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2009 SHAREHOLDERS’ MEETING

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2009 SHAREHOLDERS’ MEETING

Presentation of Thomas Piquemal Executive Vice President in charge of finance

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Shareholders Meeting – May 7, 2009

Table of Contents

Overview of 2008 results

First quarter 2009 key figures

2009 outlook

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Shareholders Meeting – May 7, 2009

Disclaimer

Veolia Environnement is a corporation listed on the NYSE and Euronext Paris. This document contains "forward-looking statements" within the meaning of the provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to: the risk of suffering reduced profits or losses as a result of intense competition, the risks associated with conducting business in some countries outside of Western Europe, the United States and Canada, the risk that changes in energy prices and taxes may reduce Veolia Environnement's profits, the risk that we may make investments in projects without being able to obtain the required approvals for the project, the risk that governmental authorities could terminate or modify some of Veolia Environnement's contracts, the risk that our long-term contracts may limit our capacity to quickly and effectively react to general economic changes affecting our performance under those contracts, the risk that acquisitions may not provide the benefits that Veolia Environnement hopes to achieve, the risk that Veolia Environnement's compliance with environmental laws may become more costly in the future, the risk that currency exchange rate fluctuations may negatively affect Veolia Environnement's financial results and the price of its shares, the risk that Veolia Environnement may incur environmental liability in connection with its past, present and future operations, as well as the risks described in the documents Veolia Environnement has filed with the U.S. Securities and Exchange Commission. Veolia Environnement does not undertake, nor does it have, any obligation to provide updates or to revise any forward-looking statements. Investors and security holders may obtain a free copy of documents filed by Veolia Environnement with the U.S. Securities and Exchange Commission from Veolia Environnement.This document contains "non-GAAP financial measures" within the meaning of Regulation G adopted by the U.S. Securities and Exchange Commission under the U.S. Sarbanes-Oxley Act of 2002. These "non-GAAP financial measures" are being communicated and made public in accordance with the exemption provided by Rule 100(c) of Regulation G.

This document contains certain information relating to the valuation of certain of Veolia Environnement’s recently announced or completed acquisitions. In some cases, the valuation is expressed as a multiple of EBITDA of the acquired business, based on the financial information provided to Veolia Environnement as part of the acquisition process. Such multiples do not imply any prediction as to the actual levels of EBITDA that the acquired businesses are likely to achieve. Actual EBITDA may be adversely affected by numerous factors, including those described under “Forward-Looking Statements” above.

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Shareholders Meeting – May 7, 2009

Overview of 2008 results

Revenue: €36,205 million, up 15.8% at constant exchange rates, including 9.6% organic growth

Operating cash flow: €4,137 million, up 2% at constant exchange rates

Net income attributable to equity holders of parent: €405 million

Sound financial structure: net liquidity of nearly €4 billion at December 31, 2008

2008 dividend:

— €1.21 per share(1) payable in cash

— option of payment in shares issued with a 10% discount(2) at the price of €16.06

(1) Subject to approval by the Annual Shareholders' Meeting on May 7, 2009

(2) 10% discount to the average opening price on the Euronext of Veolia Environnement shares over the twenty trading days prior to the day of the Annual General Shareholders’ Meeting less the amount of the dividend.

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Shareholders Meeting – May 7, 2009

Revenue breakdown

Water 35%

Waste 28%

Energy Services

20%

Transportation 17%

By geographic zone

Asia/Pacific 8%

6 054

France 40%

Europe ex-France 36%

North America

9%

Rest of the world 7%

By division

2008 consolidated revenue: €36,205 million

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Shareholders Meeting – May 7, 2009

Breakdown of revenue by geographic zone

% Organic growth

€ billion

North America

2007(1) 2008

+10.3%3.22.8

France

2007(1) 2008

+4.7%14.513.6

Europe ex-France

2007(1) 2008

+6.5%13.211.6

Rest of the word

2007(1) 2008

+59.8%

Asia - Pacific

2007(1) 2008

+18.5%2.72.3

(1) To ensure the comparability of financial years, the accounts at 31 December 2007 have been restated by the amount of income from the disposals in 2008 (in particular for Clemessy & Crystal in the Energy division) according to IFRS 5 and are presented in the income statement in the “net income from discontinued operations” line item. 2007 revenue for Clemessy and Crystal was €696m.

2.61.6

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Shareholders Meeting – May 7, 2009

Revenue growth by division in 2008

€m

% Growth at current exchange rates% Organic growth

(1) To ensure the comparability of financial years, the accounts at 31 December 2007 have been restated by the amount of income from the disposals in 2008 (in particular for Clemessy & Crystal in the Energy division) according to IFRS 5 and are presented in the income statement in the “net income from discontinued operations” line item. 2007 revenue for Clemessy and Crystal was €696m.

10,92812,558 +14.9%

+13.4%

Water Waste

9,214 10,144 +10.1%+4.5%

Transportation

5,590 6,054 +8.3%+7.9%

Energy Services

6,2007,449 +20.1%

+12.0%

20082007 (1)

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Shareholders Meeting – May 7, 2009

Veolia Environmental Services (waste management division): quarterly change in organic growth in 2008

Q1 2008 / Q1 2007

+7.7%+9.1%

+7.1%

-4.5%

Q2 2008 / Q2 2007

Q3 2008 / Q3 2007

Q4 2008 / Q4 2007

Organic revenue growth rate

Assemblée générale 2009 – 07.05.09

Slowdown in organic growth in the waste management business in the 4th quarter of 2008

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Shareholders Meeting – May 7, 2009

( 1 ) Operating cash flow = cash flow from continuing operations before tax and financial elements ( 2 ) Operating cash flow restated to exclude €15m in cash flow from discontinued operations (Clemessy & Crystal in particular)

Operating cash flow (1)

€m 2007restated

2008 Δ

constant FX rates

Water 1,851 1,821 +0.6%

Waste 1,461 1,362 (1.6%)

Energy Services 642(1) 755 +15.5%

Transportation 279 292 +5.7%

Other (69) (93) -

Total Group 4,164(2) 4,137 +2.0%

Change by division

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Shareholders Meeting – May 7, 2009

Operating cash flow (1)

Action plans

Debt issuance in local currencies

2010 Efficiency Plan

2009 plan to adapt to downturn; €100 million in cost-cutting measures

(up 4,3 %)

€m

Change in operating cash flow

Acquisitions, fuel and other +76

4 164 (2)

4,137

Exchange rates (107)

Structural costs (70)

Waste management business (ex fuel) (104)

Growth and productivity of our contracts +178

2007

2008

( 1 ) Operating cash flow = cash flow from continuing operations before tax and financial elements ( 2 ) Operating cash flow restated to exclude €15m in cash flow from discontinued operations (Clemessy & Crystal in particular)

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Shareholders Meeting – May 7, 2009

(1) To ensure the comparability of financial years, the accounts at 31 December 2007 have been restated by the amount of income from the disposals in 2008 (in particular for Clemessy & Crystal in the Energy division) according to IFRS 5 and are presented in the income statement in the “net income from discontinued operations” line item. 2007 revenue for Clemessy and Crystal was €696m.

From revenue to net income attribuable to equity holders of parent

€m 2007

restated (1)

2008

Revenue 31,932 36,205

Operating income 2,483 1,951Cost of net financial debt -819 -925

Other financial income & expense +4 -51

Corporate tax expense -418 -469

Equity in net income of affiliates +17 +19

Net income from discontinued operations -12 +184

Net income attributable to minority interests -327 -304

Net income attrib. to equity holders of parent 928 405

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Shareholders Meeting – May 7, 2009

Net investments

€m 2007 2008

Maintenance 1,590 1,860

As % of consolidated revenue 5.0% 5.1%

Growth 5,346 2,841

Total investments (1) 6,936 4,701

Divestments (2) (453) (761)

Net investments (3) 6,483 3,940

(1) Including net financial debt from acquired companies: +€38 million in 2007 and -€72 million in 2008(2) Net of the debt from discontinued operations(3) Excluding repayment of operating financial assets

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Shareholders Meeting – May 7, 2009

Cash flow statement

(1) Including net financial debt from acquired companies & excluding repayment of operating financial assets (2) €420m in 2007 and €553m in 2008 for Veolia Environnement(3) Including €2.6bn for the capital increase completed as of July 10, 2007

€m 2007 2008

Net financial debt at opening (14,675) (15,125)Cash flow from operations 4,219 4,178

Tax paid (417) (348) Change in operating WCR (167) (80)

Total cash flows generated from the businesses 3,635 3,750Net investments (1) (6,483) (3,940)Repayment of operating financial assets 395 358Change in receivables & other financial assets (30) (312)

Total net cash flows from investments (6,118) (3,894)Dividends paid (2) (564) (753) Net interest expenses paid (786) (849) Capital increase (VE & minority interests) 3,058 (3) (77) Currency impacts & other 325 420

Change in net financial debt (450) (1,403)Net financial debt at closing (15,125) (16,528)

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Shareholders Meeting – May 7, 2009

Debt ratios (1) and ratings

Debt ratiosNet financial debt/

(Cash flow from operations + Repayment of operating financial assets)

(1) 12-month moving average ratios

Debt ratio objective

3,4x3,3x

3,6x3.6x

x

x

x

Net financial debt

€bn

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13

14

15

16

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Ratings — Moody’s: A3/P-2 Negative (March 26, 2009)— Standard & Poor’s: BBB+/A-2 Negative (March 25, 2009)

13.9

14.715.1

16.5

3

3.5

4

Dec. 31, 2005

Dec. 31, 2006

Dec. 31, 2007

Dec. 31, 2008

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Shareholders Meeting – May 7, 2009

Balance sheet

Dec. 31, 07 Dec. 31, 08

Intangible assets (linked to concessions) 2,989 3,638

Tangible assets 9,203 9,427

Other non-current assets 11,506 11,678

Operating financial assets (current and non-current) 5,628 5,751

Cash and cash equivalents 3,116 3,850

Other current assets 13,866 14,782

Total Assets 46,307 49,126

Equity (incl. minority interests) 10,191 9,532

Financial debt (current and non-current) 18,240 20,757

Other non-current liabilities 4,097 4,256

Other current liabilities 13,779 14,582

Total Liabilities 46,307 49,126

€m

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Shareholders Meeting – May 7, 2009

Proposed dividend policy (1)

2008 dividend payable

in cash — stable at €1.21 per share

or

option of payment in shares— issued with a 10% discount(2)

to the price of €16.06

(1) Subject to approval by the Annual Shareholders' Meeting on May 7, 2009

(2) 10% discount to the average opening price on the Euronext of Veolia Environnement shares over the twenty trading days prior to the day of the Annual General Shareholders’ Meeting less the amount of the dividend.

0.55€

0.68€

0.85€

1.05€

0.55€0.55€

1.21€

2004 – 2007: + 22% on averag

e per year

1.21€

20022001 2003 2004 2005 2006 2007 2008

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First quarter 2009 key figures &

2009 outlook

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Shareholders Meeting – May 7, 2009

First quarter 2009 key figures

Revenue: €9,267 million, up 5% at constant exchange rates, including 3.4% organic growth

— Strong growth in Water, Energy and Transportation business lines that offset the 7.8% decline in revenue in Environmental Services (waste management division)

Operating cash flow: €1,059 million, down 4.1% at constant exchange rates (down 6.6% at current exchange rates)

— Impact expected in the second half resulting from the plan aimed at adapting the Environmental Services division to the economic downturn

Net financial debt: €16.8 billion versus €16.5 billion at the end of 2008

— Significant improvement in free cash flow to -€220 million in the first quarter of 2009 from -€739 million in the first quarter of 2008

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Shareholders Meeting – May 7, 2009

Measures to improve cash flow generation in 2009 versus 2008

€m2008 2009

objective

Gross investments 4,701 3,400

Divestments (incl. industrial) 761 1,000

Repayment of operating financial assets

358 400

Net investments 3,582 2,000

Decrease in net investments by €1,600 million

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Shareholders Meeting – May 7, 2009

2009 objectives

Positive free cash flow (1) after payment of dividend

Operating cash flow

–Net investments (2)

=~€2 billion (3)

(1) Free cash flow consists in cash generated (sum of total cash flow from operations and the repayment of operating financial assets) net of the following the cash components: (i) change in operating WCR, (ii) equity transactions (changes in capital, dividends paid and received), (iii) investments net of disposals (including changes in receivables and other financial assets), (iv) net interest expenses paid and (v) tax paid.

(2) Net investments = gross investments – (disposals + repayment of operating financial assets)

(3) At constant exchange rates

How do we achieve this?

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2009 SHAREHOLDERS’ MEETING

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Shareholders Meeting – May 7, 2009

BACK-UP for Q&A session

Slide with additional information for Thomas Piquemal

1. Veolia Environnement has a sound financial structure

2. Funding of infrastructure facilities for certain clients

3. What finances our debt?

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Shareholders Meeting – May 7, 2009

Liquidity exceeding €7.6 bn at December 31, 2008

Confirmed, undrawn lines of credit of nearly €4 billion, without any disruptive covenants

Net liquidity of €3,980 million versus € 3,876 million at December 31, 2007

Acquisitions had been refinanced

in 2007

€2.6 billion capital increase in July 2007 for the major acquisitions completed for approximately €2.4 billion (Veolia waste in Germany, TMT in Italy and TNAI in the USA)

Bonds: 68% of net debt

Average maturity of net debt: 9.3 yrs

No significant debt repayments until 2012

Debt with a long maturity profile, primarily in bonds

Veolia Environnement has a sound financial structure

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Shareholders Meeting – May 7, 2009

Within the framework of long-term contracts, Veolia Environnement may finance certain infrastructures for its clients

Industrial outsourcing contracts (IFRIC4) and concession contracts comprising a public services obligation/BOT (IFRIC12), with the transfer of volume and price risks to the client

Assets treated as financial receivables: operating financial assets (OFA)

The most significant give rise to dedicated external funding

€ Bln Counterparty

Water-Berlin 2.8 Land of Berlin

Cogenerations France

0.5 EDF

Waste-UK 0.3 Municipalities

Water-Belgium 0.3 City of Brussels

Other 1.9

Total 5.8

Average return at market conditions (2008 average return): 7.0%

Repayment of principal: €358m in 2008

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Shareholders Meeting – May 7, 2009

What finances our debt in 2008?

(1) EBITDA = Cash flow from operations excluding operating financial assets

Financing Net debt - OFAs

€10,777m

Total net debt

€16,528m

Cash flows from ops

EBITDA(1)

€3,778m

+ =

+ =

2.9x EBITDA(1)

OFA flows

Revenue (interest income): €400m

Repayment of principal: €358m

3.6x

Op. Fin. Assets (OFA)

€5,751m

=

Objective: 3.5 to 4x

=

Cash flow from ops:

OFA Repayment:

€4,178m

€ 358M

€ 4,536M

+

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2009 SHAREHOLDERS’ MEETING