Veolia Environnement Announces UST Reference Security Yield and Early Results of Debt Tender Offer

  Veolia Environnement Announces UST Reference Security Yield and Early
  Results of Debt Tender Offer

Business Wire

PARIS -- December 12, 2012

Veolia Environnement (Paris:VIE) (the “Company”) today announced the UST
Reference Security yield and the early results of its previously announced
modified “Dutch Auction” cash tender offer (the “Offer”) for up to
$200,000,000 principal amount (subject to possible increase at the Company’s
discretion) of its 6.00% Dollar-Denominated Senior Notes due 2018 (the

As of 5:00 p.m., New York City time, on December 11, 2012 (the “Early
Participation Date”), the Company received tenders for $153,065,000 aggregate
principal amount of the Notes.

As of the Early Participation Date, Notes validly tendered and not validly
withdrawn were as follows:

                                                                Percent of
Title of    CUSIP    Principal       Principal Amount           Outstanding
Security   Number  Amount         tendered as of the Early  Principal
                     Outstanding     Participation Date         Amount
Senior      92334N   $700,000,000    $153,065,000               21.9%
Notes due   AB9
(1) Rounded to the nearest one-tenth of one percent.

Holders who validly tendered and did not withdraw their notes on or prior to
the Early Participation Date, and whose notes are purchased pursuant to the
Offer, will be entitled to receive the total consideration, which includes an
early participation amount of $30.00 per $1,000 principal amount of Notes
accepted for purchase (the “Early Participation Amount”). Holders who have not
already tendered their notes may continue to do so at any time prior to the
expiration date, 11:59 p.m., New York City time on December 26, 2012, but such
holders will only be entitled to receive the tender consideration, namely an
amount equal to the total consideration less the Early Participation Amount.

The UST Reference Security yield, the yield corresponding to the bid-side
price of the 0.75% U.S. Treasury Security due 10/31/2017 displayed on the
Bloomberg Reference Page set forth in the table on the cover page of the Offer
to Purchase, was 0.626% as of 2:00 p.m., New York City time, on December 11,
2012, the Reference Yield Determination Date.

Withdrawal rights for the Offer have expired and have not been extended. The
Company may amend, extend or terminate the Offer at any time.

The Company has retained Deutsche Bank Securities Inc. to serve as the sole
dealer manager for the Offer. Global Bondholder Services Corporation has been
retained to serve as the information agent and depositary.

For additional information regarding the terms of the Offer, please contact
Deutsche Bank Securities Inc. at +1 (855) 287-1922 (toll free in the United
States), +1 (212) 250-7527 or +44 20754 58011. Requests for documents and
questions regarding the tender of Notes may be directed to Global Bondholder
Services Corporation at +1 (866) 873 – 5600 (toll free) or at +1 (212) 430 -

This press release is neither an offer to purchase nor a solicitation to
tender any of these Notes nor is it a solicitation for acceptance of the

The Company is making the Offer only by, and pursuant to the terms of, the
Offer to Purchase dated November28,2012. The Offer is not being made to (nor
will tenders of Notes be accepted from or on behalf of) holders of Notes in
any jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.

United Kingdom. The communication of this press release and any other
documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved, by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000 (the
“FSMA”). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials is exempt from
the restriction on financial promotions under section 21 of the FSMA on the
basis that it is only directed at (1) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); (2) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as
“relevant persons”). The Notes are only available to, and any invitation,
offer or agreement to purchase or otherwise acquire such Notes will be engaged
in only with, relevant persons. Any person who is not a relevant person should
not act or rely on this Offer to Purchase or any of its contents.

France. The Offer is not being made, directly or indirectly, to the public in
France. Neither this press release nor any other documents or offering
materials relating to the Offer have been distributed or caused to be
distributed and will not be distributed or caused to be distributed to the
public in France, and only (i) persons licensed to provide the investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d’investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés) acting for their own account, and/or (iii) legal entities whose
total assets exceed €5 million, or whose annual turnover exceeds €5 million,
or whose managed assets exceed €5 million, or whose annual headcount exceeds
50, all as defined in, and in accordance with, Articles L.341-2, L.411-2, and
D.411-1 of the French Code monétaire et financier, are eligible to participate
in the Offer. This press release has not been and will not be submitted to the
clearance procedures (visa) of nor approved by the Autorité des marchés

Italy. Neither this press release nor any other documents or materials
relating to the Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”)
pursuant to Italian laws and regulations. The Offer is being carried out in
the Republic of Italy as an exempted offer pursuant to Article 101-bis,
paragraph 3-bis of Legislative Decree no. 58 of February 24, 1998, as amended
(the "Financial Services Act") and article 35-bis, paragraph 3 and/or
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the
"CONSOB Regulation"), as the case may be.

Holders or beneficial owners of the Notes that are located in Italy can tender
Notes for purchase through authorized persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree
No.385 of 1 September 1993, as amended) and in compliance with applicable
laws and regulations and with requirements imposed by CONSOB or any other
Italian authority.

European Economic Area. In any European Economic Area ("EEA") Member State
that has implemented Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, together with any applicable implementing measures in
any Member State, the “Prospectus Directive”), this press release is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Directive.

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

 Press release also available on our web site:


Analyst and institutional investor contact:
Ronald Wasylec, +33 1 71 75 12 23
U.S. investors contact:
Terri Anne Powers, 1-312-552-2890
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