SUEZ ENVIRONNEMENT (EPA:SEV) SUEZ launches SHARING 2019, its fourth worldwide shareholding plan reserved for Group’s employees

Transparency directive : regulatory news

17/10/2019 17:46

Press release

Paris, 17 October 2019

  SUEZ launches SHARING 2019, its fourth worldwide shareholding plan reserved
                              for Group's employees

SUEZ offers its employees in France and around the world a chance to subscribe
to SHARING, its fourth shareholding plan since 2011, reserved for employees.

SHARING 2019 is aimed at the Group's to some 86,000 employees in 25 countries:
Australia, Belgium, Brazil, Canada, Chile, China, Colombia, the Czech Republic,
France, Germany, Hong Kong, Hungary, India, Italy, Jordan, Luxembourg, Macao,
Mexico, Morocco, the Netherlands, Poland, Spain, Sweden, the United Kingdom and
the United States.

This fourth share subscription offer forms part of the Group's policy to
increase employee shareholding. It strengthens the relationship between SUEZ
and its employees by offering them the possibility of being more closely
involved in the Group's growth and performance.

"Through SHARING 2019, with the Board of Directors, we wish to continue to
associate the employees to the Group's performance and with the ambitious
project that we have set ourselves for 2030: to be the world leader in
environmental services, making us the preferred choice of our customers,
stakeholders, and employees, working together to restore and preserve the
fundamental elements of the environment: water, air and soil", comments
Bertrand Camus, Chief Executive Officer of SUEZ.

The terms and conditions of this offer are described below.

About SUEZ
With 90 000 people on the five continents, SUEZ is a world leader in smart and
sustainable resource management. We provide water and waste management
solutions that enable cities and industries optimize their resource management
and strengthen their environmental and economic performances, in line with
regulatory standards. To meet increasing demands to overcome resource quality
and scarcity challenges, SUEZ is fully engaged in the resource revolution. With
the full potential of digital technologies and innovative solutions, the Group
treats over 45 million tons of waste a year, produces 4.4 million tons of
secondary raw materials and 7.7 TWh of local renewable energy. It also secures
water resources, delivering wastewater treatment services to 66 million people
and reusing 1.1 billion m3 of wastewater. SUEZ generated total revenues of 17.3
billion euros in 2018.

CONTACTS

Press                                Analysts & Investors
Isabelle Herrier Naufle              +33 1 58 81 24 05
33 (0)1 58 81 55 62
isabelle.herrier.naufle@suez.com

Find out more about the SUEZ Group on the website & on social media
Twitter, Linkedin, YouTube, SETV

Terms of the offer:

Issuer
SUEZ
Euronext Paris -Compartment A
ISIN code for ordinary shares: FR0010613471
Share admitted to the Deferred Settlement System (SRD)

SHARING 2019 options:
As part of SHARING 2019, SUEZ offers its employees two options:
* A "Classic" plan, which includes a discount and employer contribution in
which the subscriber is exposed to movements in the share price. In France,
employees will benefit from an employer contribution as part of the company
savings plan. Outside France, the employer's contribution takes the form of a
free share allocation. The UK plan is different, in the form of a Share
Incentive Plan (SIP);
* A "Multiple" plan under which the subscriber receives, at maturity, at least
the amount of his/her personal contribution to which is added a guaranteed
return or a multiple of the performance of SUEZ shares, whichever is higher. In
Australia, the United States, Canada, Chile, China, Italy, Poland and Sweden,
the Multiple plan has been adapted to local laws and implemented as an
alternative mechanism, called "share appreciation rights".

The shares will be subscribed by the beneficiaries either directly, or via an
employee shareholding fund (FCPE) depending on the country of residence.

In the Classic plan (excluding the SIP), the subscription price will be 80% of
the average opening price of SUEZ shares on the Euronext Paris market during
the 20 trading days preceding the date the subscription price is set by the
Board of Directors or by the Chief Executive Officer delegated to do so, while
in the Multiple plan, the subscription price will be 90% of the average opening
price of SUEZ shares on the Euronext Paris market during the 20 trading days
preceding the date the subscription price is set by the Board of Directors or
by the Chief Executive Officer delegated to do so.

Securities offered
The maximum amount of shares subscribed under Resolution 19 and Resolution 20
submitted for voting to the General Meeting of 14 May 2019 is set at 10 million
shares, on the understanding that a ceiling of 2 million shares applies to the
Classic plan (including the SIP) and a ceiling of 8 million shares applies to
the Multiple plan. In the event the ceiling of one of the plans (either the
Classic plan or the Multiple Plan) is not fully subscribed, the remaining
amount will be allocated to the other plan in case the latter is
oversubscribed. Under each plan, all subscriptions are honoured up to the
amount of the average subscription to the plan concerned. Subscriptions above
this average will be allocated proportionately.

The resulting shares will confer current entitlement (for shares allocated as
employer's contributions internationally, on 1 January preceding the year in
which they are delivered).

Subscription conditions
The beneficiaries of this shareholder offering are the employees of the Company
and of member companies of the SUEZ Group International Savings Plan whose head
offices are in one of the 25 countries listed above.

This includes employees, corporate officers meeting the terms and conditions of
Article L.3332-2 of the French Labour Code, provided they have been in service
for at least three months on the final day of the subscription period, which is
17 December 2019 (excluding SIP) as well as retirees who have kept their
holding in the SUEZ Group Savings Plan.

The legal individual investment limit is 25% of gross annual pay for the
Classic plan and 2.5% for the Multiple plan (excluding bank contributions).
Subscribers to the offering must hold the shares they subscribed directly, or
their employee shareholding fund units, until 16 January 2025 (excluded),
unless released early.

Unitholders of employee shareholding funds will exercise their voting rights at
General Meetings of SUEZ through the supervisory board of the funds.

Indicative timeline for the SHARING 2019 offering
Reservation period: 18 October to 7 November 2019
Subscription price set on: 12 December 2019
Subscription/revocation period: 13 to 17 December 2019
Settlement/delivery of shares: 16 January 2020
These dates are indicative only and may change.

Listing
SUEZ new shares are scheduled for admittance to trading on the Euronext Paris
market (ISIN code: FR0010613471 - SEV) on 16 January 2020. These new shares
will be similar to existing shares.

Hedging operations
The bank that intervenes in the leveraged offer (or "Multiple" plan) enters
into hedging agreements on and off markets, buying and/or selling shares,
purchasing call options and/or other transactions, at any time, both prior to
the set-up and throughout the duration of SHARING 2019.

Specific for international
This press release does not constitute an offer of sale or solicitation for the
subscription of SUEZ shares. The SHARING 2019 offering reserved for employees
will be set up only in countries where such an offer has been registered with
the competent local  authorities and/or following the approval of a prospectus
by the competent local authorities, or in consideration of an exemption from
the obligation to prepare a prospectus or to register an offer. In general, the
offer will be made only in countries where all the registration and/or
notification procedures required have been completed and the authorisations
obtained. This press release is not intended for, and therefore copies of it
may not be sent to, countries in which such a prospectus has not been approved
or such an exemption would not be approved or in which all registration and/or
notification procedures required have not yet been completed or authorisations
have not been obtained.

The securities described in this document have not been and will not be
registered in the United States with the Securities and Exchange Commission and
may not be offered in the United States except as part of transactions that do
not require registration under the United States Securities Act of 1933.

Additional Information
All necessary information about SUEZ is available from the Company's website
(www.suez.com).

All necessary information about SHARING 2019, for beneficiaries, is available
in the subscription pack sent to shareholders and on the Company website
(www.sharing.suez.com). They can also request it from their contact indicated
in the leaflet in the subscription pack sent to them and on the dedicated
website.

Beneficiaries subscribing to shares through an employee shareholding fund
should read the key investor information document (KIID) and the regulations
for each fund for full information.

This press release constitutes a communication as required by the AMF in
accordance with Article 19 of Instruction No. 2016-04 of 21 October 2016, as
amended on 15 January 2018.

SUEZ
Registered office - Tour CB21 - 16 place de l'Iris, 92040 Paris La Défense
Cedex, France - Tel: +33 (0)1 58 81 20 00 - www.suez.com
Public limited company with capital of EUR2,485,450,316 -
SIREN 433 466 570 NANTERRE
BUSINESS REGISTER - VAT FR 76433 466 570

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