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Valeo — Shareholder Meeting (May 2023)
119 slides from Valeo's shareholder meeting presentation, May 2023
Slide 1: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 2: Opening
OPENING Gilles MICHEL CHAIRMAN OF THE BOARD OF DIRECTORS, VALEO 2
Slide 3: Quorum
QUORUM Eric Antoine FREDETTE GENERAL COUNSEL AND GENERAL SECRETARY 3
Slide 4: Agenda
AGENDA Eric Antoine FREDETTE GENERAL COUNSEL AND GENERAL SECRETARY 4
Slide 5: Agenda for the Ordinary Shareholders' Meeting
AGENDA FOR THE ORDINARY SHAREHOLDERS’ MEETING 1. Approval of the parent company financial statements for the financial year ended December 31, 2022; 2. Approval of the consolidated financial statements for the financial year ended December 31, 2022; 3. Allocation of earnings for the financial year e
Slide 6: Agenda for the Extraordinary Shareholders' Meeting
AGENDA FOR THE EXTRAORDINARY SHAREHOLDERS’ MEETING 18. Delegation of authority to the Board of Directors to decide to issue shares and/or securities giving access, immediately or in the future, to the Company's or a subsidiary's share capital, with maintenance of the shareholders' preferential subsc
Slide 7: Agenda for the Extraordinary Shareholders' Meeting (continued)
AGENDA FOR THE EXTRAORDINARY SHAREHOLDERS’ MEETING 25. Delegation of authority to the Board of Directors to decide to issue shares and/or securities giving access, immediately or in the future, to the Company's share capital reserved to members of a savings plan, with cancellation of the shareholder
Slide 8: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 9: Reports Presentations
Shareholders’ Meeting 2024 Valeo | 1C<G-
Slide 10: Governance, Appointments and CSR Committee and Compensation Committee
GOVERNANCE, APPOINTMENTS AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND COMPENSATION COMMITTEE Véronique WEILL INDEPENDENT DIRECTOR, CHAIRPERSON OF THE GOVERNANCE, APPOINTMENTS AND CORPORATE SOCIAL RESPONSIBILITY AND OF THE COMPENSATION COMMITTEES, AND MEMBER OF THE AUDIT AND RISKS COMMITTEE 10
Slide 11: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 12: Audit and Risks Committee
AUDIT AND RISKS COMMITTEE Thierry MOULONGUET INDEPENDENT DIRECTOR, CHAIRMAN OF THE AUDIT AND RISKS COMMITTEE AND MEMBER OF THE STRATEGY COMMITTEE 12
Slide 13: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 14: Christophe Périllat
Christophe PÉRILLAT CHIEF EXECUTIVE OFFICER AND DIRECTOR, VALEO
Slide 15: The Automotive Industry Is Transforming
THE AUTOMOTIVE INDUSTRY IS TRANSFORMING ELECTRIFICATION ACCELERATION ADAS ACCELERATION 15
Slide 16: The Automotive Industry Is Transforming: Electrification and ADAS Markets
THE AUTOMOTIVE INDUSTRY IS TRANSFORMING ELECTRIFICATION ACCELERATION ADAS ACCELERATION €200bn ELECTRIFICATION SYSTEMS ADAS MARKET* €120bn MARKET* €150bn €90bn €60bn x6.5 x8 x5 €25bn €30bn x3 €15bn x4 x1.5 2021 2025 2030 2035 2021 2025 2030 2035 *Automotive and new mobility 16 source : Valeo
Slide 17: Electrification Acceleration
THE AUTOMOTIVE INDUSTRY IS TRANSFORMING ELECTRIFICATION ACCELERATION 7.26M 11.4% PURE BATTERY ELECTRIC OF THE CARS* MARKET** 2022 * source : EV-Volumes ** of passenger vehicles 17
Slide 18: Electrification Acceleration by Region
THE AUTOMOTIVE INDUSTRY IS TRANSFORMING ELECTRIFICATION ACCELERATION North 6% Europe 14% 22% China America Proportion of pure battery % electric vehicles sold in the region in 2022 source: EV-Volumes 18
Slide 19: ADAS Acceleration
THE AUTOMOTIVE INDUSTRY IS TRANSFORMING ADAS ACCELERATION 19
Slide 20: ADAS Acceleration: Regulations and Robotaxis
THE AUTOMOTIVE INDUSTRY IS TRANSFORMING ADAS ACCELERATION REGULATIONS ROBOTAXIS 20
Slide 21: Shareholders' Meeting 2024
Shareholders’ Meeting 2024 Mo VE Valeo Valeo 1CG- 2
Slide 22: From Mobility Revolution to Value Creation
FROM MOBILITY REVOLUTION TO VALUE CREATION ELECTRIFICATION ADAS ACCELERATION ACCELERATION INTERIOR LIGHTING EXPERIENCE EVERYWHERE REINVENTION 22
Slide 23: Limited Legacy Business
LIMITED LEGACY BUSINESS 2021 2025 2030 OEM SALES OEM SALES OEM SALES ICE legacy Products EV & xEV* Powertrain agnostic *Including Plug in & Hybrid 23
Slide 24: Technologies Beyond Automotive
TECHNOLOGIES BEYOND AUTOMOTIVE MICROMOBILITY NEW MOBILITIES INFRASTRUCTURES 24
Slide 25: Benchmark in Our Industry
BENCHMARK IN OUR INDUSTRY #1 IN THE AUTOMOTIVE MOST REPRESENTED SUPPLIER IN ESG INDUSTRY* INDICES * excl. Tyre companies 25
Slide 26: Valeo Acceleration in 2022
VALEO ACCELERATION IN 2022 26
Slide 27: Creation of a Champion in Electrification by Integrating VSeA
CREATION OF A CHAMPION IN ELECTRIFICATION BY INTEGRATING VSeA ● INTEGRATION OF VSeA ON JULY 4, 2022 AS PLANNED ● ● IMPROVED PROFITABILITY IN LINE WITH THE PLAN SYNERGIES IN LINE WITH THE PLAN +32% SALES RELATED TO HIGH- VOLTAGE ELECTRIFICATION IN 2022 27
Slide 28: ADAS Acceleration
ADAS ACCELERATION +29% OF SALES RELATED TO ADAS IN 2022 28
Slide 29: Strategic Order Intake in ADAS: Neue Klasse Platform
STRATEGIC ORDER INTAKE IN ADAS SOFTWARE DOMAIN SENSORS CONTROLLERS ‘Neue Klasse’ Platform 29
Slide 30: Strategic Order Intake in ADAS: LiDAR Gen 3
STRATEGIC ORDER INTAKE IN ADAS LiDAR Gen 3 VALEO FOR LEVEL 3 AUTOMATION 30
Slide 31: Interior Experience
HEAD-UP CONNECTIVITY DISPLAYS 5G, GPS, V2X 3.2Bn€ ORDER INTAKE INTERIOR SMART SURFACES MONITORING SYSTEM 31
Slide 32: Lighting Everywhere
LIGHTING EVERYWHERE FIRST ORDERS FOR FRONT FASCIAS AND LOGO LIGHTS PARTNERSHIPS SIGNED WITH FRONT GRID SPECIALISTS 32
Slide 33: FY 2022 Guidance Achieved in a Challenging Environment
FY 2022 GUIDANCE ACHIEVED IN A CHALLENGING ENVIRONMENT FY Guidance 2022 FY Results 2022 Sales 19.2 - 20.0 Mds € 20.0 Mds € EBITDA (as % of sales) 11.8% - 12.3% 12% Operating margin (as % of sales) 3.2% - 3.7% 3.2% Free cash flow 320 M€ 388 M€ 33
Slide 34: Strong Increase in Order Intake
STRONG INCREASE IN ORDER INTAKE +48% SIGNIFICANTLY HIGHER MARGIN THAN MOVE UP IN 2025 32.6Bn€ 34
Slide 35: A Solid Start to 2023
Shareholders’ Meeting 2024 A SOLID START TO 2023 Valeo | 1C<G-
Slide 36: A Solid Start to 2023
A SOLID START TO 2023 DRIVEN BY ACCELERATION IN ELECTRIFICATION AND ADAS SALES IN HIGH VOLTAGE +69% POWERTRAIN 5.5Bn€ SALES Q1 2023 +21% SALES IN ADAS +15% 36
Slide 37: Strong Commercial Momentum for Powertrain Systems
STRONG COMMERCIAL MOMENTUM FOR POWERTRAIN SYSTEMS BUSINESS GROUP 4Bn€ ORDER INTAKE ON PRODUCTS RELATED TO HIGH VOLTAGE ELECTRIFICATION IN ONLY 4 MONTHS 37
Slide 38: Strong Commercial Momentum in ADAS
STRONG COMMERCIAL MOMENTUM IN ADAS 1Bn€ 2 TOTAL ORDERS* MAJOR CONTRACTS SIGNED FOR SCALA3 * cumulated orders over one year 38
Slide 39: Strong Commercial Momentum in ADAS: Major Software Contract
STRONG COMMERCIAL MOMENTUM IN ADAS 1 VALEO DEVELOPMENT ● ADAS High Performance Computer MAJOR CONTRACT IN SOFTWARE ● Zonal controllers ● ADAS sensors DEFINED VEHICLE ● Cooperation on software WITH development ● On-board application software, including automated parking functions Integration into Ren
Slide 40: Aftermarket Business Maintains Strong Momentum
AFTERMARKET BUSINESS MAINTAINS STRONG MOMENTUM +6% 615M€ Impact & sustainability through recycling Strong momentum Q1 sales after high growth 1M products in 2022 remanufactured in 2022 +16% lfl growth in Q1 2022 Valeo receives an 3 Supplier Awards Innovation award for from International EverguardTM
Slide 41: 2023 Guidance Confirmed in Line with Move Up Plan
2023 GUIDANCE CONFIRMED IN LINE WITH OUR MOVE UP PLAN 2022 published 2022 adjusted* 2023 guidance ** Move Up 2025 Sales€ €20.0 Bn €20.4 Bn €22 - €23 Bn ~27.5 Bn € EBITDA (as % of sales) 12% 11.4% 11,5% - 12,3% ~14.5% Operating margin (as % of 3.2% 2.4% 3.2% - 4% ~6.5% sales) Free cash flow €388m €20
Slide 42: 2030 Ambitions
2030 AMBITIONS ELECTRIFICATION ADAS ACCELERATION ACCELERATION 2030 SALES >40Bn€ LIGHTING EVERYWHERE INTERIOR EXPERIENCE REINVENTION 42
Slide 43: A Century of Innovation
A CENTURY OF INNOVATION Shareholders’ Meeting 2023 Valeo | 1C<G- es
Slide 44: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 45: FY 2022 Results & Q1 2023 Sales
FY 2022 RESULTS & Q1 2023 SALES Robert CHARVIER CHIEF FINANCIAL OFFICER 45
Slide 46: FY 2022 Results
Shareholders’ Meeting 2024 FY 2022 R C A Valeo 1CG-
Slide 47: 2022, A Turbulent Environment Weighing on Production & Input Costs
2022, A TURBULENT ENVIRONMENT WEIGHING ON PRODUCTION & INPUT COSTS GLOBAL LIGHT VEHICLE PRODUCTION Vehicle losses vs pre-crisis level >50 BN ELECTRONIC COMPONENTS components 20,000+ Million units purchased références SHORTAGE every year (14.4) (11.8) 89.0 LOCKDOWN IN KEY CHINESE CITIES IN Q2 77.2 82
Slide 48: 2022 Order Intake Driven by Electrification and ADAS
2022, 32 Bn€ ORDER INTAKE, DRIVEN BY ELECTRIFICATION AND ADAS +48% Order intake 2/3 of thermal system and powertrain systems business groups orders intakes are related to high-voltage EV 32.6Bn€* 22.1Bn€* 3x Order intake related to ADAS systems are multiplied by 3 FY 2021 FY 2022 *Including High Vol
Slide 49: 2022 Revenue Growth, Up 9% Like-for-Like
2022 REVENUE GROWTH, UP 9% like-for- like OEM ORGANIC GROWTH, UP 10% +10% lfl growth vs. 2021 +3pts outperformance* OEM Sales 16,748 M€ Group Sales 20,037 M€ +9% lfl growth vs. 2021 +9% lfl growth vs. 2021 Aftermarket Sales 2,256 M€ * vs S&P Global Mobility estimates as of February 16th, 2023 49
Slide 50: 2022 Operating Margin at 3.2% of Sales in Line with Guidance
2022 OPERATING MARGIN AT 3.2% OF SALES IN LINE WITH GUIDANCE (€M) 2021 2022 Variation Total Sales 17,262 20,037 +16% Operating Margin excluding JV & Associates 699 635 -9% (as a % of sales) 4,0% 3,2% -80bps JV & Associates -243 115 na Operating Margin including JV & Associates 456 750 +64% (as a % o
Slide 51: Solid Cash Generation
SOLID CASH GENERATION ABOVE FY 2022 GUIDANCE (M€) 2021 2022 EBITDA 2 308 2 401 Change in operating working capital -460 99 Investment outflows -1109 -1289 CAPEX (excl. capitalized R&D) -678 -753 Capitalized R&D -431 -536 Free Cash Flow (en M€) 292 388 51
Slide 52: 2022 Leverage Ratio of 1.67x EBITDA
2022, LEVERAGE RATIO OF 1.67x EBITDA DELEVERAGING PRIORITY CONFIRMED NET DEBT/ EBITDA ratio Gearing ratio 1.67x Significant headroom vs covenant: 105% Net debt/EBITDA < 3.5 Long-term Perspective Short-term Moody's Baa3 Négative Prime-3 S&P BB+ Stable B 52
Slide 53: €500M in Disposals of Non-Strategic Assets Progress Report
€500M IN DISPOSALS OF NON-STRATEGIC ASSETS PROGRESS REPORT Wave 1 Wave 2 Wave 3 Agreement for the sale of 3 Advanced discussions for Additional assets to be assets for a total amount of additional asset disposals for disposed of have been €80m a total amount of around identified €120m These disposal
Slide 54: Dividend Proposal of 0.38€ per Share
DIVIDEND PROPOSAL OF 0.38€ PER SHARE 0.38€/ 0.35€ / share share 0.30€ / share 2020 2021 2022 54
Slide 55: Q1 2023
Shareholders’ Meeting 2024 Q1 2023 =) CJ Valeo 1CG-
Slide 56: A Strong Start in Q1 2023
A STRONG START IN Q1 2023 GUIDANCE 2023 CONFIRMED +15% OEM Sales 5,482M +13% +7 pts Sales like-for-like adjusted growth* performance** adjusted Incl. high-voltage electric powertrain €362m Aftermarket Sales +6% Strong momentum maintained like-for-like adjusted growth* DRIVEN BY DRIVEN BY ADAS +69% E
Slide 57: ADAS and Electrification Acceleration
ADAS AND ELECTRIFICATION ACCELERATION Comfort & Driving Assistance Systems Powertrain Systems Business Group (PTS) Business Group (CDA) +14 pts adjusted performance* +11 pts performance +20% OEM sales lfl adjusted growth* +17% OEM sales lfl growth +10% OEM sales lfl growth ADAS Interior experience O
Slide 58: Objectives 2023 Confirmed
OBJECTIVES 2023 CONFIRMED 2022 2022 adjusted* 2023 guidance** published Given the uncertainty regarding automotive production in our Sales (in billions of euros) 20.0 20.4 22.0 - 23.0 main business regions, and taking into account net inflation and cost reduction measures, we are setting the followi
Slide 59: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 60: From Commitment to Delivery
FROM COMMITMENT TO DELIVERY Geoffrey BOUQUOT GROUP CTO AND SENIOR VICE PRESIDENT STRATEGY 60
Slide 61: Valeo Commitment to UN Sustainable Development Goals
VALEO COMMITMENT TO UN SUSTAINABLE DEVELOPMENT GOALS (SDG) ATTRACTING AND RETAINING TALENT DECARBONIZED MOBILITY PROMOTION & RESPECT PRODUCT ECO- DESIGN LIVEABLE CITIES OPTIMAL WORKING LEADER IN CONDITIONS TECH INNOVATION 61
Slide 62: Sustainable Development at Valeo: 4 Pillars
SUSTAINABLE DEVELOPMENT AT VALEO 4 PILLARS INNOVATION ENVIRONMENTAL ECO-EFFICIENCY Solutions for decarbonised mobility Carbon efficiency of the production Waste Water EMPLOYEES SOCIETAL Consistency of the whole Health & safety Trainings value chain Engagement with local Promoting diversity Quality o
Slide 63: Valeo Carbon Neutrality Plan
VALEO CARBON NEUTRALITY PLAN OUR CAP 50 MISSION 2019 63
Slide 64: Valeo's Carbon Neutrality Commitment
VALEO’S CARBON NEUTRALITY COMMITMENT Base Carbon -9% -17% 2022 Target year Neutral 47.4 SBTi SBTi SBTi 49.6 45.2 45.3 41.4 2019 2022 achievements 2025 2030 2050 lower than targets objective objective objective Emissions (Scopes 1, 2 & 3) MtCO2eq. | 2022 SBTi results represents 9% reduction vs the 20
Slide 65: Scopes 1 & 2 Commitments and 2022 Results
SCOPES 1 & 2 COMMITMENTS AND 2022 RESULTS Levers 2019 Data 2022 Results Target 2025 Target 2030 40% Number of ISO 50001 certified 18% 40% 65% sites * SCOPES 1&2 % of low carbon 1.1 Mt eq CO2 * electricity purchased 5.5% 40% 50% 80% -75% 39% Scope 1&2 CO2 0.28 Mt eq CO2 reduction 0% 41% 75% vs 2019 4
Slide 66: Scope 1: Energy Efficiency and Gas Elimination
SCOPE 1 : ENERGY EFFICIENCY AND GAS ELIMINATION Savings SCOPE 1 VALEO 371 tonnes CO2e / year FACTORIES Compressed air/leakages fixed Daegu, Korea 66
Slide 67: Scope 1: Energy Efficiency and Gas Elimination
SCOPE 1 : ENERGY EFFICIENCY AND GAS ELIMINATION Savings SCOPE 1 VALEO 289 tonnes CO2e / year FACTORIES Energy efficient inverters Nanjing, China 67
Slide 68: Scope 1: Energy Efficiency and Gas Elimination
SCOPE 1 : ENERGY EFFICIENCY AND GAS ELIMINATION Savings SCOPE 1 VALEO’S 246 tonnes CO2e per year FACTORIES Controlled air flow on injection machine Chrzanow, Poland 68
Slide 69: Scope 1: Energy Efficiency and Gas Elimination
SCOPE 1 : ENERGY EFFICIENCY AND GAS ELIMINATION Savings SCOPE 1 VALEO’S 38 tonnes CO2e / year FACTORIES Calories recovery compressor Chatellerault, France 69
Slide 70: Scope 1 and 2: Low Carbon Energy Self Production
SCOPE 1 AND 2: LOW CARBON ENERGY SELF PRODUCTION SCOPE 1 VALEO’S Solar panels savings FACTORIES 3,444 Ton CO2e / year. Shenyang, China 2,920 Ton CO2e / year. Penang, Malaisia SCOPE 2 ENERGY SUPPLY 70
Slide 71: Scope 3 Upstream Commitments and 2022 Results
SCOPE 3 UPSTREAM COMMITMENTS AND 2022 RESULTS Levers 2019 Data 2022 Results 2025 Target Target 2030 Share (%) of SCOPE 3 85% production purchases with 80% 82% >90% UPSTREAM Sustainability practices assessed 9.5 Mt eq CO2* -15% % supplier 23% sustainability maturity Level 3 0% 50% 80% 8.1 Mt eq CO2 -
Slide 72: Bio-Sourced Development: A Material Success Story
BIO-SOURCED DEVELOPMENT: A MATERIAL SUCCESS STORY FROM PLANTS TO RADIATOR HOUSING PLANT SEEDS OIL PLASTICS RADIATOR HOUSING Castor plant EXTRACTION Crude oil polyamide substitution PA66 par PA4-10 RESPONSIBLE SOURCING # 50% BIO-BASED In PA4-10GF30 (in weight on total compound) 72
Slide 73: Bio-Sourced Development: A Material Success Story
BIO-SOURCED DEVELOPMENT: A MATERIAL SUCCESS STORY 73
Slide 74: Bio-Sourced Development: A Material Success Story
BIO-SOURCED DEVELOPMENT A MATERIAL SUCCESS STORY 74
Slide 75: Scope 3 Downstream Commitments and 2022 Results
SCOPE 3 UPSTREAM COMMITMENTS AND 2022 RESULTS Levers 2019 Data 2022 Results 2025 Target 2030 Target SCOPE 3 Share of products DOWNSTREAM 60% contributing to the 39 Mt eq CO * 2 reduction of GHG- 57% >50% >50% Greenhouse Gas -15% SBTi emissions Scope 3 downstream 33.1 Mt eq CO 2 SBTi CO2e SBTi reduct
Slide 76: Scope 3 Downstream: Energy Efficiency and Lighter Material
SCOPE 3 DOWNSTREAM ENERGY EFFICIENCY AND LIGHTER MATERIAL FULL HALOGEN TO FULL LED ELIMINATION OF RARE REPLACED STEEL & TECHNOLOGY EARTHS ALUMINUM BY ORGANOSHEET -40% CO2e -30% CO2e -50% CO2e reduction reduction reduction VLS: Front lamps PTS: eMotor THS: front-end module or battery cooling 76
Slide 77: Valeo Goes for Circular Economy with 4R Framework
VALEO GOES FOR CIRCULAR ECONOMY WITH 4R FRAMEWORK R OBUST DESIGN R ECYCLE(D) CIRCULAR ECONOMY VALEO 4Rs R EMANUFACTURING R EPAIR 77 VERSION UK
Slide 78: Benchmark in Our Industry
BENCHMARK IN OUR INDUSTRY #1 IN THE AUTOMOTIVE MOST REPRESENTED SUPPLIER IN ESG INDUSTRY* INDICES * excl. Tyre companies 78
Slide 79: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 80: Statutory Auditors' Reports
STATUTORY AUDITORS’ REPORTS Jean-Marc DESLANDES STATUTORY AUDITOR REPRESENTING MAZARS 80
Slide 81: Statutory Auditors' Reports: Ordinary General Shareholders' Meeting
STATUTORY AUDITORS' REPORTS ORDINARY GENERAL SHAREHOLDERS’ MEETING • Report on the consolidated financial statements • Report on the annual financial statements • Report on related party agreements 81
Slide 82: Reports on the Consolidated and Parent Company Financial Statements
REPORTS ON THE CONSOLIDATED AND THE PARENT COMPANY FINANCIAL STATEMENTS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS (Valeo group) Pages 426 to 431 (2022 Universal Registration Document) ■ In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilitie
Slide 83: Report on Related Party Agreements
REPORT ON RELATED PARTY AGREEMENTS REPORT ON RELATED PARTY AGREEMENTS Page 461 (2022 Universal Registration Document) ■ We have not been advised of any agreements authorized and entered into during the year under review that are subject to approval by the Shareholders' Meeting pursuant to Article L.
Slide 84: Reports to the Extraordinary General Shareholders' Meeting
REPORTS TO THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING • Authorisation and Delegation of authority to the Board of Directors to decide to issue shares and/or securities and to reduce the share capital by cancelling treasury shares. Delegation of authority to the Board of Directors to decide to i
Slide 85: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 86: Questions
Shareholders’ Meeting 2024 QU ESTIONS Valeo | 1C<G- 86
Slide 87: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY
Slide 88: Voting of Resolutions
Shareholders’ Meeting 2024 OF R WOTEINIC FSOLUTIONS Valeo | 1C<G-
Slide 89: Ordinary Meeting Resolution 1
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 1 ● Approval of the parent company financial statements for the financial year ended December 31, 2022 showing a net profit of 203,461,006.05 euros. 89
Slide 90: Ordinary Meeting Resolution 2
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 2 ● Approval of the consolidated financial statements for the financial year ended December 31, 2022. 90
Slide 91: Ordinary Meeting Resolution 3
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 3 ● Allocation of earnings for the financial year ended December 31, 2022 and setting of a dividend of EUR 0.38 per share. 91
Slide 92: Ordinary Meeting Resolution 4
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 4 ● Approval of agreements governed by Articles L. 225-38 et seq. of the French Commercial Code. 92
Slide 93: Ordinary Meeting Resolution 5
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 5 ● Ratification of the co-optation of Alexandre Dayon as director. 93
Slide 94: Ordinary Meeting Resolution 6
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 6 ● Ratification of the co-optation of Stéphanie Frachet as director. 94
Slide 95: Ordinary Meeting Resolution 7
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 7 ● Renewal of Stéphanie Frachet's term of office as director for a period of four years. 95
Slide 96: Ordinary Meeting Resolution 8
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 8 ● Renewal of Patrick Sayer's term of office as director for a period of four years. 96
Slide 97: Ordinary Meeting Resolution 9
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 9 ● Approval of the information relating to the compensation of the corporate officers in respect of 2022. 97
Slide 98: Ordinary Meeting Resolution 10
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 10 ● Approval of the compensation of Jacques Aschenbroich as Chairman and Chief Executive Officer from January 1 to January 26, 2022. 98
Slide 99: Ordinary Meeting Resolution 11
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 11 ● Approval of the compensation of Jacques Aschenbroich as Chairman of the Board of Directors from January 26 to December 31, 2022. 99
Slide 100: Ordinary Meeting Resolution 12
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 12 ● Approval of the compensation of Christophe Périllat as Deputy Chief Executive Officer from January 1 to January 26, 2022. 100
Slide 101: Ordinary Meeting Resolution 13
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 13 ● Approval of the compensation of Christophe Périllat as Chief Executive Officer from January 26 to December 31, 2022. 101
Slide 102: Ordinary Meeting Resolution 14
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 14 ● Approval of the compensation policy applicable to the directors in respect of 2023. 102
Slide 103: Ordinary Meeting Resolution 15
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 15 ● Approval of the compensation policy applicable to the Chairman of the Board of Directors in respect of 2023. 103
Slide 104: Ordinary Meeting Resolution 16
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 16 ● Approval of the compensation policy applicable to the Chief Executive Officer in respect of 2023. 104
Slide 105: Ordinary Meeting Resolution 17
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 17 ● Authorisation for the Board of Directors to carry out transactions in shares of the Company within the framework of the buyback program, for a period of 18 months. 105
Slide 106: Extraordinary Meeting Resolution 18
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 18 ● Delegation of authority to the Board of Directors to decide to issue shares and/or securities giving access to the Company's or a subsidiary's share capital, with maintenance of the shareholders' preferential subscription right, for a period of 26
Slide 107: Extraordinary Meeting Resolution 19
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 19 ● Delegation of authority to the Board of Directors to decide to issue shares and/or securities giving access to the Company's or a subsidiary's share capital, by way of public offerings, with cancellation of the shareholders' preferential subscripti
Slide 108: Extraordinary Meeting Resolution 20
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 20 ● Delegation of authority to the Board of Directors to decide to issue shares and/or securities giving access to the Company's or a subsidiary's share capital by way of “private placement”, with cancellation of the shareholders' preferential subscrip
Slide 109: Extraordinary Meeting Resolution 21
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 21 ● Authorisation for the Board of Directors, in the event of an issuance with cancellation of the shareholders’ preferential subscription right, to set the issue price based on terms set by the Shareholders’ Meeting within the limit of 10% of the shar
Slide 110: Extraordinary Meeting Resolution 22
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 22 ● Delegation of authority to the Board of Directors to increase the number of securities to be issued in a rights issue with maintenance or cancellation of the shareholders' preferential subscription right within the framework of options for over-all
Slide 111: Extraordinary Meeting Resolution 23
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 23 ● Delegation of authority to the Board of Directors to increase the share capital by capitalisation of premiums, reserves, profits or other amounts that may be capitalised, for a period of 26 months. 111
Slide 112: Extraordinary Meeting Resolution 24
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 24 ● Delegation of powers to the Board of Directors to proceed with the issue of shares and/or securities giving access to the Company's share capital to be used as remuneration for contributions in kind granted to the Company, without the shareholders'
Slide 113: Extraordinary Meeting Resolution 25
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 25 ● Delegation of authority to the Board of Directors to decide to issue shares and/or securities giving access to the Company's share capital reserved to members of a savings plan, with cancellation of the shareholders' preferential subscription right
Slide 114: Extraordinary Meeting Resolution 26
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 26 ● Authorisation for the Board of Directors to award existing shares or issue new shares free of charge to Group employees and corporate officers, with waiver from the shareholders of their preferential subscription right, for a period of 26 months. 1
Slide 115: Extraordinary Meeting Resolution 27
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 27 ● Authorisation for the Board of Directors to reduce the share capital by cancelling treasury shares, for a period of 26 months. 115
Slide 116: Extraordinary Meeting Resolution 28
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 28 ● Amendment to the articles of association to allow a more flexible implementation of the staggering of the Board of Directors' terms of office. 116
Slide 117: Extraordinary Meeting Resolution 29
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTION 29 ● Amendment to the articles of association to define the terms of appointment of the director representing employee shareholders. 117
Slide 118: Ordinary Meeting Resolution 30
ORDINARY SHAREHOLDERS’ MEETING RESOLUTION 30 ● Powers to complete formalities required by law as a result of the holding of the Shareholders’ Meeting. 118
Slide 119: Shareholders' Meeting 2024
Valeo 1C<- Shareholders’ Meeting 2024 SMART TECHNOLOGY FOR SMARTER MOBILITY