Pres 30, 2014 SIGNIFIC. performanc not only in previously. rates and. At constant exchange rates

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1 Pres s Release NINE MONTH KEY FIGURES ENDING SEPTEMBER 30, 2014 (UNAUDITED IFRS FIGURES) SIGNIFIC CANT RESULTS INCREASE AND 2014 OBJECTIVES CONFIRMED GOOD REVENUEE GROWTH: +5.1% AT CONSTANT EXCHANGE RATES AND +1.2% AT CONSTANT SCOPE AND EXCHANGE RATES CONTINUED SATISFACTORY GROWTH IN WASTE VOLUMES ADJUSTED OPERATING CASH FLOW GROWTH OF 12.8% 1 (+13.1% 1 FOR COMBINED WATER AND WASTE ACTIVITIES) ADJUSTED OPERATING INCOME GROWTH OF 15.7% 1 TO 711 MILLION 2014 OBJECTIVES CONFIRMED: Revenuee grwth Arund 10% grwth in adjusted perating cash flw at cnstant exchange rates Significant grwth in adjusted perating incme Reductin in financial expense Significant grwth in adjusted net incme Antine Frért, Velia Envirnnement s Chairman and CEO indicated: Successful executin f the Grup s strategy drve an increase in all f ur financial indicatrs fr the first nine mnths f The new rganizatin implemented in 2013 has h driven imprved peratinal perfrmanc ce and ur cst reductin prgram is prceeding as a planned. The Grup has als sustained gd cmmercial mmentum, nt nly in ur traditinal markets, but als in new previusly identified pririty markets. We therefre cnfirm ur 2014 bjective f arund 10% grwth in adjusted perating cash flw at cnstant exchange rates, r and we apprach the 2015 year with cnfidence. Revenue fr the nine mnths ended September 30, 2014 grew 4.3% (+5.1%% at cnstant exchange rates and +1.2% at cnstant cnslidatin scpe and exchange rates) t 16,845 millin cmpared t re-presented 16,1555 millin frr the same perid ended September 30, Fr the cmbined Water and Waste peratins, revenue grew 6. 0% at cnstant exchange rates and 3.4% at cnstant cnslidatin scpe and exchange rates. 1 At cnstant exchange rates 1

2 In France, Waste revenue was stable, while Water revenue declined slightly. In the Eurpe excluding France segment, revenue grew 1.3% at cnstant cnslidatin scpe and exchange rates, mainly due t strng grwth in the UK (+7.5% at cnstant cnslidatin scpe and exchange rates) frm grwth and ramping up f Waste PFI cntracts and 1.4% grwth at cnstant cnslidatin scpe and exchange rates in Water peratins in Central and Eastern Eurpe. Germany revenue declined 4.7% at cnstant cnslidatin scpe and exchange rates due t the particularly unfavrable weather impact at the beginning f The Rest f the Wrld segment cntinued t achieve slid grwth (+6.4% at cnstant cnslidatin scpe and exchange rates) due t strng perfrmance in the Energy Services in the United States and grwth in Australia (+8.1% at cnstant cnslidatin scpe and exchange rates) due t higher vlumes landfilled in Waste and the beginning f new cntracts in Water peratins. The Glbal Businesses segment shwed gd mmentum with 8.8% grwth at cnstant cnslidatin scpe and exchange rates, given cntinued grwth in hazardus waste activities (+5.9% at cnstant cnslidatin scpe and exchange rates), and in Sade peratins (+10.2% at cnstant cnslidatin scpe and exchange rates), as well as the expected start f a series f engineering prjects (Velia Water Technlgies) in the industrial Design and Build sectr (desalinatin facilities in the Middle East). The Other segment, which includes the cntributin f Dalkia France up until the date f unwinding the Dalkia jint venture and industrial multiservice cntracts, psted a decline f 9.4% at cnstant cnslidatin scpe and exchange rates due t the unfavrable weather impact assciated with an exceptinally mild winter, as well as the prgressive cntinuatin f the end f gas cgeneratin cntracts. By business, Water psted 3.2% revenue grwth at cnstant cnslidatin scpe and exchange rates. Waste peratins cntinued t grw at an elevated rate, grwing 2.8% at cnstant cnslidatin scpe and exchange rates, with a psitive waste vlume impact n sales f +1.5% and impact f service price increases f +0.6% fr the nine mnths ending September 30, Fllwing an increase in waste vlumes f 2.8% in Q1, and 0.6% in Q2, vlumes increased 1.1% in Q3. Energy Services revenue declined 8.2% at cnstant cnslidatin scpe and exchange rates due t unfavrable weather impacts. On a pr frma basis (integratin f Dalkia Internatinal at 100% fr the 9 mnths and decnslidatin f Dalkia France), Velia revenue increased 2.5% at cnstant exchange rates. Adjusted perating cash flw increased 12.8% at cnstant exchange rates t 1,451 millin, while that f cmbined Water and Waste activities increased 13.1% at cnstant exchange rates. Adjusted perating cash flw grew primarily due t cntinued cst savings achievement and gd perfrmance in Waste peratins: primarily in the UK and in China hazardus waste activities, as well as due t imprvement in Germany and the United States. Perfrmance in the Water business als imprved. In additin, adjusted perating cash flw benefited frm the full cnslidatin f Practiva in Latin America, with a cntributin f 51 millin. Adjusted perating cash flw in Energy Services declined due t the impact f mild weather at the beginning f the year. 2

3 The cst reductin prgram is prceeding as planned and resulted in 151 millin f grss savings during the first nine mnths f the year. Implementatin csts ver the same perid were 42 millin. By segment: in France adjusted perating cash flw decreased slightly due t the decline in scrap metal prices and lwer vlumes landfilled, while Water was stable. Adjusted perating cash flw in the Eurpe excluding France segment psted sustained grwth due t gd mmentum in Waste peratins in the UK and benefits frm restructuring in Germany. The Rest f the Wrld segment shwed very gd perfrmance driven by the United States and the cnslidatin f Practiva in Latin America. The Glbal Businesses segment als psted gd grwth due t gd perfrmance in hazardus waste and a favrable cmparisn base fr Velia Water Technlgies. On a pr frma basis (integratin f Dalkia Internatinal at 100% fr the 9 mnths and decnslidatin f Dalkia France), Velia adjusted perating cash flw increased 7.7% at cnstant exchange rates. Adjusted perating incme fr the nine mnths ended September 30, 2014 increased 14.6% (+15.7% at cnstant exchange rates) t 711 millin. Adjusted perating incme grwth reflects the strng imprvement in adjusted perating cash flw and the increase in the cntributin frm jint ventures and assciates which includes a capital gain n the divestiture f Marius Pedersen fr 49 millin. was partially absrbed by the variatin f prvisins which benefited in 2013 frm executive pensin prvisin reversals. Net financial debt amunted t 8,618 millin at September 30, 2014 cmpared t 9,612 millin at September 30, Significant imprvement in the generatin f net free cash flw 2, t millin fr the nine mnths ended September 30, 2014 versus millin 3 fr the nine mnths ended September 30, 2013 due t grwth in adjusted perating cash flw, cntinued capex discipline and management f wrking capital requirements. Freign exchange rate mvements increased net financial debt by 332 millin bjectives cnfirmed: Revenue grwth; Arund 10% grwth in adjusted perating cash flw at cnstant exchange rates; Significant grwth in adjusted perating incme; Reductin in financial expense; Significant grwth in adjusted net incme. 2 Cash flw befre net financial divestments and after payment f financial expense and taxes represents the sum f adjusted perating cash flw and perating cash flw frm financing activities, dividends received frm jint ventures, principal payments n perating financial assets, changes in wrking capital fr peratins and industrial investments and industrial divestitures, excluding net industrial investments f discntinued peratins. 3 Excluding the hybrid issuance in eurs and pund sterling f 1,454M (including cupns paid) in January

4 Abut Velia Velia grup is the glbal leader in ptimized resurce management. With ver 187,000 emplyees* wrldwide, the Grup designs and prvides water, waste and energy management slutins that cntribute t the sustainable develpment f cmmunities and industries. Thrugh its three cmplementary business activities, Velia helps t develp access t resurces, preserve available resurces, and t replenish them. Velia Water Technlgies specializes in technlgical slutins and design and build prjects fr water and wastewater treatment, serving industrial and municipal clients. In 2013, Velia grup supplied 94 millin peple with drinking water and 62 millin peple with wastewater service, prduced 54 millin megawatt hurs f energy and cnverted 38 millin metric tns f waste int new materials and energy. Velia Envirnnement (listed n Paris Eurnext: VIE and NYSE: VE) recrded cnslidated revenue f 23.4 billin* in (*) 2013 pr-frma unaudited figures, including Dalkia Internatinal (100%) and excluding Dalkia France. Excluding Transdev emplyees and revenue currently under divestment. Imprtant disclaimer Velia Envirnnement is a crpratin listed n the NYSE and Eurnext Paris. This press release cntains frward-lking statements within the meaning f the prvisins f the U.S. Private Securities Litigatin Refrm Act f Such frward-lking statements are nt guarantees f future perfrmance. Actual results may differ materially frm the frward-lking statements as a result f a number f risks and uncertainties, many f which are utside ur cntrl, including but nt limited t: the risk f suffering reduced prfits r lsses as a result f intense cmpetitin, the risk that changes in energy prices and taxes may reduce Velia Envirnnement s prfits, the risk that gvernmental authrities culd terminate r mdify sme f Velia Envirnnement s cntracts, the risk that acquisitins may nt prvide the benefits that Velia Envirnnement hpes t achieve, the risks related t custmary prvisins f divesture transactins, the risk that Velia Envirnnement s cmpliance with envirnmental laws may becme mre cstly in the future, the risk that currency exchange rate fluctuatins may negatively affect Velia Envirnnement s financial results and the price f its shares, the risk that Velia Envirnnement may incur envirnmental liability in cnnectin with its past, present and future peratins, as well as the risks described in the dcuments Velia Envirnnement has filed with the U.S. Securities and Exchange Cmmissin. Velia Envirnnement des nt undertake, nr des it have, any bligatin t prvide updates r t revise any frward-lking statements. Investrs and security hlders may btain a free cpy f dcuments filed by Velia Envirnnement with the U.S. Securities and Exchange Cmmissin frm Velia Envirnnement. This dcument cntains "nn-gaap financial measures" within the meaning f Regulatin G adpted by the U.S. Securities and Exchange Cmmissin under the U.S. Sarbanes-Oxley Act f These "nn-gaap financial measures" are being cmmunicated and made public in accrdance with the exemptin prvided by Rule 100(c) f Regulatin G Cntacts Grup Media Relatins Laurent Obadia Sandrine Guendul Tél : + 33 (0) sandrine.guendul@velia.cm Analyst & Investr Relatins Rnald Wasylec - Ariane de Lamaze Tel. : + 33 (0) / Terri Anne Pwers (United States) Tel. :

5 QUARTERLY FINANCIAL INFORMATION AS OF SEPTEMBER 30, Nte: cmpletin f the transactin between VEOLIA and EDF cncerning DALKIA The transactin assciated with the agreement between Velia and EDF, signed n March 25, 2014, related t their jint subsidiary Dalkia, clsed n July 25, As part f this transactin, EDF acquired all f Dalkia s activities in France, under Dalkia s brand, while Dalkia s Internatinal peratins were acquired by Velia. T recap, discussins between Velia and EDF had been initiated in Octber 2013, with the gal f cming t an agreement with respect t their jint subsidiary Dalkia. At the end f cnsultatin prcesses with emplyee representative bdies and after apprval f EDF's and Velia Envirnnement's respective Bards f Directrs, an agreement was signed n March 25, 2014 in accrdance with the principles previusly annunced. After the authrizatin f antitrust authrities was received at the end f June 2014, the transactin was cmpleted n July 25, 2014 and resulted in the divestment f the Grup s Dalkia France shares t EDF and the divestment f EDF s Dalkia Internatinal shares t the Grup; these tw divestments being part f ne transactin. As part f this transactin, Velia Envirnnement made a cash payment t EDF t cmpensate fr the difference in value f the investments wned by the tw sharehlders in the varius Dalkia grup entities. Given the definitive structure f the transactin, the amunt f cash paid by the Grup t EDF amunted t millin. At the clsing date, this transactin decreased Velia s net financial debt by 350 millin, f which 155 millin due t the exit f Dalkia France s external debt (which was reclassified as liabilities directly assciated with assets classified as held fr sale as f December 31, 2013, pursuant t IFRS 5). Accunting cnsequences This transactin will be reflected in the cnslidated financial statements as a lss f cntrl f Dalkia s activities in France and the gain f cntrl f Dalkia Internatinal. Thus, Dalkia Internatinal, which was frmerly accunted fr under the equity methd, will be fully cnslidated as f the clsing date and presented within each perating segment. Given the date f cmpletin f the transactin and the size f Dalkia Internatinal, as f the date f this quarterly financial publicatin the Grup des nt have an initial assessment f the fair value f acquired assets and assumed liabilities f Dalkia Internatinal. 4 Re-presented figures fr the nine mnths ending September 30, 2013 are shwn at the end f this press release. 5

6 Revenue Revenue by perating segment: Revenue ( M) Nine mnths ended September 30, 2014 September 30, 2013 re-presented 2014/2013 Internal External Freign Exchange Impact France 4, , % -1.2% - - Eurpe excluding France 4, , % +1.3% +18.0% +1.0% Rest f the Wrld Glbal Businesses 3, , % +6.4% +16.3% -4.8% 3, , % +8.8% -0.5% -1.4% Other 1, , % -9.4% -17.0% - Grup 16, , % +1.2% +3.9% -0.8% Velia Envirnnement cnslidated revenue fr the nine mnths ended September 30, 2014 increased 1.2% at cnstant cnslidatin scpe and exchange rates (+4.3% at current cnslidatin scpe and exchange rates) t 16,844.5 millin cmpared t re-presented 16,155.0 millin fr the nine mnths ended September 30, Third quarter revenue increased 2.7% at cnstant cnslidatin scpe and exchange rates, fllwing secnd quarter grwth f 3.1% and a decline f 1.7% in the first quarter f 2014 n the same basis. Fr the cmbined Water and Waste peratins, revenue increased 5.0% at current cnslidatin scpe and exchange rates, r +3.4% at cnstant cnslidatin scpe and exchange rates cmpared t re-presented figures fr the nine mnths ended September 30, Changes in cnslidatin scpe psitively impacted revenue fr the nine mnths ended September 30, 2014 in the amunt f millin, including primarily: millin related t the acquisitin f cntrl f Practiva Medi Ambiente at the end f Nvember Practiva Medi Ambiente is fully cnslidated in the Grup s financial statements frm this date, millin related t the acquisitins f Dalkia Internatinal entities, millin related t the divestiture f the Grup s stake in Dalkia France. The freign exchange impact f millin reflects mainly the depreciatin cmpared t the eur, f the Australian dllar ( millin), the US dllar ( millin), the Czech crwn ( millin), the Japanese yen ( millin) and the Brazilian real ( millin). The UK pund sterling appreciated cmpared t the eur with an impact n revenue f 74.0 millin. 6

7 Revenue benefited: in France, frm stable Water and Waste activities. Revenue in French Water was negatively impacted by the lwer vlumes sld by -0.6% in a satisfactry price indexatin envirnment cmpared t the perid ended September French Waste revenue was stable cmpared t the prir year perid, and benefitted frm an increase in treated vlumes by +0.8%, despite a reductin in vlumes landfilled and lwer prices and vlumes f scrap metals; in Eurpe excluding France (+1.3% at cnstant cnslidatin scpe and exchange rates), frm gd mmentum in Waste peratins in the UK; in the Rest f the Wrld, due t favrable rganic grwth f 6.4% at cnstant cnslidatin scpe and exchange rates given strng perfrmance f Energy Services peratins in the United States, and industrial cntract wins (Water and Waste) in Australia. The segment als benefited frm the integratin f Practiva Medi Ambiente s Water and Waste peratins in Latin America; frm gd mmentum in the Glbal Businesses segment, with +8.8% revenue grwth at cnstant cnslidatin scpe and exchange rates. This increase in revenue was driven by the start-up f majr engineering prjects (including at Velia Water Technlgies sustained activity and new desalinatin cntracts (Az Zur Nrth and Sadara prejcts), and in the il and gas sectr (mainly the Carmn Creek cntract), in additin t grwth in Hazardus Waste revenue. Cnslidated Grup pr frma revenue 5 wuld shw an increase f 1.4% at current cnslidatin scpe and exchange rates (+2.5% at cnstant exchange rates) t 17,372.8 millin fr the nine mnths ended September 30, 2014 cmpared t re-presented 17,133.7 millin fr the nine mnths ended September 30, Revenue by business: Revenue ( M) Nine mnths ended September 30, 2014 September 30, 2013 re-presented 2014/2013 Internal External Freign Exchange Impact Water 7, , % +3.2% +1.7% -1.5% Waste 6, , % +2.8% +3.0% -0.3% Energy Services 2, , % -8.2% +12.7% -0.4% Other % -3.0% +2.9% - Grup 16, , % +1.2% +3.9% -0.8% Revenue benefited: In Water: - Frm stability in Water Operatins (-0.2% at cnstant cnslidatin scpe and exchange rates, and +1.4% at current cnslidatin scpe and exchange rates); 5 Excluding Dalkia France and including full cnslidatin f Dalkia Internatinal at 100% ver the 9 mnth cmparative perid. 7

8 - in Technlgies and Netwrks activities (Velia Water Technlgies & SADE) with +10.2% revenue grwth at cnstant cnslidatin scpe and exchange rates (+7.7% at current cnslidatin scpe and exchange rates), in line with the start-up f majr prjects, mainly in Industrial Design and Build activities (particularly desalinatin prjects in the Middle East); In Waste, revenue grwth f 2.8% (f which +1.5% revenue grwth assciated with activity vlumes and +0.6% grwth frm price increases) at cnstant cnslidatin scpe and exchange rates (+5.5% at current cnslidatin scpe and exchange rates), mainly: - in the United Kingdm with the cntributin frm integrated cntracts (particularly Leeds and Staffrdshire), as well as gd mmentum in cmmercial cllectin; - as well as in Australia (higher vlumes landfilled and increased sil decntaminatin activity); the integratin f Water and Waste activities f Practiva Medi Ambiente ; In Energy Services revenue grwth f 4.1% at current cnslidatin scpe and exchange rates (-8.2% at cnstant cnslidatin scpe and exchange rates). This variatin was driven by significantly unfavrable weather impacts in France and by the impact f the prgrammed end t gas cgeneratin cntracts in France in the first half f 2014, despite the integratin f Dalkia Internatinal activities in the third quarter f Results Fr the nine mnths ended September 30, 2014, adjusted perating cash flw increased 12.1% (+12.8% at cnstant exchange rates) t 1,450.9 millin cmpared t re-presented 1,294.2 millin fr the same perid ended September 30, Fr the cmbined Water and Waste activities, adjusted perating cash flw fr the nine mnths ended September 30, 2014 increased 12.3%, r +13.1% at cnstant exchange rates cmpared t re-presented figures fr the same perid ended September 30, Cnslidated Grup pr frma 6 adjusted perating cash flw wuld shw 7.7% grwth at cnstant exchange rates (+6.7% at current exchange rates) t 1,594.9 millin fr the nine mnths ended September 30, 2014 cmpared t re-presented 1,494.5 millin fr the same perid ended September 30, This grwth is due t: - the slid perfrmance f Waste peratins, mainly in the UK, Germany and the United States; - the impact f the full cnslidatin f Practiva Medi Ambiente in Latin America; and - the cntributin f savings plans in the amunt f 109 millin, net f implementatin csts. Adjusted perating incme 7 fr the nine mnths ended September 30, 2014 increased 15.7% at cnstant exchange rates t millin cmpared t re-presented millin fr the same perid ended September 30, This imprvement is mainly due t: - the significant increase in adjusted perating cash flw during the first nine mnths f 2014; - the increase in the share f adjusted net incme f jint ventures and assciates, attributable t the impact f the sale f Marius Pedersen in the amunt f 48.9 millin in Excluding Dalkia France and including full cnslidatin f Dalkia Internatinal at 100% ver the 9 mnth cmparative perid. 7 After the share f adjusted net incme f jint ventures and assciates 8

9 These elements were partially ffset by a negative cmparisn base f arund - 40 millin in VE S.A. cmpared t the nine mnths ended September 30, 2013 due t the reversal f prvisins fr the defined benefit pensin plan fr executive managers. Net financial debt amunted t 8,618 millin at September 30, 2014 cmpared t 8,177 millin at December 31, Adjusted net financial debt, excluding lans frm jint ventures, increased frm 5,452 millin at December 31, 2013 t 7,844 millin at the end f the third quarter f 2014, in line with the unwinding f the Dalkia jint venture. The increase in net financial debt at September 30, 2014 was driven mainly by the change in perating wrking capital requirements related t seasnality (- 573 millin as f September 30, 2014 versus - 4 millin at December 31, 2013) and the negative impact n debt related t freign exchange mvements, despite disciplined management f industrial investments, which amunted t 937 millin fr the nine mnths ended September 30, 2014 cmpared t 967 millin fr the same perid ended September 30, Fr the 2014 fiscal year, in view f the prgress made n implementatin f the transfrmatin plan, Velia cnfirms its annual bjectives: grwth in revenue; adjusted perating cash flw grwth f arund 10% at cnstant exchange rates; significant grwth in adjusted perating incme; reductin in financial expenses; significant grwth in adjusted net incme attributable t wners f the Cmpany; and prpsal f a dividend f 0.70 per share in relatin t the 2014 fiscal year. Frm 2015, the Grup aims t achieve, in a mid-cycle ecnmic envirnment: rganic revenue grwth f mre than 3% per year; adjusted perating cash flw grwth f mre than 5% per year; an adjusted leverage rati (adjusted net financial debt / perating cash flw befre changes in wrking capital + principal payments n perating financial assets) f the rder f 3x, +/-5%; a dividend payut rati in line with the histrical average; net cumulative cst savings f 750 millin, f which 80% will benefit adjusted perating incme due t accunting standards fr jint ventures. 9

10 ANALYSIS BY SEGMENT France Revenue ( M) September 30, 2014 September 30, 2013 re-presented 2014/2013 Internal External Freign Exchange Impact 4, , % -1.2% - - Overall revenue in France fr the nine mnths ended September 30, 2014 was stable, r -1.2% at cnstant cnslidatin scpe cmpared re-presented figures fr the same perid ended September 30, Fr Water activities, revenue decreased 2.1% (at current and cnstant cnslidatin scpe). Revenue benefited frm the increase in tariff indexatin which partially ffset the impact f cntractual ersin, lwer vlumes sld by -0.6% and lwer cnstructin activity. Fr Waste activities, revenue remained relatively stable (+0.0% at current and cnstant cnslidatin scpe). The slight favrable impact f vlumes, as well as the increase in net prices (excluding raw materials), were ffset by lwer recycled raw material prices. Adjusted perating cash flw in France declined slightly, in line with the unfavrable impact f cntractual ersin in Water peratins and the impact f prices (bth net f cst inflatin and recycled raw material prices) in Waste peratins. This decline was partially ffset by the impact f the cst reductin prgram. Eurpe excluding France Revenue ( M) September 30, 2014 September 30, 2013 re-presented 2014/2013 Internal External Freign Exchange Impact 4, , % +1.3% +18.0% +1.0% Revenue in the Eurpe excluding France segment increased 20.3% at current cnslidatin scpe and exchange rates (+1.3% at cnstant cnslidatin scpe and exchange rates). This increase was essentially due t sustained revenue grwth: - in the United Kingdm, revenue psted strng grwth f 15.8% at current cnslidatin scpe and exchange rates (+7.5% at cnstant cnslidatin scpe and exchange rates) due t the cntributin f PFI cntracts in Waste (higher activity vlumes related t the start-up f the Staffrdshire PFI and the prgressin f ther PFI cntracts, ntably Leeds) and the increase in cmmercial cllectin vlumes; - in Central and Eastern Eurpean cuntries, revenue grwth was 1.4% at cnstant cnslidatin scpe and exchange rates, directly related t increased tariffs in Water peratins. The external grwth impact was primarily related t the gain in cntrl f Dalkia Internatinal subsidiaries, cmpleted near the end f July 2014 and amunting t millin in revenue. 10

11 These effects were partially ffset by the reductin in revenue in Germany by nearly 4.7% at cnstant cnslidatin scpe and exchange rates, due primarily t the unfavrable weather impact in the first quarter f 2014 n the Braunschweig cntract perfrmance. Adjusted perating cash flw f the Eurpe, excluding France segment psted sustained grwth, in particular related t Waste peratins in the UK and Germany. Adjusted perating cash flw als benefited frm gd mmentum in Water peratins related t tariff increases as well as the net impact f cst reductin plans. Adjusted perating incme f the Eurpe excluding France segment fr the nine mnths ended September 30, 2014 was stable cmpared t the same perid ended September 30, This stability is explained by the imprvement in adjusted perating cash flw, ffset by the variatin f perating prvisins related t the fair value adjustment f assets in the prcess f divestment in Pland f rughly - 20 millin. Rest f the Wrld Revenue ( M) Nine mnths ended September 30, 2014 September 30, 2013 re-presented 2014/2013 Internal External Freign Exchange Impact 3, , % +6.4% +16.3% -4.8% Revenue in the Rest f the Wrld segment grew 17.9% at current cnslidatin scpe and exchange rates (+6.4% at cnstant cnslidatin scpe and exchange rates). This increase was primarily driven by sustained revenue grwth: - in the United States, where revenue grew 4.9% at current cnslidatin scpe and exchange rates (+6.6% at cnstant cnslidatin scpe and exchange rates), due primarily t the increase in revenue in the Energy Services business (impact f harsh weather cnditins in the first half f 2014, new prjects and the increase in diesel and gas prices); - in Australia, where revenue grew strngly, with 8.1% grwth at cnstant cnslidatin scpe and exchange rates (+0.9% at current cnslidatin scpe and exchange rates) due n ne hand t the increase in vlumes landfilled and sil decntaminatin activity and price increases in cmmercial cllectin in Waste, and n the ther hand due t new cntract wins in Water peratins (QGC). The external grwth impact f millin was primarily related t the acquisitin f cntrl f Practiva Medi Ambiente, cmpleted at the end f Nvember Adjusted perating cash flw and adjusted perating incme in the Rest f Wrld segment fr the nine mnths ended September 30, 2014 bth grew cmpared t the prir year perid. This increase was driven by: - Energy Services activities in the United States; - the full cnslidatin f Practiva Medi Ambiente, since Nvember 28, 2013; - gd perfrmance f Water activities in Gabn and the Middle East. 11

12 Glbal Businesses Revenue ( M Nine mnths ended September 30, 2014 September 30, 2013 re-presented 2014/2013 Internal External Freign Exchange Impact 3, , % +8.8% -0.5% -1.4% Revenue f the Glbal Businesses segment increased 6.9% at current cnslidatin scpe and exchange rates (+8.8% at cnstant cnslidatin scpe and exchange rates). This revenue increase is mainly related t: % grwth at cnstant cnslidatin scpe and exchange rates (+7.1% at current cnslidatin scpe and exchange rates) in Velia Water Technlgies peratins. Gd revenue mmentum was driven mainly by the start-up f majr industrial Design and Build prjects (in particular the Az Zur Nrth and Sadara desalinatin prjects in the Middle East); % grwth at cnstant cnslidatin scpe and exchange rates (+9.9% grwth at current cnslidatin scpe and exchange rates) fr SADE peratins. In additin t the imprvement in activity cmpared t 2013, this increase is primarily due t revenue grwth utside France and in the telecm activity in France; - 7.5% grwth at current cnslidatin scpe and exchange rates (+5.9% grwth at cnstant cnslidatin scpe and exchange rates) fr SARPI peratins, including an increase in treated hazardus waste vlumes (mainly il treatment and sil decntaminatin activity). Adjusted perating cash flw and adjusted perating incme in the Glbal Businesses segment fr the nine mnths ended September 30, 2014 increased significantly, mainly in line with: - the increase in treated hazardus waste vlumes within hazardus waste peratins (mainly due t the impact f start-up f the Osilub site), - cntinued grwth in Velia Water Technlgies peratins, and - the net impact f cst reductin plans. Other 8 Revenue ( M Nine mnths ended September 30, 2014 September 30, 2013 re-presented 2014/2013 Internal External Freign Exchange Impact 1, , % -9.4% -17.0% - Revenue fr the Other segment declined substantially during the nine mnths ended September 30, 2014: -26.4% at current cnslidatin scpe and exchange rates (-17.0% at cnstant cnslidatin scpe and exchange rates). This variatin is primarily due t: - the unfavrable impacts in the Energy Services peratins in France related t the mild 2014 winter and the prgrammed end t gas cgeneratin cntracts; - the unwinding f the Dalkia jint venture; - the revenue perfrmance f ur industrial multiservice cntracts culd nt ffset the afrementined impacts. 8 As a reminder, the Other segment includes the cntributin f Dalkia France until the Dalkia jint venture unwinding date. 12

13 Adjusted perating cash flw and adjusted perating incme fr the Other segment in the nine mnths ended September 30, 2014 psted strng grwth cmpared t the prir year perid due t: - the impact f cst reductins fllwing the cnslidatin f crprate headquarters since July 2013, and - the favrable variatin f headquarters restructuring charges (vluntary departure prgrams) between the nine mnths ended September 30, 2014 and the prir year perid. These afrementined impacts were partially cmpensated by the decline in Dalkia France results related t the particularly unfavrable weather impacts and the impact f the prgrammed end f gas cgeneratin cntracts, as well as an unfavrable evlutin in energy prices. In additin, utside f the imprvement in adjusted perating cash flw, the adjusted perating incme f the Other segment was als impacted by the reversal f pensin prvisins at VE S.A. related t pensin mdificatins fr executives in 2013, as well as prvisins fr cntractual risk n an industrial multiservice cntract in Prtugal in PRO FORMA FINANCIAL INFORMATION Pr frma data in cnnectin with the sharehlding restructuring f the Energy Services divisin These figures include 9 mnths cntributin frm Dalkia Internatinal at 100% and exclude Dalkia peratins in France. These figures d nt include any restatement f inter-cmpany activity between the tw entities nr the impact f any ptential synergies: Nine mnths ended September 30, 2014 September 30, 2013 pr frma at cnstant exchange rates Revenue 17, , % +2.5% Adjusted perating cash flw Industrial investments 1, , % +7.7% n/a n/a SNCM Due t the nging difficulties f Sciété Natinale Crse Méditerranée (SNCM) in 2014, Velia has been unable t withdraw frm Transdev Grup. Nnetheless, given the Grup s cnfirmed desire t cntinue its withdrawal frm the transprtatin business, the Grup s investment in Transdev Grup des nt represent an extensin f the Grup s businesses within the meaning f the French Accunting Standards Authrity s recmmendatin f April 4, SNCM remains equity-accunted indirectly as part f the Transdev Grup jint venture. 13

14 Events since December 31, 2013 The French State became a direct sharehlder f SNCM n January 23, 2014 and granted SNCM tw successive advances ttaling 20 millin. In early September 2014, the French State paid 10 millin in further advances, crrespnding t the last installment f 30 millin prmised by the gvernment as f December 31, The French State, as sharehlder, thus participates directly in the financing f SNCM and in the definitin f its industrial strategy. During the meeting f the Supervisry Bard n January 22, 2014, Transdev s representatives expressed that they n lnger believed in SNCM s lng-term plan, ntably due t the numerus legal uncertainties and t certain cmmercial and financial assumptins deemed excessively ptimistic. This psitin was reiterated in a letter written by the Chairman f Transdev t the Minister f Transprt, n January 28, After several meetings f SNCM s Supervisry Bard between March and May 2014, where the decisins (signature f a letter f intent fr the rder f fur ships, refusal t cnvene a general sharehlders meeting with a view t remving the Chairman f the Supervisry Bard) were made, with the supprt f the French State as sharehlder, against the psitin f Transdev, the Supervisry Bard decided n May 12, 2014, with the agreement f the French State as sharehlder, nt t renew the mandate f the Chairman f the Management Bard and appinted Mr. Diehl as the new chairman n May 28, During SNCM s general sharehlders meeting f July 3, 2014, the Chairman f the Supervisry Bard was remved and Mr. Nanty became a member f the supervisry bard and was elected Chairman f the Supervisry Bard n July 23, During the Supervisry Bard meeting f June 27, 2014, the French State and Transdev refused t participate in the vte n the extensin f the letter f intent fr the rder f fur ships, which rendered the letter null. On the same day, the Supervisry Bard vted fr the extensin fr ne year (until June 30, 2015) f the maturity f the credit agreements granted by Transdev, Velia Envirnnement and CGMF, subject t cmpliance with cntractual clauses. The Supervisry Bard meeting f January 22, 2014 had vted fr the escrw f the Naplén Bnaparte insurance cmpensatin f 60 millin (adjusted t millin), intended t finance vluntary redundancies as well as the resulting restructuring csts. The Grup agreed t extend the expiry date f its credit ( millin) subject t the retentin f the afrementined escrw and t the use f the insurance cmpensatin slely fr the payment f severance cmpensatin t SNCM emplyees. At the beginning f July 2014, the Secretary f State fr Transprt and the Prime Minister publicly stated they were in favr f placing SNCM in receivership. On July 10, 2014, the SNCM labr rganizatin suspended their strike mvement, initiated n June 24, 2014, fllwing decisins apprved by Transdev with the authrizatin f a majrity vte f its Bard members. This agreement, signed by Mr. Gilles Bélier appinted by the Gvernment t mnitr the mediatin in the presence f Mr. Michel Cadt, prefect f Buches du Rhônes and prefect f the Prvence-Alpes-Côte-d Azur regin, prvided fr a mratrium n the initiatin f receivership prceedings fr a perid f fur mnths (unless SNCM were t becme inslvent). As the Transdev press release f July 10, 2014 indicated, this agreement was intended t enable the parties cncerned t wrk, between the date f the agreement and the end f Octber 2014, n the implementatin f slutins fr the future f the cmpany s activities, which were t underg a discntinuity slutin in cnnectin with a cntrlled receivership prceeding. On September 28, 2014, hwever, the Chairman f the Management Bard f SNCM infrmed the Supervisry Bard that he wuld ask the President f the Paris Cmmercial Curt t release a prtin f the sums then under sequester in the amunt f 22.5 millin t cpe with the cmpany s immediate cash requirements. Since SNCM has utilized a prtin f the sums under sequester fr purpses ther than payment f severance cmpensatin t SNCM emplyees, bth Transdev and Velia have called in their lans t SNCM, with effect frm Nvember 3, Thus SNCM management, given the cmpany s inslvent status, fficially filed fr bankruptcy in the Marseille Cmmercial Curt n Nvember 4, This prcess shuld determine the fate f SNCM. The Grup cntinues t believe that the nly slutin is a receivership prceeding as sn as pssible, which will allw the retentin f a bigger prtin f the Naplén Bnaparte insurance indemnity fr the payment f severance cmpensatin t SNCM emplyees during the necessary restructuring f SNCM. As fr the financial statements as f and fr the year ended December 31, 2013, the Grup s financial statements as f and fr the half year ended June 30, 2014 were prepared based n the reasnable assumptin that the Grup will cease t prvide any additinal financing and that any slutin t discntinue will be carried ut thrugh a curt-supervised receivership. Accrdingly, as fr the 2013 financial statements, the accunting 14

15 treatment adpted fr the June 30, 2014 accunts cnsisted in reflecting, n the basis f a set f hyptheses, a fair assessment f the financial expsure f the Grup thrugh its indirect investment in SNCM. Cnsidering recent events and the psitins defended by the French State, the Grup s management cnsiders that the main scenari, used as the basis fr the Grup s accunting treatment f SNCM, is an apprpriate cllective prcedure accmpanied by a divestment plan and a settlement agreement which is mre than ever supprted by recent events. Under this scenari, the repayments claimed by the Eurpean Cmmissin pursuant t the disputes regarding the privatizatin prcess ( 220 millin excluding interest) and cmpensatin paid fr s-called cmplementary services ( 220 millin excluding interest), wuld nt be paid (see Nte 28, Cntingent assets and liabilities in the interim cnslidated financial statements). Shuld this scenari nt prevail, the Cmpany wuld then reassess the financial effects. The financial indicatrs presented in this quarterly reprt fr the nine mnths ending September 30, 2014, and in particular, adjusted perating incme, were nt impacted by SNCM. Appendix t the quarterly financial review: Recnciliatin f previusly published and re-presented data fr the nine mnths ended September 30, 2013 In M September 30, 2013 published Restatement IFRS 5 September 30, 2013 re-presented Revenue 16, ,155.0 Adjusted perating cash flw 1, ,294.2 Adjusted perating incme (*) Grss investments Net financial debt 9,612-9,612 Lans granted t jint ventures 3,128-3,128 Adjusted net financial debt 6,484-6,484 (*) After share f adjusted net incme f jint ventures and assciates. 15