Bureau Veritas Undertakes

Bureau Veritas Undertakes a Buyback of c.0.8% of Its Shares Under the Accelerated Placement Announced by Wendel

Bureau Veritas, a global leader in the Testing, Inspection and Certification (TIC) industry, today announces its decision to acquire from Wendel a block of its own shares – which will amount to a maximum of EUR 100 million and represent circa 0.8% of its capital. This buyback is carried out by way of participation in the accelerated bookbuilding process to institutional investors, including Lac1, managed by Bpifrance, as announced by Wendel today. The transaction has been approved unanimously by the independent directors.

Wendel remains Bureau Veritas’ largest shareholder after the completion of this transaction, with c.26% of the share capital and c.41% of the voting rights. Lac1, managed by Bpifrance, will become a new cornerstone investor with c.4% of the share capital.

IMPLEMENTATION OF A BUYBACK BY THE COMPANY OF 0.8% OF ITS OWN SHARES

Following today's announcement by Wendel of its intention to sell c.18 million Bureau Veritas shares representing approximately 9% of the share capital - a total consideration amount of up to EUR 1.1 billion - by way of an accelerated bookbuilding process, Bureau Veritas announces that it has undertaken to participate by placing an irrevocable purchase order, at the placement price, for its own shares (representing approximately 0.8% of its share capital) for a maximum total amount of EUR 100 million. This order is part of the share buyback program authorized by Bureau Veritas shareholders at the Annual General Meeting of June 22, 2023, and which the Board of Directors decided to implement at its meeting of April 3, 2024.

The share buyback price will be equal to the price resulting from the placement procedure and the building of the order book. The Company will not participate in the determination of the price resulting from the order book.

With this buyback, the Company is making significant progress on its objective, announced at the time of the presentation of its strategic plan on March 20, 2024, of purchasing its own shares under the buyback program for a maximum amount of EUR 200 million in 2024. This buyback will accelerate the objective of improving returns to shareholders by increasing earnings per share.

The buyback will be financed in cash from the Group's available cash, and will not affect the Company's ability to implement the announced strategic plan, or its development and financing capacities.

In accordance with the purpose of the share buyback program approved by the Annual General Meeting, the shares bought back will be used for cancellation purposes and for any other purposes authorized by the Company’s shareholders at the Annual General Meeting of June 22, 2023.

ACQUISITION OF A STAKE IN THE COMPANY BY LAC1, MANAGED BY BPIFRANCE

Lac1, managed by Bpifrance, has announced its intention to acquire a c.4% stake in the Company's capital as part of the disposal transaction initiated by Wendel.

On April 3, 2024, the Board of Directors has authorized the execution of an agreement to be entered into between Lac1, managed by Bpifrance, and the Company, pursuant to which it will be agreed that following Lac1’s acquisition of a stake in the Company, the Board of Directors will propose the appointment of Bpifrance as an independent director at the Board of Directors of Bureau Veritas in compliance with the parity rules or, if such an appointment cannot be made immediately, as an observer.

Hinda Gharbi, Chief Executive Officer of Bureau Veritas, commented: “The transaction demonstrates both our strong confidence in Bureau Veritas’ growth potential and our commitment to increasing shareholder returns as presented during our Capital Markets Day held on March 20th, 2024. I thank Wendel for their continuous and active support, and I am delighted to welcome Lac1, managed by Bpifrance, a strong French institutional investor, as a new significant shareholder of Bureau Veritas and a member of the Company’s board of directors.”

About Bureau Veritas

Bureau Veritas is a world leader in inspection, certification, and laboratory testing services with a powerful purpose: to shape a world of trust by ensuring responsible progress.

With a vision to be the preferred partner for customers’ excellence and sustainability, the company innovates to help them navigate change.

Created in 1828, Bureau Veritas’ 83,000 employees deliver services in 140 countries. The company’s technical experts support customers to address challenges in quality, health and safety, environmental protection, and sustainability.

Bureau Veritas is listed on Euronext Paris and belongs to the CAC 40 ESG, CAC Next 20, SBF 120 indices and is part of the CAC SBT 1.5° index. Compartment A, ISIN code FR 0006174348, stock symbol: BVI.