SUPPLEMENT DATED 18 JUNE 2012 TO THE BASE PROSPECTUS DATED 22 MAY 2012 VEOLIA ENVIRONNEMENT EURO 16,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

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1 SUPPLEMENT DATED 18 JUNE 2012 TO THE BASE PROSPECTUS DATED 22 MAY 2012 VEOLIA ENVIRONNEMENT (Established as a société anonyme in the Republic of France) EURO 16,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME This supplement (the Supplement ) is supplemental to and must be read in conjunction with the base prospectus dated 22 May 2012 (the Base Prospectus ), which was granted visa n on 22 May 2012 by the Autorité des marchés financiers (the AMF ), prepared by Veolia Environnement ( Veolia Environnement or the Issuer ) with respect to its Euro 16,000,000,000 Euro Medium-Term Note Programme (the Programme ). Unless otherwise defined, terms defined in the Base Prospectus have the same meaning when used in this Supplement. This Supplement has been prepared pursuant to article 16.1 of the Directive 2003/71/EC of 4 November 2003 (as amended) on the prospectus to be published when securities are offered to the public or admitted to trading (the Prospectus Directive ) and article of the AMF s General Regulations for the purposes of updating the information relating to the Issuer and its subsidiaries contained in the Base Prospectus. Application has been made for approval of this Supplement to the AMF in France in its capacity as competent authority pursuant to article of its General Regulations (Règlement Général) which implements the Prospectus Directive. Copies of this Supplement are available for viewing on the website of the AMF ( on the Issuer's website ( and may be obtained, during normal business hours, from Veolia Environnement, avenue Kléber, Paris, France and at the specified offices of the Fiscal Agent and each of the Paying Agents. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Base Prospectus. In accordance with articles L and L of the French Code monétaire et financier and with the General Regulations (Réglement Général) of the Autorité des marchés financiers (AMF), in particular articles to , the AMF has granted to this Supplement its visa n on 18 June This document may be used for the purposes of a financial transaction only if it is supplemented by final terms. It was prepared by the Issuer and its signatories assume responsibility for it. In accordance with article L I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of whether the document is complete and understandable, and whether the information it contains is consistent. It does not imply that the AMF has verified the accounting and financial data set out herein. This visa has been granted subject to the publication of final terms in accordance with article of the AMF s General Regulations, setting out the terms of the securities to be issued.

2 TABLE OF CONTENTS PERSONS RESPONSIBLE FOR THE SUPPLEMENT...3 RECENT DEVELOPMENTS

3 PERSONS RESPONSIBLE FOR THE SUPPLEMENT 1. Persons responsible for the Supplement Veolia Environnement, avenue Kléber, Paris. 2. Declaration by persons responsible for the Supplement We declare, having taken all reasonable measures for this purpose and to the best of our knowledge, that the information contained in this Supplement is in accordance with the facts and that it contains no omission which could affect its import. Veolia Environnement avenue Kléber Paris duly represented by Antoine Frérot, Chairman and CEO on 18 June

4 RECENT DEVELOPMENTS The Recent Developments section of the Base Prospectus (page 73 and onwards) is supplemented by the following press releases, available on the Issuer s website (

5 PRESS RELEASE Result of the option for the payment of the 2011 dividend in shares Paris, 15 June The option for the payment of the 2011 dividend in shares will result in the issuance of 2,433,889 new shares, to be delivered and admitted for trading on Euronext Paris as from June 18, Veolia Environnement s General Shareholders Meeting of May 16, 2012 determined the amount of the dividend to be paid for the 2011 fiscal year and decided that shareholders could elect to receive the dividend either in cash or in shares. The common shares delivered as payment for the dividend will entitle their holders to rights accruing as from January 1, They will be eligible for the same rights as the outstanding common shares. ***** Veolia Environnement (Paris Euronext: VIE and NYSE: VE) is the worldwide reference in environmental solutions. With more than 330,000 employees the company has operations all around the world and provides tailored solutions to meet the needs of municipal and industrial customers in four complementary segments: water management, waste management, energy management and passenger transportation. Veolia Environnement recorded revenue of 29.6 billion* in * Excluding VeoliaTransdev revenues currently under divestment Contact Analyst and institutional investor contact: Ronald Wasylec US Investors contact Terri Anne Powers Tel Press release also available on our web site:

6 PRESS RELEASE Berliner Wasserbetriebe will appeal the decision of the German Federal Cartel Office Paris, June 12, Berliner Wasserbetriebe s ( BWB ), the public law company in charge of managing water services for the city of Berlin, received notice of the German Federal Cartel Office s ( Bundeskartellamt or FCO ) decision concluding the FCO s investigations in relation to Berlin drinking water tariffs. This decision encompasses, among other things, a decrease in BWB s average annual proceeds per cubic meter generated from the sale of drinking water to end customers, of 17% to 18% as compared to 2011 (reference year), for the next four years. It should be implemented by 31 December Following a decision of its supervisory board on 6 June 2012, BWB announced that it will appeal this decision before the Higher Regional Court of Düsseldorf, with the support of all the parties involved. Veolia Water is currently evaluating the consequences of the possible implementation of this decision considering the applicable regulatory and contractual provisions. *** Veolia Water, the water division of Veolia Environnement, is the world leader in water and wastewater services. Specialized in outsourcing services for municipal authorities, as well as industrial and service companies, it is also one of the world s major designers of technological solutions and constructor of facilities needed in water and wastewater services. With 96,651 employees in 69 countries, Veolia Water provides water service to 103 million people and wastewater service to 73 million. Its 2011 revenue amounted to billion. Contact Analyst and institutional investor contact: Ronald Wasylec US Investors contact Terri Anne Powers Tel Press release also available on our web site:

7 PRESS RELEASE Veolia Environnement Class Action Withdrawn by Plaintiffs Paris, June 4, 2012._ Veolia Environnement announces the dismissal of the purported class action lawsuit filed against the company and certain of its current and former officers in the United States District Court for the Southern District of New York. In a letter addressed to the Court on May 25, 2012, counsel for the lead plaintiffs informed the Court that, after careful consideration of the facts and circumstances involved, the lead plaintiffs have determined to voluntarily dismiss the action. Judge Victor Marrero subsequently signed an order dismissing the case. The lawsuit was originally filed in December 28, 2011, and it was subsequently consolidated with a second lawsuit filed on January 13, The dismissal covers the consolidated lawsuit, and therefore covers both of the lawsuits that were initially filed. ***** Veolia Environnement (Paris Euronext: VIE and NYSE: VE) is the worldwide reference in environmental solutions. With more than 330,000 employees the company has operations all around the world and provides tailored solutions to meet the needs of municipal and industrial customers in four complementary segments: water management, waste management, energy management and passenger transportation. Veolia Environnement recorded revenue of 29.6 billion* in * Excluding VeoliaTransdev revenues currently under divestment Contact Analyst and institutional investor contact: Ronald Wasylec US Investors contact Terri Anne Powers Tel Press release also available on our web site:

8 PRESS RELEASE Veolia Water to appeal ruling in the proceeding relating to RWE s sale of its shares in Berliner Wasserbetriebe Paris, 31 May 2012._ Veolia Water has announced its intention to appeal a Berlin court s decision not to issue a preliminary injunction against the sale by RWE of its shares in Berliner Wasserbetriebe. On May 30, 2012, the court decided against Veolia Water s motion for an injunction. Veolia Water stated: We still believe that RWE cannot sell its shares in Berliner Wasserbetriebe as planned without our consent. Therefore, we will file an appeal against the decision made on May 30, Nevertheless, it is necessary that all parties involved seek as soon as possible a reasonable and quick, and above all acceptable and legally binding, solution for RWE s exit from its stake in Berliner Wasserbetriebe. As ever, Veolia Water is willing to negotiate and hopes to make rapid progress. *** Veolia Water, the water division of Veolia Environnement, is the world leader in water and wastewater services. Specialized in outsourcing services for municipal authorities, as well as industrial and service companies, it is also one of the world s major designers of technological solutions and constructor of facilities needed in water and wastewater services. With 96,651 employees in 69 countries, Veolia Water provides water service to 103 million people and wastewater service to 73 million. Its 2011 revenue amounted to billion. Contact Analyst and institutional investor contact: Ronald Wasylec US Investors contact Terri Anne Powers Tel Press release also available on our web site: