Combined Shareholders’ General Meeting, April 25, 2024

These resolutions relate in particular on:

• the approval of the parent company financial statements and group consolidated financial statements for fiscal year 2023;
• the setting of the dividend in cash for the fiscal year ended on December 31, 2023 at €1.25 per share. The shares will be traded ex-dividend as of May 8, 2024 and payable from May 10, 2024;
• the renewal of the terms of office as Directors of Mrs. Isabelle Courville and Mr. Guillaume Texier, and the appointment of Mrs. Julia Marton-Lefèvre as Director for a four-year period which will expire at the end of the General Shareholders’ Meeting that will be called to approve the financial statements for the fiscal year ended December 31, 2027;
• the appointment of the companies KPMG SA and Ernst & Young et Autres as statutory auditors for the certification of sustainability information: with regard to the company KPMG SA, for a period of one year, which will end after the General Shareholders’ Meeting called upon to decide on the accounts for the fiscal year ending December 31, 2024, and with regard to the company Ernst & Young et Autres, for a period of five years, which will end after the General Shareholders’ Meeting called upon to decide on the accounts for the fiscal year ending December 31, 2028;
• the compensation paid during fiscal year 2023 or awarded in respect of the same fiscal year to Mr. Antoine Frérot, Chairman of the Board of Directors and Mrs. Estelle Brachlianoff, Chief Executive Officer;
• the information relating to the 2023 compensation of the Directors (excluding the Chairman of the Board of Directors and Chief Executive Officer);
• the compensation policy in respect of fiscal year 2024 of the Chairman of the Board, the Chief Executive Officer and Directors;
• the renewal of all the financial authorizations granted to the Board of Directors to increase the share capital by issuing shares and/or securities, and in particular those in the frame of the implementation of employee share ownership plans;
• the authorization granted to the Board of Directors to grant shares to corporate officers and employees of the Group and corporate officers of the Company.
• the amendment of the Company’s Articles of Association to introduce a double statutory mechanism: (i) the abolition of double voting rights; and (ii) the automatic limitation to 10% of the voting rights of any shareholder who comes to hold, alone or in concert, a fraction of the capital exceeding 10%.

After this combined general meeting, the Board of Directors of Veolia Environnement is made up of fourteen Directors, including approximately 73% independent Directors (excluding the two Directors representing employees and the Director representing employee shareholders) and 54.5%¹ women, and one non voting member (censeur):

• Mr. Antoine Frérot, Chairman of the Board of Directors;
• Mrs. Estelle Brachlianoff, Chief Executive Officer;
• Mr. Pierre-André de Chalendar*, Senior Independent Director; 
• Mr. Olivier Andriès*;
• Mrs. Maryse Aulagnon;
• Mrs. Véronique Bédague*;
• Mr. Pierre-André de Chalendar*;
• Mrs. Isabelle Courville*;
• Mrs. Marion Guillou*;
• Mr. Franck Le Roux, Director representing employees;
• Mrs. Julia Marton-Lefèvre*;
• Mrs. Agata Mazurek-Bąk, Director representing employee shareholders;
• Mr. Pavel Páša, Director representing employees;
• Mr. Francisco Reynès*;
• Mr. Guillaume Texier*;
• Mr. Enric Amiguet y Rovira, non voting member (censeur).

_{* Independent member}

The Board of Directors has decided on the composition of its committees as follows:

• Accounts and Audit Committee: Mr. Guillaume Texier (Chairman), Mr. Olivier Andriès, Mrs. Véronique Bédague, Mr. Franck Le Roux (Director representing employees) and Mrs. Agata Mazurek-Bąk (Director representing employee shareholders).
• Nominations Committee: Mr. Pierre-André de Chalendar (Chairman), Mrs. Maryse Aulagnon, Mrs. Isabelle Courville and Mr. Antoine Frérot.
• Compensation Committee: Mr. Olivier Andriès (Chairman), Mrs. Maryse Aulagnon, Mr. Pierre-André de Chalendar, Mrs. Marion Guillou, Mr. Franck Le Roux (Director representing employees) and Mr.­ Francisco Reynés.
• Research, Innovation and Sustainable Development Committee: Mrs. Isabelle Courville (Chairwoman), Mrs. Marion Guillou, Mrs. Julia Marton-Lefèvre, Mr. Pavel Páša (Director representing employees) and Mr. Guillaume Texier. Mr. Enric Amiguet y Rovira is invited to attend all meetings of this committee.
• Purpose of the Company Committee: Mr. Antoine Frérot (Chairman), Mr. Olivier Andriès, Mr. Pierre-André de Chalendar, Mrs. Isabelle Courville, Mr. Franck Le Roux (Director representing employees) and Mr. Guillaume Texier.

Furthermore, the Board of Directors has reaffirmed its willingness to pursue its policy of shareholder dialogue and engagement initiated several years ago.

See /en/veolia-group/finance/shareholders for the results of voting on the resolutions and a full webcast of the Combined Shareholders’ General Meeting.

ABOUT VEOLIA

Veolia's ambition is to become the benchmark company for ecological transformation. With nearly 218,000 employees on five continents, the Group designs and deploys useful, practical solutions for managing water, waste and energy that help to radically change the world. Through its three complementary activities, Veolia contributes to developing access to resources, preserving available resources and renewing them. In 2023, the Veolia group served 113 million people with drinking water and 103 million with wastewater services, produced 42 terawatt-hours of energy and recovered 63 million metric tons of waste. Veolia Environnement (Paris Euronext: VIE) generated consolidated sales of €45.3 billion in 2023.

¹ Excluding the Directors representing employees and the Director representing employee shareholders in accordance with Articles L. 225-27-1 and L. 22-10-7 of the French Commercial Code.