Veolia Environnement : Notice and information brochure for the 2023 General meeting

NOTICE & INFORMATION BROCHURE

Combined General Meeting of VEOLIA ENVIRONNEMENT

APRIL 27, 2023 AT 3:00 P.M.

Message from the Chairman

of the Board of Directors 3

Interview with the CEO 4 How to participate and vote

at the General Meeting 5

Profile 11

Businesses 11

Veolia's corporate purpose 12

Multifaceted performance 13

Financial information 17

Governance 18

Key figures 20

Strategic program 21

Business model 24

Brief review 26 Company results for the last

five years 46 Presentation of governance

and the Board of Directors 47

Board of Directors 47

Board Committees 57 Biography of the Directors proposed

for renewal or appointment 62 Persons responsible for auditing

the financial statments 66

Presentation of the compensation of the

Combined Shareholders' General Meeting of VEOLIA ENVIRONNEMENT

April 27, 2023 at 3:00 p.m.

at the Maison de la Mutualité 24, rue Saint-Victor - 75005 Paris

Information - Shareholders:www.veolia.com

Questions - Shareholders:

[e-mail]

Executive Corporate Officers 68

Approval of the 2022 compensation (ex post) 68

Approval of the 2023 compensation (ex ante) 71

Fairness ratio 75

Regulated agreements and

commitments 77 Summary of financial authorizations relating

to the share capital 79 Agenda of the General

Shareholders' Meeting (Combined Annual Ordinary and Extraordinary) of April 27,

2023 82 Report of the Board of Directors and draft resolutions submitted to the combined general meeting 83 Statutory auditors' report

Informations - Shareholders: 0 805 800 000 - Toll-free number in France

(no charge, except in Overseas Departments and Territories)

on the resolutions 114 Request for documents

and information 117

This is a free translation into English from the original version in French and is provided solely for the convenience of English speaking readers.

Ladies and Gentlemen, Dear Shareholders,

MESSAGE FROM THE CHAIRMAN

I am pleased to invite you to the Combined General Meeting of Veolia Environnement on Thursday April 27th, 2023 at 3:00 p.m., at the Maison de la Mutualité, 24, rue Saint-Victor - 75005 Paris, in the presence of the members of the Board of Directors and Group senior management.

This General Shareholders' Meeting is a key moment of information and exchange between Veolia and its shareholders, presenting the Group's 2022 results, its outlook and strategy and the Company's governance.

In 2022, our Group continued its profitable growth trajectory, further strengthening its positions in the markets most conducive to ecological transformation. Suez's activities were rapidly integrated under excellent conditions, and our Group has already begun to reap the benefits. This progress has produced highly satisfactory financial results, in line with or above Veolia's commitments. This performance is all the more remarkable as it was achieved in a difficult economic context, marked by the return of inflation and upheavals in the energy markets: it testifies to our Group's resilience, its agility and ability to adapt. It also places the Group in an optimal position to successfully conclude its Impact 2023 strategic plan and make the most of its immense development potential in the long term.

During this Shareholders' Meeting, you can vote and play an active role in the decisions of your Group. This document contains a detailed presentation of the resolutions presented to shareholders by the Board of Directors for your approval. It also contains all the practical information necessary to enable you to vote at this General Shareholders' Meeting.

I hope that you will be able to attend our Shareholders' Meeting in person. However, if you are unable to do so, you can exercise your voting rights remotely, prior to the General Shareholders' Meeting, as follows:

• p by voting by mail using the voting form; or

• p by granting a proxy to a person of your choice or the Chairman of the General Shareholders' Meeting; or

• p by voting online via the Votaccess secure voting platform.

Finally, the meeting will be streamed live and measures will be implemented to enable you to ask any questions.

I would like to take this opportunity to thank each and every one of you for your continued confidence in our Company, dedicated to environmental services and optimized resource management.

ANTOINE FRÉROT

INTERVIEW WITH ESTELLE BRACHLIANOFF,

Chief Executive Officer of Veolia

Was 2022 a good year for Veolia?

2022 was a very good year, despite the energy shock and the return of inflation. Our Group achieved all its objectives. Our excellent results in this multi-crisis world confirm our Company's resilience and agility and place it in an ideal position for 2023, the final year of its Impact 2023 strategic plan.

2022 was of course marked by the merger with Suez, but also by the launch of promising initiatives to take advantage of the new economic context. For example, the 2-year ReSource plan provides for investment of €150 million at our facilities and those of our customers, to reduce our energy consumption and increase our energy production by 5% globally. In France, our Group has launched a plan to make its water and waste services energy self-sufficient within 5 years, with the production of more than 2 terawatt hours of fully renewable local energy.

Where are you with the Suez merger?

40,000 Suez employees joined us with their talent, dynamism and creativity. The structures are now in place and the teams are working together cohesively. They have the same vision of the business, a shared language and a common ambition. The success of this merger can already been seen in the figures, with cost synergies far ahead of our market plan, but also on the ground with our around 220,000 mobilized "resourcers", who massively subscribed to the employee share ownership plan and expressed excellent results in our annual engagement survey. At the same time, we completed the asset divestitures required by the various competition authorities. Thanks to this merger, we have strengthened our geographic presence in Spain, Belgium, the United States, Chile, Australia, the Middle East and elsewhere and we are now in the Top 3 companies for our businesses in most of the countries where we operate.

ECOLOGICAL SOLUTIONS ARE AT THE HEART OF VEOLIA'S BUSINESS… ECOLOGY THAT MAKES

THE SEEMINGLY IMPOSSIBLE POSSIBLE.

What are your priorities for the coming years?

First, accelerate our growth in the most promising markets where the Group is positioned. Then, complete the synergies offered by the Suez merger, for both costs and revenues, to further Veolia's growth and leverage the immense potential for innovation and development generated by this transaction. Finally, make Veolia the global champion of ecological transformation.

We are currently finalizing our future strategic plan, which will begin in 2024. It is too early to present the main thrusts. However, strong lines are already emerging. With this new plan, Veolia will strengthen its presence in the most dynamic ecological transformation sectors, such as energy efficiency, local renewable energy production, hazardous waste processing, plastic and battery recycling, and wastewater reuse. All solutions that will help our customers decarbonize, decontaminate and manage resource scarcity. Significant room will be left for innovation and technology to invent the solutions of tomorrow. This is no coincidence, as ecological solutions are at the heart of Veolia's business. Ecology uniting rather than dividing people. Tangible ecology, rooted in the territories, providing them with proven, effective and affordable solutions. Ecology that makes the seemingly impossible possible.

All shareholders may participate in the Combined General Meeting, regardless of the number of shares they own.

The right of shareholders to participate in the meeting is subject to their shares being registered in their name or in the name of the intermediary acting on their behalf on the second business day preceding the date of the meeting, i.e. on April 25, 2023, at 0:00 a.m., Paris time.

Registration of the shares in bearer share accounts kept by financial intermediaries must be evidenced by a certificate of participation issued by such intermediaries, attached to the single form for mail-in ballot or for proxy ballot.

You attend the general meeting in person

You have to request an admission pass.

REGISTERED SHAREHOLDERS

ONLINE

Connect yourself to the websitewww.sharinbox.societegenerale.com using your usual ID or your login email address (if you already have activated your Sharinbox by SG Markets account) and follow the procedure presented on screen to print-out your admission pass.

BEARER SHAREHOLDERS

Connect yourself using your usual access codes to the internet portal of your custodian to access the VOTACCESS website and follow the procedure 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 Société Générale, Service des assemblées (General Meetings Department) using the prepaid envelope enclosed with the notice and information brochure.

• • Send your request to your bank or the manager of your share portfolio.

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 9:30 a.m. and 6:00 p.m., from Monday to Friday, on the following number: [phone] (France and abroad - Non surcharged number, invoicing according to the operator contract or the country of call).