Prospectus dated 20 June 2025




€ 500,000,000 3.625 per cent. Notes due 24 June 2030
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Issue Price: 99.556 per cent.
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The € 500,000,000 3.625 per cent. notes of SEB S.A. (the "Issuer") maturing on 24 June 2030 (the "Notes") will be issued on 24 June
2025 (the "Issue Date").
Interest on the Notes will accrue from, and including, the Issue Date at the rate of 3.625 per cent. per annum, payable annually in arrear
on 24 June in each year, and for the first time on 24 June 2026, as further described in "Terms and Conditions of the Notes – Interest"
of this Prospectus.
Unless previously redeemed or purchased and cancelled in accordance with the terms and conditions of the Notes, the Notes will be
redeemed at their principal amount on 24 June 2030 (the "Maturity Date"). The Notes may, and in certain circumstances shall, be
redeemed before the Maturity Date, in whole but not in part, at their principal amount together with any accrued interest, in the event
that certain French taxes are imposed (see "Terms and Conditions of the Notes — Redemption and Purchase – Redemption for Taxation
Reasons"). The Notes may also be redeemed at the option of the Issuer (i) in whole or in part at any time prior to the Pre-Maturity Call
Option Date, at the relevant Make-whole Redemption Amount (see "Terms and Conditions of the Notes—Redemption and Purchase –
Make-whole redemption option") or (ii) in whole but not in part at their principal amount together with any interest accrued thereon, in
the event that at least 75% of the initial aggregate principal amount of Notes has been redeemed or purchased and cancelled by the
Issuer prior to the Maturity Date (see "Terms and Conditions of the Notes — Redemption and Purchase – Clean up call option") or (iii)
in whole but not in part at their principal amount together with any interest accrued thereon, during the three (3) months period prior
to the Maturity Date (see "Terms and Conditions of the Notes — Redemption and Purchase – Pre-maturity call option"). In addition,
Noteholders (as defined in "Terms and Conditions of the Notes") will be entitled, in the event of a Change of Control of the Issuer, to
request the Issuer to redeem all or part of their Notes at their principal amount together with any accrued interest thereon, all as defined,
and in accordance with the provisions set out in "Terms and Conditions of the Notes – Change of Control".
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of € 100,000 each. Title to the Notes will be
evidenced in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book-entry
form. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et
financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France ("Euroclear
France") which shall credit the accounts of the Account Holders. "Account Holder" shall mean any authorised intermediary institution
entitled to hold, directly or indirectly, securities accounts on behalf of its customers with Euroclear France, and includes Euroclear
Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, SA ("Clearstream").
This document (including all the information incorporated by reference therein) constitutes a prospectus (a "Prospectus") for the
purposes of Article 6 of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") and has been prepared for the purpose
of giving information with respect to the Issuer and its subsidiaries taken as a whole (the "Group") which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer
and the Group, the rights attaching to the Notes and the reason for the issuance and its impact on the Issuer.
This Prospectus has been approved by the Autorité des marchés financiers ("AMF") in France in its capacity as competent authority
pursuant to the Prospectus Regulation and received the approval number no. 25-230 on 20 June 2025 and will be valid until the date
of admission of the Notes to trading on Euronext Paris. The obligation to supplement the Prospectus in the event of significant new
factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. The AMF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to Euronext Paris for the Notes to be admitted to trading on the regulated market of Euronext Paris
("Euronext Paris") with effect as from the Issue Date. Euronext Paris is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU, as amended, appearing on the list of regulated markets issued by the European Securities and
Markets Authority ("ESMA").
Neither the Notes nor the long term debt of the Issuer are rated.
So long as any of the Notes are outstanding, copies of this Prospectus and all the documents incorporated by reference herein will be
available on the website of the Issuer (www.groupeseb.com) and of the AMF (www.amf-france.org), save for the First Quarter 2025
Results Press Release which will only be available on the website of the Issuer.
Prospective investors should review all the information contained or incorporated by reference in this Prospectus and, in
particular, the information described in the section headed "Risk Factors" in this Prospectus.
Global Coordinators
BNP PARIBAS CIC Market Solutions
Crédit Agricole CIB Natixis

Joint Lead Managers
BNP PARIBAS CIC Market Solutions
Citigroup Commerzbank
Crédit Agricole CIB HSBC
Natixis
This Prospectus constitutes a prospectus for the purposes of Article 6 of the Prospectus Regulation. This Prospectus is to be read and
construed in conjunction with any supplement, that may be published from time to time between the date of this Prospectus and the
date of admission to trading of the Notes on Euronext Paris, and with all the information incorporated by reference herein (see
"Documents Incorporated by Reference" section).

Other than in relation to the documents which are deemed to be incorporated by reference (see section "Documents Incorporated by
Reference"), the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been
scrutinised or approved by the AMF.

The Joint Lead Managers (as defined in "Subscription and Sale" below) have not separately verified the information contained or
incorporated by reference in this Prospectus. None of the Joint Lead Managers makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information contained or incorporated by
reference in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution or for
any other statement, made or purported to be made by the Joint Lead Managers or on their behalf in connection with the Issuer or the
offering and issue of the Notes.
Neither this Prospectus nor any other information supplied in connection with the offering of the Notes is intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by, or on behalf of, any of the Issuer or the Joint
Lead Managers that any recipient of this Prospectus or any other financial statements should purchase the Notes.
No person is authorised to give any information or to make any representation related to the issue, offering or sale of the Notes not
contained in this Prospectus. Any information or representation not so contained herein must not be relied upon as having been
authorised by, or on behalf of, the Issuer or the Joint Lead Managers. The delivery of this Prospectus or any offering or sale of Notes
at any time does not imply (i) that there has been no change with respect to the Issuer or the Group, since the date hereof and (ii) that
the information contained or incorporated by reference in it is correct as at any time subsequent to its date.

The Prospectus and any other information relating to the Issuer or the Notes should not be considered as an offer, an invitation, a
recommendation by any of the Issuer or the Joint Lead Managers to subscribe or purchase the Notes. Each prospective investor of
Notes should determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes should be
based upon such investigation as it deems necessary. None of the Joint Lead Managers undertakes to review the financial or general
condition of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or prospective
investor in the Notes of any information coming to its attention. Investors should review, inter alia, the information incorporated by
reference into this Prospectus when deciding whether or not to subscribe for or to purchase the Notes. Investors should in particular
conduct their own analysis and evaluation of risks relating to the Issuer, its business, its financial condition and the issued Notes and
consult their own financial or legal advisers about risks associated with investment Notes and the suitability of investing in the Notes
in light of their particular circumstances. Potential investors should read carefully the section entitled "Risk Factors" set out in this
Prospectus before making a decision to invest in the Notes. None of the Joint Lead Managers acts as a fiduciary to any investor or
potential investor in the Notes.

The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be restricted by law or
regulation. The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or that any
Notes may be lawfully offered or sold, in compliance with any applicable registration or other requirements in any such jurisdiction,
or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution, offering or sale.
In particular, no action has been taken by the Issuer or any of the Joint Lead Managers which is intended to permit a public offering
of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Note may
be offered or sold, directly or indirectly, and neither this Prospectus nor any offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe
any such restrictions. For a further description of certain restrictions on offers and sales of Notes and distribution of this Prospectus
and of any other offering material relating to the Notes, see "Subscription and Sale" below.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor with
any securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exceptions, the Notes may
not be offered, sold or delivered directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act (the "Regulation S")). Accordingly, the Notes will be offered and sold outside the
United States to non U.S. persons in offshore transactions in reliance on Regulation S.

This Prospectus has been prepared on the basis that any offer of the Notes in the United Kingdom (the "UK") will be made pursuant
to an exemption under Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "EUWA") (the "UK Prospectus Regulation") from a requirement to publish a prospectus for offers of Notes. This
Prospectus is not a prospectus for the purpose of the UK Prospectus Regulation.

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 (the
"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 Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97,
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.




2
PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For
these purposes, a "retail investor" means a person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act ("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 UK domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") 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 the UK PRIIPs Regulation.

EU 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, taking into account the five (5) categories referred to in item 19 of the Guidelines published by the European
Securities and Markets Authority ("ESMA") on 3 August 2023, has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in 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 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 only eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as
it forms part of 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 manufacturers’ 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 manufacturers’ target market assessment) and determining appropriate distribution channels.

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of such investor's own circumstances. In
particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in
the Notes and the information contained or incorporated by reference in this Prospectus;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation,
an investment in the Notes and the impact such investment will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the
currency for principal or interest payments is different from the potential investor’s currency;

(iv) understand thoroughly the terms of the Notes; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and
other factors that may affect its investment and its ability to bear the relevant risks.

Some potential investors are subject to restricting investment laws and regulations. These potential investors should consult their legal
counsel in order to determine whether investment in the Notes is authorised by law, whether such investment is compatible with their
other borrowings and whether other selling restrictions are applicable to them. Financial institutions should consult their legal counsel
or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar
rules.

Taxation

Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other documentary charges or
duties in accordance with the laws and practices of the country where the Notes are transferred or other jurisdictions. In some
jurisdictions, no official statements of the tax authorities or court decisions may be available for financial instruments such as the
Notes. Potential investors are advised to ask for their own tax adviser's advice on their individual taxation with respect to the
acquisition, holding, sale and redemption of the Notes. Only these advisers are in a position to duly consider the specific situation of
the potential investor.




3
Absence of rating

Neither the Notes nor the long term debt of the Issuer are rated. One or more independent credit rating agencies may assign credit
ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional risk factors
discussed below, and other factors that may affect the value of the Notes. A rating or the absence of a rating is not a recommendation
to buy, sell or hold securities.




4
TABLE OF CONTENTS

RISK FACTORS ............................................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................... 12
TERMS AND CONDITIONS OF THE NOTES .......................................................................................................... 16
USE OF PROCEEDS ..................................................................................................................................................... 27

DESCRIPTION OF THE ISSUER................................................................................................................................ 28
RECENT DEVELOPMENTS ....................................................................................................................................... 29
SUBSCRIPTION AND SALE........................................................................................................................................ 30

GENERAL INFORMATION ........................................................................................................................................ 33
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ......................... 35




5
RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes and
may be material for the purpose of assessing the market risks associated with the Notes are also described
below. All of these factors are contingencies which may or may not occur.

Factors which the Issuer believes are specific to the Issuer and/or the Notes and material for an informed
investment decision with respect to investing in the Notes are also described below.

The following are certain risk factors relating to the Issuer and the Notes of which prospective investors should
be aware. Prior to making an investment decision, prospective investors should consider carefully all the
information set out and incorporated by reference in this Prospectus, including in particular the risk factors
detailed below, and consult with their own financial and legal advisors as to the risks entailed by an investment
in the Notes. The following statements are not exhaustive and there may be other risks, either wholly or partly
unknown or of which the occurrence is not considered as at the date hereof to be likely to have a material
adverse effect on the Issuer, its operations, its financial situation and/or its results, which could have an effect
on the Issuer's ability to fulfil its obligations under the Notes. In addition, investors should be aware that the
risks described may be combined and thus interrelated with one another. Prospective investors should make
their own independent evaluations of all investment considerations and should also read the detailed
information set out elsewhere in this Prospectus.

In each sub-category below, the most material risk factors are listed below in a manner that is consistent with
the Issuer’s assessment of the expected magnitude of their negative impact and the probability of their
occurrence.

Terms defined in the section "Terms and Conditions of the Notes" of this Prospectus shall have the same
meaning where used below.

1. Risks relating to the Issuer

Risks factors linked to the Issuer and its activity are described in pages 60 to 69 of the 2024 Universal
Registration Document which is incorporated by reference herein, and include the following:

- operational risks (including cybersecurity and information systems failure risk, volatility risk,
macroeconomic, geopolitical and regulatory risks, compliance risk and fraud, risk related to attracting and
retaining talent and risk related to the ability to meet the logistical expectations of customers);

- industrial and environmental risks (including risk related to adaptation to new product regulations, risk
related to maintaining the competitiveness of plants, risk of business interruption, risk related to the
environment and global warming, risk related to employee health and safety and risk related to consumer
health and safety); and

- strategic risks (including risk related to innovation and intellectual property, risk associated with changes
in the distribution industry, image and reputational risk and risk related to competition and concentration
in the Small Domestic Equipment market).

2. Risks relating to the Notes

(a) Risks related to the particular structure of the Notes

The Notes are not protected by restrictive covenants and the Issuer may incur additional indebtedness

The Notes do not restrict the Issuer from incurring additional debt. As contemplated in Condition 3, the Terms
and Conditions of the Notes contain a negative pledge that prohibits the Issuer and its Material Subsidiaries in
certain circumstances from creating security over assets, but only to the extent that such is used to secure other
notes or similar listed (or capable of being listed) or quoted debt instruments and unless at the same time, or
prior thereto, the Notes are equally and rateably secured therewith. Therefore, debt of the Issuer or any Material



6
Subsidiary under credit facilities or any other debt that is not in the form of notes or similar listed (or capable
of being listed) on a regulated market or another assimilated market can be secured without the obligation to
secure the Notes on an equal and rateable basis. The Terms and Conditions of the Notes do not contain any
other covenants restricting the operations of the Issuer, or its ability to distribute dividends. The Issuer’s
Subsidiaries are not bound by obligations of the Issuer under the Notes and are not guarantors of the Notes.

The Issuer and its Material Subsidiaries may incur significant additional debt that could be considered senior
to, or rank equally with, the Notes. The absence of limitation on issuing further debt may not provide sufficient
protection for Noteholders which could materially and negatively impact the Noteholders and increase the risk
of losing all or part of their investment in the Notes.

The Notes may be redeemed prior to maturity

In the event that the Issuer would be obliged to pay additional amounts in respect of any Notes due to any
withholding as provided in "Terms and Conditions of the Notes - Redemption for Taxation Reasons", the Issuer
may and, in certain circumstances shall, redeem all of the Notes then outstanding in accordance with such
Condition.

The Terms and Conditions of the Notes also provide that the Notes are redeemable at the option of the Issuer
in certain other circumstances (see "Terms and Conditions of the Notes - Make-whole redemption option",
"Terms and Conditions of the Notes - Pre-maturity call option" and "Terms and Conditions of the Notes -
Clean up call option") and, accordingly, the Issuer may choose to redeem the Notes at times when prevailing
interest rates may be relatively low.

Any early redemption of the Notes may result, for the Noteholders, in a yield that is considerably lower than
anticipated. In addition, Noteholders may not be able to reinvest the moneys they receive upon such early
redemption in securities with the same yield as the redeemed Notes. In particular, with respect to the Clean up
Call Option, there is no obligation on the Issuer to inform Noteholders if and when 75% of the initial aggregate
principal amount of the Notes outstanding have been, or are about to be, redeemed or purchased and cancelled,
and the Issuer’s right to redeem will exist notwithstanding that immediately prior to the serving of a notice in
respect of the exercise of the Clean up Call Option, the Notes may have been trading significantly above par,
thus potentially resulting in a loss of profit in connection with the Notes.

The early redemption at the option of the Issuer may affect negatively the market value of the Notes. During
any period when the Issuer may (or may be expected to) elect to redeem the Notes, the market value of the
Notes generally will not rise substantially above the price at which they can be redeemed.

The Issuer may choose to redeem the Notes at times when prevailing interest rates may be relatively low. In
such circumstances a Noteholder may not be able to reinvest the redemption proceeds in a comparable security
at an effective interest rate as high as that of the relevant Notes and may only be able to reinvest at a
significantly lower rate. The price at which a Noteholder will be able to sell the Notes prior to maturity may
be at a discount, which could be substantial, from the issue price or the purchase price paid by such purchaser.

Furthermore, the exercise of the Make-whole Redemption Option by the Issuer, pursuant to Condition 5(c),
may be subject to certain refinancing conditions referred to in the notice published by the Issuer in connection
thereto. Should the refinancing condition, if applicable, not be satisfied, the notice of exercise of the Make-
Whole Redemption Option by the Issuer will be revoked and the Notes will not be redeemed, which may have
a negative impact on the Noteholders as the market price of the Notes is likely to fall below the expected Make-
whole Redemption Amount.

All of the above may cause the investment in the Notes to be less profitable than expected for Noteholders. In
such case, Noteholders carry no risk of capital loss, but a decrease in the gain that the Notes could have brought
them.

Exercise of put option or notice of event of default in respect of certain Notes may affect the liquidity of the
Notes in respect of which such put option is not exercised or a notice of Event of Default is not given

In the event of a Change of Control of the Issuer (as more fully described in "Terms and Conditions of the



7
Notes - Change of Control"), each Noteholder will have the right to request the Issuer to redeem all or part of
its Notes at their principal amount together with any accrued interest thereon.

In the event of an Event of Default, each Noteholder will have the right at its sole option to request the Issuer
to redeem all the Notes (but not some only) held by it at their principal amount together with any accrued
interest (subject to certain conditions, all as more fully described "Terms and Conditions of the Notes – Events
of Default").

Depending on the number of Notes in respect of which the put option is exercised or in respect of which notice
of an Event of Default is given as provided in Condition 9, any trading market in respect of those Notes in
respect of which such put option is not exercised or no notice of Event of Default is given may become illiquid.
Therefore, Noteholders not having exercised their put option or not having given their notice of Event of
Default may not be able to sell their Notes on the market and may have to wait until the Maturity Date to obtain
redemption of their investments in the Notes, which may have a negative impact on the Noteholders and reduce
the profits anticipated by the Noteholders at the time of the issue. As a result, a Noteholder may not be able to
resell its Notes without incurring a significant discount from the nominal value of the Notes. In addition,
Noteholders having exercised their put option may not be able to reinvest the moneys they receive upon such
early redemption in securities with the same yield as the redeemed Notes.

Exercise of the Make-whole Redemption Option by the Issuer in respect of the Notes may affect the liquidity of
the Notes in respect of which such option is not exercised

The Issuer has the option to exercise the Make-whole Redemption Option in part (as more fully described in
"Terms and Conditions of the Notes - Make-whole redemption option ").

If the Issuer decides to redeem the Notes in part, such partial redemption shall be effected by the application
of a pool factor (corresponding to a reduction of the nominal amount of all such Notes in proportion to the
aggregate nominal amount redeemed) on such day.

Depending on the aggregate nominal amount of Notes so redeemed, any trading market in respect of these
Notes may become illiquid. In addition, Noteholders may only be able to reinvest the moneys they receive
upon such early redemption in securities with a lower yield than the redeemed Notes.

Purchases by the Issuer in the open market or otherwise (including by tender and/or exchange offer) in respect
of certain Notes may affect the liquidity of the Notes which have not been so purchased

Depending on the number of Notes purchased by the Issuer (as more fully described in "Terms and Conditions
of the Notes - Purchases"), any trading market in respect of those Notes that have not been so purchased may
become illiquid.

Therefore, Noteholders still holding the Notes after such purchase(s) may not be able to resell their Notes on
the market without incurring a significant discount from the nominal value of the Notes, which may have a
negative impact on the Noteholders and reduce the profits anticipated by the Noteholders at the time of the
issue.




8
Interest rate risks for fixed rate notes

As provided in Condition 4, the Notes bear interest at a fixed rate of 3.625 per cent. per annum, payable
annually in arrear on 24 June in each year commencing on 24 June 2026. As a result, an investment in the
Notes involves the risk that interest rates subsequently increase above the rate paid on the Notes and that an
equivalent investment issued at the then current market interest rate may be more attractive to investors, this
may adversely affect the value of the Notes. Generally, prices of fixed interest rate notes tend to fall when
market interest rates rise and accordingly are subject to volatility. The price of the Notes at any particular time
may be lower than the purchase price for the Notes paid by the Noteholders and may cause Noteholders to lose
a portion of their investment if they decide to sell the Notes. Therefore, investment in the Notes involves the
risk that subsequent changes in market interest rates may adversely affect the value and the yield of the Notes
and Noteholders may receive lower return on the Notes than anticipated at the time of the issue.

(b) Risks relating to the market of the Notes

Market value of the Notes

The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional
factors, including market interest, yield rates and the time remaining to the Maturity Date.

The value of the Notes depends on a number of interrelated factors, including economic, financial and political
events in France or elsewhere, including factors affecting capital markets generally and Euronext Paris on
which the Notes are traded. The price at which a Noteholder will be able to sell the Notes may be at a discount,
which could be substantial, from the issue price or the purchase price paid by such purchaser, which could
materially negatively impact the Noteholders. Accordingly, all or part of the investment by the Noteholder in
the Notes may be lost upon any transfer of the Notes, so that the Noteholder in such case would receive
significantly less than the total amount of its investment.

No active secondary market for the Notes

Application has been made to Euronext Paris for the Notes to be admitted to trading on Euronext Paris as from
the Issue Date. However, Notes may have no established trading market when issued, and one may never
develop. If a market does develop, it may not be liquid. Therefore, Noteholders may not be able to sell their
Notes in the secondary market in which case the market or trading price and liquidity may be adversely affected
or at prices that provide them with a yield comparable to similar investments that have a developed secondary
market. Illiquidity may have an adverse effect on the market value of Notes. Noteholders selling their Notes
prior to their Maturity Date (i.e. 24 June 2030) may incur losses as a result thereof.

The development or continued liquidity of any secondary market for the Notes will be affected by a number
of factors such as general economic conditions, the financial condition, the creditworthiness of the Issuer
and/or the Group, the outstanding amount of the Notes, any redemption features of the Notes as specified in
Condition 5 and the level, direction and volatility of interest rates generally. Such factors also will affect
substantially the market value of the Notes.

The yield of the Notes as at the Issue Date is 3.724 per cent. per annum. However, Noteholders may not be
able to sell their Notes in the secondary market (in which case the market or trading price and liquidity may
be adversely affected) or may not be able to sell their Notes at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market. Hence, the Noteholders may
receive a lower yield than anticipated at the time of the issue.

(c) Risks related to legal matters

Credit Risk of the Issuer

As contemplated in "Terms and Conditions of the Notes - Status", the obligations of the Issuer in respect of
principal, interest and other amounts payable under the Notes constitute direct, unconditional, (subject to



9
Condition 3) unsecured and unsubordinated obligations of the Issuer. The Noteholders are exposed to the credit
risk of the Issuer. Credit risk refers to the risk that the Issuer may be unable to meet its financial obligations
under the Notes. If the creditworthiness of the Issuer deteriorates and notwithstanding the provisions set out in
"Terms and Conditions of the Notes - Events of Default" which enable the Noteholders to request the
redemption of the Notes, if any of the Events of Default occurs, the Issuer may not be able to fulfil all or part
of its payment obligations under the Notes, which could materially and negatively impact the Noteholders
which may lose all or part of their investment.

French Insolvency Law

As a société anonyme incorporated in France, French insolvency laws apply to the Issuer. In the event that the
Issuer becomes insolvent, insolvency proceedings will be generally governed by the insolvency laws of France
to the extent that, where applicable, the "centre of main interests" (as construed under Regulation (EU)
2015/848, as amended) of the Issuer is located in France.

The Directive (EU) 2019/1023 on preventive restructuring frameworks, on discharge of debt and
disqualifications, and on measures to increase the efficiency of procedures concerning restructuring,
insolvency and discharge of debt, and amending Directive (EU) 2017/1132 has been transposed into French
law by the Ordonnance 2021-1193 dated 15 September 2021. According to this ordonnance, "affected parties"
(including notably creditors, and therefore the Noteholders) shall be treated in separate classes which reflect
certain class formation criteria for the purpose of adopting a restructuring plan. Classes shall be formed in such
a way that each class comprises claims or interests with rights that reflect a sufficient commonality of interest
based on verifiable criteria. Noteholders will not deliberate on the proposed restructuring plan in a separate
assembly, meaning that they will not benefit from a specific veto power on this plan. Instead, as any other
affected parties, the Noteholders will be grouped into one or several classes (with potentially other types of
creditors) and their dissenting vote may be overridden by a cross-class cram down. This limitation could have
a material adverse effect on the ability of the Noteholders to recover their investments in the Notes.

The decision of each class is taken by a two-third (2/3rd) majority of the voting rights of the participating
members, no quorum being required. If the restructuring plan is not approved by all classes of affected parties,
it can still be ratified by the court at the request of the Issuer or the receiver with the Issuer's consent and be
imposed on dissenting classes through a cross-class cram down, under certain conditions.

For the avoidance of doubt, the provisions relating to the Representation of the Noteholders described in the
Terms and Conditions of the Notes set out in this Prospectus will not be applicable to the extent they conflict
with compulsory insolvency law provisions that apply in these circumstances.

Should such proceedings be opened, the commencement of insolvency proceedings against the Issuer would
have a material adverse effect on the market value of Notes issued by the Issuer. Despite the fact that any
decisions taken by the Assembly or a class of creditor, as the case may be, could negatively impact the
Noteholders and cause them to lose all or part of their investment, should they not be able to recover amounts
due to them from the Issuer.

Modification of the Terms and Conditions of the Notes

The Terms and Conditions of the Notes contain provisions for Noteholders to consider matters affecting their
interests generally to be adopted either through a general meeting or following a written consultation (as more
fully described in "Terms and Conditions of the Notes - Representation of the Noteholders"). These provisions
permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the
relevant general meeting, or did not consent to the written consultation or Noteholders who voted in a manner
contrary to the majority. General meetings or written consultations may deliberate on any proposal relating to
the modification of the conditions of the Notes subject to the limitations provided by French law. If a decision
is adopted by a majority of Noteholders and such modifications were to impair or limit the rights of the
Noteholders, this may have a negative impact on the market value of the Notes.

By exception to the above provisions, Condition 11(g) provides that (i) the provisions of Article L.228-65 I.
1°, 4° and 6° of the French Code de commerce (respectively providing for a prior approval of the General
Meeting of the Noteholders of any change in corporate purpose or form of the Issuer or of an issue of bonds



10
conferring a security interest constituting a sûreté réelle the Noteholders will not benefit from under the Notes
or of any plan to relocate the Issuer’s registered office to another Member State to the extent the Issuer is
incorporated as a société européenne (societas europeas)) and the related provisions of the French Code de
commerce shall not apply to the Notes and (ii) the provisions of Article L.228-65 I. 3° of the French Code de
commerce (providing for a prior approval of the Noteholders in relation to any proposal to merge or demerge
the Issuer in the cases referred to in Articles L. 236-14 and L. 236-23 of the French Code de commerce) shall
not apply to the Notes only to the extent that such proposal relates to a merger or demerger with another entity
of the Group. As a result of these exclusions, the prior approval of the Noteholders will not have to be obtained
on any such matters which may affect their interests generally.




11
DOCUMENTS INCORPORATED
BY REFERENCE

This Prospectus shall be read and construed in conjunction with the following documents and the information
referred to in the cross-reference table below which are incorporated in, and shall be deemed to form part of,
this Prospectus:

(a) the sections referred to in the table below of the English language version of the press release of the
Issuer "First-quarter 2025 sales and financial data" dated 24 April 2025 (the "First Quarter 2025
Results Press Release");

Hyperlink - https://www.groupeseb.com/sites/default/files/sites/default/files/PR-GroupeSEB-
2025_First-quarter_sales_and_financial_data-24042025.pdf

(b) the sections referred to in the table below of the French language version of the 2024 universal
registration document (document d'enregistrement universel 2024) of the Issuer, including the audited
consolidated financial statements of the Issuer as at, and for the year ended 31 December 2024, the
related notes thereto and the associated audit reports (the "2024 Universal Registration Document")
which was filed with the AMF on 3 April 2025 under the registration no. D.25-0225; and

Hyperlink - https://files.webdisclosure.com/1325569/groupeseb-documentdenregi-trementuniver-
eletrapportfinancerannuel2024.pdf

(c) the sections referred to in the table below of the French language version of the 2023 universal
registration document (document d'enregistrement universel 2023) of the Issuer, including the audited
consolidated financial statements of the Issuer as at, and for the year ended 31 December 2023, the
related notes thereto and the associated audit reports (the "2023 Universal Registration Document")
which was filed with the AMF on 4 April 2024 under the registration no. D.24-0240.

Hyperlink - https://files.webdisclosure.com/1242469/documentenregi-trementuniver-el-seb2023fr-
04042024.pdf

Copies of the documents incorporated by reference are available without charge on the websites of the Issuer
(www.groupeseb.com). Copies of the 2023 Universal Registration Document and 2024 Universal Registration
Document are also available on the website of the AMF (www.amf-france.org). English translations of the
2023 Universal Registration Document and 2024 Universal Registration Document are available on the
website of the Issuer (www.groupeseb.com) for information purposes only and are not incorporated by
reference in this Prospectus. The only binding versions are the French language versions.

Any statement contained in the documents incorporated by reference shall be deemed to be modified or
superseded for the purpose of this Prospectus, to the extent that a statement contained herein modifies or
supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Other than in relation to the documents which are deemed to be incorporated by reference, the information on
the websites to which this Prospectus (including for the avoidance of doubt any information on the websites
which appear in the documents incorporated by reference) refers does not form part of this Prospectus and has
not been scrutinised or approved by the AMF.

The information incorporated by reference in this Prospectus shall be read in connection with the cross-
reference table below. Any information contained in the documents incorporated by reference that is not cross-
referenced in the following table is for information purposes only and shall not be incorporated in, and form
part of, this Prospectus. The non-incorporated parts of the 2023 Universal Registration Document, the 2024
Universal Registration Document and First Quarter 2025 Results Press Release are either not relevant for the
Noteholders or covered elsewhere in this Prospectus.




12
2023 Universal 2024 Universal First Quarter
Commission Delegated Regulation (EU) 2019/980, as Registration Registration 2025 Results
Rule
amended – Annex 7 Document Document Press Release
(page number) (page number) (page number)


3 RISK FACTORS

A description of the material risks that are specific to the
issuer and that may affect the issuer’s ability to fulfil its
obligations under the securities, in a limited number of
categories, in a section headed ‘Risk Factors’.

In each category the most material risks, in the
assessment of the issuer, offeror or person asking for 60 to 69
admission to trading on a regulated market, taking into
account the negative impact on the issuer and the
probability of their occurrence, shall be set out first. The
risk factors shall be corroborated by the content of the
registration document.

4 INFORMATION ABOUT THE ISSUER

4.1 History and development of the Issuer

4.1.1 The legal and commercial name of the issuer. 348

4.1.2 The place of registration of the issuer, its registration 348
number and legal entity identifier (‘LEI’).

4.1.3 The date of incorporation and the length of life of the 348
issuer, except where the period is indefinite.

4.1.4 The domicile and legal form of the issuer, the legislation
under which the issuer operates, its country of
incorporation, the address, telephone number of its
registered office (or principal place of business if
different from its registered office) and website of the 348
issuer, if any, with a disclaimer that the information on
the website does not form part of the prospectus unless
that information is incorporated by reference into the
prospectus.

4.1.5 Any recent events particular to the issuer and which are
to a material extent relevant to an evaluation of the 1 to 7
issuer’s solvency.

5 BUSINESS OVERVIEW

5.1 Principal activities

5.1.1 A brief description of the issuer's principal activities 24 to 26; 250 to
stating the main categories of products sold and/or 253
services performed.

5.1.2 The basis for any statements made by the Issuer 4; 6; 20; 22 to 25;
regarding its competitive position. 27 to 32




13
2023 Universal 2024 Universal First Quarter
Commission Delegated Regulation (EU) 2019/980, as Registration Registration 2025 Results
Rule
amended – Annex 7 Document Document Press Release
(page number) (page number) (page number)


6 ORGANISATIONAL STRUCTURE

6.1 If the issuer is part of a group, a brief description of the
group and the issuer’s position within the group. This
may be in the form of, or accompanied by, a diagram of 21; 314 to 318
the organisational structure if this helps to clarify the
structure.

9 ADMINISTRATIVE, MANAGEMENT, AND
SUPERVISORY BODIES

9.1 Names, business addresses and functions within the
issuer of the following persons, and an indication of the
principal activities performed by them outside of that
issuer where these are significant with respect to that
issuer:
75 to 90
(a) members of the administrative, management
or supervisory bodies;

(b) partners with unlimited liability, in the case of
a limited partnership with a share capital.

10 MAJOR SHAREHOLDERS

10.1 To the extent known to the issuer, state whether the
issuer is directly or indirectly owned or controlled and
by whom and describe the nature of such control 350
and describe the measures in place to ensure that such
control is not abused.

10.2 A description of any arrangements, known to the issuer,
the operation of which may at a subsequent date result in 351 to 352
a change in control of the issuer.

11 FINANCIAL INFORMATION CONCERNING
THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND
LOSSES

11.1 Historical Financial Information

11.1.1 Historical financial information covering the latest two
financial years (at least 24 months) or such shorter period
274 to 339 258 to 318
as the issuer has been in operation and the audit report in
respect of each year.

11.1.3 Accounting standards

The financial information must be prepared according to 279 to 280 263 to 264
International Financial Reporting Standards as endorsed
in the Union based on Regulation (EC) No 1606/2002.

11.1.5 Consolidated financial statements

If the issuer prepares both stand-alone and consolidated 274 to 339 258 to 318
financial statements, include at least the consolidated
financial statements in the registration document.




14
2023 Universal 2024 Universal First Quarter
Commission Delegated Regulation (EU) 2019/980, as Registration Registration 2025 Results
Rule
amended – Annex 7 Document Document Press Release
(page number) (page number) (page number)


11.1.6 Age of financial information

The balance sheet date of the last year of audited 275 259
financial information may not be older than 18 months
from the date of the registration document

11.2 Auditing of historical financial information

11.2.1 The historical annual financial information must be
independently audited. The audit report shall be prepared
in accordance with Directive 2006/43/EC and
Regulation (EU) No 537/2014.

Where Directive 2006/43/CE and Regulation (EU) No
537/2014 do not apply, the historical financial
information must be audited or reported on as to whether
or not, for the purposes of the registration document, it
gives a true and fair view in accordance with auditing
standards applicable in a Member State or an equivalent
340 to 344 319 to 322
standard.

Otherwise, the following information must be included
in the registration document:

(a) a prominent statement disclosing which auditing
standards have been applied;

(b) an explanation of any significant departures from
International Standards on Auditing.




11.3 Legal and arbitration proceedings 256; 267 to 268




15
TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Notes (the "Conditions"), subject to completion and amendment, will be as
follows:

The issue of the € 500,000,000 3.625 per cent. Notes due 24 June 2030 (the "Notes") by SEB S.A. (the
"Issuer") was decided by Mr. Stanislas de Gramont, Chief Executive Officer (Directeur Général) of the Issuer
on 18 June 2025, acting pursuant to a resolution of the Board of Directors (Conseil d'administration) of the
Issuer dated 26 February 2025.

The Issuer has entered into a fiscal agency agreement dated 20 June 2025 (the "Fiscal Agency Agreement")
with Uptevia as fiscal agent, paying agent, calculation agent and put agent (the "Fiscal Agent", the "Paying
Agent", the "Calculation Agent" and the "Put Agent" which expressions shall, where the context so admits,
include any successor for the time being as fiscal agent, paying agent, calculation agent or put agent). Certain
statements in these Conditions are summaries of, and are subject to, the detailed provisions of the Fiscal
Agency Agreement, copies of which are available, without charge, for inspection during normal business hours
at the specified offices of the Paying Agents.

References below to "Conditions" are, unless the context otherwise requires, to the numbered paragraphs
below.

In these Conditions, "holder of Notes", "holder of any Note" or "Noteholder" means the person whose name
appears in the account of the relevant Account Holder (as defined below) as being entitled to such Notes.

1. Form, Denomination and Title

The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of €100,000 each.
Title to the Notes will be evidenced in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the
French Code monétaire et financier by book entries (inscription en compte). No physical document of title
(including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will
be issued in respect of the Notes.

The Notes will, upon issue, be inscribed in book entry form in the books of Euroclear France ("Euroclear
France"), which shall credit the accounts of the Account Holders. For the purpose of these Conditions,
"Account Holders" shall mean any authorised intermediary institution entitled to hold securities, directly or
indirectly, accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank SA/NV
("Euroclear") and the depositary bank for Clearstream Banking, SA ("Clearstream").

Title to the Notes shall be evidenced by entries in the books of Account Holders. Transfer of the Notes may
only be effected through registration in such books.

2. Status

The principal and interest in respect of the Notes constitute direct, unconditional, (subject to Condition 3)
unsecured and unsubordinated obligations of the Issuer and rank and will at all times rank pari passu without
any preference among themselves and (subject to such exceptions as are from time to time mandatory under
French law) equally and rateably with all other present or future unsecured and unsubordinated obligations of
the Issuer.

3. Negative Pledge

So long as any of the Notes remains outstanding, the Issuer will not create or permit to subsist and will ensure
that none of its Material Subsidiaries (as defined below) will create or permit to subsist any Security Interest
upon any of its assets, revenues or rights, present or future, to secure any Relevant Indebtedness (as defined
below) incurred or guaranteed by the Issuer or any of its Material Subsidiaries (whether before or after the
issue of the Notes) unless, at the same time or prior thereto, the Issuer's obligations under the Notes are equally
and rateably secured therewith.



16
For the purposes of these Conditions:

"Material Subsidiaries" means:

(i) the Subsidiaries of the Issuer listed below, being those whose, as shown in the latest audited annual
consolidated financial statements of the Issuer, aggregate assets and turnover equal or exceed 70% of
the total consolidated assets and turnover of the Group as set forth in the latest audited annual
consolidated financial statements of the Issuer:

Calor, SAS SEB, TEFAL, Rowenta Werke GmbH, Rowenta France, SEB do Brasil Produtos
Domésticos Ltda, Groupe Seb Andean S.A., SA Groupe SEB Belgium NV, Groupe SEB Italia S.P.A,
Groupe SEB Denmark A/S, Groupe SEB Nederland B.V., Groupe SEB UK Limited, Groupe SEB
Central-Europe Ltd, Groupe SEB Canada Inc, Groupe SEB Japan CO., LTD., Groupe SEB Mexico SA
de CV, Groupe SEB ISTANBUL EV ALETLERI TICARET ANONIM SIRKETI, SEB Asia Limited,
Groupe SEB Polska Sp. z o.o, Groupe SEB CR S.r.o., Groupe SEB Australia PTY Limited, Groupe
SEB Osterreich Handels GmbH, Groupe SEB Argentina S.A., Groupe SEB Korea Co., LTD, Groupe
SEB Chile Comercial Limitada, SEB Groupe Hellados, SEB Développement, Groupe SEB France,
Groupe SEB Schweiz GmbH, Groupe SEB Retailing, Rowenta Invest B.V., Groupe SEB Moulinex,
Groupe SEB Iberica, S.A., Groupe SEB Deutschland Gmbh, Groupe SEB USA, All Clad Metalcrafters
LLC, Lagostina S.p.A, SEB International Service – SIS, IMUSA USA Corp, Zhejiang SUPOR Co.,
Ltd, Groupe SEB Export, Groupe SEB Finland Oy, Groupe SEB Norway AS, Tefal-OBH Nordica
Group AB, EMSA GmbH, Finedining TOPCO GmBH, WMF GmbH, Seb Professional Japan, ProHeq
GmbH, Schaerer Deutschland GmbH, WMF in Osterreich, Seb Professional Nederland B.V., Schaerer
AG, Seb Professional North America, Groupe Seb Slovensko, Wilbur Curtis, Groupe Seb Portugal,
Groupe Seb Romania, Seb Internationale, Groupe Seb Holdings Usa, Immobiliere Groupe Seb,
Krampouz, Seb Professional Belux B.V., Seb Professional Uk Limited, CEI Re Acquisition Llc,
ZHEJIANG SUPOR Electrical Appliances, WUHAN SUPOR Cookware Co, and
(ii) as the case may be, any other Subsidiary of the Issuer designated as such by the Issuer from time to
time so that the aggregate assets and turnover of the Material Subsidiaries, as shown in the latest
audited annual consolidated financial statements of the Issuer, shall constitute 70% or more of the total
consolidated assets and turnover of the Group at the relevant time having regard to the latest audited
annual consolidated financial statements of the Issuer.

The Issuer shall notify the Fiscal Agent, within thirty (30) calendar days following the publication of the
audited annual consolidated financial statements of the Issuer, of any change in the list of Material
Subsidiairies, which list shall be made available for consultation by the Noteholders, free of charge, at the
specified offices for the time being of the Fiscal Agent during normal business hours.

"outstanding" means, in relation to the Notes, all the Notes issued other than (a) those which have been
redeemed on their due date or otherwise in accordance with the Conditions, (b) those in respect of which the
date for redemption in accordance with the Conditions has occurred and the redemption monies (including all
interest accrued on such Notes to the date for such redemption and any interest payable under Condition 4 after
such date) have been duly paid to the Fiscal Agent, (c) those which have been purchased and cancelled as
provided in Condition 5 and (d) those in respect of which claims have become prescribed under Condition 10.

"Relevant Indebtedness" means any present or future indebtedness for borrowed money in the form of, or
represented by, bonds (obligations), notes or other securities which are, are to be, or are capable of being,
quoted, listed or ordinarily traded on any stock exchange, multilateral trading facility or any over-the-counter
or other securities market.

"Security Interest" means any mortgage, charge, lien, pledge or other security interest (sûreté réelle).

"Subsidiary" means in relation to any person or entity, at any time, any other person or entity (whether or not
now existing) controlled directly or indirectly by such person or entity within the meaning of Article L. 233-3
of the French Code de commerce.




17
4. Interest

(a) Interest Payment Dates

The Notes bear interest from, and including, 24 June 2025 (the "Issue Date") to, but excluding, 24 June 2030
(the "Maturity Date") at the rate of 3.625 per cent. per annum payable annually in arrear on 24 June in each
year (each an "Interest Payment Date"). The first payment of interest will be made on 24 June 2026 for the
period from, and including, the Issue Date to, but excluding, 24 June 2026.

(b) Interest Payments

Each Note will cease to bear interest from the due date for redemption, unless payment of principal is
improperly withheld or refused on such date. In such event, interest on such Note shall continue to accrue at
the rate of 3.625 per cent. per annum (both before and after judgment) until the calendar day (included) on
which all sums due in respect of such Note up to that day are received by or on behalf of the relevant
Noteholder.

If interest is required to be calculated for a period of less than one year, it will be calculated on an actual/actual
basis for each period, that is to say the actual number of calendar days elapsed during the relevant period
divided by 365 (or by 366 if a February 29 is included in such period), the result being rounded to the nearest
cent (half a cent being rounded upwards).

5. Redemption and Purchase

The Notes may not be redeemed otherwise than in accordance with this Condition 5, Condition 8 or
Condition 9.

(a) Final Redemption

Unless previously redeemed or purchased and cancelled, the Notes will be redeemed by the Issuer at their
principal amount on the Maturity Date.

(b) Redemption for Taxation Reasons

(i) If, by reason of a change in any law or regulation of France, or any change in the official application or
interpretation of such law or regulation, becoming effective after the Issue Date, the Issuer would, on
the occasion of the next payment of principal or interest due in respect of the Notes, not be able to make
such payment without having to pay additional amounts (whether in respect of some of, or all, the Notes)
as specified in Condition 7, the Issuer may at its sole discretion, at any time, subject to having given not
more than sixty (60) nor less than thirty (30) calendar days' prior notice to the Noteholders in accordance
with Condition 12 (which notice shall be irrevocable), redeem all, but not some only, of the Notes
outstanding at their principal amount, together with all interest accrued to, but excluding, the date set
for redemption, provided that the due date for redemption of which notice hereunder may be given shall
be no earlier than the latest practicable date on which the Issuer could make payment of principal or
interest without withholding for French taxes or, if such date has passed, as soon as practicable thereafter.

(ii) If the Issuer would on the next payment of principal or interest in respect of the Notes be prevented by
French law from making payment to the Noteholders of the full amount then due and payable,
notwithstanding the undertaking to pay additional amounts contained in Condition 7, then the Issuer
shall forthwith give notice of such fact to the Fiscal Agent and the Issuer shall, subject to having given
not less than seven (7) calendar days' prior notice to the Noteholders in accordance with Condition 12
(which notice shall be irrevocable), redeem all, but not some only, of the Notes at their principal amount,
together with all interest accrued to, but excluding, the date set for redemption of which notice hereunder
may be given, provided that the due date for redemption shall be no earlier than the latest practicable
date on which the Issuer could make payment of the full amount of principal or interest payable in
respect of the Notes without withholding for French taxes or, if such date has passed, as soon as
practicable thereafter.




18
(c) Make-whole redemption option

The Issuer may, subject to (i) the satisfaction of any refinancing conditions to which the redemption is subject
(if any), (ii) compliance with all relevant laws, regulations and directives and (iii) having given not less than
thirty (30) nor more than sixty (60) calendar days' notice to the Noteholders in accordance with Condition 12
(a "Make-whole Redemption Notice") (which notice shall specify (x) the Make-whole Redemption Date (as
defined below), (y) in the case of a partial redemption of the Notes, the principal amount per Note so elected
to be redeemed by the Issuer in its sole discretion, and (z) the refinancing conditions to which the redemption
is subject (if any) or shall otherwise be irrevocable), redeem the Notes then outstanding, in whole or in part
(and in any such case, on one or more occasions), at any time prior to the Pre-Maturity Call Option Date (each
such date, a "Make-whole Redemption Date") at their relevant Make-whole Redemption Amount (the
"Make-whole Redemption Option"). All Notes in respect of which any Make-whole Redemption Notice is
given shall be redeemed on the relevant Make-whole Redemption Date in accordance with this Condition.

The determination of any rate or amount, the obtaining of each quotation and the making of each determination
or calculation by the Make-whole Calculation Agent (as defined below) shall (in the absence of wilful default,
bad faith or manifest error) be final and binding upon all parties. The Make-whole Calculation Agent shall act
as an independent expert and not as agent for the Issuer or the Noteholders.

For the purposes of this Condition:

"Benchmark Rate" means the average of the three quotations given by the Reference Dealers on the
Calculation Date at 11.00 a.m. (Central European time (CET)) of the mid-market annual yield to maturity of
the French Treasury Bond (Obligation Assimilable du Trésor - OAT) bearing interest at a rate of 2.50 per cent.
per annum and maturing 25 May 2030, with ISIN FR0011883966 (the "Reference Note"). If the Reference
Note is no longer outstanding, a Similar Security will be chosen by the Make-whole Calculation Agent, after
prior consultation with the Issuer if practicable under the circumstances, at 11.00 a.m. (Central European time
(CET)) on the Calculation Date, quoted in writing by the Make-whole Calculation Agent to the Issuer.

"Calculation Date" means the third Business Day (as defined in Condition 6(b)) prior to the relevant Make-
whole Redemption Date.

"Make-whole Calculation Agent" means an independent adviser of recognised standing with appropriate
expertise appointed by the Issuer to act as calculation agent for the purpose of this Condition 5(c).

"Make-whole Margin" means 0.20 per cent. per annum.

"Make-whole Redemption Amount" means, with respect to each Note, an amount denominated in Euros
rounded to the nearest cent (half a cent being rounded upwards), determined by the Make-whole Calculation
Agent and equal to the sum of:

(i) the greater of (x) 100 per cent. of the principal amount so redeemed of such Note and (y) the sum of
the then present values as at the relevant Make-whole Redemption Date of (i) 100 per cent. of the
principal amount so redeemed of such Note and (ii) the remaining scheduled payments of interest on
the principal amount so redeemed of such Note up to (and including) the Pre-Maturity Call Option
Date (determined on the basis of the interest rate applicable on such Note (excluding any interest
accruing on such Note from and including the Issue Date or, as the case may be, the scheduled Interest
Payment Date immediately preceding such Make-whole Redemption Date to, but excluding, the
relevant Make-whole Redemption Date)) discounted from the Pre-Maturity Call Option Date to the
relevant Make-whole Redemption Date on an annual basis (Actual/Actual (ICMA)) at a rate equal to
the Make-whole Redemption Rate; and

(ii) any interest accrued but not paid on the principal amount so redeemed on such Note to, but excluding,
the relevant Make-whole Redemption Date.

"Make-whole Redemption Rate" means the sum, as calculated by the Make-whole Calculation Agent, of the
Benchmark Rate and the Make-whole Margin.




19
"Reference Dealers" means each of the three (3) banks selected by the Make-whole Calculation Agent which
are primary European government security dealers or market makers in pricing corporate bond issues.

"Similar Security" means a reference bond or reference bonds issued by the issuer of the Reference Note
having an actual or interpolated maturity comparable with the remaining term of the Notes that would be
utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the Pre-Maturity Call Option Date.

In the case of a partial redemption pursuant to this Condition 5(c), the redemption will be effected by
application of a pool factor (corresponding to a reduction of the aggregate nominal amount of all the Notes in
proportion to the aggregate nominal amount redeemed), subject to compliance with any applicable laws and,
so long as the Notes are admitted to trading on Euronext Paris, the requirements of Euronext Paris.

For the avoidance of doubt, the principal amount of each Note and the aggregate principal amount of the Notes
shall mean, following any partial redemption of the Notes pursuant to this Condition 5(c), the remaining
outstanding principal amount of each Note and the remaining outstanding aggregate principal amount of the
Notes for the purpose of the Conditions.

(d) Clean up call option

In the event that at least 75% of the initial aggregate principal amount of the Notes has been redeemed or
purchased and cancelled by the Issuer, the Issuer may, at its option, but subject to having given not less than
thirty (30) nor more than sixty (60) calendar days' notice to the Noteholders (which notice shall be irrevocable
and shall specify the date set for redemption) in accordance with Condition 12, redeem the Notes then
outstanding, in whole but not in part at their principal amount together with any accrued interest thereon to but
excluding the date set for redemption (the "Clean up Call Option").

(e) Pre-maturity call option

The Issuer may, at its option, from and including three (3) months prior to the Maturity Date (i.e. 24 March
2030) (the "Pre-Maturity Call Option Date") to but excluding the Maturity Date, having given not less than
thirty (30) nor more than sixty (60) calendar days’ notice to the Noteholders in accordance with Condition 12
(which notice shall be irrevocable), redeem the Notes then outstanding, in whole but not in part, at their
principal amount together with any accrued interest thereon to but excluding the date set for redemption.

(f) Purchases

The Issuer may at any time purchase Notes in the open market or otherwise (including by way of tender and/or
exchange offer) at any price. Notes so purchased by the Issuer may be held and resold in accordance with
applicable laws and regulations.

(g) Cancellation

All Notes which are redeemed or purchased for cancellation by the Issuer pursuant to this Condition 5 will
forthwith be cancelled (together with rights to interest any other amounts relating thereto) by transfer to an
account in accordance with the rules and procedures of Euroclear France.

Any Notes so cancelled may not be resold and the obligations of the Issuer in respect of any such Notes shall
be discharged.

6. Payments

(a) Method of Payment

Payments of principal, interest and other amounts in respect of the Notes will be made in euro, by credit or
transfer to an account denominated in euro (or any other account to which euro may be credited or transferred)
specified by the payee in a city in which banks have access to T2 (as defined in paragraph (b) below). Such



20
payments shall be made for the benefit of the Noteholders to the Account Holders and all payments made to
such Account Holders in favour of Noteholders will be an effective discharge of the Issuer and the Fiscal
Agent, as the case may be, in respect of such payment.

Payments of principal, interest and other amounts in respect of the Notes will be made subject to any fiscal or
other laws and regulations applicable thereto, but without prejudice to the provisions described in Condition 7.
No commission or expenses shall be charged to the Noteholders in respect of such payments.

(b) Payments on Business Days

If any due date for payment of principal, interest or any other amount in respect of any Note is not a Business
Day (as defined below), then the Noteholder shall not be entitled to payment of the amount due until the next
following calendar day which is a Business Day and the Noteholder shall not be entitled to any interest or other
additional sums in respect of such postponed payment.

For the purposes of these Conditions, "Business Day" means any calendar day, not being a Saturday or a
Sunday, (i) on which foreign exchange markets and commercial banks are open for business in Paris (ii) on
which Euroclear France is operating and (iii) on which the real time gross settlement system operated by the
Eurosystem or any successor or replacement for that system (the "T2") or any successor thereto is operating.

(c) Fiscal Agent, Paying Agent, Calculation Agent and Put Agent

The name and specified office of the initial Fiscal Agent, initial Paying Agent, Calculation Agent and initial
Put Agent are as follows:

Fiscal Agent, Paying Agent, Calculation Agent and Put Agent

Uptevia
90-110 Esplanade du Général de Gaulle
92400 Courbevoie
France

The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, the Paying
Agent, the Calculation Agent or Put Agent and/or appoint a substitute Fiscal Agent, Calculation Agent or Put
Agent and additional or other Paying Agents or approve any change in the office through which the Fiscal
Agent, Calculation Agent, Put Agent or Paying Agent acts, provided that, so long as any Note is outstanding,
there will at all times be (i) a Fiscal Agent having a specified office in a major European city and (ii) so long
as the Notes are listed on the regulated market of Euronext Paris ("Euronext Paris") and the rules of that
exchange so require, a Paying Agent ensuring financial services in France (which may be the Fiscal Agent).
Any termination or appointment shall only take effect (other than in the case of insolvency, when it shall be of
immediate effect) after not more than forty five (45) nor less than thirty (30) calendar days' notice thereof shall
have been given to the Noteholders by the Issuer in accordance with Condition 12.

7. Taxation

(a) Withholding Tax Exemption

All payments of principal, interest and other revenues by or on behalf of the Issuer in respect of the Notes shall
be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed ("Taxes"), levied, collected, withheld or assessed by or
within the Republic of France or any authority therein or thereof having power to tax, unless such withholding
or deduction is required by law or regulation.

(b) Additional Amounts

If, pursuant to French laws or regulations, payments of principal, interest or other revenues in respect of any
Note become subject to deduction or withholding in respect of any present or future Taxes imposed by or on



21
behalf of France or any political subdivision or authority therein or thereof having power to tax, the Issuer
shall, to the fullest extent then permitted by law, pay such additional amounts as may be necessary in order
that the holder of each Note, after such deduction or withholding, will receive the full amount then due and
payable thereon in the absence of such withholding; provided, however, that the Issuer shall not be liable to
pay any such additional amounts in respect of any Note to, or to a third party on behalf of, a Noteholder who
is liable to such Taxes in respect of such Note by reason of his having some connection with the Republic of
France other than the mere holding of such Note, or being domiciled, established or acting through a “non-
cooperative state or territory” (Etat ou territoire non coopératif) as set out in the list referred to in Article 238-
0 A of the French tax code (Code Général des Impôts) other than those mentioned in 2° of 2 bis of the same
Article 238-0 A, as such list may be amended from time to time, or by reason the payment is made to an
account opened in a financial institution located in such “non-cooperative state or territory”, provided that the
Notes do not benefit from any exemption provided for in the official guidelines issued by the French tax
authorities under reference BOI-INT-DG-20-50-30 (dated 14 June 2022) no. 150 and BOI-INT-DG-20-50-20
no. 290 (dated 6 June 2023).

Any reference in these Conditions to principal, interest or other revenues shall be deemed to include any
additional amounts which may be payable under this Condition 7.

8. Change of Control

If at any time while any Note remains outstanding there occurs a Change of Control, each Noteholder will
have the option (the "Put Option") (unless, prior to the giving of the Put Event Notice (as defined below), the
Issuer gives notice of its intention to redeem the Notes under Condition 5(b)) to require the Issuer to redeem
or, at the Issuer's option, to procure the purchase of all or part of its Notes on the Optional Redemption Date
(as defined below) at an amount equal to 100% of its principal amount together with (or, where purchased,
together with an amount equal to) accrued interest thereon to, but excluding, the Optional Redemption Date.

A "Change of Control" in respect of the Issuer shall be deemed to have occurred if any person, or group of
persons acting in concert within the meaning of Article L.233-10 of the French Code de commerce, other than
one or more Shareholders from the Founder Group, acquires more than 50% of the shares and voting rights of
the Issuer.

"Federactive" means Federactive, a société par actions simplifiée incorporated under the laws of France under
registration number 487 544 223 RCS Paris, with registered capital of €205,312, and having its registered
office at 66 avenue des Champs Elysées 75008 Paris, France.

"Generaction" means a shareholders’ association incorporated under Swiss law, governed by its articles of
association and by Articles 60 and following of the Swiss Civil Code, registered with the Swiss Trade Registry
under number CHE-383.415.357 and having its registered office at Chêne-Bougeries in Switzerland.

"Shareholders from the Founder Group" means all individuals who are either direct descendants of the
Lescure family or related to the Lescure family through marriage or pacte civil de solidarité and all entities
controlled by them including the three (3) coordinating legal entities, which are presently Generaction, Venelle
Investissement and Federactive.

"Venelle Investissement" means Venelle Investissement, a société par actions simplifiée incorporated under
the laws of France under registration number 414 738 070 RCS Paris, with registered capital of €3,750,736.68,
and having its registered office at 72 rue du Faubourg Saint-Honoré, 75008 Paris, France.

Immediately upon becoming aware that a Change of Control has occurred, the Issuer shall give notice (a "Put
Event Notice") to the Noteholders in accordance with Condition 12 specifying the nature of the Change of
Control and the procedure for exercising the Put Option contained in this Condition 8.

To exercise the Put Option a Noteholder must transfer (or cause to be transferred by its Account Holder) its
Notes to be so redeemed or purchased to the account of the Put Agent (details of which are specified in the Put
Event Notice) for the account of the Issuer within the period of forty-five (45) calendar days after the Put Event
Notice is given (the "Put Period"), together with a duly signed and completed notice of exercise in the then
current form obtainable from the specified office of any Paying Agent (a "Put Option Notice") and in which


22
the holder may specify an account denominated in euro to which payment is to be made under this Condition 8.
A Put Option Notice once given will be irrevocable.

The Issuer shall redeem or, at its option, procure the purchase of the Notes in respect of which the Put Option
has been validly exercised as provided above, and subject to the transfer of such Notes to the account of the
Put Agent for the account of the Issuer as described above, on the date which is the tenth (10th) Business Day
following the end of the Put Period (the "Optional Redemption Date"). Payment in respect of any Note so
transferred will be made in euro on the Optional Redemption Date to the account denominated in euro (or any
other account to which euro may be credited or transferred) specified in the relevant Put Option Notice opened
with a bank in a city in which banks use the T2.

9. Events of Default

If any of the following events (each, an "Event of Default") shall have occurred and be continuing, any
Noteholder may, upon written notice to the Issuer (copy to the Fiscal Agent), cause all, but not some only, of
the Notes held by such Noteholder to become immediately due and payable, at their principal amount together
with any accrued interest thereon until their actual redemption date:

(i) Payment default: any amount of principal or interest in respect of any Note is not paid on the due
date thereof and such default is not remedied within a period of fifteen (15) calendar days from such
due date; or

(ii) Breach of obligations other than a payment obligation: any other obligations of the Issuer under
the Notes is not complied with or performed within a period of thirty (30) calendar days after receipt
by the Issuer of written notice of such default given by the Representative; or

(iii) Cross-default: (a) any other present or future financial indebtedness or guarantee thereof of the Issuer
or any of its Material Subsidiaries (as defined in Condition 3) is due and payable prior to its stated
maturity as a result of a default (howsoever described) thereunder, or (b) any such financial
indebtedness or guarantee thereof of the Issuer or any of its Material Subsidiaries is not paid or
honoured when due subject, in each case, to any applicable grace period or (c) any steps shall be
taken as a result of a default to enforce any Security Interests over all or any substantial part of the
assets of the Issuer or any of its Material Subsidiaries in respect of any such financial indebtedness
or guarantee thereof of the Issuer or any of its Material Subsidiaries and the step(s) taken to enforce
any such Security Interests shall not be withdrawn or stayed within thirty (30) calendar days, unless
the aggregate amount of financial indebtedness or guarantee thereof falling within paragraphs (a),
(b) or (c) above is less than €100,000,000 (or its equivalent in any other currency or currencies); or

(iv) Bankruptcy: in the case where (a) a judgment is rendered for the judicial liquidation (liquidation
judiciaire) or for a judicial transfer of the whole of the business (cession totale de l'entreprise) of the
Issuer or any of its Material Subsidiaries, as the case may be, or (b) the Issuer or any of its Material
Subsidiaries makes any conveyance, assignment or other arrangement for the benefit of, or enters
into a composition with, its creditors, or (c) the Issuer or any of its Material Subsidiaries is subject
to any proceedings under any applicable laws before a court having competent jurisdiction over the
Issuer or such Material Subsidiary which has an analogous effect to any of the proceedings referred
to in this paragraph (iv).

10. Prescription

Claims against the Issuer for the payment of principal and interest in respect of the Notes shall become
prescribed ten (10) years (in the case of principal) and five (5) years (in the case of interest) from the due date
for payment thereof.

11. Representation of the Noteholders

Noteholders will be grouped automatically for the defence of their common interests in a "Contractual Masse"
(hereinafter referred to as the "Masse").




23
The Masse will be governed by the provisions of the French Code de commerce, and with the exception of
Article L. 228-65 I, 1°, 3°, 4° and 6°, the second sentence of the first paragraph Articles L.228-71, and Articles
R. 228-63, R.228-67 and R.228-69 of the French Code de commerce subject to the following provisions:

(a) Legal Personality: The Masse will be a separate legal entity and will act in part through a representative
(the "Representative") and in part through collective decisions of the Noteholders (the "Collective
Decisions").

(b) Representative of the Masse: The following person is designated as Representative of the Masse:

Aether Financial Services
36 rue de Monceau
75008 Paris
France

The Issuer shall pay to the Representative of the Masse an amount equal to EUR 400 (VAT excluded)
per annum payable for the first time on the Issue Date then on each Interest Payment Date up to
24 June 2029 (inclusive). No additional remuneration is payable in relation to any subsequent issue
pursuant to Condition 13.

In the event of liquidation, dissolution, death, retirement or revocation of appointment of the
Representative, another Representative will be elected by a Collective Decision.

(c) Powers of the Representative: The Representative shall (in the absence of any Collective Decision to
the contrary) have the power to take all acts of management necessary in order to defend the common
interests of the Noteholders, with the capacity to delegate its powers.

All legal proceedings against the Noteholders or initiated by them, must be brought by or against the
Representative.

The Representative may not interfere in the management of the affairs of the Issuer. The remainder of
Article L.228-55 of the French Code de commerce shall not apply to the Notes.

(d) Collective Decisions : Collective Decisions are adopted either (i) in a general meeting (the "General
Meeting") or (ii) by the consent of one or more Noteholders holding together at least seventy-five (75)
per cent. of the principal amount of the Notes outstanding, following a written consultation (the
"Written Decision").

In accordance with Article R.228-71 of the French Code de commerce, the rights of each Noteholder to
participate in Collective Decisions will be evidenced by the entries in the books of the relevant Account
Holder or the Issuer (as the case may be) of the name of such Noteholder as of 0:00 Paris time, on the
second (2nd) Business Day in Paris preceding the date set for the Collective Decision.

Collective Decisions must be published in accordance with Condition 11(k).

The Issuer shall hold a register of the Collective Decisions and shall make it available, upon request, to
any subsequent holder of any of the Notes.

(e) General Meetings: A General Meeting may be called at any time, either by the Issuer or by the
Representative. One or more Noteholders, holding together at least one-thirtieth (1/30) of the principal
amount of the Notes outstanding, may address to the Issuer and the Representative a demand for a
General Meeting to be called. If such General Meeting has not been called within two (2) months after
such demand, the Noteholders may commission one of them to petition the competent court to appoint
an agent (mandataire) who will call the General Meeting.

General Meetings may deliberate validly on first convocation only if the Noteholders present or
represented hold at least one fifth (1/5) of the principal amount of the Notes then outstanding. On second
convocation, no quorum shall be required. The decisions of the General Meetings shall be taken by a



24
simple majority of votes held by the Noteholders attending such General Meetings or represented
thereat.

Notice of the date, time, place and agenda of any General Meeting will be published in accordance with
Condition 11(k) not less than fifteen (15) calendar days prior to the date of the General Meeting on first
convocation and not less than five (5) calendar days prior to the date of the General Meeting on second
convocation.

Each Noteholder has the right to participate in a General Meeting in person, by proxy or by
correspondence and, in accordance with Article L. 228-61 of the French Code de commerce by
videoconference or by any other means of telecommunication allowing the identification of participating
Noteholders. Each Note carries the right to one vote.

The General Meeting is chaired by the Representative. In the event of the absence of a Representative
at the start of a General Meeting and if no Noteholder is present or represented at the General Meeting,
the Issuer may, notwithstanding the provisions of Article L.228-64 of the French Code de commerce,
designate a provisional chairman until a new Representative has been appointed.

Written Decision: Pursuant to Article L. 228-46-1 of the French Code de commerce, the Issuer shall be
entitled in lieu of the holding of a General Meeting to seek approval of a resolution from the Noteholders
by way of a Written Decision. Subject to the following sentence, a Written Decision may be contained
in one document or in several documents in like form, each signed by one or more Noteholders holding
together at least seventy-five (75) per cent. of the principal amount of the Notes outstanding. Approval
of a Written Decision may also be given by way of electronic communication allowing the identification
of the Noteholders in accordance with Article L.228-46-1 of the French Code de commerce (the
"Electronic Consent"). Any Written Decision shall, for all purposes, have the same effect as a
resolution passed at a General Meeting of the Noteholders. Such Written Decisions may be contained
in one document, or in several documents in like form each signed by or on one behalf of one or more
of the Noteholders, and shall be published in accordance with Condition 11(k).

Notices seeking the approval of a Written Decision (including by way of Electronic Consent) will be
published as provided under Condition 11(k) no less than ten (10) calendar days prior to the date fixed
for the passing of such Written Decision (the "Written Decision Date"). Notices seeking the approval
of a Written Decision will contain the conditions of form and time limits to be complied with by the
Noteholders who wish to express their approval or rejection of such proposed Written Decision.
Noteholders expressing their approval or rejection before the Written Decision Date will undertake not
to dispose of their Notes until after the Written Decision Date.

(f) Exclusion of certain provisions of the French Code de commerce: The provisions of Article L.228-
65 I. 1°, 4° and 6° of the French Code de commerce (respectively providing for a prior approval of the
General Meeting of the Noteholders in relation to (i) any change in corporate purpose or form of the
Issuer, (ii) any proposal relating to the issue of bonds conferring a Security Interest constituting a sureté
réelle the Noteholders will not benefit from under the Notes and (iii) any plan to relocate the Issuer’s
registered office to another Member State to the extent the Issuer is incorporated as a société européenne
(societas europeas)) and related provisions of the French Code de commerce shall not apply to the Notes.

The provisions of Article L.228-65 I. 3° of the French Code de commerce (providing for a prior approval
of the General Meeting of the Noteholders in relation to any proposal to merge or demerge the Issuer in
the cases referred to in Articles L. 236-14 and L. 236-23 of the French Code de commerce) shall not
apply to the Notes only to the extent that such proposal relates to a merger or demerger with another
entity of the Group.

(g) Information to the Noteholders: Each Noteholder or Representative thereof will have the right to
consult or make a copy of the text of the resolutions which will be proposed and of the reports, if any,
which will be presented at the meeting, all of which will be available for inspection by the relevant
Noteholders at the registered office of the Issuer and at any other place specified in the notice of such
meeting, during the fifteen (15) calendar day period preceding the holding of the General Meeting or




25
the Written Decision Date on first convocation, or during the five (5) calendar day period preceding the
holding of the General Meeting or the Written Decision Date on second convocation.

(h) Expenses: The Issuer shall pay all expenses relating to the operations of the Masse, including all
expenses relating to the calling and holding of Collective Decisions and, more generally, all
administrative expenses resolved upon by Collective Decisions, it being expressly stipulated that no
expenses may be imputed against interest payable under the Notes.

(i) Sole Noteholder: If and for so long as the Notes are held by a sole Noteholder and unless a
Representative has been appointed, such Noteholder shall exercise all powers, rights and obligations
entrusted to the Masse by the provisions of the French Code de commerce. The Issuer shall hold a
register of the decisions taken by the sole Noteholder in this capacity and shall make it available, upon
request, to any subsequent holder of any of the Notes.

(j) Notices to Noteholders: Any notice to be given to Noteholders in accordance with this Condition 11
shall be given in accordance with Condition 12.

12. Notices

Any notice to the Noteholders will be duly given if delivered to Euroclear France, Euroclear or Clearstream,
for so long as the Notes are cleared through such clearing systems and published on the website of the Issuer
(www.groupeseb.com) and, so long as the Notes are admitted to trading on Euronext Paris and the rules of
Euronext Paris so require, on the website of Euronext Paris (www.euronext.fr).

Any notice to the Noteholders shall be deemed to have been given on the date of such publications or if
published on different dates, on the date of the first publication.

13. Further Issues and Assimilation

The Issuer may from time to time without the consent of the Noteholders issue further notes to be assimilated
(assimilables) with the Notes as regards their financial service, provided that such further notes and the Notes
shall carry rights identical in all respects (or in all respects save for the issue price and the first payment of
interest thereon) and that the terms of such further notes shall provide for such assimilation.

In the event of such an assimilation, the Noteholders and the holders of such further notes will be grouped
together in a single masse for the defence of their common interests. References in these Conditions to the
Notes include any other notes issued pursuant to this Condition and assimilated with the Notes.

14. Governing Law and Jurisdiction

The Notes are governed by, and shall be construed in accordance with, the laws of France.

Any claim in connection with the Notes may exclusively be brought before the competent courts in Lyon.




26
USE OF PROCEEDS


The estimated net proceeds of the issue of the Notes will amount to €496,030,000 and will be used for general
corporate purposes.




27
DESCRIPTION OF THE ISSUER

For a general description of the Issuer and the Group, its activities and their financial condition, please refer to
(i) the sections and pages of the 2024 Universal Registration Document, the 2023 Universal Registration
Document and the First Quarter 2025 Results Press Release identified in the cross-reference table of the
"Documents Incorporated by Reference" section and (ii) the "Recent Development" section of this Prospectus.




28
RECENT DEVELOPMENTS


Long-term borrowings

As of 31 March 2025, the Group’s consolidated long-term borrowings, as defined in Note 23.1 to the Group’s
audited consolidated financial statements as of and for the year ended 31 December 2024, amounted to
€1,648 million.

French Competition Authority inquiry

Pending the outcome of its appeal by the Paris Court of Appeal (Cour d’Appel de Paris), the Group paid on
15 May 2025 the fine of €189.5 million imposed by the French Competition Authority (Autorité de la
Concurrence), as further described in the press release published by the Issuer on 19 December 2024. This
amount was fully provisioned in the consolidated financial statements of the Group for the year ended
31 December 2024.
SUBSCRIPTION AND SALE

Subscription Agreement

Pursuant to a subscription agreement dated 20 June 2025 entered into between BNP PARIBAS, Citigroup
Global Markets Europe AG, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment
Bank, Crédit Industriel et Commercial S.A., HSBC Continental Europe and Natixis (the "Joint Lead
Managers") and the Issuer (the "Subscription Agreement"), the Joint Lead Managers have agreed with the
Issuer, subject to satisfaction of certain conditions, to jointly and severally agree to procure subscription and
payment for the Notes or, failing which, to subscribe and pay for the Notes at an issue price equal to 99.556 per
cent. of their principal amount less the commissions agreed between the Issuer and the Joint Lead Managers.
The Subscription Agreement entitles, in certain circumstances, the Joint Lead Managers to terminate it prior
to payment being made to the Issuer.

Selling Restrictions

United States

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the U.S.,
and may not be offered or sold, directly or indirectly, within the United States, or to, or for the account or
benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the
Securities Act and in compliance with any applicable state securities laws. Terms used in this paragraph and
not otherwise defined in the Prospectus have the meanings given to them by Regulation S under the Securities
Act ("Regulation S").

Each Joint Lead Manager has agreed that it has not offered or sold, and will not offer or sell, the Notes (i) as
part of their distribution at any time or (ii) otherwise until 40 calendar days after completion of the distribution
of the Notes (the "Distribution Compliance Period"), within the United States or to, or for the account or
benefit of, U.S. persons, and it will have sent to each distributor or dealer to which it sells Notes during the
Distribution Compliance Period a confirmation or other notice setting out the restrictions on offers and sales
of the Notes within the United States or to, or for the account or benefit of, U.S. persons.

The Notes are being offered and sold only outside the United States to non-U.S. persons in offshore
transactions in compliance with Regulation S.

In addition, until 40 calendar days after the commencement of the offering of the Notes, an offer or sale of
Notes within the United States by any dealer (whether or not participating in the offering) may violate the
registration requirements of the Securities Act.
Prohibition of Sales to United Kingdom Retail Investors

Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Notes to any retail investor in the UK. For the purposes
of this provision, the expression "retail investor" means a person who is one (or both) of the following:
(a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or

(b) 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 UK domestic law by virtue of the EUWA.
Prohibition of Sales to European Economic Area Retail Investors

Each of the Joint Lead Managers has represented and agreed that it has not offered, sold or otherwise made
available and will not offer, sell or otherwise make available any Notes to any retail investor in the EEA.

For the purposes of this provision, the expression "retail investor" means a person who is one (or both) of the
following:
(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, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

United Kingdom

Each Joint Lead Manager has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA")) received by
it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the
FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Singapore

Each Joint Lead Manager has acknowledged that this Prospectus has not been registered as a prospectus with
the Monetary Authority of Singapore. Accordingly, each Joint Lead Manager has represented, warranted and
agreed that it has not offered or sold any Notes or caused such Notes to be made the subject of an invitation
for subscription or purchase and will not offer or sell such Notes or cause such Notes to be made the subject
of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or
distribute, this Prospectus or any other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than
(i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore,
as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an
accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions
specified in Section 275 of the SFA.

Canada

Each Joint Lead Manager has represented and agreed that it has not offered or sold and will not offer or sell
the Notes in Canada other than to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a
purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province
or territory for particulars of these rights or consult with a legal advisor.
General

No action has been taken in any jurisdiction that would permit an offer to retail investors of any of the Notes.
Neither the Issuer nor any of the Joint Lead Managers represents that Notes may at any time lawfully be resold
in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any
exemption available thereunder, or assumes any responsibility for facilitating such resale.

Each Joint Lead Manager has agreed that it will (to the best of its knowledge and belief) comply with all
relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers
Notes or has in its possession or distributes this Prospectus or any other offering material relating to the Notes
and obtain any consent, approval or permission required for the purchase, offer or sale of the Notes under the
laws and regulations in force in any jurisdiction in which it makes such purchase, offer or sale and none of the
Issuer or any Joint Lead Manager shall have responsibility therefor.
GENERAL INFORMATION

1. This Prospectus has been approved by the AMF in France in its capacity as competent authority pursuant
to the Prospectus Regulation and received the approval number no. 25-230 on 20 June 2025.

The AMF only approves this Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of either the Issuer or the quality of the Notes that are the subject of this Prospectus and
investors should make their own assessment as to the suitability of investing in the Notes. This Prospectus
will be valid until the date of admission of the Notes to trading on Euronext Paris (i.e. 24 June 2025).
The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or
material inaccuracies will not apply when the Prospectus is no longer valid.

2. The Notes have been accepted for clearance through Clearstream (42 avenue JF Kennedy, 1855
Luxembourg, Luxembourg), Euroclear (1 boulevard du Roi Albert II, 1210 Bruxelles, Belgium) and
Euroclear France (10-12, place de la Bourse, 75002 Paris, France) with the common code 310143448.
The ISIN code for the Notes is FR0014010ME0.

3. The issue of the Notes was decided by Mr. Stanislas de Gramont, Chief Executive Officer (Directeur
Général) of the Issuer on 18 June 2025, acting pursuant to a resolution of the Board of Directors (Conseil
d'administration) of the Issuer dated 26 February 2025.

4. Application has been made to admit the Notes to trading on Euronext Paris as from the Issue Date.
Euronext Paris is a regulated market for the purposes of Directive 2014/65/EU of the European
Parliament and of the Council on markets in financial instruments, as amended. The estimated costs for
the admission to trading of the Notes are €14,680 (excluding VAT).

5. The statutory auditors of the Issuer for the financial years ended 31 December 2024 and 31 December
2023 were KPMG S.A. and Deloitte & Associés. They have audited and rendered audit reports on the
consolidated financial statements of the Issuer for the financial years ended 31 December 2024 and 31
December 2023. KPMG S.A. and Deloitte & Associés are members of the Compagnie Régionale des
Commissaires aux Comptes de Versailles and are regulated by the H2A (Haute Autorité de l’Audit).

6. The yield of the Notes is 3.724 per cent. per annum, as calculated at the Issue Date on the basis of the
issue price of the Notes. It is not an indication of future yield.

7. Save for any fees payable to the Joint Lead Managers, as far as the Issuer is aware, no person involved
in the offer of the Notes has an interest material to the issue of the Notes.

8. Save as disclosed in section “Recent Developments” of this Prospectus, there has been no significant
change in the financial position or financial performance of the Issuer or the Group since 31 March 2025.

9. There has been no material adverse change in the prospects of the Issuer since 31 December 2024.

10. Save as disclosed in item 11.3 in the cross-reference table on page 15 of this Prospectus and in section
“Recent Developments” of this Prospectus, there have been no governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which the Issuer is
aware) during the period of twelve (12) months prior to the date of this Prospectus which may have, or
have had in the recent past, significant effects on the Issuer and/or Group's financial position or
profitability.

11. The Issuer has not entered into contracts outside the ordinary course of the Issuer's business which could
result in the Issuer or any member of the Group being under an obligation or entitlement that is material
to the Issuer's ability to meet its obligation to holders of Notes in respect of the Notes being issued.
12. To the Issuer's knowledge, there are no potential conflicts of interest between the private interests and/or
other duties of members of the Board of Directors (Conseil d'administration) of the Issuer and the duties
they owe to the Issuer.

13. Certain of the Joint Lead Managers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform services for, the
Issuer, the Group and their affiliates in the ordinary course of business. In addition, in the ordinary course
of their business activities, the Joint Lead Managers and their affiliates may make or hold a broad array
of investments and actively trade debt and equity securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for the accounts of their customers. Such
investments and securities activities may involve securities and/or instruments of the Issuer or other
entities of the Group. Certain of the Joint Lead Managers or their affiliates that have a lending relationship
with the Issuer or other entities of the Group routinely hedge their credit exposure to the Issuer or, as the
case may be, such other entities of the Group consistent with their customary risk management policies.
Typically, such Joint Lead Managers and their affiliates would hedge such exposure by entering into
transactions which consist of either the purchase of credit default swaps or the creation of short positions
in securities, including potentially the Notes issued. The Joint Lead Managers and their affiliates may
also make investment recommendations and/or publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to clients that they acquire.

14. This Prospectus includes forward-looking statements. All statements other than statements of historical
facts included in this Prospectus, including, without limitation, those regarding the Issuer's financial
position, business strategy, plans and objectives of management for future operations, are forward-
looking statements. Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of the Issuer, or
industry results, to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding the Issuer's present and future business strategies and the environment
in which the Issuer will operate in the future. The Issuer expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained
herein to reflect any change in the Issuer's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. These forward-looking statements do
not constitute profit forecasts or estimates under the Commission Delegated Regulation 2019/980
supplementing the Prospectus Regulation.

15. Copies of this Prospectus and all documents incorporated by reference herein are available on the website
of the Issuer (www.groupeseb.com) and of the AMF (www.amf-france.org), save for the First Quarter
2025 Results Press Release which will only be available on the website of the Issuer.

16. The Issuer’s Legal Entity Identifier (LEI) is: 969500WP61NBK098AC47.

17. In this Prospectus, references to "€", "EURO", "EUR" or to "euro" are references to the common currency
of the member states of the European Union.
PERSON RESPONSIBLE
FOR THE INFORMATION CONTAINED IN THE PROSPECTUS



Person assuming responsibility for this Prospectus

Écully, 20 June 2025


I hereby certify that the information contained in this Prospectus is, to the best of my knowledge, in accordance
with the facts and contains no omission likely to affect its import.




SEB S.A.
Campus SEB – 112, chemin du Moulin Carron
69130 Écully
France

Duly represented by:
Emmanuel Arabian
(Directeur Finance Trésorerie)
dated 20 June 2025




This Prospectus has been approved by the AMF in its capacity as competent authority for the purposes of Regulation (EU) 2017/1129.

The AMF approves this Prospectus having verified that the information contained in it is complete, coherent and comprehensible as
provided under Regulation (EU) 2017/1129. This approval does not imply any verification on the accuracy of such information by the
AMF.

This approval is not a favourable opinion on the Issuer and on the quality of the Notes described in this Prospectus. Investors should
make their own assessment of the opportunity to invest in such Notes.

This Prospectus has been approved on 20 June 2025 and is valid until the date of admission of the Notes to trading on Euronext Paris
and must during such period and in accordance with Article 23 of Regulation (EU) 2017/1129 be completed by a supplement to the
Prospectus in the event of any new significant facts or material errors or inaccuracies.

This Prospectus has been given the following approval number: 25-230.
ISSUER


SEB S.A.
Campus SEB – 112, chemin du Moulin Carron
69130 Écully
France


GLOBAL COORDINATORS

BNP PARIBAS Crédit Agricole Corporate and Investment Bank
16, boulevard des Italiens 12, place des Etats-Unis – CS 70052
75009 Paris 92547 Montrouge Cedex
France France

Crédit Industriel et Commercial S.A. Natixis
6, avenue de Provence 7, promenade Germaine Sablon
75452 Paris – Cedex 9 75013 Paris
France France

JOINT LEAD MANAGERS

BNP PARIBAS Citigroup Global Markets Europe AG
16, boulevard des Italiens Börsenplatz 9
75009 Paris 60313 Frankfurt am Main
France Germany

Commerzbank Aktiengesellschaft Crédit Agricole Corporate and Investment Bank
Kaiserstrasse 16 (Kaiserplatz) 12, place des Etats-Unis – CS 70052
60311 Frankfurt am Main 92547 Montrouge Cedex
Germany France

Crédit Industriel et Commercial S.A. HSBC Continental Europe
6, avenue de Provence 38, avenue Kléber
75452 Paris – Cedex 9 75116 Paris
France France
Natixis
7, promenade Germaine Sablon
75013 Paris
France

FISCAL AGENT, PAYING AGENT, CALCULATION AGENT AND PUT AGENT

Uptevia
90-110 Esplanade du Général de Gaulle
92400 Courbevoie
France

AUDITORS TO THE ISSUER


KPMG S.A. Deloitte & Associés
2, avenue Gambetta, CS 60055 6, place de la Pyramide
92066 Paris La Défense Cedex 92908 Paris La Défense Cedex
France France
LEGAL ADVISER LEGAL ADVISER
TO THE ISSUER TO THE JOINT LEAD MANAGERS

White & Case LLP Gide Loyrette Nouel A.A.R.P.I.
19, place Vendôme 15, rue de Laborde
75001 Paris 75008 Paris
France France