What is SEQUOIA 2015?

Transcription

1 SEQUOIA 2015

2 What is SEQUOIA 2015? Non-qualified employee stock purchase plan Eligible employees can become shareholders Opportunity to purchase shares of Veolia Environnement stock at a discounted price with a company match! VE stock traded on Euronext Paris Traded in Euros* (as of 9/15/15: 1 = $1.13) Enrollment will be electronic or via paper Single offer Next offering may be in 2017 In order to allow as many of you as possible to participate in this momentum and share in our future success, we are offering you the opportunity to become a Veolia Environnement Shareholder Antoine Frérot Chairman and Chief Executive Officer *will be converted to USD 2

3 SEQUOIA 2015 Objectives Offer discounted price exclusive to Veolia employees Strengthen employees sense of belonging as owners of the company Reach a subscription rate of at least 15% Obtain 1/3 global employee shareholder rate in the near future Share in Veolia s future success 3

4 20 Participating Countries Represents approximately 120,000 eligible employees 4

5 Plan Design Ceiling of 25% of gross compensation or 10,000, whichever is less 20% discount* 100% matching contribution up to 300 invested* Minimum investment of 15** 5 year lock up period (with exceptions) *Taxed at ordinary income at time of subscription **Subscription to purchase shares will be in U.S. dollars; however amount of payment must be converted to Euros using the exchange rate published by the European Central Bank on November 3,

6 For a personal contribution 300 Initial investment at subscription is 150 Reference price: 20 Discount: 20% Subscription price ( 20-20%): 16 Your investment request of 150 is rounded down to the nearest whole number of VE shares 150/ 16 = shares X 16 = 144 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4,

7 For a personal contribution 300 Your personal contribution 300 This is the money you want to invest. You may choose to utilize payroll deductions or submit a personal check as payment. Veolia s matching contribution This is the money that Veolia adds to your initial investment. For Sequoia, the matching contribution will double your personal contribution up to Your initial investment Your investment request of 150 is rounded down to the nearest whole number of Veolia Environnement shares and multiplied by the discounted price. Veolia match 7

8 Plan Design Example < 300 Initial investment at subscription is 150 Reference price: 20 Discount: 20% Subscription price ( 20-20%): 16 Your investment request of 150 is rounded down to the nearest whole number of VE shares 150/ 16 = shares X 16 = Investment = 288 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015 Does not include tax implications 8

9 Plan Design Example < 300 At the end of the 5-year lock-up period At the end of the 5-year lock-up period Reference price FALLS 30%: 20 30% = 14 Share price at redemption: 14 Reference price INCREASES 30% % = 26 Share price at redemption: 26 Calculation: 126 = 14 x 9 shares Calculation: 126 = 14 x 9 shares Calculation: 234 = 26 x 9 shares Calculation: 234 = 26 x 9 shares At the end of 5 years = 252 Performance: -12.5% At the end of 5 years = 468 Performance: +62.5% 9

10 Plan Design Example > 300 Initial investment at subscription is 800 Reference price: 20 Discount: 20 % Subscription price ( 20-20%): 16 Your investment request of 800 is rounded down to the nearest whole number of VE shares 800/ 16 = shares x 16 = 800 employee subscription 300/ 16 = shares x 16 = 288 company match Investment = 1088 Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4, 2015 Does not include tax implications 10

11 Plan Design Example > 300 At the end of the 5-year lock-up period At the end of the 5-year lock-up period Reference price FALLS 30%: 20 30% = 14 Share price at redemption: 14 Reference price INCREASES 30% % = 26 Share price at redemption: 26 Calculation: 700 / 14 x 50 shares Calculation: 252/ 14 x 18 shares Calculation: 1300 / 26 x 50 shares Calculation: 468 / 26 x 18 shares At the end of 5 years = 952 Performance: -12.5% At the end of 5 years = 1768 Performance: +62.5% 11

12 Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes Example 1 Initial investment at subscription is 300 Reference price: 20 Discount: 20 % Subscription price ( 20-20%): 16 Exchange rate at purchase: 1 = $1.15 Your investment request of 300 is rounded down to the nearest whole number of VE shares 300/ 16= shares X 16 (employee cost) = 288 Ordinary income tax on discount and match = 25% 25% x ( 72 euros (18 shares x 4 discount) (match)) = 93 or $ ( 93 x $1.15) or $ or $ Investment = or $ $ (tax) = $ Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4,

13 Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes Example 1 At the end of the 5-year lock-up period Reference price INCREASES 5%: Share price at redemption: 21.0 (+5%) Exchange rate at redemption: 1 = $1.30 (+13%) Calculation: 378 = 21.0 X 18 shares $ = 378 x 1.30 Calculation: 378 = 21 X 18 shares $ = 378 x 1.30 Assume capital gains tax of 15% on gain of $1 ($ (36 shares x 21 x $1.30) - $828 (36 shares x 20*$1.15 ) * 15% = $ or $ or $ At the end of 5 yrs = 756 or $ $23.22 (capital gains tax) = $ Performance: +119% 13

14 Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes Example 2 Initial investment at subscription is 300 Reference price: 20 Discount: 20% Subscription price ( 20-20%): 16 Exchange rate at purchase: 1 = $1.15 Your investment request of 300 is rounded down to the nearest whole number of VE shares 300/ 16 = shares X 16 = 288 Ordinary income tax on match and discount = 25% 25% x ( 72 euros (18 shares x 4 discount) (match)) = 93 or $ (93 x 1.15) 288 or $ or $ Investment = 288 or $ $ (tax) = $ Subscription price equal to average of the opening prices of VE Shares on Euronext Paris over the twenty (20) trading day period preceding November 4,

15 Plan Design Examples Including Stock Appreciation, Exchange Rate Fluctuation & Taxes Example 2 At the end of the 5-year lock-up period Reference price INCREASES 5%: Share price at redemption: 21 Exchange rate at redemption: 1 = $1.00 Calculation: 378 = 21.0 X 18 shares $378 = 378 x $1.00 Calculation: 378 = 21 X 18 shares $378 = 378 x $1.00 Assume capital gains tax of 15% on gain of $36 = $5.40 ($414 (18 shares x 20 x $1.15) - $378 (18 shares * 21*$1) x 15% = $ or $ or $378 At the end of 5 yrs = 756 or $756 - $5.40 (capital gains tax) = $ Performance: +71% 15

16 Key dates Sept. 18 Oct. 5 Reservation (enrollment) period November 3 November 5 November 6-10 Exchange rate set Subscription price and exchange rate announcement* Cancellation period December 17 You are a shareholder *see yourveoliabenefits.com or Sequoia s dedicated website 16

17 Subscription kits Mailed to employee homes on or around September 4 Brochure Supplement (aka Plan Document) Reservation (enrollment) form Reservation can also be completed online Cancellation form Dedicated internet site (password: sequoia2015) Available on September

18 How To Participate Eligible employees All employees employed for 3 months as of November 10* except Union employees Contract/temporary employees Simulator available on dedicated website (password: sequoia2015) Two ways to subscribe Online at Via paper form mailed to home Subscribe from September 18 to October 5, 2015 *Employees employed on or prior to August 10 18

19 Paying for Your Subscription Two methods of payment Via payroll deduction Weeks of November 16, 23, 30, and December 7 Biweekly paid - 2 payroll deductions Weekly paid - 4 payroll deductions Via personal check 19

20 Cancellation Period Subscription price will be announced on November 5, 2015 Visit yourveoliabenefits.com or If you choose not to subscribe, you can cancel from November 6 to 10, 2015 by: Filling in and mailing the cancellation; Via the internet site used for subscription Be careful! The cancellation of your reservation must be total and is irrevocable. 20

21 5 Year Lock-Up Provision Your investment is locked-up for 5 years with four exceptions: Disability (as determined under Veolia s long term disability program); Death; Termination of employment; or Hardship* (as determined under the Veolia North America 401(k) Savings Plan, without regard to the requirement to take a loan under such plan) Medical care Costs directly related to the purchase of the Participant s principal residence (excluding mortgage payments); Payment of tuition and related educational fees for postsecondary education; Payments necessary to prevent the eviction from the Participant s principal residence or the foreclosure on the mortgage of principal residence; Funeral or burial expenses; Expenses to repair damage to the Participant s principal residence that would qualify for a casualty loss deduction *see VNA 401k Savings Plan Document for specific terms of hardship withdrawals 21

22 5 Year Lock-Up Provision As with other stocks, during this holding period, the financial value of your investment will continue to fluctuate according to the change in the Veolia Environnement share price and the exchange rate. Any dividends paid by Veolia Environnement will be paid directly to you.* *Note both French and US tax treatment by reading the local US supplement or consulting your tax advisor. 22

23 What Happens if the Exchange Rate Changes? The value of Veolia Environnement shares is expressed in EUR ( ). Changes in the exchange rate could affect the value or your investment either positively or negatively. The exchange rate set up by the European Central Bank on November 3, 2015 will be the exchange rate used for your subscription. A usage interne exclusivement

24 At the end of 5 years Your invested assets in Sequoia 2015 will be available on December 17, 2020 Upon the end of the 5 year lock-up period, you can: Elect to keep your shares intact Elect to sell all or part of your shares* *Capital gains or losses will apply 24

25 Questions? 25