By-Laws & Governance

TITLE 1 – GENERAL PROVISIONS

Article 1 – Constitution

The following association has been created, which is governed by the French law of July 1st and French decree of August 16th, 1901 and the articles of association below: “SUEZ Employee Shareholding Association” or “ASAS,” hereafter the “Association.” .

Article 2 – Purpose

The Association seeks to represent, defend and uphold the interests of all SUEZ Group and subsidiary employee shareholders and former employees located both in France and abroad, with shareholding of 33% or more. Collectively, they are referred to as “SUEZ” in dealings with the Group’s internal bodies and executives as well as all public and private bodies and before any court.

To this end, the Association aims to:
- protect the interests of SUEZ employee shareholders and former employees;
- foster the development of SUEZ employee shareholding and all forthcoming developments;
- communicate regular and impactful updates to members concerning the economic, financial and labor ramifications of shareholding decisions made by management bodies in addition to changes in SUEZ’s business performance and financials;
- adopt a proactive role as the preferred contact in the rollout and management of communications policy with specific investors, i.e. employee shareholders.

The Association undertakes to bring together a maximum number of SUEZ employee shareholders and former employees in order to achieve its corporate purpose. The Association also complies with the principles of impartiality, reflected in the following commitments:
- protecting the personal freedom of each and every Association member;
- establishing absolutely no external dependence whether through a political organization, trade union or SUEZ top management;
- developing and maintaining relations with all internal SUEZ stakeholders, including the Board of Directors (hereafter the “Board”), shareholding management and services and employee and labor representative committees. Relations are conducted on a non-exclusive basis and in full compliance with their respective remits.

To achieve its objectives, the Association will be provided material resources by SUEZ without jeopardizing its independent status in regard to top management when setting out plans and available resources.

Article 3 – Registered office

The Association’s registered office is established on an interim basis at:

Tour CB 21,
16 place de l’Iris,
92400 Courbevoie.

The Board may decide to relocate the registered office.

Article 4 – Term

The term of the Association is unlimited.

TITLE 2 – COMPOSITION – REGISTRATION

Article 5 – Composition

The Association is composed of:

- Registered members.
Natural persons who meet the registration criteria and have paid their membership fee, which is set each year at SUEZ’s Annual General Meeting (AGM).
- Employee shareholder associations abroad.
International employee shareholder associations—corporate entities governed by private and foreign laws—that meet the registration criteria provided under article 6.2.
- Supporting members.
Natural persons and corporate entities that meet the registration criteria and pay an additional annual membership fee exceeding the amount set each year during SUEZ’s Annual General Meeting (AGM).
- Honorary members.
Natural persons who have delivered outstanding services to the Association. They are exempt from membership fees.

Article 6 – Member registration and cessation

6.1 – Registration conditions for natural persons

To be an Association member, you must be an employee or former employee of SUEZ and directly or indirectly hold shares or employee stock ownership units in SUEZ or one of its subsidiaries. Shareholding must be equal to or greater than 33%.

All membership requests are submitted for approval by the Board’s Executive team. In the event of refusal, the team does not have to publicize their decision.

6.2 – Registration conditions for Employee shareholder associations abroad

The Association accepts membership for International employee shareholder associations. This applies to corporate entities governed by private and foreign laws provided:
- their members belong to SUEZ Group and hold units and shares as stipulated under article 2;
- their objectives are similar to and compatible with the purpose of the Association;
- they accept membership conditions as specified under the agreement approved by the Board and ratified at the Association’s next Ordinary General Meeting (OGM).

6.3 – Registration conditions for supporting members

To be an Association supporting member, you must (i) qualify as an Association natural person or corporate entity and approve the Association’s corporate purpose and objectives and (ii) make a financial contribution to its activity totaling ten times the amount required for the members concerned under the article6.1.
All membership requests are submitted for approval by the Board’s Executive team. In the event of refusal, the team does not have to publicize their decision.

6.4 – Registration responsibilities

A registered Association member:
- has the right to benefit from the Association’s services and vote at Association AGMs;
- is obliged to comply with these articles of association and internal by-laws. The registered member must also pay the required annual fee without compromising the integrity of corporate entities and supporting members as regards their obligation to adhere to the conditions of the agreement in place.

6.5 – Membership fees

Annual fees for registered members (whether natural persons or corporate entities) are set per annum during Board meetings. Fees are effective for the following calendar year. Fees are voted in at the OGM. Fees must be settled prior to the OGM unless otherwise decided by the Board.

6.6 – Member cessation

Cessation takes effect under the following circumstances:
- death, although the surviving partner may still continue membership;
- member resignation;
- sale of all held SUEZ shares;
- non-payment of membership fees;
- Board announced member dismissal, applicable to:
• natural persons on serious grounds and/or non-compliance with the articles of association and internal by-laws following a request for the interested party(ies) to make their case;
• corporate entities on serious grounds after a conciliation attempt acknowledged by the Board, which is noted in the moral report of the following AGM.

TITLE 3 – BOARD AND BOARD MANAGEMENT

Article 7 – Board

7.1 – The Association is managed by a Board comprising a minimum and maximum of three and five members respectively. Its composition is as follows:

- Members elected by the Association’s natural persons, generally three;
- Members elected by Employee Shareholder Associations abroad, maximum of two persons.
All directors must enjoy full civic and civil rights.
The OGM elects directors for a renewable three-year term. Elections are held at the AGM to approve the financial statements of the second fiscal year that follows the year of the director’s election.
They are elected in descending order based on votes cast provided that they obtain a minimum of 30% according to the number of available positions.
A third of the positions are renewed annually. The first two renewal rounds will be selected at random. Initial elections will take place during the AGMs organized to approve the financial statements of the 2021 and 2022 fiscal years.

A vacant director’s post is awarded to the first person on the applicant list who was not elected at the last AGM but will become a director for the remainder of the concerned registered office’s term.

Each year, among the directors, the Board appoints an Executive team. It includes:
- a Chairman;
- a Secretary General;
- a Treasurer.

The Board may supplement its Executive team with Vice Chairmen, Deputy Secretary Generals and/or Assistant Treasurers.

7.2 – Board meetings and decisions

The Board meets at least twice a year either at the Chairman’s invitation or upon request by a quarter of its members.
The Secretary General organizes the agenda in agreement with the Chairman. The agenda is then added to where applicable at the start of a meeting.
A simple majority makes decisions. A minimum of half the membership must attend or be represented at meetings.
A Board member may not represent more than two members during the same meeting.
Each director is entitled to one vote. In the event of a tie, the Chairman will cast the deciding vote.
Board decisions are reported in minutes drafted by the Secretary General. In turn, these minutes are co-signed by the Secretary General and the Chairman.
Meetings may legitimately be arranged by video/audio-conferencing tools and/or any other form of telecommunication deemed appropriate.
Any member of the Board who has not attended three consecutive meetings and not provided a legitimate reason may be considered by the Chairman as qualifying for resignation.
Subject to agreement with the Executive team and depending on agenda items, the Chairman may invite a SUEZ representative and/or any other person qualified to consult the documentation discussed during meetings.

7.3 – Compensation and disbursement

Board members perform their missions on a voluntary basis.
Their expenses and disbursement required as part of their term of office are paid subject to supporting documentation and evidence. The latter is submitted in accordance with the financial rules set out in article 8.4. The OGM’s financial report must acknowledge missions’ expenses in addition to costs related to travel and the paid representation of Board members.

7.4 – Board powers

Generally speaking, the Board is vested with the most extensive powers to deliver management and organization within the scope of the Association's objectives. Moreover, powers are not reserved for AGM use (within the framework of the resolutions adopted by the AMGs). In particular the powers concern:
- Executive team establishment;
- Board member cooptation decisions and AGM ratification proposals;
- Association AGM agenda organization;
- proposed budget approval submitted to AGM for final acceptance;
- statutory auditor recommendations submitted for approval by AGM;
- acquisition decisions;
- registered office relocation;
- all agreements considered extensive in scope by the Executive team, to be signed with third parties;
- proposed resolution decisions at SUEZ shareholder AGMs;
- overall measures deemed necessary and practical in accordance with the Association’s corporate purpose.
The Board may delegate their power to the Chairman and/or an Executive team member. The Chairman or their assigned delegate reports the actions of Executive team members.

Article 8 – Board Executive Team

8.1 Meetings

The Executive team meets at least once on a quarterly basis and as many times as necessary at the invitation of the team’s Chairman. It may legitimately make decisions subject to the attendance of the Chairman, Secretary General and Treasurer (subject to Vice Chairman attendance in the event of the Chairman’s impediment and subject to the attendance of a Board member appointed by the Chairman in the event of the Vice Chairman’s absence). The Secretary General drafts the Executive team meeting minutes.
The Secretary General conducts all day-to-day business in between Board meetings. They also adopt all measures deemed necessary and practical to ensure the proper functioning of the Association subject to referral to the Board during the next scheduled meeting. The Secretary General makes official announcements with regard to the registration of Association natural person members.

8.2 – Chairman and Vice Chairman(men)

The Chairman is vested with the powers to act on behalf of the Association and conduct business within the Association's remit:
- They are tasked with decision-making on behalf of the Board and its Executive team;
- They open and close all bank and postal accounts on behalf of the Association;
- They sign all correspondence, contracts and payment orders. Furthermore, they provide all disclaimers and are responsible for all decisions relating to purchasing, sales, concessions as well as the lease of Association property;
- They chair AGMs and Board meetings;
- They act as the Association’s legal representative as well as of all associate and member bodies;
- They may delegate some of their powers to any Executive team member.
A Vice Chairman serves as the Chairman’s second-in-command, replacing them in the event of impediment.

8.3 – Secretary General

The Secretary General oversees the Association’s administration and management. They ensure Association member lists are constantly updated as well as drafting and safely archiving Board minutes and letters. They organize general meetings and prepare all agenda documentation.

8.4 – Treasurer

The Treasurer works closely with the Chairman to prepare the provisional budget for revenue and expenses in respect of each fiscal year. The Treasurer then submits the finalized budget for the Board’s approval.
They manage the Association’s funds, calculating revenue and expenses based on financial rules established and approved by the Board, under the Chairman’s leadership.
They produce the annual financial statements (balance sheet, results, etc.) for approval by the Board prior to presentation, which is delivered at the AGM.
They can call on the expertise of an accounting professional to guarantee properly managed and monitored accounting practices.
In the event of an emergency, the Executive team may authorize the Treasurer to make a transaction that was not planned for in the budget. The minutes are then reported at the next Board meeting and OGM.

Article 9 – Annual General Meetings (AGMs)

9.1 – Common provisions

Any Association AGM will include all registered members who have paid their membership fees. Members are invited in writing at least two weeks prior to the meeting.
The Board lays out the agenda. Invited members are subsequently notified accordingly.
The AGM Executive team comprises that of the Board as provided in article 7.1 of these articles of association.
The AGM is chaired by the Chairman of the Association, by the Vice Chairman in the event of the Chairman’s impediment and by a Board member appointed by the Chairman in the event of the Vice Chairman’s absence.
All registered members are entitled to one vote.
All registered members who are unable to attend an AGM may vote by proxy.
Power is given to an authorized representative. The latter must be a registered Association member who attends AGMs.
An authorized representative may not receive more than 10% of unassigned powers.
If the proxy is returned without appointing an authorized representative, the AGM Chairman has the right to vote in favor of the Board’s proposed resolutions.
Supporting and Honorary Association members and international employee shareholder associations may attend the Association’s AGM in an advisory capacity.

9.2 – Ordinary General Meetings (OGMs)

The OGM meets once a year and on every occasion deemed necessary by the Board.
The OGM is empowered to make any decision relating to the agenda that does not fall under the scope of the Extraordinary General Meeting (EGM).
The OGM performs its missions under the following scope of responsibilities:
- approve the Board’s moral and financial reports;
- approve the fiscal year statements and budget allocation;
- vote in the current fiscal year budget;
- provide for the renewal of elected Board members and approve or rectify future director cooptation made on a provisional basis by the Board;
- where necessary, appoint a statutory auditor recommended by the Board;
- rule on any question addressed in the Board’s agenda. Nevertheless, the OGM may dismiss one or more Board members and replace them, regardless of whether this is an item for discussion on the agenda.
The Board’s management report and financial statements are made available to registered members annually at the Association’s registered office, prior to the OGM.
Quorums are not required to hold OGMs.
The influence of power of International employee shareholder associations corresponds to the terms of office entrusted by their registered members. The corresponding list is drawn up two months prior to the AGM and approved by the Association’s Executive team.
OGM decisions are made by simply majority using the votes of attending and representing members. Each member is entitled to one vote except International employee shareholding associations as specified above. In the event of a tie, the Chairman will cast the deciding vote.

9.3 – Extraordinary General Meetings (EGMs)

An EGM may be scheduled either by the Board or at the request of more than one third of Association members for any milestone event. Specifically, an EGM applies to the following situations:
- Amendments to articles of association;
- Dissolution of the Association;
An EGM requires a 25% quorum of the total number of member votes.
EGM decisions are made in respect of a two-third majority of votes made by attending and represented members.

9.4 – By-laws

The Board may introduce by-laws in order to define or specify organizational practices and the running of the Association. In particular, this involves rules of conduct, which are binding on all Association members.

Article 10 — Association dissolution

In the event of dissolution, the EGM appoints one or more liquidators to liquidate the Association's assets.
If positive cash is reported after realization of assets, settlement of liabilities and liquidation costs, it will be paid to one or more associations stated in accordance with the French law of July 1st, 1901.

TITLE 3 – BOARD AND BOARD MANAGEMENT

Article 11 — Financial provisions

11.1 – Association budget and financing

The annual budget and financing break down as follows:
- registered member fees;
- subsidies;
- asset-accrued revenue;
- proceeds from organized events and sums received for the provision of services;
- incurred loans and borrowings;
- individual donations received as part of legal and regulatory provisions in effect;
- and generally, all financing compatible with the Association’s civil capacity.

11.2 – Fiscal year

The Association’s fiscal year normally runs from January 1st to December 31st of each calendar year. Exceptionally, the first fiscal year applies as of the Association’s constitution date until the end of the following calendar year.

11.3 – Auditing of financial statements

Auditing of financial statements may be entrusted to one or more persons appointed by the Board, regardless of Association membership. Their term of office, which is renewable, is valid for a full fiscal year.

The mission of the auditor(s) excludes any interference in management. It consists in checking the regularity and integrity of financial statements. As such, the auditor(s) verifies the proper application of the financial rules established by the Board. The auditor(s) subsequently drafts a Board report, which provides an overview of the Association’s financials. Report findings will be presented at the OGM, which is to approve the financial statements of each past fiscal year.
Auditor(s’) duties are incompatible with those of a Board member.

The articles of association were adopted at the Association’s constituent Annual General Meeting (AGM) held on October 5th, 2020.

They are certified by members of the Executive team.

Chairman
Mr Guillaume Thivolle
Secretary General
Mrs Lucie Demouveau