Governance principles

STATUTeS

SUEZ ENVIRONNEMENT COMPANY

Société Anonyme au capital de 2 040 935 316 euros

433 466 570 R.C.S. NANTERRE

Headquarters : Tour CB21, 16 place de l’Iris,

92040 PARIS LA DEFENSE CEDEX

Download the Internal Regulations and the Director’s Charter (French only)

Attributions of the general manager

Jean-Louis Chaussade is the Chief Executive Officer. He has the widest powers to act under all circumstances in the name of the Company. He exerts his powers within the limits of the stated purposes of the company, except for:

• those which the law expressly allocates to the assemblies of shareholders and to the Board of Directors,
• in internal limitations to such powers.

In this regard, Article 4 of the Compliance with AFEP-MEDEF’s recommendations concerning director’s pay

At its meeting on 28 October, 2008, SUEZ ENVIRONNEMENT’s Board of Directors took note of the recommendations of AFEP-MEDEF dated 6 October, 2008 relating to executive compensation for listed companies.

The Board of Directors fully agreed with these recommendations, which are based on corporate governance best practices.

Since its IPO in July, SUEZ ENVIRONNEMENT has intended to apply best practices for listed companies and these recommandations from AFEP-MEDEF are fully consistent with SUEZ ENVIRONNEMENT’s confirmed policy of transparency.

Pursuant to the French Act dated 3 July, 2008, which transposes the EU Directive dated 14 June, 2006, SUEZ ENVIRONNEMENT will refer to the AFEP-MEDEF code for the preparation of its annual reports.

Compensation of the Chief Executive Officer

In accordance with the recommendations of the AFEP-MEDEF Governance Code of December 2008 and amended in April 2010, the components of the compensation of the Chief Executive Officer and Board Member, Mr Jean-Louis Chaussade, as approved by the Board of Directors on the recommendation of the Appointment and Compensation Committee, are indicated in the following document:

Publication of the deferred compensation agreement of the Group CEO

In application of the provisions of the article R-225-34-1 of the Commercial Law, the Board of Directors of the SUEZ ENVIRONNEMENT Company has decided to grant Mr Jean-Louis Chaussade, CEO, a termination clause comprising the following conditions:

In the event of dismissal other than resignation, mandatory or voluntary retirement, the CEO shall receive compensation equal to a maximum of 15 months’ of his total annual pay, comprising a fixed amount and a variable amount equal to the average variable pay received during the two years previous to the termination decision.

The payment of this compensation is subject to the achievement of two of the following three performance conditions: the average growth of turnover shall reach the level forecast in the medium-term plan, measured over the period from 2008 to the year of termination of appointment (in economic conditions similar to those prevailing at the time the MTP was established); the growth of the share price of SUEZ ENVIRONNEMENT Company shall be equal or greater to the average growth of the CAC 40 between 22 July, 2008 and the date of termination of the appointment; and the ROCE (Return on Capital Employed) shall be higher than the average WACC (Weighted Average Cost of Capital) for this same period. If only one of these three conditions were to be met, Mr Chaussade would receive 50% of the above stated compensation.

The preceding commitments were approved by the Shareholders’ General Shareholders Meeting of 26 May 2009.

The Board also specifies that it has been informed of the suspension of Mr Chaussade’s employment contract with GDF SUEZ, and that under the terms of this contract, Mr Chaussade will receive the compensation provided for in the collective labour agreements and a 6-month notice of termination.