Vallourec S.A. ($VK)
Earnings Call Transcript · May 21, 2026
Highlights from the call
In the 2025 fiscal year, Vallourec S.A. reported revenues of EUR 3.8 billion, a 6% decline from the previous year, while EBITDA reached EUR 819 million, reflecting a margin of 21.5%. The company achieved a net profit of EUR 357 million, down from the prior year's results, primarily due to the absence of one-off gains. Management emphasized a commitment to shareholder returns, announcing a significant dividend policy and a focus on maintaining an investment-grade rating, which was achieved in 2025. The outlook for 2026 includes continued prioritization of operational excellence and strategic investments in energy markets.
Main topics
- Dividend Policy: Vallourec announced a commitment to return between 80% and 100% of total cash flow to shareholders, marking a significant shift with a planned interim dividend of EUR 1.75 per share. Philippe Guillemot stated, "This will not be reproduced in the following years," indicating the exceptional nature of this payout.
- Profitability Improvement: Management highlighted a narrowing profitability gap with competitors, with Vallourec's tubes segment achieving higher EBITDA per ton than its main competitor for the first time. This reflects the company's successful strategic transformation.
- Investment-Grade Rating: Vallourec's credit rating was upgraded to investment grade by major agencies, a significant milestone reflecting improved financial health. Nathalie Delbreuve noted, "This exceptional progress shows the success of our strategic transformation."
- Revenue Decline: The company reported a 6% decline in revenue year-over-year, attributed to weaker activity in certain regions and adverse currency impacts. Management acknowledged this trend but emphasized a focus on high-value products.
- Strategic Focus on New Energy: Vallourec is positioning itself in new energy markets, targeting 10-15% of EBITDA from non-fossil applications by 2030. This includes geothermal energy and hydrogen storage, reflecting a proactive approach to energy security.
Key metrics mentioned
- Revenue: EUR 3.8 billion (down 6% YoY)
- EBITDA: EUR 819 million (margin of 21.5%, up from 20% in 2024)
- Net Profit: EUR 357 million (down from previous year due to absence of one-off gains)
- Net Cash Position: EUR 39 million (improved by EUR 18 million YoY)
- Debt: EUR 862 million (down from EUR 1.1 billion in 2024)
- Dividend per Share: EUR 1.75 (planned interim dividend, subject to conditions)
Vallourec's strategic transformation and commitment to shareholder returns position it favorably for future growth, despite recent revenue declines. Investors should monitor the execution of the new energy strategy and the company's ability to sustain profitability in a challenging market environment.
Earnings Call Speaker Segments
Philippe Guillemot
ExecutivesLadies 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 [indiscernible], Head of Securities Law and Corporate Governance at Vallourec. [Operator Instructions] The statutory auditors is May Kassis-Morin for Ernst & Young, Mr. Philippe [indiscernible] of KPMG have been told to attend the meeting. [indiscernible], Judicial Officer, is also present. I also invite the 2 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 representing shareholders to form the presiding committee as scrutineers. The May Vallourec [indiscernible] employee share funds represented by [ Michel Carton ] and Ludovic Oster. [indiscernible] is appointed as secretary of the meeting by the presiding officer shall 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 notice of meeting and convocation were published in accordance with the legal and regulatory provisions in force, and individual letters of complication of notice were sent to each registered shareholder in accordance with the law. All the information documents required by law have been made available to shareholders. including on the company's website within the time frame and in accordance with the procedures laid down by law. These occupancy included, 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 shareholders 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 e-mail 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 [indiscernible] 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 229,516,388 shares. The quorum required for deliberations falling within the remit of the ordinary general meeting is at least 20% of the total number. Other companies 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 [indiscernible] 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 judges. So once the Q&A session begins. Shareholders arriving after the [indiscernible] disclosed may attend this meeting, but we'll no longer be able to vote. Thank you, Nora. The meeting is open. After my introduction on the group's strategy and latest news, Natalie will present the financial results of 2025. I will then outline our capital allocation strategy and our visions regarding shareholder returns for 2026. Here is you as Chair of the Nomination and Governance Committee and Chair of [indiscernible] present information on the group's governance and the remuneration of corporate officers. The statutory auditors will present the conclusions of their reports, and 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, 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 the -- 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. And above all, as you saw, we returned an ambitious dividend policy with a 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 homothegroup in 2022, we are now fully committed to our new road map 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 USA. 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're 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 continue in our path those excellence in safety. Our rate of accidents with and with that lost time per million hours worked, fell again last year by more than 35% to 1.25 and work in progress towards 2030 targets. This is the result of the daily commitment of all of our employees. It's also the result of our sustained investment and 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 for 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 life or sequel and accident frequency rate with and without lost time of 0.2% or less and 0 occupational illness. This would give these objectives by 2030 that have rolled out our health density road map. This road map 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 future also lies in its ambition to set an example in nonfinancial 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 tons of COT per ton of juice manufactured, which is almost 1/3 lower than the average of our competitors. To go even further, we're focusing on 3 key levers of decarbonation. 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 increasable portion of recycled still 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 a long-standing and based on the most stringent standards. Our target for 2025 validated by the was achieved 3 years ahead of schedule. Our 2030 road map 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 to produce 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 scratch meets an average of 0.71 tons of CO2 per tonne of steel versus 2.66 tonnes deal with a low recycle content produced via blast furnaces, which consequently contribute more to global warming. You will, therefore, easily understand our decarbonation strategy and a choice of the GSCC standard. This tender provides a calculation of the carbon for next deal that is representative of Vallourec 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 target of a 30% reduction in emissions by 2030. Our commitment to decarbonation is reflected in a structured plan in 3 areas: by 2030 compared to 2021 which we're targeting 3 objectives: a 30% reduction in the carbon density of our rolled steel, the 30% reduction in the carbon intensity of our finished products and a 25% reduction in our total carbon emissions across our entire value chain. To achieve our targets, we're focusing on 3 key areas: the evolution of our industrial footprint, process improvements and an increase in the purchase of steel made from recycle 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 road map. When I took the helm at Vallourec, the company was on the brink of bankruptcy and it's 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 0 by -- at the end of 2024 year ahead of schedule, restructured capital structure and significantly reduced our financing costs. We also continued our strategy of rationalizing invested capital with the sale of Ceramax completed in 2025. For over 4 years. We, therefore, completely reorganized and turn Vallourec around to significantly 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 road map from good to Great, which aims to charter course focus 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 selective 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 3 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 25% in major contexts 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.A., 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. A production there is entirely domestic for unconventional operations. We continue to strengthen our industrial capabilities in this market, notably with a $48 million investment and a new premium reading 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 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 Thermo Tito Brazil, our first acquisition in 9 years. This transaction enables us to position ourselves in the market for thermally insulated line 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 contracts 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 and 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 Delphi athertical underground storage solution to 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 TS at the start of the year and with fatality last month, demonstrated the strength of our positioning. We'd like to remind you that the latter represents a potential turnover of up to $800 million over 5 years and equivalent to our largest contracts in the oil and gas sector. This is brief that we are on the right track. I'll now to get back to one of the most significant developments in 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 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 a project 2026 in the years ahead with renewed ambition centered on 3 key priorities. First of all, to continue and strive for excellence in health and safety and make progress on our ambition decarbonation objectives. 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 [indiscernible] 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 [indiscernible] it shows that our main shareholders [indiscernible] naturally benefited from the share price of Vallourec reflecting the progress that we made recently. After this transaction, [indiscernible] 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. [indiscernible] has also confirmed his support to the strategy and team of 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 term energy, hydrogen storage and carbon capture. I would like now to discuss the financial elements, giving the floor to [indiscernible]. CFO, and I would like to welcome her to the Assembly and General Meeting.
Nathalie Delbreuve
ExecutivesThank 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. or 1% at constant exchange rates. EBITDA reached EUR 819 million, representing a margin of 21.5%, up from the 20% 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 profitable profit, sorry for the group amounted to EUR 357 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 31, 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 [ 1,544 kilotons ] a slight decrease compared with the previous year. This reflects 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 high-value relevant volume as well as the 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 start-up of Phase 1 of the mine expansion at the end of '24 and, to a lesser extent, to a positive noncash impact linked to the periodic revaluation of our forestry assets, main remains a major asset and a significant source of cash flow for the group. Let's continue with Slide 18. of December 31, 2025. Vallourec's [indiscernible] position stood at EUR 39 million, as previously explained. Gross debt stood at EUR 862 million, down from EUR 1.1 billion on December 31, 2024. In September 25, I do recognize the partial repurchase of its senior bonds maturing in 2032 for a total amount of USD 82 million, which contributes to the continued optimization of the group's financial structure as of December 31, 2025. Vallourec's liquidity position was very strong at EUR 1.7 billion, comprising EUR 965 million of cash at 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 3 main rating agencies upgraded Vallourec's rating to investment grade. The transition from a selective default in 2021 to investment grade 4 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 SP and Moody's and Fitch. All the rating agencies emphasize, first of all, a sustained improvement in margin, a strong cash generation, but more resilient business model. These assessments wait for us, our confidence in Vallourec's value creation potential in the long term.
Philippe Guillemot
ExecutivesThank you, [indiscernible]. As you see, the year 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 to 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 SP [indiscernible]. Our capital allocation policy is based on striking the right balance between emits growth and shareholders' returns with over EUR 1 billion available cash and a net debt kept around 5x 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 2 rigorously selected projects. In such a context, as I said at the beginning of the meeting, we have invested $48 million in the new premium fading light in Yankton, Ohio. To meet the growing demand for high take VAM connections for the U.S. offshore uncommittal markets. Finally, our financial discipline on the 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 commit. 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 to 2026. We therefore confirm our intention to return immediately EUR 65 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 these amounts -- 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 the dividend remains conditional upon the full exercise of Vallourec's outstanding warrants by the expiry date, June 30, 2026 at the latest. As a reminder, the adjusted price of the warrants is EUR 9.21 per share. To conclude, I would like to highlight 3 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 3 main rating agencies. Secondly, our nonfinancial leadership. Vallourec is among the leaders in its sector in terms of CSR policies with strong ambitions regarding 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 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 is you to present the information regarding the group's governance and the remuneration of corporate offices. But before handing over to her, I would like to welcome her to a new role as Chair of the Nomination and Governance Committee and the Remuneration Committee.
Unknown Executive
ExecutivesThank 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 9 members, including 55% women and 45% men, representing 8 nationalities with independence rate of 63%. We also have an observer who is a nonvoting member. Each year, the Board assesses the divisity 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. The this diversity of profiles and competencies enables effective oversight, high-quality discussions and inform the decision-making at the Board level. The work of the Board of Directors is supported by 4 committees, which play an advisory role and prepare the Board's decision. First, we have an Auto Committee chaired by Ms. Angela Minas, Lead Independent Director; Second, with a CSR Committee chaired by Ms. [indiscernible] and also Independent Director. We have a nomination and governance committee and the Remuneration Committee, both of which I chair in my capacity as an independent director. Few changes happened in 2025 and early '26. On May 22, 2025. The terms of office of [ Mr. Pierre Varela and Mr. Patrick Bulla ] expire at the close of the 2025 AGM, and their renewals was not proposed. At the same time, the cooptation of Mr. Keith J. Harwell was ratified, and this term was renewed for 4 years until the 2028 Annual General Meeting. Following Mr. [indiscernible] 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 the 2026, the Board noted the resignation of Mr. Keith J. Power, effective January 21 of 2026. And then [ Mr. David Clark ] was coopted 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 shareholding structure. Following the completion of the shareholding transaction announced by Essilor Mattel on May 19, and 2026 and accordance with the provision of the shareholders' agreement dated back in August 4, 2024. A level of representation of [indiscernible] Mattel on the Board has been adjusted to reflect this current change in the shareholdings. In this context, [ Mr. Genuino Christina ] has tendered his resignation from his position as Director. And [ Mr. Adi Mattel ] has likewise resigned from his role as an observer, both effective May 21, 2026, and at the Board of Directors meeting immediately after this AGM will formally acknowledge these resignations. With respect to the renewal of [ Geno's term Philips ] 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 the Chief Executive Officer. It is widely recognized that Philippe has been the architect of Vallourec's turnaround and strategic transformation. Over the past 3 years, the implementation of the new Vallourec strategic plan, which Philippe initiated and led delivered a successful turnaround of the group and restore 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 strategy requires continuity and leadership. The road map of -- the road map 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, ensure strong alignment between strategy and execution and preserve strategic momentum. At the same time, this governance model is supported by robust and well-balanced safeguards to ensure this balance of power and strong board intended. And then we have the lead direct independent director plays a central role in the governance framework, including organizing executive sections without management and engaging directly with shareholders. The Lead Independent Director is actively involved in our governance road shows. And this year has spoken directly with a large number of our key investors and proxy advisers to explain the Board's governance. 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. However, governance must be assessed in light of the company's specific circumstances and stage of development. In the Vallourec 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 interest and those of its stakeholders. Now we will move on to the 2025 compensation for the president -- for the Chairman and the CEO. In line with the compensation policy approved by the shareholders' meeting in May 2025, [ Philippe Gimeno ] for 2025 consists of a fixed component and a variable component. First, the annual fixed compensation amongst 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 increased 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. Now 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 a different performance criteria. Following feedback we received during the 2025 governance road show, the company has further strengthened its transparencies with more detailed disclosure on both the level of achievement of the criteria and also the achieve 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 to operational performance and the remaining 20% to ESG criteria, including quality, safety, CO2 emission and diversity. Overall, the performance achieved in 2025 resulted in an achievement rate of approximately 89% of the application of the accelerator linked to the group's deleveraging performance. These reflect a level of strong performance overall and with particularly solid results in operational and CSD 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, continues to range from 0% to 100% of the fixed salary at target, and can reach up to 135% in days of over performance. Of course, these are based on predefined and demanding objectives. In addition, the accelerated 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 composition is based on the combination of clearly defined financial, operational and safety criteria with a strong emphasis on measurable performance. from 2026 onwards, certain 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 waiting 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 compensate compensation based on the fair value of the performance share at Grand 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 which is the equivalent of 3x his annual fixed compensation. Finally, with 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 determination indemnity. All these covenants are aligned with the recommendation of the [ ADA MedDev 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 compared with an overall envelope of EUR 1.25 million. Now we now turn to the compensation policy for the directors for this year 2026. The total annual envelope of the direct compensation remains unchanged at EUR 1.25 million. The allocation principle also remains largely unchanged with only 1 adjustment following the end of the Vice Chair road in May 2025, which has been replaced by the lead independent director. Directors' compensation continues to be closely linked to their participation in Board and Committee meetings. For Board meetings, each session lasting at least 1 hour give rise to a fee of EUR 3,000 for in-person attendance or EUR 1,500 for remote participation. For the lead independent director, these amounts are increased to EUR 15,000 and EUR 7,500 respectively. For committee meetings, the fee amounts to EUR 5,000 for in-person attendance and EUR 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 stress code, 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 directors' place of residents 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 or EUR 2,000 applies to intra-European travel, excluding France. No allowance is paid when the meeting takes place in the director's country of resins or in case of remote participation. Directors also reimbursed for expenses incurred in the performance of the duties, notably travel and accommodation costs in accordance with the group's policy. Finally, it should be noted that neither did observer nor Mr. [indiscernible] received any compensation prior to their resignation, and that Mr. David Clark has also waived his entitlement to compensation. That concludes my report, Mr. Chairman.
Philippe Guillemot
ExecutivesThank you, here. And now Ms. May Kassis-Morin of Ernst & Young will present the conclusions of this statutory auditor's reports.
Unknown Attendee
AttendeesMr. Chairman, ladies and gentlemen, bet afternoon on the half of the Board of Statutory Auditors of Value and End 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, the consolidated financial statements of Vallourec Group, regulated agreements sustainably 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 our 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 or free from material misstatement. Our 2 firms carried out work in France and internationally across all significant entities within your group. Our approach and the 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 nonrecurring operations or transactions. As part of our work, we pay particular attention to compliance with accounting principles, reviewed the significant estimates made by management and also examine 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 audit 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 of the annual financial statements of Vallourec. In the annual accounts, the first-time application of ANC regulation 2026, which becomes mandatory from the 2025 financial year constitutes a change in accounting policy in 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 26 of the universal registration document. We inform you that we have not been notified of any unauthorized -- 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 this face-to-blll statement. It's on pages 149 to 151 of the universal registration document. It includes there are no material misstatements and the information provided as a whole with the [indiscernible] remark relating to the unavailability of certain indicators. It comes with a reasonable assurance report on the selection of indicators. And finally, we issued 2 reports on capital-related transactions. We, therefore, prepared to 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 that to delegate to it, the power to the slide 2 shares and various securities with the maintenance and or cancellation of preemptive subscription rats 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, you delegate the authority to decide an increase in the share capital of your company to issue shares and/or securities with the 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 offices of the company and companies of the Vallourec Group for a period of 18 months. In Resolution 24 23, the Board did not -- 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 station who have no comments to make regarding the conversions that have taken place. Resolution 25, the delegation of proxy to representative with -- 25 to dedicate to it the power with the option to subdelegate to among the terms and conditions for exercising the share of subscription warrants. We have carried out the necessary procedures in accordance with the professional as applicable in front, taking 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.
Operator
Operator[Operator Instructions] We are now ready to take your questions. Are there questions in the room?
Unknown Shareholder
ShareholdersIndividual shareholders. I have 3 questions for you. Congratulations, first of all, on the results. Could you confirm that the amount of compensation for 2025 were exceptional 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 EUR 351 million, and that the net result for this year is EUR 377 million. That gives a payout ratio of 94% and high level and all this bearing in mind that the net result is down EUR 100 million versus 2024. Question number 2 is about banks. Banks have acquisition option of [indiscernible] of new shares. The deadline is June 30. After this deadline, this are not valid anymore. We're getting closer to June 23. Any idea of what investors will do. And last question about the turnover. In 2023, it was EUR 5.1 million; '24 EUR 4 billion; '25 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?
Philippe Guillemot
ExecutivesWell, 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 connected during the stock warrants connection. So this will not be reproduced in the following years. Indeed, we decided with the Board of Directors not to wait to 2027 to pay out the results of the stock warrants conversion results. So this takes place in 2026. It could have been only in 2027. Regarding the comparison, the benchmark you're making. In 2024, we had a disposal of [indiscernible] 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. So what you -- what we're doing, you see is compliant with our policy regarding shareholders as announced in 2024, between 90%, 80% and 100% cash generated to be paid back to shareholders. No matter the way the cash flow is constituted. Then for the future, well, of course, it will depend on the company's capacity to increase its EBITDA ratio in the years ahead. For the first quarter of 2016, we've been able to convert 60% of our EBITDA into cash, the cash flow. Then for the warrants, these operations are done at the very last moment, i.e., June 30. So the stock bondholders that are mainly banks, the 3 banks that were involved in the restructuring operations that had received those bonds in compensation for the haircut will indeed be able to use their options, these to warrants, if you refer to the stock exchanges, it's much higher than the current prices. So they will pay EUR 9.2 per share that they will receive. And this is the money that we will cash in and therefore, we can consider paying out a dividend of EUR 1.75 per share at minimum. And so I don't believe that considering the current share price, these stock warrants shouldn't be exercised. Now regarding the future turnover, your comparing years are quite different. Remember, Germany still had a turnover in 2023, which was not the case in '24 and that explains why the turnover went down. And if you remember last year, our overall turnover was impacted by the currency exchange rates. In 2025, the euro-dollar ratio move down to -- went up to 1.05 to 1.17. And that's why in this first quarter of 2026, we decided to communicate in dollars just to avoid variations that are connected to these artificial to the current currency exchange rates.
Unknown Shareholder
Shareholders[indiscernible] individual shareholders. So on the subscription titles or stock warrants, I can you tell us how much it remains First of all, you saw very strong ambitions for 2030. And considering the past history of the company and the cyclical nature, how do you believe these ambitions can be actually reached. And regarding the stock exchange curves, you talked about the SPF 120 this would not show on the curves. You made a presentation way too fast I couldn't follow.
Philippe Guillemot
ExecutivesWell, I can confirm that we overperformed the SBF 120. Regarding the stock warrants EUR 123 million of titles, tuition titles, and we bought by 5 million shares. So that will come less because we'll be able to have an equivalent of stock warrants by share back. And therefore, these lease titled that our Board will not be converted into ordinary shares. We are part of the cyclical industry. you're right to say it, but it was even more true in the past. When we were involved in community 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. But things we are positioned on high-value products that greatly decline decreases this tactical nature. We are focusing on oil and gas and nonconventional and offshore businesses. So less cyclical activity than the rest of oil and gas, by the way. And we have talked about geothermal energy by 2030, I'm moving here to new energies that should account for 10% to 15% of our EBITDA. This will involve less cyclical operations. The other 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. So 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 to thermal 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 know-how and grow still in a profitable way.
Unknown Shareholder
Shareholders[indiscernible] an individual shareholder, the Vallourec share was at the highest level, EUR 70 to 6 years ago. Today, it's pretty much EUR 25 considering the past difficulties of the group. First of all, is your objective to go back to that high level, EUR 70 per share. And question number 2 is when -- and what time line? And last question is considering the current difficulties were faced within the Middle East and the difficulties in some manufacturing sites is this -- are these opportunities for new businesses or business options.
Philippe Guillemot
ExecutivesWell, the price of the share is interesting. But of course, what matters is market capitalization. The group has entered the CAC for 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 million, if I remember correctly, when the group was nearly bankrupt, this value went down to EUR 300 million. And today, we're back and we're close to EUR 6 billion. So that is what you need to focus on. Of course, those of you who had a share at EUR 70, also knew that they were a 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 see? Well, the answer is yes. For example, reason the $10 million of barrel that did not transfer from the [indiscernible] will come from elsewhere. In many countries that used to supply in supplies in the Middle East will go somewhere else. And the relay regions are regions where we allocated the U.S. Brazil, amongst others. And these are for us, of course, opportunities to cease to boost our business in these very regions.
Unknown Analyst
Analysts[indiscernible] Capital. I have 3 short questions for you. First of all, and about the disposal of [indiscernible]. 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 percent if you had discussed this with them? And if you were informed to do wonder about how do -- what to do with the 110 million that will remain in the operation? Question number 2 is about the group strategy for the future about the assets that are still to be sold? I know that you're tube industrial player. These assets considered as core business or could they be sold in the future? And third question 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?
Philippe Guillemot
ExecutivesWell, [ Arcelo Mittal ], 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 taking part in this operation or not? Well, it some happened that we had discussed during the board meeting about the implementation of the current share buyback plan. Considering these discussions and considering the fact that when I heard that the disposal will take place, the share price was above EUR 27. And with a discount that was a 7% to 8%, we were still above the 25% with what the limit the threshold. The price at which I could still buy shares considering the resolution that was adopted in 2025. That's the reason why I did not -- I decided not to take part -- regarding the assets of the group. Well, that means this first on the fact, as I said, starting this meeting. that in terms of performance, what is important, the return on capital employed in 2 ways in 5. This is why we sold Serimax last year. And 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. So what it was last year, quite important, EUR 170 million that we are currently implementing Phase I strategy that was profitable in 2025 already and Phase II that should be completed end of this year. So Anyway, we need to focus on the return on capital employed, and 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 naturally explained it beforehand because we are now investment grade. And during the future refinancing program 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 4 years now, our aim by 2030 is to generate between 10% and 15% of our EBITDA via nonfossil applications, geothermal source, cabin capture, hydrogen and hydrogen storage capacity. This has remained the same. I'm just repeating that objective and insisting on it even more so than as I said beforehand, we have great successes in the field of geothermal nonconventional geothermal businesses. with our advanced activities, producing base power in great quantities that are required by data centers that are multiplying in the U.S., first of all, and elsewhere.
Unknown Shareholder
ShareholdersThank you. Hello, Mr. President. Hello, ladies and gentlemen, Directors and administrators. I have 2 questions to ask about the dividend, even though you somehow answered the previous question, my first remark is regarding Vallourec Essential Page 5, there is a little mentioned about the first dividend paid out in 10 years. You have the same mention at the beginning of the report on Slides 5 and 6. But -- 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. And that was a mistake, by the way, that I would like to be corrected because of wet BR 351 million that were paid out for 234 million shares. So it is mentioned that it is a dividend of EUR 150, but it's a 1.5 ratio. And as you said, the dividend is 1.5%. I'm not here to criticize it's just a typo. But why? Why is saying that it was the first dividend paid out in 10 years because there was 1 last year, so it was a benefit of EUR 178 million. That's 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 222 million into EUR 2.222 billion, 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. So first question is about the first dividend to be paid out in 10 years, which I don't understand. And second question is about the arbitration between regular and exceptional dividend to be paid out.
Nathalie Delbreuve
ExecutivesI'll let [indiscernible] but last year's dividend was the first 10 years that I was talking about last year, not this year. This year is not the first. Secondly, sense, which chose not to wait for 2027 to return to shareholders to produce of exercising their PSAs. 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 30. 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. So 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 BSA. And this year, we would have had a common dividend, 90% of the full cash generation 2025. I think you can all agree with me that it's better to wait until August -- so we can pay back to 90% of the generation and the result of exercising BSAs -- stock warrants, sorry. Yes, we want to wait to be sure that the stock parts have been exercised. And so we 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, right, early August. And technically, it will be an advance on dividend, a down payment of the dividend. We want to maximize the ROI to shareholders.
Operator
OperatorVery well. I don't see any other question. Thank you for your questions. And now [indiscernible] Meeting Secretary will remind us of how we're going to vote, and then we will vote on the resolutions.
Unknown Executive
ExecutivesYes. Let me announce the final quorum. The attendance sheet shows 5,024 shareholder holding 177,294,155 shares out of the 55 million announced at the start corresponding to the equity. In attendance represented a quarter of 77.2%. 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 currently 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 1 if you're in favor, press 2 to vote against and then press 3 to abstain. Your vote is effectively counted with a 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. So I will just read out the titles of each resolution at the time of voting. And 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. And when the countdown is finished, I will announce the 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 resolution, 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] Voting is closed, stop voting. The resolution is adopted. Second resolution, approval of consolidated accounts for the 2025 financial year. Please vote. [Voting] Please stop voting. Voting is closed. The resolution is adopted. Third resolution, allocation of the profits for the 2025 financial year. Please vote. [Voting] Voting is closed. The resolution is adopted. Fourth resolution, renewal of Mr. Philippe Gemo's term of office as a director. Please vote. [Voting] Voting is closed. The resolution is adopted. Fifth resolution, renewal of the term of first of Ms. Angela Minas as a Director. Please vote. [Voting] Voting is closed. The resolution is adopted. Sixth resolution, renewal of the term of office of [indiscernible] as a Director. Please vote. [Voting] voting is closed. The resolution is passed. Seventh resolution, ratification of the cooptation of Mr. David Clark as the Director. Please vote close [Voting]. voting is closed. the resolution is passed. Eighth esolution, approval of the information relating to the remuneration of each of the corporate officers for the 2025 financial years regarded by 229 of the French Commercial Code found in the corporate governance report. Please vote. [Voting] Voting is closed. The resolution is passed. Ninth resolution, approval of the fixed variable and exceptional complements of the total remuneration and benefits of [indiscernible] 2025 financial year awarded in respect of the same financial year, Philippe Gimi capacity as Chairman and CEO. Please vote. [Voting] Voting is closed, resolution passed. Tenth resolution, approval of the remuneration policy for the Chairman and CEO for the 2026 financial year. Please vote. [Voting] voting is closed. The resolution is passed. Eleventh resolution approval of the remuneration policy for directors other than the Chairman for the 2026 financial year. Please vote. [Voting] voting is closed. Resolution is adopted. 12th resolution, authorization to be granted to the Board of Directors to trade in the company's shares. Please vote. [Voting] voting is closed, the resolution is passed. 13th approval of the climate strategy. Please vote. [Voting] voting is closed, the resolution is passed. Now to the Extraordinary General Meeting. 14th [indiscernible] delegation 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 whilst maintaining the preemptive subscription right. Please vote. [Voting]. Voting is closed. The resolution is adopted. 15th resolution. delegation of authority to be given to the Board of Directors to [indiscernible] increase in the share capital of the company or another company through the issue of shares and/or securities conferring immediate or future rights of the share capital with the removal of we subscription rights by way of a public offering other than the public offerings [indiscernible] Monetary and Financial Code. Please vote. [Voting] Voting is closed. The resolution is passed. Sixteenth 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 or securities giving immediate or future access to the share capital with the cancellation of preemptive subscription rights by way of a public offering as referred to in paragraph monoarticle L411-2 the monetary financial code. [Voting] Please, 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 rates. Please vote. [Voting] 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 of [indiscernible] consisting of equity securities, securities giving access to the share capital except in the [indiscernible] public exchange offer initiated by the company. Please vote. [Voting] voting is closed. The resolution is adopted. 19th resolution, delegation of authority recent the Board of Directors to issue shares under securities conferring immediate or future rights to the share capital with our preferential suction rights in the event of a public exchange offer initiated by the company. Please vote. [Voting] voting is closed. The resolution is adopted. 20th resolution, delegation authority to be graded the Board of Directors to issue shares in the company without preferential subscription rates as a result of the issue by subsidiaries of the company of securities giving access to shares in the company. Please vote. [Voting] voting is closed. The resolution has 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] 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] 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] Voting is closed. The resolution is passed. 24th resolution, delegation of authority to the Board of Directors to issue shares and/or securities with the mediator deferred rights to shares without preemptive subscription rights to our employees and corporate officers of the company and Vallourec companies related to the company within the meaning of Article L225-38 of the French Commercial Code other than members of an employee share ownership plan. Please vote. [Voting] voting is closed. Resolution is adopted. 25th resolution, authorization and approval of the amendment of the terms and condition of BSAs to allow the delivery of new or existing shares upon exercise at the option of the company. Please vote. [Voting] The voting is closed. Approved. 26th resolution. Amendment of Article 10 organization and operation of the Board of Directors the Articles of Association considering the amendment of the age limit of the Chairman of the Board of Directors. Please vote. [Voting] voting is closed. adopted. 27th resolution, harmonization of the articles of association with applicable legal and regulatory provisions. Please vote. [Voting] voting is closed. resolution is passed. 28th resolution. [indiscernible], [Voting] Voting is closed. Resolution is passed.
Philippe Guillemot
ExecutivesThank you. Ladies and gentlemen, dear shareholders. Well, thank you, Norah. Ladies and gentlemen, dear shareholders, in 2025, we reached new [indiscernible]. First, significant dividend paid out to our shareholders in 10 years, and 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 architectory remains ambitious. I would like to thank you sincerely for the trust you've placed in me and [indiscernible] and a responsibility that I fully appreciate. Leading Vallourec means [indiscernible] company with an 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 value. Thank you for your attention and for your trust.
Operator
OperatorThis closes this Annual General Meeting.
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