Ordinary and Extraordinary Shareholders Meeting

Transcription

1 Notice of meeting 2017 Ordinary and Extraordinary Shareholders Meeting 12 May 2017 at 10:00 a.m. Maison de la Mutualité 24 rue Saint-Victor Paris

2 CONTENTS 1. Welcome to our Shareholders Meeting Message from the Chairman of the Supervisory Board 3 Agenda 4 Participate in our Shareholders Meeting and exercise your voting right 6 2. Vallourec in 2016 Governance 10 Presentation of Supervisory Board members 12 Activities and results of Vallourec in Financial results for the last five fiscal years Ordinary and Extraordinary Shareholders Meeting of 12 May 2017 Report of the Management Board on the draft resolutions 21 Supervisory Board s report to the Ordinary and Extraordinary Shareholders Meeting of 12 May Supervisory Board s report on the compensation policy for corporate officers 39 Supervisory Board s report on the 2016 compensation of members of the Management Board 48 Statutory Auditors report on the share capital transactions set forth in the resolutions submitted to the Extraordinary Shareholders Meeting of 12 May Draft resolutions 66 Request for documents and information 91 Please contact us if you require further information: VALLOUREC Shareholder Contact 27, avenue du Général Leclerc Boulogne-Billancourt Tél : +33 (0) actionnaires@vallourec.com Full information is available on the Group website at: Documents subject to article R of the French Commercial Code (Code de commerce). This document is a free translation of the French notice of meeting for information purposes only. 2 VALLOUREC l Notice of meeting 12 May 2017

3 Welcome to our Shareholders Meeting Message from the Chairman of the Supervisory Board 1 Message from the Chairman of the Supervisory Board Dear Shareholder, I am pleased to invite you to the Ordinary and Extraordinary Shareholders Meeting of Vallourec, which will be held on Friday, 12 May 2017 at 10:00 a.m. at Maison de la Mutualité, 24 rue Saint-Victor, in Paris. Chairman Philippe Crouzet and Olivier Mallet, Chief Financial Offi cer and member of the Management Board will inform you of trends in Vallourec's fi nancial and operating results in They will present the implementation of Vallourec's Transformation Plan to you, which aims to strengthen the Group's competitiveness, as well as the Group's new organization, which will increase the proximity of teams to its customers and allow it to take best advantage of its new industrial footprint. The Shareholders Meeting is a great opportunity to provide information, exchange views, and have discussions. It is also a time for you to actively take part and become involved, through your vote, in important decisions of the Group, regardless of the number of shares you hold. I truly hope that you can participate in this event, by attending personally, voting by mail, by granting a proxy to the Chairman of the Meeting, or to any other authorized person, or even by designating any individual or legal entity of your choosing to participate in the Shareholders Meeting and vote on your behalf. We also offer you the possibility of voting online. In the following pages, you will fi nd the practical details for participating in this Meeting, its agenda and the text of the resolutions submitted for your approval. Thank you for your trust. Vivienne COX Chairman of the Supervisory Board Notice of meeting 12 May 2017 l VALLOUREC 3

4 1 Welcome to our Shareholders Meeting Agenda Agenda For the Ordinary Shareholders Meeting Report of the Management Board on the draft resolutions Management report of the Management Board Report of the Supervisory Board on the fi scal year ended and the draft resolutions Report of the Supervisory Board on the compensation policy of the corporate offi cers Supervisory Board s report on the 2016 compensation of the Management Board The Chairman of the Supervisory Board s Report concerning the composition of the Supervisory Board and the application of the principle of equal representation of men and women within it, the conditions for preparing and organizing its work and the risk management and internal control procedures put in place by Vallourec Statutory Auditors report on the internal control and risk management procedures Statutory Auditors report on the fi nancial statements for the fi scal year ended 31 December 2016 Statutory Auditors report on the consolidated fi nancial statements for the fi scal year ended 31 December 2016 Statutory Auditors special report on related party agreements and commitments Approval of the parent company fi nancial statements for the 2016 fi scal year (fi rst resolution) Approval of the consolidated fi nancial statements for the 2016 fi scal year (second resolution) Allocation of the net income/(loss) for the 2016 fi scal year (third resolution) Approval of the related party agreement indicated in Articles L et seq. of the French Commercial Code, concerning a guarantee and investment contract in the context of the capital increase, with preferential subscription right, carried out in 2016 (fourth resolution) Approval of the principles and criteria for determining, distributing and allocating the fi xed, variable and exceptional items comprising the total compensation and benefi ts of all kinds that are attributable to the Chairman of the Management Board for fi scal year 2017 (fi fth resolution) Approval of the principles and criteria for determining, distributing and allocating the fi xed, variable and exceptional items comprising the total compensation and benefi ts of all kinds that are attributable to the members of the Management Board other than the Chairman for fi scal year 2017 (sixth resolution) Approval of the principles and criteria for determining, distributing and allocating the fi xed, variable and exceptional items comprising the total compensation and benefi ts of all kinds that are attributable to the Chairman of the Supervisory Board for fi scal year 2017 (seventh resolution) Approval of the principles and criteria for determining, distributing and allocating the fi xed, variable and exceptional items comprising the total compensation and benefi ts of all kinds that are attributable to the members of the Supervisory Board other than the Chairman for fi scal year 2017 (eighth resolution) Notice on items of compensation due or allotted for the fi scal year ended 31 December 2016 to Mr. Philippe Crouzet, Chairman of the Management Board (ninth resolution) Notice on items of compensation due or allotted for the fi scal year ended 31 December 2016 to Messrs. Jean-Pierre Michel and Olivier Mallet, members of the Management Board (tenth resolution) Appointment of Mr. Yuki Iriyama as member of the Supervisory Board (eleventh resolution) Authorization to be given to the Management Board to trade in the Company s shares (twelfth resolution) 4 VALLOUREC l Notice of meeting 12 May 2017

5 Welcome to our Shareholders Meeting Agenda 1 For the Extraordinary Shareholders Meeting Report of the Management Board on the draft resolutions Report of the Supervisory Board on the fi scal year ended and the draft resolutions Statutory Auditors special reports on the fi nancial statements regarding the capital transactions provided for in the thirteenth to twentieth, twenty-second, twenty-third, twenty-fourth, twenty-fi fth, twenty-sixth, twenty-seventh and twenty-eighth resolutions Delegation of power to be given to the Management Board to increase the capital by an issue of shares and/or securities providing access to the capital immediately or in the future, with preferential subscription right (thirteenth resolution) Delegation of power to be given to the Management Board to increase the capital by an issue of shares and/or securities providing access to the capital immediately or in the future, without preferential subscription right, through a public offering or offerings (fourteenth resolution) Delegation of power to be given to the Management Board to increase the capital by an issue of shares and/or securities providing access to the capital immediately or in the future, without preferential subscription right, through a private placement (fi fteenth resolution) Authorization to be given to the Management Board to determine the issue price, within the context of a capital increase without preferential subscription right, made in application of the fourteenth and/or fi fteenth resolutions submitted to this Shareholders Meeting, for up to 10% of the capital per year (sixteenth resolution) Delegation of power to be given to the Management Board for the purpose of increasing the number of shares to be issued in the event of a capital increase, with or without the preferential subscription right, made in application of the thirteenth to sixteenth resolutions submitted to this Shareholders Meeting (seventeenth resolution) Delegation of power to be given to the Management Board for the purpose issuing shares and/or securities which provide access immediately or in the future, without preferential subscription right, in compensation of contributions in kind consisting of capital securities or securities which provide access to capital, except in the event of an exchange takeover bid initiated by the Company (eighteenth resolution) Delegation of power to be given to the Management Board to issue shares and/or securities providing access to the capital immediately or in the future, without preferential subscription right, through a takeover bid initiated by the Company (nineteenth resolution) Delegation of power to be given to the Management Board to issue shares of the Company, without preferential subscription right, due to an issue by the Company s Subsidiaries of securities providing access to Company shares (twentieth resolution) Delegation of power to be given to the Management Board to increase share capital by incorporating additional paid-in capital, reserves, profi ts or other amounts (twenty-fi rst resolution) Delegation of power to be given to the Management Board to issue shares and/or securities providing access to the capital immediately or in the future, without preferential subscription right, reserved to members of employee savings plans (twenty-second resolution) Delegation of power to be given to the Management Board for the purpose of issuing shares and/or securities providing access to capital immediately or in the future, without preferential subscription right, reserved to employees (and equivalent benefi ciaries under Article L of the French Labor Code) of companies in the Vallourec Group whose registered offi ce is located outside of France and company mutual funds, outside of a company savings plan (twenty-third resolution) Delegation of power to be given to the Management Board to issue shares and/or securities providing access to the capital immediately or in the future, without preferential subscription right, reserved to credit institutions, entities controlled by said credit institutions or any entities that are or are not legal entities with the exclusive purpose of subscribing to, holding and disposing of shares of the Company or other fi nancial instruments within the context of an operation reserved for employees (twenty-fourth resolution) Authorization to be given to the Management Board to proceed with free allocations of shares in existence or to be issued to the benefi t of subscribers to an employee share ownership plan implemented within companies of the Vallourec Group whose registered offi ce is located outside of France, or some of them, by virtue of the twenty-second and/or twenty-third resolution and/ or twenty-fourth resolution(s), automatically resulting in shareholders waiver of their preferential subscription right (twenty-fi fth resolution) Authorization to be given to the Management Board to grant share purchase or subscription options (twenty-sixth resolution) Authorization to be given to the Management Board to proceed with performance share allocations (twenty-seventh resolution) Authorization to be given to the Management Board to reduce the share capital by canceling treasury shares (twenty-eighth resolution) Amendment of Article 10 of the bylaws to determine the procedures for appointing a member of the Supervisory Board to represent employees in conformity with Article L of the French Commercial Code (twenty-ninth resolution) Amendment of Article 4 of the bylaws - compliance with the provisions of Article L of the French Commercial Code amended by Law No of 9 December 2016 (thirtieth resolution) Delegation of power to be given to the Supervisory Board so that the bylaws are in conformity with the regulatory and legislative provisions, subject to ratifi cation of the Extraordinary Shareholders Meeting (thirty-fi rst resolution) Powers in view of formalities (thirty-second resolution) Notice of meeting 12 May 2017 l VALLOUREC 5

6 1 Welcome to our Shareholders Meeting Participate in our Shareholders Meeting and exercise your voting right Participate in our Shareholders Meeting and exercise your voting right The Vallourec Shareholders Meeting will be held on Friday, 12 May 2017 at 10:00 a.m., at Maison de la Mutualité, 24 rue Saint-Victor, Paris, France. All shareholders, regardless of the number of shares they hold, have the right to participate in this Meeting. In order to attend, you will be asked to provide the following documents: an admission card (conditions for obtaining one are indicated below), or in its absence a certifi cate of shareholding; a piece of identifi cation. If you do not attend personally, you may choose between one of the following forms, in conformity with the current legal provisions: voting by Internet through the VOTACCESS platform; voting by mail; granting a proxy to the Chairman of the Meeting, in which case a vote in favor of accepting the draft resolutions presented or approved by the Management Board will be cast, along with a vote not in favor of approving any other draft resolutions; granting a proxy to any individual or legal entity of your choosing. Only shareholders who have proven their status by registering their shares in their own name or in the name of the intermediary registered for their account, by the second business day preceding the Meeting, i.e. Wednesday, 10 May 2017, 00:00 a.m., Paris time, will be allowed to participate in the Meeting, to vote by Internet, by mail, or to have themselves represented therein: either in the accounts of registered shares held for the Company by its agent BNP Paribas Securities Services; or in the accounts of bearer shares held by the authorized intermediary. Registration of shares in the accounts of bearer shares held by the authorized intermediary must be recorded by a certificate of shareholding issued by the latter, attached to the voting by mail form or proxy, or to the request for admission card established in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary. A certificate is likewise issued to a shareholder who wishes to physically participate in the Shareholders Meeting and who has not received his/her admission card by the second business day preceding the Shareholders Meeting at 00:00 a.m., Paris time. In order to facilitate the administrative procedures, the Company offers you, regardless of your choice, the possibility of connecting to the secure VOTACCESS site to request your admission card, to grant a proxy to the Chairman or to a shareholder or other specifi c person, or to vote online. For your information The documents relating to the Meeting provided for in Article R of the French Commercial Code shall be available to shareholders: on at Vallourec s registered offi ce. Shareholders may likewise obtain these documents upon simple request sent to BNP Paribas Securities Services. To contact BNP Paribas Securities Services: By mail: BNP Paribas Securities Services Corporate Trust Services Grands Moulins de Pantin 9, rue du Débarcadère Pantin Cedex By phone: + 33 (0) By fax: + 33 (0) To vote in the Meeting of 12 May 2017 You must: hold at least one Vallourec bearer or registered share, as of Wednesday, 10 May 2017, 00:00 a.m., Paris time; and vote following one of the choices indicated below. Please note that: If you have already voted by Internet, by mail, have sent a proxy or requested your admission card or a certifi cate of shareholding, you no longer have the option of choosing another method of participating in the Meeting. Once your vote has been registered by BNP Paribas Securities Services, it can no longer be changed. Your shares are not blocked: you can dispose of all or part of your shares, even if you have already voted or requested an admission card or a certifi cate of shareholding. However, if the transfer of ownership occurs after the second business day preceding the Meeting at midnight, Paris time, the Company invalidates or consequently amends, as appropriate, the vote cast by Internet, mail, proxy, the admission card or the certifi cate of shareholding. To that end, the authorized intermediary provides notice of a transfer of ownership to the Company or its agent, and sends it the necessary information. 6 VALLOUREC l Notice of meeting 12 May 2017

7 Welcome to our Shareholders Meeting Participate in our Shareholders Meeting and exercise your voting right 1 No transfer of ownership that is completed after the second business day preceding the Meeting at midnight, Paris time, regardless of the method used, is notified by the authorized intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary. Vallourec will consider your exact position on 10 May 2017 at midnight (the institution holding your account is required to inform you thereof). If you hold Vallourec shares through several shareholding types (registered, bearer, or as an employee), you must vote several times if you wish to use all voting rights attached to your Vallourec shares. CHOICE 1: Voting, granting a proxy or requesting an admission card by Internet 1. Requesting an admission card by Internet A shareholder wishing to participate in person at the Shareholders Meeting may request an admission card by Internet using the following methods: If you are a registered shareholder (whether direct or administered) You must connect to the VOTACCESS platform, which may be accessed via the Planetshares website, at the following address: follow the instructions on the screen to access the VOTACCESS platform and request an admission card. If you are a direct registered shareholder, you should connect to the Planetshares site using your usual access codes. If you are an administered registered shareholder, you should request a call to meeting letter which indicates your username, so that you can connect to the Planetshares site. If you are an employee shareholder Your request should be made online on the secure VOTACCESS platform, which may be accessed via the Planetshares My Proxy website at the following address: vallourec.pg. You should then authenticate yourself using the following parameters: the username indicated at the top right of your paper voting form, which is attached to your notice of meeting; followed by an identification criterion which corresponds to your employee account number, mentioned on your annual CACEIS or AMUNDI portfolio statement (1). If you are a bearer shareholder You should fi nd out if your account-holding institution is connected to the VOTACCESS platform and, if applicable, if this access is subject to specifi c usage conditions. Only a bearer shareholder whose account-holding institution is a member of VOTACCESS may request their admission card online. Otherwise, the shareholder must follow the mailing procedures. Shareholders whose account-holding institution is a member of the VOTACCESS platform must identify themselves on the Internet portal of their account-holding institution using their usual access codes. They must then click on the icon which appears on the line corresponding to their Vallourec shares and follow the instructions on the screen to access VOTACCESS and request an admission card. 2. Remote voting or proxy voting by Internet It is possible for a shareholder to send their voting instructions, to appoint or revoke an agent by Internet before the Shareholders Meeting, using the VOTACCESS platform, under the conditions described below: If you are a registered shareholder (whether direct or administered) You should connect to the VOTACCESS platform which is accessible via the Planetshares website at the following address: planetshares.bnpparibas.com, follow the instructions provided on screen to access the VOTACCESS platform allowing you to vote, appoint or revoke an agent. If you are a direct registered shareholder, you should connect to the Planetshares site using your usual access codes. If you are an administered registered shareholder, you will receive a call to meeting letter which indicates your username, so that you can connect to the Planetshares site. If you are an employee shareholder You should connect to VOTACCESS via the Planetshares My Proxy site at the following address: vallourec.pg. Then, in order to authenticate yourself, please use the following parameters: the username indicated at the top right of your paper voting form, which is attached to your notice of meeting; followed by an identification criterion which corresponds to your employee account number, mentioned on your annual CACEIS or AMUNDI portfolio statement (1). If you are a bearer shareholder You should fi nd out if your account-holding institution is connected to the VOTACCESS platform and, if applicable, if this access is subject to specifi c usage conditions. Only a bearer shareholder whose account-holding institution is a member of VOTACCESS may vote or appoint or revoke an agent by Internet. Otherwise, the bearer shareholder must follow the mailing procedures. Shareholders whose account-holding institution is a member of the VOTACCESS platform must identify themselves on the Internet portal of their account-holding institution using their usual access codes. They must then click on the icon which appears on the line corresponding to their Vallourec shares and follow the instructions on the screen to access VOTACCESS, which will enable them to vote, appoint or revoke an agent. If the institution holding the shareholder s account is not connected to the VOTACCESS site, notice of the appointment or revocation of an agent may nevertheless be given electronically, in conformity with the provisions of Article R of the French Commercial Code. The shareholder should send an to the following address: paris. bp2s.france.cts.mandats@bnpparibas.com. This must contain the following information: name of the company concerned (Vallourec), date of the Meeting (Friday, 12 May 2017), last name, first name, address, bank information for the shareholder, along with last name, fi rst name and, if possible the address of the agent. The shareholder must request that the fi nancial intermediary managing their securities account send written confi rmation to BNP Paribas Securities Services CTS Assemblées Générales Les Grands Moulins de Pantin 9, rue du Débarcadère Pantin Cedex France. (1) On the AMUNDI statement, the identifi cation criterion is indicated as follows: Your account number. On the CACEIS statement, the identifi cation criterion is indicated as follows: «Your reference». Notice of meeting 12 May 2017 l VALLOUREC 7

8 1 Welcome to our Shareholders Meeting Participate in our Shareholders Meeting and exercise your voting right In order for appointments or revocations of mandates given electronically to be able to be validly considered, confirmations must be received the day before the Meeting, at the latest, i.e. 11 May 2017, 03:00 p.m. (Paris time). Any request or notifi cation to the aforementioned address for a purpose other than notifi cations of an appointment or revocation of mandates, will not be able to be considered and/or processed. Access to the VOTACCESS platform is available via the Planetshares, Planetshares MyProxy websites, or via your fi nancial intermediary s website. The VOTACCESS platform, dedicated to voting prior to Vallourec s Shareholders Meeting on 12 May 2017, will open starting on Monday, 24 April It will be closed the day before the meeting, i.e. Thursday, 11 May 2017 at 03:00 p.m. (Paris time). To avoid any potential overcrowding of VOTACCESS, we recommend that you do not wait until the day before the Meeting to cast your vote. CHOICE 2: Voting, granting a proxy or requesting an admission card by mail 1. Requesting an admission card by mail A shareholder wishing to participate in person at the Shareholders Meeting may request an admission card by mail using the following methods: Step 1: check box A on the individual form, and send it back as soon as possible to be sure you receive your admission card in time. If you have not received your admission card by the second business day before the Shareholders Meeting (i.e. 10 May 2017), it is suffi cient for you to attend the Shareholders Meeting with a certifi cate of shareholding that you will have previously requested from the institution holding your account. Step 2: check your information and modify it if necessary. Step 3: date and sign the form. The owner of the shares must date and sign it. In case of joint possession, the fi rst member that receives the form should sign on behalf of all members. 2. Remote voting or proxy voting by mail Step 1: check box B of the individual form and then: Option 1 - You wish to vote by mail: Check the box I am voting by mail on your individual vote by mail and by proxy form, and follow the voting instructions. Option 2 - You wish to grant a proxy to the Chairman of the Shareholders Meeting: Check the box I grant a proxy to the Chairman of the Shareholders Meeting on your individual vote by mail or by proxy form. Option 3 - You wish to give a proxy to another party: Check the box I am granting a proxy to and provide the information on your representative at the Shareholders Meeting. If you grant a proxy without indicating the agent, a vote will be cast in favor of accepting the draft resolutions presented or approved by the Management Board, along with a vote against the approval of any other draft resolutions. Step 2: check your information and modify it if necessary. Step 3: date and sign the form. The owner of the shares must date and sign it. In case of joint possession, the fi rst member that receives the form should sign on behalf of all members. HOW DO YOU OBTAIN YOUR INDIVIDUAL FORM (CHOICE 2)? You are a registered shareholder (direct or administered): an individual vote by mail or by proxy form is sent to you, by mail, without your making any request. You are a bearer shareholder: you must ask your financial intermediary (bank or any other institution managing your securities account to which your shares are registered) with an individual vote by mail or by proxy form at least six days before the Shareholders Meeting, i.e. by Saturday, 6 May 2017 at the latest. The precise procedure for using the individual form can be downloaded from the Vallourec website: HOW DO YOU RETURN YOUR INDIVIDUAL FORM (CHOICE 2)? You are a registered shareholder (direct or administered): send the form directly to BNP Paribas Securities Services by mail or fax. You are a bearer shareholder: send the form to the institution in charge of managing your securities account, which will send it to BNP Paribas Securities Services along with a certifi cate of shareholding. In all cases, BNP Paribas Securities Services must receive the form along with the certifi cate of shareholding for the bearer shares by Tuesday, 9 May 2017 at the latest. No form that is received after that date will be considered in the Meeting s vote. However, if you are a bearer shareholder and we have not received your duly completed form by Tuesday, 9 May 2017, you may request a certifi cate of shareholding from the institution in charge of managing your securities account and attend the Shareholders Meeting in person. 8 VALLOUREC l Notice of meeting 12 May 2017

9 Welcome to our Shareholders Meeting Participate in our Shareholders Meeting and exercise your voting right 1 STEP 1 : Indicate how you wish to vote Check box A or B STEP 2 : Check that your contact details are correct and make necessary changes IMPORTANT : Avant d exercer votre choix, veuillez prendre connaissance des instructions situées au verso - Important : Before selecting please refer to instructions on reverse side Quelle que soit l option choisie, noircir comme ceci la ou les cases correspondantes, dater et signer au bas du formulaire - Whichever option is used, shade box(es) like this, date and sign at the bottom of the form A. Je désire assister à cette assemblée et demande une carte d admission : dater et signer au bas du formulaire / I wish to attend the shareholders' meeting and request an admission card : date and sign at the bottom of the form. B. J utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below. FORMULAIRE DEDIE AUX SOCIETES FRANCAISES / FORM RELATED TO FRENCH COMPANIES Société Anonyme au capital de Siège Social : 27 avenue du Général Leclerc BOULOGNE BILLANCOURT R.C.S. Nanterre JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Cf. au verso (2) - See reverse (2) Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d Administration ou le Directoire ou la Gérance, à l EXCEPTION de ceux que je signale en noircissant comme ceci la case correspondante et pour lesquels je vote NON ou je m abstiens. I vote YES all the draft resolutions approved by the Board of Directors EXCEPT those indicated by a shaded box - like this, for which I vote NO or I abstain S S44 45 Sur les projets de résolutions non agréés par le Conseil d Administration ou le Directoire ou la Gérance, je vote en noircissant comme ceci la case correspondant à mon choix. On the draft resolutions not approved by the Board of Directors, I cast my vote by shading the box of my choice - like this. A B CpD E ASSEMBLÉE GÉNÉRALE MIXTE convoquée le 12 mai 2017 à 10 h (heure de Paris) à la Maison de la Mutualité 24 rue Saint-Victor Paris COMBINED SHAREHOLDER'S MEETING to be held on May, 12th 2017 at 10 a.m. (Paris time) at Maison de la Mutualité 24 rue Saint-Victor Paris Oui / Non/No Yes Abst/Abs Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting - Je donne pouvoir au Président de l assemblée générale de voter en mon nom. / I appoint the Chairman of the general meeting to vote on my behalf... - Je m abstiens (l abstention équivaut à un vote contre). / I abstain from voting (is equivalent to vote NO)... - Je donne procuration [cf. au verso renvoi (4)] à M., Mme ou Mlle, Raison Sociale pour voter en mon nom... / I appoint [see reverse (4)] Mr, Mrs or Miss, Corporate Name to vote on my behalf... F G H J K Oui / Yes Non/No Abst/Abs JE DONNE POUVOIR AU PRÉSIDENT DE L'ASSEMBLÉE SEMBLÉE GÉNÉRALE Cf. au verso (3) I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE GENERAL MEETING See reverse (3) CADRE RÉSERVÉ À LA SOCIÉTÉ - FO R COMPANY S USE ONLY Identifiant - Account Nombre d actions Number of shares Nominatif Registered Porteur Bearer Nombre de voix - Number of voting rights JE DONNE POUVOIR A : Cf. au verso (4) I HEREBY APPOINT : See reverse (4) M., Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name Adresse / Address Vote simple Single vote Vote double Double vote ATTENTION TENTION : s il s agit de titres au porteur, les présentes instructions ne seront valides que si elles sont directement retournées à votre banque. CAUTION : if it is about bearer securities, the present instructions will be valid only if they are directly returned to your bank. Speci Bpe cimen n Nom, prénom, adresse de l actionnaire (les modifications de ces informations doivent être adressées à l'établissement concerné et ne peuvent être effectuées à l'aide de ce formulaire). Cf au verso (1) Surname, first name, address of the shareholder (Change regarding this information have to be notified to relevant institution, no change can be made using this proxy form). See reverse (1) STEP 3 : Whatever you decide, do not forget to sign and date the form here Pour être prise en considération, toute formule doit parvenir au plus tard : In order to be considered, this completed form must be returned at the latest Date & Signature sur 1 ère convocation / on 1st notification sur 2 ème convocation / on 2nd notification 9 mai 2017 / May, 9th 2017 à / to BNP PARIBAS SECURITIES SERVICES, CTS Assemblées, Grands Moulins de Pantin PANTIN Cedex N.B.: Do not forget to provide your answer in case amendments or new resolutions are presented at the Shareholders Meeting STEP 4 : Return this individual form before the return deadline Option 1 If you want to vote by post, check the box I vote by post ZTo vote YES to a resolution, leave the box next to the resolution number concerned blank. ZTo vote NO to a resolution or abstain, black out the box next to the resolution number concerned. Option 2 If you want to appoint the Chairman of the Shareholders Meeting as your proxy, check the box I hereby give my proxy to the Chairman of the General Meeting. Option 3 If you want to give your proxy to another person, check the box I hereby appoint and fi ll out the details of your representative at the meeting. The owner of the shares must sign and date the form. Notice of meeting 12 May 2017 l VALLOUREC 9

10 2 Vallourec in 2016 Governance Governance The Supervisory Board, which met eight times in fi scal year 2016, is kept regularly informed of the Company and Group s business and activities, in accordance with the legal and statutory provisions. Within the context of its supervisory engagement, it conducted the checks and controls it deemed necessary and in particular ensured that its structure allows for proper governance of the Company. Meetings are chaired by the Supervisory Board Chairman, who ensures, in particular, that each member expresses his opinion on important matters. In the rare instances where a member of the Board is personally concerned by one of the issues being discussed, pursuant to Article L of the French Commercial Code, they leave the meeting during discussion of that matter. The Supervisory Board reviewed the Management Board s management report and the fi nancial statements for fi scal year 2016, along with the various documents attached thereto. The Supervisory Board likewise approved its three reports at the Meeting, which appear on pages 36 and following of this brochure, as well as the Report of the Chairman of the Supervisory Board regarding the composition of the Board and the application of the principle of equal representation of women and men on it, the conditions for preparing the Board s work and the risk management and internal control procedures established by Vallourec, which appears in the 2016 Registration Document. During 2016, Vallourec s Statutory Auditors attended those Supervisory Board meetings at which the annual and interim fi nancial statements were reviewed. The actual attendance rate of members at Board meetings, calculated as a ratio of the number of members present to the total number of members of the Board, was 100% on average for the meetings held in Dates of Board meetings (fiscal year 2016) Attendance rate 29 January 12/12 (100%) 17 February 12/12 (100%) 5 April 12/12 (100%) 2 May 12/12 (100%) 27 July 12/12 (100%) 8 November 12/12 (100%) 13 December (morning) 12/12 (100%) 13 December (afternoon) 12/12 (100%) The Supervisory Board is assisted by three specialized Committees: the Finance and Audit Committee; the Appointments, Compensation and Governance Committee; and the Strategy Committee. The Supervisory Board appoints the members of each of the Committees, establishes their powers and determines their compensation. The role of these Committees is to provide advice and to prepare the necessary information for the Board s deliberations. They issue proposals, make recommendations and provide advice in their areas of expertise. Finance and Audit Committee As at 31 March 2017, it consisted of four members: Mr. Henri Poupart- Lafarge (Chairman), Mr. Olivier Bazil (1), Bpifrance Participations, represented by Mr. Alexandre Ossola and Ms. Alexandra Schaapveld, all independent with the exception of Bpifrance Participations, or a 75% proportion of independent members within the Finance and Audit Committee. The Chairman of the Board and the Lead Member are also invited to the Finance and Audit Committee meetings. The role of this Finance and Audit Committee is to prepare the necessary information for the Supervisory Board s deliberations, which concern tracking issues in relation to the preparation and control of accounting and fi nancial data, in compliance with Article L of the French Commercial Code. The Committee met seven times in 2016 with an average effective attendance rate of 100%. Appointments, Compensation and Governance Committee As at 31 March 2017, it consisted of four members: Mr. Pierre Pringuet (Chairman), and Mesdames Laurence Broseta, Pascale Chargrasse (representing employee shareholders) and Alexandra Schaapveld. They are all independent (2). The role of this Committee is to prepare information for the Supervisory Board s deliberations, which concern the monitoring of issues relating to the appointment and compensation of corporate offi cers, and to the governance of the Group. The Committee met six times in 2016 with an average effective attendance rate of 100%. (1) In its meeting of 28 March 2017, the Supervisory Board duly noted the resignation of Mr. Olivier Bazil with effect from the end of the meeting of the Supervisory Board of 11 May (2) In compliance with the recommendations of the AFEP-MEDEF Code, Ms. Pascale Chargrasse, who represents employee shareholders, was not counted. 10 VALLOUREC l Notice of meeting 12 May 2017

11 Vallourec in 2016 Governance 2 Strategy Committee As at 31 March 2017, it consisted of fi ve members: Ms. Vivienne Cox (Chairman) and Messrs. Philippe Altuzarra, Olivier Bazil (1), José Carlos Grubisich and Bpifrance Participations, represented by Mr. Alexandre Ossola, all independent with the exception of Bpifrance Participations, i.e. a proportion of independent members within the Strategy Committee of 80%. Its role is to prepare the Supervisory Board s deliberations with regard to the Group s strategic directions and long-term future. The Committee met three times in 2016 with an average effective attendance rate of 100%. Members of the Supervisory Board as at 31 March 2017 Year of birth Date first appointed Chairman Vivienne Cox /05/2010 OSM 28/05/2014 Vice-Chairman Lead Member Pierre Pringuet /02/2015 OSM 06/04/2016 Date appointment most recently renewed Date of end of term Other main appointments held 2018 OSM to approve fi nancial statements as at 31/12/ OSM to approve fi nancial statements as at 31/12/2019 Members Maria Pilar Albiac-Murillo /05/ OSM to approve fi nancial statements as at 31/12/2018 Philippe Altuzarra /05/ OSM to approve fi nancial statements as at 31/12/2018 Cédric de Bailliencourt /05/ OSM to approve fi nancial statements as at 31/12/2017 Olivier Bazil (a) /05/2012 OSM 06/04/2016 Bpifrance Participations Represented by Alexandre Ossola 2020 OSM to approve fi nancial statements as at 31/12/2019 N/A 06/04/ OSM to approve fi nancial statements as at 31/12/ /11/ OSM to approve fi nancial statements as at 31/12/2019 Laurence Broseta (b) /04/ OSM to approve fi nancial statements as at 31/12/2017 Pascale Chargrasse /12/2010 OSM 28/05/2015 José Carlos Grubisich /05/2012 OSM 06/04/ OSM to approve fi nancial statements as at 31/12/ OSM to approve fi nancial statements as at 31/12/2019 Henri Poupart-Lafarge /05/ OSM to approve fi nancial statements as at 31/12/2017 Alexandra Schaapveld /05/2010 OSM 28/05/ OSM to approve fi nancial statements as at 31/12/2017 Director of Pearson Plc and GlaxoSmithKline Plc* Vice Chairman of the Board of Directors of Pernod Ricard, Director of Iliad, April and Cap Gemini and Chairman of AFEP Director of Products and Innovation of Market Excellence of Philips Director of Altuzarra LLC and Chairman of the Supervisory Board of La Redoute CFO of the Bolloré Group Permanent Representative of Compagnie du Cambodge on the Supervisory Board of Banque Hottinguer and Director of the Musée national de la Marine Director of Legrand, Michelin and Château Palmer Director of Operations and Member of the Mid & Large Cap Management Committee of Bpifrance, Head of Fonds d'avenir Automobile managed by Bpifrance Participations International Director and Member of the Executive Committee of Transdev, Director of Thalès, Director of subsidiaries of the Transdev Group Business Development Manager, Valinox Nucléaire Chairman of Eldorado Brasil Celulose S.A. and Director of Halliburton Chairman and CEO of Alstom Member of the Supervisory Board of Bumi Armada Berhad and Société Générale (a) In its meeting of 28 March 2017, the Supervisory Board duly noted the resignation of Mr. Olivier Bazil with effect from the end of the meeting of the Supervisory Board of 11 May (b) At its meeting on 17 February 2016, the Supervisory Board appointed Ms Laurence Broseta as a member of the Supervisory Board, replacing Mr Michel de Fabiani, who resigned, effective at the end of the Supervisory Board meeting of 5 April 2016, and for the remaining term of her predecessor, i.e. until the Shareholders Meeting called in 2018 to approve the fi nancial statements for fi scal year The Annual Shareholders Meeting of 6 April 2016 ratifi ed the appointment of Ms Laurence Broseta. (1) In its meeting of 28 March 2017, the Supervisory Board duly noted the resignation of Mr. Olivier Bazil with effect from the end of the meeting of the Supervisory Board of 11 May Notice of meeting 12 May 2017 l VALLOUREC 11

12 2 Vallourec in 2016 Presentation of Supervisory Board members Presentation of Supervisory Board members (1) New appointment proposed to the 2017 Shareholders Meeting Mr. Yuki IRIYAMA Date of birth: 19 November 1947 Nationality: Japanese Office held within Vallourec* None Professional activities and references Graduate of The University of Tokyo (Faculty of Law, 1970) and College of Europe at Bruges in Belgium (Advanced European Study in Law, 1977) Japanese Bar (1969) Began his career in 1970 at Nippon Steel Corporation and assumed different operational and managerial positions: - Member of Legal Department ( ) - Manager of Electronics & Information Business Division ( ) - General Manager of Semi-conductor Business Division ( ) - General Manager of Overseas Business Development Division ( ) - Director, Member of the Board ( ) - Managing Executive Offi cer ( ) - Executive Advisor ( ) Admitted in Japan as an attorney-at-law in March 2015; currently, Of Counsel of Kajitani Law Offi ces in Tokyo * Listed company (for terms pending). (1) For further information on all offi ces held by the members, see Chapter 7 of the 2016 Registration Document. 12 VALLOUREC l Notice of meeting 12 May 2017

13 Vallourec in 2016 Presentation of Supervisory Board members 2 Current offices of Supervisory Board members Chairman Ms. Vivienne COX Date of birth: 29 May 1959 Nationality: British 20,880 shares Offices held within Vallourec* Chairman of the Supervisory Board Chairman of the Strategy Committee Professional activities and references A graduate of Oxford University and INSEAD and holding an Honorary Doctorate from the University of Hull 28 years experience with the BP Group CEO of BP Gas, Power and Renewables ( ) Commissioner of the Airport Commission of the Department of Transport of the British government (since 2012) Vice-Chairman and Lead Member Mr. Pierre PRINGUET Date of birth: 31 January 1950 Nationality: French 7,872 shares Offices held within Vallourec* Member of the Supervisory Board of Vallourec Lead Member of the Supervisory Board of Vallourec Chairman of the Appointments, Compensation and Governance Committee Professional activities and references Graduate of the École Polytechnique and Engineer for the French Mines Inspectorate (Corps des Mines) Began career in public service, from 1976 to 1987: In charge of an industry and mining engagement with the prefect of the Lorraine region ( ); Head of fi nancial procedures and social relations with the Managing Director of Industry ( ); Chief Engineer of Mines (1981); Technical Consultant to Michel Rocard, Minister of Land Management and Planning, and later the Minister of Agriculture ( ); Director of Agricultural and Food Industries with the French Ministry of Agriculture ( ) Since 1987, in the Pernod Ricard Group: Director of Development of the Pernod Ricard Group ( ); Managing Director of Société pour l Exportation de Grandes Marques ( ); Chairman & CEO of Pernod Ricard Europe ( ); Deputy CEO of Pernod Ricard ( ); Director of Pernod Ricard (since 2004); COO of Pernod Ricard ( ); Managing Director of Pernod Ricard ( ) Members Date of birth: 21 August 1953 Nationality: Spanish 3,000 shares Ms. Maria Pilar ALBIAC-MURILLO Office held within Vallourec* Member of the Supervisory Board Professional activities and references Graduate of the University of Zaragoza (Spain), and the holder of an MBA from Central Michigan University (United States) A twenty-six year career at General Motors, sixteen of which were spent in the United States. Fifteen years in Operations, Plant Director in Saginaw, Michigan ( ), Plant Director in Logroño, Spain ( ) Chairman and CEO of Saginaw Deutschland GmbH ( ) Seven years at Delphi Corporation: Site Manager (Delphi Alabama Operations), Plant Manager, Site Director (Delphi Flint East Operations) and Director of Product Line (Delphi Troy Headquarters) Vice-President in charge of operations in Mexico for Remy ( ) Eight years at the Airbus* Group: Executive Vice-President of Operations and Head of Transformation at Airbus Defence and Space, and A400M Industrialization ( ) * Listed company (for terms pending). Notice of meeting 12 May 2017 l VALLOUREC 13

14 2 Vallourec in 2016 Presentation of Supervisory Board members Mr. Philippe ALTUZARRA Mr. Olivier BAZIL (1) Date of birth: 3 April 1950 Nationality: French 13,000 shares Date of birth: 22 September 1946 Nationality: French 29,365 shares Office held within Vallourec* Member of the Supervisory Board Member of the Strategy Committee Professional activities and references Graduate of Sciences Po Bordeaux and of the École Nationale d Administration He began his career at the Ministry of Finance in 1973: Technical advisor at the Offi ce of the Secretary of State for Defense ( ), Economic Attaché at the French Embassy in London ( ), Civil Administrator, French Trade Directorate ( ), Economic Advisor at the French Embassy in Tokyo ( ) Member of the Executive Committee, Deputy CFO of the Havas Group ( ) Twenty-one years at Goldman Sachs ( ) Office held within Vallourec* Member of the Supervisory Board Member of the Finance and Audit Committee Member of the Strategy Committee Professional activities and references Graduate of École des Hautes Études Commerciales (HEC) and Harvard Business School Assistant to the Secretary General, responsible for fi nancial information and development of the growth strategy for the Legrand Group (1973) CFO of Legrand (1979) Deputy CEO and Vice-Chairman of the Board of Directors of Legrand (1994) COO of Legrand ( ) Date of birth: 10 July 1969 Nationality: French 7,800 shares Mr. Cédric de BAILLIENCOURT Office held within Vallourec* Member of the Supervisory Board Professional activities and references Graduate of the Institut d Études Politiques de Bordeaux, postgraduate degree in Political and Social Communication Twenty-one years with the Bolloré Group as Director of Shareholding (since 1996), CEO (since 2002) and Vice-Chairman of Financière de l Odet, Vice-Chairman of Bolloré (since 2002), CFO of the Bolloré Group since 2008, Permanent Representative of Compagnie du Cambodge on the Supervisory Board of Hottinguer bank and Director of the Musée national de la Marine Bpifrance Participations 66,695,707 shares Bpifrance Participations represented by Mr. Alexandre OSSOLA Bpifrance offers companies continuity of fi nancing at each key step in their development and an offer adapted to regional specifi cities. As part of the Bpifrance equity investment scheme, Bpifrance Participations invests in Large Enterprises as well as in Middle-Market Companies, in order to support their development in France and internationally. Bpifrance Participations is a minority shareholder involved in governance, as well as a long-term investor capable of adapting to the company s development cycles. Alexandre Ossola Date of birth: 26 September 1974 Nationality: French Office held within Vallourec* Member of the Supervisory Board Member of the Finance and Audit Committee Member of the Strategy Committee * Listed company (for terms pending). (1) In its meeting of 28 March 2017, the Supervisory Board duly noted the resignation of Mr. Olivier Bazil with effect from the end of the meeting of the Supervisory Board of 11 May VALLOUREC l Notice of meeting 12 May 2017