Suez : 15/12/2021 - Letter from the Chairman of the Board of Directors

Letter from the Chairman of the Board of Directors

Paris, December 15, 2021

Dear Shareholders,

As you may be aware, Veolia launched a public tender offer on all SUEZ shares (hereafter referred to as "the Offer"), at a price of €19.85 per share (after detachment of a €0.65 dividend coupon on July 6, 2021 which was paid on July 8, 2021).

On June 29, 2021, having taken note of the fairness opinion of the independent expert (Finexsi) which concluded that the financial terms of the Offer are fair and that the sale price of the new SUEZ is consistent with the Offer price, the Board of Directors of SUEZ delivered a reasoned opinion on this Offer and stated that it was in the best interests of the Company, its shareholders and its employees.

The Board therefore recommended

that SUEZ shareholders tender their shares to the Offer

This transaction creates value for SUEZ shareholders and will strengthen the growth potential of Veolia which will benefit from the support of the SUEZ teams joining a Group that will have a combined revenue of nearly €37 billion with a business focus on ecological transformation.

This Offer also guarantees jobs and allows for the emergence of a new player in essential services with strong French roots thanks to the creation of the new SUEZ. This new company will also contribute to preserving and restoring the environment, the challenge of our century.

The Offer was declared compliant by the French Financial Market Authority (AMF) on July 20 and formally opened on July 29. On December 14, the European Union competition authorities formally approved the Offer. As a result, the AMF has set the closing date for the Offer at January 7, 2022.

You may tender your shares to the Offer until January 7, 2022(included)

For further information regarding the Offer, please refer to Veolia's offer document and SUEZ's response document which are both available on the companies' respective websites and AMF's website. You may also refer to the "other information" documents published by Veolia and SUEZ on these same websites.