Acquisition of GE Water Stepping up into the Industrial Water Services Market

March 8th, 2017

Disclaimer

2 I

Certain information included in this press release and other statements or materials published by SUEZ are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies (including the successful integration of GE Water & Process Technologies within the Group and potential related synergies) and the environment in which SUEZ operates. They involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements.

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Information related to GE Water & Process Technologies (including 2016 financial figures) set out in this press release are based on information provided to SUEZ by GE Water & Process Technologies within the context of the acquisition process. These financial figures have not been audited or subject to a limited review by the auditors of SUEZ.

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Agenda

Introduction I Stepping up into the Industrial Water Services Market Jean-Louis Chaussade, CEO Section 1 I GE Water: Unparalleled Industrial Water Platform Jean-Louis Chaussade, CEO Section 2 I A Major Step Forward in Accelerating SUEZ’s Strategy Jean-Louis Chaussade, CEO Section 3 I A Value Enhancing Transaction Christophe Cros, CFO Conclusion I A Strategic Acquisition Jean-Louis Chaussade, CEO

3 I

Stepping up into the Industrial Water Services Market Jean-Louis CHAUSSADE Chief Executive Officer

Transaction in line with group’s strategy, expanding offer for industrial clients, reinforcing international footprint and boosting digital and innovation platform.

All cash transaction, for an enterprise value of €3.2bn(2), with strategic partner CDPQ

A compelling value proposition for SUEZ shareholders: EPS accretive on year 1, with strong revenue and cost synergies ; double-digit accretion based on run-rate cost synergies

Unanimous support from the Board of Directors of SUEZ

Bridge financing fully secured, to be refinanced through a capital increase, straight and hybrid debt

SUEZ main shareholders, Engie, Criteria CaixaHolding and Caltagirone, confirmed intention to participate in the capital increase

5 I

SUEZ to Acquire GE Water(1) and Become Major Player in Industrial Water Services

Notes: 1) “GE Water” stands for GE Water & Process Technologies 2) $3.4bn assuming EURUSD of 1.06

GE Water: Unparalleled Industrial Water Platform Jean-Louis CHAUSSADE Chief Executive Officer

Unparalleled Industrial Water Platform

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GE Water: Broadening an Unparalleled Industrial Water Solutions & Services Platform 1

Leading presence across the entire industrial water value chain

GE Water enhances strong R&D and innovation capabilities

An international and highly experienced management team

2

4

5

Operating in key growing industrial verticals with large blue-chip client portfolio 3

Complementary geographic footprint and strong go-to-market capabilities 6

A leading digital platform driving client retention

7

Integrated chemical treatment solutions for utilities operations, hydrocarbon processing and industrial applications

Water Treatment Chemical Solutions

Oil & Gas Process Chemical Treatment

Industrial Process Chemical Treatment

• Advanced cooling, wastewater, boiler water, and membrane chemistry for all industries

• Integrated solutions for refining, oil & gas production chemicals

• Dust control, fuel treatment and scale control services

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Systems c.$0.7bn Services c.$1.4bn

GE Water: Broadening an Unparalleled Industrial Water Solutions & Services Platform

Equipment and technology solutions for water and wastewater treatment, water reuse and outsourcing

Projects Analytical Instruments Products

• Filters, membranes, reverse osmosis equipment, electro-separation technologies

• Technology, products, and process engineering expertise

• Total organic carbon monitoring products and services for pharma, water and wastewater

Services

• Water treatment outsourcing and mobile water solutions

• Dedicated long-term and spot service contracts

1

Integrated Digital Services Offering

Recurring Sales: 65% of Total Sales

9 I

Leading Presence Across the Entire Industrial Water Value Chain 2

Present No/Limited Presence

Chemical Water Treatment and

Related Services Operations & Maintenance

Engineering, Procurement and

Construction Equipment &

Systems Monitoring / Analytics /

Digital Services Instrumentation Industrial Water

Solutions

Water

10 I

Market Dynamics

Market Positioning

O&G Upstream O&G Downstream Mining Power Food &

Beverage Pharma & Cosmetics

Micro Electronics

Expected average annual growth

2016 - 2020 12.3% 2.2% 5.9% 3.4% 4.3% 6.9%(1) 5.6%(1)

Global Annual Expenditures

2016 (€bn) 14.0 5.0 6.2 12.3 17.4 0.8(1) 1.11)

Solutions/ Services Offering

Key Clients

Operating in Key Growing Industrial Verticals with Large Blue-Chip Client Portfolio 3

WATER

Source: Expected average annual growth from GWI

Longstanding relationship with a diversified and balanced portfolio of blue-chip clients

Note: 1) Based on total capex spend only

GE Water Enhances Strong R&D and Innovation Capabilities

11 I

4

~350 scientists and engineers with strong domain expertise

Global optimised technology footprint with 12 R&D centers across four continents

Large portfolio of c.2,500 patents / applications

Current developments in:

• Zero-liquid discharge solutions

• Green cooling chemistry

• New process membranes

Highly recognized brands in the industry (Betz, Osmonics, Ionics…)

A Leading Digital Platform Driving Client Retention

12 I

5

Value-add services

to increase efficiency

Asset optimisation,

real-time monitoring,

and predictive

maintenance

Data analytics

In-House Digital Solution: InSight

Cloud based asset management software

solutions

Integrated digital services

ranging from asset monitoring

to developed digital customer

service capabilities and digital

sales

More than 4,000 customer sites served

globally with over 40,000 assets connected

Strong value proposition to customers, strengthened customer relationships, drives growth and profitability

Analytics People

InSight

Plant Optim.

Asset Perf.

Inventory SRCR&D

Process Analysis

Sensors

Controllers

Data

13 I

Complementary Geographic Footprint and Strong Go-to-Market Capabilities

Europe

130 Countries of operations

Presence in emerging markets 30% 29 manufacturing sites

& service centres 12 R&D centres

c. 7,500 employees

€10.6bn

€0.2bn

€0.4bn

North America

€2.1bn

€0.2bn

€1.0bn WATER

WATER

East Asia Pacific

€1.9bn

€0.4bn WATER

€bn Combined (SUEZ + GE Water) 2016 Sales

GE Water Key Footprint Highlights

6

Global sales force with c. 3,000 sales, field service representatives and distributors

€1.2bn

Industrial Solutions

Industrial Solutions

€0.5bn

Industrial Solutions €0.1bn

€0.5bn MEA

€1.8bn WATER

LATAM

€59m

€118m €0.9bn

WATER

€14m

€118m

€177m

Industrial Solutions

Industrial Solutions

€132m

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An International and Highly Experienced Management Team 7

Multicultural and international team 7 nationalities represented among the top 20 management team

Key experienced managers of GE Water to join SUEZ 15 years of industry experience on average within the management team

Strong expertise both in sales, supply chain and digital solutions

Total team will include 7,500 employees from GE Water and 2,000 from SUEZ

Smooth transition process

Leverage strong awareness of SUEZ brand

15 I

An Unparalleled Industrial Water Platform

3.6

2.7 2.5 2.4

2.0 2.0 1.9

1.6

1.1 1.0

0.5

WATER +

Industrial Water Competitive Landscape (Sales in €bn(1))

WATER

Note: 1) Financials converted at: 1.06 EURUSD exchange rate

Ecolab: Global Energy division; Xylem: Based on Industrial Water and Public Utilities portions of Water Infrastructure and Applied Water divisions; Danaher: Water Quality; Solenis: latest available; Evoqua: latest available; Pentair: Industrial water focused divisions of the Flow & filtration solutions and Water quality systems segments

A Major Step Forward in Accelerating SUEZ’s Strategy

Jean-Louis CHAUSSADE Chief Executive Officer

A Major Step Forward in Accelerating SUEZ’s Strategy

17 I

Industrial Clients

International Development

Digital Services

o Global leader in water solutions to industrial clients

o Expand suite of products and services

o Access to large blue-chip customer base

o From c. 34% to c. 40% of revenue generated with industrial clients

o Market leadership in US and Europe

o Strong complementarity in key growth geographies (e.g. Asia and Latin America)

o Rebalancing of geographic presence with c.40% generated outside Europe

o Full lifecycle management capabilities

o InSight asset performance management system

o Digital Service Centres and enhanced R&D

Enhances SUEZ’s long term profitable growth profile

Industrial Water: a Dynamic €95bn(1) Market Driven By Strong Market & Regulatory Trends

18 I

Strong outsourcing

trend

Strong outsourcing trend driven by the need for more cost effective solutions

Increased infrastructure

spending

Tightened regulatory requirements regarding emissions and discharge limitations drive increase in infrastructure spending

Alternative water resources

solutions

Growing need for water reuse solutions in industrial & municipal markets as a result of increasing water costs

Environmental Awareness

Supportive policy environment for circular economy and efficient resource management

Attractive growth

prospects

Attractive global industrial water market expected to grow at a 5% p.a. until 2020, exceeding GDP growth

Mainly supported by population and industrial growth

Note: 1) As per GWI – 2016 data

A Dedicated Industrial Water Business Unit with Strong Financial Partner

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SUEZ Industrial Solutions

GE Water +

70% ownership

Industrial Water 30%

ownership

Water Europe

Recycling & Recovery Europe International

27% 36% 21% 14%

% of SUEZ’s proforma revenue by business unit

dedicated industrial water business unit

CDPQ is an institutional investor with a strong track record of delivering value through strategic partnerships

Shared vision on the long-term prospects of the industrial water market and SUEZ’s newly formed industrial water business unit

Strategic Partnership with CDPQ Creation of a Dedicated Industrial Water Business Unit

Accelerate industrial water development with the creation of a dedicated industrial water business unit

SUEZ will combine its industrial solutions assets with GE Water into a new business unit(1)

Geographic rebalancing towards international operations Note: 1) Subject to work councils consultation

A Value Enhancing Transaction

Christophe CROS Chief Financial Officer

A Value Enhancing Transaction

21 I

Compelling valuation supported by solid cash conversion and synergies

1 Significant synergies to be derived from the transaction

Strong value creation for SUEZ shareholders

2

4 Secured financing and solid proforma balance sheet

3

€200m of revenues p.a.

Cost Synergies

Revenue Synergies

Implementation Costs

Significant Synergies Identified

22 I

1

2

1- year of cost synergies over 2017-19

• Significant revenue synergies from cross-selling industrial water activities leveraging on SUEZ geographical footprint

• Additional cross-selling opportunities to be derived from waste activities(1)

• Manufacturing • Engineering • Service Operations • Purchasing • SG&A

€65m of EBITDA p.a.

Run-rate identified Sources of synergies

Full benefit of costs & revenue synergies realized by year 5 c. 80% of cost synergies to be generated over the next 3 years

1

Note: 1) Not factored in synergy figures

Compelling Valuation Supported by Solid Cash Conversion and Synergies

23 I

Strong and predictable cash flow generation

EBITDA Margin Cost Synergies Synergized EBITDAMargin

~13% ~3-4% ~16-17%

Cash Conversion Cost Synergies Synergized CashConversion

~72% ~6% ~78%

12.5x 10.0x

2016 EBITDA 2016 EBITDA+ Cost Synergies

17.4x

12.8x

2016 Op CF 2016 Op CF+ Cost Synergies

Syne

rgie

s

(2)

Attractive Financial Profile(1) €3.2bn Consideration(1)

(3)

(2)

(2)

(2)

2

WATER

WATER

Notes: 1) Based on 2016 estimated recurring EBITDA and capex excluding one-off implementation costs 2) Run-Rate Cost Synergies of €65m 3) (EBITDA – recurring capex) / EBITDA

Syne

rgie

s

Strong Value Creation for SUEZ Shareholders

24 I

Cash Conversion Attractive cash conversion profile (> 70%)

FCF Positive FCF from 2017 onwards

EPS Double-digit accretion based on run-

rate cost synergies EPS accretion as soon as 2017

without synergies

Respect financial

discipline

Maintain flexibility

Accelerated EPS growth

Value enhancing transaction fully consistent with SUEZ strict investment criteria

3

Topline Growth Positioned in the fast-growing

industrial water market Expected mid-single digit revenue

growth in the industrial water market

Secured Financing and Solid Proforma Balance Sheet

25 I

Parent Company 70% 30%

Envisaged Transaction Structure Key Financing Terms & Timing

Bridge financing fully underwritten

Contemplated refinancing strategy designed to preserve SUEZ strong investment grade rating profile

• c. €0.7bn equity provided by CDPQ

• c. €0.75bn capital increase

• c. €0.6bn hybrid debt

• c. €1.1bn senior debt

Unanimous board approval and confirmed intention from main shareholders to participate in the capital increase

Closing expected by mid-2017 and subject to customary regulatory approvals

4

WATER

Industrial Solutions

A Strategic Acquisition

Jean-Louis CHAUSSADE Chief Executive Officer

27 I

A Strategic Acquisition

Transaction in line with group’s strategy, expanding offer for industrial clients, reinforcing international footprint and boosting digital and innovation platform.

All cash transaction, for an enterprise value of €3.2bn, with strategic partner CDPQ

A compelling value proposition for SUEZ shareholders: EPS accretive on year 1, with strong revenue and cost synergies ; double-digit accretion based on run-rate cost synergies

Unanimous support from the Board of Directors of SUEZ

Bridge financing fully secured, to be refinanced through a capital

increase, straight and hybrid debt

SUEZ main shareholders, Engie, Criteria CaixaHolding and Caltagirone, confirmed intention to participate in the capital increase