2010-05-05

1. Signing of the definitive agreements on the
Veolia Transport and Transdev merger
May 5,2010
Analysts conference call

2. Disclaimer
Veolia Environnement is a corporation listed on the NYSE and Euronext Paris. This document contains "forward-looking
statements" within the meaning of the provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are not guarantees of future performance. Actual results may differ materially from the
forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control,
including but not limited to: the risk of suffering reduced profits or losses as a result of intense competition, the risks
associated with conducting business in some countries outside of Western Europe, the United States and Canada, the risk
that changes in energy prices and taxes may reduce Veolia Environnement's profits, the risk that we may make
investments in projects without being able to obtain the required approvals for the project, the risk that governmental
authorities could terminate or modify some of Veolia Environnement's contracts, the risk that our long-term contracts
may limit our capacity to quickly and effectively react to general economic changes affecting our performance under
those contracts, the risk that acquisitions may not provide the benefits that Veolia Environnement hopes to achieve, the
risk that Veolia Environnement's compliance with environmental laws may become more costly in the future, the risk that
currency exchange rate fluctuations may negatively affect Veolia Environnement's financial results and the price of its
shares, the risk that Veolia Environnement may incur environmental liability in connection with its past, present and
future operations, as well as the risks described in the documents Veolia Environnement has filed with the U.S. Securities
and Exchange Commission. Veolia Environnement does not undertake, nor does it have, any obligation to provide updates
or to revise any forward-looking statements. Investors and security holders may obtain a free copy of documents filed by
Veolia Environnement with the U.S. Securities and Exchange Commission from Veolia Environnement.
This document contains "non-GAAP financial measures" within the meaning of Regulation G adopted by the U.S. Securities
and Exchange Commission under the U.S. Sarbanes-Oxley Act of 2002. These "non-GAAP financial measures" are being
communicated and made public in accordance with the exemption provided by Rule 100(c) of Regulation G.
This document contains certain information relating to the valuation of certain of Veolia Environnement’s recently
announced or completed acquisitions. In some cases, the valuation is expressed as a multiple of EBITDA of the acquired
business, based on the financial information provided to Veolia Environnement as part of the acquisition process. Such
multiples do not imply any prediction as to the actual levels of EBITDA that the acquired businesses are likely to achieve.
Actual EBITDA may be adversely affected by numerous factors, including those described under “Forward-Looking
Statements” above.
2

3. Transportation at the heart of Veolia Environnement’s
offerings
 Comprehensive response to local authorities’ needs
— Major challenge of urban expansion
— Essential contributor to economic and social development
— Key component of sustainable development
 A large and growing market
— Total market around €340bn: urban expansion and social demand
— Market open to private operators totals approximately €100 bn and is
expected to grow by 5% per year: gradual opening of markets, particularly in
Europe
Revenue in 12 months to Dec. 31, 2009(1) of the main passenger
 A market undergoing transformation transportation companies, pro forma after RATP withdrawal (€bn)
10.0
— European-wide and even global 8.8
8.1
7.1
operators are being set up Keolis +
SNCF
Proximités
4.4
— Growing demand for intermodal DB Regional
+ DB Urban
3.5
3.0
2.6 2.4
transportation, ticketing and
Information Technology solutions
Keolis + Deutsche Newco First RATP Arriva National Go AheadStagecoach
SNCF Bahn Express
Proximités +
Footnote: VTD after RATP’s withdrawal from Transdev, €/£ exchange rate of 0.892
(1) At September 30, 2009 for FisrtGroup, at December 31, 2009 for Stagecoach
3

4. Industrial project
 Largest private transportation North America Europe Asia /
Southern
operator in the world Pacific
— Operations in the main markets
open to competition or being
opened: France, Europe, North
America
— Positioned in new growth markets
such as Asia
 The benchmark in terms of sustainable mobility
— Veolia Transport’s expertise is acknowledged in passenger rail and
transportation on demand (ToD)
— Transdev boasts experience in developing and operating tramways: Madrid,
Nantes, Utrecht, etc.
— Multi-modal offerings (light rail, transportation on demand, rail)
— Ability to manage complex transportation networks
4

5. Development and cost synergies
 Major commercial synergies
— A global player positioned on the three major markets (Europe, North America,
Asia)
— A full service offering
— Support provided by VE in terms of innovation, training and sales force network
 Cost synergies estimated at €70 million on a yearly basis
— In the fields of procurement, fleet management and overheads
Field Scope Breakdown of total synergies
Procurement & fleet
management
France and Netherlands ++
Overheads and Head office and branches,
external services France ++
Operations France, Netherlands, Canada +
Other +
5

6. Main indicators of the new entity
VEOLIA TRANSDEV 2009 FULL-YEAR EFFECT, AFTER
RECAPITALIZATION, EXCLUDING SYNERGIES AND BEFORE IPO, €m
Veolia
VT* T RATP Recapitalization
Transdev
Turnover 5,926 2,520 (339) - 8,107
Operating cash flow 326 203 (27) - 502
2009 net financial debt 1,424 591 5 (200) 1,820
Headcount (‘000) ** 78 47 (8) - 117
Footnotes:
- (*) Turnover, operating cash flow and net debt from continuing operations (Veolia Transport)
and reintegration of the United Kingdom
- (**) Managed workforce at December 31, 2009
6

7. Impact on Veolia Environnement Group’s financial
statements
 50/50 held by Veolia Environnement and CDC
 Assuming full consolidation by Veolia Environnement (*)
RATIO NFD/ [TOTAL CF + REPAYMENT OF OPERATING FINANCIAL ASSETS]
Veolia Veolia Environnement
€m Pro Forma 2009
Environnement 2009
incl. Transdev
Closing NFD D 15,128 15,524
Total CF (**)
B 3,939 4,115
Repayment of OFAs C 455 455
B+C 4,394 4 570
Ratio D/(B+C) 3.44x 3.40x
 50/50 refinancing by the two shareholders at closing
— A positive impact of more than €600m on Veolia Environnement’s liquidity
(*) in the current state of documentation
(**)
Operating cash flow + Financial cash flow + Cash flow from discontinued operations
7

8. Schedule
 Joint notification to competition authorities / oversight of
economic concentration procedure
 Closing : after approval from the competition authorities
 IPO within12 months of closing, market conditions
permitting
8

9. Investor Relations contact information
 Ronald Wasylec, Head of Investor Relations
Telephone +33 1 71 75 12 23
e-mail ronald.wasylec@veolia.com
 Xavier d’Ouince
e-mail xavier.d-ouince@veolia.com
 Telephone +33 1 71 75 19 34
38 Avenue Kléber – 75116 Paris - France
Fax +33 1 71 75 10 12
 Terri Anne Powers, Director of North American Investor Relations
200 East Randolph Street
Suite 7900
Chicago, IL 60601
Tel +1 (312) 552 2890
Fax +1 (312) 552 2866
e-mail terri.powers@veoliaes.com
Web site http://www.veolia-finance.com
9