Vallourec : 2023 Universal Registration Document

2023 UNIVERSAL REGISTRATION DOCUMENT

INCLUDING THE ANNUAL FINANCIAL REPORT

TABLE OF CONTENTS

PROFILE								2
		PRESENTATION OF
1 THE VALLOUREC GROUP	13
		1.1	Looking ahead to a New Vallourec	14
		1.2	Strategy and objectives	21
		1.3	Group businesses	33
		1.4	Significant events in 2023	39
		CORPORATE SOCIAL
2 RESPONSIBILITY					45
NFS
		2.1	Introduction	46
		Vigilance Plan	57
		2.2	Our environmental commitments	62
		2.3	Our social and societal commitments	102
		2.4	Our commitments to business ethics
			and compliance	122
			Appendices	125
		RISK AND RISK
3 MANAGEMENT				157
AFR
		3.1	Risk factors	158
		3.2	Risk management and internal control system	166
		3.3	Policy with regard to insurance	174
		CORPORATE
4 GOVERNANCE			177
AFR

4.1 Adoption of the AFEP-MEDEF Corporate

	Governance Code	178
4.2	Administrative and management bodies	178
4.3	Corporate officers' remuneration and benefits	205
4.4	Additional information	230

4.5 Statutory Auditors' special report

on regulated agreements

233

		GENERAL INFORMATION ON
5 THE COMPANY AND ITS CAPITAL		235
AFR
		5.1	Main legal provisions and bylaws	236
		5.2	General information on share capital	238
		5.3	Share ownership	245
		5.4	Stock market information	250
		5.5	Dividend policy	252
		5.6	Financial communication policy	253
		5.7	Scope of consolidation	255

6 2023 BUSINESS REVIEW			257
AFR
		6.1	Results of operations	258
		6.2	Outlook	268
		6.3	Parent company earnings	269
		ASSETS, FINANCIAL POSITION
7 AND RESULTS					271
AFR
		7.1	Consolidated financial statements	272
		7.2	Statutory Auditors' Report on the Consolidated
			Financial Statements	333
		7.3	Vallourec SA parent company
			financial statements	337
		7.4	Statutory Auditors' Report
			on the Financial Statements	356
		ADDITIONAL
8 INFORMATION			361
AFR
8.1	Persons responsible	362
8.2	Persons responsible for the audit
			of the financial statements	363

8.3 Report on payments made to governments (Article L.225-102-3 of the French

	Commercial Code)	363
8.4	Cross-reference tables and information
	incorporated by reference	365
8.5	Other periodic information required under
	the General Regulations of the AMF	374

Information from the Consolidated statement of non-financial performance and/or the Annual financial report (AFR) is clearly identified in the table of contents using the pictograms:

NFS AFR

2023 UNIVERSAL

REGISTRATION

DOCUMENT

INCLUDING THE ANNUAL

FINANCIAL REPORT

The Universal Registration Document was filed on 14 March 2024 with the French securities regulator (Autorité des Marchés Financiers) as the competent regulator under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 therein.

The Universal Registration Document may be used for the purposes of a public offer of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and any amendments made to the Universal Registration Document. The resulting package is approved by the French securities regulator in accordance with Regulation (EU) 2017/1129.

This is a copy of the official version of the 2023 Universal Registration Document, including the annual financial report 2023, which has been prepared under the ESEF format (European Single Electronic Format) and filed with the AMF, available on the Company's website and on the AMF's website.

This is a translation into English of the (universal) registration document of the Company issued in French and it is available on the website of the Issuer.

Copies of this Universal Registration Document are available free of charge from Vallourec, at 12, rue de la Verrerie, 92190, Boulogne-Billancourt, Cedex - France, Vallourec's website (http://www.vallourec.com) and on the website of the French securities regulator (Autorité des Marchés Financiers) (http://www.amf-france.org).

This Universal Registration Document includes all the elements of the annual financial report mentioned in Section I of Article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and Article 222-3 of the General Regulations of the French securities regulator (Autorité des Marchés Financiers). A concordance table showing the documents referred to in Article 222-3 of the General Regulations of the French securities regulator and the corresponding sections of this Universal Registration Document is included on page 365.

PHILIPPE

GUILLEMOT

Chairman and

Chief Executive

Officer

The plan announced in May 2022 is fully executed. It has given birth to a New Vallourec, whose journey continues to move forward. Our value creation model is based on a new core principle: to be a trusted partner and create value for all our stakeholders by providing cutting-edge steel solutions that make energy transformation a reality."

• Vallourec - 2023 Universal Registration Document

THE BIRTH OF

A NEW VALLOUREC

2023 will stand out in Vallourec's history as the year we transformed the company. Thanks to our game-changing New Vallourec plan, we are once again a force to be reckoned with.

Announced in 2022, the New Vallourec plan has been fully executed and is already

a resounding success. We have overhauled both our business and our industrial footprint. The result is a high-performance organization with the right production sites

in the right places, each with a clear mission. They enable us to efficiently serve three geographical regions:

North America, South America, and the Eastern Hemisphere.

Our focus is now firmly on value over volume. That means leveraging our know-how in steel formulation and the design of gas-tight connections and our industrial excellence to innovate and provide our customers with premium tubular solutions.

A sound financial footing for future

growth

The deployment of the New Vallourec plan is already translating into robust performance. 2023 was a highly successful year for Vallourec.

We beat our own forecasts to achieve our strongest profitability and cash generation in nearly 15 years. Our EBITDA rose

to €1,196m while our adjusted free cash flow reached €860m. And having halved our net debt to €570m, we are progressing well on our path to reach our objective of zero net debt by the end of 2025 at the latest.

This improved financial position

is already starting to be recognized. Our credit rating has been upgraded

three times in 18 months.

And we are committed to creating the necessary conditions to return a significant, peer-leading amount of cash to shareholders, potentially starting in 2025.

We achieved all this thanks primarily to the tireless efforts of Vallourec employees. In 2023, nearly half our workforce subscribed to Vallourec Invest, our employee share plan. This is a real mark of confidence

in our company and a personal source of pride for me.

Strong demand and solid execution

Vallourec's high-performance, seamless tubular solutions for the oil and gas industry were in high demand in 2023 from our traditional customers, supported by our optimized production chain

and operational excellence.

These favorable market conditions provide a positive backdrop

for premiumization. We expect them to continue in 2024 as the premium tubes business remains in a multi-year upturn.

Our ambition is to continue to deliver consistent excellence to our oil and gas customers. At the same time, we are investing in the development of our New Energies business

to become a key player in the low-carbon economy.

New market opportunities to be seized

In 2023, we saw a substantial uplift in our New Energies business, with an 80% increase in volumes and contracts with more than 10 new customers. Geothermal and carbon capture, utilization and storage (CCUS) projects are particularly rich seams we intend to mine. There is

meaningful demand from high-value CCUS projects in North America, and geothermal is gathering momentum across all our regions.

2023 also saw the inauguration

of our proprietary vertical hydrogen gas storage solution, Delphy.

This breakthrough technology, built at our R&D center in Aulnoye- Aymeries, France, reflects our role as a major contributor to

the world's energy transition. Not only does it prove the sheer technological prowess of our R&D, it also establishes us as an important player in hydrogen, a sector with huge growth potential. We have already received significant customer interest throughout the entire hydrogen value chain.

As the energy transition gains momentum, so too does Vallourec's transformation. As an important part of our strategy, we aim to become exemplary in environment, social and governance topics. In 2023, we achieved a major milestone by meeting our 2025 CO2 reduction targets two years ahead of schedule. Our new ambition is even stronger: to reduce our CO2 footprint by 35% by 2035 compared to 2021.

A new industrial journey

In 2024, Vallourec is firing

on all cylinders. Our 2023 results demonstrated that our strength today lies in our dual positioning: both in robust, established sectors, but also in high-potential emerging markets.

We have exceeded our own expectations in terms of performance, innovation

and sustainability. We are also right on track to achieve our strategic goal to be best-in-class for profitability with a business that

is resilient in all market conditions.

Vallourec - 2023 Universal Registration Document

3

VALLOUREC

A trustworthy partner for cutting edge steel solutions

that make energy transformation a reality

A world leader serving 4 markets

HYDROCARBON EXPLORATION & PRODUCTION (INCLUDING PETROCHEMICALS)

Tubes, connections

and services for development of oil and gas fields, from the simplest to the most complex.

IRON ORE

PRODUCTION

Operation of an iron mine in Brazil for external and internal use.

INDUSTRY

Lightweight and resistant tubes for automotive, agribusiness, construction, mechanicals, etc.

NEW

ENERGIES

Tubes, connections and systems for the hydrogen, geothermal and carbon capture markets.

THE GROUP

€5.1bn

in revenue

15,000

employees

35

production sites

Present in more than

20 countries

RESEARCH &

DEVELOPMENT

€34m

spent on R&D

280

technicians and engineers

3

150VAM licensees worldwide

main research and test centers

• Vallourec - 2023 Universal Registration Document

Deeply involved in and committed

to social and environmental responsibility

SOCIAL & SOCIETAL

26%

female executives

HEALTH & SAFETY

TRIR

2.35

i.e., a 20.4% reduction in accidents with and without lost time between 2022 and 2023

70%

of employees satisfied*

€2.3m

allocated to actions benefiting local communities

90.2%

of hazardous substances (CMRs**) eradicated

ENERGY

38%

of energy consumed from renewable sources

RESOURCES EMPLOYED

78%

of resources used come from renewable sources

ENVIRONMENT

90%

of electricity consumed is low carbon

97.6%

of waste recovered

37%

of production from ISO 50001 certified sites

56%

of steel used

from recycled scrap

PURCHASING

11%

of our water requirements for tube production supplied by rainwater

• Great Place To Work certification for the US subsidiary, with a response rate of 62%.
• Carcinogenic Mutagenic Reprotoxic substances.

73%

of spending with suppliers under CSR performance assessment

Vallourec - 2023 Universal Registration Document

5

WELCOME

TO THE NEW VALLOUREC!

With over 135 years of expertise, Vallourec stands as a trustworthy partner for cutting-edge steel solutions that make energy transformation a reality. The Group is a vertically integrated and premium tube supplier that meets the demands of the energy sector while responding to some of the most rigorous industrial applications. Vallourec's advanced product portfolio ranges from oil and gas wells situated in extreme conditions, to high-performance mechanical equipment, to solutions for new energy markets. The Group relies on leading-edge R&D to push the limits of industrial technology, while maintaining one of the lowest carbon footprints on the market.

HYDROCARBON EXPLORATION & PRODUCTION	INDUSTRY
(OIL & GAS)

Serving

4 key markets

For these markets,

Vallourec offers the most

extensive range of premium

seamless tubes, specialty tubes,

connections and innovative

solutions to meet its customers'

strictest requirements.

NEW ENERGIES

IRON ORE MINE

Industry benchmarks in terms of design and performance:

VAM® connection	Cleanwell®	Sour Service, High	thus reducing logistics
portfolio	Dope-free, non-	Collapse and CRA	costs and carbon
Ensures the integrity	polluting coating,	(corrosion-resistant	emissions.
of O&G and	factory-applied to	alloys) for OCTG	Delphy
geothermal wells,	threaded connections.	applications.
The first large-scale
as well as hydrogen	It offers exceptional
Additive	vertical storage
and carbon storage	anti-corrosion and
Manufacturing	solution that can store
solutions, while	lubrication properties.
Solutions	up to 100 metric tons
withstanding
Materials	Enables on-demand	of hydrogen under
extreme conditions.
A wide range of	printing of large	maximum safety
	proprietary grades	metallic parts as close	conditions.
	including X80 for line	as possible to clients'
	pipe applications,	operations,

Through the Vallourec® Services portfolio, the Group also offers its customers a wide range of services, whether onsite or via an ever-growing range of digital solutions designed to cut costs and improve operational efficiency.

• Vallourec - 2023 Universal Registration Document

Respecting people and the environment

Vallourec puts Environment Social Governance (ESG) principles at the core of its values, consistently integrating the highest standards of safety, quality, social responsibility and environmental consciousness into its strategy.

The teams at Vallourec are dedicated

to respecting

individuals, regardless of gender, culture, generation, or any other differentiating characteristics.

Safety remains the Group's top priority. Vallourec ensures that each of its employees and subcontractors understands and complies with rigorous safety standards required for all of the Group's activities. The introduction of the 12 life-saving rules program plays a crucial role in this process.

Nearly 50%* of employees took part

in the Vallourec Invest 2023 employee shareholding plan, demonstrating once again the robustness of the Group's roadmap and employees' confi dence in the strategy implemented.

Training and learning are also pivotal to achieving operational excellence. Through Vallourec University, the Group provides training covering fundamentals, culture, leadership, soft and business skills.

Vallourec's long-term commitment is recognized by international

non-fi nancial rating agencies. In 2020, the Group announced its ambition to reduce its direct and indirect carbon emissions by 25% by 2025**.

These targets received SBTi approval. Vallourec has already achieved

this reduction for all scopes 1, 2 and 3 emissions.

Strongly committed to a bold decarbonization journey ...

In 2022, Vallourec launched the Climate

Challenge, aiming to reduce its CO2 footprint by 35% by 2035 compared to 2021. The Group will achieve this goal by using recycled scrap, biomass charcoal from the 164,000 hectares of its Brazilian forest, and a low-carbon energy mix in its steel production.

The result: best-in-class tubes with the lowest carbon footprint in the industry for Vallourec customers.

1.27

metric tons of CO2e per metric ton of steel produced versus

1.91 metric tons on average for the industry***

1.796

metric tons of CO2e per metric ton of tubes delivered versus 2 metric tons on

average for competitors

NEW VALLOUREC: EMBARKING ON A NEW INDUSTRIAL JOURNEY

Announced in 2022, the New Vallourec plan aims to create a profitable company

with a long-term future, regardless of market conditions.

The roadmap is clear:

1/ Deliver best-in-class profitability.

2/ Reduce the profitability gap with the sector's leading players.

3/ Make Vallourec resistant to market fluctuations.

Financially, the New Vallourec plan means zero net debt by the end of 2025

• and accompanying customers in their energy transition

Leveraging its longstanding technical expertise, Vallourec® New Energies offers solutions for safe hydrogen storage, carbon sequestration, advanced & sophisticated geothermal systems, and solar energy.

The Group has already achieved important milestones in each segment, supporting Vallourec's position as an integral industry player

in the energy transition.

A leading R&D network to support operations

Vallourec's 280 R&D experts work together to create the next generation of premium tubular solutions.

In addition to various partnerships, the Group collaborates with a network of university and start-up partners, emphasizing the sharing of knowledge and best practices to contribute to its innovations for tomorrow.

• The Vallourec Invest 2023 plan targeted three countries: Brazil, France and the United States.
• Using 2017 as the baseline year.
• Source : Worldsteel Association Figures.

and regular increases in EBITDA.

To achieve these objectives, Vallourec has launched two major operational initiatives:

1/ Realigning the Group's industrial footprint around three geographies -

North America, South America,

and Eastern Hemisphere - to ensure proximity to its markets.

2/ Targeting value rather than volume, focusing on premium markets and exiting all commodity markets.

Additionally, the Group has reshuffled its management team and set very ambitious ESG targets.

Vallourec - 2023 Universal Registration Document

7

VALLOUREC, AN OPTIMIZED INDUSTRIAL FOOTPRINT:

three premium strategic hubs

close to our customers

A global production asset base

USA
Steel	Threading
Rolling
	Heat
	Treatment
R&D

MEXICO

Threading

BRAZIL
Steel	Rolling	Threading	Heat	R&D	Mining
			Treatment

Expected footprint in 2024

* In France, Rolling and Heat Treatment within Aulnoye forge only

• Vallourec - 2023 Universal Registration Document