REFERENCE DOCUMENT 2013 2013 REFERENCE DOCUMENT 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, 2012: Annual Report, Consolidated Accounts and the corresponding statutory auditors’ report, included in chapters 9, 20.1 and 20.2, respectively, of the Reference Document registered with the AMF on April 5, 2013 under number D.13-0302; ■ for the year ended December 31, 2011: Annual Report, Consolidated Accounts and the corresponding statutory auditors’ report, included in chapters 9, 20.1 and 20.2, respectively, of the Reference Document registered with the AMF on April 4, 2012 under number D.12-0277. This Reference Document was registered with the French Financial Markets Authority (Autorité des marchés financiers – AMF) on April 14, 2014, 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. SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2013 1 CONTENTS PERSONS RESPONSIBLE FINANCIAL REVIEW AFR 107 1 FOR INFORMATION 5 9 9.1 General Information 108 1.1 Person responsible for the Reference Document 5 9.2 Analysis of income statements 110 1.2 Declaration of the person responsible 9.3 Financing and net debt 114 for the Reference Document AFR 5 9.4 Provisions 120 9.5 Contractual commitments 120 STATUTORY AUDITORS 7 9.6 Parent Company financial statements 122 9.7 Outlook 122 2 2.1 Principal statutory auditors 7 2.2 Deputy statutory auditors 7 CASH AND SELECTED FINANCIAL 10 SHAREHOLDERS’ EQUITY 123 3 INFORMATION 9 10.1 Company shareholders’ equity 124 10.2 Source and amount of the issuer’s cash flows and description of cash flows 124 RISK FACTORS 11 10.3 Borrowing terms and issuer’s financing 4 4.1 Main risks 12 structure 125 4.2 Risk management and control within the Group 25 10.4 Restrictions on the use of capital 126 10.5 Expected sources of financing to meet commitments relating to investment decisions 126 5 GROUP INFORMATION AFR 33 5.1 History and reorganization of the Group 34 RESEARCH AND INNOVATION, 5.2 Investments 36 11 TRADEMARKS, PATENTS AFR OVERVIEW OF ACTIVITIES AFR 37 AND LICENSES 129 6 6.1 General information 38 11.1 Research and Innovation 130 6.2 Group’s strengths 41 11.2 Trademarks, patents and licenses 133 6.3 Strategy 44 6.4 Presentation of the market and competitive INFORMATION ON position 50 12 TRENDS AFR 135 6.5 Description of the Group’s main activities 58 6.6 Dependence factors 77 PROFIT FORECASTS 6.7 Legal and regulatory framework 77 6.8 Group environmental, corporate and social 13 OR ESTIMATES 137 responsibility policy 85 13.1 Forecasts of the Group for 2014 and assumptions relating to the forward- ORGANIZATIONAL CHART 101 looking information 138 7 13.2 Implementation of the new IFRS standards 7.1 Simplified Group organization as of 10 and 11 and modification of the EBITDA December 31, 2013 101 definition as from January 1, 2014 139 7.2 Presentation of the Group’s main subsidiaries 102 7.3 Relations with subsidiaries 102 GOVERNANCE, MANAGEMENT 14 AND SUPERVISORY BODIES REAL ESTATE AND AND GENERAL MANAGEMENT AFR 141 8 EQUIPMENT AFR 103 14.1 Composition of governance 8.1 Group real estate and equipment 103 and management bodies 142 8.2 Environmental constraints that may affect 14.2 Conflicts of interest within governance the Group’s use of its fixed assets 106 bodies and General Management 161 COMPENSATION 15 AND BENEFITS AFR 163 15.1 Compensation and benefits in kind 164 15.2 Amounts provisioned by the Company and its subsidiaries for the payment of pensions, retirement benefits, and other benefits to members of the Management Committee 174 The elements of the Annual Financial Report are clearly indentified in the sub-table of contents using the AFR pictograms AFR 2 SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2013 FUNCTIONING OF GOVERNANCE ADDITIONAL INFORMATION AFR 325 16 AND MANAGEMENT BODIES AFR 175 21 21.1 General information on share capital 326 16.1 Terms of office of members of the Board 21.2 Memorandum of association and Bylaws 331 of Directors 176 16.2 Information on service contracts between SIGNIFICANT members of the Company’s governance 22 CONTRACTS 337 and management bodies and the Company or any of its subsidiaries 177 16.3 Committees of the Board of Directors 177 INFORMATION FROM THIRD 16.4 Report of the Chairman of the Board 23 PARTIES, STATEMENTS of Directors prepared in accordance OF EXPERTS AND DECLARATIONS with Article L. 225-37 of the French Commercial Code 178 OF INTEREST 339 16.5 Statutory auditor’s report on the report prepared by the Chairman of the Board DOCUMENTS AVAILABLE of Directors 192 24 TO THE PUBLIC 341 24.1 Consultation of documents 341 EMPLOYEES AFR 193 24.2 Financial reporting calendar 341 17 17.1 Human resources 194 17.2 Social information 197 INFORMATION 17.3 Employee incentives and employee shareholding 204 25 ON EQUITY INTERESTS 343 17.4 Pensions and other employee benefit obligations 205 COMBINED SHAREHOLDERS’ 26 MEETING OF MAY 22, 2014 345 MAJOR SHAREHOLDERS AFR 207 26.1 Agenda 346 18 18.1 Breakdown of share capital as of 26.2 Board of Directors’ report on the resolutions December 31, 2013 208 presented at the Combined Shareholders’ 18.2 Major shareholders’ voting rights 209 Meeting of May 22, 2014 347 18.3 Company control – Shareholders’ Agreement 209 26.3 Statutory Auditors’ Special Report on related 18.4 Agreement that may result in a change of party agreements and commitments 356 control 211 26.4 Reports of the statutory auditors to 18.5 Summary of transactions made by persons the Combined Shareholders’ Meeting indicated in Article L. 621-18-2 of the French of May 22, 2014 361 Monetary and Financial Code during the year 26.5 Draft resolutions submitted to the Combined ended December 31, 2013 212 Shareholders’ Meeting of May 22, 2014 367 RELATED-PARTY 19 TRANSACTIONS AFR 213 FINANCIAL INFORMATION 20 RELATING TO THE COMPANY’S ASSETS, FINANCIAL SITUATION AND REVENUES 217 20.1 Consolidated financial statements AFR 218 20.2 Statutory auditors’ report on the consolidated financial statements AFR 297 20.3 Parent Company financial statements AFR 299 GLOSSARY 381 20.4 Statutory auditors’ report on the Parent Company financial statements AFR 319 20.5 Dividend distribution policy 321 NOTE ON METHODOLOGY 383 20.6 Legal and arbitration proceedings 321 20.7 Significant change in the financial or business CONCORDANCE TABLE 385 situation 324 SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2013 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 the French language Reference Document that was registered with the Autorité des marchés financiers (the “AMF”) on April 14, 2014. 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 2013 1 PERSONS RESPONSIBLE 1FOR 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, 2013 presented in this document are the subject of a report by the statutory auditors in chapter 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 in 2013.” Jean-Louis Chaussade Chief Executive Officer SUEZ ENVIRONNEMENT COMPANY - REFERENCE DOCUMENT 2013 5 1 PERSONS RESPONSIBLE for information Declaration of the person responsible for the Reference Document 6