Valeo Shareholders’ Meeting 2024

The shareholders approved the financial statements for the year ended December 31, 2023 as well as a dividend distribution of 0.40 euro per share. The ex-dividend date is set at May 28, 2024, and the record date at May 29, 2024. The dividend will be paid on May 30, 2024.

The shareholders renewed the term of office of the Fonds Stratégique de Participations, represented by Julie Avrane as (independent) director, and appointed Sascha Zahnd and Beatriz Puente as (independent) directors, for a period of four years. Following the expiry of Thierry Moulonguet and Ulrike Steinhorst’s terms of office at the end of the Shareholders’ Meeting, the Chairman of the Board reiterated his warm thanks for their involvement and the remarkable work they have carried out over more than 12 years as part of the Board of Directors and its specialized Committees.

In addition, the Shareholders’ Meeting also appointed Eric Chauvirey as director representing employee shareholders, for a period of four years, with Yann Le Pêcheur as his substitute.

At the end of the Shareholders’ Meeting, the Board of Directors therefore comprises 15 directors, including 2 directors representing employees and one director representing employee shareholders. 92% of the directors are independent and 42% of the directors are women (excluding employee directors). The composition of specialized Committees of the Board and their chairs have also been reviewed to reflect these developments, with Véronique Weill now chairing the Audit and Risks Committee and Alexandre Dayon now chairing the Compensation Committee and the Governance, Appointments and Corporate Social Responsibility Committee (Patrick Sayer will continue to chair the Strategy Committee). It should also be noted that Julie Avrane, permanent representative of the Fonds Stratégique de Participations, is now in charge of CSR matters within the Governance, Appointments and Corporate Social Responsibility Committee. The new composition of the Board of Directors and its specialized Committees are set out in full in Appendix 1 below.

The Shareholders’ Meeting also approved the compensation paid or granted to Directors and Executive Corporate Officers for the 2023 financial year (ex post votes) as well as the compensation policies applicable to Directors and Executive Corporate Officers for the 2024 financial year (ex ante votes).

Finally, the shareholders decided to appoint Mazars, statutory auditors of the Company, as auditor in charge of the certification of information related to sustainability. The shareholders also approved the renewal of the authorisation to allot free shares.

Composition of the Board of Directors and its specialized Committees at the end of the Shareholders’ Meeting dated May 23, 2024

Composition of the Board of Directors

Gilles Michel, Chairman of the Board of Directors (independent)
Christophe Périllat, Chief Executive Officer
Bruno Bézard, independent director
Bpifrance Participations, represented by Alexandre Ossola, independent director
Eric Chauvirey, director representing employee shareholders
Alexandre Dayon, independent director
Fonds Stratégique de Participations, represented by Julie Avrane, independent director
Stéphanie Frachet, independent director
Mari-Noëlle Jégo-Laveissière, independent director
Eric Poton, director representing employees
Beatriz Puente, independent director
Patrick Sayer, independent director
Grzegorz Szelag, director representing employees
Véronique Weill, independent director
Sascha Zahnd, independent director

Composition of the Board of Directors’ specialized Committees

Audit and Risks Committee: Véronique Weill (Chair), Bruno Bézard, Bpifrance Participations represented by Alexandre Ossola, Eric Chauvirey, Fonds Stratégique de Participations represented by Julie Avrane, Mari-Noëlle Jégo-Laveissière and Beatriz Puente

Governance, Appointments and Corporate Social Responsibility Committee: Alexandre Dayon (Chair), Fonds Stratégique de Participations represented by Julie Avrane in charge of CSR matters, Stéphanie Frachet, Eric Poton and Patrick Sayer

Compensation Committee: Alexandre Dayon (Chair), Fonds Stratégique de Participations represented by Julie Avrane, Stéphanie Frachet, Eric Poton and Patrick Sayer

Strategy Committee: Patrick Sayer (Chair), Bpifrance Participations represented by Alexandre Ossola, Alexandre Dayon, Stéphanie Frachet, Grzegorz Szelag and Sascha Zahnd