Vallourec Sa · EURONEXT:VK
Vallourec Sa — Shareholder Meeting (May 2025)
72 slides from Vallourec Sa's shareholder meeting presentation, May 22, 2025
Slide 1: Annual General Meeting
Annual General Meeting May 22, 2025
Slide 2: Ordre du Jour
Ordre du Jour TOPIC SPEAKER SLIDE Philippe Guillemot, Chairman of the Board 1 Strategic Overview & Chief Executive Officer 3 2 FY 2024 Results Review Sascha Bibert, Chief Financial Officer 10 Philippe Guillemot, Chairman of the Board 3 Capital Allocation & Chief Executive Officer 17 Pierre Vareille,
Slide 3: Strategic Overview
1 Strategic Overview Philippe Guillemot Chairman of the Board & Chief Executive Officer
Slide 4: Health and Safety Remains Our Top Priority
Health and Safety Remains Our Top Priority Our Ambition: Achieving the highest safety CAP 2030: Our Vision for Health and Safety standards Total in the Recordable Oil &Rate Incident Gas industry Total Recordable Incident Rate -21% 2.96 Zero Life changing events -18% 2.35 -27% 1.93 -86% 1.40 <0.2 Tot
Slide 5: Substantial Decarbonization Underway
Substantial Decarbonization Underway Well-Positioned Supply Chain Industry-Leading CO2 Footprint Key Decarbonization Levers % of Steel Made from Recycled Scrap Tonnes CO2e / Tonne of Tubes 69% Operational Efficiency 56% ✓ New industrial routes 29% 2.00 ✓ Low-carbon electricity 1.79 ❑ Energy efficien
Slide 6: Vallourec's Strategic Journey
Vallourec’s Strategic Journey More profitable, more resilient, more cash generative O P E R AT I O N AL AN D S T R AT E G I C I M P R O V E M E N T S 2022 NEW VALLOUREC PLAN Brazil Tubes Optimization • European asset closures • China premiumization Two-Phase Mine Extension Plan • Brazil capability e
Slide 7: The Power of the Value over Volume Strategy
The Power of the Value over Volume Strategy Mixed Price Trend Across Key End-Markets… …But Strong Performance by Vallourec OCTG Market Prices ($ / Tonne) Vallourec Tubes Key Performance Indicators 2022 2024 2022 2024 21% 3,857 (41%) 16% 3,153 1,804 2,713 14% 2,624 2,278 2,228 2,274 1,297 1,686 US OC
Slide 8: The Right Assets for Today's Market
The Right Assets for Today’s Market A low-cost, global footprint with production assets in our core markets NORTH AMERICA EUROPE Domestic Capacity Finishing for Domestic Demand and Niche Products* Fully Integrated Rolling MIDDLE EAST & Finishing Local Value-Add EAST ASIA Premium Finishing Only Expor
Slide 9: Priorities for 2025 and Beyond
Priorities for 2025 and Beyond Continue our journey to being world best-in-class in health and safety 1 and progress our ambitious decarbonization roadmap Invest in our business to drive margin improvement and deliver 2 on our goal of closing the profitability gap with peers Establish Vallourec’s sh
Slide 10: FY 2024 Results Review
2 FY 2024 Results Review Sascha Bibert Chief Financial Officer
Slide 11: Annual Results Analysis
Annual Results Analysis Group Revenues Group EBITDA and EBITDA Margin € Million € Million and % of Revenues 5,114 1,196 4,883 4,034 832 3,442 715 492 23% 15% 21% 14% 2021 2022 2023 2024 2021 2022 2023 2024 Net Income Net Cash (Debt) Net Income, Group Share (€ Million) € Million 496 452 21 40 (570) (
Slide 12: Annual Tubes Results
Annual Tubes Results Tubes Volume Sold Average Selling Price EBITDA per Tonne Thousand Tonnes € / Tonne € / Tonne 1,804 3,093 677 1,640 1,552 2,919 599 2,585 1,297 1,848 354 90 2021 2022 2023 2024 2021 2022 2023 2024 2021 2022 2023 2024 Revenue Mix by Geography Revenue Mix by Market % of Revenues %
Slide 13: Annual Mine & Forest Results
Annual Mine & Forest Results Production Sold Average Iron Ore Market Price1 Million Tonnes $ / Tonne (Annual Average) 8.1 160 6.9 121 120 5.4 109 4.0 2021 2022 2023 2024 2021 2022 2023 2024 Revenues EBITDA € Million € Million 469 375 358 290 245 180 113 108 2021 2022 2023 2024 2021 2022 2023 2024 Pl
Slide 14: Debt and Liquidity
Debt and Liquidity Net and Gross Debt Liquidity Net Cash (Debt) (€ Million) € Million 1,877 21 1,714 224 1,000 1,590 1,539 (240) 1,498 186 1,498 1,561 (485) (364) (741) (570) 1,391 190 177 197 (1,000) (868) 181 228 550 (1,130) 1,203 185 462 (1,493) 462 462 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 189 312 462 5
Slide 15: Upward Trajectory in Credit Ratings
Upward Trajectory in Credit Ratings Significant Improvement Over Several Years And Vallourec’s First Investment Grade Rating S&P Long-Term Issuer Rating for Vallourec Moody’s and Fitch Long-Term Ratings Vallourec’s first Investment Grade rating in a decade Outlook: Positive BBB- BB+ BB+ BB+ BB BB- B
Slide 16: Latest Ratings Highlight Vallourec's Resilience
Latest Ratings Highlight Vallourec’s Resilience Long term BB+ Long term Ba1 Long term BBB- Outlook Positive Outlook Positive Outlook Stable Review date March 19th, 2025 Review date March 12th, 2025 Review date April 10th, 2025 “The change in outlook is mainly driven “The rating upgrade reflects evid
Slide 17: Capital Allocation
3 Capital Allocation Philippe Guillemot Chairman of the Board & Chief Executive Officer
Slide 18: Significant Value Creation Since the 2021 Restructuring
Significant Value Creation Since the 2021 Restructuring Indexed Price (July 1, 2021 = 100) Vallourec Oilfield Services Index SBF 120 Index Brent Oil Price 250 200 150 100 50 Jan-22 Jan-23 Jan-24 Jan-25 Jul-21 Jul-22 Jul-23 Jul-24 Mar-22 Mar-23 Mar-24 Mar-25 Nov-23 Sep-21 Nov-21 May-22 Sep-22 Nov-22
Slide 19: Vallourec's Capital Allocation Framework
Vallourec’s Capital Allocation Framework Maintain a Crisis-Proof Sustain and Expand Establish Our Shares as a Balance Sheet our Premium Market Position High-Yielding Investment Vehicle • Retain substantial financial and • Ensure asset integrity with • Distribute 80 – 100% of total cash strategic fle
Slide 20: Establishing Our Shares as a High-Yielding Investment Vehicle
Establishing Our Shares as a High-Yielding Investment Vehicle We aspire to be one of the most shareholder-friendly companies in our peer group Principles of Vallourec’s Shareholder Returns Significant Cash Flow Generation Euros per share • Returning 80 to 100% of total cash generation • Previous yea
Slide 21: Concluding Remarks
Concluding Remarks Vallourec delivered another successful year in 2024, punctuated 1 by reaching our net debt zero target a full year ahead of plan Vallourec is an industry leader in ESG, with ambitious plans 2 to work safer, healthier, and with a lower environmental footprint Our journey to make Va
Slide 22: Governance & Remuneration
4 Governance & Remuneration Pierre Vareille Vice-Chairman & Lead Independent Director
Slide 23: The Board of Directors
The Board of Directors Yy vallourec
Slide 24: Board of Directors
Board of Directors Chairman Vice-Chairman and Lead Chair of the Audit Committee Chair of the CSR Committee Audit Committee CSR Committee and Chief Executive Independent Director Remuneration Committee and Lead Director – CSR CSR Committee Audit Committee Officer Chairman of the NG* CSR Committee, Au
Slide 25: Ratification and Cooptation of Mr. Keith James Howell
Ratification and Cooptation of Mr. Keith James Howell Ratification of the cooptation and renewal of one director proposed to the General Meeting Keith James Howell ArcelorMittal Management Ratification of the cooptation of Mr. Keith James Howell as director and renewal of mandate (4th resolution) No
Slide 26: 2024 Compensation of the Chairman and CEO
2024 Compensation of the 4.2 Chairman and CEO 26
Slide 27: 2024 Compensation of the Chairman and CEO
2024 Compensation of the Chairman and CEO Philippe Guillemot (Chairman of the Board and Chief Executive Officer) Annual fixed portion • €1,000,000 (unchanged vs 2023) Annual variable portion • Principle: the variable portion payable may vary from 0% to 100% of the target fixed portion and be able to
Slide 28: 2024 Variable Portion Result
2024 Variable Portion Result OBJECTIVES (% of fixed portion) RESULTS Financial performance (60%) 19.575% EBITDA by metric tonne (18%) 0.00% Group EBITDA (24%) 0.00% "Inventories" Days On Hold (18%) 19.575% Regarding the safety objective criteria, Operating performance (20%) 27.00% the Board of Direc
Slide 29: Other Components of the CEO Compensation
Other Components of the CEO Compensation Supplementary pension • Participation in existing defined contribution supplementary pension plans offered to Vallourec group corporate officers and senior executives: • Article 82: cash payment to be made of € 335,365.8, pension contribution to be made €335,
Slide 30: 2025 Compensation Policy for the Chairman and CEO
2025 Compensation Policy 4.3 for the Chairman and CEO 30
Slide 31: 2025 Compensation Policy for the Chairman and CEO (1/2)
2025 Compensation Policy for the Chairman and CEO (1/2) Annual fixed portion • Mr. Philippe Guillemot, Chairman and Chief Executive Officer: €1,000,000 (unchanged vs 2024) Annual variable portion • For the Chairman and Chief Executive Officer the variable portion will continue to vary from 0% to 100
Slide 32: 2025 Compensation Policy for the Chairman and CEO (2/2)
2025 Compensation Policy for the Chairman and CEO (2/2) Objectives for the 2025 variable portion • Financial performance: 60% (unchanged vs 2024) • EBITDA (24%) • EBITDA per ton (18%) • Stock ("Inventory Days on Hand") (18%) • Operational performance: 20% • Rapid performance improvement (20%) • CSR:
Slide 33: Other Components 2025 of the Compensation Policy (1/2)
Other Components 2025 of the Compensation Policy for the Chairman and CEO (1/2) • Mr. Philippe Guillemot does not have an employment contract • Supplementary pension (unchanged) • Participation in existing defined-contribution supplementary pension plans offered to corporate officers and senior exe
Slide 34: Other Components 2025 of the Compensation Policy (2/2)
Other Components 2025 of the Compensation Policy for the Chairman and CEO (2/2) Termination benefit in the event of involuntary leave (unchanged) • Capped at two years of gross remuneration (fixed and variable), calculated on the basis of the average of the gross fixed and variable annual remunerati
Slide 35: 2024 Non-Executive Directors' Compensation
2024 Non-Executive Directors’ 4.4 Compensation 35
Slide 36: Remuneration Received by Members of the Board for 2024
Remuneration Received by Members of the Board for 2024 NON EXECUTIVE DIRECTORS AMOUNTS PAID Pierre Vareille 197,500 Corine de Bilbao 99,000 Luciano Siani Pires 113,500 Angela Minas 167,500 Hera Siu 135,500 Frida Norrbom Sams (a) 47,000 Genuino Magalhães Christino (b) N/A Keith James Howell (c) N/A P
Slide 37: 2025 Non-Executive Directors' Compensation Policy
2025 Non-Executive Directors’ 4.5 Compensation Policy 37
Slide 38: Non-executive Directors' Compensation Policy (1/2)
Non-executive Directors’ Compensation Policy (1/2) €1,250,000: amount of the maximum annual budget to be allocated to directors Allocation of the envelope: • Participation in Board and Committee meetings • A director's attendance at a meeting of the Board of Directors (at least one hour long), is co
Slide 39: Non-executive Directors' Compensation Policy (2/2)
Non-executive Directors’ Compensation Policy (2/2) • Travel • Travel bonus – If the meeting of the Board of Directors is held in France, a bonus of €8,000 will be paid to directors who have travelled from the United States, China or Brazil, and a bonus of €2,000 will be paid to directors who have tr
Slide 40: Statutory Auditors' Reports
5 Statutory Auditors’ Reports For the year ended December 31, 2024
Slide 41: Statutory Auditors' Reports
Statutory Auditors’ Reports REPORTS ON RESOLUTIONS SUBMITTED FOR YOUR APPROVAL • Ordinary General Assembly • Report on the annual accounts (1st resolution) • Report on the consolidated financial statements (2nd resolution) • Extraordinary General Meeting • Report on Capital Operations (10th, 11th an
Slide 42: Reports on the Annual and Consolidated Financial Statements
Reports on the Annual and Consolidated Financial Statements Ordinary General Meeting We conducted an audit of the annual and consolidated financial statements in accordance with the professional standards applicable in France. We believe that the evidence collected is sufficient and appropriate to b
Slide 43: Special Report on Regulated Agreements
Special Report on Regulated Agreements TITLE OF THE REPORT CONVENTIONS OBSERVATIONS Agreements authorised and entered into during the past financial year Agreements submitted • We inform you that we have not been given notice of any agreement to the General Assembly authorized and concluded during t
Slide 44: Reports on the Sustainability Statement
Reports on the Sustainability Statement Our engagement was to carry out the procedures necessary to issue a conclusion, expressing limited assurance on the information included in the Sustainability Statement. Based on the procedures we have carried out, we have not identified material errors, omiss
Slide 45: Reports on Capital Operations
Reports on Capital Operations Extraordinary General Meeting DURATION OF THE AUTHORIZATION RESOLUTION OBJECT GRANTED TO THE BOARD TERMS OF DIRECTORS Authorization to allocate existing Existing or future shares may not represent more than or future ordinary shares free 1% of the share capital on the d
Slide 46: Reports on Capital Operations
Reports on Capital Operations Extraordinary General Meeting DURATION OF THE RESOLUTION OBJECT AUTHORIZATION GRANTED TERMS TO THE BOARD OF DIRECTORS Delegation of authority to decide The subscription may be made directly or through a company mutual fund ("FCPE"); on the increase in your The maximum n
Slide 47: Reports on Capital Operations
Reports on Capital Operations Extraordinary General Meeting DURATION OF THE RESOLUTION OBJECT AUTHORIZATION GRANTED TERMS TO THE BOARD OF DIRECTORS Delegation of authority to decide on an issuance The maximum nominal amount of the capital increases of (i) shares of the Company (excluding preferred t
Slide 48: Questions & Answers
Questions & Answers Y vallourec
Slide 49: Resolutions
Resolutions "" vallourec
Slide 50: Ordinary Meeting
Yy vallourec Ordinary Meeting 50
Slide 51: 1st Resolution
1st Resolution Ordinary Approval of the parent company financial statements for the 2024 fiscal year 51
Slide 52: 2nd Resolution
2nd Resolution Ordinary Approval of the consolidated financial statements for the 2024 fiscal year 52
Slide 53: 3rd Resolution
3rd Resolution Ordinary Allocation of net income for the 2024 fiscal year 53
Slide 54: 4th Resolution
4th Resolution Ordinary Ratification of the cooptation of Keith James Howell as director and renewal of mandate 54
Slide 55: 5th Resolution
5th Resolution Ordinary Approval of the disclosures relating to each corporate officer’s remuneration for the 2024 fiscal year required by Article L.22-10-9-I of the French Commercial Code, as presented in the Corporate Governance Report 55
Slide 56: 6th Resolution
6th Resolution Ordinary Approval of the fixed, variable and extraordinary components of the total remuneration and benefits paid during or awarded for the 2024 fiscal year to Philippe Guillemot in his capacity as Chairman and Chief Executive Officer 56
Slide 57: 7th Resolution
7th Resolution Ordinary Approval of the remuneration policy for the Chairman and Chief Executive Officer for the 2025 fiscal year 57
Slide 58: 8th Resolution
8th Resolution Ordinary Approval of the remuneration policy for directors (other than the Chairman) for the 2025 fiscal year 58
Slide 59: 9th Resolution
9th Resolution Ordinary Authorization to be given to the Board of Directors to trade in the Company's shares 59
Slide 60: Extraordinary Meeting
7.2 Extraordinary Meeting 60
Slide 61: 10th Resolution
10th Resolution Extraordinary Authorization to be given to the Board of Directors to grant free shares 61
Slide 62: 11th Resolution
11th Resolution Extraordinary Delegation of authority to the Board of Directors to issue shares and/or securities with immediate or deferred rights to shares, without pre-emptive subscription rights, for subscription by members of employee share ownership plans 62
Slide 63: 12th Resolution
12th Resolution Extraordinary Delegation of authority to the Board of Directors to issue shares and/or securities with immediate or deferred rights to shares, without pre-emptive subscription rights, to employees and corporate officers of the Company and Vallourec Group companies related to the Comp
Slide 64: 13th Resolution
13th Resolution Extraordinary Modification of Article 10 (Organization and operation of the Board of Directors) of the articles of association pursuant to French Law n° 2024-537 of June 13, 2024aimed at increasing the financing of businesses and the attractiveness of France and to specify the powers
Slide 65: Ordinary Meeting
Yy vallourec Ordinary Meeting 65
Slide 66: 14th Resolution
14th Resolution Ordinary Powers for formalities 66
Slide 67: Thank You!
THANK YOU! ay vallourec
Slide 68: Appendices
Appendices ¥ vallourec
Slide 69: Definitions of Non-GAAP Financial Data and Concepts
Definitions of Non-GAAP Financial Data and Concepts Adjusted free cash flow is defined as adjusted operating cash flow +/- change in operating working capital and gross capital expenditures. It corresponds to net cash used in operating activities less restructuring and non-recurring items +/- gross
Slide 70: Definitions of Non-GAAP Financial Data and Concepts
Definitions of Non-GAAP Financial Data and Concepts Gross capital expenditure: gross capital expenditure is defined as the sum of cash outflows for acquisitions of property, plant and equipment and intangible assets and cash outflows for acquisitions of biological assets. (Increase) decrease in net
Slide 71: Definitions of Non-GAAP Financial Data and Concepts
Definitions of Non-GAAP Financial Data and Concepts Non-cash adjustments to net debt includes non-cash foreign exchange impacts on debt balances, IFRS-defined fair value adjustments on debt balances, and other non-cash items. Non-cash items in EBITDA includes provisions and other non-cash items in E
Slide 72: Annual General Meeting
Annual General Meeting May 22, 2025