2021 ORDINARY · 2021. 7. 1. · SUEZ 2030 outlook gradually reflected in EPS estimates 06/30/2021 2021 Ordinary Shareholders’ Meeting 26 €0.80 €0.70 €0.60 €0.50 Post 2020

2021 ORDINARY

SHAREHOLDERS’ MEETING

06/30/2021

Disclaimer

This presentation contains estimates and/or forward-looking statements and information. These statements include financial

projections, synergies, estimates and their underlying assumptions, statements regarding plans, expectations and objectives

with respect to future operations, products and services, and statements regarding future performance. Such statements do

not constitute forecasts regarding SUEZ’s results or any other performance indicator, but rather trends or targets, as the case

may be. No guarantee can be given as to the achievement of such forward-looking statements and information.

Investors and holders of SUEZ securities are cautioned that forward-looking information and statements are subject to various

risks and uncertainties, which are difficult to predict and generally beyond the control of SUEZ, and that such risks and

uncertainties may entail results and developments that differ materially from those stated or implied in forward-looking

information and statements. These risks and uncertainties include, but are not limited to, those discussed or identified in the

public documents filed with the Autorité des Marchés Financiers (AMF). Investors and holders of SUEZ securities should

consider that the occurrence of some or all of these risks may have a material adverse effect on SUEZ. SUEZ is under no

obligation and does not undertake to provide updates of these forward-looking statements and information to reflect events

that occur or circumstances that arise after the date of this document.

More comprehensive information about SUEZ may be obtained on its Internet website (www.suez.com).

This document does not constitute an offer to sell, or a solicitation of an offer to buy SUEZ securities in any jurisdiction

06/30/2021 2021 Ordinary Shareholders’ Meeting 2

Philippe Varin

Chairman

LEGAL

OPENING

06/30/2021 2021 Ordinary Shareholders’ Meeting

Main documents made available

to the shareholders

• Universal registration document including

the Board of Directors’ management report

• Parent Company’s financial statements

and consolidated financial statements for 2020

• Text of draft resolutions and Board

of Directors’ report on the resolutions

• Board of Directors’ report on corporate governance

• Statutory auditors’ reports


Agenda


Introduction

by Mr. Philippe Varin, Chairman

Performance and strategy

Intervention of Mr. Bertrand Camus,

Chief Executive Officer

Financial results

Intervention of Mr. Julian Waldron,

Group Senior Executive Vice President

in charge of Finance

Agreement with Veolia

by Mr. Bertrand Camus,


Presentation of the statutory

auditors’ reports

Questions & Answers

Vote of the resolutions

1

2

3

4

5

6

7

8

Governance: presentation of the reports of the Board

of Directors and the reports of the Committees

by Mr. Philippe Varin, Chairman,

and by the Presidents of the Committees

5

IntroductionPhilippe Varin

Chairman


1

2020, a year of profound transformation

SUCCESSFUL IMPLEMENTATION OF THE SUEZ 2030 PLAN

• Seamlessly steered by the management teams and rolled out across all teams

• A strategy that began bearing fruit with tangible results as early as 2020

• Expanded 2021 targets

EXEMPLARY COMMITMENT IN RESPONSE TO COVID-19

• Consistent and sustained teamwork between the management teams and the Board of Directors

• Strong employee commitment

• Essential services maintained for all of our customers

A YEAR OF VALUE CREATION

• For our shareholders

• For our customers

• For our employees


Restructured governance reflecting the Group’s transformation

8

14 directors of which 82% are independent,

36% are not French, and 45% are women

Philippe Varin

Chairman of the

Board of Directors

of SUEZ

NEW EXPERTISE BROUGHT IN BY LEADING FIGURES

FROM INDUSTRY AND THE FINANCE SECTOR

Independent Director

Director representing

employees

Bertrand Camus

CEO

of SUEZ

Brigitte Taittinger-

Jouyet


Anne Lauvergeon


Chairwoman and CEO

of ALP SA

MiriemBensalah

ChaqrounIndependent Director Vice-

Chairwoman – CEO of Eaux

Minérales d’Oulmes

Guillaume Thivolle

Director representing

employee shareholders

Bertrand Meunier


Chairman of the Board

of Directors of Atos

Anthony R. Coscia

Partner and member

of the Executive Committee

of Windels Marx, LLP

Enric Amiguet

I Rovira

Employee-elected

Director

Philippe Petitcolin


Martha Crawford

Independent director

Agatta Constantini

Employee-elected

Director

Jacques Richier


Chairman of the Board of

Directors of Allianz France

Delphine Ernotte-

CunciIndependent Director


of France Télévisions


A comprehensive, mutually beneficial agreement between SUEZ and Veolia

AD-HOC COMMITTEE ESTABLISHED IN SEPTEMBER 2020

UNWAVERING COMMITMENT AND COMPLETE COOPERATION BETWEEN

THE BOARD OF DIRECTORS AND THE MANAGEMENT TEAM

CONSTANT PRIORITIES OVER AN 8 MONTH PERIOD,

FOR THE BENEFIT OF OUR SHAREHOLDERS, CUSTOMERS AND EMPLOYEES


An offer that benefits all SUEZ stakeholders


New offer from Veolia,

recommended by the SUEZ Board of Directors

Indicative timetable

July

2021

Mid-November

2021

End of

November

2021

December

2021

Beginning

2022

Declaration

of conformity

of the offer

by the AMF

and opening

of the offer

Clearance

by the European

Commission under

merger control

Closing

of the offer

Clearing

and settlement

of the offer

Re-opening

of the offer

Mandatory

delisting

12 April

2021

Agreement

in Principle

14 May

2021

Combination

Agreement

29 June

2021

Promise to purchase

from the consortium

Enhanced public offer

Recommended by the

Board of Directors

Performance and strategyBertrand Camus



2

Clear objectives for the transformation, defined in 2019

12

To ensure profitable and

sustainable growth for SUEZ

To make performance a core

company priority

To build the Group’s culture

around strong values

IMPROVING VALUE CREATION FOR ALL STAKEHOLDERS

WITH TANGIBLE RESULTS FROM 2021


A new structure enabling us to seize opportunities

13

Centralizing large industrial accounts

under a single management structure

Creating two global Business Units,

including Smart Environmental Solutions

Creating joint ventures to make

SUEZ a leader in digital technology

DRIVING STRATEGIC,

COMMERCIAL AND

FINANCIAL SUCCESS

Creating a global performance

management system, with an Operations

Department


Innovation at the heart of the Group’s commercial growth in 2020

Joint venture with

Schneider Electric

Creation of a leading player in

digital water

Leveraging SUEZ's expertise in the water

sector and its experience with digital

solutions

Contract in Adelaide,

Australia

Smart solutions developed by

SUEZ, including AQUADVANCED

€170 M turnover over 5 years

Contract in Huabei,

China

Construction and operation of a

hazardous waste treatment plant

Implementing solutions to support

the local circular economy

€700 M turnover over 30 years

Strengthening the development

of innovative digital solutions

in the water sector

Reducing ecological impact on the

environment via pioneering solutions


SUEZ is taking action for a sustainable planet

15

In 2020, SUEZ defined its mission to craft

a sustainable environment, starting today

Aligning investment policies with climate

and environmental objectives

Indexing variable compensation policies

to sustainable development performance

Customizing roadmaps to entities

STRENGTHENING THE LINK BETWEEN OPERATIONAL PERFORMANCE

AND ENVIRONMENTAL PERFORMANCE

Quantifying objectives to protect

biodiversity

Fighting global warming

Centering our processes around

sustainable development

Strengthening the Group’s

commitments1 2


Throughout the health crisis,

employees have been more committed than ever

16

Here in Naples, despite the difficulties, we are continuing

to work relentlessly to provide essential services. To all our

colleagues on-site and at home, we say “hang in there!

Live video message from Matteo Alfonsi,

Naples wastewater treatment plant operator, SUEZ Italy

‘‘

’’

Mobilizing

in the field to ensure

service continuity

Employee shareholding

setting new records

for participation

Employees

innovating to support communities

through Covid-19 City Watch

CLIENTS FIRST

RESPECT

TEAM SPIRIT

PASSION FOR THE

ENVIRONMENT

+50%

2nd

+100

1

of SUEZ employees in France have subscribed to “Sharing 2021”

the portion of Group shares held by SUEZ employees (5.6%)

cities are already using the solution

to obtain analytical results

SMCL innovation award

24Hless than


Shared values driving

employee mobilization

4

3,2KOver

publications from

SUEZ accounts

K

30 mof potential views

positive feedbacks

and encouragements

The acceleration of SUEZ 2030 has already begun

to strengthen the Group in 2021

17

Acceleration of the performance plan

Value-creating asset rotation

Balanced return to shareholders

TANGIBLE RESULTS IN 2020AN EVEN STRONGER SUEZ PROFILE

IN 2021

EBIT: between €1.4 and €1.6 billion

Recurring EPS: between €0.80 and €0.85

Revenues > €16 billion

and a return to organic growth

Recurring free cash flow > €500 million


(1) Assuming no return to a generalized, region-wide confinement situation, and constant FX and commodity prices

Financial resultsJulian Waldron

Group Senior Executive Vice President

in charge of Finance


3

Resilient performance in 2020, with excellent year-end results

19

ORDINARY DIVIDEND PROPOSED OF €0.65 PER SHARE

€ billionRevenues 2020

€ millionEBIT 2020

17.2

780

-403 € millionReduction in net debt 2020


Outperformance

relative to

H2 projections

2020 in perspective

20

Jan.

Mar.

Jun.

Sept.

Dec.

Activity(organic revenue growth)

-0.9%H2 2020

-4.5%H1 2020

Northern Regions - Qatar

Edward C. Little - USA

Industry: SAIC Motor, PSA, Renault

Dijon Metropolitan Area - France

Tashkent - Uzbekistan

Luanda - Angola

Hingham - USA

Huabei - China

Industry: Arkema

Bangalore - India

Manila - Philippines

Adelaide - Australia

Commercial

momentum

Our

Purpose

Adapting to the

Covid-19 crisis

Highlights

Financial

trajectory H2

established

Acceleration of the

performance plan

Launch of SUEZ 2030

ESSAL

Minority

interests in SUEZ

NWS and Suyu

OSIS

Lanxess

Membranes

4.8%

Aquasure

R&R

Continental

Europe


Acquisitions Cessions

Revenues 2020 by businesses

21

In €m

WATER

Customer support across

the board

Impact in tourist areas

In €m

R&V

Impact of the pandemic

on H1 volumes

H2 strong rebound and stronger

pricing in Europe

In €m

ETS

Resilient performance

of the industrial water activity

Declining volumes of industrial

waste

Organic growth vs 2019

H1 20 H2 20 Q1 21

3,6233,221

H1 20 H2 20 Q1 21

3,4513,848

H1 20 H2 20 Q1 21

1,642 1,819

-3.2%

1,5811,993

805

Organic growth vs 202006/30/2021 2021 Ordinary Shareholders’ Meeting

-2.7% +1.0%-6.6%

-3.3% -3.7%

+2.2%+11.8%+0.3%

2020 profitability

Strong contribution from the performance program and good cost control

22

In €m

(92)

Change, Scope,

Pensions & IFRS 5

(303)

Covidone-offs

(623)

Volumesincl. Covid

+240

Covidmitigation one-offs

+25

Price effect

+326

Impact of the performance

program

(202)

Others(mainly:

cost inflation)

1,408

780


EBITDA 2020: €2,815 m

2019 2020

Improved financial profile

23

CHANGE in WCR

Positive contribution

€m

NET DEBT(1)

-€403 m vs 2019

€m

(1) Including €138 million of debt related to businesses to be divested in 2020, which completed in H1 2021

As of December 31, 2020


+ 202 9,749

Q1 2021

SUEZ achieves record performance

24

AT THE END OF JUNE, ACTIVITY IS OVERALL IN LINE WITH THE PERFORMANCE OF Q1,

SHOWING A STRONG RECOVERY FROM 2020 AND GROWTH FROM 2019

+5.9%

vs 2020

+6.2%

vs 2019

REVENUE

+17.0%

vs 2020

+14.6%

vs 2019

EBITDA

All targets for 2021

confirmed

EBIT: between €1.4 and €1.6 bn

Recurring EPS: between €0.80

and €0.85

Revenue > €16 bn

Recurring free cash flow > €500 m

TARGETS


% organic growth

Investor and shareholder relations: transparency and openness

25

Gold Medal for Best Services

to Shareholders on the SBF 120

Doubling of the number of

interactions between 2019 and 2021

Innovation 2020: Covid Podcasts

more than 6,000 participants

in web conferences hosted

by Bertrand Camus ESG transparency: Taxonomy,

Factbook, SASB reporting

Shareholder relations:

a widely recognized commitment

to constructive communication

Investor Relations:

strengthened communication

and improved transparency

SRI funds: increased number

of contacts


Apr-19 Jun-19 Aug-19 Oct-19 Dec-19 Feb-20 Apr-20 Jun-20 Aug-20 Oct-20 Dec-20 Feb-21 Apr-21 Jun-21

SUEZ 2030 outlook gradually reflected in EPS estimates


€0.80

€0.70

€0.60

€0.50

Post 2020 results

revisions

Average of the consensus over the period

Initial 2021 guidance

Confirmed 2021 guidance

€0.80 to €0.85

Period

before

SUEZ 2030

announcement

Implementation

of SUEZ 2030

before the health

crisis

Revisions related

to the health

crisis

Confidence supported

by results and by

confirmed targets


+15.4%

Since May 2019

Base 100 = May 14th, 2019

Change at closing price on April 12th, 2021

+59.8%

50

70

90

110

130

150

170

May-19 Nov-19 May-20 Nov-20

Base 100 = July 21st, 2008

Change at closing price on April 12th, 2021

+41.9%

+42.4%

30

50

70

90

110

130

150

Jul-08 Jul-10 Jul-12 Jul-14 Jul-16 Jul-18 Jul-20

Suez CAC 40 Euro Stoxx Utilities

Since 2008

Evolution of the stock market price of SUEZ

In summary

28

Transformation of SUEZ 2030

in tangible results

Debt reduction and continuation

of the dividends

Value creation through the share price

While ensuring

SUEZ’s key role

in essential

services


Agreement with VeoliaBertrand Camus



4

An agreement that benefits all SUEZ stakeholders

30

A PRICE OF €20.50 PER SHARE,

WHICH RECOGNIZES SUEZ’S VALUE

A NEW SUEZ WITH THE TECHNOLOGICAL AND INDUSTRIAL EXPERTISE

TO ENSURE THE BEST QUALITY OF SERVICE FOR OUR CUSTOMERS

SOCIAL GUARANTEES AND CAREER OPPORTUNITIES

FOR ALL SUEZ EMPLOYEES


Clear priorities and full commitment throughout the coming months

31

VALUE

FOR THE GROUP

VISIBILITY

FOR OUR CUSTOMERS

COMMITMENT

TO OUR EMPLOYEES


GovernancePhilippe Varin

Chairman

and Chairwomen

of the Board’s Committees


5

• Chaired by Mrs Miriem Bensalah-Chaqroun

• 5 meetings in 2020; an attendance rate of 88%

• Monitoring of the SUEZ 2030 plan

• Review of the strategic options in the Veolia operation context

A committed governance, adapted to the context

A BOARD OF DIRECTORS FULLY COMMITTEDTO MONITORING THE HEALTH CRISIS AND THE VEOLIA OPERATION


• CHAIRED BY MR PHILIPPE VARIN

• 22 MEETINGS IN 2020 + 1 STRATEGIC SEMINAR

• AN ATTENDANCE RATE OF 90%

THE STRATEGY COMMITTEE

• Chaired by Mrs Brigitte Taittinger-Jouyet


• Review of the composition of the Board of Directors

• Alignment of executive compensation on the Group objectives

and CSR requirements

THE APPOINTMENT, COMPENSATION AND GOVERNANCE

COMMITTEE

• Chaired by Mrs Delphine Ernotte Cunci


• Review of the financial impacts of the health crisis

• Monitoring of the implementation of the SUEZ 2030 plan

THE AUDIT AND FINANCIAL STATEMENTS COMMITTEE

• Chaired by Mrs Anne Lauvergeon


• Monitoring of the management of the COVID-19 crisis

• SUEZ purpose and value proposition

THE CSR, INNOVATION, ETHICS, WATER AND SUSTAINABLE

PLANET COMMITTEE

• CHAIRED BY MR PHILIPPE VARIN

• COMPOSED OF THE CHAIRWOMEN OF THE 4 COMMITTEES + AN EMPLOYEE

DIRECTOR

• 38 MEETINGS SINCE SEPTEMBER 2020; AN ATTENDANCE RATE OF 96%

AN AD HOC COMMITTEE DEDICATEDTO THE MONITORING OF THE VEOLIA OPERATION AND THE EXAMINING OF ALTERNATIVES

Statutory auditors’ reportsStéphane Pédron

Partner

E&Y


6

Statutory Auditors’ Reports

REPORTS RELATED TO THE RESOLUTIONS OF THE ORDINARY SHAREHOLDERS’ MEETING

• Statutory Auditors’ Report on the SUEZ financial statements

(Resolution nº1; Universal registration document: pages 375 to 378)

• Statutory Auditors’ Report on the consolidated financial statements of the SUEZ Group

(Resolution nº2; Universal registration document: pages 347 to 351)

• Statutory Auditors’ Special Report on the related party agreements and commitments

(Resolution nº8; Universal registration document: pages 258 and 259)

OTHER REPORTS

• Independent third party’s report on the consolidated non-financial performance statement included

in the Management Report (Universal registration document: pages 100 and 101)

• Statutory Auditors’ Report of reasonable assurance on a selection of consolidated information included

in the Management Report (Universal registration document: page 103)


Questions & AnswersPhilippe Varin

Bertrand Camus

Jacques Audibert


7

Vote of the resolutionsJacques Audibert

General Secretary


8

For 234,056,254 99.384%

Against 1,450,814 0.616% APPROVED

Abstention 26,438,681

First resolution

APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

• Company’s net income: € 246,143,041.04


For 235,419,975 99.388%



Second resolution

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2020

• Net income Group share: € -228 M


For 235,163,767 89.778%


Abstention 6,575

Third resolution

ALLOCATION OF THE NET INCOME FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

AND DETERMINATION OF THE DIVIDEND

• Payment of dividend for fiscal year 2020 submitted for approval: €0.65 per share

• Ex-Date: July 6, 2021

• Payment Date: July 8, 2021


For 236,703,192 99.928%

Against 170,292 0.072% APPROVED


Fourth resolution

RATIFICATION OF THE COOPTATION OF MR. BERTRAND MEUNIER AS DIRECTOR

• Term of office: until the General Meeting called to approve the financial statements

for the year ending December 31, 2023

• Independent Director

• Member of the Strategy Committee

• Main position: Chairman of the Board of Directors of Atos


Fifth resolution

RATIFICATION OF THE COOPTATION OF MR. JACQUES RICHIER AS DIRECTOR




• Member of the Audit and Financial Statements Committee

• Main position: Chairman of the Board of Directors of Allianz France


For 236,705,118 99.929%



Sixth resolution

RATIFICATION OF THE COOPTATION OF MR. ANTHONY R. COSCIA AS DIRECTOR



• Main position: Partner and Executive Committee member of Windels Marx, LLP


For 236,686,804 99.921%



Seventh resolution

RATIFICATION OF THE COOPTATION OF MR. PHILIPPE PETITCOLIN AS DIRECTOR




• Main position: Director


For 236,773,396 99.958%



Eighth resolution

APPROVAL OF A NEW RELATED-PARTY AGREEMENT AND THE STATUTORY AUDITORS’ SPECIAL

REPORT ON RELATED-PARTY AGREEMENTS GOVERNED BY ARTICLES L. 225-38 ET SEQ.

OF THE FRENCH COMMERCIAL CODE

• Amendment to the syndicated facility agreement that the Company signed with banking establishments authorized by the Board

of Directors on February 26, 2019, previously approved by Shareholders’ Meeting in 2020 and continued during the past year

• Person concerned: Mrs. Brigitte Taittinger-Jouyet, Director of HSBC France


For 261,903,469 99.990%


Abstention 15,248

Ninth resolution

VOTE ON THE INFORMATION RELATING TO THE COMPENSATION OF CORPORATE OFFICERS

FOR 2020 AS SET OUT IN ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE

• 2020 compensation of the corporate officers (Chairman of the Board, Chief Executive Officer and Directors)

• Average and median ratios between the compensations of the Chairman and CEO and the Company’s employees

and Group’s employees in France and their evolution over the last five years


For 260,615,956 99.499%


Abstention 17,664

Tenth resolution

VOTE ON THE ELEMENTS OF COMPENSATION DUE OR AWARDED FOR FISCAL YEAR 2020,

TO MR. JEAN-LOUIS CHAUSSADE, CHAIRMAN OF THE BOARD OF DIRECTORS, FOR THE PERIOD

RUNNING FROM JANUARY 1 TO MAY 12, 2020

• Compensation paid in fiscal year 2020 or awarded in respect of that year in accordance with the compensation policy approved

by the Shareholders’ Meeting of May 12, 2020


For 236,537,741 99.860%



Eleventh resolution

VOTE ON THE ELEMENTS OF COMPENSATION DUE OR AWARDED FOR FISCAL YEAR 2020

TO MR. PHILIPPE VARIN, CHAIRMAN OF THE BOARD OF DIRECTORS, FOR THE PERIOD RUNNING

FROM MAY 12 TO DECEMBER 31, 2020




For 236,090,450 90.135%


Abstention 16,187

Twelfth resolution

VOTE ON THE ELEMENTS OF COMPENSATION DUE OR AWARDED FOR FISCAL YEAR 2020

TO MR. BERTRAND CAMUS, CHIEF EXECUTIVE OFFICER




For 239,589,215 91.472%


Abstention 18,108

Thirteenth resolution

VOTE ON THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE BOARD

OF DIRECTORS FOR FISCAL YEAR 2021

• Renewal of the Chairman’s compensation policy as approved by the Shareholders’ Meeting of May 12, 2020


For 236,273,386 90.215%


Abstention 44,462

Fourteenth resolution

VOTE ON THE COMPENSATION POLICY OF THE CHIEF EXECUTIVE OFFICER FOR FISCAL YEAR 2021

• Renewal of the Chief Executive Officer’s compensation policy approved by the Shareholders’ Meeting of May 12, 2020

• Greater emphasis on the integration of environmental, corporate and social responsibility criteria into the evaluation

of the Chief Executive Officer’s performance

• Specification and clarification of the qualitative criteria for annual variable compensation and the vesting scale for multi-year variable

compensation


For 235,530,136 93.847%



Fiftheenth resolution

VOTE ON THE COMPENSATION POLICY OF DIRECTORS FOR FISCAL YEAR 2021

• Compensation of Directors (apart from the Chairman of the Board, the Chief Executive Officer, and the Directors representing

employees and employee shareholders) linked to the attendance at meetings of the Board of Directors and its Committees

• Maximum amount of the annual budget is € 700,000 and remains unchanged since 2014


For 247,652,126 99.951%



Sixteenth resolution

POWERS FOR FORMALITIES


For 261,908,597 99,988%


Abstention 6,423

THANK YOU

Documents

2021 ORDINARY · 2021. 7. 1. · SUEZ 2030 outlook gradually reflected in EPS estimates 06/30/2021 2021 Ordinary Shareholders’ Meeting 26 €0.80 €0.70 €0.60 €0.50 Post 2020