EMTN Terms of Access

SGS Nederland Holding B.V. (the “Issuer”)

EUR 2,000,000,000 Euro Medium Term Note Programme

Guaranteed by SGS S.A. (the “Guarantor”)

Here you will find information in respect of our EUR 2,000,000,000 Euro Medium Term Note Programme (the “Programme”) and notes issued thereunder (the “Notes”).

Before entering the following webpage, you must read the following Terms and Conditions which govern your use of and access to the website and acknowledge your agreement to them.

TERMS OF ACCESS

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF ACCESS (THE “TERMS AND CONDITIONS”), WHICH APPLY TO ALL PERSONS WHO VIEW THIS PAGE. THE TERMS AND CONDITIONS MAY BE ALTERED OR UPDATED. YOU SHOULD READ THEM IN FULL EACH TIME YOU VISIT THE SITE. BY ACCESSING THIS SITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS SITE OR ANY OF THE INFORMATION CONTAINED HEREIN.

THE NOTES REFERRED TO HEREIN ARE NOT INTENDED TO BE, AND SHOULD NOT BE, OFFERED OR SOLD TO RETAIL INVESTORS IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA OR TO INVESTORS IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD NOT BE LAWFUL.

Restrictions on access

Before accessing this website, you must confirm and acknowledge that:

(a)   the materials on this website are not directed at, and may not be viewed by or distributed to:

(i)    persons located or resident in the United States, its possessions or territories or persons who are U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)); or

(ii)   persons who are retail investors*; or

(iii) persons in the United Kingdom, except for persons who are not retail investors and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), or (ii) are otherwise persons to whom the materials may be lawfully communicated; or

(iv) persons in any Member State of the European Economic Area, except for persons who are not retail investors and who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended or superseded, the “EU Prospectus Regulation”); or

(v)   any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;

(b)   you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;

(c)   you will not offer or sell any Notes referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and

(d)   you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) of the United Kingdom with respect to anything done by you in relation to any Notes referred to on the website in, from or otherwise involving the United Kingdom.

Where acting as agent on behalf of a disclosed or undisclosed client in connection with the Notes, you make the foregoing confirmations and acknowledgements on behalf of yourself and your underlying client(s).

No offer or solicitation

Neither this site nor anything contained herein shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any Notes.

There shall be no offer, solicitation or sale of any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

EU MiFID II / UK MiFIR product governance: The Prospectus, Final Terms or other issuance document(s) in connection with a series of Notes referenced on the following website may include:

(i)      a legend regarding the product governance requirements under EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”) and associated laws and implementing measures (the “EU MiFID II Product Governance Requirements”); and/or

(ii)     a legend regarding the product governance requirements under (a) Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”); (b) the FCA Handbook Conduct of Business Sourcebook (“COBS”); and (c) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the “UK MiFIR Product Governance Requirements”).

Any such legend will outline a target market assessment made by one or more manufacturers in respect of such Notes and which channels for distribution of such Notes are appropriate. Any person subsequently offering, selling or recommending such Notes (a “distributor”) should take into consideration any such target market assessment; however, a distributor subject to the EU MiFID II Product Governance Requirements and/or the UK MiFIR Product Governance Requirements is responsible for undertaking its own target market assessment in respect of such Notes (by either adopting or refining the target market assessment made by the relevant manufacturer(s)) and determining appropriate distribution channels.

Any target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to the Notes.

For the avoidance of doubt, the target market assessment for any Notes does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to any Notes.

EU PRIIPS regulation / prohibition of sales to EEA retail investors - unless otherwise expressly specified in relation to any series of Notes, none of the Notes are intended to be offered, sold or otherwise made available to, and they 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 more) 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, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus Regulation. Consequently, unless otherwise expressly specified in relation to any series of Notes, no key information document required by Regulation (EU) no 1286/2014, as amended (the “EU PRIIPS Regulation”) for offering or selling any Notes or otherwise making Notes available to retail investors in the EEA has been prepared and therefore offering or selling any Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.

UK PRIIPS regulation / prohibition of sales to UK retail investors - unless otherwise expressly specified in relation to any series of Notes, none of the Notes are intended to be offered, sold or otherwise made available to, and they should not be offered, sold or otherwise made available to, any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, unless otherwise expressly specified in relation to any series of Notes, no key information document required by Regulation (EU) no 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling any Notes or otherwise making Notes available to retail investors in the UK has been prepared and therefore offering or selling any Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPS Regulation.

The UK PRIIPS Regulation, the EU PRIIPS Regulation, the UK MiFIR Product Governance Requirements and the EU MiFID II Product Governance Requirements, are, together, referred to herein as the “Regulations”. Persons accessing this website must ensure that they familiarise themselves with, understand and comply with all applicable requirements set out in the Regulations.

BY ACCESSING THIS WEBSITE you represent, warrant, agree with, and undertake to, the Issuer and the Guarantor that:

1. you are not a retail investor or acting on behalf of a retail investor; and
2. whether or not you are subject to the requirements of the Regulations, you will not take any action in respect of the Notes which would result in a violation of any of such requirements; and
3. you are a person or acting on behalf of a person to whom the materials on the website may be lawfully communicated.

Legal considerations

The distribution material on this site may be restricted by local law in jurisdictions other than the EEA and the United Kingdom and failure to comply with such restrictions may constitute a violation of the laws of any such other jurisdiction. Persons accessing this site should inform themselves about, and observe, any such restrictions. For example, restrictions may apply in the United States, Canada, Australia, South Africa, Singapore and Japan or any other jurisdiction where to do so would constitute a violation of the local securities laws and regulation.

THE NOTES REFERENCED ON THIS WEBSITE AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION IN THE EXCLUDED TERRITORIES. SUCH NOTES AND GUARANTEE MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR APPLICABLE LAWS OF OTHER JURISDICTIONS.

By accessing this site, you represent and warrant to the Issuer and the Guarantor that (i) you are not (and you are not acting for a person who is) resident in the United States and you are not accessing this site from inside the United States, and (ii) you are not a U.S. person, as defined in Regulation S under the Securities Act, and you are not acting for the account or benefit of a U.S. person.

Accuracy of Information

The material on this site has no regard to the specific investment objectives, financial situation or particular needs of any recipient and should not be relied on when making any investment decision. The information contained on the website is given at the date of such information and should not be taken to be accurate at any other time. Except for information that is required to be maintained from time to time by the Issuer and/or the Guarantor pursuant to the terms of issue of any relevant Notes or required by applicable law to be made public, the Issuer and the Guarantor are under no obligation to update or keep current the information on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.

This website and the materials contained on this website do not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before you enter into any transaction in relation to any Notes referred to on this website, you should obtain your own independent advice from your professional financial, accounting, legal, regulatory, tax or other advisers.

Each of the Issuer and the Guarantor disclaims, to the fullest extent permitted by law, any liability for any loss or damage howsoever arising from any use of this page or its contents (but this is without prejudice to the rights of an investor in the Notes in the event of a breach by the Issuer and/or the Guarantor of the terms of issue of such Notes).

The materials on this website are provided in electronic form. Information transmitted via this medium may be altered or changed during the process of transmission and neither the Issuer nor the Guarantor accepts any liability or responsibility whatsoever in the event of any such alteration or change during transmission.

Unauthorised use of this website or the materials on this website, including (without limitation) unauthorised access or misuse of any information posted to this website, is strictly prohibited.

Governing law and jurisdiction

These Terms and Conditions and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law. The English courts will have jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions.

If you are not permitted, or if you are in any doubt as to whether you are permitted, to view this site or the information contained herein, please exit this site.

I ACKNOWLEDGE AND CONFIRM THAT I HAVE READ, UNDERSTAND AND ACCEPT THE ABOVE TERMS AND CONDITIONS.