Section A - Introduction and warningsfrom an Authorised Offeror will do so, and offers and salesof the Notes to an Investor by an Authorised Offeror willbe made, in accordance with any terms and otherarrangements in place between such Authorised Offerorand such Investor including as to price, allocation,settlement arrangements and any expenses or taxes to becharged to the investor (the "Terms and Conditions of theNon-exempt Offer"). The Issuer will not be a party to anysuch arrangements with Investors (other than the Dealers)in connection with the offer or sale of the Notes and,accordingly, this Base Prospectus and any Final Terms willnot contain such information. The Terms and Conditionsof the Non-exempt Offer shall be published by thatAuthorised Offeror on its website at the relevant time.None of the Issuer, any of the Dealers or other AuthorisedOfferors has any responsibility or liability for suchinformation.Section B - IssuerB.1 Legal name andcommercial name of theIssuerB.2 Domicile and legal form ofthe Issuer, the legislationunder which the Issueroperates and its country ofincorporation<strong>Veolia</strong> Environnement.<strong>Veolia</strong> Environnement is a société anonyme à conseil d'administration (alimited liability company with a board of directors) incorporated inFrance since 1995 for a term of 99 years and governed by the provisionsof Book II of the French Code de commerce. Its registered office islocated at 36-38 avenue Kléber, 751<strong>16</strong> Paris, France.B.4b Trends The principal trends are described in the 2012 Registration Documentincorporated by reference in this Base Prospectus.B.5 The Group and theIssuer's position within theGroup<strong>Veolia</strong> Environnement is the ultimate holding company of anindependent group of companies which specialises in the supply ofenvironmental management services. The Group's expertise is currentlyorganised into three divisions, each of which specialises in a singlebusiness sector: <strong>Veolia</strong> Eau, <strong>Veolia</strong> Energie (Dalkia) and <strong>Veolia</strong>Propreté.B.9 Profit forecast Not applicable. The Issuer does not provide profit forecasts.B.10 Audit report qualifications There are no qualifications in the auditor's report with respect to thefinancial statements as of and for the year ended 31 December 2012.The auditor's report with respect to the financial statements as of and forthe year ended 31 December 2011 set out on pages 386 to 387 of the2011 Registration Document contains an observation.B.12 Selected historical keyfinancial informationSelected key financial information as at 31 December 2012 and 31December 2011 has been extracted from the 2012 RegistrationDocument which is incorporated by reference into the Base Prospectus.Selected consoli<strong>dated</strong> financial statement figures presented inaccordance with IFRS(€ million) 31/12/2012 31/12/2011 (i)Revenue 29,438.5 28,576.5Operating cash flow before changesin working capital (iv) 3,084.7 3,352.9Operating income 1,095.0 829.1126395-3-12-v5.3 - 18 - 36-40542870
Net income attributable to ownersof the Company 393.8 (489.8)Net income attributable to ownersof the Company per share - Diluted(in euros) 0.78 (0.99)Net income attributable to ownersof the Company per share - Basic(in euros) 0.78 (0.99)Dividends paid (ii) 353.8 586.8Dividend per share paid during thefiscal year (in euros) 0.70 1.21Total assets 44,612.1 50,405.6Total current assets (iii) 22,038.4 21,948.5Total non-current assets 22,573.7 28,457.1Equity attributable to owners of theCompany 7,152.1 7,069.7Equity attributable to noncontrollinginterests 1,973.6 2,765.4(i)(ii)Adjusted Operating cash flow (iv) 2,722.8 2,852.6Adjusted operating income 1,193.7 1,557.8Adjusted net income attributable toowners of the Company 59.5 194.7Net financial debt 11,283.4 14,729.9In accordance with IFRS 5, Non-Current Assets Held for Sale and DiscontinuedOperations, the income statements of:– discontinued operations in the course of divestiture, i.e. the entire contribution of<strong>Veolia</strong> Transdev, excluding the activities of Société Nationale Maritime CorseMéditerranée (SNCM) Group, Water activities in Morocco, urban lighting activities(Citelum) in the Energy Services Division and European wind energy activities;– discontinued operations divested, i.e. regulated activities in the United Kingdom inthe Water Division, divested in June 2012, Solid Waste activities in the United Statesin the Environmental Services Division, divested in November 2012 and Americanwind energy activities, divested in December 2012;are presented in a separate line, Net income from discontinued operations, for the yearsended December 31, 2012 and 2011.Dividends paid by the Issuer.(iii) Including assets classified as held for sale of €3,974.3 million as of December 31, 2012and €3,256.5 million as of December 31, 2011.(iv) Operating cash flow before changes in working capital, as presented in the Cash FlowStatement, is composed of three components: adjusted operating cash flow consisting ofoperating income and expenses received and paid (“cash”), operating cash flow fromfinancing activities including cash financial items relating to other financial incomeand expenses, and operating cash flow from discontinued operations composed of cashoperating and financial income and expense items classified in net income fromdiscontinued operations pursuant to IFRS 5.Save as disclosed in Element B.13 below, there has been nomaterial adverse change in the prospects of the Issuer since 31December 2012.Save as disclosed in Element B.13 below, there has been nosignificant change in the financial or trading position of theIssuer since 31 December 2012.B.13 Recent events Except (i) the sale by the Issuer of its subsidiary <strong>Veolia</strong> Water inPortugal (CGEP - Compagnie Générale des Eaux du Portugal –Consultadoria e Engenharia) for €95 million, (ii) the signing of a 20-year contract in an amount of €650 million by QGC, a 100% subsidiaryof BG Group, with <strong>Veolia</strong> Water to manage three water treatment plantsat its coal gas production sites in the Surat Basin, southeast Queensland(Australia), (iii) the publication of a presentation of the proforma 2012annual accounts by <strong>Veolia</strong> Environnement reviewed in accordance withIFRS standards 10, 11 and 12, (iv) the announcement by the European126395-3-12-v5.3 - 19 - 36-40542870
- Page 2 and 3: This Base Prospectus (together with
- Page 4 and 5: TABLE OF CONTENTSPERSONS RESPONSIBL
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Euroclear, Clearstream, Luxembourg
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TAXATIONThe statements below regard
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SUBSCRIPTION AND SALE OF THE NOTESS
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Hong KongEach Dealer has represente
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FORM OF FINAL TERMSFinal Terms date
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7. (i) Issue Date: [](ii) Interest
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(viii) ISDA Determination: Floating
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(ii) Parties to be notified (if oth
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RESPONSIBILITYThe Issuer accepts re
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(Indicate reasons for the offer if
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Depositaries:(i) Euroclear France t
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Section A - Introduction et avertis
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norme IFRS 5.Sous réserve de ce qu
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B.17 Notations de crédit Le Progra
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Section C - Les Titresdéfaut ;un d
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C.18 Modalités relatives auproduit
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Section D - RisquesPorteurs non pr
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ISSUE SPECIFIC SUMMARYThis summary
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B.10 Audit reportqualificationsB.12
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principal activitiesneeds of each o
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Section C - The Notesfifteen (15) c
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C.18 How the return on thederivativ
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Section D - Risksapplicable)• [ri
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USE OF PROCEEDSThe net proceeds of
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RECENT DEVELOPMENTSPRESS RELEASEVeo
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production water will be treated ea
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Posting of 2012 proforma annual acc
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PRESS RELEASESlovakiaDalkia renews
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PRESS RELEASEParis, May 3, 2013KEY
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ContactsAnalyst and institutional i
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For the three months ended March 31
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Environmental ServicesRevenue (€M
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Veolia Transdev (excluding SNCM) cl
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PRESS RELEASEBrazilVeolia Water bui
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According to Jean-Michel Herrewyn,
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PRESS RELEASEVeolia Environnement 2
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PRESS RELEASEUnited KingdomVeolia W
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PRESS RELEASEVeolia Water pursues d
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Those pilot zones were the first in
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The purpose of these transactions i
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Veolia Environnement already has di
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PRESS RELEASESaudi ArabiaVeolia Wat
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PRESS RELEASENew Organization:Veoli
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ContactsMedia RelationsLaurent Obad
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Paris, July 11, 2013EXTENSION OF TH
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11. To the best of its knowledge, V