par BUREAU VERITAS (EPA:BVI)
BUREAU VERITAS – Nouvelle émission obligataire de 700 millions d'euros à échéance septembre 2027 - final terms (en anglais)
MiFID II product governance / Professional investors and eligible counterparties only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients only, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended or superseded (“IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
Final Terms dated 7 September 2026
BUREAU VERITAS S.A.
Legal entity identifier (LEI): 969500TPU5T3HA5D1F11
SERIES NO: 2
TRANCHE NO: 1
Issue of €700,000,000 4.125 per cent. Notes due 9 September 2034
Under the Euro Medium Term Note Programme
for the issue of Notes
Issue Price: 99.386 per cent.
BofA SECURITIES
BARCLAYS
COMMERZBANK
HSBC
NATWEST
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
UNICREDIT
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 11 May 2026 which received approval no. 26-136 on 11 May 2026 from the Autorité des marchés financiers (the “AMF”) and the first supplement to it dated 31 July 2026 which received approval no. 26-301 on 31 July 2026 from the AMF which together constitute a base prospectus (the “Base Prospectus”) for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing on the website of the Issuer (https://group.bureauveritas.com) and on the website of the AMF (www.amf-france.org).
| (1) | Issuer: | Bureau Veritas S.A. |
| (2) | (i) Series Number: | 2 |
| (ii) Tranche Number: | 1 | |
| (iii) Date on which the Notes become fungible: | Not Applicable | |
| (3) | Specified Currency or Currencies: | Euro (“€”) |
| (4) | Aggregate Nominal Amount: | |
| (i) Series: | €700,000,000 | |
| (ii) Tranche: | €700,000,000 | |
| (5) | Issue Price: | 99.386 per cent. of the Aggregate Nominal Amount |
| (6) | Specified Denomination: | €100,000 |
| (7) | (i) Issue Date: | 9 September 2026 |
| (ii) Interest Commencement Date: | Issue Date | |
| (8) | Maturity Date: | 9 September 2034 |
| (9) | Interest Basis: | 4.125 per cent. Fixed Rate (further particulars specified below) |
| (10) | Redemption Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. |
| (11) | Put/Call Options: | Make-Whole Redemption by the Issuer Residual Maturity Call Option Clean-up Call Option by the Issuer Put Option in case of Change of Control (further particulars specified below) |
| (12) | Dates of the corporate authorisations for issuance of Notes obtained: | Resolution of the Board of Directors (Conseil d’Administration) of the Issuer dated 21 April 2026 and decision of François Chabas in his capacity as Executive Vice President Finance of the Issuer dated 2 September 2026. |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| (13) | Fixed Rate Note Provisions | Applicable |
| (i) Rate of Interest: | 4.125 per cent. per annum payable annually in arrear on each Interest Payment Date | |
| (ii) Interest Payment Date(s): | 9 September in each year from and including 9 September 2027 to and including the Maturity Date. | |
| (iii) Fixed Coupon Amount: | 4,125 € per Specified Denomination | |
| (iv) Broken Amount(s): | Not Applicable | |
| (v) Day Count Fraction (Condition 5(a)): | Actual/Actual-ICMA | |
| (vi) Determination Dates (Condition 5(a)): | 9 September in each year | |
| (14) | Floating Rate Note Provisions | Not Applicable |
| (15) | Zero Coupon Note Provisions | Not Applicable |
| (16) | Inflation Linked Notes Provisions relating to CPI or HICP Linked Interest | Not Applicable |
PROVISIONS RELATING TO REDEMPTION
| (17) | Call Option (Condition 6(e)) | Not Applicable |
| (18) | Make-Whole Redemption by the Issuer (Condition 6(b)) | Applicable |
| (i) Notice period: | As per the Conditions | |
| (ii) Reference Security: | German Government Bund DBR 2.600 per cent. due 15 August 2034 (ISIN Code: DE000BU2Z031) | |
| (iii) Reference Dealers: | As per the Conditions | |
| (iv) Similar Security: | ||
| (v) Method of determination of the Redemption Rate: | As per the Conditions Reference Screen Rate | |
| (vi) Reference Screen Page: | Bloomberg HP page for the Reference Security (with the settings "Mid YTM” and "Daily"). | |
| (vii) Redemption Margin: | +0.15 per cent. | |
| (19) | Acquisition Event Call Option (Condition 6(h)) | Not Applicable |
| (20) | Residual Maturity Call Option (Condition 6(c)) | Applicable |
| (i) Residual Maturity Call Option Date: | 90 calendar days before Maturity Date | |
| (ii) Optional Redemption Amount: | As per the Conditions | |
| (iii) Notice period: | As per the Conditions | |
| (iv) If redeemable in part: | Not Applicable | |
| (21) | Clean-up Call Option by the Issuer (Condition 6(d)) | Applicable Optional Redemption Amount: As per the Conditions |
| (22) | Put Option (Condition 6(g)) | Not Applicable |
| (23) | Put Option in case of Change of Control (Condition 6(i)) | (i) Optional Redemption Amount: Applicable €100,000 per Note |
| (24) | Inflation Linked Notes – Provisions relating to the Final Redemption Amount: | Not Applicable |
| (25) | Final Redemption Amount of each Note | €100,000 per Note |
| (26) | Early Redemption Amount Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(k)), for illegality (Condition 6(o)) or for an event of default (Condition 9): | As per Conditions |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
| (27) | Form of Notes: | Dematerialised Notes |
| (i) Form of Notes: | bearer form (au porteur) | |
| (ii) Registration Agent: | Not Applicable | |
| (28) | Financial Centre(s) (Condition 7(d)): | Not Applicable |
| (29) | Redenomination, provisions: | Not Applicable |
| (30) | Purchase in accordance with Article L. 213-0-1 and D. 213-0-1 of the French Code monétaire et financier: | Not Applicable |
| (31) | Masse (Condition 11): Name and address of the Representative: | MASSQUOTE S.A.S.U. 529 065 880 RCS Nanterre 33, rue Anna Jacquin 92100 Boulogne Billancourt France Represented by its Chairman Contact: massquote@gmail.com The Representative will receive a remuneration of €500 per year (VAT excluded). |
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of Bureau Veritas S.A.:
Duly authorised by: Bruno Chambriard, Vice President Group Treasurer
PART B – OTHER INFORMATION
1. ADMISSION TO TRADING
| (i) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date. |
| (ii) | Estimate of total expenses related to admission to trading: | €9,100.00 |
2. RATINGS
Ratings: The Notes to be issued have been rated:
Moody's Investors Service Espana, S.A. (Moody’s): A3
Pursuant to Moody’s definitions, obligations rated "A" are considered upper-medium-grade and are subject to low credit risk. The addition of the modifier "3" indicates a ranking in the lower end of that generic rating category.
Moody’s is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) (the “CRA Regulation”) and is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/credit-ratingagencies/cra-authorisation) in accordance with CRA Regulation.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS
| (i) | Use of proceeds: | The net proceeds will be used for the Issuer’s general corporate purposes including refinancing of upcoming maturities |
| (ii) | Estimated net proceeds: | €694,302,000 |
5. YIELD
Indication of yield: 4.217 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
6. OPERATIONAL INFORMATION
| ISIN: | FR001401ARS3 |
| Common Code: | 349885310 |
| Depositaries: | |
| (i) Euroclear France to act as Central Depositary: | Yes |
| (ii) Common Depositary for Euroclear Bank SA/NV and Clearstream Banking S.A.: | No |
| Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): | Not Applicable |
| Delivery: | Delivery against payment |
| Names and addresses of additional Paying Agent(s) (if any): | Not Applicable |
7. DISTRIBUTION
| (i) | Method of distribution: | Syndicated |
| (ii) | If syndicated: | |
| (A) Names of Managers: | BofA SECURITIES EUROPE SA BARCLAYS BANK IRELAND PLC COMMERZBANK AKTIENGESELLSCHAFT HSBC CONTINENTAL EUROPE NATWEST MARKETS N.V. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK GMBH | |
| (B) Stabilisation Manager(s) if any: | Not Applicable | |
| (iii) | If non-syndicated, name and address of Dealer: | Not Applicable |
| (iv) | US Selling Restrictions (Categories of potential investors to which the Notes are offered): | Reg. S Compliance Category 2 applies to the Notes. The rules of the United States Tax Equity and Fiscal Responsibility Act of 1982 do not apply to the Notes. |