Participating in the General Meeting

The Vallourec Shareholders’ Meeting will be held on Friday, 25 May 2018 at 10:00 a.m., at Maison de la Mutualité, 24 rue Saint-Victor, Paris, France.

All shareholders, regardless of the number of shares they hold, have the right to participate in this Meeting.

In order to attend, you will be asked to provide the following documents:

  • an admission card (conditions for obtaining one are indicated below), or in its absence a certificate of shareholding;
  • a piece of identification.

If you do not attend personally, you may choose between one of the following forms, in conformity with the current legal provisions:

  • ​vote by Internet via the VOTACCESS platform;
  • ​vote by mail;
  • granting a proxy to the Chairman of the Meeting, in which case a vote in favor of accepting the draft resolutions presented or approved by the Management Board will be cast, along with a vote against approving any other draft resolutions;
  • granting a proxy to any individual or legal entity of your choosing.

Only shareholders who have proven their status by registering their shares in their own name or in the name of the intermediary registered for their account, by the second business day preceding the Meeting, i.e. Wednesday, 23 May 2018, 00:00 a.m., Paris time, will be allowed to participate in the Meeting, to vote by Internet, by mail, or to have themselves represented therein:

  • either in the accounts of registered shares held for the Company by its agent BNP Paribas Securities Services;
  • or in the accounts of bearer shares held by the authorized intermediary.

Registration of shares in the accounts of bearer shares held by the authorized intermediary must be recorded by a certificate of shareholding issued by the latter, attached to the voting by mail form or proxy, or to the request for admission card established in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

A certificate is likewise issued to a shareholder who wishes to physically participate in the Shareholders' Meeting and who has not received his/her admission card by the second business day preceding the Shareholders' Meeting at 00:00 a.m., Paris time.

In order to facilitate the administrative procedures, the Company offers you, regardless of your choice, the possibility of connecting to the secure VOTACCESS site to request your admission card, to grant a proxy to the Chairman or to a shareholder or other specific person, or to vote online.


For your information

The documents relating to the Meeting provided for in Article R.225-83 of the French Commercial Code shall be available to shareholders:

Shareholders may likewise obtain these documents upon simple request sent to 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 36 69

To vote in the Meeting of 25 May 2018

You must:

  • hold at least one Vallourec bearer or registered share, as of Wednesday, 23 May 2018, 00:00 a.m., Paris time; and
  • vote following one of the choices indicated below.

Please note that:

  • if you have already voted by Internet, by mail, have sent a proxy or requested your admission card or a certificate of shareholding, you no longer have the option of choosing another method of participating in the Meeting. Once your vote has been registered by BNP Paribas Securities Services, it can no longer be changed.
  • your shares are not blocked: you can dispose of all or part of your shares, even if you have already voted or requested an admission card or a certificate of shareholding. However, if the transfer of ownership occurs after the second business day preceding the Meeting at midnight, Paris time, the Company invalidates or consequently amends, as appropriate, the vote cast by Internet, mail, proxy, the admission card or the certificate of shareholding. To that end, the authorized intermediary provides notice of a transfer of ownership to the Company or its agent, and sends it the necessary information.

 

No transfer of ownership that is completed after the second business day preceding the Meeting at midnight, Paris time, regardless of the method used, is notified by the authorized intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary.

Vallourec will consider your exact position on 23 May 2018 at 00:00 a.m. (the institution holding your account is required to inform Vallourec thereof).

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


 

CHOICE 1: Voting, granting a proxy or requesting an admission card by Internet

1. Requesting an admission card by Internet

A shareholder wishing to participate in person at the Shareholders' Meeting may request an admission card by Internet using the following methods:

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

You must connect to the secure VOTACCESS platform, which may be accessed via the Planetshares website, at the following address: https://planetshares.bnpparibas.com; follow the instructions on the screen to access the VOTACCESS platform and request an admission card.

If you are a direct registered shareholder, you should connect to the Planetshares site using your usual access codes.

If you are an administered registered shareholder, you will receive a call to meeting letter which indicates your username, so that you can connect to the Planetshares site.

If you are an employee shareholder

Your request for an admission card should be made online on the secure VOTACCESS platform, which may be accessed via the Planetshares – My Proxy website at the following address: https://gisproxy.bnpparibas.com/vallourec.pg.
You should then authenticate yourself using the following parameters:

  • the username indicated at the top right of your paper voting form, which is attached to your notice of meeting;
  • followed by an identification criterion which corresponds to your employee account number, mentioned on your annual AMUNDI or CACEIS portfolio statement *

* On the AMUNDI statement, the identification criterion is indicated as follows: “Your account number”. On the CACEIS statement, the identification criterion is indicated as follows: «Your reference».

 If you are a bearer shareholder

You should find out if your account-holding institution is connected to the VOTACCESS platform and, if applicable, if this access is subject to specific usage conditions.

Only a bearer shareholder whose account-holding institution is a member of VOTACCESS may request their admission card online. Otherwise, the shareholder must follow the mailing procedures.

Shareholders whose account-holding institution is a member of the VOTACCESS platform must identify themselves on the Internet portal of their account-holding institution using their usual access codes. They must then click on the icon which appears on the line corresponding to their Vallourec shares and follow the instructions on the screen to access VOTACCESS and request an admission card.

2. Remote voting or proxy voting by Internet

It is possible for a shareholder to send their voting instructions, to appoint or revoke an agent by Internet before the Shareholders’ Meeting, using the VOTACCESS platform, under the conditions described below:

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

You should connect to the secure VOTACCESS platform which is accessible via the Planetshares website at the following address: https:// planetshares.bnpparibas.com, and follow the instructions provided on screen to access the VOTACCESS platform allowing you to vote, or appoint or revoke an agent.

If you are a direct registered shareholder, you should connect to the Planetshares site using your usual access codes.


If you are an administered registered shareholder, you will receive a call to meeting letter which indicates your username, so that you can connect to the Planetshares site.

If you are an employee shareholder

You must connect to the secure VOTACCESS platform, which may be accessed via the Planetshares website, under – My Proxy at the following address: https://gisproxy.bnpparibas.com/vallourec.pg. 
You should then authenticate yourself, using the following parameters:

  • the username indicated at the top right of your paper voting form, which is attached to your notice of meeting;
  • followed by an identification criterion which corresponds to your employee account number, mentioned on your annual AMUNDI oCACEIS portfolio statement *

*On the AMUNDI statement, the identification criterion is indicated as follows: “Your account number”. On the CACEIS statement, the identification criterion is indicated as follows: «Your reference».

If you are a bearer shareholder

You should find out if your account-holding institution is connected to the VOTACCESS platform and, if applicable, if this access is subject to specific usage conditions.

Only a bearer shareholder whose account-holding institution is a member of VOTACCESS may vote or appoint or revoke an agent by Internet. Otherwise, the bearer shareholder must follow the mailing procedures.

Shareholders whose account-holding institution is a member of the VOTACCESS platform must identify themselves on the Internet portal of their account-holding institution using their usual access codes. They must then click on the icon which appears on the line corresponding to their Vallourec shares and follow the instructions on the screen to access VOTACCESS, which will enable them to vote, or appoint or revoke an agent.

If the institution holding the shareholder's account is not connected to the VOTACCESS site, notice of the appointment or revocation of an agent may nevertheless be given electronically, in conformity with the provisions of Article R.225-79 of the French Commercial Code. The shareholder should send an email to the following address: paris. bp2s.france.cts.mandats@bnpparibas.com.

This email must contain the following information: name of the company concerned (Vallourec), date of the Meeting (Friday, 25 May 2018), last name, first name, address, bank information for the shareholder, along with last name, first name and, if possible the address of the agent. The shareholder must request that the financial intermediary managing their securities account send written confirmation to BNP Paribas Securities Services – CTS Assemblées Générales – Les Grands Moulins de Pantin – 9, rue du Débarcadère – 93761 Pantin Cedex – France.

In order for appointments or revocations of mandates given electronically to be able to be validly considered, confirmations must be received the day before the Meeting, at the latest, i.e. 24 May 2018, 03:00 p.m. (Paris time). Any request or notification to the aforementioned e-mail address for a purpose other than notifications of an appointment or revocation of mandates, will not be able to be considered and/or processed.

Access to the VOTACCESS platform is available via the Planetshares, Planetshares – MyProxy websites, or via your financial intermediary's website.

The VOTACCESS platform, dedicated to voting prior to Vallourec's Shareholders' Meeting on 25 May 2018, will open starting on Thursday, 03 May 2018. It will be closed the day before the meeting, i.e. Thursday, 24 May 2018 at 03:00 p.m. (Paris time). To avoid any potential overcrowding of VOTACCESS, we recommend that you do not wait until the day before the Meeting to cast your vote.


OPTION 2: Voting, granting a proxy or requesting an admission card by mail

1. Requesting your admission card by mail

A shareholder wishing to participate in person at the Shareholders' Meeting may request an admission card by mail using the following methods:

Step 1: check box A on the individual form, and send it back as soon as possible to be sure you receive your admission card in time. If you have not received your admission card by the second business day before the Shareholders’ Meeting (i.e. 23 May 2018), it is sufficient for you to attend the Shareholders’ Meeting with a certificate of shareholding that you will have previously requested from the institution holding your account.

Step 2: check your information and modify it if necessary.

Step 3: date and sign the form.

The owner of the shares must date and sign it. In case of joint possession, the first member that receives the form should sign on behalf of all members.

2. Remote voting or proxy voting by mail

It is possible for a shareholder to send their voting instructions, and to appoint or revoke an agent by mail before the Shareholders’ Meeting, under the conditions described below:

Step 1: check box B of the individual form and then: 

Option 1 – You wish to vote by mail:

Check the box “I am voting by mail” on your individual vote by mail and by proxy form, and follow the voting instructions.

Option 2 – You wish to grant a proxy to the Chairman of the Shareholders’ Meeting:

Check the box "I grant a proxy to the Chairman of the Shareholders' Meeting" on your individual vote by mail or by proxy form.

Option 3 – You wish to give a proxy to another party:

Check the box “I am granting a proxy to” and provide the information on your representative at the Shareholders’ Meeting.

If you grant a proxy without indicating the agent, a vote will be cast in favor of accepting the draft resolutions presented or approved by the Management Board, along with a vote against the approval of any other draft resolutions.

Step 2: check your information and modify it if necessary.

Step 3: date and sign the form.

The owner of the shares must date and sign it. In case of joint possession, the first member that receives the form should sign on behalf of all members.


How do you obtain your individual form (choice 2)?

You are a registered shareholder (direct or administered): an individual vote by mail or by proxy form is sent to you, by mail, without your making any request.

You are a bearer shareholder: you must ask your financial intermediary (bank or any other institution managing your securities account to which your shares are registered) with an individual vote by mail or by proxy form at least six days before the Shareholders' Meeting, i.e. by Saturday, 19 May 2018 at the latest.

The precise procedure for using the individual form can be downloaded from the Vallourec website: www.vallourec.com.


How do you return your individual form (choice 2)?

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

You are a bearer shareholder: send the form to the institution in charge of managing your securities account, which will send it to BNP Paribas Securities Services along with a certificate of shareholding.

In all cases, BNP Paribas Securities Services must receive the form along with the certificate of shareholding for the bearer shares by Tuesday, 22 May 2018 at the latest. No form that is received after that date will be considered in the Meeting's vote.

However, if you are a bearer shareholder and we have not received your duly completed form by Tuesday, 22 May 2018, you may request a certificate of shareholding from the institution in charge of managing your securities account and attend the Shareholders' Meeting in person.

 

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