REGISTRATION DOCUMENT 2014 Summary PRESENTATION OF THE GROUP 5 FINANCIAL STATEMENTS 115 1.1 General overview of the Group 6 1.2 Selected financial information 9 4.1 IFRS consolidated Financial Statements at December 31, 2014 116 1.3 History 12 4.2 Bureau Veritas SA statutory financial statements 184 1.4 The TIC industry 13 4.3 Additional information regarding the Company in 1.5 The Group's competitive advantages 17 view of the approval of the 2014 financial 1.6 Strategy 20 statements 211 1.7 Presentation of business activities 23 1.8 Accreditations, approvals and authorizations 42 1.9 Significant contracts 43 1.10 Research and development, patents and licenses 44 1.11 Information and management systems 44 CORPORATE SOCIAL 1.12 Risk factors 45 RESPONSIBILITY 215 1.13 Legal, administrative, government and arbitration procedures and investigations 54 5.1 Societal information 217 1.14 Insurance 55 5.2 Social information 223 5.3 Health, Safety and Environment 230 5.4 Information gathering methods 236 5.5 Cross-reference index 238 CORPORATE 5.6 Opinion of the independent auditor 240 GOVERNANCE 57 2.1 Corporate Officers and members of the Executive Committee 59 2.2 Report of the Chairman of the Board of Directors 67 INFORMATION ON THE 2.3 Executive officers’ remuneration 84 COMPANY AND THE 2.4 Interests of Executive Corporate Officers, Directors and certain employees 93 CAPITAL 243 6.1 General information 244 6.2 Simplified Group organizational structure as of December 31 245 6.3 Subsidiaries and other equity participations 246 MANAGEMENT REPORT 99 6.4 Intra-Group contracts 249 6.5 Industrial franchise, brand royalties and expertise 3.1 Highlights of the financial year 100 licensing contracts 250 3.2 Change in activity and results 101 6.6 Share capital and voting rights 250 3.3 Cash flows and sources of financing 107 6.7 Shareholder structure 255 3.4 Events after approval of the financial statements 113 6.8 Stock market information 257 3.5 Significant changes in financial and commercial 6.9 Documents available to the public 259 conditions 113 6.10 Related-party transactions 259 3.6 2015 Outlook 113 6.11 Articles of incorporation and by-laws 262 6.12 Persons responsible 266 6.13 Statutory Auditors 267 6.14 Cross-reference index 269 Components of the Annual Financial Report are identified in this table of contents with the sign RFA INCORPORATING THE ANNUAL FINANCIAL REPORT FINANCIAL THE ANNUAL INCORPORATING Copies of this Registration Document are available free of charge from the registered office of Bureau Veritas at 67-71 Boulevard du Château – 92200 Neuilly-sur-Seine – France. It may also be consulted on the Bureau Veritas website (www.bureauveritas.com) and on the AMF website (www.amf-france.org). Pursuant to article 28 of Commission Regulation (EC) No. 809/2004, the following information is included by reference in this Registration Document: • the management report, the consolidated financial statements for the 2013 financial year as well as the corresponding audit report set out on pages 97 to 112, 113 to 174 and 175 of the Registration Document filed with the AMF on March 28, 2014 under number D.14-0231; • the management report, the consolidated financial statements for the 2012 financial year as well as the corresponding audit report set out on pages 89 to 103, 105 to 169 and 170 of the Registration Document filed with the AMF on March 22, 2013 under number D.13-0205. This document is a non-certified translation of the French Language Document de référence 2014, submitted to the Autorité des marchés financiers (AMF) on March 23, 2015 in accordance with article 212-13 of its General Regulation. It may be used in support of a financial transaction only where it is supplemented by a prospectus approved by the AMF. It was drawn up by the issuer and binds the signatories. Bureau Veritas - Registration Document 2014 3 4 Bureau Veritas - Registration Document 2014 PRESENTATION OF THE GROUP 1.1 General overview of the 1.10 Research and Group 6 development, patents and licenses 44 1.2 Selected financial information 9 1.11 Information and management systems 44 1.3 History 12 1.12 Risk factors 45 1.4 The TIC industry 13 1.13 Legal, administrative, 1.5 The Group's competitive government advantages 17 and arbitration 1.6 Strategy 20 procedures 1.7 Presentation of business and investigations 54 activities 23 1.14 Insurance 55 1.8 Accreditations, approvals and authorizations 42 1.9 Significant contracts 43 Components of the Annual Financial Report are identified in this table of contents with the sign RFA Bureau Veritas - Registration Document 2014 5 PRESENTATION OF THE GROUP General overview of the Group 1.1 GENERAL OVERVIEW OF THE GROUP MISSION Bureau Veritas is a world-leading provider of testing, inspection and certification services. Serving a wide range of industries, the Group operates a global network of approximately 1,400 offices and laboratories, present in more than 140 countries, and with 66,500 employees. Bureau Veritas helps its clients to protect their brand, manage their risks and improve their performance by providing services that determine whether their assets, products, and processes meet standards and regulations in terms of quality, health and safety, environmental protection and social responsibility (“QHSE”). SERVICES Bureau Veritas offers three main types of services: Bureau Veritas’ services apply to: Testing and analysis, which determine the characteristics of the• Assets (about 44% of Bureau Veritas’ revenue in 2014), such as: product or material, in a laboratory or on-site. The aim is to ensure that ships (Marine), the products or materials have the required properties in terms of safety • and quality and that they comply with specifications and the applicable • buildings and facilities (Construction and In-Service Inspection and rules and regulations. Verification Service), Bureau Veritas carries out testing and analysis in three main sectors: • power plants, refineries, pipelines, and other industrial commodities, consumer products and industrial equipment. installations (Industry); Inspection is the on-site assessment of a product, an asset or a system, • Products (44%), such as: to check compliance with certain pre-defined criteria. Inspections cover consumer goods sold by general or specialized retailers a wide range of services designed to reduce risk, control quality, verify • (Consumer Products), quantities and meet regulatory requirements. This includes visual inspections, as well as verification of documents, manufacturing • raw materials – i.e. oil, petrochemical products, minerals, metals, supervision and electrical and mechanical controls. agricultural commodities (Commodities), Certification attests to conformity with specific requirements and is • imported/exported merchandise, in connection with international delivered by an accredited organization. It provides a guarantee from an trade transactions (Government Services & International Trade); independent third party that a product, service or management system Systems (12%), such as: complies with a specific set of standards. Certification enables • companies to strengthen their reputation, access new markets, or • conventional QHSE management systems (ISO 9001, 14001, simply carry out their activities. Bureau Veritas offers certification OHSAS 18001), services that apply to management systems, products and staff. • sector-specific QHSE management systems (automotive, aeronautics, food, etc.), • supply chain management including audit of suppliers. The Group’s different business lines enable it to support its clients throughout the lifecycle of their assets, products and infrastructure, and in the continuous improvement of their processes. Depending on the clients’ needs and the regulatory framework, Bureau Veritas acts as a “third party,” i.e. as an independent body, with reports and certificates independent of contractual obligations, or a “second party,” i.e. working for and under the direction of the customer. 6 Bureau Veritas - Registration Document 2014 PRESENTATION OF THE GROUP General overview of the Group CLIENTS Bureau Veritas has more than 400,000 clients. It operates in a wide range of industries, including aerospace, automotive, construction, real estate, 1 consumer products, electrical and electronic engineering, agrifood, government and public sector organizations, industrial equipment, maritime, oil and gas, process engineering, mining, retail, services, transport and infrastructure. The services delivered by Bureau Veritas, cover four areas of value creation for its clients: OBTAINING A LICENCE TO OPERATE Companies must be able to show that they are compliant with a large number of rules and regulations. Bureau Veritas offers them its in-depth knowledge of the regulations applicable to their businesses, and as an independent third party, is able to verify their compliance. This enables client companies to operate and develop their businesses in full compliance with local and international regulatory requirements. REDUCING RISKS Managing risk in the areas of quality, health and safety, the environment and social responsibility improves the efficiency and performance of organizations. Bureau Veritas helps its clients to identify these risks and to mitigate them, from the project planning stage to implementation. IMPROVING SUPPLY CHAIN PERFORMANCE The supply chains for consumer products and industrial equipment are becoming increasingly international, mobile and complex. Assessing suppliers, monitoring production and checking