Slides
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viridiengroup.com ASSEMBLÉEGÉNÉRALEMIXTE 30 avril 2025
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2 Viridien.com 2 Introduction Viridien - 2025 Combined General Meeting
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3 Agenda Viridien - 2025 Combined General Meeting I. Governance II. Say on Pay III. Business & Financial Overview IV. Statutory Auditors’ Reports V. Q&A VI. Vote on the Resolutions VII. Conclusion
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4 Viridien.com 4 Governance Board of Directors Directors proposed For renewal/ratification I 1 2 Viridien - 2025 Combined General Meeting 3 Temporary change of Governance structure
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5 Viridien - 2025 Combined General Meeting 1. Board of Directors 1
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6 Viridien - 2025 Combined General Meeting 1. Board of Directors 1
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7 Viridien - 2025 Combined General Meeting 1. Board of Directors1
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8 Viridien - 2025 Combined General Meeting Chairman* Independent director Appointed since 2018 59 years old French 2,830 shares Other director’s offices in listed companies: Chairman and CEO of Atos Board attendance rate in 2024: 100 % Remuneration at Viridien in 2024: €240,000 1. Director whose renewal is proposed for a 4-year period2 7th resolution - Mr. Philippe SALLE * Philippe SALLE will be appointed Vice-Chairman and Lead Independent Director, subject to the renewal of his mandate as a Director by the General Meeting of April 30, 2025
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9 Viridien - 2025 Combined General Meeting Independent director Appointed since 2017 57 years old French 225 shares Other director’s offices in listed companies: Director of Believe (French listed company) Board attendance rate in 2024: 100 % Remuneration as director: €72,300 in 2024 Chairwoman of the Audit and Risk Management Committee Member of the Sustainability Committee 1. Director whose renewal is proposed for a 4-year period 8th resolution - Mrs. Anne-France LACLIDE-DROUIN Anne-France LACLIDE-DROUIN 2
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10 Viridien - 2025 Combined General Meeting Independent director* Appointment since 2015 71 years old British 345 shares Other director’s offices in listed companies: None Board attendance rate in 2024 : 100 % Remuneration as director: €64,300 in 2024 Chairman of the Sustainability Committee Member of New Businesses and M&A Committee 1. Director whose renewal is proposed for a 4-year period2 9th resolution - Mr. Michael DALY * Michael DALY will not longer be considered as Independent from 2027 onwards Michael DALY
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11 Viridien - 2025 Combined General Meeting Independent director Coopted since 2024* 57 years old French 750 shares Other director’s offices in listed companies: None Board attendance rate in 2024: 100 % Remuneration as director: €15,575 in 2024 Member of New Businesses and M&A Committee Member of the Audit and Risk Management Committee 1. Director whose cooptation is proposed 2 10th resolution - Mrs. Amélie OYARZABAL * for the remainder of Helen Lee Bouygues’ term of office, i.e. until 2028 Annual General Meeting. Amélie OYARZABAL
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12 Temporary unification of the roles of Chairman and Chief Executive Officer as of April 30, 2025, under the leadership of Sophie ZURQUIYAH, who has been Chief Executive Officer and Director since 2018 Philippe SALLE will be appointed Lead Independent Director and Vice-Chairman, subject to the renewal of his mandate as a director by this General Meeting This unified governance will remain in place no later than the end of Sophie ZURQUIYAH's term as a director, until the General Meeting of 2026 Viridien - 2025 Combined General Meeting 1. Temporary change of governance structure3
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13 Viridien.com 13 Say on Pay Chairman of the Board Chairperson & CEO CEO 1 2 3 Directors 4 Viridien - 2025 Combined General Meeting II
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14 €170,000 Intercontinental travel Travel within the same continent €2,000 per travel €500 per travel Maximum amount of €70,000* • Amount paid for 2024: €170,000 • Amount paid for 2024: €70,000 • Amount paid for 2024: €2,000 *subject to an annual presence condition of at least 90%. Below 90% attendance rate, such remuneration will be paid on a pro rata basis • Health insurance that complements mandated schemes: Eligible • Does not benefit from such plan in 2025 • Company car: Eligible • Does not benefit from a company car in 2025 Viridien - 2025 Combined General Meeting Fixed portion in 2025 (as Chairman) Variable portion in 2025 (as Director) Other Remuneration Elements in 2025 Travel indemnity 1. Remuneration of the Chairman of the Board - 2024 & 2025 Ex post Vote (13th resolution) / Ex ante Vote (16th resolution) 1 Remuneration Policy for 2025 identical to 2024 and applicable from January 1 to April 30, 2025 Remuneration of the Chairman (fixed portion) unchanged since 2018
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15 2024 compensation policy identical to that of 2023, structured in a balanced way around three main components: fixed compensation, annual variable compensation, and long-term variable compensation Remuneration of the CEO (fixed portion) remains unchanged since 2022 • Company car: €9,600 • General benefits plan: €5,340 • Supplementary pension plan: €13,910 • International medical insurance: €37,032 • Unemployment insurance: €12,693 • Fixed Remuneration: €680,400 • €780,215 for 2024 vs €775,656 for 2023 • 2024 Global objective achievement: 115% vs 114% in 2023 Financial objectives (2/3): achieved at 127% (85% pro-rated) Non-Financial objectives (1/3): achieved at 90% (30% pro-rated) • 1,000,000 Performance shares • Total Long-Term Remuneration: €450,000 (66% of the Fixed Remuneration) • Vesting period and performance conditions period: 3 years * Valuation according to the method used for the consolidated accounts for the financial year 2024 (IFRS values) Viridien - 2025 Combined General Meeting Fixed Remuneration Long-Term Remuneration* Annual Variable Remuneration Other Remuneration Elements 1. Remuneration paid or allocated to the CEO - 2024 Ex post Vote (14th resolution) 2
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16 • Company car • General benefits plan • Supplemental pension plan • International medical insurance • Individual Unemployment insurance • Contractual termination indemnity, non-compete commitment indemnity • €680,400 prorated between January 1 to April 30, 2025 (same as 2024) • Fixed Remuneration unchanged since 2022 • Performance conditions: Relative Total Shareholder Return, Beyond the Core Group activities’ revenue, Average Net debt over EBITDAs, ESG Scorecard. • Vesting period and performance condition period: 3 years Minimum Target Maximum 0% of the Fixed Remuneration 100% of the Fixed Remuneration 150% of the Fixed Remuneration Viridien - 2025 Combined General Meeting Fixed Remuneration Other Remuneration Elements* Long-Term Remuneration * The details and conditions of these elements are presented in the 2024 Viridien Universal Registration Document Due to the temporary unification of Board Chair and CEO duties as from April 30 2025, two distinct remunerations policies are submitted to the vote of this General Meeting: • 17th Resolution : Remuneration policy applicable between January 1, 2025 and April 30, 2025 for the role of CEO • 18th Resolution : Remuneration policy applicable between April 30, 2025 and December 31, 2025 for the combined role of Chairperson and CEO Evolution 2025 Minimum Target Maximum 0% of the Fixed Remuneration 100% of the Fixed Remuneration 166.67% of the Fixed Remuneration 2/3 Financial objectives 1/3 Non-financial objectives • Group Net cash-flow • Free EBITDA • Group segment revenues • Beyond the Core revenue (NEW) • Group strategic and financial plans management • Business organization, people and operations, Performance Management • ESG • Debt refinancing (NEW) Annual Variable Remuneration 1. 2025 CEO Remuneration Policy (January 1 - April 30) - Ex ante Vote (17th resolution) 2
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17 • Company car • General benefits plan • Supplemental pension plan • International medical insurance • Individual Unemployment insurance • Contractual termination indemnity, non-compete commitment indemnity • An increase in fixed compensation to €755,400 (+11%) is proposed and will be applied on a prorated basis from April 30 to December 31, 2025 • This change takes into account the additional responsibilities of Sophie Zurquiyah as Chairperson of the Board of Directors • No further adjustment is planned for the 2026 remuneration policy • Performance conditions: Relative Total Shareholder Return, Beyond the Core Group activities’ revenue, Average Net debt over EBITDAs, ESG Scorecard. • Vesting period and performance condition period: 3 years Minimum Target Maximum 0% of the Fixed Remuneration 100% of the Fixed Remuneration 150% of the Fixed Remuneration Viridien - 2025 Combined General Meeting Fixed Remuneration Other Remuneration Elements* Long-Term Remuneration * The details and conditions of these elements are presented in the 2024 Viridien Universal Registration Document • The proposed adjustment only impacts the fixed compensation, the other components of the Chief Executive Officer’s remuneration remain unchanged Minimum Target Maximum 0% of the Fixed Remuneration 100% of the Fixed Remuneration 166.67% of the Fixed Remuneration 2/3 Financial objectives 1/3 Non-financial objectives • Group Net cash-flow • Free EBITDA • Group segment revenues • Beyond the Core revenue (NEW) • Group strategic and financial plans management • Business organization, people and operations, Performance Management • ESG • Debt refinancing (NEW) Annual Variable Remuneration 1. 2025 Chairperson & CEO Remuneration Policy (April 30 - December 31) - Ex ante Vote (18th resolution) 3 Evolution 2025
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18 Viridien - 2025 Combined General Meeting 1. 2025 Directors’ Remuneration Policy Ex ante Vote (15th resolution) 4 Fixed portion Director €10,500 Lead Independent Director €30,000 Chairman of the Audit and Risk Management Committee €12,000 Member of the Audit and Risk Management Committee €6,000 Chairman of any Board Committee other than the Audit and Risk Management Committee €6,000 Member of any Board Committee other than the Audit and Risk Management Committee €3,000 Variable portion Annual variable portion of the Chairman of the Board €70,000 Attendance at an ordinary Board meeting €3,600 Attendance at an ordinary Board Committee meeting €2,000 Attendance at an exceptional Board meeting €1,800 Attendance at an exceptional Board Committee meeting €1,000 Written consultation €0 Attendance at a Board Committee follow-up call or as a guest €0 Maximal Remuneration (annual envelope) €550,000
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19 Viridien.com 19 Business & Financial Overview FY 2024 Operational Overview FY 2024 Financial Results Financial Roadmap 1 2 43 Q1 2025 Financial Results III Viridien - 2025 Combined General Meeting
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20 Viridien: an advanced technology, digital and Earth Data company Driven by people, data, and technology Established leader across three core businesses Differentiated Data Maximizing the value of data through Viridien’s expertise and technologies Remarkable Technology Leading the industry in advanced imaging and geoscience & digital technologies Exceptional People Breadth and depth of expertise driving innovation and providing outstanding service Viridien is a leading technology provider of imaging solutions, Earth data, and seismic equipment to support complex natural resource, energy transition and infrastructure challenges Leveraging expertise to accelerate growth beyond the core Geoscience Leading provider of subsurface imaging, geology, geoscience software and services Earth Data Technically advanced seismic data and geologic studies provider Sensing & Monitoring Specialist in seismic equipment and gauges for marine, land, ocean floor, and downhole applications 1 2 3 Low Carbon HPC & Cloud Solutions Infrastructure Monitoring Viridien - 2025 Combined General Meeting
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21 Encourage and support businesses and employees to take specific actions that support the environment, climate and communities Always act responsibly and abide by all applicable environmental laws Continue to advance our technology and services to enable our clients to sustainably and responsibly discover, develop and manage the Earth’s natural resources Sector leading ESG credentials Carbon Neutrality (scope 1 & 2) by 2050 We aim at the complete decarbonization of our energy supply supporting our activities and we strive to reduce our energy consumption encouraging smart technologies and constantly improving our energy efficiency Emissions at 16 kTCO2 (1), reduced by 71% since 2019 Scope 1 (2024): 2 Scope 2 (2024): 14 PUE(2) (2024): 1.33 Viridien’s Carbon Neutrality Statement ESG ratings Sources: Viridien, MSCI, Ecovadis, Sustainalytics 18.1 Updated Oct 10, 2024 25% female in senior leadership in 2024 Viridien - 2025 Combined General Meeting (1) Scope 1 & 2 (2) Power Usage Effectiveness
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22 Women / Men 30% 70% Viridien – 2025 Combined General Meeting Europe & Middle East 59% North & South America 25% APAC 16% Per Region GEO 37% EDA 4% SMO 44% HPC 9% Support 6% Per Business 3,378 employees at the end of 2024
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23 Viridien.com 23 FY 2024 Operational Overview 1 Viridien - 2025 Combined General Meeting
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24 2024: A year of overachievements Segment Revenue Adjusted Segment EBITDA Net Cash Flow 2024 Liquidity of $392 million, including $90 million undrawn RCF(1) $1,117 million -1% vs 2023 $455 million +14% vs 2023 including -54 M$ penalty fees from vessel commitments $56 million +71% vs 2023 including -75 M$ contractual fees from vessel commitments Viridien - 2025 Combined General Meeting (1) Revolving Credit Facility
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25 2024: Main highlights Revenue guidance achieved, adjusted EBITDA and Net Cash Flow exceeded Higher Earth Data investments backed by industry funding and solid After-Sales Outstanding commercial performance for Geoscience SMO’s improved performance Key milestones of the financial roadmap delivered Viridien - 2025 Combined General Meeting
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26 Earth Data Sensing & Monitoring ~50% market share Largest installed base ~50% of vessels ~50% of new land channels delivered since 2018 Geoscience ~50% market share Best in class technology Over 1,000 experts ~20% market share 1.4 million km² of high-end seismic data in the world’s most economic and prolific offshore basins Viridien - 2025 Combined General Meeting Three core businesses
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27 Digital Infrastructure monitoring End-to-end monitoring and modelling solutions, with broad application: bridges, tunnels, rail, etc. Earthworks, Structural Health monitoring Low Carbon solutions Founded on differentiated geoscience and technology offerings Carbon Storage, Minerals & Mining Highly optimized proprietary technology successfully deployed in new domains Data Hub, HPC Viridien - 2025 Combined General Meeting Developing new businesses
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28 Strong GEO performance with revenue up +20% year on year driven by best-in-class imaging technology which the industry requires to solve subsurface challenges, increased activity in the Middle East and the renewal of long-term contracts for Dedicated HPC Processing Centers (DPCs) High level of EDA revenues driven by projects in the US Gulf and Norway, and numerous global reprocessing projects. EDA after-sales up +25% in a flat market SMO: Revenue down -27%, following delivery of “mega crew” systems in 2023. Focus on operational efficiency New businesses: $118m revenues 335 337 453 404 383 330 GEO EDA SMO 2023 2024 Segment revenue per business (M$) DDE Viridien - 2025 Combined General Meeting 2024: GEO & EDA solid activity, SMO impacted by high comparison base
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29 The first image from the Laconia project reveals the Paleogene structures unseen in the legacy data Sustained client interest for Viridien’s elastic FWI technology • Strong differentiation vs competitors (client feedback) • Step change in image quality • Reduced risk and prospect-to-barrel cycle time reduction Geoscience: high activity with new projects driven by clients seeking superior data quality Earth Data: projects in historic basins and diversifying footprint • Strengthening Viridien’s core data position in the US Gulf with the Laconia survey • Projects in Norway and in prospective regions, including Australia, Malaysia, Ivory Coast, and Uruguay Viridien - 2025 Combined General Meeting DDE: Combined expertise of GEO and EDA to offer differentiatied products
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30 Global Viridien Compute Capacity (fp32 PFLOPS) GeoVerse Earth Library Highest Quality Images Complex Data Modelling Complex algorithms on diverse datasets Mega-scale data throughput, storage and access DDE: Leadership fueled by continuous HPC investment, driving innovation 10 20 30 50 60 70 150 220 250 280 320 510 520 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Viridien - 2025 Combined General Meeting
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31 Global footprint of imaging centers Key highlights ~60% exposure to resilient development and production-based revenues Undisputed global leader in subsurface imaging with 50%+ market share(1) and track record of consistent market share gains Global coverage enables revenue diversification across Majors, NOCs and Independents Dedicated processing centers under long-term contracts with key clients provide revenue visibility Preferred partner for complex and high-profile data globally (1) Market share data as of Q3 2024, based on external reporting for largest competitors and management estimates Open Centers (16) Dedicated Centers (7) Regional Hubs (5) Houston Villahermosa Calgary Rio de Janeiro London Paris Stavanger x2 Pau Oslo Cairo Abu Dhabi Vienna Moscow Mumbai Singapore Jakarta Beijing Perth Open Centers (16) Dedicated Centers (6) Regional Hubs (5) Brunei Oman Viridien - 2025 Combined General Meeting Geoscience: Premier sub-surface imaging capabilities with a global footprint
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32 Oil & Gas Low Carbon Arizona Multiphysics Laconia OBN Uruguay Reprocessing Ivory Coast Reprocessing NVG ‘24 Bonaparte 3D Malacca Strait 2D Viridien - 2025 Combined General Meeting Earth Data: Broad project portfolio in 2024
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33 Sensing & Monitoring: T ransformation to improve resilience through the cycles Sercel Marlin Solution A transition year, with revenue decline in absence of mega crew in 2024 Initiation of a restructuring plan focused on cost reductions, operational performance and cash generation through working capital optimization Strong revenue and profitability in Q4, with the first impact of the restructuring Core business ● Revenue driven by land systems sales in nodal and cable as well as sustained sales of GPR300 in the first part of the year ● Success of our TPS low frequency broadband source and sales of Sercel Concept solutions New businesses ● Strong investments fundamentals in the Infrastructure market in the US and Europe, facing ageing infrastructure ● Several deliveries of our solutions, with applications in mines, tunnels and railways. Successful deployment of our Marlin, marine operational logistics solution in Latin America Viridien - 2025 Combined General Meeting
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34 New Businesses: +33% growth with largest contributions from Carbon Storage and Infrastructure monitoring Carbon Storage & Monitoring Minerals & Mining Low Carbon Digital Infrastructure HPC & AI Digital Transformation Earth Works monitoring Structural Health monitoring • Screening and Imaging projects for CO2 reservoir characterization, and minerals mapping • Data sales for CCUS projects in US, North Sea and Asia, and for Minerals exploration in the US • Alliance with Baker Hughes • Services for mine infrastructure management including imaging for ore body definition • Strong presence in US with multiple projects across several sectors including tunnel & railway monitoring • Expanding to a global footprint with early success with railway monitoring in Middle East • Several contracts won to provide HPC capacity in Oil & Gas (dedicated imaging centers), Biotechnology and Digital Imaging • Continued data curation services at a large IOC and multiple pilots unlocking the value of subsurface data • Development of SaaS model for data curation to continue market expansion Viridien - 2025 Combined General Meeting
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35 Viridien.com 35 FY 2024 Financial Results 2 Viridien - 2025 Combined General Meeting
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36 2024: +14% adjusted Segment EBITDA improvement Viridien - 2025 Combined General Meeting Group Segment revenue stable Adjusted Segment EBITDA: +14%, after -54 M$ penalty fees from vessel commitment, thanks to strong DDE performance and first benefits of the cost optimization plan at SMO Adjusted Segment Operating Income: $173 M Net Income: $51 M In million of $ 2023 2024 Segment Revenue 1,125 1,117 IFRS 15 adjustment (49) 94 IFRS Revenue 1,076 1,211 Segment EBITDA 400 422 Adjusted Segment EBITDA 400 455 Segment Operating Income 138 113 Adjusted Segment Operating Income 138 173 IFRS 15 adjustment (19) 30 IFRS Operating Income 119 143 Equity from investment (2) 0 Net cost of financial debt (95) (97) Other financial income (loss) (4) 4 Income taxes (14) (13) Net Income from continuing operations 4 36 Net Income from discontinued operations 12 15 Net Income 16 51 Full Year 2024
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37 2024: Strong net cash flow generation of +$56 M Two consecutive years of organic positive Net Cash Flow Capex & leases of -$341 M EDA capex up +$81 M, to seize Laconia opportunity Industrial Capex down -$28 M with UK data center completion in 2023 Net Cash Flow of +$56 M, including contractual vessel fees of -$75 M in 2024, compared to -$66 M in 2023 Full Year 2024 In million of $ 2023 2024 Segment EBITDA 400 422 Income Tax Paid 6 (12) Change in Working Capital & Provisions 3 48 Other Cash Items 1 (1) Cash from Operating Activity 410 457 Earth Data Capex (171) (252) Industrial Capex & Development Costs (61) (33) Proceeds of Assets 3 7 Cash from Investing Activity (229) (278) Paid Cost of Debt (91) (86) Lease Repayment (57) (56) Asset Financing 22 (1) Cash from Financing Activity (126) (142) Discontinued Operations (23) 19 Net Cash Flow 33 56 Viridien - 2025 Combined General Meeting
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38 Viridien.com 38 Q1 2025 Financial Results 3 Viridien - 2025 Combined General Meeting
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39 -$20 M Including an exceptional $42 M interest payment in Q1 (usually paid in Q2) vs $30 M in 2024 Viridien - 2025 Combined General Meeting $143 M +35% vs 2024 $301 M +10% vs 2024 Segment Revenue Adjusted Segment EBITDA Net Cash Flow Q1 Refinancing completed End of vessel capacity agreement Ample liquidity of $257 M Q1 2025: A solid start to the year
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40 Geoscience: Activity up by +25%, driven by the continued adoption of Viridien’s Elastic FWI technologies. Strong performance in the United States and award of a reimaging project in Algeria, confirming MENA clients’ interest in high- end imaging solutions EDA: Growth of +7%. Highly promising first images from Laconia, where the acquisition phase is now complete. Strong momentum in reprocessing, particularly in Côte d’Ivoire, with a potential of several billion barrels SMO: Revenue nearly stable. Sustained activity with NOCs, driven by demand for onshore nodal systems 88 97 89 110 104 87 GEO EDA SMO Q1 2024 Q1 2025 +25% +7% -2% Segment revenue per business (M$) DDEViridien - 2025 Combined General Meeting Q1 2025: GEO and EDA driving performance
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41 Viridien.com 41 Financial roadmap 4 Viridien - 2025 Combined General Meeting
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42 Key steps in balance sheet management successfully completed Minimum cash required to run operations reduced to $100 M First bond buyback tranche of $60 M completed in 2024 Refinancing in 2025 with the issuance of the equivalent of $990 M in bonds (at current $ exchange rate), maturing in October 2030 Re-rating discussion with rating agencies RCF extension Net cash flow generation of around $100 M in 2025 2024 - 2025 Ensuring operational and financial performance in support of deleveraging Viridien - 2025 Combined General Meeting
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43 (1) Excluding already pre-financed commitments (2) Minimum revenue generated at low cycle, based on 2022 annual results and the COVID period Geoscience ~75% Flexible costs (as % of total cost base) Earth Data Vessel capacity contract expired in January 2025 Flexible investments Maximize Value Sensing and Monitoring Cash flow and EBIT breakeven achieved at $270 M revenue Adjusted scope & optimized operations Adjusted cost base Revenue at cycle lows = 100%(1) discretionary multi-client investments (2) Natural staff turnover Short-term renewal of IT equipment $270 M $270 M Viridien - 2025 Combined General Meeting Implementing an "asset-light" business model, ensuring operational and financial flexibility through cycles Structural flexibility ensuring profitability and cash generation even during downturns
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44 (1) Based on €/$ exchange rate of 1.1 Levers to improve Net Cash Flow 2023 2025E+ Productivity improvements notably at SMO End of commitments in January 2025 Positive impact from business growth ~$100 M $32 M $56 M 2024 End of vessel commitments Productivity improvements Core & New Businesses Growth (1) Clear levers supporting the goal of generating $100 M in annual Net Cash Flow from 2025 onwards Viridien - 2025 Combined General Meeting
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45 New key performance indicators for EDA The breakdown of revenue between pre-funding and after-sales will no longer be published starting in 2025 A Cash EBITDA (defined as EBITDA minus investments) will now be published, to provide better visibility on financial performance ($97M in 2023 and $75M in 2024, excluding penalties related to vessel commitments) 2025 Outlook Outlook No change in client behavior has been observed so far among seismic customers In a stable E&P investment environment, the Group anticipates for 2025: ₋ Geoscience: growth driven by cutting-edge technologies and a strong order book ₋ Earth Data: improvement in Cash EBITDA, notably due to the end of penalties related to vessel commitments ₋ Sensing & Monitoring: additional cost savings from the restructuring plan ₋ New Businesses: continued growth, with a first positive contribution to Group profitability Financial objective Generate a Net Cash Flow of approximately $100 M, subject to relative stability in the oil market Cash generation and debt reduction – Group’s #1 priorities Viridien - 2025 Combined General Meeting
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46 83.68% 10.54% 5.78% Total number of shares 7,161,465 Shareholding Structure As of end of March 2025 FIL Investments International M Partners Capital LLC Free float 46.54% 37.14% Other institutional investors Retail investors Viridien - 2025 Combined General Meeting
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Viridien.com 47 Statutory Auditors’ Reports Consolidated and statutory accounts Related party agreements Transactions that may affect the share capital 1 2 3 Viridien - 2025 Combined General Meeting IV
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48 Viridien - 2025 Combined General Meeting Claire CESARI-WALCH Statutory auditor – EY On behalf of the joint auditors Forvis Mazars and EY Combined General Meeting – April 30, 2025 Reports of the Statutory auditors
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49 Ordinary General Meeting Reports on the consolidated accounts and on the statutory accounts (1/2) Viridien - 2025 Combined General Meeting URD Pages 299-302 and 336-338 (French) • Report on the statutory accounts ▸ First resolution: Approval of the statutory accounts for financial year ended December 31, 2024. ▸ Pages 336 to 338 of the Universal Registration Document 2024 (French version) “In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2024, and of the results of its operations for the year then ended in accordance with French accounting principles.” • Report on the consolidated accounts ▸ Third resolution: Approval of the consolidated accounts for financial year ended December 31, 2024. ▸ Pages 299 to 302 of the 2024 Universal Registration Document “ In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2024 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. ”
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50 Ordinary General Meeting Reports on the consolidated accounts and on the statutory accounts (2/2) Viridien - 2025 Combined General Meeting URD Pages 299-302 and 336-338 (French) Key audit matters, matters requiring particular attention during our audit which we consider to be the most important : • Consolidated financial statements : ▸ Valuation of Goodwill. ▸ Valuation of Earth Data surveys. ▸ Recoverability of deferred tax assets. • Individual company financial statements: ▸ Valuation of equity securities and related receivables. A detailed description of the risks identified, and our responses thereto can be found in our reports.
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51 Ordinary General Meeting Statutory Auditors’ report on related party agreements Viridien - 2025 Combined General Meeting URD Page 176 Agreements submitted for approval to the Annual General Meeting • Agreements authorized and signed in 2024 ▸ We have not been advised of any agreement authorized and signed during the year ended December 31, 2024 that should be submitted for approval to the Annual General Meeting in accordance with article L. 225-38 of the French Commercial Code. • Agreements previously approved by the Annual General Meeting ▸ We have not been advised of any agreement previously approved by the Annual General Meeting, whose execution continued during the year ended December 31, 2024.
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52 Extraordinary General Meeting Reports on transactions that may affect Viridien's share capital Viridien - 2025 Combined General Meeting Our reports on these resolutions do not call for any matters to emphasize. As the final conditions under which the issuance - provided for in the 23rd, 24th and 27th resolutions - would be carried out are not fixed, we do not express an opinion on them. Additional reports will be prepared if and when the Board of Directors uses these delegations of authority. Resolution Summary of the resolution Conclusion Resolution 20 (Reduction in share capital) Cancellation of Company shares that it has acquired under the share purchase authorizations granted to it by the Shareholders' Meetings, up to a maximum of 10% of the share capital per 24-month period No matters to report Resolutions 22 to 26 (Issue of shares and securities with or without preferential subscription rights) Delegation of authority to the Board of Directors to decide on an issue. The Board of Directors would be responsible for setting the final terms and conditions of this operation.. Since this report does not specify the method of determining the issue price of the equity securities to be issued as part of the implementation of the 22nd and 26th resolutions, we are not able to give our opinion on the choice of computational elements of this issue price. Since the final terms and conditions under which the issues may be carried out have not been set, we do not express an opinion on them and, consequently, on the proposal to cancel the preferential subscription right made to you in the 23rd and 24th resolutions. Resolution 27 Issue of ordinary shares and/or securities reserved for the members of a company share savings plan Delegation of authority to the Board of Directors to decide on an issue and to cancel your preferential subscription right to the securities to be issued. The Board of Directors would be responsible for setting the final terms and conditions of this operation. Subject to a subsequent examination of the terms and conditions of the proposed issuance that may be decided, we have no matters to report as regards the methods used to set the issue price of the ordinary shares to be issued given in the Board of Directors’ report. Since the final terms and conditions under which the issuance would be carried out have not been set, we do not express an opinion on those or, consequently, on the proposed cancellation of shareholders’ preferential subscription rights.
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53 Viridien.com 53 Q&A Viridien - 2025 Combined General Meeting V
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54 Viridien.com 54 Vote on the Resolutions Ordinary General Meeting Extraordinary General Meeting 1 2 Viridien - 2025 Combined General Meeting VI
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55 Viridien.com 55 Ordinary General Meeting 1 Viridien - 2025 Combined General Meeting
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56 First resolution Approval of the statutory financial statements for financial year ended December 31, 2024 Viridien - 2025 Combined General Meeting
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57 Second resolution Allocation of earnings for financial year ended December 31, 2024 Viridien - 2025 Combined General Meeting
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58 Third resolution Approval of the consolidated financial statements for financial year ended December 31, 2024 Viridien - 2025 Combined General Meeting
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59 Fourth resolution Appointment of DELOITTE & ASSOCIES, in replacement of ERNST & YOUNG et Autres, as statutory auditor in charge of certifying financial statements Viridien - 2025 Combined General Meeting
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60 Fifth resolution Appointment of BDO PARIS, in replacement of MAZARS, as statutory auditor in charge of certifying financial statements Viridien - 2025 Combined General Meeting
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61 Sixth resolution Appointment of BDO PARIS, as statutory auditor in charge of certifying the sustainability information Viridien - 2025 Combined General Meeting
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62 Seventh resolution Renewal of the term of Mr. Philippe SALLE as Director Viridien - 2025 Combined General Meeting
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63 Eighth resolution Renewal of the term of Mrs. Anne-France LACLIDE-DROUIN as Director Viridien - 2025 Combined General Meeting
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64 Ninth resolution Renewal of the term of Mr. Michael DALY as Director Viridien - 2025 Combined General Meeting
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65 T enth resolution Ratification of the co-optation of Mrs. Amélie OYARZABAL as Director Viridien - 2025 Combined General Meeting
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66 Eleventh resolution Statutory auditors’ special report on related party agreements - Acknowledgement of the absence of any new agreement Viridien - 2025 Combined General Meeting
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67 Twelfth resolution Approval of the information mentioned under part I of article L. 22-10-9 of the French Commercial Code Viridien - 2025 Combined General Meeting
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68 Thirteenth resolution Approval of the fixed, variable and exceptional components constituting the global remuneration and benefits of any kind paid during the past financial year or granted in respect of the same financial year, to Mr. Philippe SALLE, Chairman of the Board of Directors Viridien - 2025 Combined General Meeting
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69 Fourteenth resolution Approval of the fixed, variable and exceptional components constituting the global remuneration and benefits of any kind paid for the past financial year or granted in respect of the same financial year, to Mrs. Sophie ZURQUIYAH, Chief Executive Officer Viridien - 2025 Combined General Meeting
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70 Fifteenth resolution Approval of the remuneration policy of Directors Viridien - 2025 Combined General Meeting
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71 Sixteenth resolution Approval of the remuneration policy of the Chairman of the Board of Directors Viridien - 2025 Combined General Meeting
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72 Seventeenth resolution Approval of the remuneration policy of the Chief Executive Officer Viridien - 2025 Combined General Meeting
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73 Eighteenth resolution Approval of the remuneration of the Chairperson and Chief Executive Officer Viridien - 2025 Combined General Meeting
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74 Nineteenth resolution Delegation of authority to the Board of Directors to buyback the Company’s shares in accordance with article L. 22-10-62 of the French Commercial Code, duration of the authority, purposes, terms, ceiling, suspension during a public offer period Viridien - 2025 Combined General Meeting
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75 Viridien.com 75 Extraordinary General Meeting 2 Viridien - 2025 Combined General Meeting
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76 Twentieth resolution Authorization to the Board of Directors to cancel the Company’s shares bought in accordance with article L.22-10-62 of the French Commercial Code, duration of the authorization, ceiling, suspension during public offer Viridien - 2025 Combined General Meeting
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77 Twenty-first resolution Delegation of authority to the Board of Directors to increase the share capital through the incorporation of reserves, profits and/or premiums, duration of the authority, maximum aggregate amount of the increase(s) in capital, of fractional shares, suspension during public offer Viridien - 2025 Combined General Meeting
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78 Twenty-second resolution Delegation of authority to the Board of Directors to issue shares and/or securities granting access to capital of the Company and/or debt securities, with preferential subscription right, duration of the authority, maximum aggregate amount of the increase(s) in capital, the right to offer unsubscribed shares to the public, suspended during a period of public offer Viridien - 2025 Combined General Meeting
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79 Twenty-third resolution Delegation of authority to the Board of Directors to issue shares and/or securities granting access to capital of the Company and/or debt securities, without preferential subscription right, within the scope of public offerings other than the ones referred to under 1 of article L. 411-2 of the French Monetary and Financial Code) and/or as consideration for securities in a public exchange offer, duration of the authority, maximum aggregate amount of the increase(s) in capital, issue price, option to limit the amount of subscriptions or to allocate unsubscribed securities, suspension during a public offering period Viridien - 2025 Combined General Meeting
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80 Twenty-fourth resolution Delegation of authority to the Board of Directors to issue shares and/or securities granting access to capital of the Company and/or debt securities, without preferential subscription right, by mean of an offer referred to under 1 of article L. 411-2 of the French Monetary and Financial Code, duration of the authority, maximum aggregate amount of the increase(s) in capital, issue price, option to limit the amount of subscriptions or to allocate unsubscribed securities, suspension during a public offering period Viridien - 2025 Combined General Meeting
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81 Twenty-fifth resolution Authorization to increase the issues approved under the twenty-second and twenty-fourth resolutions of this General Meeting, suspension during a public offering period Viridien - 2025 Combined General Meeting
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82 Twenty-sixth resolution Delegation of authority to the Board of Directors to increase the share capital by issuing shares, and/or securities granting access to the capital of the Company within the limit of 10% of the capital in order to remunerate contributions in kind of securities or securities giving access to the capital, duration of the authority, suspension during a public offering period Viridien - 2025 Combined General Meeting
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83 Twenty-seventh resolution Delegation to the Board of Directors to increase the share capital by issuing shares and/or securities granting access to the capital of the Company, without preferential subscription right, to the members of a company savings plan, pursuant to Articles L. 3332-18 et seq. of the French Labor Code, duration of the authority, maximum aggregate amount of the increase(s) in capital, issue price, the possibility of allocating free shares under the L. 3332-21 of the French Labour Code, suspension during a public offering period Viridien - 2025 Combined General Meeting
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84 Twenty-eighth resolution Amendment to article 9.4 of the Articles of Association concerning written consultation of directors Viridien - 2025 Combined General Meeting
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85 Twenty-ninth resolution Powers for formalities Viridien - 2025 Combined General Meeting
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86 Viridien.com 86 Conclusion Viridien - 2025 Combined General Meeting VII
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87 Viridien.com 87 Disclaimer All forward-looking statements are Viridien management’s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For a detailed description of these factors and uncertainties, please refer to Chapter 2 “Risk Management and Internal Control” of our 2024 Universal Registration Document (available on www.viridiengroup.com). Viridien undertakes no obligation to publicly update or revise any of these forward-looking statements. This presentation includes information pertaining to our markets and our competitive positions therein. Such information is based on market data and our actual revenues in those markets for the relevant periods. We obtained this market information from various third-party sources (industry publications, surveys and forecasts) and our own internal estimates. We have not independently verified these third-party sources and cannot guarantee their accuracy or completeness and our internal surveys and estimates have not been verified by independent experts or other independent sources. Viridien - 2025 Combined General Meeting