Participating in the General Meeting

The Vallourec Shareholders' Meeting will be held on Wednesay 6 April 2016, at 10:00 a.m. at the Maison de la Mutualité, 24 rue Saint-Victor Paris, France.

All shareholders, regardless of the number of shares they hold, are entitled to participate in this Shareholders' Meeting.

To gain admission to the Meeting, you will be asked to present the following documents:

  • an admission card, the terms and conditions of which are indicated below, or in its absence a statement of shareholding;
  • an identity document.

If you cannot attend the Meeting in person, under the current statutes you may select from one of the following three options:

  • ​vote by Internet via the VOTACCESS platform;
  • ​vote by post;
  • appoint the Chairman of the Shareholders' Meeting to cast a proxy vote on your behalf, in which case a vote will be cast in favor of the adoption of the draft resolutions presented or approved by the Management Board and a no vote to adopting all the other draft resolutions;
  • grant a proxy to any individual or legal entity of your choosing.

The only persons allowed to participate the Shareholders' Meeting, to vote by Internet or by post, or to be represented there, are shareholders who have provided evidence of their status by having their shares registered in the accounts in their name or the name of an intermediary registered on their behalf, by the second business day preceding the Meeting, in this case by Wednesay, 6 April 2016,  at 00:00 a.m., Paris time, either:

  • ​​in the registered securities accounts held for the Company by its agent BNP Paribas Securities Services; or
  • in the bearer security accounts held by the authorized intermediary.

The registration of the shares in bearer securities accounts held by an authorized intermediary must be demonstrated via a statement of shareholding provided by said intermediary, attached to the form for voting by post or by proxy or to the admission card request form drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

A certificate will also be sent to any shareholder wishing to attend the Meeting in person who has not received an admission card by 00:00 a.m., Paris time, on the second business day preceding the Shareholders' Meeting.

In order to facilitate administrative formalities, the Company offers shareholders the choice of connecting to the secure VOTACCESS website to request an admission card, to grant proxy to the Chairman, to grant proxy to a shareholder or other named person, or to vote via Internet.


For your information
Documents related to the Meeting, as provided in Article R.225-83 of the French Commercial Code, are made available to the shareholders:
  • on the website: www.vallourec.com;
  • ​at Vallourec’s registered office;

Shareholders may also obtain these documents upon request from 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
93761 Pantin Cedex

By phone: +33 (0) 1 40 14 80 17
By fax: +33 (0) 1 55 77 34 17

​To vote at the 6 April 2016 Shareholders' Meeting

You must:

  • ​hold Vallourec bearer or registered shares on Monday, 4 April 2016 at 00:00 a.m., Paris time; and
  • vote by one of the options indicated below.

Please note that:

  • ​Once you have voted by Internet, by post, sent in a proxy, or requested an admission card or statement of shareholding, you may no longer choose any other method of participating in the Meeting. In effect, once your vote has been recorded by BNP Paribas Securities Services, it may no longer be changed;
  • Your shares remain transferrable: you may dispose of all or some of your shares, even if you have already voted or applied for an admission card or a certificate of shareholding. However, if the transfer of ownership occurs before the second business day preceding the Meeting at 00:00 a.m., Paris time, the Company shall invalidate or amend (as the case may be) your online vote, your vote by post, your proxy vote, your admission card or your statement of shareholding. To this end, the authorized intermediary shall notify the Company or its representative of the transfer of ownership and send it the necessary information.

No transfer of ownership carried out after the second business day preceding the Meeting at 00:00, Paris time, regardless of the means used, shall be notified by the authorized intermediary or recognized by the Company, notwithstanding any agreement to the contrary.

Vallourec will take into account your exact status as at 4 April 2016​ at 00:00 a.m. Paris time (the institution holding your account is required to inform Vallourec of this).

If you hold Vallourec shares through several holding methods (registered, bearer, or as an employee), you must vote several times if you wish to use all the voting rights attached to your Vallourec shares. 


 

OPTION 1: Cast a vote, appoint a representative or request an admission card via Internet

1. Request an admission card via Internet

Shareholders who wish to attend the Meeting in person may request an admission card online by following the steps below:

​​​​If you are a registered shareholder (direct or administered)

You must login to the VOTACCESS platform via the Planetshares website: https://planetshares.bnpparibas.com

follow the on-screen instructions to enter the VOTACCESS platform and request an admission card.

If you hold direct registered shares, you must login to the Planetshares with your usual access codes.

If you hold administered registered shares, you will receive a meeting notice that includes your username, allowing you to login to the Planetshares website.

If you are an employee shareholder

Your request must be made online on the VOTACCESS secure platform accessible via the Planetshares - My Proxy website at the following address: https://gisproxy.bnpparibas.com/vallourec.pg. You will then be required to authenticate your identity by using the following parameters:

  •  the user name found at the top right corner of the paper voting form attached to your Notice of Meeting;
  •  an ID criterion corresponding to your employee account number as stated on your annual CACEIS or AMUNDI* portfolio statement.

* On the AMUNDI statement, the ID criterion is labeled as « Your account number ». On the CACEIS statement, this criterion is labeled as “Your reference”.

If you own bearer shares

You must check if your custodian institution is connected to the VOTACCESS platform, and, if so, whether such access is subject to special conditions.

Only bearer shareholders whose custodian institution has joined VOTACCESS may request an admission card online. If this is not the case, bearer shareholders must vote by post.

Shareholders whose custodian institution has joined the VOTACCESS platform must login to that institution's website with their usual access codes. They should then click on the icon displayed on the line corresponding to their Vallourec shares and follow the on-screen instructions to connect to VOTACCESS and request an admission card.

2. Cast a vote or appoint a representative via Internet

Shareholders may cast a vote, appoint or revoke a representative online before the Shareholders' Meeting via the VOTACCESS platform, by following the steps below:

If you are a registered shareholder (direct or administered)

You must login to the VOTACCESS platform via the Planetshares website: https://planetshares.bnpparibas.com 

follow the on-screen instructions to enter the VOTACCESS platform and cast a vote, appoint or revoke a representative.

If you hold direct registered shares, you must login to the Planetshares with your usual access codes.

If you hold administered registered shares, you will receive a meeting notice that includes your username, allowing you to login to the Planetshares website.

If you are an employee shareholder

Your request must be made online on the VOTACCESS secure platform accessible via the Planetshares - My Proxy website at the following address: https://gisproxy.bnpparibas.com/vallourec.pg. You will then be required to authenticate your identity by using the following parameters:

  •  the user name found at the top right corner of the paper voting form attached to your Notice of Meeting;
  •  an ID criterion corresponding to your employee account number as stated on your annual CACEIS or AMUNDI* portfolio statement.

* On the AMUNDI statement, the ID criterion is labeled as « Your account number ». On the CACEIS statement, this criterion is labeled as "Your reference".

If you own bearer shares

You must check to see if your custodian institution is connected to the VOTACCESS platform, and, if so, whether such access is subject to special conditions.

Only bearer shareholders whose custodian institution has joined VOTACCESS may cast a vote, appoint or revoke a representative via Internet. If this is not the case, bearer shareholders must vote by post.

Shareholders whose custodian institution has joined the VOTACCESS platform must login to that institution's website with their usual access codes. They should then click on the icon displayed on the line corresponding to their Vallourec shares and follow the on-screen instructions to connect to VOTACCESS and cast a vote, appoint or revoke a representative.

​If your custodian institution is not connected to the VOTACCESS platform, the notification of appointment or revocation of a proxy may be communicated electronically in line with the provisions of Article R.225-79 of the French Commercial Code. Shareholders must send an email to the following address: paris.bp2s.france.cts.mandats@b​npparibas.com​ 

This email must contain the following information: the name of the company (Vallourec), date of the Meeting (6 April 2016), your full name, address, and bank references, and the full name and, if possible, the address of your representative. You must then ask the financial intermediary that manages your securities account to send written confirmation to BNP Paribas Securities Services - CTS Assemblées Générales – Les Grands Moulins de Pantin – 9, rue du Débarcadère – 93761 Pantin Cedex.

For the appointments and revocations of representatives communicated electronically to be properly taken into account, this confirmation must be received no later than the day before the Meeting, i.e., by 5 April 2016, at 3:00 p.m. (Paris time). Requests or notifications sent to this address that concern a subject other than notifications of appointments or revocations will not be considered and/or processed.

You may access this platform on the Planetshares and Planetshares-My Proxy websites, or via your financial intermediary's website.

The VOTACCESS site reserved for voting prior to the Vallourec Shareholders' Meeting of Thursday, 6 April 2016 will open on Tuesday, 21 March 2016 and will close the day before the Meeting, or Wednesday, 5 April 2016 at 3:00 p.m. (Paris time). To avoid heavy traffic on the VOTACCESS website, we recommend that you do not wait until the last day before the Meeting to exercise your voting right.



OPTION 2 : Cast a vote, appoint a representative or request an admission card by post

1. Request an admission card by post

Shareholders who wish to attend the meeting in person may request an admission card by post by following the steps below:

Step 1: Ch​eck box A of the voting form, and return it as soon as possible in order to receive your admission card in time. If you have not received your admission card by the second day preceding the Meeting (i.e. 4 April 2016), you may attend the Meeting with your certificate of shareholding requested from the entity holding your account beforehand.

Step 2: Check that your contact details are correct and make necessary changes.

Step 3: Date and sign the voting form.

The owner of the shares must sign and date the form. If the shares are jointly owned, the first joint member who receives the form must sign on behalf of all members.

2. Cast a vote or appoint a representative by post

Step 1: Check box B of the voting form and:

Option 1 – You wish to vote by post:

Check the box, “I vote by post” on your voting form and follow the voting instructions.

Option 2 – You wish 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” on your voting form.

Option 3 – You wish to appoint another person as your proxy:

Check the box, “I hereby appoint…”, and fill out the details of your representative at the Meeting.

If you send a proxy without an indication of a representative, a vote will be cast in favor of the adoption of the draft resolutions presented or approved by the Management Board and a no vote to adopting all the other draft resolutions;

Step 2: Check that your contact details are correct and make necessary changes.

Step 3: Date and sign the voting form.

The owner of the shares must sign and date the form. If the shares are jointly owned, the first joint member who receives the form must sign on behalf of all members.​


How do you obtain your single voting form (Option 2)?

If you are a registered shareholder (direct or administered): a single voting form will automatically be mailed to you, with no action required on your part.

If you own bearer shares: you must request a single voting form from your financial intermediary (bank or other institution that manages the securities account where your shares are recorded) at least six (6) days before the Shareholders’ Meeting, i.e., by no later than Thursday, 31 March 2016.

Detailed instructions for filling out the single voting form are available on the Vallourec website: www.vallourec.com


How do you return your single voting form (Option 2)?

If you are a registered shareholder (direct or administered): send the voting form directly to BNP Paribas Securities Services by mail or fax.

If you own bearer shares: send the voting form to the establishment that manages your securities account, which will send it to BNP Paribas Securities Services along with your statement of shareholding.

In all cases, BNP Paribas Securities Services must receive the form together with the certificate of shareholding for the bearer shares no later than Monday, 4 April 2016​. Voting forms received after this date will not be taken into account in the Meeting’s vote.

However, if you are the holder of bearer shares and your duly completed voting form has not arrived by Monday, 4 April 2016, you may ask the establishment that manages your securities account for a statement of shareholding and attend the Shareholders’ Meeting to vote in person.

   

 

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INVESTOR RELATIONS

E.BertrandEtienne Bertrand

Head of Investor Relations & Financial
Communication​​​​​​​

Phone ​+33 (0)1 49 09 39 76


investor.relations@vallourec.com ​​​

actionnaires@​​vallourec.com​​​​​​