MINUTES OF

THE COMBINED GENERAL MEETING

SUEZ ENVIRONNEMENT

19 may 2011—Carrousel du Louvre, Paris

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The Combined Annual General Meeting of SUEZ ENVIRONNEMENT took

place on 19 May 2011 at the Carrousel du Louvre, Paris, under the

chairmanship of Gérard Mestrallet. The Annual General Meeting

provided an opportunity for the Chairman of the Board of Directors

and Chief Executive to illustrate the financial results achieved and

actions taken in 2010, and to present the outlook and main strategic

challenges for the future.

KEY INFORMATION

Duration: 2.5 hours

Audience: 700 shareholders in attendance

Quorum: The shareholders present or rep-resented, together with shareholders who had voted by post and online, held 72.35% of total shares entitled to vote in the An-nual General Meeting (compared to an aver-age provisional quorum of 64% for the an-

nual general meetings of CAC 40 companies)

On stage: Gérard Mestrallet (Chairman), Jean-Louis Chaussade (Chief Executive), Jean-Marc Boursier (CFO), Marie-Ange Debon (General Secretary), Scrutineers

(GDF SUEZ and Groupe Bruxelles Lambert)

Stands: Shareholders’ area, clients’ area and presentations of the Group’s businesses

at the entrance to the hall

Internet: live and recorded broadcasts on the SUEZ ENVIRONNEMENT website - click here to access the video Option to vote online

CONDUCT OF THE GENERAL MEETING

15:00 – Opening speech by G. Mestrallet

15:10 – Highlights and activities of the

businesses by JL. Chaussade

15:55 – Financial performance 2010 by

JM. Boursier

16:11 - Governance by G. Mestrallet and

the Committee Chairmen

16:27 – Auditors’ report

16:30 – Dialogue with shareholders

17:18 – Voting on the resolutions

17:30 – End of the AGM

CONTENTS

PERFORMANCE AND STRATEGY

SUSTAINABLE DEVELOPMENT

FINANCIAL RESULTS

GOVERNANCE

COMMUNICATING WITH SHAREHOLDERS

DIALOGUE WITH SHAREHOLDERS

VOTING ON THE RESOLUTIONS

A FRUITFUL AND PEACEFUL DIALOGUE All resolutions adopted

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PERFORMANCE AND STRATEGY

Both Gérard Mestrallet, during the opening speech of the Annual General Meeting, and Jean-Louis

Chaussade, in his presentation of the highlights and activities of the businesses, described the past

year as ―decisive‖. 2010 was marked by a return to sustained growth in business and a strong

improvement in performance, which continued into Q1 2011.

The Chief Executive pointed out the many industrial and commercial successes achieved by SUEZ

ENVIRONNEMENT and highlighted the efforts made in terms of social progress and innovation.

The group confirmed its long-term sustainable growth strategy

and, in a context of gradual macro-economic recovery, its

attractive medium-term growth prospects, as demonstrated by its

profitability improvement and dividend growth objectives.

SUEZ ENVIRONNEMENT will be building on its competitive

advantages to create value in the water and waste cycles and

position itself as a leader in environmental performance.

“2010 was marked by strong performance and the completion of major strategic operations” - Jean-Louis

Chaussade, Chief Executive SUEZ ENVIRONNEMENT

View the General Meeting presentation slides

SUSTAINABLE DEVELOPMENT

Jean-Louis Chaussade also underlined SUEZ ENVIRONNEMENT’s Social and

Environmental Responsibility commitments, reinforced by the launch of its

―Equal opportunities, social progress, commitment‖ diversity and social

development programme.

This programme, which establishes targets to be achieved by 2012, will

allow the Group to make progress in the areas of diversity and inclusion, employment of senior

citizens and support for people with disabilities.

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The sustainable development actions undertaken by SUEZ ENVIRONNEMENT and its non-financial

communication led to the Group being included in the FTSE4Good index in April 2011, in recognition

of its environmental, social and governance performance.

Learn more about SUEZ ENVIRONNEMENT’s sustainable development policy

FINANCIAL RESULTS

Jean-Marc Boursier, Chief Financial Officer of SUEZ ENVIRONNEMENT, highlighted the Group’s good

financial performance and stated that all the objectives set for 2010 had been achieved.

KEY FIGURES

Revenue: €13,869M (+12.8%)*

Gross operating income: €2,339M (+13.6%)*

Free cash flow: €852M (+20%)**

Net income group share: €565M (+40.1%)

Net debt / EBITDA: 3.22 times

* gross

** Excluding non-recurring components in 2009

View the annual and half-year results

“SUEZ ENVIRONNEMENT consists of 80,000 men and women of over 70 different nationalities. We believe that

the diversity of our teams enriches our water and waste treatment businesses” - Jean-Louis Chaussade, Chief

Executive of SUEZ ENVIRONNEMENT

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Committees of the Board of Directors

In his opening address as Chairman of the Board of Directors, Gérard Mestrallet presented the

Group’s governance, noting the composition and work of the Board in 2010. During the General

Meeting, the chairman of each Committee (Audit and Accounts Committee, Ethics and Sustainable

Development Committee, Appointments and Remuneration Committee) used video interviews to

present the composition of his committee, the frequency of meetings, the work carried out and the

self-assessment method used. Gérard Mestrallet concluded with a presentation of the Strategic

Committee, which he chairs.

Reappointment of directors

As part of the governance improvement process and in order to comply with the ―AFEP – MEDEF‖

recommendations, last year the Board of Directors established a plan for the staggered reappoint-

ment of directors one third at a time, in order to avoid the en-bloc

expiry of their terms.

Six directors therefore submitted their resignations once more this

year and were subsequently reappointed by the General Meeting

(Valérie Bernis, Nicolas Bazire, Jean-François Cirelli, Lorenz d’Este,

Gérard Lamarche and Olivier Pirotte).

Mrs Penelope Chalmers Small was appointed as director to replace

Dirk Beeuwsaert. With two women, the diversity rate of the Board

of Directors has now increased to 11.1%.

See the composition of the Board of Directors

GOVERNANCE

SYSTEM FOR COMMUNICATING WITH PRIVATE SHAREHOLDERS

Gérard Mestrallet and Jean-Louis Chaussade warmly thanked the 300,000 private shareholders of

SUEZ ENVIRONNEMENT for their loyalty and confidence. In turn, the 700 shareholders present in the

hall praised the quality of the preparation of the General Meeting, which was described as

“dynamic” and “information rich”.

“Thank you for bringing colour and interest to this General Meeting” - Gérard Mestrallet, Chairman of the Board

of Directors of SUEZ ENVIRONNEMENT

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DISTRIBUTION OF CAPITAL AS OF 31.12.2010

DIALOGUE WITH SHAREHOLDERS

Gérard Mestrallet and Jean-Louis Chaussade spent 45 minutes

answering the 23 questions asked by shareholders during the

debate. Many of the questions related to the businesses of

SUEZ ENVIRONNEMENT and thus demonstrated the high level of

interest of shareholders in the Group’s activities.

See the letter to shareholders

MAIN TOPICS OF ORAL QUESTIONS

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Stock Exchange Results Trade Governance Sustainable Development

Others

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VOTING ON THE RESOLUTIONS (1/2)

All the resolutions submitted to the Group’s shareholders by the Board of Directors were adopted.

The General meeting thus approved the 2010 accounts and the allocation of income for the year,

and decided to pay a dividend of €0.65 per share.

For the first time, an option to be paid in shares will be offered for this payment.

The coupon was clipped on 24 May 2011 and the dividend

will be paid as of 27 June 2011. The issue price of the

new shares for shareholders wishing to exercise the

option to receive payment in shares was fixed at €13.03.

GDF SUEZ, the main shareholder, which owns 35.4% of

SUEZ ENVIRONNEMENT, stated that it will opt for

payment in shares.

Finally the General Meeting authorised a resolution on employee share ownership and the Group will

launch its first employee share ownership plan by the end of 2011. This worldwide plan covering

20 countries and over 75,000 employees aims to develop loyalty and involve all employees in

improving the Group’s performance.

RESOLUTIONS WITHIN THE JURISDICTION OF THE ORDINARY GENERAL MEETING VOTES FOR VOTES AGAINST ABSTENTION

FIRST RESOLUTION

Approval of the financial statements for 2010 Adopted 99,8% 0,1% <0,1%

SECONDE RESOLUTION

Approval of the consolidated financial statements for 2010

Adopted 99,9% 0,1% <0,1%

THIRD RESOLUTION

Allocation of profit for 2010 Adopted 99,4% 0,6% <0,1%

FOUR RESOLUTION

Approval of the option for payment of the dividend in shares

Adopted 99,8% 0,2% <0,1%

FIFTH RESOLUTION

Approval of the regulated agreements and undertakings referred to in articles L.225-38 et seq. and L.225-42-1 of the French Commercial Code

Adopted 99,1% 0,9% <0,1%

SIXTH RESOLUTION

Ratification of transfer of the registered office Adopted 99,9% 0,1% <0,1%

SEVENTH RESOLUTION

Appointment of Mrs Penelope Chalmers Small as Direc-tor

Adopted 87,1% 12,8% <0,1%

EIGHTH RESOLUTION

Appointment of Mrs Valérie Bernis as Director Adopted 87,5% 12,4% <0,1%

NINTH RESOLUTION

Appointment of Mr Nicolas Bazire as Director Adopted 91,5% 8,5% <0,1%

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VOTING ON THE RESOLUTIONS (2/2)

RESOLUTIONS WITHIN THE JURISDICTION OF THE EXTRAORDINARY GENERAL MEETING VOTES FOR VOTES AGAINST ABSTENTION

FIFTEENTH RESOLUTION

Authorization for the Board of Directors to reduce the share capital by cancelling the treasury shares held by the company

Adopted 99,8% 0,1% <0,1%

SIXTEENTH RESOLUTION

Delegation of authority to the Board of Directors to increase the share capital, with cancellation of the preferential subscription right, in favor of one or more named categories of beneficiaries, in the context of the SUEZ ENVIRONNEMENT Group’s international share ownership and savings plans

Adopted 99,6% 0,3% <0,1%

SEVENTEENTH RESOLUTION

Powers for formalities Adopted 99,8% 0,1% <0,1%

TENTH RESOLUTION

Appointment of Mr Jean-François Cirelli as Direc-tor

Adopted 88,0% 11,9% <0,1%

ELEVENTH RESOLUTION Appointment of Mr Lorenz d’Este as Director Adopted 99,7% 0,3% <0,1%

TWELFTH RESOLUTION

Appointment of Mr Gérard Lamarche as Director Adopted 87,7% 12,2% 0,1%

THIRTEENTH RESOLUTION

Appointment of Mr Olivier Pirotte as Director Adopted 86,2% 13,8% <0,1%

FOURTEENTH RESOLUTION

Authorization to operate on treasury shares Adopted 99,0% 1,0% <0,1%

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SUEZ ENVIRONNEMENT

TOUR CB21—16, PLACE DE L’IRIS

92040 PARIS LA DÉFENSE CEDEX - France

WWW.SUEZ-ENVIRONNEMENT.FR