Ladies and gentlemen, dear shareholders, good afternoon. I'd like to welcome you to this 2026 annual general meeting. Thank you for being here, and thank you for your continued trust in Vallourec. Joining me today, we have Hera Siu, Chair of the Nomination and Governance Committee and the Remuneration Committee; Nathalie Delbreuve, Chief Financial Officer; and Norah Lalaoui, Head of Securities Law and Corporate Governance at Vallourec. Hera Siu will speak in English. Headsets were provided to you so you may hear the French inte rpretation of her remarks. The statutory auditors, Ms. May Kassis-Morin of Ernst & Young and Mr. Philippe Grandclerc of KPMG, have been told to attend the meeting. Maître Sébastien Tranchant, Judicial Officer, is also present.
I also invite the two members of the meeting who are present and willing, representing the largest number of votes, taking into account the votes held by the proxies of representative shareholders, to form the presiding committee as scrutineers. The Vallourec Actions Employee Share Funds represented by Michel Cardon and Ludovic Oster. Norah Lalaoui is appointed as secretary of the meeting by the presiding officers. She'll remind us of the legal formalities that have been completed to enable this general meeting to be held.
This meeting is being held on first notice. The notices of meeting and convocation were pu blished in accordance with the legal and regulatory provisions in force, and individual letters of convocation of notice were sent to each registered shareholder in accordance with the law. All the information and documents required by law have been made available to shareholders, including on the company's website, within the timeframe and in accordance with the procedures laid down by law. These documents include, in particular, the 2025 universal registration document, which is also available under the same terms. I'd like to point out that I have on this desk all the legal documents required for this meeting. They are made available to sharehold ers here.
As to the agenda of the meeting and the resolution submitted for your approval, I invite you to consult the notice of meeting, which was made available to you at the entrance to the room and is also accessible on our website. Your board of directors has not received any requests from shareholders to include draft resolutions or new items on the agenda. In addition to the draft text of the resolutions, this booklet contains the reports of the board of directors and statutory auditors. You also find on the company's website, under the Annual General Meeting section, the presentation for this meeting currently being shown on the screen. This meeting is being broadcast live. The recording of the meeting will be available on the company's website in accordance with the applicable regulations.
Our shareholders have also had the opportunity to use an email address made available specifically for them to submit their questions. Your board of directors has not received any written questions from shareholders. I'd like to inform you of the presence of Maître Sébastien Tranchant, Judicial Officer, whose role is to verify the proper conduct of the meeting and voting. As to the quorum, the calculation for this GM is based on 229,561,388 shares. The quorum required for deliberations falling within the remit of the ordinary general meeting is at least 20% of the total number of the company's share carrying voting rights, i.e., 45,912,278 shares. The quorum required for deliberations falling within the remit of the extraordinary GM is 25% of the total number of the company's shares carrying voting rights, i.e., 57,390,347 shares.
At this stage, and based on the attendance sheet drawn up by Uptevia, the provisional quorum stands at 77.16%. The meeting is therefore duly constituted and may therefore validly deliberate on both the ordinary and extraordinary business. The final quorum will be communicated to you before the vote on the proposed resolutions. Final point, it will be no longer possible to sign on the attendance register once the Q&A session begins. Shareholders arriving after the attendance register is closed may attend this meeting but will no longer be able to vote.
Thank you, Norah. The meeting is open. After my introduction on the group strategy and latest news, Nathalie will present the financial results of 2025. I will then outline our capital allocation strategy and ambitions regarding shareholder returns for 2026. Hera Siu, as Chair of the Nomination and Governance Committee and Chair of the Remuneration Committee, will present information on the group's governance and the remuneration of corporate officers. The statutory auditors will present the conclusions of their reports. We will then answer your questions. Finally, following these discussions, the proposed resolutions will be put to the vote at the meeting. Dear shareholders, once again, 2025 was a year of transformation and success. Our performance has been driven by the ongoing commitment of Vallourec's 13,000 employees, who I would like to thank for their contribution to the group's success.
Thanks to them, we have made progress across all of our strategic priorities. For the third consecutive year, we achieved a leading EBITDA margin of over 20%. We significantly narrowed the profitability gap with our main competitor. Above all, as you saw, we return to an ambitious dividend policy with the clear aim of being one of the most attractive companies for its shareholders among our peers. Following the success of the New Vallourec plan launch when I took the helm of the group in 2022, we are now fully committed to our new roadmap From Good to Great. While remaining focused on value, From Good to Great reflects our determination to achieve excellence across all our industrial operations and support functions. The ambition is clear: profitable growth.
We continue to prioritize value over volume to improve our operational efficiency, to invest in innovation, and to manage our invested capital rigorously. We're also strengthening our industrial leadership in our traditional markets through targeted investments, as we did last November in Youngstown, U.S.A. Finally, we're making progress towards achieving our ambitions in new energy, which is a key area of development for Vallourec. As you can see, Vallourec's momentum is excellent, and following the recovering phase, we are now perfectly positioned to address the energy challenges of today and tomorrow. I'm convinced that the collective commitment of our teams, combined with the renewed confidence of our shareholders, will enable us to maintain this excellent momentum. As you know, the health and safety of our employees is our top priority.
It is a prerequisite for everything we do. In 2025, we continued on our path towards excellence and safety. Our rate of accidents with and without lost time per million hours worked fell again last year by more than 35% to 1.25. We're making progress towards our 2030 targets. This is the result of the daily commitment of all of our employees. It's also the result of our sustained investment in reducing risks, on the one hand, by training our employees to develop a safety culture and also using protective measures to ensure ever-safer working environments. However, behind this undeniable progress, there are unfortunately some unacceptable realities. In 2025, we regrettably experienced four serious accidents that will leave our colleagues with lifelong consequences. These accidents affect us deeply.
Our thoughts are with these employees, their families, their loved ones, and their colleagues. These tragedies remind us of the importance of our 2030 target. Zero serious accident resulting in lifelong sequelae, an accident frequency rate with and without lost time of 0.2 or less, and zero occupational illness. It is to achieve these objectives by 2030 that we've rolled out our health and safety roadmap. This roadmap has already begun to demonstrate its effectiveness, and we are determined to continue its rollout to lead Vallourec towards excellence in health and safety. Here, let me remind you of my belief that Vallourec's future also lies in its ambition to set an example in non-financial criteria.
The group recently confirmed its EcoVadis platinum rating with an overall score of 86 out of 100, and we are proud to be among the top 1% of companies in terms of CSR maturity. We are, in fact, firmly committed to being a leading player in a decarbonized economy. This is an area in which we've already achieved a recognized level of excellence and where we aim to maintain this lead. Our carbon footprint is 1.45 tonnes of CO2 per tonne of tubes manufactured, which is almost one third lower than the average of our competitors. To go even further, we are focusing on three key levers for decarbonization. Firstly, our industrial footprint with operations in countries that allow us to use almost exclusively low-carbon electricity and the continuation of our efforts in energy efficiency.
Secondly, process improvements at the heart of our circularity approach. Over the coming years, we will increase the proportion of recycled scrap in our steel, alongside the use of biomass-derived coal in Brazil to replace fossil coke. Thirdly, procurement. To develop our capacity to source low-carbon electricity and increase the proportion of recycled steel we purchase. As you can see, year after year, we are maintaining an ambitious decarbonation trajectory, which is bearing fruit and should enable us to remain the leader in our market. Vallourec's commitment to the environment is not a recent development. It is long-standing and based on the most stringent standards. Our target for 2025, validated by the SBTi, was achieved three years ahead of schedule.
Our 2030 roadmap is now based on the Global Steel Climate Council's international standard, the global benchmark for steel decarbonation. As mentioned earlier, Vallourec aims to increase its contribution to a circular economy by continuing to use steel produced from recycled scrap as its primary source. The GSCC standard is currently the only international standard to offer a methodological framework that recognizes the low-carbon nature of using scrap. According to the World Steel Association, steel production from scrap emits an average of 0.71 tons of CO2 per ton of steel versus 2.66 tons for steel with a low recycle content produced via blast furnaces, which consequently contribute more to global warming. You will therefore easily understand our decarbonization strategy and our choice of the GSCC standard.
This standard provides a calculation of the carbon footprint of steel that is representative of Vallourec's industrial activities and takes into account all raw materials. The GSCC standard therefore enables us to communicate the complete and accurate carbon footprint of the steel used by Vallourec. We have a transition plan aligned with the Paris Agreement and confirm our targets of a 30% reduction in emissions by 2030. Our commitment to decarbonization is reflected in a structured plan in three areas. By 2030 compared to 2021, we're targeting three objectives. A 30% reduction in the carbon intensity of our rolled steel, a 30% reduction in the carbon intensity of our finished product, and a 25% reduction in our total carbon emissions across our entire value chain. To achieve our targets, we're focusing on three key areas.
The evolution of our industrial footprint, process improvements, and an increase in the purchase of steel made from recycled scrap, as well as a low-carbon electricity supply. This trajectory demonstrates our commitment to combining industrial performance with environmental responsibility. Allow me to briefly review our roadmap. When I took the helm at Vallourec, the company was on the brink of bankruptcy and had just come out of financial restructuring. In 2022, we launched the New Vallourec plan with strong measures, powerful measures, reorganizing our geographical footprint to move closer to our strategic markets, moving upmarket by prioritizing value over volume, improving our pricing policies, and reducing our overheads. On the financial front, after reducing our net debt to zero at the end of 2024, a year ahead of schedule, we restructured our capital structure and significantly reduced our financing costs.
We also continued our strategy of rationalizing invested capital with the sale of Serimax completed in 2025. Over four years, we therefore completely reorganized and turned Vallourec around to very significantly improve our efficiency and profitability, and thus build resilience. A new chapter is now beginning, and that's the essence of our new roadmap, From Good to Great, which aims to chart a course focused on profitable, sustainable growth. It's built around key pillars, continuing to prioritize value over volume with strict commercial discipline, strengthening operational excellence, which is also a key pillar of Vallourec's transformation. This requires a collective focus on performance, process improvement, and execution discipline. Continue to expand our development in premium offerings, and finally expand our developments in new energy sectors where Vallourec is well positioned to become a key player.
As you know, we simplified and adapted our industrial footprint to be as close as possible to our customers with an organization now structured around three key regions, North America, South America, and the Eastern Hemisphere. This organization has enabled the group to become more efficient and agile, to bring its operations closer to its customers, and to improve its industrial performance. In practical terms, this resulted in 2025 in major contacts and greater resilience. This structure positions us ideally to capitalize on developments in the oil and gas market. In an uncertain international context, the recovery in drilling activity is expected to initially result in an increase in short cycle projects in the U.S., followed by support from longer cycle projects from 2027 onwards, particularly offshore.
In this context, our industrial network and our premium solutions are key assets. In the U.S., we offer high torque OCTG connections designed to meet the growing demand for wells with ever longer laterals. Our production there is entirely domestic for unconventional operations. We continue to strengthen our industrial capabilities in this market, notably with a $48 million investment in a new premium threading line in Youngstown, Ohio. In Brazil, our premium solutions can withstand some of the world's most demanding operating conditions. Our positioning enables us to support Petrobras' strategic plan with a long-term agreement signed in 2025 to cover its offshore OCTG requirements until 2030, with a potential turnover figure of $1 billion. Also, in Brazil, we finalized the integration of Thermotite do Brasil, our first acquisition in nine years.
This transaction enables us to position ourselves in the market for thermally insulated lined pipe solutions for deepwater projects. Finally, in the eastern hemisphere, we support our customers on demanding oil and gas projects, such as unconventional or deepwater projects, through long-term contract and a comprehensive range of services. As you can see, wherever our customers plan to accelerate their growth, Vallourec is ready to support them. Let's now turn to our positioning in new energy sources. As energy security concerns play an increasingly important role in decision-making across the globe, we have developed proven technologies that help countries generate and store their own energy. These technologies include solutions for both traditional and next-generation geothermal energy for underground CO2 storage, as well as Delphy, a vertical underground storage solution for green hydrogen.
In addition to these technologies already available, there are also promising developments in the production of white hydrogen and helium, where we have formed partnerships with key players. With regard to geothermal energy, the strategic agreement signed with XGS at the start of the year and with Fervo Energy last month demonstrate the strength of our positioning. We would like to remind you that the latter represents a potential turnover of up to $800 million over five years and equivalent to our largest contracts in the oil and gas sector. This is the proof that we are on the right track. I would like now to go back to one of the most significant developments of 2025, the confirmation of a significant and structural improvement of our profitability.
As you can see, we have considerably narrowed the margin gap with our main competitor in 2025. I would like also to point out that since then, our tubes segment posted an EBITDA per ton in the first quarter of 2026 that was higher than that of this competitor for the first time since we launched the New Vallourec plan four years ago. At the same time, the optimization of our assets and our discipline in capital allocation are resulting in a first-class return on invested capital, significantly higher than that of our competitor. With solid fundamentals and a well-established strategic plan, we are approaching 2026 and the years ahead with renewed ambition centered on three key priorities. First of all, to continue and strive for excellence in health and safety and make progress on our ambition decarbonization objective.
Secondly, to continue and improve the return on capital through searching for operational excellence while optimizing our assets still. Finally, to keep our commitment to our shareholders by establishing the Vallourec share as a high-yield investment vehicle in the long term. Before giving the floor to our CFO, I would like to turn quickly to recent developments. The announcement that was made yesterday by ArcelorMittal of the disposal of about 10% of Vallourec's capital. As you could see this in their financial release, this operation is part of the allocation of the capital equities to ArcelorMittal. It shows that our main shareholder naturally benefited from the share price of Vallourec, reflecting the progress that were made recently. After this transaction, ArcelorMittal will keep about 17% of our capital.
It will remain our first shareholder, as it has been the case since it initially invested in 2024 and will continue to have one seat at the board of directors. ArcelorMittal has also confirmed its support to the strategy and managing team of Vallourec. With a sound fundamental basis, Vallourec intends to continue the implementation of its strategy, focusing on value versus volume, operational excellence, innovation, and targeted investments on key oil and gas markets, especially in geothermal energy, hydrogen storage, and carbon capture. I would like now to discuss the financial elements, giving the floor to Nathalie Delbreuve, our CFO, and I would like to welcome her to this assembly and general meeting.
Thank you, Philippe. Hello, everyone. I would like now to move to slide 15, showing the consolidating financial performance of Vallourec for the 2025 financial year. The group's revenue stood at EUR 3.8 billion, down 6% on the previous year. 1% at constant exchange rates. EBITDA reached EUR 819 million, representing a margin of 21.5%, up from the 20.6% recorded in 2024. Once again, this shows the resilience of our business model. I would like to emphasize that the slight decline in EBITDA from EUR 832 million down to EUR 819 million includes a significant adverse currency impact of EUR 47 million. Net profit for the group amounted to EUR 355 million, down on the previous year. This change is primarily due to the absence of the one-off gain from the bond refinancing in 2024.
We ended the year with a net cash position of EUR 39 million, an improvement of EUR 18 million compared with December 31st, 2024. This reflects strong cash generation and includes EUR 370 million paid out to shareholders. Let's move now to slide 16, focusing on our tubes segment. Over the full financial year, sales volumes totaled 1,244 kilotons, a slight decrease compared with the previous year. This reflects a weaker activity in some regions of the world, as well as the continuation of our strategy, prioritizing value over volume. Average selling prices remained high at EUR 2,834 per ton. This once again shows our strategy, which focuses on the high value rather than volume, as well as a continued strong demand for premium OCTG solutions. Let me continue with slide 17, which covers our mining and forestry business.
In 2025, sales volumes of iron ore reached 6.2 million tons, up 15% year on year, while EBITDA stood at EUR 171 million, compared with EUR 108 million in 2024. This improvement is mainly due to the successful startup of phase I of the mine expansion at the end of 2024. To a lesser extent, to a positive non-cash impact linked to the periodic revaluation of our forestry assets. Our mine remains a major asset and a significant source of cash flow for the group. Let's continue with slide 18. As of December 31, 2025, Vallourec's net cash position stood at €39 million, as previously explained. Gross debt stood at €862 million, down from €1.1 billion on December 31, 2024.
In September 2025, Vallourec announced the partial repurchase of its senior bonds maturing in 2032 for a total amount of $82 million, which contributes to the continued optimization of the group's financial structure. As of December 31st, 2025, Vallourec's liquidity position was very strong at EUR 1.7 billion, comprising EUR 965 million of cash, EUR 550 million available under a confirmed bank credit facility, and EUR 138 million available under another credit facility that is asset backed. Slide 19. You can see the positive trend in our credit rating. In 2025, the three main rating agencies upgraded Vallourec's rating to investment grade. The transition from a selective default in 2021 to investment grade four years later took place in record time.
This exceptional progress shows the success of our strategic transformation, the structural improvement in our margins, and the enhanced strength in our balance sheet. This marks a major turning point for the company, resulting in a significant reduction in our long-term cost of capital. Slide 20, we highlight the key messages from S&P and Moody's and Fitch. All the rating agencies emphasize, first of all, a sustained improvement in margin, a strong cash generation, a more resilient business model. These assessments reinforce our confidence in Vallourec's value creation potential in the long term.
Thank you, Nathalie. As you see, the 2025 results are once again excellent. We are very pleased with the continued improvement in the group's operational performance and financial health of the company. The first quarter results announced last week are also in line with the trend. With first-class margins and cash generation, I would now like to move to our capital allocation strategy and our shareholder return policy for 2026. As last year, let me first draw your attention to this graph, which illustrates Vallourec's transformation path. Since the financial restructuring in 2021, our share price has significantly outperformed the Oil Services Index, as well as the SBF 120. Our capital allocation policy is based on striking the right balance between resilience, growth, and shareholders' returns.
With over EUR 1 billion available cash and a net debt kept around 0.5 times our EBITDA, we have built a financial structure that is capable of withstanding economic uncertainties. This financial strength enables us to wisely invest for the future. Each year, we allocate between EUR 150 million and EUR 200 million to industrial facilities and to rigorously selected projects. In such a context, as I said at the beginning of the meeting, we have invested $48 million in a new premium threading line in Youngstown, Ohio, to meet the growing demand for high-torque VAM connections for the U.S. offshore unconventional market. Finally, our financial discipline only truly makes sense when it translates into value for you, our shareholders.
That's the reason why we committed to distributing between 80% and 100% of our total cash flow, with the aim of maintaining an annual dividend supplemented by share buybacks when market conditions permit. This capital allocation policy, combining financial prudence, targeted investments, and attractive compensation, positions Vallourec as a resilient company capable of creating sustainable value, whatever the market conditions. This ambition is reflected in our shareholder return policy for 2026. We therefore confirm our intention to return nearly EUR 650 million to our shareholders. As announced last week, Vallourec repurchased approximately 5 million shares during the first quarter for a total amount of EUR 91 million, representing nearly half of the EUR 200 million budget allocated to our buyback program.
I would like to emphasize that the amounts that are not used under this buyback program will be included in the exceptional interim dividend paid in August. Of course, this dividend remains subject to the usual conditions of approval, as well as the approval of Vallourec's board of directors in July 2026. I would also like to point out that the amount of this dividend remains conditional upon the full exercise of Vallourec's outstanding warrants by their expiry date, June 30th, 2026, at the latest. As a reminder, the adjusted price of the warrants is €9.21 per share. To conclude, I would like to highlight three key points. First of all, our results.
Vallourec once again showed a solid performance in 2025, marked by the payment of the first dividend to shareholders in 10 years about the granting of an investment-grade rating by three main rating agencies. Secondly, our non-financial leadership. Vallourec is among the leaders in its sector in terms of CSR policies, with strong ambitions regarding safety, health, and reducing its environmental footprint. Thirdly, with our strategic plan, From Good to Great, we are building profitable growth for Vallourec. This is supported by research and development projects and targeted investments in order to address current and future energy challenges while rewarding our shareholders' trust with an ambitious remuneration policy. Thank you for your attention. I will now like to invite Hera Siu to present the information regarding the group's governance and the remuneration of corporate officers.
Before handing over to her, I would like to welcome her to a new role as Chair of the Nomination and Governance committee and of the Remuneration committee. You have headsets available for translation into French.
Thank you, Philippe. Good afternoon, everyone. Let me now turn to the composition and governance of the Vallourec Board of Directors. As you can see from the slide, our board currently comprise nine members, including 55% women and 45% men, representing eight nationalities with an independence rate of 63%. We also have an observer who is a non-voting member. Each year, the board assesses the diversity and skills of its member to ensure they remain aligned with the Group's strategy and key challenges. Vallourec board of directors brings together complementary profiles that reflect the Group's international footprint and the industrial nature of its business. Directors have senior executive experience and a broad range of expertise covering all key areas. This diversity of profiles and competencies enables effective oversight, high-quality discussions, and informed decision-making at the board level.
The work of the board of directors is supported by four committees, which play an advisory role and prepare the board's decision. First, we have an audit committee chaired by Ms. Angela Minas, Lead Independent Director. Second, we have a CSR committee chaired by Ms. Corinne de Bilbao , and also Independent Director. We have a nomination and governance committee and a remuneration committee, both of which I chair in my capacity as an independent director. Few changes happened in 2025 and early 2026. On May 22nd, 2025, the terms of office of Mr. Pierre Vareille and Mr. Patrick Poulin expire at the close of the 2025 AGM, their renewals was not proposed. At the same time, the co-optation of Mr. Keith James Howell was ratified, and his term was renewed for four years until the 2028 annual general meeting.
Following Mr. Pierre Vareille's departure, Ms. Angela Minas was appointed as the Lead Independent Director, and I was appointed of both the Nomination and Governance Committee and the Nomination Committee. At the beginning of 2026, the board noted the resignation of Mr. Keith James Howell, effective January 21st, 2026. Mr. David Clarke was co-opted as his replacement and also joined the Nomination and Governance Committee. Most recently, the composition of our board has also involved in line with the changes in the company's shareholdings structure. Following the completion of the shareholding transaction announced by ArcelorMittal on May 19th, 2026, in accordance with the provision of the shareholders agreement dated back in August 4th, 2024. The level of representation of ArcelorMittal on the Board has been adjusted to reflect this current change in the shareholdings.
In this context, Genuino Magalhaes Christino has tendered his resignation from his position as director, and Aditya Mittal has likewise resigned from his role as an observer, both effective May 21, 2026. The board of directors meeting immediately after this AGM will formally acknowledge these resignations. With respect to the renewal of Philippe's term, I would like to highlight that as early as July 2025, the board, on the recommendation of the nomination and governance committee, decided to propose its renewal while maintaining the current governance structure, combining the roles of chairman and chief executive officer. It is widely recognized that Philippe has been the architect of Vallourec's turnaround and strategic transformation.
Over the past three years, the implementation of the New Vallourec plan, which Philippe initiated and led, has delivered a successful turnaround of the group and restored long and sustainable long-term prospects. Today, Vallourec is deleveraged, financially sound, and delivering profitable and sustainable growth across its markets. The group has not only recovered, but also deeply transformed and now positioned well as a leading industrial player in the global energy sector. This transformation is a result of a clear strategy focused on value creation rather than volume growth, supported by a strong premium positioning and distinctive innovation capabilities. Looking ahead with significant progress has been achieved. The board considered the full execution of the group's strategy requires continuity in leadership.
The roadmap to 2030 sets very ambitious objectives in terms of industrial excellence, innovation-driven growth, and long-term value creation for all stakeholders. In this context, the board strongly believes that maintaining a unified leadership structure remains appropriate at this stage of the company's development. It enables agile and well-informed decision-making, ensures strong alignment between strategy and execution, and preserves strategic momentum. At the same time, this governance model is supported by robust and well-balanced safeguards to ensure there's balance of power and strong board independence. We have the lead independent director plays a central role in the governance framework, including organizing executive sessions without management and engaging directly with shareholders.
T he lead independent director is actively involved in our governance roadshows, and this year has spoken directly with a large number of our key investors and proxy advisors to explain the board's governance. These discussions have provided an opportunity to present the board's deliberation process involving the nomination and governance committee, the independent directors, and the full board, as well as to highlight the effectiveness of the board's oversight and the constructive and collaborative interaction between the Chairman and CEO and the board. Overall, the board considers this governance structure ensures a balanced functioning of the board, effective counterweight, and a transparent dialogue with shareholders and stakeholders. The board fully acknowledges the relevance of the separation of the roles of the Chairman and CEO, and recognizes the separation is largely regarded as a sound governance practice.
Governance must be assessed in light of the company's specific circumstances and the stage of development. In Vallourec's current context, the board considers that maintaining a combined role remains the most appropriate structure of the coming term, and is fully in line with the company's best interests and those of its stakeholders. We will move on to the 2025 compensation for the Chairman and the CEO. In line with the compensation policy approved by the shareholders meeting in May 2025, Philippe Guillemot, I always cannot pronounce your name. Sorry about that. For 2025, consisted of a fixed component and a variable component. First, the annual fixed compensation amounts to EUR 1 million and has remained unchanged since 2022. The annual variable compensation follows a clear structure.
It ranges from 0% to 100% of the fixed salary at target and can reach up to 135% in case of over-performance. In 2025, a specific mechanism was reviewed and adopted with an accelerator linked to the group's deleveraging performance. This could increase the variable compensation by an additional 30%, bringing the maximum potential level to 175%. This cap remains in line with the market practice within the SBF 120. Based on the 2025 performance, the variable compensation reached 89% of the fixed salary. Approximately EUR 896,000 after the application of the accelerator. No performance shares were granted to the CEO in respect of the 2025 financial year. Let me provide more detail on how his performance was achieved. This slide gives you a more detailed breakdown of how the variable compensation was achieved across the different performance criteria.
Following feedback we received during the 2025 governance roadshow, the company has further strengthened its transparency with more detail to disclosure on both the level of achievement of the criteria and also the achieved targets. The annual compensation is based on predefined financial, operational, and ESG criteria with a very balanced structure. 60% of each linked to financial performance, 20% to operational performance, and the remaining 20% to ESG criteria, including quality, safety, CO2 emissions, and diversity. Overall, the performance achieved in 2025 resulted in an achievement rate of approximately 89% after application of the accelerator linked to the Group's deleveraging performance. These reflect a level of strong performance overall and with particularly solid result in operational and ESG areas alongside with good financial performance.
Now we turn to the compensation policy applicable to the Chairman and CEO for the 2026 financial year. The overall structure of the CEO's compensation remains unchanged. First, the fixed compensation continues to be reviewed regularly by the Board based on the scope of responsibilities and market benchmarks to make sure that we have strong alignment with companies of comparable size and profile. For 2026, the fixed compensation is maintained at EUR 1 million, again, unchanged since 2022. The annual variable compensation is designed to align the CEO with the Group's short-term performance. It is defined each year by the Board based on the recommendation of the Remuneration Committee. It continues to range from zero to 100% of the fixed salary at target and can reach up to 135% in case of over-performance.
Of course, these are based on predefined and demanding objectives. In addition, the accelerator mechanism is maintained. This allows for an additional increase of up to 30%, depending on the group's adjusted free cash flow this year. As a result, the maximum potential variable compensation can reach up to 175%, which remains aligned with market practices within the SBF 120. The variable compensation is based on a combination of clearly defined financial, operational, and safety criteria with a strong emphasis on measurable performance. From 2026 onwards, certain ESG criteria, notably CO2 emission and diversity, have been shifted to long-term incentives in order to better reflect their structural and long-term nature. Also are in line with market practices.
The bonus weight previously dedicated to this criteria has been added to the financial performance criteria, which represents 70% of the overall weighting, alongside with other operational and safety. You can tell safety remains a key priority and continues to be embedded both in the short-term and long-term incentives, ensuring full consistency with the framework applied across the group management. This structure ensures strong alignment between management incentives, shareholders' return, and the group's long-term strategic priorities. The proposed grant would represent 220% of the CEO annual fixed compensation based on the fair value of the performance share at grant date, and again, in line with market practices. Finally, the CEO would be subject to strict shareholding requirement with an obligation to retain 30% of each grant until his overall shareholding reaches the equivalent of three times his annual fixed compensation.
Finally, respect to the other components of the CEO's compensation policy, in particular those relating to supplementary pension and the non-compete indemnity, these remain unchanged compared to the policy approved by the 2025 AGM. The same applies to the termination indemnity. All these components are aligned with the recommendation of the AFEP-MEDEF Code. It is further noted that Philippe does not benefit from an employment contract. Let me go over the compensation of the directors for the 2025 financial year. This slide, you can see the compensation paid to each director for 2025. The total amount payable in 2025 is EUR 713,500. Compare with an overall envelope of EUR 1.25 million. We turn to the compensation policy for the directors for this year, 2026. The total annual envelope of the director compensation remains unchanged at EUR 1.25 million.
The allocation principle also remains largely unchanged, with only one adjustment following the end of the vice chair role in May 2025, which has been replaced by the lead independent director. Director's compensation continues to be closely linked to their participation in board and committee meetings. For board meetings, each session lasting at least one hour give rise to a fee of €3,000 for in-person attendance or €1,500 for remote participation. For the lead independent director, these amounts are increased to €15,000 and €7,500 respectively. For committee meetings, the fee amounts to €5,000 for in-person attendance and €2,500 for remote participation, with higher amounts for committee chairs. It should be noted that the meeting of Remuneration Committee do not give rise to any compensation. Finally, we do have a physical attendance rule.
Remote participation is limited to 40% of scheduled meetings. Beyond this threshold, participation by video conferencing is no longer be compensated, except in specific circumstances. Now, let me briefly cover the rules applicable to the travel allowance and expenses for the board of directors. From 2026, the travel allowance is determined based on director's place of residence rather than the place of departure. This change simplifies and clarifies the framework. Other than this clarification, the policy remains largely unchanged. The travel allowance amount that varies depending on the location of the meetings. EUR 8,000 is granted for intercontinental travel or when meetings are held outside Europe. EUR 2,000 applies to intra-European travel, excluding France. No allowance is paid when the meeting takes place in a director's country of residence or in case of remote participation.
Directors are also reimbursed for expenses incurred in the performance of their duties, notably travel and accommodation costs in accordance with the group's policy. Finally, it should be noted that neither the observer nor Mr. Genuino Christino received any compensation prior to their resignation. That Mr. David Clarke had also waived his entitlement to compensation. That concludes my report, Mr. Chairman.
Thank you, Hera. Now Ms. May Kassis-Morin of Ernst & Young will present the conclusions of the statutory auditor's reports.
Mr. Chairman, ladies and gentlemen, good afternoon. On behalf of the Board of Statutory Auditors of Vallourec and EY and KPMG, we wish to report to you on our work for the 2025 financial year. We jointly issued several reports included in the documents distributed to you and displayed on the screen. These reports cover the annual accounts of Vallourec SA, the consolidated financial statements of Vallourec Group, regulated agreements, the sustainability statement, the capital transactions provided for in the resolution submitted to you, or in the articles of association. I propose not to give you the full detailed reading of our reports, but to summarize the key points for you. Our reports on your company's annual consolidated accounts are set out on pages 385 to 388 and 365 to 368 of the universal registration document.
Our audit plan and the detailed conclusions of our work were presented to your group's audit committee and board of directors. The objective of our work, in accordance with professional standards, was to obtain reasonable assurance that the annual and consolidated financial statements, taken as a whole, were free from material misstatement. Our two firms carried out work in France and internationally across all significant entities within your group. Our approach and procedures were tailored to your group's various activities to take into account specific characteristics in terms of regulation, risks, organization, internal control systems, as well as significant and/or non-recurring operations or transactions. As part of our work, we paid particular attention to compliance with accounting principles, reviewed the significant estimates made by management.
Also examined the overall presentation of the accounts and the quality of the financial information. Our reports on the accounts set out the key findings of our audits, as well as the procedures we carried out to address them. For the annual accounts, this relates to the valuation of equity investments and related receivables of Vallourec Tubes. For the consolidated accounts, we paid special attention to the valuation of goodwill and the intangible assets of the cash-generating unit, Vallourec South America Tubes. Our reports conclude with unqualified opinions on your group's consolidated financial statements and on the annual financial statements of Vallourec SA. In the annual accounts, the first-time application of ANC Regulation 2022-06, which becomes mandatory from the 2025 financial year, constitutes a change in accounting policy, and of which we have made a technical observation.
We also carried out the specific checks required by professional standards and have no observations to make. Finally, we verified compliance with the presentation of the consolidated financial statements in the European Single Electronic Format, ESEF. As to our special report on regulated practices, it's on page 264 of the universal registration document. We inform you that we've not been notified of any authorized agreements entered into during the past financial year that would be needed to be submitted for approval by the general meeting. As to the limited assurance report issued by EY on the sustainability statement, it's on pages 149-151 of the universal registration document. It concludes there are no material misstatements in the information provided as a whole, with a technical remark relating to the unavailability of certain indicators.
It comes with a reasonable assurance report on a selection of indicators. Finally, we issued two reports on capital-related transactions. We therefore prepared a report on the delegations of authority regarding capital transactions on which you are required to vote on under resolutions 14 to 20 and 20 to 25 submitted for your approval. The board of directors proposes in resolutions 14 to 20 to delegate to it the power to decide to issue shares and/or various securities with the maintenance and/or cancellation of preemptive subscription rights for a period of 26 months. In Resolution 22, to authorize it for a period of 14 months to allocate existing or to be issued ordinary shares free of charge.
In resolution 23-24, to delegate to him the authority to decide an increase in the share capital of your company to issue shares and/or securities with a removal of preemptive subscription rights in favor of members of employee savings schemes set up within a group company for a period of 26 months and in favor of employees and corporate officers of the company and companies of the Vallourec Group for a period of 18 months. In resolution 24-23, the board has not set out in this report the financial terms under which the issues will be carried out. Consequently, we do not express any opinion on these resolutions or on the proposal to waive preemptive subscription rights. We shall prepare an additional report should your board of directors make use of these delegations.
We've also prepared a report on the conversion of preference shares carried out in accordance with the articles of association. We have no comments to make regarding the conversions that have taken place. In resolution 25, to delegate to it the power with the option to sub-delegate to amend the terms and conditions for exercising the share of subscription warrants. We have carried out the necessary procedures in accordance with the professional standards applicable in France, checking the content of the report provided by the board of directors on the considered modifications. Ladies and gentlemen, shareholders, thank you for your attention.
Thank you. Thank you, May. We are now able to answer your questions, the shareholders in this room. Before taking the floor, please give us your name and quality. We are now ready to take your questions. Are there questions in the room? Please.
Individual shareholders, I have three questions for you. Congratulations, first of all, on the results. Could you confirm that the amount of compensation for 2025 was exceptional amount dividends paid out, and that we are not to expect such a high level for next year? Bearing in mind that the dividend paid out was €351 million, and that the net result for this year, was €377 million. That gives a payout ratio of 94%, a high level. All this bearing in mind that the net result is down €100 million versus 2024. Question number two is about banks. Banks have acquisition option by 33 million of new shares. The deadline is June 30th. After this deadline, these are not valid anymore. We're getting close to the June 23rd. Any idea of what investors will do?
Last question about the turnover. In 2023, it was EUR 5.1 million, EUR 24 billion in 2025, EUR 3.8 billion. If the balance remains sound and resilient, the constant fall in turnover may trigger worries for years ahead. Do you have any specific ideas to change the trend? Thank you.
Well, first of all, about the paying out of dividends, as you said, it was exceptional because it is the sum of 90% of the overall cash generation for 2025 plus the money that will be collected during the stock warrants collection. This will not be reproduced in the following years. We decided with the board of directors not to wait to 2027 to pay out the results of the stock warrants conversion results. This takes place in 2026. It could have been only in 2027. Regarding the comparison, the benchmark you're making. In 2024, we had disposed of a hub in Germany, and we had decided, considering that it was definitely part of the cash flow generation, to use the money to pay out EUR 1.5 dividend that was paid out last year, so EUR 1.5 per share.
What we're doing, you see, is compliant with our policy regarding shareholders, as announced in 2024, between 80% and 100% of cash generated to be paid back to shareholders, no matter the way the cash flow is constituted. For the future, well, of course, it will depend on the company's capacity to increase its EBITDA ratio in the years ahead. The first quarter of 2026, we've been able to convert 60% of our EBITDA into cash flow. For the warrants. These operations are done at the very last moment, i.e. June 30th. The stock warrants holders that are mainly banks, the three banks that were involved in the restructuring operations that had received those bonds in compensations for the haircut, will indeed be able to use their options.
The stock warrants, if you refer to the stock exchanges, is much higher than the current prices. They will pay €9.21 per share that they will receive, and this is the money that we will cash in. Therefore, we can consider paying out a dividend of €1.75 per share at minimum. I don't believe that considering the current share price, these stock warrants shouldn't be exercised. Now, regarding the future turnover, you're comparing years that are quite different. Remember, Germany still had a turnover in 2023, which was not the case in 2024, that explains why the turnover went down. If you remember last year, our overall turnover was impacted by the currency exchange rates. In 2025, the euro-dollar ratio went up to 1.05-1.17.
That's why, in this first quarter of 2026, we decided to communicate in $ just to avoid variations that are connected to these artificial effects to the current currency exchange rates.
Hello. Thierry Collar, individual shareholder. Still on the subscription titles or stock warrants, can you tell us how much it represents? First of all, you're showing very strong ambitions for 2030. Considering the past history of the company and the cyclical nature, how do you believe these ambitions can be actually reached? Regarding the stock exchange curves, you talk about the SBF 120. This was not shown on the curves. You made a presentation way too fast, I couldn't follow.
Well, I can confirm that we overperformed the SBF 120. Regarding the stock warrants, 123 million of subscription titles, and we bought by 5 million shares. That will come less because we'll be able to have an equivalent of stock warrants by shares that are bought back. Therefore, these titles that are bought will not be converted into ordinary shares. We are part of a cyclical industry. You're right to say it, but it was even more true in the past. When we were involved in commodity businesses with low margins, by the way, this was even more cyclical. These are markets that greatly vary depending on the situation of the overall global economy. Since we are positioned on high-value products, that greatly decreases this cyclical nature.
We are focusing on oil and gas and on non-conventional and offshore businesses. Less cyclical activity than the rest of oil and gas, by the way. We talked about geothermal energy. By 2030, I'm referring here to new energies that should account for 10%-15% of our EBITDA. This will involve less cyclical operations. The only thing I can tell you is that we are a key stakeholder in the energy sector. Energy safety is at the heart of all countries' priorities around the globe. For sure, there will be more electrical users. All countries will consider the primary energies they can rely on to produce electricity. Those using oil and gas will most probably diversify their supply sources to factor in the current geopolitical situation, and they will most certainly focus on alternative sources of energy to produce power.
Geothermal energy, of course, is part of the new options. Considering the group's positioning and the key importance of power in the global economy, I'm quite confident we have great opportunities to seize in using our knowhow and grow still in a profitable way.
Simon Tern, individual shareholder. The Vallourec share was at the highest level, EUR 70, five to six years ago. Today, it's pretty much EUR 25, considering the past difficulties of the group. First of all, is it your objective to go back to that high level, EUR 70 per share? Question number two is when? Under what timeline? Last question is, considering the current difficulties we're faced with in the Middle East and the difficulties in some manufacturing sites, are these opportunities for new businesses or business options?
The price of the share is interesting, but of course, what matters is market capitalization. The group has entered the CAC 40 many years ago. It went out of it when the group was nearly bankrupt. Back then, the market capitalization was above EUR 10 billion. It was EUR 10.6 billion, if I remember correctly. When the group was nearly bankrupt, this value went down to EUR 300 million. Today, we're back, and we're close to EUR 6 billion. That is what you need to focus on. Of course, those of you who had a share at EUR 70 also knew that there were successive share operations during recapitalization operations and when the prices went down over the years. Your question about the current circumstances in the Middle East and elsewhere, are these opportunities for us to seize?
The answer is yes. For a simple reason, the 10 million of barrel that did not transfer from the Hormuz Strait will come from elsewhere. Many countries that used to find supplies in the Middle East will go somewhere else. The relay regions are regions where we are located, the U.S., Brazil, amongst others. These are, for us, of course, opportunities to seize to boost our business in these very regions.
Thank you, Monsieur. Good morning. Edouard Pool, Omar Capital. I have three short questions for you. First of all, and about the disposal of Arcelor. I understand the decision was made by them. My question is, were you informed, first of all? Do you know what they intend to do with the 17% remaining, if you have discussed this with them? If you were informed, did you wonder about what to do with the EUR 110 million that were remaining in the operation? Question number two is about the group strategy for the future, about the assets that are still to be sold. I know that you're a tube industrial player. Are these assets considered as core business, or could they be sold in the future?
3rd question is about the new energy sources and to understand if the situation will be the same as for oil and gas in terms of mix and margin. Could you give us an idea of the turnover for 2030?
Well, ArcelorMittal, first of all, it is their decision indeed, and they are deciding to allocate the capital as they want it. Considering the share price, the bonus is quite important, and so they said in their press release. Did I wonder then about being part of it, or taking part in this operation or not? Well, it so happened that we had discussed during the board meeting about the implementation of the current share buyback pl an. Considering these discussions, and considering the fact that when I heard that the disposal will take place, the share price was above €27. With a discount that was 7%-8%, we were still above the 25%, which was the limit, the threshold. The price at which I could still buy shares, considering the resolution that was adopted in 2025.
T hat's the reason why I decided not to take part. Regarding the assets of the group. Well, let me insist first on the fact, as I said, starting this meeting, that in terms of performance, what is important, the return on capital employed. In two ways, in fact. This is why we sold Serimax last year. Therefore, we are truly attentive to making sure that the assets that we're still holding are the assets that are necessary to deliver and to show the performance we want to reach. We're talking about the mining industry. It is an asset that generates EBITDA. You saw what it was last year, quite important, EUR 170 million, that we are currently implementing a phase I strategy that was profitable in 2025 already, and phase II that should be completed end of this year.
Anyway, what we need to focus on is the return on capital employed. What we intend to do is to increase the gap between the cost of the capital and the return on capital employed. This gap should be reduced, as Nathalie explained it beforehand, because we are now investment grade. During future refinancing program, we will, of course, decrease the cost of our capital. Regarding the new energy sources, I'm just reiterating what I said and what I've been saying for four years now. Our aim by 2030 is to generate between 10%-15% of our EBITDA via non-fossil applications, geothermal source, carbon capture, hydrogen, and hydrogen storage capacities. This has remained the same. I'm just repeating that objective and insisting on it even m ore so than as I said beforehand.
We have great successes in the field of geothermal, non-conventional geothermal businesses, which are advanced activities, producing basic power in great quantities that are required by data centers that are multiplying in the U.S., first of all, and elsewhere. Any other questions?
Thank you. Hello, Mr. President. Hello, ladies and gentlemen, directors and administrators. I have two questions to ask about the dividend. Even though you somehow answered a previous question, my first remark is regarding Vallourec Essentiel, page five. There is a little mention about the first dividend paid out in 10 years. You have the same mention at the beginning of the report on slides five and six. If I refer to Resolution 3 on page 59 of the brochure, and as you said it, last year, there was a dividend that was paid out. There was a mistake, by the way, that I would like to be corrected, because it was EUR 351 million that were paid out for EUR 234 million shares.
It is mentioned that it is a dividend of EUR 1.5, but it is in 1.5 ratio. As you said, the dividend is EUR 1.5. I am not here to criticize, it is just a typo. Why saying that it was the first dividend paid out in 10 years? There was one last year, so it was a benefit of EUR 178 million. That is not much, but so it is. That you are not using to be paid out as an ordinary dividend. You are putting this EUR 178 million as a further contribution to the overall budget of EUR 2 billion, EUR 222 million. EUR 2 billion, EUR 222 million, which is a good thing. You talked about an exceptional dividend.
Did you get rid of the ordinary dividend because there was an exceptional dividend to be paid out just to keep more money for the future years? First question is about the first dividend to be paid out in 10 years, which I don't understand. Second question is ab out the arbitration between regular and exceptional dividend to be paid out. Thank you for your answers.
I'll let Nathalie answer too, but last year's dividend was the first in 10 years. I was talking about last year's, not this year's. This year's is not the first. Secondly, since we chose not to wait for 2027 to return to shareholders the produce of exercising their BSAs, we don't have a common dividend, but an interim dividend this year, which will be paid out in August, later than last year. Why August? Because that's after June 30th and after the board meeting of July, where we will decide, based on the number of shares bought back as part of the share buyback plan, the exact amount of the interim dividend.
One is replacing the other. Well, the choice we could have made would have been to wait until next year to return the fruit of the conversion of the BSAs. This year, you would have had a common dividend, 90% of the full cash generation of 2025. I think you can all agree with me that it's better to wait till August so we can pay back to you 90% of the full 2025 generation and the result of exercising BSAs. Stock warrants, sorry. We want to wait to be sure that the stock warrants have been exercised, and so we'll have EUR 305 million coming to us, so we can return it to us with the 90% of cash generated last year. That's the timing, which is unusual. Early August. Technically, it'll be an advance on dividend, a down payment on the dividend. We want to maximize the ROI to shareholders.
Very well. I don't see any other question. Thank you for your questions. Now, Norah Lalaoui, Meeting Secretary, will remind us of how we're going to vote, then we'll vote on the resolutions.
Yes. Let me announce the final quorum. The attendance sheet shows 5,024 shareholders holding 177,294,155 shares out of the 55 million and so me announced at the start corresponding to the equity are in attendance or represented, a quorum of 77.23%. Before we begin the vote, let me briefly remind you of how the voting devices work. We will vote resolution by resolution using the device provided to you. Please make sure your smart card is correctly inserted. The voting device is strictly personal. It shows exactly how many shares you hold or represent and the corresponding number of votes. For each resolution, you may vote as follows. Press one if you're in favor, press two to vote against, then press three to abstain.
Your vote is effectively counted when the message "Received" appears on your voting device. If necessary, you may change your vote by pressing a different button, provided that voting is still open. The full text of the resolution is available in the notice of meeting published on the company's website. I will just read out the titles of each resolution at the time of voting. Once the title of each resolution has been read out, we will immediately vote, and I will announce the vote is now open. You will then have 10 seconds to vote. When the countdown is finished, I will announce voting is closed, and you will no longer be able to vote. The results will be displayed on the screen in the room a few moments after voting closes.
Let me remind you that for the adoption of ordinary resolutions, a majority of 50% of the votes cast is required, and to adopt extraordinary resolutions, a 2/3 majority of the votes cast is required. Let's now vote. For the ordinary business, first resolution: approval of the company accounts for the 2025 financial year. Please vote. Voting is closed. Stop voting. The resolution is adopted. Second resolution: approval of the consolidated accounts for the 2025 financial year. Please vote. Please stop voting. Voting is closed. The resolution is adopted. Third resolution: allocation of the profits for the 2025 financial year. Please vote. Voting is closed. The resolution is adopted. Fourth resolution: renewal of Mr. Philippe Guillemot's term of office as a director. Please vote. Voting is closed. The resolution is adopted.
Fifth resolution: renewal of the term of office of Ms. Angela Minas as a director. Please vote. Voting is closed. The resolution is adopted. Sixth resolution: renewal of the term of office of Ms. Hera Siu as a director. Please vote. Voting is closed. The resolution is adopted. Passed. Seventh resolution: ratification of the co-optation of Mr. David Clarke as a director. Please vote. The voting is closed, and the resolution is passed. Eighth resolution: approval of the information relating to the remuneration of each of the corporate officers for the 2025 financial year as required by Article L. 22-10-9 of the French Commercial Code found in the corporate governance report. Please vote. Voting is closed, and the resolution is passed.
Ninth resolution: approval of the fixed variable and exceptional components of the total remuneration and benefits of any kind paid during the 2025 financial year, award in respect of the same financial year to Philippe Guillemot in his capacity as Chairman and CEO. Please vote. Voting is closed. Resolution passed. 10th resolution: approval of the remuneration policy for the Chairman and CEO for the 2026 financial year. Please vote. Voting is closed. The resolution is passed. 11th resolution: approval of the remuneration policy for Directors other than the Chairman for the 2026 financial year. Please vote. Voting is closed. Resolution is adopted, passed. 12th resolution: authorization to be granted to the Board of Directors to trade in the company's shares. Please vote. Voting is closed. The resolution is passed.
13th resolution: approval of the climate strategy. Please vote. Voting is closed. The resolution is passed. To the extraordinary general meeting. 14th resolution: delegation of authority to the board of directors to decide on an increase in the share capital of the company or another company through the issue of shares and/or securities, giving immediate or future access to the share capital while maintaining the preemptive subscription right. Please vote. Voting is closed. The resolution is adopted. 15th resolution: delegation of authority to be given to the board of directors to decide on an increase in the share capital of the company or another company through the issue of shares and/or securities conferring immediate or future rights to the share capital.
With the removal of preemptive subscription rights by way of a public offering other than the public offerings referred to in paragraph one of Article L. 411-2 of the Monetary and Financial Code. Please vote. Voting is closed. The resolution is passed. 16th resolution: delegation of authority to be granted to the board of directors to decide on an increase in the share capital of the company or another company through issuing shares and/or securities giving immediate or future access to the share capital, with a cancellation of preemptive subscription rights by way of a public offering as referred to in paragraph 1 of Article L. 411-2 of the Monetary and Financial Code. Please vote. Voting is closed. The resolution is adopted.
17th resolution: delegation of authority to be granted to the board of directors to increase the number of securities to be issued in the event of a capital increase, with or without the maintenance of preemptive subscription rights. Please vote. Voting is closed. The resolution is adopted. 18th resolution: delegation of authority to be granted to the Board of Directors to issue shares and/or securities giving immediate or future access to the share capital without preferential subscription rights in consideration for contributions in kind consisting of equity securities giving access to the share capital, except in the case of a public exchange offer initiated by the company. Please vote. Voting is closed. The resolution is adopted.
19th resolution: delegation of authority to be granted to the Board of Directors to issue shares and/or securities conferring immediate or future rights to the share capital without preferential subscription rights in the event of a public exchange offer initiated by the company. Please vote. Voting is closed. The resolution is adopted. 20th resolution: delegation of authority to be granted to the Board of Directors to issue shares in the company without preferential subscription rights as a result of the issue by subsidiaries of the company of securities giving access to shares in the company. Please vote. Voting is closed. The resolution is passed.
21st resolution: delegation of authority to the Board of Directors to increase their share capital by capitalizing additional paid-in capital, reserves, profits, or any other amount. Please vote. Voting is closed. The resolution is adopted. 22nd resolution, authorization to be given to the board of directors to grant free shares. Please vote. Voting is closed. The resolution is adopted. 23rd resolution, delegation of authority to the board of directors to issue shares and/or securities with immediate or deferred rights to shares without preemptive subscription rights for subscription by members of employee share ownership plans. Please vote. Voting is closed. The resolution is passed.
24th resolution, delegation of authority to the board of directors to issue shares and/or securities with immediate or deferred rights to shares without preemptive subscription rights to employees and corporate officers of the company and Vallourec group companies related to the company within the meaning of Article L. 225-180 of the French Commercial Code other than members of an employee share ownership plan. Please vote. Voting is closed. The resolution is adopted. 25th resolution, authorization and approval of the amendment of the terms and conditions of BSAs to allow the delivery of new or existing shares upon exercise at the option of the company. Please vote. The voting is closed. Approved.
26th resolution, amendment of Article 10, organization and operation of the board of directors of the articles of association concerning the amendment of the age limit of the chairman of the board of directors. Please vote. Voting is closed. Adopted. 27th resolution, harmonization of the articles of association with applicable legal and regulatory provisions. Please vote. Voting is closed. Resolution is passed. Ordinary meeting now. 28th resolution, powers for formalities. Please vote. The voting is closed. Resolution is passed.
Thank you, Norah. Ladies and gentlemen, dear shareholders, in 2025, we reached new decisive milestones. First significant dividend paid out to our shareholders in 10 years, a return to investment-grade status, and a significant reduction of the profitability gap with our main competitor. Our successes these recent years are the result of bold decisions and daily commitment of our teams. I would like to thank them once again. Vallourec's foundations are stronger than ever, and our trajectory remains ambitious. I would like to thank you sincerely for the trust you have placed in me. It is an honor and a responsibility that I fully appreciate. Leading Vallourec means steering a company with exceptional industrial and human resources.
It is with great excitement that I embark on this new chapter alongside our teams to implement our plan called From Good to Great. I look forward to sharing with you the future successes of Vallourec. Thank you for your attention and for your trust.