies 140 7 ORGANIZATIONAL CHART 99 14.2 Conflicts of interest within administrative 7.1 Simplified Group organization as of bodies and General Management 150 December 31, 2011 99 7.2 Presentation of the Group’s main COMPENSATION AND subsidiaries 99 15 BENEFITS 151 7.3 Relations with subsidiaries 100 15.1 Compensation and benefits in kind 152 REAL ESTATE AND 15.2 Amounts provisioned by the Company and its subsidiaries for the payment 8 EQUIPMENT 101 of pensions, retirement plans and 8.1 Group real estate and equipment 101 other benefits to the Management Committee members 156 8.2 Environmental constraints that may affect the Group’s use of its fixed assets 104 The elements of the Annual Financial Report are clearly identified in the sub-table of contents using the AFR pictograms. 2 SUEZ ENVIRONNEMENT - REFERENCE DOCUMENT 2011 FUNCTIONING OF ADMINISTRATIVE ADDITIONAL INFORMATION 32 1 16 AND MANAGEMENT BODIES 157 21 21.1 General information on share capital 32 2 16.1 Terms of office for members of 21.2 Memorandum of association and bylaws 32 7 administrative and management bodies 158 16.2 Information on service contracts between members of the Company’s 22 SIGNIFICANT CONTRACTS 33 3 administrative and management bodies and the Company or any of its subsidiaries 159 INFORMATION FROM THIRD 16.3 Board of Directors committees 159 PARTIES, STATEMENTS OF 16.4 Statement on corporate governance 159 EXPERTS, AND DECLARATIONS OF 16.5 Report of the Chairman of the Board INTEREST 33 5 of Directors prepared in accordance 23 with article L. 225-37 of the French commercial code 160 DOCUMENTS AVAILABLE 16.6 Statutory auditors’ report on the 24 TO THE PUBLIC 33 7 report prepared by the Chairman of the Board of Directors 173 24.1 Consultation of documents 33 7 24.2 Schedule for financial information 33 7 17 EMPLOYEES 175 17.1 Human resources 176 INFORMATION ON EQUITY 17.2 Social information 180 25 INTERESTS 3 39 17.3 Stock option and bonus share allocation plans 186 COMBINED ORDINARY 17.4 Employee incentives and profit- AND EXTRAORDINARY sharing ( France) 186 SHAREHOLDERS’ GENERAL 17.5 Employee shareholding 18 7 MEETING OF MAY 24, 2012 34 1 17.6 Pensions and other employee benefit 26 obligations 188 26.1 Agenda 34 2 26.2 Report of the Board of Directors on 18 MAJOR SHAREHOLDERS 189 the resolutions presented to the Combined Ordinary and Extraordinary 18.1 Breakdown of share capital as of General Shareholders’ Meeting to be December 31, 2011 190 held on May 24, 2012 34 3 18.2 Major shareholders’ voting rights 191 26.3 Report of the statutory auditors 18.3 Company control – shareholders’ on related party agreements and agreement 192 commitments 35 0 18.4 Agreements that may result in a 26.4 Reports of the statutory auditors to change of control 193 the Combined Ordinary and 18.5 Summary of transactions made by Extraordinary Shareholders’ Meeting persons indicated in article L. 621-18-2 of May 24, 2012 35 4 of the monetary and financial code 26.5 Resolutions 36 1 during the year ended December 31, 2011 193 RELATED-PARTY GLOSSARY 3 79 19 TRANSACTIONS 19 5 NOTE ON METHODOLOGY 38 1 FINANCIAL INFORMATION RELATING TO THE COMPANY’S ASSETS, FINANCIAL POSITION CONCORDANCE TABLE 38 3 20 AND REVENUES 199 20.1 Consolidated financial statements 20 0 20.2 Statutory auditors’ report on the consolidated financial statements 292 20.3 Parent Company financial statements 294 20.4 Statutory auditors’ report on the Parent Company financial statements 314 20.5 Dividend distribution policy 31 6 20.6 Legal and arbitration proceedings 31 6 20.7 Significant change in the financial or business situation 32 0 SUEZ ENVIRONNEMENT - REFERENCE DOCUMENT 2011 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 filed with the Autorité des marchés financiers (the “AMF”) on April 4, 2012. 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. 4 SUEZ ENVIRONNEMENT - REFERENCE DOCUMENT 2011 1 PERSONS RESPONSIBLE FOR INFORMATION 1 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, 2011 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 standards, amendments and interpretations adopted or early-adopted in 2011.” Jean-Louis Chaussade Chief Executive Officer SUEZ ENVIRONNEMENT - REFERENCE DOCUMENT 2011 5 1 PERSONS RESPONSIBLE FOR INFORMATION 6 SUEZ ENVIRONNEMENT - REFERENCE DOCUMENT 2011 2 STATUTORY AUDITORS 2.1 PRINCIPAL STATUTORY AUDITORS 2 • Ernst & Young et Autres • Mazars 1/2, place des Saisons 61, rue Henri Regnault – Tour Exaltis 92400 Courbevoie Paris La Défense 1 - FRANCE 92400 Courbevoie – FRANCE Appointed by decision of the Combined Ordinary and Extraordinary Appointed by decision of the Combined Ordinary and Extraordinary Shareholders’ Meeting of December 21, 2007 for the remaining Shareholders’ Meeting of July 15, 2008, for a period of 6 years, and duration of the term of office of its predecessor, and expiring at the will expire at the close of the Ordinary Shareholders’ Meeting called close of the Ordinary Shareholders’ Meeting called in 2012 to approve in 2014 to approve the financial statements for the fiscal year ending the financial statements for the fiscal year ending December 31, 2011.