EMTN base prospectus dated 16 July 2013 - Veolia Finance - Veolia ...

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payments of interest and principal with respect to RMB Notes will be made in Renminbi. As a result, the valueof these Renminbi payments in Euro or U.S. dollar terms may vary with the prevailing exchange rates in themarketplace. If the value of Renminbi depreciates against the Euro, the U.S. dollar or other foreign currencies,the value of investment in Euro, U.S. dollar or other applicable foreign currency terms will decline.Investment in RMB Notes is also subject to interest rate risksThe PRC government has gradually liberalised the regulation of interest rates in recent years. Furtherliberalisation may increase interest rate volatility. Notes denominated in RMB will generally carry a fixedinterest rate. Consequently, the trading price of such Notes will vary with fluctuations in Renminbi interest rates.If a Noteholder tries to sell such Notes before their maturity, he may receive an offer that is less than his originalinvestment.Developments in other markets may adversely affect the market price of any RMB NotesThe market price of RMB Notes may be adversely affected by declines in the international financial markets andworld economic conditions. The market for Chinese securities is, to varying degrees, influenced by economicand market conditions in other markets, especially those in Asia. Although economic conditions are different ineach country, investors’ reactions to developments in one country can affect the securities markets and thesecurities of issuers in other countries, including the PRC. Since the sub-prime mortgage crisis in 2008, theinternational financial markets have experienced significant volatility. Should similar developments occur in theinternational financial markets in the future, the market price of RMB Notes could be adversely affected.126395-3-12-v5.3 - 34 - 36-40542870
INFORMATION INCORPORATED BY REFERENCEIn accordance with article 11 of the Prospectus Directive, this Base Prospectus must be read in conjunction withthe sections of:- the French language Document de référence of the Issuer for the financial year 2012 (the “2012Registration Document”) which was filed with the AMF on 21 March <strong>2013</strong> under registration numberD13-0197, and- the French language Document de référence of the Issuer for the financial year 2011 (the “2011Registration Document”) which was filed with the AMF on 21 March 2012 under registration numberD12-0192,which are identified in the cross reference table below. Such sections are incorporated in, and shall be deemed toform part of this Base Prospectus.Any statement contained in a document or part of a document which is incorporated by reference herein shall bemodified or superseded for the purpose of this Base Prospectus to the extent that a statement contained hereinmodifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statementso modified or superseded shall not, except as so modified or superseded, be part of this Base Prospectus.The 2012 Registration Document and the 2011 Registration Document are available for viewing on the websiteof the AMF (www.amf-france.org) and on the website of the Issuer (www.finance.veolia.com). Free Englishtranslations of the 2012 Registration Document and 2011 Registration Document are also available for viewingon the website of the Issuer (www.finance.veolia.com).For the purpose of the Prospectus Directive, information can be found in the documents incorporated byreference in this Base Prospectus in accordance with the following cross-reference table:Annex IV ofthe EuropeanRegulationN°809/2004/ECof 29 April2004, asamended1. PERSONS RESPONSIBLE1.1 All persons responsible for the information given in theregistration document and, as the case may be, for certain partsof it, with, in the latter case, an indication of such parts. In thecase of natural persons including members of the issuer'sadministrative, management or supervisory bodies indicate thename and function of the person; in case of legal personsindicate the name and registered office.1.2 A declaration by those responsible for the registrationdocument that, having taken all reasonable care to ensure thatsuch is the case the information contained in the registrationdocument is, to the best of their knowledge, in accordance withthe facts and contains no opinion likely to affect its import. Asthe case may be, declaration by those responsible for certainparts of the registration document that, having taken allreasonable care to ensure that they are responsible is, to the bestof their knowledge, in accordance with the facts and containsno omission likely to affect its import.2. STATUTORY AUDITORS2.1. Names and addresses of the issuer’s auditors for the periodcovered by the historical financial information (together withtheir membership in a professional body).2.2. If auditors have resigned, been removed or not been reappointedduring the period covered by the historical financial2012RegistrationDocumentN/AN/APage 7Page 72011RegistrationDocument126395-3-12-v5.3 - 35 - 36-40542870
Page 2 and 3: This Base Prospectus (together with
Page 4 and 5: TABLE OF CONTENTSPERSONS RESPONSIBL
Page 7 and 8: Section A - Introduction et avertis
Page 9 and 10: d'un contrat d'un montant de €650
Page 11 and 12: Section C - Les TitresC.5 Restricti
Page 14 and 15: Section C - Les Titrespourcentage,
Page 16 and 17: Section D - Risquesde Titres libell
Page 18 and 19: Section A - Introduction and warnin
Page 20 and 21: Commission of its intention to clos
Page 22 and 23: Section C - The Notesthemselves and
Page 24 and 25: tradingC.15 Description of how thev
Page 26 and 27: D.3 Key risk specific to theNotesSe
Page 28 and 29: RISK FACTORSThe Issuer believes tha
Page 32 and 33: investors should consider reinvestm
Page 36 and 37: information, details if material.3.
Page 38 and 39: information is substantially consis
Page 40 and 41: 13.6. Legal and arbitration proceed
Page 42 and 43: TERMS AND CONDITIONS OF THE NOTESTh
Page 44 and 45: “D 2 ” is the calendar day, exp
Page 46 and 47: specified in the relevant Final Ter
Page 48 and 49: savings income in the form of inter
Page 50 and 51: (iii)(iv)conversion rate shall be r
Page 52 and 53: (C)that would be determined by the
Page 54 and 55: (b)(c)(excluding tobacco) for all h
Page 56 and 57: (2) In the event Eurostat decides t
Page 58 and 59: (b) Redemption at the option of the
Page 60 and 61: (iii)Other Notes:accrued interest w
Page 62 and 63: European city (which shall be Paris
Page 64 and 65: (i)(ii)(iii)(iv)(v)(vi)the Issuer i
Page 66 and 67: (iv)(v)(vi)(vii)Representative.The
Page 68 and 69: Euroclear, Clearstream, Luxembourg
Page 70 and 71: TAXATIONThe statements below regard
Page 72 and 73: SUBSCRIPTION AND SALE OF THE NOTESS
Page 74 and 75: Hong KongEach Dealer has represente
Page 76 and 77: FORM OF FINAL TERMSFinal Terms date
Page 78 and 79: 7. (i) Issue Date: [](ii) Interest
Page 80 and 81: (viii) ISDA Determination: Floating
Page 82 and 83: (ii) Parties to be notified (if oth
Page 84 and 85:
RESPONSIBILITYThe Issuer accepts re
Page 86 and 87:
(Indicate reasons for the offer if
Page 88 and 89:
Depositaries:(i) Euroclear France t
Page 90 and 91:
Section A - Introduction et avertis
Page 92 and 93:
norme IFRS 5.Sous réserve de ce qu
Page 94 and 95:
B.17 Notations de crédit Le Progra
Page 96 and 97:
Section C - Les Titresdéfaut ;un d
Page 98 and 99:
C.18 Modalités relatives auproduit
Page 100 and 101:
Section D - RisquesPorteurs non pr
Page 102 and 103:
ISSUE SPECIFIC SUMMARYThis summary
Page 104 and 105:
B.10 Audit reportqualificationsB.12
Page 106 and 107:
principal activitiesneeds of each o
Page 108 and 109:
Section C - The Notesfifteen (15) c
Page 110 and 111:
C.18 How the return on thederivativ
Page 112 and 113:
Section D - Risksapplicable)• [ri
Page 114 and 115:
USE OF PROCEEDSThe net proceeds of
Page 116 and 117:
RECENT DEVELOPMENTSPRESS RELEASEVeo
Page 118 and 119:
production water will be treated ea
Page 120 and 121:
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
Page 128 and 129:
For the three months ended March 31
Page 130 and 131:
Environmental ServicesRevenue (€M
Page 132 and 133:
Veolia Transdev (excluding SNCM) cl
Page 134 and 135:
PRESS RELEASEBrazilVeolia Water bui
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According to Jean-Michel Herrewyn,
Page 138 and 139:
PRESS RELEASEVeolia Environnement 2
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PRESS RELEASEUnited KingdomVeolia W
Page 142 and 143:
PRESS RELEASEVeolia Water pursues d
Page 144 and 145:
Those pilot zones were the first in
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The purpose of these transactions i
Page 148 and 149:
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
Page 158 and 159:
11. To the best of its knowledge, V
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EMTN base prospectus dated 16 July 2013 - Veolia Finance - Veolia ...

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