Notice & Information Brochure
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NOTICE & INFORMATION BROCHURE Combined Shareholder’s General Meeting of VEOLIA ENVIRONNEMENT WEDNESDAY, APRIL , AT : P.M. at the Maison de la Mutualité 24 rue Saint- Victor, 75005 Paris SUMMARY Message from the Chairman and CEO 3 How to participate and vote at the General Meeting 4 Profile 8 Our businesses 8 Key figures 9 Financial information 11 Governance 12 WELCOME Business model 14 Veolia’s new strategic program for the period to the Combined Shareholder’s 2020-2023: Impact 2023 16 General Meeting of Veolia’s purpose 18 VEOLIA ENVIRONNEMENT Brief review 21 April 22, 2020 Company results for the last at 3.00 p.m. five years 33 at the Maison de la Mutualité Presentation of governance 24 rue Saint-Victor, 75005 Paris and the Board of Directors 34 Board of Directors 34 Board Committees 41 Biography of the Directors proposed for renewal 43 Important warning Presentation of the In the current context of the Covid-19 epidemic and taking into compensation of account the very recent measures taken by the French authorities, Mr. Antoine Frérot, Chairman for a period of at least 15 days from March 17, 2020, concerning the and Chief Executive Officer 47 confinement of persons and the closure of establishments open to the public, the shareholders’ attention is drawn to the fact that Agenda of the General (i) this annual general meeting (AGM) of the Company could be Shareholders’ Meeting held without the physical presence of the shareholders and, (ii) the place of its holding could have to be moved. In such a case, (Combined Annual Ordinary and the shareholders would be informed through a corrective notice Extraordinary) of April 22, 2020 52 published in the French official gazette (Bulletin des Annonces Obligatoires) 2 weeks before the meeting, a press release and Report of the Board of Directors an information posted on the company’s website in the section and draft resolutions submitted dedicated to shareholders. Consequently, shareholders are invited to the combined general meeting 53 to regularly consult, the section dedicated to the 2020 annual general meeting of the Company: Statutory auditors’ report https://www.veolia.com/en/veolia-group/finance/shareholders. on the issue of shares and/ or marketable securities with and/or without cancellation of preferential subscription rights 101 Informations - shareholders: 0 805 800 000 - Toll-free number in France Request for documents and (no charge, except in Overseas Departments information 107 and Territories) This is a free translation into English from the original version in French and is provided solely for the convenience of English speaking readers. 2 VEOLIA ENVIRONNEMENT / NOTICE & INFORMATION BROCHURE - COMBINED SHAREHOLDERS’ GENERAL MEETING, APRIL 22 2020 MESSAGE FROM THE CHAIRMAN AND CEO Ladies and Gentlemen, Dear Shareholders, I am pleased to invite you to the Combined General Meeting of Veolia Environnement on Wednesday, April 22, 2020 at 3:00 p.m., at the Maison de la Mutualité, in the presence of the members of the Board of Directors and Group senior management. Attending the Shareholders’ Meeting in person is a shareholder As in previous years, this General Meeting is a key moment of right. However, in the current context of the coronavirus epidemic information and exchange between Veolia and its shareholders, (covid-19) and given the risk posed by public transport and public presenting the Group’s 2019 results, its outlook and strategy and gatherings, I would strongly encourage you to attend the meeting the Company’s governance and vote remotely this year, as recommended by the French 2019 was a pivotal year for Veolia on many fronts: firstly, because Financial Markets Authority (Autorité des marchés financiers-AMF) it saw us successfully conclude the development plan launched in on March 6, 2020. Our General Meeting will be streamed over 2016, exceeding our objectives; it was also the year we defined our the internet, as it is each year. Measures will be implemented to Company’s Purpose, further anchoring its actions in the long-term; enable you to ask any questions. Finally, in addition to voting by and finally we prepared our new strategic plan, Impact 2023, which postal ballot, you can also vote electronically using the VOTACCESS was launched at the beginning of 2020 and will serve as the Group’s website. compass during the next four years. Bolstered by the success of its I would like to take this opportunity to thank each and every one 2016-2019 plan and well positioned in buoyant markets, as at the of you for your continued confidence in our Company, dedicated heart of this century’s major changes, your Group’s ambition is to to environmental services and optimized resource management. become the reference company for ecological transformation. During this Shareholders’ Meeting, you can vote and play an active role in the decisions concerning your Group. This document contains a detailed presentation of the resolutions proposed by the Board ANTOINE FRÉROT of Directors and presented for your approval. It also contains all the practical information necessary to enable you to vote at this Shareholders’ Meeting. VEOLIA ENVIRONNEMENT / NOTICE & INFORMATION BROCHURE - COMBINED SHAREHOLDERS’ GENERAL MEETING, APRIL 22 2020 3 HOW TO PARTICIPATE AND VOTE AT THE GENERAL MEETING All shareholders may participate in the Combined General Meeting, regardless of the number of shares they own. Warning: The modalities of physical participation at the The right of shareholders to participate in the meeting is subject to their general meeting could evolve according to health and/or legal shares being registered in their name or in the name of the intermediary imperatives linked to the epidemic of Coronavirus (Covid-19). acting on their behalf on the second business day preceding the date of In this context, the Company encourages you to participate by the meeting, i.e. on April 20, 2020, at 0:00 a.m., Paris time. remote voting either by filling out a voting form or by using the secure VOTACCESS website through the custodian. In addition, Registration of the shares in bearer share accounts kept by financial you are invited to regularly consult the section dedicated intermediaries must be evidenced by a certificate of participation to the 2020 general meeting on the company’s website: issued by such intermediaries, attached to the single form for mail- https://www.veolia.com/en/veolia-group/finance/shareholders. in ballot or for proxy ballot or for a request for an admission card in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary. YOU ATTEND THE GENERAL MEETING IN PERSON You have to request an admission pass. REGISTERED SHAREHOLDERS BEARER SHAREHOLDERS ONLINE • connect yourself to the website www.sharinbox. • connect yourself using your usual access codes to societegenerale.com using your usual ID and follow the internet portal of your custodian to access the the procedure presented on screen to print-out your VOTACCESS website and follow the procedure admission pass. indicated on screen to print-out your admission pass BY MAIL • tick box A in the top part of the form • sign and date the bottom of the form • write your name, first name and address in the lower right hand part of the form, or check them if they are already printed there. Send your request directly to the Société Générale, Send your request to your bank or the manager of your Service des assemblées (General Meetings share portfolio. Department) using the prepaid envelope enclosed with the notice and information brochure. An admission pass will be sent to you. The admission card is essential in order to participate in the meeting and shall be requested from each shareholder upon signing the attendance register. In the event that you have not received your requested admission card two days prior to the General Meeting, you can obtain any necessary information by contacting, accordingly, your financial intermediary or Société Générale’s admission card call centre between 8:30 a.m. and 6:00 p.m., from Monday to Friday, on the following number: 0 825 315 315 (Calls cost 0.15 excl. VAT/min., from France). Phone number from outside France: +33 (0)251 85 59 82 (cost of call depending on the local operator). YOU DO NOT ATTEND THE GENERAL MEETING IN PERSON You may elect one of the following options: ONLINE REGISTERED SHAREHOLDERS BEARER SHAREHOLDERS A. Vote: Connect yourself to the website www.sharinbox.societegenerale.com using your usual ID and follow the procedure indicated on screen Connect yourself using your usual access codes B. Authorize the Chairman to the internet portal of your custodian to access of the meeting to vote Notify or revoke this decision by electronic means the VOTACCESS website and follow the procedure on your behalf: by connecting yourself to the website indicated on screen. www.sharinbox.societegenerale.com and C. Appoint another person following the procedure on screen as your proxy: 4 VEOLIA ENVIRONNEMENT / NOTICE & INFORMATION BROCHURE - COMBINED SHAREHOLDERS’ GENERAL MEETING, APRIL 22 2020 HOW TO PARTICIPATE AND VOTE AT THE GENERAL MEETING REGISTERED BEARER BY MAIL SHAREHOLDERS SHAREHOLDERS A. To vote: • tick box 1 on the form; • show your vote; • sign and date the bottom of the form. You want to vote “for” each resolution: do not ink out any box. Send your form to your bank or the manager of your share You want to vote “against” a resolution or “abstain”: ink out the box “No” Send your request directly portfolio as soon as possible, or “Abs.” whose number corresponds to the number of the resolution. to Société Générale using and in any case early enough the envelope T, at the for the latter to be able to B.