Commission of its intention to close the case opened in 2010 concerningsuspicions of a cartel and abuse of a dominant position in the delegatedwater distribution and sanitation services sector in France, (v) therenewal by Dalkia of its contract worth over one billion euros to manageheat generation and distribution in Bratislava’s Petržalka district, (vi) thepublication of the financial information for the three months ended 31March <strong>2013</strong>, (vii) the contract in an amount of €130 million won by<strong>Veolia</strong> Water, via its subsidiary <strong>Veolia</strong> Water Solutions & Technologies,to build three units for the treatment of raw water and wastewater for theChilean CMPC Group in Brazil, (viii) the holding of a combinedshareholders' meeting on 14 May <strong>2013</strong>, (ix) the approval of the proposeddividend for the fiscal year 2012, (x) the selection by Thames Water of ajoint venture made up of <strong>Veolia</strong> Water, Costain and Atkins to deliver asignificant proportion of its program of essential upgrades to water andwastewater networks and treatment facilities across London and theThames Valley, (xi) the announcement of three new deals in the state ofKarnataka, India, for <strong>Veolia</strong> Water, (xii) the announcement by <strong>Veolia</strong>Environnement of final results for its US Dollar- and Euro-denominateddebt tender offers, (xiii) the signing of an agreement with Fomento deConstrucciones y Contratas (FCC) to own 100% of Proactiva, (xiv) theannouncement of the success of the dividend distribution in shares, (xv)Marafiq, Saudi Arabia's leading water and electricity services operator,having contracted <strong>Veolia</strong> water to build a desalination plant at SadaraPetrochimical Complex in Jubail City, (xvi) <strong>Veolia</strong> Environnementannouncing its new organization by geographic zones and (xvii) <strong>Veolia</strong>Environnement and the Caisse des Dépôts announcing the extension oftheir agreement on the change in the share ownership at Transdev until31 October <strong>2013</strong>, there have been no recent events which the Issuerconsiders materially relevant to the evaluation of its solvency since thepublication of the 2012 Registration Document.B.14 Dependence upon otherentities within the GroupB.15 The Issuer's principalactivitiesSee Element B.5 for the Group and the Issuer's position within theGroup.<strong>Veolia</strong> Environnement is, directly or indirectly, the ultimate holdingcompany of all the companies in the Group. Its assets are substantiallycomprised of shares in such companies. It does not conduct any otherbusiness and is accordingly dependent on the other members of the<strong>Veolia</strong> Environnement group and revenues received from them.The Group offers a complete range of services adapted to the needs ofeach of its clients. These services comprise, in particular, supplyingwater, recycling wastewater, collecting, treating and recycling waste,supplying heating and cooling services, and generally optimisingindustrial processes.<strong>Veolia</strong> Environnement’s operations are conducted through threedivisions, each of which specialises in a single business sector: water,environmental services and energy services to serve public authority,industrial or service sector customers. Through these divisions, <strong>Veolia</strong>Environnement currently provides drinking water to 101 million peopleand treats wastewater for 71 million people in the world, processesnearly 54.4 million tons of waste, satisfies the energy requirements ofhundreds of thousands of buildings for industrial, public authority andprivate individual customers and transports more than 3.2 billionpassengers each year. <strong>Veolia</strong> Environnement also develops service offerscombining several Group businesses, either through several individualcontracts or by combining services within multi-service contracts.B.<strong>16</strong> Controlling persons To the best of its knowledge, there is no shareholder controlling theIssuer.B.17 Credit ratings The Programme has been rated BBB+ by Standard and Poor's CreditMarket Services France, S.A.S. ("S&P") and Baa1 by Moody's Investors126395-3-12-v5.3 - 20 - 36-40542870
Services Ltd ("Moody's"). As at the date of the Base Prospectus, theIssuer's long-term and short-term debt has been respectively rated (i)BBB+ and A-2 with negative outlook by S&P and (ii) Baa1 and P-2 withstable outlook by Moody's.Each of such credit rating agencies is established in the European Unionand is registered under Regulation (EU) No 1060/2009, as amended byRegulation (EU) No. 513/2011 (the "CRA Regulation") and is includedin the list of credit rating agencies published by the European Securitiesand Market Authority on its website (www.esma.europa.eu.eu/page/Listregistered-and-certified-CRAs)in accordance with the CRA Regulation.Notes issued pursuant to the Programme may be rated or unrated. Therating of Notes (if any) will be specified in the relevant Final Terms.Whether or not each credit rating applied for in relation to relevantSeries of Notes will be issued by a credit rating agency established in theEuropean Union and registered under the CRA Regulation will bedisclosed in the Final Terms. Where an issue of Notes is rated, its ratingwill not necessarily be the same as the rating assigned to Notes issuedunder the Programme. A rating is not a recommendation to buy, sell orhold securities and may be subject to suspension, change or withdrawalat any time by the assigning credit rating agency without notice.Section C – The NotesC.1 Type and class of theNotes and ISIN numberThe Notes will constitute obligations under French law.Notes are issued in Series. Each Series may comprise one or moreTranches issued on different issue dates and subject to identical terms,except that the issue date and the amount of the first payment of interestmay be different in respect of different Tranches.Notes may be issued in dematerialised form or in materialised form.Dematerialised Notes may be issued in bearer dematerialised form (auporteur) or in registered dematerialised form (au nominatif).Materialised Notes will be in bearer form only.The relevant security identification number(s) (ISIN) in respect of eachTranche of Notes will be specified in the applicable Final Terms.C.2 Currencies Notes may be denominated and/or payable in any currency as set out inthe applicable Final Terms, subject to all applicable consents beingobtained and compliance with all applicable legal and regulatoryrequirements.C.5 Restriction to the freetransferability of theNotesThe Notes will only be issued in circumstances which comply with thelaws, guidelines, regulations, restrictions or reporting requirements whichapply to the Notes from time to time including the restrictions on theoffer and sale of Notes and the distribution of offering material in variousjurisdictions applicable at the date of the Base Prospectus.The Issuer and the Dealers have agreed certain restrictions on the offer,sale and delivery of the Notes and on the distribution of offering materialin France, the United Kingdom, Japan, the United States of America,Hong-Kong, the People's Republic of China and Singapore. However, theNotes may be freely transferred in the relevant clearing system(s).C.8 The rights attached to theNotes, ranking andlimitations of those rightsRights attached to the Notes: The Notes entitle the Noteholders onredemption to a claim for payment of a cash amount and to payment ofinterest as summarised in Element C.9 belowStatus of the Notes: The Notes and, where applicable, any Couponsrelating to them constitute direct, unconditional, unsecured (subject to thenegative pledge provision) and unsubordinated obligations of the Issuerand shall at all times rank pari passu and without any preference among126395-3-12-v5.3 - 21 - 36-40542870
- Page 2 and 3: This Base Prospectus (together with
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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