Veolia to Build a Major Hazardous Waste US
Player With the Acquisition of Clean Earth and
Unlock Further International Growth
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• An agreement to acquire Clean Earth, a • $3bn valuation, 9.8x 2026e EBITDA2 post
leading US Hazardous Waste player with run-rate synergies. Accretive from year 2
prime assets including 700 operating permits
• €2bn in asset disposals and portfolio
• 2X size of Veolia US Hazardous Waste transformation
becoming the number 2 player1 in the US
• Veolia’s global Hazardous waste revenue to
• Increased exposure into fast growing increase to €5.2bn, EBITDA margin to increase
industries such as retail & healthcare to offer to 17%3
full range of environmental services across the
US • Significant boost of Veolia’s anchoring in the
United States and in Hazardous Waste
activities, both identified as growth boosters in
the GreenUp strategic plan

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"In line with our GreenUp focus on growth boosters, this acquisition is a major step in the
Group transformation and the strengthening of its financial profile. It allows us to unlock the
full value potential of our US Hazardous Waste activities and to double our size on this
critical fast growing sector, creating a number 2 player. We reinforce our global capacities in
Hazardous Waste and further increase our international footprint. Thanks to a de-risked
integration process and a strong complementarity between both businesses and teams, this
transaction offers a solid value creation potential with significant synergies. It will also unlock
a new growth potential for the Group by strengthening our exposure to the most dynamic
industries across the U.S., and open up new opportunities for our diversified offerings
nationwide. We also further accelerate our asset rotation strategy and portfolio pruning with
an additional c.€2bn+ assets disposals in mature activities, leading to a total of €8.5bn of
asset rotation since the launch of GreenUp. This continued transformation of our portfolio
enhances the growth profile and strength of our Group, uniquely positioned to tackle the
sustained demand for environmental security", said Estelle Brachlianoff, Veolia’s Chief
Executive Officer.

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1
TSDFs owned by commercial operator
2
Adjusted and post IFRS 16
3
Proforma Veolia Hazardous Waste + Clean Earth 2025E


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Veolia announces its biggest and most transformative acquisition since the merger
with Suez both for its growth acceleration in the U.S. and for the U.S. Hazardous
waste. The Group has entered into an agreement with Enviri to acquire Clean Earth, a prime
asset in the U.S. hazardous waste sector. It will double Veolia’s US hazardous waste
footprint to create a number two player in a fast growing sector, with a nationwide
operational platform, wider market coverage and an advanced portfolio of technical
capabilities. It will also enable Veolia to strengthen its presence in fast growing industries
such as retail and healthcare allowing it to offer a full range of environmental services on a
nationwide basis.

Clean Earth is acquired for an Enterprise Value of $3bn (or ~€2.6bn), representing 9.8x
2026e EBITDA4 post run rate synergies. The transaction offers strong value creation for
shareholders with $120m of synergies by year 4, backed by Veolia’s solid track-record,
and current EPS accretion from year 2. Upon the completion of the acquisition the
Group’s Hazardous Waste revenue will reach €5.2bn with EBITDA margin of 17%5 and we
enhance our financial ambition for our Hazardous Waste activities, now targeting EBITDA
growth of at least 10%6 over 2024-27.

Fully aligned with its GreenUp program, the acquisition boosts Veolia’s growth ambitions
in the U.S. and in the hazardous waste sector, where the Group has expanded through a
series of recent acquisitions, with a proven track record of successful integration, and
continues to advance the company's broader US development goals. Overall, Veolia’s
revenue in the U.S. will reach $6.3bn7, reinforcing its international footprint.

The Hazardous waste treatment sector is particularly robust, especially in the United States,
where it is outperforming a challenging economic environment. It is an essential service for
key industries, particularly those undergoing transformation or reshoring production, such as
advanced manufacturing, semiconductors, clean-energy production, health care and
pharmaceuticals, etc. These shifts are driving strong demand, growth opportunities, and
underscoring the urgent need for effective treatment solutions, contributing to public health
and environmental security.

With its 82 locations, including 19 EPA8 permitted Treatment, Storage and Disposal Facilities
(TSDFs) and over 700 operating permits across the country, the Clean Earth portfolio is
highly complementary to Veolia’s one. The combined entity will accelerate synergies and
growth through greater efficiencies due to enhanced logistics and expanded treatment
capabilities and technologies, including PFAS treatment and new contaminants. It also
enables Veolia to further develop its business in underserved geographies like the Southeast
and Pacific Northwest.

The move is fully aligned with the dynamics of the GreenUp strategic program, as Veolia has
embarked on significant international expansion in key growth areas, pursuing both organic
growth and acquisitions. It will also accelerate the transformation of the Group's portfolio,
which began two years ago, with c.€4bn of asset rotation in 2024 and 2025. With Clean
Earth and the €2bn additional asset disposals we have decided, we will have achieved
c.€8.5bn of asset rotation since the launch of GreenUp.

The financing of the transaction will be in line with Veolia’s disciplined financing policy and
will be funded through the Group’s existing financial resources and debt. The Group remains

4
Adjusted and post IFRS 16
5
Proforma Veolia Hazardous Waste + Clean Earth 2025E
6
At constant forex
7
Proforma Veolia US + Clean Earth 2025E: $6.3bn revenue
8
Environmental Protection Agency


2
committed to retaining its BBB / Baa1 investment grade rating with a target financial
leverage around or slightly above 3x in 2026 and lower than or equal to 3x in 2027.
The transaction is aimed to close mid 2026, subject to the satisfaction of customary
conditions to a transaction of this nature, including approval by Enviri’s shareholders and
receipt of the necessary authorizations and regulatory approvals.
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KEY FIGURES


Clean Earth 2026E Financial KPIs9

Revenues $1,030m

EBITDA $200m


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ABOUT VEOLIA
Veolia group aims to become the benchmark company for ecological transformation. Present on five continents
with 215,000 employees, the Group designs and deploys useful, practical solutions for the management of water,
waste and energy that are contributing to a radical turnaround of the current situation. Through its three
complementary activities, Veolia helps to develop access to resources, to preserve available resources and to
renew them. In 2024, the Veolia group provided 111 million inhabitants with drinking water and 98 million with
sanitation, produced 42 million megawatt hours of energy and treated 65 million tonnes of waste. Veolia
Environnement (Paris Euronext: VIE) achieved consolidated revenue of 44.7 billion euros in 2024.
www.veolia.com

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IMPORTANT DISCLAIMER
Veolia Environnement is a corporation listed on the Euronext Paris. This press release 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 risks related to
customary provisions of divestiture transactions, 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 other risks described in the documents Veolia Environnement has filed with the Autorité des Marchés
Financiers (French securities regulator). 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 from Veolia Environnement a free copy of documents it filed (www.veolia.com) with the Autorités des
marchés financiers. This document contains "non‐GAAP financial measures". These "non‐GAAP financial
measures" might be defined differently from similar financial measures made public by other groups and should
not replace GAAP financial measures prepared pursuant to IFRS standards.

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9
Adjusted and post IFRS 16


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CONTACTS VEOLIA
VEOLIA GROUP PRESS RELATIONS ANALYSTS & INVESTORS
Laurent Obadia - Evgeniya Mazalova Selma Bekhechi - Ariane de Lamaze
Anna Beaubatie - Aurélien Sarrosquy Tel. + 33 (0)1 85 57 84 76 / 84 80
Charline Bouchereau investor-relations@veolia.com
presse.groupe@veolia.com




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