Virdien

The Board of Directors determines the orientations of the Company and the Group's activities and ensures their implementation in accordance with its corporate interest, taking into consideration the social and environmental aspects of its activity.

Board Structure:

• 9 DIRECTORS
• 87.5% are independent (excluding Director representing the employees)
• 50% are women (excluding Director representing the employees)
• 8 MEETINGS with 100% attendance rate

Board Composition:

• Sophie ZURQUIYAH - CEO and Director (End of term: GM 2026)
• Philippe SALLE - Chairman of the Board (End of term: GM 2025)
• Michael DALY - Director (End of term: GM 2025)
• Patrick CHOUPIN - Director representing the employees (End of term: GM 2025)
• Anne-France LACLIDE-DROUIN - Director (End of term: GM 2025)
• Amélie OYARZABAL - Director (End of term: GM 2028)
• Colette LEWINER - Director (End of term: GM 2027)
• Mario RUSCEV - Director (End of term: GM 2027)
• Olivier JOUVE - Director (End of term: GM 2028)

Board Committees:

• Audit and Risk Management Committee: 6 meetings, 100% attendance rate, 100% independence, 3 members
• Appointment, Remuneration and Governance Committee: 8 meetings, 97% attendance rate, 100% independence, 4 members
• Sustainability Committee: 3 meetings, 100% attendance rate, 100% independence, 4 members
• New Businesses and M&A Committee: 4 meetings, 95% attendance rate, 80% independence, 5 members

Diversity of Skills and Expertise:

• Energy, Oil and Gas: 67%
• Digitalization, Technology, IT: 78%
• Human Resources & Governance: 89%
• Mandates on Listed Company Boards: 56%
• Strategy: 89%
• Finance, Risk Management: 56%
• International Experience: 89%
• Company Management and Executive Experience: 89%
• Corporate Social Responsibility: 67%

Board Diversity:

• Average age: 62 years
• Gender balance: 50% women, 50% men (excluding employee director)
• Nationalities: France (67%), USA (25%), UK (8%)
• Independence: 87.5% independent directors

The functioning of the Board is governed by Internal Regulations available on the Company's website www.viridiengroup.com

Risk Management System

The Group has put in place processes and working practices to manage risks across the organization at all levels, across all business lines and support functions. The management of risks is fully integrated in the Group decision-making process. The main financial and non-financial risks, with potential impact on the Group's operational and financial objectives, its reputation or its compliance with laws and regulations, have been duly identified and evaluated.

The Group has implemented a risk management system throughout the organization (business lines and functions) to identify, assess and control risks:

• Risk identification: The identification of events that could have an impact on the Group is supported by a combination of techniques and tools including event inventories, internal analyses, risk interviews, process flow analysis, leading event indicators and loss event data methodologies
• Risk assessment: All identified risks are assessed and prioritized as per their criticality according to their impact (critical/major/significant/low) and likelihood of occurrence (almost certain/possible/rare/unlikely). In assessing risks, managers consider the residual risks (after mitigation measures and controls in place) and their potential impact on people, health and safety, environment, finance, compliance with laws and regulations and on the Group's reputation. Additional mitigation measures and plans may be set up to better manage these risks. Their progress against those plans is monitored on a regular basis
• Risk control: Risks are controlled through robust processes allowing their avoidance, reduction, sharing or acceptance. The Group develops comprehensive processes to reduce risk probability, risk severity or both. Control activities are followed from policies and procedures established to manage risks

The principles of the comprehensive risk management policy and framework are consistent with the recommendations issued by the professional standards (COSO ERM, ISO 31000, AMF).

The Group Risk Management System is managed by the Director of Risks Management and Insurance, who reports to the Finance and Legal organization.

Risk Mapping

One of the standardized tools of the Group's risk management program is the Risk Map, which provides a shared view of the risks having a potential material impact on the Group. Risk registers are used to classify the risks by nature: Business, Governance & Strategy risks, Operational risks, Information Assets & Technologies risks, People risks, Finance Risks and Legal, Regulatory & Compliance risks. The risk registers and the risk map are reviewed by the Executive Leadership team on an annual basis as per the Group's strategy or more frequently as appropriate. The Risk Map is presented to the Audit and Risk Management Committee on an annual basis.

Internal Control System

Viridien is listed in France and is therefore subject to the French Loi de sécurité financière. The Company complies with the 2013 COSO internal control integrated framework, established by the Committee of Sponsoring Organizations of the Treadeway Commission ("COSO 2013").

The internal control and risk management frameworks are designed to provide reasonable assurance regarding the achievement of objectives in the following areas:

• Safeguard of the resources and assets through the design, update and optimization of relevant processes
• Reliability and accuracy of financial information
• Compliance with applicable laws and regulations

The principal objective of our internal control and risk management system is to identify and control risks related to the activities of the Group, as well as the risks related to errors and omissions in accounting and financial reporting.

Control Environment

Viridien commits to act with integrity and professionalism across all locations, business lines and support functions. The Group's standards and expectations as regards to Integrity and Ethics are stated in our Ethics Policy and in the Code of Business Conduct, which apply to all Group's employees.

Internal Control Function: The Group has an Internal Control Department whose role is to support the organization in implementing and maintaining effective processes, and to ensure that control procedures effectively mitigate the identified risks. It also maintains our internal control framework and coordinates the evaluation system of internal control over financial reporting.

Internal Audit: The Internal Audit Department is an independent body that has direct access to the Executive Leadership team and reports to the Chief Executive Officer and to the Audit and Risk Management Committee. It assists the Executive Leadership team and the Audit and Risk Management Committee in carrying out their oversight responsibilities for the effectiveness of the Group's risk management, internal control and governance.

The Internal Audit Department evaluates internal controls based on the COSO 2013 framework and tools and in compliance with the Code of Conduct of the Institute of Internal Auditors (IIA). Internal Audit priorities are defined based on current operations, the assumed level of risk and Group risk analysis performed by Risk Management. The annual Internal Audit plan is defined by the Internal Audit Department and is approved by the Executive Leadership team and the Audit and Risk Management Committee.

Strategy

Our strategy is to deliver the leading technology, data, equipment and services that help our industry to discover and responsibly manage the Earth's natural resources. We provide the best understanding of the subsurface – always increasing the precision and the value that we bring to the Exploration, Development and Production value chain.

We are a People, Data and Technology Company with strong and growing leadership positions in our three core businesses of Geoscience, Earth Data and Sensing & Monitoring. Viridien has set three clear objectives:

1. Ensuring the Group's Sustainability

First and foremost, we need to ensure that our Group generates positive net cash flow throughout industry cycles thanks to our asset-light business model.

2. Reinforcing and Taking Advantage of Our Know-How

Secondly, we must reinforce our businesses that are already performing well and capitalize on our capabilities and expertise so that Viridien can grow in an improving market. Viridien will continue to invest in human capital and R&D, specifically in development of algorithms, software, high-performance computing and digital platform, to further strengthen its Geoscience activities that continue to maintain leading market share as a result of their technology differentiation. Viridien will also continue to pursue its investment strategy in the Earth Data business, which has also always performed well. In Sensing and Monitoring, Viridien continues to lead the market as a result of its continuing investments in R&D.

3. Diversifying Our Expertise and Industry-Leading Capabilities

Thirdly, we want to diversify our core expertise and industry-leading capabilities outside the traditional oil and gas activities. We want to build on our expertise in new markets adjacent to the ones where we operate today, such as low carbon energy (Carbon Capture Utilization and Storage, minerals and mining), digital platform and the use of analytical technologies, artificial intelligence and machine learning, High Performance Computing (HPC), or Structural Health Monitoring (SHM).

Business Model

Company Overview: Viridien is a global technology and HPC leader that provides data, products, services and solutions in Earth science, data science, sensing and monitoring. Our unique portfolio supports our clients in efficiently and responsibly solving complex digital, energy transition, natural resource, environmental, and infrastructure challenges for a more sustainable future. Viridien employs around 3,400 people worldwide.

Capital Resources:

• Financial: EQUITY: $1.12bn, NET DEBT: $921m, LIQUIDITY: $392m, CAPITAL EMPLOYED: $2.044bn
• Industrial: MANUFACTURING SITES: 5, IMAGING CENTERS: 23, DATACENTERS: 3
• Human: PERMANENT EMPLOYEES: 3,378, NATIONALITIES: 86, GENDER DIVERSITY: 70%/30%
• Intellectual: R&D INVESTMENT: $57m, EMPLOYEES IN R&D: 509, PATENTS: 915

Value Creation:

• Financial: SEGMENT REVENUE GROWTH: -1%, SEGMENT ADJUSTED EBITDAS MARGIN: 41%, NET CASH FLOW: $56m
• Industrial: PRODUCTION/HEAD: $343K, K. CHANNELS DELIVERED: 233, STREAMER SECTIONS DELIVERED: 338
• Human: EMPLOYEES WITH >5 YEARS SENIORITY: 68%
• Environmental: Direct & Indirect GHG emissions - Scope 1: 2 kt eq. CO2, Scope 2: 14 kt eq. CO2, POWER EFFICIENCY (PUE): 1.33, % OF REVENUES ALIGNED TO TAXONOMY: 32.3%

Business Description

Viridien is organized into two segments:

1. Data, Digital & Energy Transition (DDE)

Includes Geoscience (GEO) and Earth Data (EDA)

• Revenue 2024: $787 million (70% of consolidated revenues)
• Geoscience: Advanced subsurface imaging with 23 data imaging centers globally providing region-specific expertise and technology. Computing power: 520 Pflops. Production/head: $343k.
• Earth Data: Portfolio of geographical opportunities building geoscience database with high prefunding. Investment in surveys: $252m. Data library regional split: Europe-Africa 38%, Latin America 29%, North America 24%, Others 9%.

2. Sensing & Monitoring (SMO)

Offers full spectrum of systems, sensors, sources for seismic acquisition and structural health monitoring through Sercel brand.

• Revenue 2024: $330 million (30% of consolidated revenues)
• Production breakdown: Land $157m, Marine $117m, BTC $56m

Geographic Revenue Distribution 2024:

• North America: $282m (23%)
• Latin America: $192m (16%)
• Europe, Africa, and Middle East: $547m (45%)
• Asia Pacific: $191m (16%)

Strategy Implementation

Growing Core Businesses: We continue to invest in key high-end geoscience technologies. In 2024, Geoscience segment revenue grew 20% year-on-year, outperforming E&P capex. Earth Data segment sales were up 14% year-on-year, with prefunding rate of 81%.

New Businesses Growth: New Businesses achieved over 30% growth in 2024, reaching close to $120 million revenue, with strongest contributors being Carbon Storage and Infrastructure Monitoring.

Technology Leadership: We continually develop technologies to improve high-quality images, with key developments in full waveform inversion (FWI) and FWI Imaging, especially when combined with high-end data acquisition such as OBN (ocean bottom node).

Market Environment: The industry has stabilized with improved visibility. E&P companies can achieve goals with oil prices of US$65-85 per barrel. Offshore exploration gaining traction as clients seek to replenish opportunity portfolios. Core basins in US Gulf, Norway, and Brazil benefit from this environment.

Financial Performance 2024: Generated organic positive net cash-flow of US$56 million, exceeding initial target of c.US$30 million. Net debt reduced to US$921 million through US$60 million bond repurchase.