Acquisition of GE Water Stepping up into the Industrial Water - PowerPoint PPT Presentation

Acquisition of GE Water Stepping up into the Industrial Water Services Market March 8 th , 2017

Disclaimer Certain information included in this press release and other statements or materials published by SUEZ are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies (including the successful integration of GE Water & Process Technologies within the Group and potential related synergies) and the environment in which SUEZ operates. They involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date of this press release and, subject to any legal requirement, SUEZ expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements included in this press release to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Such forward looking statements are for illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of SUEZ. Actual results could differ materially from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those discussed or identified under Chapter 4 “Risk factors” in the Registration Document (Document de Référence) of SUEZ which has been filed with the French Financial Markets Authority on April 4, 2016 under number D-16-027. This press release includes only summary information and does not purport to be comprehensive. No reliance should be placed on the accuracy or completeness of the information or opinions contained in this press release. Information related to GE Water & Process Technologies (including 2016 financial figures) set out in this press release are based on information provided to SUEZ by GE Water & Process Technologies within the context of the acquisition process. These financial figures have not been audited or subject to a limited review by the auditors of SUEZ. This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction. 2 I

Agenda Introduction I Stepping up into the Industrial Water Services Market Jean-Louis Chaussade, CEO Section 1 I GE Water: Unparalleled Industrial Water Platform Jean-Louis Chaussade, CEO Section 2 I A Major Step Forward in Accelerating SUEZ’s Strategy Jean-Louis Chaussade, CEO Section 3 I A Value Enhancing Transaction Christophe Cros, CFO Conclusion I A Strategic Acquisition Jean-Louis Chaussade, CEO 3 I

Stepping up into the Industrial Water Services Market Jean-Louis CHAUSSADE Chief Executive Officer

SUEZ to Acquire GE Water (1) and Become Major Player in Industrial Water Services  Transaction in line with group’s strategy , expanding offer for industrial clients , reinforcing international footprint and boosting digital and innovation platform.  All cash transaction , for an enterprise value of €3.2bn (2) , with strategic partner CDPQ  A compelling value proposition for SUEZ shareholders : EPS accretive on year 1, with strong revenue and cost synergies ; double-digit accretion based on run-rate cost synergies  Unanimous support from the Board of Directors of SUEZ  Bridge financing fully secured , to be refinanced through a capital increase, straight and hybrid debt  SUEZ main shareholders, Engie, Criteria CaixaHolding and Caltagirone, confirmed intention to participate in the capital increase Notes: 5 I 1) “GE Water” stands for GE Water & Process Technologies 2) $3.4bn assuming EURUSD of 1.06

GE Water: Unparalleled Industrial Water Platform Jean-Louis CHAUSSADE Chief Executive Officer

Unparalleled Industrial Water Platform 1 GE Water: Broadening an Unparalleled Industrial Water Solutions & Services Platform 2 Leading presence across the entire industrial water value chain 3 Operating in key growing industrial verticals with large blue-chip client portfolio GE Water enhances strong R&D and innovation capabilities 4 A leading digital platform driving client retention 5 Complementary geographic footprint and strong go-to-market capabilities 6 An international and highly experienced management team 7 7 I

GE Water: Broadening an Unparalleled Industrial 1 Water Solutions & Services Platform Services c.$1.4bn Systems c.$0.7bn Integrated chemical treatment solutions for utilities operations, Equipment and technology solutions for water and wastewater hydrocarbon processing and industrial applications treatment, water reuse and outsourcing Water Treatment Oil & Gas Process Industrial Process Analytical Services Projects Products Chemical Solutions Chemical Treatment Chemical Treatment Instruments • Water treatment • Total organic • Filters, • Technology, outsourcing and carbon membranes, • Advanced cooling, • Integrated solutions for • Dust control, fuel mobile water products, and monitoring reverse osmosis wastewater, boiler water, solutions refining, oil & gas treatment and scale process products and equipment, and membrane chemistry • Dedicated long- production chemicals control services engineering services for electro- for all industries expertise pharma, water separation term and spot and wastewater technologies service contracts Integrated Digital Services Offering Recurring Sales: 65% of Total Sales 8 I

Leading Presence Across the Entire Industrial Water 2 Value Chain Engineering, Chemical Water Monitoring / Industrial Water Equipment & Operations & Instrumentation Procurement and Treatment and Analytics / Solutions Systems Maintenance Construction Related Services Digital Services Water Present No/Limited Presence 9 I

Operating in Key Growing Industrial Verticals with 3 Large Blue-Chip Client Portfolio Food & O&G Micro Pharma & O&G Upstream Power Mining Beverage Downstream Electronics Cosmetics Global Annual 1.1 1) 0.8 (1) Expenditures 17.4 14.0 12.3 6.2 5.0 2016 (€bn) Market Dynamics Expected average annual growth 4.3% 12.3% 3.4% 5.9% 2.2% 5.6% (1) 6.9% (1) 2016 - 2020 Solutions/ Market Services Positioning Offering WATER Key Clients Longstanding relationship with a diversified and balanced portfolio of blue-chip clients Source : Expected average annual growth from GWI 10 I Note: 1) Based on total capex spend only

4 GE Water Enhances Strong R&D and Innovation Capabilities  ~350 scientists and engineers with strong domain expertise  Global optimised technology footprint with 12 R&D centers across four continents  Large portfolio of c.2,500 patents / applications  Current developments in: • Zero-liquid discharge solutions • Green cooling chemistry • New process membranes  Highly recognized brands in the industry (Betz, Osmonics, Ionics…) 11 I

5 A Leading Digital Platform Driving Client Retention  Cloud based asset management software In-House Digital  Value-add services Solution: solutions InSight to increase efficiency  Integrated digital services Asset R&D Perf. Plant Process  Asset optimisation , Inventory SRC Optim. Analysis ranging from asset monitoring Analytics People real-time monitoring, to developed digital customer and predictive service capabilities and digital maintenance sales  Data analytics  More than 4,000 customer sites served InSight globally with over 40,000 assets connected Sensors Data Controllers Strong value proposition to customers, strengthened customer relationships, drives growth and profitability 12 I

Complementary Geographic Footprint and Strong 6 Go-to-Market Capabilities GE Water Key Footprint Highlights c. 7,500 130 Countries Presence in 29 manufacturing sites 12 R&D 30% employees of operations emerging markets & service centres centres €bn Combined (SUEZ + GE Water) 2016 Sales Europe €0.5bn North America €1.2bn €0.4bn WATER €10.6bn €1.0bn €2.1bn WATER Industrial €0.2bn Solutions Industrial East Asia Pacific Solutions €0.2bn €0.5bn MEA LATAM €132m €0.4bn €177m WATER €1.9bn €118m WATER €1.8bn €118m WATER Industrial €0.9bn Solutions €0.1bn Industrial Industrial Solutions €59m Solutions €14m Global sales force with c. 3,000 sales, field service representatives and distributors 13 I

An International and Highly Experienced Management 7 Team Multicultural and international team 7 nationalities represented among the top 20 management team Key experienced managers of GE Water to join SUEZ 15 years of industry experience on average within the management team Strong expertise both in sales, supply chain and digital solutions Smooth transition process Total team will include 7,500 employees from GE Water and 2,000 from SUEZ Leverage strong awareness of SUEZ brand 14 I