Veolia Environnement is a corporation listed on the NYSE and Euronext Paris that provides environmental services. At an investor day in October 2008, Veolia discussed three main levers for value creation: 1) operating financial assets based on secure contractual forms, 2) assets invested based on consistent profitability targets of WACC + 3%, and 3) a historic base that generates recurring cash flow that is 85% from Europe and benefits from high visibility. Veolia also reviewed its strong organic growth, balanced geographical contribution from Europe, and operations in regions with high profitability. Examples demonstrated contract renewal rates, returns on operating financial assets, and value creation through a project in Poland.
1-Consistent returns above benchmark (+6% annual outperformance)
2-Very small volatility for an equity fund (-4% annual bellow benchmark)
3-Excellent relative performance throughout the financial crisis (2007-2011)
4- Stable investment philosophy all over 23 years
5-Unique and tested investment process developed by an experienced management team
6-Very high quality (ROE) and liquid concentrated portfolio
7-Defensive strategy: focus on "ensured growth" without leveraged or cyclical sectors
8-Portfolio valuation at historial minimum levels
9-Poor overlapping and low correlation with other fund managers
10-Complementary with other equity styles
http://www.slideshare.net/ignaciopedrosa/edm-strategy-factsheet
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1-Consistent returns above benchmark (+6% annual outperformance)
2-Very small volatility for an equity fund (-4% annual bellow benchmark)
3-Excellent relative performance throughout the financial crisis (2007-2011)
4- Stable investment philosophy all over 23 years
5-Unique and tested investment process developed by an experienced management team
6-Very high quality (ROE) and liquid concentrated portfolio
7-Defensive strategy: focus on "ensured growth" without leveraged or cyclical sectors
8-Portfolio valuation at historial minimum levels
9-Poor overlapping and low correlation with other fund managers
10-Complementary with other equity styles
http://www.slideshare.net/ignaciopedrosa/edm-strategy-factsheet
External risks continue to threaten the global economy but Korea’s economic growth will likely improve in the second half of 2011 and free trade agreements are poised to increase expansion substantially. Those were among the points made at the Korean Economic Forum, co-hosted by Samsung Economic Research Institute and the Korea JoongAng Daily at the Hotel Shilla on May 25. Among the many distinguished guests were ambassadors, CEOs and foreign correspondents.
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The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
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[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
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2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
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Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
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Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
2. Important Disclaimer
Veolia Environnement is a corporation listed on the NYSE and Euronext Paris. This document contains “forward-looking
statements” within the meaning of the provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-
looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking
statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited
to: the risk of suffering reduced profits or losses as a result of intense competition, the risk that changes in energy prices and
taxes may reduce Veolia Environnement’s profits, the risk that governmental authorities could terminate or modify some of
Veolia Environnement’s contracts, the risk that acquisitions may not provide the benefits that Veolia Environnement hopes to
achieve, the risk that Veolia Environnement’s compliance with environmental laws may become more costly in the future, the
risk that currency exchange rate fluctuations may negatively affect Veolia Environnement’s financial results and the price of its
shares, the risk that Veolia Environnement may incur environmental liability in connection with its past, present and future
operations, as well as the risks described in the documents Veolia Environnement has filed with the U.S. Securities and
Exchange Commission. Veolia Environnement does not undertake, nor does it have, any obligation to provide updates or to
revise any forward-looking statements. Investors and security holders may obtain a free copy of documents filed by Veolia
Environnement with the U.S. Securities and Exchange Commission from Veolia Environnement.
INVESTOR DAY October 2008 2
3. The evolution of Veolia Environnement
3 constants 3 levers for value creation
Strong organic growth Historic base generating cash flow
that is (i) recurring, (ii) 85%
Balanced profile and control of risks generated in Europe and (iii) benefits
from high visibility
Strict profitability criteria
Operating financial assets based on
very secure contractual forms
Assets invested on the basis of
consistent profitability targets
(WACC + 3%)
INVESTOR DAY October 2008 3
4. INVESTOR DAY
October 22nd, 2008
1 Review of the evolution of the Group
5. Veolia Environnement: strong organic growth
Revenue
In €m
CE year-end
* ROCE after taxs
32,6
28,6
ROCE* ROCE*
25,6 10%
10.9%
22,8 ROCE*
ROCE*
10.8%
10.2% 18,4
ROCE*
8.4% 14,6
12,7
11,4
+26.0%
+11.4% +15.0%
2004 2005 2006 2007 2008 2009 2010 2011
Portfolio consolidation Change in size/dimension Projections
phase
• Strong organic growth • Robust organic growth • Organic growth
• Strong external growth • Adjustments in scope
INVESTOR DAY October 2008 5
6. Targeted growth in business
2,7%
In M€ : +1
004 €32, 628m
2007–2
roup
AG RG
C €28,620m
CAGR
€25,570m 2004- 2007
44%
€22,792m France +7.1%
47%
Germany +26.3%
49% 80%
UK +21.8%
51% 80% 8%
Rest of Europe +13.5%
81%
7% 9%
82% North America +12.0%
7% 8%
6% 7% Asia-Pacific +25.4%
19%
7% 18% Rest of World +19.8%
18% 18%
+12.7%
8%
9% 10%
9% 7%
5% 6% 6%
4% 4% 4% 5%
2004 2005 2006 2007
INVESTOR DAY October 2008 6
7. A balanced geographical contribution
85% of recurring operating income 75% of capital employed
generated in Europe located in Europe
On December 31, 2007 On December 31, 2007
(€2.5bn) (€18.4bn)
6% 5%
3% 9%
7% 24%
38% 13%
17%
12%
14% 22%
15% 15%
France Germany UK Rest of Europe
North America Asia-Pacific Rest of World
INVESTOR DAY October 2008 7
8. Operations in regions with high profitability
On December 31, 2005 On December 31, 2007
16% 18%
Germany United
Recurring operating margin
Recurring operating margin
14% Kingdom 16%
Germany
12%
14% United
Kingdom
Asia Pacific 12%
10% France
North 10% Asia Pacific Rest of France
8% America Europe
8% North
6% America
6%
Rest of
4%
Europe 4%
2% Rest of World Rest of World
2%
0% 0%
0% 5% 10% 15% 20% 25% 0% 5% 10% 15% 20% 25%
Capital employed 2005 2007
France 31.2% 24.2% NB: The size of the circles represents the amount of
capital employed by geographical region
Germany 6.5% 12.2%
United Kingdom 11.9% 14.8%
Rest of Europe 22.3% 22.4%
North America 15.7% 12.8%
Asia Pacific 6.8% 8.6%
Rest of World 5.6% 5.0% INVESTOR DAY October 2008 8
9. INVESTOR DAY
October 22nd, 2008
2 Levers for value creation
10. Veolia Environnement : 3 main levers for value creation
€bn Operating financial
Assets invested on the
basis of consistant
assets based on very
profitability targets
secure contractual
(WACC + 3%)
forms
25 1,3
3,8
7,6 Shareholders'
equity (Group)
20
5,6
2,6 Shareholders‘
15 equity (minorities)
25,3
Historic base for all the
10 Group's operating activities
generating cash flow that is
14,6 (i) recurring, (ii) 85% 15,1 Net debt 2007
generated in Europe and (iii)
5 benefits from high visibility
0
CE end 2006 Operating CE in 2007 Other assets 2007 Total CE 2007 Total capital
financial assets employed
2007
INVESTOR DAY October 2008 10
11. Analysis of Group cash flow generation
Operating activities
Operating cash flow 4,178
- Change in operating WCR -167 Operating activities
- Return on OFA -345 Return on Op. Fin. assets (OFA) 345
- Maintenance capital expenditures -1,590 - New OFA -334
+ Industrial disposals 213 + Repayment of OFA 395
Operational Cash flow 2,290 Cash Flow from AFO 406
+
Sub-total Cash Flow from business activities 2,696
+ Financial CF and CF from discontinued activities 41
- Invests. excl. new projects and maintenance cap.exp. -1,001
+ Disposal of financial assets 153
+ Increase in minority shareholders' equity 206
- Tax paid -417
-Interest income paid -786
+ Other (Dividends on equity consolidated shares & NC) 15
Free cash flow before major projects 906
INVESTOR DAY October 2008 11
12. Group operating activities generating
recurring operating cash flow
Stability and quality of operating cash flow, 85% of which is generated in Europe:
Operating cash flow 2005 proforma 2006 2007 Quote-part 2007
Total Group VE, of which : 2,110 2,112 2,290 100%
France 994 1,031 1,134 50%
United Kingdom 180 281 273 12%
Germany 175 98 160 7%
Czech Republic 132 124 179 8%
Other Europe 305 230 199 9%
North America 169 113 185 8%
China 41 69 46 2%
Asia Pacific excl. China 66 93 110 5%
Detail by Division in € mln
Of which Water 1,050 1,050 1,000
Of which Waste 550 650 900
Of which Energy 400 300 300
Of which Transport 100 100 100
INVESTOR DAY October 2008 12
13. Operating cash flow benefits from high visibility
Length of contracts
Weight of concession activities not very sensitive to economic conditions
High rate of contract renewal
Ability to generate productivity allowing us to maintain returns in mature
zones over the longer term
INVESTOR DAY October 2008 13
14. Length of contracts and weight of concession activities
Contract Capital Typical
type Legal form intensity lenght Water Energy Waste Transport
POA/ (CE+ Contracts Contracts Contracts Contracts
AFOs) used used used used
DPS, service
O&M >2 5-15 yrs ● ● ● ●
concession
DBO DPS >4 5-15 yrs ● ● ●
Subcontrac- PW contracts,
>4 5-10 yrs ● ● ● ●
ting private contracts
BOT BOT, PPP, PFI <1 10-25 yrs ● ● ●
Concession Concession, PFI <1 10-30 yrs ● ● ●
JV clients Asset Co/Op Co <1 10-50 yrs ● ●
Industry Outsourcing <1 5-15 yrs ● ●
Spot PW contracts,
>1 <1 year ● ● ● ●
Contracts private contracts
D&B Construction >4 <3 yrs ●
INVESTOR DAY October 2008 14
15. High rate of contract renewal (example France)
Water: a significant renewal rate - above 90%
– 2004-2007: €320m in renewed revenue, €29m lost, €31m won and net revenue won of €58m
thanks to new DSP-type service contracts
– Average residual length of existing contracts = 7 years - average length of newly won contracts
greater than 11 years
Waste management:
– 2004-2007: €614m in renewed revenue, €183m lost, €291m won and net revenue won of €108m
– A diversified industrial and tertiary client mix representative of the main sectors, with low exposure
to any one sector (the four main business sectors making up the client portfolio represent only
around 1/3 of revenue generated by industrial and tertiary clients)
Energy services: renewal rate above 80% (84% in 2007)
– More than offset by new contracts won and extensions, taking the average growth rate in France
to +8.2% since 2003
– 38,000 contracts in France. Average contract length of around 9 years (from 3 years on average
for "Facility management" to 20 years for heating and cooling networks)
Transportation: a renewal rate of between 82% and 99% (2005-2007)
INVESTOR DAY October 2008 15
16. Operating financial assets:
based on very secure contractual forms
In the framework of a service contract, assets financed on behalf of clients in return for
a guaranteed payment or a series of future payments
Example: concession contract with payment guarantee
Assets with a limited useful life, which cannot be valued on multiples
Balance sheet value on 31.12.2007: €5.6bn
Assets earning a market return
6.1% in 2007
Assets whose sole risk is the counterparty risk
Solid counterparties: mostly local
authorities & significant industrial clients
Assets typically financed by dedicated financing
INVESTOR DAY October 2008 16
17. Operating financial assets in the Group's accounts
2007 (M€)
• Balance sheet:(current and non-current operating financial assets): recorded at
amortized cost with corresponding liability in Veolia's consolidated net debt
5,627.6
• Income statement: Remuneration (i.e. interest payments) are a sub-line to
revenue « of which revenue from operating financial assets » and thus also part
345.1
of the operating cash flow before changes in working capital (EBITDA)
• Statement of cash flow (inflow): repayment of the principal associated with
operating financial assets is not recognized in the income statement but on the
level of "cash flow from investing activities" in the statement of cash flow 394.7
• Statement of cash flow (outflow): new operating financial assets, which
represent capital expenditures for the year coming under the "financial assets 420.5
model" are also recognized at the level of "cash flow from investing activities" in
the statement of cash flow
INVESTOR DAY October 2008 17
18. ROCE is the main indicator of value creation
ROCE: main indicator of management
Back to the economic approach linked to the selection criterion (WACC + 3%)
Recurring operating income as best measure of cash generation
Change in capital employed is a good approximation of growth investments
Link between capital intensity and pay-back
Definition Net income from operations
ROCE =
Average capital employed during the year
Net income from operations = Recurring operating income + Share of net income of associates
– Income tax expense – Revenue from operating financial assets + Income tax expense allocated to
operating financial assets
Capital employed = Intangible assets and property, plant and equipment, net + Goodwill, net of impairment
+ Investment in associates + Operating and non-operating working capital requirements, net
+ Net derivative instruments – Provisions - Other non-current debt
Average capital employed for the year: average of capital employed at opening and closing
INVESTOR DAY October 2008 18
19. Examples of value creation:
Veolia Energy in Poland
450
Lodz 16%
400 14%
Net revenue
350
12%
Free Cash Flow
300
10%
in M Euros
Operating Result
250
8%
200 ROCE after tax
6%
150
4%
100
50 2%
- 0%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Year
INVESTOR DAY October 2008 19
20. Examples of value creation:
Waste management in the U.K.
Hampshire
Net revenue
140,0 90,0%
Free Cash Flow
120,0 Operating Result 80,0%
ROCE after tax
100,0 70,0%
80,0 60,0%
60,0 50,0%
£m
40,0 40,0%
20,0 30,0%
0,0 20,0%
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
-20,0 10,0%
-40,0 0,0%
-60,0 -10,0%
Year
INVESTOR DAY October 2008 20
21. Examples of value creation:
Veolia Water in China
Kunming
M€ CA 20,0%
55,0
Coûts 18,0%
45,0 CFL
16,0%
35,0
14,0%
25,0
12,0%
15,0
10,0%
5,0 8,0%
-5,0 6,0%
-15,0 4,0%
-25,0 2,0%
-35,0 0,0%
2005 2006 2007 2008 E 2009 E 2010 E 2011 E 2012E 2013 E 2014 E
INVESTOR DAY October 2008 21
22. Impact of recent acquisitions on Group profitability
Our portfolio of activities includes large assets that are not yet at
maturity:
– Major projects 2006: €1.4bn
• Acquisition of Cleanaway in the UK notably
– Major projects 2007: €4bn, including €900 mln in organic growth
• Acquisitions of Sulo in Germany, of the leading private heating and cooling
network in North America (TNAi), of TMT in Italy and of non-regulated water
activities in the United Kingdom primarily
These major projects represent almost one third of Group
capital employed at end 2007
The 2007 assets today have a dilutive impact on the Group ROCE.
Our goal: to increase FCF and the profitability of these new projects
through the Efficiency Plan 2010 and specific action plans (e.g. Sulo).
INVESTOR DAY October 2008 22
23. Target medium-term ROCE before tax
3 main categories of operations
Historic base in all the Group's business lines
Maintaining high levels of ROCE over the 2008-2014 period
– France: maintaining a ROCE of around 18%-20%
– Czech Republic: maintaining a ROCE of around 16%-18%
– United Kingdom: increase of around 1% to 12%-14%
Mature markets with recent operations for one or several Group business lines
Gain of 2% looking to 2011 and an additional 2% looking to 2014
– North America
– Germany
– Rest of Europe
Developing markets
Gain of at least 3% looking to 2011 and an additional 3% looking to 2014.
– Asia Pacific
– Rest of World
INVESTOR DAY October 2008 23
24. Trends in ROCE before tax 2004 – 2008 – 2014
for the three main categories of operations
Capital Employed (€ blns)
16
14
12 Markets with recent operations
Historical base
(Ger. + US + Rest of Europe excl. CZR)
10 (FR + UK + CZR)
8
6
4
2 Developing markets
(China + AP excl. Ch.)
0 ROCE before tax
0.0% 5.0% 10.0% 15.0% 20.0%
Figures for indicative purpose only
INVESTOR DAY October 2008 24
25. Action plan 2008 - 2010
Priority given to improvement in ROCE: 10% net end 2010
Productivity improvement
Improvement in contribution of recent acquisitions
Implementation of "Efficiency 2010" plan: €400m in full year 2011
Positive free cash flow(1) in 2009
Net investment target 2009: €2 bn to €2.5 bn
Tighter control of new investments and WCR
Acceleration of the asset disposal program
Geographical strengthening of organization to increase generation of commercial synergies
INVESTOR DAY October 2008 25
(1) Net of all investments and disposals
27. A balanced geographical contribution:
over 80% of operating cash flow generated in Europe
On December 31, 2005 On December 31, 2007
4%
6%3% 6%
7% 7%
16% 50% 16% 44%
9% 12%
9% 11%
France Germany UK Rest of Europe
North America Asia-Pacific Rest of World
INVESTOR DAY October 2008 27
28. Capital employed 2007
In €m 31/12/06 31/12/07
Net tangible & intangible fixed assets 11,644 14,118
Goodwill 5,705 6,913
Investments in associates 241 292
Inventory & Work in progress 732 840
Operating receivables 10,969 12,459
Operating payables - 11,269 - 12,945
Deferred tax, net - 149 - 326
Tax on disposal of assets in North America
- 85 - 61
& related restructuring
Working capital requirement 198 -33
Net derivative instruments 27 79
Provisions - 3,023 - 2,964
Other long-term liabilities -207 -
Capitaux employés 14,585 18,405
INVESTOR DAY October 2008 28
29. Average capital employed 2007
In €m 31/12/06 31/12/07
Capital employed 14,585 18,405
Average capital employed in 2007 16,495
INVESTOR DAY October 2008 29
30. Calculation of 2007 ROCE
In €m 31/12/07
Recurring operating income 2,469
Corporate tax - 420
Tax loss linked to North American disposals
+ 24
& related restructuring
Exceptional tax gain from recognition of tax deficits
- 11
eligible for carryover in the USA
Total tax expense - 407
Share of net income of associates + 17
Income from financing activities for third parties - 345
(revenue from OFA)
Tax allocated to financing activities for third parties + 63
(tax OFA)
Net income from operations 1,797
INVESTOR DAY October 2008 30
31. Calculation of 2007 ROCE
In €m 31/12/07
Net income from operations 1,797
Average capital employed in 2007 16,495
ROCE after tax 10.9%
INVESTOR DAY October 2008 31
32. Free cash flow before new projects
2005
In €m 2006 2007
adj.
Cash flow from operations(1) 3,542 3,844 4,219
Principal repayment of operating financial
+ 321 + 438 + 395
assets
Total cash generation 3,863 4,282 4,614
Maintenance capital expenditures - 1,212 - 1,411 - 1,590
New operating financial assets - 513 - 361 - 334
Change in operating WCR - 39 - 112 - 167
Tax paid - 339 - 343 - 417
Interest paid - 739 - 596 - 786
Change in capital reserved to minorities +8 + 82 + 206
Growth and current development
- 834 - 1,010 - 1,001
investments
Disposal of assets + 343 + 355 + 366
Others + 17 + 15 + 15
Free cash flow before new projects 555 901 906
INVESTOR DAY October 2008 32
(1) Cash flow from operations = EBITDA
33. Investor Relations contact information
Nathalie PINON, Head of Investor Relations
and Financial Communication
38 Avenue Kléber – 75116 Paris - France
Telephone +33 1 71 75 01 67
Fax +33 1 71 75 10 12
e-mail nathalie.pinon@veolia.com
Brian SULLIVAN, Vice President, US Investor Relations
200 East Randolph Drive, Suite 7900
Chicago, IL 60601 - USA
Telephone +1 (630) 371 2847
Fax +1 (630) 282 0423
e-mail brian.sullivan@veoliaes.com
Web site
http://veolia-finance.com
INVESTOR DAY October 2008 33