Vallourec : Shareholders' Meeting, 6 April 2016

	Press release
	April 2016 www.vallourec.com

Vallourec Shareholders' Meeting, 6 April 2016

• Adoption of all resolutions
• Approval of financial delegations allowing the share capital increase
• Ratification of the co-optation of Ms. Laurence Broseta as new member of the Supervisory Board
• Appointment of Bpifrance Participations as new member of the Supervisory Board

Boulogne-Billancourt (France), 6 April 2016 - Vallourec, world leader in premium tubular solutions, has announced that the combined annual Shareholders' Meeting held today, chaired by Ms. Vivienne Cox with a quorum of 47.27%, adopted all the resolutions put to the vote.

The Shareholders' Meeting approved the financial delegations allowing the implementation of the proposed share capital increase of approximately €1 billion announced on 1^st February 2016. This share capital increase will consist of an issuance of mandatory convertible bonds reserved to Bpifrance and Nippon Steel & Sumitomo Metal Corporation (NSSMC) and a share capital increase with shareholders' preferential subscription rights. It will be launched by the Company on the basis of and subject to market conditions and the approval of the French Autorité des Marchés Financiers on the prospectus relating to this transaction.

The Shareholders' Meeting ratified the co-optation of Ms. Laurence Broseta as new member of the Supervisory Board for the remaining term of office of Mr. Michel de Fabiani, who resigned, ending after the Ordinary General Meeting of Shareholders called to approve the accounts of the financial year ending 31 December 2017.

The Shareholders' Meeting adopted the appointment of Bpifrance and approved the renewal of Mr. Pierre Pringuet, Mr. Olivier Bazil and Mr. José Carlos Grubisich mandates, as members of the Supervisory Board for a period of four years ending after the Ordinary General Meeting of Shareholders called to approve the accounts of the financial year ending 31 December 2019.

The Chairman of the Supervisory Board, along with all Board members, wished to express their gratitude toward Mr. Jean-François Cirelli and Mr. Michel de Fabiani for their involvement and contribution to the work of the Supervisory Board.

The Supervisory Board consists of 12 members, of whom 5 are women. The proportion of independent members amounts to 91.67%.

The Shareholders' Meeting also approved the two resolutions relating to the remuneration of the Management Board in 2015 (« Say on Pay »).

Finally, the Shareholders' Meeting approved the financial statements of 2015 and decided not to pay a dividend in respect of the 2015 results.

A webcast of the 6 April 2016 Shareholders' Meeting, along with the results of voting on all resolutions submitted to shareholders, will be available on the Vallourec website in the coming days: www.vallourec.com

Bpifrance Participations

Bpifrance proposes a full spectrum of financing to companies at each major step of their development, along with an offering adapted to regional specificities. As part of Bpifrance's equity investment services, Bpifrance Participations focuses its investments in both Large and Medium-sized Corporations, to accompany their growth in France as well as abroad. Bpifrance Participations is a minority shareholder involved in governance aspects, in addition to being a long-term investor able to adapt to companies' various development cycles. Bpifrance Participations will be represented by Mr. Bertrand Finet, who serves as Executive Director for Large- and Mid-Cap Investment.

Laurence Broseta

A French national born on 22^nd September 1968 in Marseille, Ms. Laurence Broseta graduated from the Telecom Paris School, in addition to being an alumnus of the Ecole Polytechnique institution. She began her career at RATP in 1994 and remained for 20 years inside the RATP Group, both in France and abroad, with significant experiences at Systra (joint venture between RATP and SNCF) in London on a high speed rail project and as Chief Executive Officer of the RATP DEV subsidiary in South Africa. Upon her return to France in 2008, she joined the RATP DEV board as Vice President in charge of the International business unit where she was in charge of operations and development for 12 countries in particular being responsible for acquisitions in the United States as well as the creation of joint ventures in South Korea, India and China and development in the Maghreb and South America. Ms. Broseta thus has considerable international exposure and solid experience handling partnerships on major industrial projects. In 2012, after twenty years in the RATP Group, she was handed the reins of Five-Stein, a worldwide specialist of thermal ovens for the steel and glass industry, and then in March 2013 was appointed as Managing Director for the French operations of Transdev, an international passenger transportation company which has €2.5 billion in revenue with a French workforce of 38,000.

Disclaimer

No communication or information relating to the contemplated capital increase discussed in this press release may be distributed to the public in any jurisdiction in which registration or approval is required. No action has been (or will be) undertaken in any jurisdiction outside of France where such steps would be required. The subscription for or purchase of securities of Vallourec may be subject to legal or statutory restrictions in certain jurisdictions. Vallourec assumes no responsibility for any violation of such restrictions by any person. The distribution of this press release in certain jurisdictions may be restricted by law.

European Economic Area

This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended to the extent that such amendments have been implemented in the Member States of the European Economic Area (the "Prospectus Directive"). The rights issue in connection with the capital increase discussed herein will be open to the public in France only pursuant to a prospectus having received the visa of the French Autorité des marchés financiers (the "AMF") and prepared in accordance with the Prospectus Directive. With respect to each Member State of the European Economic Area other than France which has implemented the Prospectus Directive (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, the securities of Vallourec may only be offered in the Member States (i) to qualified investors, as defined by the Prospectus Directive; or (ii) in any other circumstances, not requiring Vallourec to publish a prospectus as provided under Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, "securities offered to the public" in a given Member State means any communication, in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities so as to enable an investor to decide to buy or subscribe for the securities, as the same may be varied in that Member State. This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The rights issue in connection with the capital increase is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein.

United States

This press release does not constitute an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of Vallourec in the United States of America. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Vallourec have not been and will not be registered under the U.S. Securities Act and Vallourec does not intend to make a public offer of its securities in the United States of America.

About Vallourec
Vallourec is a world leader in premium tubular solutions primarily serving the energy markets, as well as other industrial applications.

With over 20,000 employees, integrated manufacturing facilities, advanced R&D and a presence in more than 20 countries, Vallourec offers its customers innovative global solutions to meet the energy challenges of the 21st century.

Listed on Euronext in Paris (ISIN code: FR0000120354, Ticker VK) and eligible for the Deferred Settlement System (SRD), Vallourec is included in the following indices: SBF 120 and Next 150.

In the United States, Vallourec has established a sponsored Level 1 American Depositary Receipt (ADR) program (ISIN code: US92023R2094, Ticker: VLOWY). Parity between ADR and a Vallourec ordinary share has been set at 5:1.

www.vallourec.com
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For more information, please contact:
Investor relations Etienne Bertrand Tel: [phone] [e-mail]		Press relations Héloïse Rothenbühler Tel: [phone] [e-mail]
Investor relations Christophe Le Mignan Tel: [phone] [e-mail]		Individual shareholder corner N°Vert : 0 800 505 110 [e-mail]

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Source: VALLOUREC via Globenewswire

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