Board of Directors. Up to date as of March 21 st, 2012

Transcription

1 Board of Directors Up to date as of March 21 st, 2012 The Board of Directors (Conseil d administration) of Veolia Environnement has sixteen 1 members, and a censeur which attends the Board s meetings with a consultative vote. Among those sixteen Directors, eleven of them were considered to be independent by the Board of Directors held on 15 March, 2012, based on the opinion of the Nominations and Compensation Committee. 1 The Caisse des depôts et consignations, represented by Mr Olivier Mareuse has been co-opted as Director by the Board of Directors held on March 15, 2012 in replacement of Mr Augustin de Romanet de Beaune. This decision will be subject to ratification by the next combined shareholders meeting to be held on May 16, 2012.

2 Antoine Frérot 53 years old Principal positions held within the Company: Chairman and Chief Executive Officer of Veolia Environnement; Member of the Board of Directors of Veolia Environnement (expiration of term: 2014 GM). Biography: Born on June 3, 1958 in Fontainebleau (France), Antoine Frérot is a graduate of the École Polytechnique (year 1977), engineer at the Ponts et Chaussées corps and holds a doctorate from the École Nationale des Ponts et Chaussées. He started his career in 1981 as an engineering researcher at the Central Research Office for French Overseas Departments and Territories. In 1983, he joined the Center of Study and Research of the École nationale des ponts and chaussées as project manager and then become assistant director from 1984 to From 1988 to 1990, he was in charge of financial operations at Crédit National. In 1990, Antoine Frérot joined Compagnie Générale des Eaux as an official representative and, in 1995, became Chief Executive Officer of CGEA Transport. In 2000, he was appointed Chief Executive Officer of CONNEX, the Transport Division of Vivendi Environnement, and member of the executive committee of Vivendi Environnement. In January 2003, Antoine Frérot was appointed Chief Executive Officer of Veolia Eau, the Water Division of Veolia Environnement, and Senior Executive Vice President of Veolia Environnement. In November 2009, he was appointed Chief Executive Officer, and in December 2010 Chairman and Chief Executive Officer, of Veolia Environnement.

3 Louis Schweitzer 69 years old Principal positions held within the Company: 2015 GM); Vice-chairman of the Board of Directors of Veolia Environnement since November 27, 2009; Member of the Nominations and Compensation Committee since April 30, Chairman of the Board of Directors of Astra-Zeneca (United Kingdom). Biography: Louis Schweitzer is a graduate of the Institut d Études Politiques (IEP) in Paris and of the École Nationale d Administration (ENA) and was Inspector of Finance at the French Treasury. From 1981 to 1986, he was chief of staff for Laurent Fabius (who was successively junior Budget Minister, Minister for Industry and Research and Prime Minister). In 1986, he joined Renault s senior management and then successively held the positions of director of planning and management control, chief financial officer and Executive Vice-President. He was appointed Chief Executive Officer of Renault in December 1990, then Chairman and Chief Executive Officer in May 1992 until April 29, 2005, when he was appointed Chairman of the Board of Directors of Renault. Louis Schweitzer did not wish to seek the renewal of his term of office as Director of Renault during the annual general meeting held on May 6, He was appointed Vice Chairman of the Veolia Environnement Board of Directors on November 27, 2009.

4 Daniel Bouton 61 years old Principal positions held within the Company: 2014 GM); Member of the Nominations and Compensation Committee since April 1, 2005; Member of the Accounts and Audit Committee since November 2, 2009 and Chairman of this Committee since January 1, Principal positions held outside the Company: Chairman of DMJB Conseil; Senior Advisor of Rothschild & Cie Banque. Biography: Daniel Bouton holds a degree in political science, is a graduate of the École Nationale d'administration (ENA) and was a Inspector of Finance at the French Treasury. He has held a number of positions in the French Ministry of Economy, Finance and Industry, including that of budget director, between 1988 and In 1991, he began working at Société Générale, serving as Chief Executive Officer starting in 1993, and as Chairman and Chief Executive Officer starting in He was appointed to the position of Chairman of the Board of Directors of Société Générale in May 2008, then resigned from his duties of Director and President of the bank in May In November 2009, Daniel Bouton incorporated a consulting company, DMJB Conseil, of which he is the Chairman.

5 Pierre-André de Chalendar 53 years old Principal positions held within the Company: 2015 GM); Member of the Accounts and Audit Committee since May 7, 2009; Member of the Research, Innovation and Sustainable Development Committee since May 7, Chairman and Chief Executive Officer of Compagnie de Saint-Gobain. Biography: Pierre-André de Chalendar is a graduate of ESSEC and the École nationale d administration (ENA). He was Inspector of Finance at the French Treasury. In November 1989, he joined Compagnie de Saint Gobain where he held various positions, before being appointed Deputy Chief Executive Officer in May 2005, Director in June 2006 then Chief Executive Officer in June 2007, and he was appointed Chairman and Chief Executive Officer of Compagnie de Saint Gobain in June 2010.

6 Jean-François Dehecq 72 years old Principal position held within the Company: 2012 GM). Honorary Chairman of Sanofi-Aventis; Chairman of the Sanofi Espoir Enterprise Foundation. Biography: Jean-François Dehecq is a graduate of the Ecole Nationale des Arts et Métiers. After having been a mathematics teacher from 1964 to 1965 at the Saint-Vincent de Senlis Catholic high school, he became a scientific research intern in the army s nuclear propulsion department. In 1965, he joined the Compagnie Nationale des Pétroles d Aquitaine (SNPA, which later became Elf Aquitaine). After four years in the economics department (1965 to 1969), he became executive assistant (1969 to 1970), and then operations engineer (1970 to 1971) at the Lacq plant, a major gas production site in France. In 1973, he became Chief Executive Officer of Sanofi, a major division of Elf Aquitaine. From 1982 to 1988, he was deputy Chairman and Chief Executive Officer of Sanofi before assuming full management authority in February In 1999, he became Chairman and Chief Executive Officer of Sanofi Synthelabo and, in 2004, organized the Sanofi-Aventis merger. From 2007 to 2010, Jean-François Dehecq was the Chairman of the Board of Directors of Sanofi-Aventis.

7 Paul-Louis Girardot 78 years old Principal positions held within the Company: 2014 GM); Member of the Accounts and Audit Committee since April 1, 2005; Member of the Research, Innovation and Sustainable Development Committee since September 14, Chairman of the Supervisory Board of Veolia Eau Compagnie Générale des Eaux. Biography: Paul-Louis Girardot was a director and Chief Executive Officer of Vivendi until He focused principally on developing the Veolia Environnement Group s utilities concessions, particularly in the water sector. In addition, he contributed significantly to Vivendi s activities in the telephone sector, in particular mobile telephones. He also worked to expand the Veolia Environnement Group s business in the energy services sector and in the decentralized production of electric power (cogeneration), through the Dalkia subsidiary. Paul-Louis Girardot has been Chairman of the supervisory board of Veolia Eau-Compagnie Générale des Eaux since 2001.

8 Groupe Industriel Marcel Dassault French S.A.S. with a share capital of 512,851,968, having the registration number with the French Registry of Trade and Companies. Principal positions held within the Company: 2014 GM); Member of the Nominations and Compensation Committee since May 7, 2010; Member of the Accounts and Audit Committee since May 7, Description: Groupe Industriel Marcel Dassault works in the aeronautics and military sector and invests in various other sectors. Permanent representative on the Board of Directors: Olivier Costa de Beauregard, Chairman and Chief Executive Officer of Groupe Industriel Marcel Dassault 52 years old Biography: Mr Olivier Costa de Beauregard passed the agrégation examination of History and is a graduate of the Institut d Études Politiques (IEP) in Paris and of the École Nationale d Administration (ENA) ( ). He was Inspector of Finance at the French Treasury from 1986 to 1990 and became a project leader with the Chief Investment Officer of the Union des Assurances de Paris (UAP) in Mr. Costa de Beauregard was on the Prime-Minister s staff from 1993 to 1995 as the Chief Technical Counsel of the Public Facilities, Accomodation and Transportation sectors and was appointed Chief Strategy Officer of AXA UAP France in In 1998 he was appointed Executive Officer of Crédit Commercial de France. Finally, Mr. Costa de Beauregard joined in 2005 the Groupe Industriel Marcel Dassault of which he is the Deputy Chief Executive Officer.

9 Esther Koplowitz Principal position held within the Company: 2012 GM). Principal positions held outside the Company: President of the Esther Koplowitz Foundation; Vice-Chairman of the Board of Directors of Fomento de Construcciones y Contratas (FCC) (representing B-1998, SL) (Spain). Biography: Esther Koplowitz (Marquise de Casa Peñalver) is the majority shareholder (as well as Vice-Chairman of the Board of Directors, Chairman of the Strategic Committee) of the Spanish group Fomento de Construcciones y Contratas (F.C.C.) specializing in environmental services, renewable energies, infrastructures and cement. She is also Vice-Chairman of the Board of Directors of Cementos Portland Valderrivas. For several years now, Veolia Environnement and F.C.C. have jointly held a subsidiary, Proactiva Medio Ambiente S.A., present in Latin America. Member of the Supervisory Board of Veolia Environnement from 2000 to 2002, Mrs. Esther Koplowitz is the President of the Esther Koplowitz Foundation, which she created herself. In recognition, the Spanish business leader has won numerous awards, including the Grand Cross of Civil Merit.

10 Philippe Kourilsky 69 years old Principal positions held within the Company: Member of the Board of Directors of Veolia Environnement (expiration of term: 2013 GM); Chairman of the Research, Innovation and Sustainable Development Committee since September 14, Professor at the Collège de France; Member of the French Académie des Sciences. Biography: Philippe Kourilsky is a graduate of the École Polytechnique, and holds a doctorate in sciences from the University of Paris. He has devoted his career to life sciences research. He has held numerous management positions in the public and private research sectors, and in particular was the Director of Research at the CNRS and Director General of the Institut Pasteur from 2000 to Philippe Kourilsky is currently a professor at the Collège de France, a member of the Académie des Sciences and holds honorary doctorates from several foreign universities.

11 Serge Michel 85 years old Principal positions held within the Company: Member of the Board of Directors of Veolia Environnement (expiration of term: 2012 GM); Chairman of the Nominations and Compensation Committee since April 30, President of Soficot SAS. Biography: Serge Michel has spent his entire career in the construction and public works sector. After having held the position of Executive Vice-President with the Compagnie de Saint-Gobain group and been Chairman of Socea, he chaired the SGE group until 1991 and the CISE group until He was Executive Vice-President of the Compagnie Générale des Eaux until He is currently President of Soficot, a business management and investment consulting company he founded in 1997.

12 Henri Proglio 62 years old Principal positions held within the Company: Member of the Board of Directors of Veolia Environnement (expiration of term: 2013 GM). Chairman and Chief Executive Officer of Électricité de France (EDF). Biography: Henri Proglio is a graduate of the École des Hautes Etudes Commerciales (HEC). He joined Compagnie Générale des Eaux in 1972 and was appointed Chairman and Chief Executive Officer of CGEA in He was appointed Executive Vice-President of Vivendi Universal and Chairman and Chief Executive Officer of Vivendi Water in He became Chairman of Veolia Environnement s Management Board in 2000 and Chairman of the Board of Directors and was Chief Executive Officer from April 2003 to November 27, 2009, on which date he was appointed Chairman of the Board of Directors of Veolia Environnement following his appointment as Chairman and Chief Executive Officer of Electricité de France (EDF) by decree of the President of French Republic issued during the Ministerial Council meeting of November 25, 2009.

13 Baudouin Prot 60 years old Principal position held within the Company: 2015 GM). Chairman of BNP Paribas. Biography: Baudouin Prot is a graduate of the École des Hautes Etudes Commerciales (HEC) and of the École Nationale d Administration (ENA). From 1974 to 1983, he was successively the deputy to the prefect of the Franche-Comté region, Inspector of Finance at the French Treasury and deputy to the energy and raw materials director general in the Ministry of Industry. He joined Banque Nationale de Paris in 1983, where he held various positions before being appointed Executive Vice-President in 1992 and Chief Executive Officer in After having been appointed director and Executive Vice-President of BNP Paribas in March 2000, then a director and Chief Executive Officer of BNP Paribas since June 2003, Baudouin Prot was appointed Chairman of the Board of Directors of BNP Paribas on December 1, 2011.

14 Qatari Diar Real Estate Investment Company Qatari company having the registration number with the Qatari Trade Registry. Principal position held within the Company: 2014 GM). Description: Qatari Diar is 100% held by Qatar Investment Authority, which is the sovereign fund of the State of Qatar. The Fund is a world class investor in development and property and works in twenty countries in the Middle-East, Africa and Europe. Qatari Diar has a total investment amount of more than USD 60 billion. Permanent representative on the Board of Directors: Dr. Mohd Alhamadi, Chief Corporate Improvement Officer of Qatari Diar Real Estate Investment Company 49 years old Biography: Dr. Mohd A. Wahed Ali Alhamadi is a Ph.D. and B.Sc. graduate of the Clarkson University (Potsdam, New York, USA) and a M.Sc. graduate of the North Carolina Agricultural and Technical State University (Greensboro, North Carolina, USA). He began his career as a researcher and teacher at the Qatar College of Technology, of which he was Vice Dean from 1995 to 1997, Acting Dean from 1997 to 2000, and Director from 2001 to 2005, and afterwards at the Qatar University, of which he has been Director of the Office of Institutional Research & Planning from 2004 to 2007, and since 2007, Vice President for Institutional Planning & Development. He joined Qatari Diar Real Estate Investment Company in November 2008 as Deputy Chief Executive Officer for Corporate Development, and in March 2010 became its Chief Corporate Improvement Officer in charge of strategic development and planning. Over the past five years, he has served on the boards of various companies throughout the world (Qatar Fuel Company up to 2008, and from 2009 until present, Qatar Projects Company, United Libyan Qatari Company and Al Libya Al Qataria Company). He has been a member of the Institute of Electrical and Electronics Engineering (USA) since 1987 and of the Association of Institutional Research (USA) since 2006.

15 Georges Ralli 63 years old Principal position held within the Company: Member of the Board of Directors of Veolia Environnement (expiration of term: 2012 GM). Principal positions held outside the Company: President of Maison Lazard SAS; President and Managing Partner of Lazard Frères Gestion SAS; Managing Partner of Compagnie Financière Lazard Frères SAS and of Lazard Frères SAS; Member of the Supervisory Board of VLGI. Biography: Georges Ralli holds a graduate degree (DESS) in banking and finance from the University of Paris-V and is a graduate of the Institut d Etudes Politiques (IEP) in Paris and of the Institut Commercial in Nancy. In 1970, he joined Crédit Lyonnais, where he held various management positions until In 1982, he served as secretary of the Savings Development and Protection Commission. From 1982 to 1985, he headed the financial negotiations department of Crédit du Nord. He joined Lazard in 1986, and became managing partner in 1993 and jointly headed the mergers and acquisitions department of Lazard LLC starting in Since 2000, Georges Ralli has been Deputy Chairman and Managing Director of the Executive Committee of Lazard LLC (United States) and since 2006, he has been the Co-Chairman of the European Investment Banking Committee of the Lazard Group LLC (United States) and a member of the European Advisory Board. He was head of the Maison française from 2006 to He currently manages the European M&A activities (Chairman of Maison Lazard) and Asset Management activities (President of Lazard Frères Gestion).

16 Paolo Scaroni 65 years old Principal position held within the Company: 2013 GM). Chief Executive Officer of ENI (Italy). Biography: Paolo Scaroni holds a degree in economics from Bocconi University in Milan and an MBA from Columbia Business School in New York. After having spent a year with McKinsey & Company following his MBA, between 1973 and 1985, he held various positions with Saint Gobain, ultimately heading the flat glass division. In 1985, Paolo Scaroni became Chief Executive Officer of Techint, while at the same time holding the positions of deputy Chairman of Falck and Executive Vice-President of SIV, a joint venture between Techint and Pilkington plc. He became Chief Executive Officer of Pilkington plc in 1996, a position he held until May He was Chief Executive Officer of Enel from 2002 to 2005 and in June 2005 became Chief Executive Officer of Eni, a position he still holds.

17 Thierry Dassault 53 years old Principal position held within the Company: Censeur on the Board of Veolia Environnement (expiration of term: 2014 GM). Chairman and director of Keynectis SA; Deputy Chief Executive Officer and Member of the Supervisiory Board of Groupe Industriel Marcel Dassault SAS. Biography: Thierry Dassault has been in charge of civil equipment at Électronique Serge Dassault in Brazil ( ), Chief Executive Officer of an alarm systems company ( ), and Associate Producer and Director of Advertising and Institutional Films at Claude Delon Productions ( ). From 1994 to 2006 Mr. Dassault was President of Dassault Multimedia, which acquired shares in Infogrames, Gemplus, Infonie, BFM, CdandCo, Net2one, Emme and Welcome Realtime. In 2004, he led the foundation of Keynectis corporation (the French leader in digital certification), of which he is Chairman. At the end of 2006, Thierry Dassault established the investment company TDH, specialized technologies (and which holds shares in Aquarelle, Bernardaud, Keynectis, Halys, I-Ces, L Capital, Oletis, Wallix, YouScribe.com). He is Deputy Chief Executive Officer of Groupe Industriel Marcel Dassault and is a member of the Boards of : Dassault Médias, Société du Figaro, Gaumont, Groupe Industriel Marcel Dassault, Halys, Keynectis, Particulier and Finances Éditions, If Research SAS, Veolia Eau Compagnie Générale des Eaux and Veolia Environnement as a censeur. He is President of the 58th National Session of the IHEDN, a French national defence academy and think tank. He is Chevalier de la Légion d Honneur and is an air force Colonel of the French military reserve. Finally, he is Vice-Chairman of the Kidney Foundation (Fondation du Rein).

18 Caisse des dépôts et consignations Special establishment created pursuant to the Law dated April 28, 1816, with registered offices located at 56, rue de Lille, Paris Principal position held within the Company: Member of the Board of Directors of Veolia Environnement (expiration of term: 2013 GM). Description: Established in 1816, the Caisse des Dépôts et Consignations is a public establishment carrying out tasks of general interest; as such it is a long-term investor seeking to contribute to the growth of companies. Permanent representative on the Board of Directors: Olivier Mareuse, chief financial officer of the Caisse des dépôts et consignations 48 years old Biography: Having graduated from the IEP in Paris in 1984 and from the École Nationale d Administration in 1988, Olivier Mareuse joined CNP Assurances in 1988 as an assistant director in the financial institutions department. In 1989 he was named technical and financial director in the collective insurance department. He then worked as special assistant to the CEO of CNP Assurances between 1991 and From 1993 to 1998 he worked as director of strategy, management control and relations with shareholders, and he was responsible for the introduction to the stock market of CNP Assurances. He was then appointed director of investments, a post he occupied until Finally, in October 2010, Mr. Mareuse joined the Caisse des Dépôts et Consignations first as deputy CFO and then, as from December 2010, as CFO and a member of the management committees.