Vallourec : Publication made pursuant to the AFEP-MEDEF Corporate Governance Code

Publication made pursuant to the AFEP-MEDEF Corporate Governance Code

In accordance with the recommendations of the AFEP MEDEF corporate governance code, Vallourec is publishing information on the remuneration policy of Mr. Philippe Guillemot, Chairman and Chief Executive Officer of the Company for the 2023 financial year.

Meudon, July 28th

On 27 July 2023, the Board of Directors, acting on a proposal from the Remuneration Committee in order to involve the Group's employees and managers in value creation and to develop employee share ownership as a recognition of the progress achieved thus far, decided:

• to set up, in accordance with the 13th and 14th resolutions of the Annual General Meeting of 25 May 2023, an employee share ownership plan for Group employees in France, the United States and Brazil, to be rolled out during the fourth quarter of 2023;
• to set up a long-term incentive plan (MEP) for the benefit of certain Group executives, excluding Mr. Philippe Guillemot at his request, in accordance with the authorization granted by the 10th resolution of the Annual General Meeting of Shareholders of 7 September 2021:
• • This MEP plan provides for the allocation of free ordinary shares subject to the same cumulative performance and presence conditions as the Tranche 1 shares allocated under the MEP plan of October 13, 2021.
  • Under this plan, the shares allocated will vest in successive tranches over three years, i.e. 20% on the first anniversary of the allocation date, 30% on the second anniversary, and 50% on the third anniversary, provided the share price is at least equal to €8.09 on each relevant vesting date.
  • These ordinary shares are also subject to a one-year retention period, except for ordinary shares definitively vested as from the second anniversary of their allocation, for which the vesting period will consequently have been at least two years.
• to allocate to Mr. Philippe Guillemot 1,250,000 Tranche 2 free preference shares (the "Tranche 2 Shares") convertible into ordinary shares, entirely subject to performance conditions based on the performance of Vallourec's share price, to ensure alignment with Vallourec shareholders:
• • The vesting period for these Tranche 2 Shares is one year from the allocation date. In addition, they are subject to a one-year retention period.
  • Once definitively vested, these Tranche 2 Shares may become convertible into ordinary shares of the
    Company, in accordance with the terms of the Company's Articles of Association, subject to the achievement of performance conditions identical to those applicable to the existing Tranche 2 Shares. As a reminder, Tranche 2 Shares will be convertible into ordinary shares as from the date on which the average of the daily volume weighted average price of the Company's ordinary shares on Euronext Paris has been at least equal to €16.19 over a period of 90 consecutive trading days.
  • This allocation constitutes a modification of Mr. Philippe Guillemot's remuneration policy as approved by the annual general meeting of the shareholders on May 25, 2023. It will be subject to the positive vote by the shareholders at the next annual general meeting.