Vallourec S.A. (EPA:VK)
France flag France · Delayed Price · Currency is EUR
26.24
+2.24 (9.33%)
May 13, 2026, 2:00 PM CET
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AGM 2025

May 22, 2025

Philippe Guillemot
Chairman and CEO, Vallourec

Ladies and gentlemen, dear shareholders, good afternoon. Let me wish you a very warm welcome to this General Shareholders Meeting 2025. I'd like to thank all those in attendance and for the trust that you continue to place in our group. Left and right of me, Pierre Vareille, Vice Chairman of the Board of Directors and a focus point, Sascha Bibert, CFO, and Sarah Dib, General Secretary. Sascha Bibert will speak in English, and you have interpretation headsets available to receive simultaneous interpretation in French. We have our statutory auditors, Philippe Grandclair for KPMG and May Cassis Morin for Ernst & Young. We have them here in attendance. We also have Eric Le Marec, who is a judicial officer. He is also with us.

I also invite two members of the present and consenting assembly representing the largest number of votes, taking into consideration the number of votes among the proxies representing shareholders. They should constitute the bureau of the tellers. We have Ludovic Oster, the Employee Shareholder Fund, FCPE, Vallourec Actions, represented by François Collard. We have Sarah Dib, who is duly appointed as Secretary of the Meeting, and she will recall the legal formalities that have been undertaken to make sure that this shareholders meeting can be held. Microphone, please. The shareholders meeting is meeting on first notice. The formal notice of the meeting was published in keeping with legal provisions that have been made available in modalities required by law. All legal documents have been made available to the shareholders.

The required quorum for the General Assembly meeting deliberations is of at least 20% of the total number of issued shares with voting rights. This quorum, 25% for deliberations coming under the powers of the extraordinary meeting. We have 75%. That is the quorum, provisionally. The meeting, which is lawfully constituted, may now validly deliberate for ordinary and extraordinary session. The final quorum will be made available to you before the proposed resolutions. We have not received written questions nor any requests to add draft resolutions or additional items to the agenda. The legal officer will be here to make sure that this meeting goes well. Looking at the agenda and the resolutions, perhaps I can invite you to look at the notice brochure that was issued to you as you came in the auditorium.

In there, you will find the resolutions text, the Board of Directors reports, as well as that of the statutory auditors. I hereby declare the meeting open. The meeting will go as follows. I will provide an introduction of how the group stands, our vision, and our strategic priorities, and then we'll be hearing from Sascha Bibert, who will be giving us the financial results for 2024. I will then turn my mind to our strategy of capital allocation and our desire to continue to offer long-lasting and attractive yield. Pierre Vareille, as Chairman of the Appointments and Governance Committee and Chairman of the Compensation Committee, will be giving you information going to the group's governance and compensation given to its corporate officers. Statutory auditors will then yield the findings of their reports, and then we'll be open to your questions.

Lastly, the proposed resolutions will be put to a vote at this meeting. Dear shareholders, it's been now a little more than three years that it's been my privilege to chair this group and the Board of Directors. These last few years have been crucial. Today, Vallourec is not only a company that has been turned around, but it's a company that has been transformed in a deep-seated fashion. It is solid financially. It is turned resolutely towards the future and fully committed to its shareholders' interests. As soon as I joined my position, I launched the New Vallourec project that was published in May 2022. It was designed to save Vallourec in the space of three years. This deep-seated work has enabled Vallourec to build solid and long-lasting profitability.

What we do best, in three years, we have reached our objective of zero net debt one year ahead of our strategic plan. In three years, we've been acknowledged by the three main rating agencies who have revised their perspectives in respect of our company. In three years, we have given Vallourec a future. Turnaround. Turning around Vallourec, it now enjoys fabulous annual results, and Vallourec is henceforth able to enjoy a dividend payout, and this for the first time in 10 years. You will see the value creation model that I showed you last year on the panel as you come into the atrium, and you'll also see it in the document that was given to you upon entry. Please, I invite you to look at it closely. As you know, health and safety of our employees is a fundamental value of our group.

It is a prerequisite in everything that we do. Since 2022, we have reduced our accident ratio with and without stoppage to the tune of 35%. This is the result of our uncompromised commitment to make our teams safe and secure. It is the fruit of our investment as well in our training and our investment in protective equipment to make sure that working conditions are increasingly safe. Sitting behind these figures, there is also an unacceptable reality in 2024. One of our colleagues lost his life on the Muskogee site in the United States, and I would like to pay every tribute to that individual.

[Foreign language]

CAP 2030 has been launched. Zero effect impacting people's lives. Accident rate should be maintained at a low level, below the 0.2% mark, and zero professional illness. Safety and security is something that we should be—it's a culture that we should be reinforcing day in, day out. This is our collective approach called Together We Are Safer. It's my conviction that we are building solidly Vallourec's future. To do that, we are exemplars in our extra financial criteria. I want to make sure that Vallourec is a company that's ever more responsible and a leading player in a decarbonated economy. This is a field where we go beyond simple standards. Our engagement at every level and the involvement of all our employees means that we can reach giddy levels of performance.

In 2024, 69% of our steel came from recycled ironwork, a figure considerably up on our 56% figure in 2023, and places us 40 percentage points beyond the average of the steel industry, which stands at 29%. In addition, 94% of our electricity comes from low carbon sources. That in 2024, which places us well beyond the world average, which stands at 20%. The last five years, our carbon footprint dropped by 20% at 1.45 tons CO2 for each tube or tonnage sold, which puts us very much in a good position in respect of our competition. Now, to go even further than these results, we draw on three areas: operational effectiveness in order to pursue our energy efficiency, innovation in our procedures by deploying projects, making it possible to reduce methane emissions when carbon is produced from biomass using our Brazilian furnace.

In the medium term, we'll be using hydrogen as an alternative to natural gas. By capturing the carbon that is emitted, the CO2 which is emitted, our reduced carbon footprint and our proactive approach in terms of innovation are major strong points for a competitive and a long-lasting future. We want to be a leader in our market in these areas. When I joined the company, this latter was on the brink of bankruptcy and just finalized a weighty financial restructuring program without turning around its trajectory. As early as May 2022, we launched the New Vallourec plan. It was an ambitious roadmap focused on operational improvements and strategic decisions. This has played itself out into palpable actions, such as the closure of unprofitable European assets by moving upmarket in our Chinese businesses, reinforcing our capacities in Brazil, improvement of our price policies, and reducing our overheads.

From an operational perspective, the New Vallourec plan has reached its key objectives to make Vallourec a resilient corporation, irrespective of the underlying market conditions, and narrowing the gap between us and the best players in the sector. Today, fresh initiatives are underway. We are ahead in our program designed to optimize our tooling in Brazil. In Brazil, we are progressing in the first extension phase of our mine. It was launched in the beginning of 2024. More broadly, we will be pursuing our upmarket strategy to better service our customers with ultimately a reinforcement of our prices and our margins. Sitting alongside that, we will be continuing to deploy our offerings and solutions in new energies. We are now in a position to be a key player in the energy transition and to be a key player in the decarbonated economy.

In the next few weeks, Delphy will be accredited. It is our vertical hydrogen storage solution. From a financial perspective, we have traversed a key step in our history. We've brought our net debt to zero at the end of 2024, and this one year ahead of time in terms of our initially set objective. We have totally reconfigured our capital structure to make sure that we can have a high level of liquidity, extend the due dates of our debt, and reduce our financing costs. We've also carried on with our streamlining strategy, streamlining our invested capital. One or two examples: last year, we disposed of our Düsseldorf-Rath facility in Germany, and we announced the disposal of Serimax in the first quarter of 2025. Now, these asset sales mean that we can focus more on what we do.

In other words, tube solutions that are high-end that have no welding. By way of summary, the financial restructuring in 2021 has set in train deep-seated change. The initiatives launched in May 2022 are now bearing its fruit and make Vallourec resilient, particularly during crises. This turnaround is not a conclusion, but a fresh start. Among the pillars of our success, a strategy designed to place particular emphasis on value over volume. Our price currently reflects how sound our model is and our ability to create long-lasting value. An example: look at the American market, where prices were falling by more than 40% between 2022 and 2024. Despite that, Vallourec has increased its sales price on average by 16% to reach $3,153 per ton, which reflects our premium position, particularly in the international field. Improving our proposition of value and our prices has also involved reinforcing our profitability.

We've gained 7 percentage points on gross operating income over the last two years. With the New Vallourec plan, we've also rethought how we've organized our businesses and our operational areas around three particular regions: North America, South America, and the Eastern Hemisphere. This reshuffle has enabled the group to become more effective and more agile, getting its businesses closer to its customers and improving our industrial performance thanks to its two export centers, namely Brazil and Asia. The current sales environment has borne out the intelligence of these strategic decisions. Our integrated unit in the United States means that we can meet the needs of our American customers on our onshore segment. In other words, we are fully American in America, which places us in an ideal position. Today, Vallourec enjoys a meshing that many industrial protagonists cannot boast of.

Now, we have these successes behind us, but now we are renewing our ambition. First, we want to be exemplars in extra financial criteria on safety and security by constantly reducing the frequency rate of accidents on decarbonation as well, with the objective of reducing the intensity of CO2 content in our products by 35% between now and 2035, benchmarking with 2021. Secondly, we want to improve in a long-lasting fashion our margins and narrow the profitability gap between us and our major competitors. We also want to make sure that the Vallourec shares are an investment vehicle which is high yield for our shareholders. Now, I suggest we look at 2024 from a financial perspective. I hand over to Sascha Bibert, our CFO. Let me remind you that you have interpretation headsets at your avail if you wish to hear his translated presentation. Over to you, Sascha.

Sascha Bibert
CFO, Vallourec

Maybe it works if I just speak in English.

Philippe Guillemot
Chairman and CEO, Vallourec

Normally, it should be set on the.

[Foreign language]

Sascha Bibert
CFO, Vallourec

Yeah. Is it working for everyone then?

Philippe Guillemot
Chairman and CEO, Vallourec

[Foreign language]

Okay. [Foreign language]

Sascha Bibert
CFO, Vallourec

[Foreign language]

Philippe Guillemot
Chairman and CEO, Vallourec

[Foreign language]

Sascha Bibert
CFO, Vallourec

Okay.

Philippe Guillemot
Chairman and CEO, Vallourec

Okay.

Sascha Bibert
CFO, Vallourec

[Foreign language]

Philippe Guillemot
Chairman and CEO, Vallourec

Good.

Sascha Bibert
CFO, Vallourec

Yeah?

Philippe Guillemot
Chairman and CEO, Vallourec

Okay.

Sascha Bibert
CFO, Vallourec

[Foreign language]

Merci, Philippe. Thank you, Philippe. Dear shareholders, a warm welcome from my side as well. Thank you for joining this important event. The numbers on this slide tell a clear story. Your Vallourec has become both significantly more profitable and also more resilient. While in 2024, we could not match the great result reported in 2023, also in 2024, we have continued to generate cash and reduce net leverage to zero one year ahead of the original plan. Group revenues of about EUR 4 billion are down compared to the prior year for three main reasons. First, at the end of 2023, we closed our German operations and therefore no longer had the corresponding revenues in 2024. Second, revenues in our US tubes business declined due to a much lower realized price in 2024.

Thirdly, our mine and forest segment in 2024 had both lower iron ore market prices as well as lower volumes sold. EBITDA was also lower at EUR 832 million, even though we realized a very solid margin above 20%. The main reason for the decline relates to lower profitability in the U.S. tubes business and to a lesser extent in the mine and forest segment. In contrast, our South American and Eastern Hemisphere tubes business continued to improve year- over- year and offer even more potential going forward. Net income of EUR 452 million is slightly lower than in 2023, though supported by book gains mainly related to asset sales in Germany. We have again been very successful in cash generation, supported by diligent working capital management, allowing us to reach our zero net debt target one year ahead of the original target.

Moving from the group level to our segments and starting with tubes, you see that thus far, tonnage has declined, while the average selling price and the EBITDA per ton have generally been on an upward trend, though could not fully match the 2023 level due to lower prices in the U.S. This positive trend reflects our value over volume strategy, including the right sizing of our portfolio. We have a clear strategy to strengthen our position in the premium segment of the tubes market while avoiding the highly competitive commodity segment. A very disciplined approach to pricing and selective investments aimed to strengthen our premium offerings are expected to further contribute to this repositioning of the New Vallourec. As this repositioning takes further shape, we then develop the platform to also increase profitable volumes again. Now, over to the mine and forest segment.

Volumes declined compared to the prior year and were also slightly lower compared to our expectations of around 6 million tons per year. This followed lower demand in the late summer of 2024 by customers who generally export the ore to China. Back then, stocks in China were high and freight costs elevated, leading to muted sales. This has, however, improved, and towards the end of the year, volumes sold were back to the expected levels. While EBITDA was additionally impacted by a lower iron ore market price, we have made good progress on our two-phased mine expansion, securing a high quality of the ore mined. Moving to the balance sheet and looking at net debt, I'd say the progression of net debt is possibly the most tangible indicator for the success of the New Vallourec.

We have reduced net debt quarter after quarter due to consistent cash generation and have now turned a net debt into a net cash position. Gross debt has equally been reduced from the peak of about EUR 1.9 billion to now EUR 1.1 billion. Meanwhile, we have strengthened liquidity to close to EUR 1.9 billion, composed of cash on balance sheet as well as our undrawn liquidity facilities. Those undrawn liquidity facilities have been upsized, and the maturities have been extended during our holistic refinancing. Alongside the improvements in our businesses, this reset balance sheet has clearly led to a change of perspective in the rating agencies. We have a long-standing rating relationship with Standard and Poor's, and as part of the refinancing, have added Moody's and Fitch.

The rating upgrades we have seen from S&P, Standard and Poor's, and more recently also from the two other agencies are extraordinary, even for successful turnarounds. Today, we are rated investment grade by Fitch for the first time in almost a decade. Moody's and S&P are shortly behind, in both cases with a positive outlook. All agencies highlight and confirm that Vallourec has fundamentally changed with a much more resilient and profitable business model and a very solid balance sheet. I'd like to confirm that zero net leverage is not a one-time achievement, but instead a core pillar of our new setup and both the enabler, but also the precondition for our new capital allocation framework, which will lead to substantial payouts for shareholders. Philippe?

Philippe Guillemot
Chairman and CEO, Vallourec

Thank you, Sascha. Merci, Sascha. [Foreign language] .

Thank you, Sascha. As you can see, our 2024 performance is excellent. We're very happy with the continuous improvement of the operational and financial performance of the group. The first quarter results announced last Thursday are along those same lines. Now, let's look at our value creation record and our capital allotment strategy. This is an interesting curve that shows the deep transformation of Vallourec since 2021. Our stock price has more than doubled since July 2021. Along the same period, the index of all services is down 13%, and SBF 120 went up 17%. More significant yet, our gradual decoupling with the cost of oil. The Brent price remained stable over the period, and our stock built its own trajectory, showing how resilient our model is.

This outstanding performance relies on solid fundamentals, including a robust EBITDA and a strong sales momentum with a great logbook of premium products and solutions. Our capital allotment policy relies on a direct balance between resilience, growth, and payout to dividends. We have more than EUR 1 billion in available cash and a net debt between -0.5 times and +0.5 times our EBITDA. We built a financial structure that can resist economic ups and downs. Our financial discipline is quite sensible. Most make sense when translated into value for you, our shareholders. This is why we are committing to distribute 80%-100% of our overall cash generation. We want to offer an annual dividend and perhaps buy back shares when the market conditions so allow. A high-performing company must reward those that place their trust in us.

Our proposed dividend at EUR 1.5 per share is a significant first step. This amount, which is 90% of our overall cash generation of the second half year 2024, shows that we are determined to share fairly the fruit of our performance. In summary, there are three main points. First, our performance, our results. 2024 was a decisive turning point when we reached our objective of zero net debt one year ahead of schedule while keeping a solid gross operating margin above 20%, which shows the solidity of our model and the efficacy of our transformation. Second, our extra financial leadership. Our environmental indicators now place us ahead of our sector with highly reduced CO2 emissions. In parallel, we are working constantly on improving health and safety for our employees with a clear and ambitious roadmap for 2030. For the years to come, we have a dual ambition.

We want to reinforce our resilience, our financial performance, and reward your trust with an ambitious shareholder remuneration policy. Thank you for your attention. Now, Pierre Vareille will present information on the group's governance and corporate officers' remunerations.

Pierre Vareille
Chairman of the Appointments and Governance Committee and Chairman of the Compensation Committee, Vallourec

Thank you, Philippe. Hello, everyone. About the general management of Vallourec. Though there has been no change to 2022, on behalf of the board, I want to say once again that having someone who is both President of the Board and General Manager is quite relevant in deploying the New Vallourec Plan, as you can see in the results presented just now by Sascha and Philippe. It is an outstanding situation that justifies outstanding management. The board of Vallourec now has 11 members, 44% women, and 67% independent directors. We also have a censor. At our general meeting last year, Vallourec proposed appointing Ms.

Frida Norrbom Sams as independent director for four years, term expiring at the AGM of 2028. The resolution was adopted, and Frida Norrbom Sams is now a member of the CSR committee. Ms. Corine de Bilbao's term renewed for four years, expiring at the general meeting of 2028. The resolution was adopted, and Corine de Bilbao kept her function as President of the CSR committee and the audit committee as a member. Now, the renewal of Mr. Luciano Siani Pires for a four-year term, expiring at the shareholders' general meeting of 2028, was adopted, and Luciano Siani Pires kept his position as member of the CSR committee and audit committee. Mr. Genuino Magalhaes Christino was appointed for a four-year term, expiring at the AGM of 2028, as long as ArcelorMittal acquires the Apollo Funds. This was adopted, and the operation announced in August 2024.

The term of Genuino Magalhaes Christino, when it took effect at that date, is now a member of the audit committee and the remunerations committee. After the operation went through, and in line with the shareholders' pact between Vallourec and ArcelorMittal, the board decided on August 10, 2024, to co-opt Mr. Keith James Howell to replace Mr. Gareth Turner, who resigned on the same date for the remainder of his term, subject to ratification at the next shareholders' general meeting. Keith James Howell is now a member of the nominations committee, appointments committee, and governance. We appointed Mr. Adi Mittal, replacing Mr. Austin Anton, who resigned on the date of the operation. In December 2024, Vallourec announced the appointment of a new director representing the employers of the company.

The group committee held on the 10th of December 2024, appointed Annelise Le Gall as a director representing employees, according to Article L22527(1) of the Code of Commerce. The board has accepted this nomination for four years. The board now has two directors representing employees, Annelise Le Gall and Patrick Poulin, who's also a member of the remuneration committee, while Ms. Annelise Le Gall is a member of the CSR committee. The board suggests to the general meeting to ratify the co-opting of Keith James Howell as director and to renew his term. This is the fourth resolution. My term and that of Patrick Poulin, director representing employees, are coming to an end after this meeting. I did not ask for my term to be renewed, and the board considered that it wasn't relevant so far to recruit a new director to replace me.

Consequently, and in line with Article L225-27(1) of the Code of Commerce, providing for the number of employee representatives based on the size of the board, the term of Mr. Patrick Poulin will not be renewed since the number of directors will not be above eight. At the end, after this general meeting, on decision of the board, Ms. Angela Menas, President of the Audit Committee, will also take on the role of referent director. Ms. Hera Siu, that of the President of the Committee for Appointments of Governments and Remunerations, and Annelise Le Gall, employee director, will become a member of the Remunerations Committee. Consequently, if you have a positive vote on the fourth resolution, the key numbers of the board would be modified as follows: 62.5% independent directors, 50% women, seven nationalities represented. As to now, the remuneration paid to the CEO in 2024.

Philippe Guillemot, his variable failure is EUR 774,006, i.e., 77.4% of the target amount based on the criteria defined for 2024. You can find the detail there on the following slide. For 2024, as proposed by the remunerations committee, the board, in its session of February 29, 2024, determined the components and objectives of the variable remuneration of Philippe Guillemot. The CEO's objectives revolved around three main points: the financial performance of the group with three goals of the EBITDA per ton of tubes, EBITDA group, and inventories days on hand; operational performance with a view to speeding up performance; and CSR with four objectives: quality measured by the number of client complaints per month; the TRIR measured by the number of accidents without leave per million of hours work; carbon emissions; and the percentage of executive women recruited or promoted at grade 20 and above.

In 2024, the variable share of the CEO could be augmented by 30% if the debt reduction of the group was above plan. The objectives, the quantitative objectives were 80% of the variable share of the CEO, and the financial performance accounted for 60% of the target variable share, like in 2023, and the share of societal performance objectives was 20% of the target variable part bonus. As to leading operational performance criterion, the board decided to set the rate of achieving this criteria at 135%. We'd like to underline that the refinancing was finalized successfully in April 2024, including a senior debt emission issue on eight years with a rate of 7.5% per year for a total of $120 million and a cross-currency swap over four years with a coupon of 5.8%. We identified an additional EUR 35 million in potential gains.

These are added to the actions already identified in 2023 and including the budget for 2024. About meeting the safety objective, even though the maximum rate of accidents without leave per million, as reported, per million hours of work was met this year, the fatality in Muskogee, U.S., explains the percentage of achieving this goal set at zero. As to the additional retirement, the part paid for the CEO under Article 82 is EUR 335,365. The same amount paid in cash based on the tax characteristics of this system and also the part paid under Article 83, EUR 22,256. Now the remuneration policy for the CEO for 2025. The base salary remains unchanged versus 2024. For 2025, the variable bonus of the CEO, just like for the executives of the group, could be increased by an additional 30%.

This so-called accelerator will be triggered if the available, the free cash flow objectives are exceeded. After analysis of the impact of introducing this accelerator in the incentive and recognition of the overperformance of the objective net zero debt, the board has decided to renew this mechanism and link it to free cash flow generation, adjusted free cash flow generation. The variable share for the CEO can reach 175.5% of the target remuneration of the corporate officer. This maximum is in line with the market analysis conducted in 2022 with a panel of comparable companies, comparable in terms of sales, headcount, and capitalization. The delegation given by the shareholders' general meeting in September 2021 to the board to allocate preferred shares expired in November 2024, and the board has decided not to propose its renewal to today's general meeting.

We have not considered giving bonus shares to Philippe Guillemot this year. The variable share depends on achieving several objectives that are precisely pre-established with a minimum target and maximum number set by the board on proposal of the remunerations committee. The quantifiable criteria account for most of them. The objectives taken into account to determine the variable part are defined on the basis of financial, operational, and CSR indicators of the group, in line with the nature of its activities, its strategy, its values, and the challenges ahead. In 2025, the variable share will continue to be made up to the tune of 60% of financial objectives, 20% operational performance objectives, and 20% linked to the societal responsibility of the company. Performance indicators or financial performance indicators will be EBITDA, EBITDA per ton, and the inventories days on hand.

20% of the variable share is devoted to CSR criteria, including safety and security, the measured quality of the number of client claims per month linked to supply chain, carbon emissions, and gender equality. Regarding other features of the Chairman and CEO compensation policy linked to top-up retirement and non-competition indemnity, they remain unchanged in terms of the policy voted in the same meeting last year. This holds true for indemnities for when he finishes his term. Mr. Guillemot also does not have an employment contract. On all these points, link in with the recommendations of Afep- MEDEF. Now let's look at the compensation of directors. In 2024, the global envelope likely to be given to administrators stood at EUR 1.25 million. The total amount dispersed was well below that level, as you can see on the slide displayed behind me.

I turn now to the compensation policy for directors in 2025. This is something you see behind me. It means that we can have an effective and in-person contribution of directors at the Board of Directors meetings. The total envelope remains unchanged compared with 2024. The fixed element remains unchanged compared with the previous compensation policy. According to the Afep-MEDEF code recommendations, which requires that a fraction of directors' compensation flow from effective presence, and that should be preponderant in terms of the fixed share. This fixed share can only weigh in for 35% of global compensation. The variable share, in keeping with the amendment adopted in the assembly of 2023, is indexed on the physical presence of directors, as we see on the slide.

The compensation of the Senior Director is aligned on that of the Vice Chairman of the Board of Directors to reflect modifications in powers contemplated by the Board of Directors. This will require adoption by the shareholders through the 13th resolution to confer upon the Senior Director powers to convene the board. Mr. Genuino Magalhaes Cristino and Keith Howell have renounced their compensation as directors. Thank you for your attention.

Philippe Guillemot
Chairman and CEO, Vallourec

Thank you very much, Pierre. Before we hear from the statutory auditors, I'd like to thank very warmly Pierre Vareille, whose term finishes today. He offered fabulous contribution to our Board of Directors meetings. I'm also delighted to announce the appointment of Angela Menas to the position of Independent Senior Director. Perhaps I can ask Philippe Grandclerc from KPMG to offer the findings of the statutory auditors. Thank you very much, ladies and gentlemen.

Philippe Grandclerc
Partner, KPMG

Good morning to one and all on behalf of the statutory auditors of Vallourec, EY, and KPMG. We wanted to report on our engagement for the 2024 financial year. We have jointly issued several reports. You'll find them among the documents that have been issued, and you'll see them also displayed behind me. These reports are Vallourec SA's annual financial statements. We also have Vallourec Group's consolidated financial statements. We have regulated agreements. We have the sustainability statement. We also have capital operations as provided for in the resolutions that will be placed before you for approbation or in the articles of association. I propose that I don't read exhaustively the report, but perhaps I can offer a summary of the salient features of my report.

Our reports on the annual and consolidated financial statements, you'll find them on pages 395- 398 and from 371 and 374 of the universal registration document. Now, our audit plan, as well as the detailed conclusions of our work, were presented to the audit committee, as well as to the board of directors of your group. The objective of our engagement was to obtain a reasonable assurance in accordance with our professional standards as to whether the annual and consolidated financial accounts taken as a whole were free from any material misstatement. Our two firms have been involved in France and internationally.

In all, the significant entities of your group and our approach and our audit procedures have been tailored to the various businesses of your group to make sure that we can take into consideration what's specific in terms of regulations, risk profile, organization, internal control procedures, as well as significant or non-recurring operations or transactions over the relevant period. Now, looking at our report, we also paid particular attention to applying accounting policies, principles, the review of significant estimates made by management. We've also looked at very closely the overall presentation of the financial statements and the quality of the financial information reported therein. Our financial statements include key audit matters of our audits, as well as the procedures we have used to respond for the financial accounts. It is the valuation of the equity securities and the related receivables of Vallourec tubes.

For the consolidated financial statements, we paid particular attention to valuing goodwill and intangible and property, plant, and equipment of Vallourec South America tubes cash-generating unit. We find that we have no qualifications for the group, as well as Vallourec S.A. We have also run specific checks, required under standards of professional practice, and have no observations to make. Lastly, we checked compliance with the presentation of consolidated accounts in the Single European Electronic Information Format known as ESEF. Our special report is something that you'll see in the ERD. Let me tell you that we have not been given notice of any agreements authorized and concluded during the past financial year that should be submitted to the general meeting for your approval.

Now, the moderate assurance report issued by Ernst & Young on sustainability statements, you'll find that on pages 149 and 151 of the universal registration document. It finds that there's no material misstatements relating to all the information that was provided with a technical observation related to the first application of CSRD. It also comes with a reasonable assurance report without qualification or comment on a selection of indicators. Lastly, with the two reports on capital-related transactions, what can I tell you? We drew up a report on the delegations with respect to capital transactions, and you are required to vote on that under resolutions 10, 11. [Foreign language].

Your board of directors offer you in resolution 10 to authorize for a period of 14 months to allocate existing and issued ordinary free shares. In resolutions 11 and 12, delegate to it the power to decide on the increase of your company's share capital to issue shares and/or securities with cancellation of preferential subscription rights for members of employee savings plans that have been set up within the group for a period of 26 months, and to employees and corporate officers of the company and companies of the group for a period of 18 months. Correctly interpreted. We have implemented the necessary due diligence procedures regarding professional doctrine applicable in France. Now, looking at resolutions 11 and 12, the board of directors did not, in its report, set out the final conditions on which the issuances would be carried out. So we have no opinion on that.

Neither do you have an opinion on the proposed cancellation of the preferential subscription entitlements. We will be drawing up an additional report if these delegations were to be used by your Board of Directors. Additionally, we have drawn up a report on the conversion of preferred shares pursuant to the articles of association. We have no comment to make on the conversions made. Ladies and gentlemen, thanks very much.

Philippe Guillemot
Chairman and CEO, Vallourec

Thank you, Philippe. Now, we shall pick up on questions in the auditorium. Before you ask your question, please, would you mind identifying yourself, name and profession? There are microphones roving in the auditorium. I can see a first question.

Good afternoon, Mr. Guillemot. I have been a shareholder of Vallourec for the last six or seven years because I believe in this company. I have four questions to put to you, sir. Sorry, I did not introduce myself.

I'm commander of the French Navy—sorry, Air Force—retired. The share price, everything's going fine. About four months ago, was it EUR 19.82? Not five years. It's now going to fall. How can you explain the share price that's slipping? An institution that is selling but should be buying. Everything's going well, apparently. We should be buying. That's my first thought. Second thought, you will know, of course, and I'm just looking at my piece of paper, 18.9% of salespeople that are running a debt. I mean, they're speculating. They're not investing. What are you going to do about that? Can we ask the AMF to step in? I mean, it's a bit scandalous. This goes against the interests of minor shareholders. Some companies remove the share from the SRD. Sorry, it's a bit lengthy.

It's good for the dividends, however. It's a bit of a breather. Of course, even though I bought the security much cheaper, I preferred now to be selling at EUR 20. But the EUR 1.5 dividend, that's great. Is it going to continue? Are you going to increase it?

Thanks very much for your question. I turn to the first question. The share price, does it reflect the underlying performance of the company? You talked about the share price four months back and the share price today. You would have seen that a certain number of announcements and events have gone by, particularly in terms of pricing in the United States. Quite obviously, the macroeconomic backdrop weighs down on all corporations, including ours.

Even though, as I said a moment ago, in terms of pricing, we're not directly hit because 100% of what we sell on the onshore market is generated in the US from the production of steel, rather, all the way through to the finished product. If investments of our customers reflect a significant fall in the consumption of steel, if that should happen, that's that. For the time being, we're not there. I invite you to be a bit more patient. Now, selling in a state of indebtedness, okay, may be a bit of a surprise, but it's a technical issue. We have PSA supporters. PSAs were given to the banks that supported the financial restructuring of the group in 2021. Many of these bearers have entered into troubled waters when the share price reaches about EUR 15.

This is why, it may strike you that we have short selling, a high level of short selling, leaving CSRD. No, that's not on the agenda at all. In terms of the dividends, let me reiterate what I said just a moment ago. What we want to do is to redistribute between 80%-100% of total cash generated. We want to be highly disciplined with our balance sheet because we do not want to go beyond a lever of more than 0.5% gross operating income once we've paid out to the shareholders. Yes, you may expect dividends pay out over the next few years, given the fact that we can churn out cash. That change will reflect our ability in a continuous fashion to increase our operational performance, our margin, and our ability to produce cash. Next question. Yes?

Hello, Mr. Chairman.

I'm absolutely delighted to have heard you this morning about on BFM Business, that TV channel. In fact, you answered questions I would like to have put to you. Now, of course, I would urge you to attend these events. I think the most effective chairmen in our companies do attend shareholders' meetings. I heard you speak maybe a few months ago or a year ago talking about the outlook and how our company is changing. If you want to give information to investors, then don't forget BFM TV. I think it's a fabulous platform to speak from. Now, another point which strikes me somewhat, namely, you have no institutional investors, in particular from the English-speaking world, that wishes to see a separation between chairman and general manager. Perhaps you can tell us who are the foreign investors in the equity structure. Perhaps I should introduce myself.

Actually, I forgot to do that. I'm a retiree. I was an institutional investor in the past. I was a financial director in a retirement fund.

Thank you very much for your comment about how the group communicates with the outside world and particularly through this type of event. Now, 50% of our securities, beyond those which are held by ArcelorMittal, are within the hands of the English-speaking investors, if you will. As you can see, that mirrors, if you will, our industrial footprint. What you're referring to hasn't been raised by the investors. When we have a conversation with them, they don't raise that particular point. Any more questions in the auditorium?

Yes, there's a question over here. Yes, I'm over here. Now, you talked about Serimax. It's on sale at the beginning of the year. Do you have any news?

Because you said, namely, the word Serimax. But where does it stand? Who's it for? When and what? No doubt something will happen with that.

Serimax, yes, it was announced, as you saw, the announcement that was made in the first quarter. The transaction has been signed. Now we need to get all the authorizations to enable us to close this transaction. That should be in the next few months. For the time being, things are going according to plan. Obviously, this disposal, in terms of the group at least, corresponds to a cash injection. That cash injection will be added on to the cash generated through our operations. As I said earlier on, this will increase the cash generation overall this year. As you know, it's the basis upon which we can calculate a return for the shareholders. Next questions.

Sorry, do forgive me. I did not see. Gerard Pensée is my name. Well done for the recovery of the company. Well done for the dividend. I am absolutely delighted to pocket some dividends as well. I was asking myself, I was wondering why ArcelorMittal is in our equity structure. How can I put it? Is not there incompatibility between the appetite of this weighty equity holder who may be interested in a return on his investment, but that might not be compatible with the long-lasting interests of our company? Are there any sales interests shared between our company and ArcelorMittal? Thank you.

I will answer the second question. First, there is no commercial relationship between us and ArcelorMittal or only very limited on pellet production in Brazil. It is very small. To the rest of your question, I might have expected it with regard to Apollo, our former shareholder.

They supported the objective of zero net debt, which I said when I came, and which we reached a year ahead of schedule. ArcelorMittal is perfectly in line with the strategy that was deployed with Apollo. Now, ArcelorMittal is our main shareholder and now a big corporation, industrial corporation, and a long-term shareholder. There is no longer any mortgage on our capital. We can work on all-time horizons, short-term, medium-term, and long-term. This is why we are developing in new energies, and this will pay out in a few years. We will have to wait a few years to see.

Hello, Pierre, Therony. I am a pensioner from Vallourec and Schlumberger. Will you use 3D printers in VAM service centers in order to make mechanical parts like sleeves very quickly, as if operators need them in under 24 hours, drilling parts?

Okay. Vallourec has refocused on its core business, tubes that are used to make the columns our clients use for their oil and gas drilling. We have another additive activity. In Aulnoy, we have robots. It is similar to the 3D printers you mentioned that can be used to make single parts based on a digital plan. We do do that, not just for our oil and gas clients. You saw an announcement two years ago. We have a contract with Naval Group and other large industrial companies that are interested in this technology, which is taking a long time to be deployed. Right now, we are in a stage that is more of trial testing R&D rather than series manufacturing, mass manufacturing. I have to say that Vallourec has developed true expertise, not just in robots. Anyone can buy a robot.

Everything that comes before the robot, digitization of the part, and everything that comes afterwards. The expertise of the group is non-destructive test because making a part is one thing, but showing that it's fit for use is something else. We have this expertise. In a few years, we have become the reference in Europe in 3D printing using welding wires. Any other questions? Okay. If that was the end of the questions, I suggest we now give the floor to Sarah Dib, and we can vote.

Sarah Dib
General Secretary, Vallourec

Now let me announce the final quorum. The attendance sheet shows 3,896 shareholders with a majority of our shares, with voting rights and making up our capital, are present representatives. It is a quorum of 74.75%. Now, please watch a short film explaining how to use the electronic voting device. [Foreign language] .

[Foreign language]. Insert your chip card. Make sure it's turned towards you and towards the bottom. Insert the chip card until the red line in the voting device. A welcome message confirms that you've introduced the card properly. Your name, number of shares, and voting weight is displayed. When the vote opens, you are given the choice of answers. To vote, press the number of your choice. For instance, here, press one. A message confirms your vote has been received. If you change your mind, you can press X to cancel your answer and vote again before the vote is closed on this resolution. If your chip card is not inserted properly, you will get an error message on the screen. Don't forget to return the voting device and chip card to us at the end of the meeting.

Please switch off your cell phone during the meeting. We'll vote one resolution at a time using the voting device. You received it strictly personal and private, and it's defined for your number of shares you hold or represent. I will just read the titles of the resolutions and not the entire brochure, which is available on our website. After I read the title, I'll say, "Please vote." You will have 10 seconds to vote. At the end of the 10 seconds, I'll say the voting is closed and you can no longer vote then. The results will be displayed on the screen in the room just a few seconds after the end of the voting time. To adopt ordinary resolutions, it's a 50% majority of votes that's required. For extraordinary resolutions, we require a majority of two-thirds of votes expressed. Ordinary part.

First resolution, approval of the accounts for 2024. Please vote. [Foreign language] . Please stop voting. Voting is closed. The resolution has been adopted, has been passed. Second resolution, approval of the consolidated accounts for 2024. Please vote. [Foreign language] . Voting is closed. The resolution has been passed. Third resolution, how to distribute the profit of the 2024 fiscal year. Please vote. Voting is closed. The resolution is adopted. Fourth resolution, ratification of the cooptation of Keith Howell as Director and renewal of his term. Please vote. Voting is closed. The motion is carried. Fifth resolution, approval of information on the compensation for each corporate officer as required by Article L221-091-I of the Code of Commerce in the report on corporate governance. Please vote. [Foreign language] . Voting is closed. Motion carried.

Sixth resolution, approval of fixed, variable, and exceptional portions of the compensation and benefits in any state paid in 2024 to Philippe Guillemot as Chairman and CEO. Please vote. [Foreign language] . Voting is closed. Motion carried. Seventh resolution, approval of the compensation policy for the CEO for 2025. Please vote. Voting is closed. The motion is carried. Eighth resolution, approval of the directors other than the President's compensation policy. Please vote. [Foreign language] . Voting is closed. Motion is carried. Ninth resolution, authorization to the board to intervene to take action on the company's shares. Please vote. [Foreign language] . Voting is closed. Motion carried. Now to extraordinary resolutions. Tenth resolution, authorization to the board to provide bonus shares. Please vote. [Foreign language] . Voting is closed. Motion is carried.

Resolution 11, a proxy to the board to decide on capital increase by issuing shares or bonds, giving access to capital immediately or later, doing away with the preferential subscription right reserved for the company savings plan holders. Please vote. Voting is closed. Motion carried. Resolution 12, proxy given to the board to decide on capital increase by issuing shares or bonds, giving access to capital immediately or later, doing away with the preferential subscription right of employees and corporate officers of Vallourec under Article L225180 of the Code of Commerce, excluding the company savings plan. Please vote. [Foreign language] . Voting is closed. The motion is carried. [Foreign language] . Resolution 13, changing the articles of association to increase the financing of French companies and attractiveness of France and specify the powers of the lead director. So it would be modifying Article 10 of the bylaws. Voting is closed.

Motion carried. Resolution 14, powers for formalities. Please vote. [Foreign language] . Voting is closed. Motion carried.

Philippe Guillemot
Chairman and CEO, Vallourec

Thank you, Sarah. In conclusion, our success these last few years did not happen by chance. The result from the choices made in 2022, the daily care minimum of 13,000 employees, and the trust you place in us. The story we are writing together is far from over. We have solid bases, tangible results, and a clear path ahead. We stand at a turning point in our history, and I'm very enthusiastic about our future prospects. I look forward to sharing with you the next steps. The agenda has been used up. The meeting is closed. Thank you for being here. Thank you for your support, and we'll see you at our next general meeting on May 21, 2026.

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