SEQUOIA 2015 What is SEQUOIA 2015? Non-qualified employee stock - PowerPoint PPT Presentation

SEQUOIA 2015

What is SEQUOIA 2015? Non-qualified employee stock purchase plan • Eligible employees can become shareholders • Opportunity to purchase shares of Veolia Environnement stock at a • discounted price with a company match ! VE stock traded on Euronext Paris • Traded in Euros* (as of 9/15/15: €1 = $1.13) • Enrollment will be electronic or via paper • Single offer • Next offering may be in 2017 • “In order to allow as many of you as possible to participate in this momentum and share in our future success, we are offering you the opportunity to become a Veolia Environnement Shareholder …” Antoine Frérot Chairman and Chief Executive Officer *will be converted to USD 2

SEQUOIA 2015 Objectives Offer discounted price exclusive to Veolia employees • Strengthen employees’ sense of belonging as owners of the company • Reach a subscription rate of at least 15% • Obtain 1/3 global employee shareholder rate in the near future • Share in Veolia’s future success • 3

20 Participating Countries Represents approximately 120,000 eligible employees 4

Plan Design Ceiling of 25% of gross compensation or €10,000, whichever is less 100% matching contribution 20% discount* up to €300 invested* € Minimum investment of €15** 5 year lock up period (with exceptions) *Taxed at ordinary income at time of subscription **Subscription to purchase shares will be in U.S. dollars; however amount of payment must be converted to Euros using the exchange rate published by the European Central Bank on November 3, 2015 5

For a personal contribution ≤ 300 € Initial investment at subscription is €150 Reference price: €20 Discount: 20% Subscription price (€20-20%) : €16 Your investment request of €150 is rounded down to the nearest whole number of VE shares €150/€16 =9.375  9 shares X €16 = €144 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015 6

For a personal contribution ≤ 300 € Your personal contribution ≤ 300 € Veolia’s matching contribution This is the money you want to invest. This is the money that Veolia adds to your initial You may choose to utilize payroll investment. For Sequoia, the matching contribution deductions or submit a personal check will double your personal contribution up to 300€ as payment. 150€ 150€ 288€ 144€ 144€ Your investment request of 150€ Your initial is rounded down to the nearest Veolia match whole number of Veolia investment Environnement shares and multiplied by the discounted price. 7

Plan Design Example < €300 Initial investment at subscription is €150 Reference price: €20 Discount: 20% Subscription price (€20-20%) : €16 Your investment request of €150 is rounded down to the nearest whole number of VE shares € 150/€16 =9.375  9 shares X €16 = €144 €144 €144 Investment = €288 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015 Does not include tax implications 8

Plan Design Example < €300 At the end of the 5-year lock-up period At the end of the 5-year lock-up period Reference price FALLS 30%: Reference price INCREASES 30% €20 – 30% = €14 €20 + 30% = €26 Share price at redemption: €14 Share price at redemption: €26 Calculation: Calculation: Calculation: Calculation: €126 = €14 x 9 shares €126 = €14 x 9 shares €234 = €26 x 9 shares €234 = €26 x 9 shares €234 €234 €126 €126 Performance: Performance: At the end of 5 years = €252 At the end of 5 years = €468 -12.5% +62.5% 9

Plan Design Example > €300 Initial investment at subscription is €800 Reference price: €20 Discount: 20 % Subscription price (€20-20%) : €16 Your investment request of €800 is rounded down to the nearest whole number of VE shares 800/€16 = 50  50 shares x €16 = €800 employee subscription 300/€16 = 18.75  18 shares x €16 = €288 company match €800 €288 Investment = €1088 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015 10 Does not include tax implications

Plan Design Example > €300 At the end of the 5-year lock-up period At the end of the 5-year lock-up period Reference price FALLS 30%: Reference price INCREASES 30% €20 – 30% = €14 €20.0 + 30% = €26 Share price at redemption: €14 Share price at redemption: €26 Calculation: Calculation: Calculation: Calculation: €700 / €14 x 50 shares €468 / €26 x 18 shares €1300 / €26 x 50 shares €252/ €14 x 18 shares €1300 €468 €700 €252 Performance: Performance: At the end of 5 years = €952 At the end of 5 years = €1768 -12.5% +62.5% 11

Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 1 Initial investment at subscription is €300 Reference price: €20 Discount: 20 % Subscription price (€20-20%) : €16 Exchange rate at purchase: €1 = $1.15 Your investment request of €300 is rounded down to the nearest whole number of VE shares 300/€16= 18.75  18 shares X €16 (employee cost) = €288 Ordinary income tax on discount and match = 25% 25% x (€72 euros (18 shares x €4 discount) + €300 (match)) = €93 or $106.95 (€93 x $1.15) €288.00 or €288.00 or $331.20 $331.20 Investment = €288.00 or $331.20 + $106.95 (tax) = $438.15 Subscription price equal to average of the opening prices of VE Shares on Euronext 12 Paris over the twenty (20) trading day period preceding November 4, 2015

Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 1 At the end of the 5-year lock-up period Reference price INCREASES 5%: Share price at redemption: €21.0 (+5%) Exchange rate at redemption: €1 = $1.30 (+13%) Calculation: Calculation: €378 = €21.0 X 18 shares €378 = €21 X 18 shares $491.40 = €378 x 1.30 $491.40 = €378 x 1.30 Assume capital gains tax of 15% on gain of $1 ($982.80 (36 shares x €21 x $1.30) - $828 (36 shares x €20*$1.15 ) * 15% = $23.22 €378 or $491.40 €378 or $491.40 Performance: At the end of 5 yrs = €756 or $982.80 - $23.22 (capital gains tax) = +119% $959.58 13

Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 2 Initial investment at subscription is €300 Reference price: €20 Discount: 20% Subscription price (€20-20%) : €16 Exchange rate at purchase: €1 = $1.15 Your investment request of €300 is rounded down to the nearest whole number of VE shares 300/€16 = 18.75  18 shares X €16 = €288 Ordinary income tax on match and discount = 25% 25% x (€72 euros (18 shares x €4 discount) + €300 (match)) = €93 or $106.95 (93 x 1.15) €288 or €288 or $331.20 $331.20 Investment = €288 or $331.20 + $106.95 (tax) = $438.15 Subscription price equal to average of the opening prices of VE Shares on Euronext 14 Paris over the twenty (20) trading day period preceding November 4, 2015

Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes – Example 2 At the end of the 5-year lock-up period Reference price INCREASES 5%: Share price at redemption: €21 Exchange rate at redemption: €1 = $1.00 Calculation: Calculation: €378 = €21.0 X 18 shares €378 = €21 X 18 shares $378 = €378 x $1.00 $378 = €378 x $1.00 Assume capital gains tax of 15% on gain of $36 = $5.40 ($414 (18 shares x € 20 x $1.15) - $378 (18 shares * €21*$1) x 15% = $5.40 €378 or €378 or $378 $378 Performance: At the end of 5 yrs = €756 or $756 - $5.40 (capital gains tax) = $750.60 +71% 15

Key dates December 17 Sept. 18 – Oct. 5 November 3 November 5 November 6 - 10 Subscription price Exchange rate and exchange Reservation Cancellation You are a set rate (enrollment) period shareholder announcement* period *see yourveoliabenefits.com or Sequoia’s dedicated website 16

Subscription kits • Mailed to employee homes on or around September 4 Brochure • Supplement (aka Plan Document) • Reservation (enrollment) form • Reservation can also be completed online • Cancellation form • • Dedicated internet site www.sequoia.veolia.com (password: sequoia2015) • Available on September 18 • www.yourveoliabenefits.com 17

How To Participate • Eligible employees • All employees employed for 3 months as of November 10* except • Union employees • Contract/temporary employees • Simulator available on dedicated website • www.sequoia.veolia.com (password: sequoia2015) • Two ways to subscribe • Online at https://act.natixis.com/sequoia2015 • Via paper form mailed to home • Subscribe from September 18 to October 5, 2015 *Employees employed on or prior to August 10 18

Paying for Your Subscription • Two methods of payment • Via payroll deduction • Weeks of November 16, 23, 30, and December 7 • Biweekly paid - 2 payroll deductions • Weekly paid - 4 payroll deductions • Via personal check 19