Cp Aga 2020 Version Anglaise 20042020

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Allotment of performance shares
Further to the Compensation Committee's recommendation and pursuant to the nineteenth resolution of the General Shareholders' Meeting of May 23, 2019 in force for a 26-month period as from this
General Shareholders' Meeting, the Board of Directors, at its meeting on March 24, 2020, decided to allot 2,342,306 free shares and performance shares to employees and corporate officers of the Group,
including 130,000 performance shares for the Chairman and Chief Executive Officer.

The terms and conditions for the allotment of performance shares comply with the 2020
compensation policy of the Chairman and Chief Executive Officer (the 2020 Compensation Policy of the Chairman and Chief Executive Officer) which will be submitted to the General
Shareholders' Meeting of June 25, 2020 for approval. The terms and conditions for the allotment of performance shares are similar to those set in the 2019 Compensation Policy approved at a rate of
91.92 % by the General Shareholders' Meeting of May 23, 2019 under its tenth resolution. If the
General Shareholders' Meeting does not approve 2020 Compensation Policy of the Chairman and
Chief Executive Officer, the Board of Directors will be able to cancel the allotment to the Chairman and Chief Executive Officer or amend its conditions to comply with the conditions of the policy approved by the General Shareholders' Meeting of May 23, 2019.

Due to the extreme volatility of the automobile market and the Covid-19 epidemic which affected
Valeo's share price, in accordance with the approach retained exceptionally last year in similar market circumstances, and to take into account the significant fall in the share price, the number of performance shares allotted to the Chairman and Chief Executive Officer (IFRS valuation) was calculated with a discount of 39% as compared to the maximum permitted under the compensation policy (270% of the annual fixed compensation). This discount corresponds to the ratio between the share price for the last 20 days and the share price over the last 18 months prior to the allotment of performance shares. Based on the share price on the date of the Board of Director's meeting (average of 20 days, IFRS valuation), this corresponds to 130,000 shares, valued under IFRS at 1,821,300
euros, i.e. 61% as compared to the maximum permitted under the compensation policy. This allotment is made subject to the approval of the 2020 Compensation Policy of the Chairman and
Chief Executive Officer by the shareholders at the General Shareholders' meeting of June 25, 20201.

The table below summarizes the criteria and methods used to assess the performance shares selected as part of the 2020 Compensation Policy of the Chairman and Chief Executive Officer:

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In the case where the functions of Chairman and Chief Executive Officer are separated and Jacques Aschenbroich remains Chairman of the Board of Directors until the end of the vesting period for these 130,000 performance shares,
the presence condition will be deemed satisfied. However, at Jacques Aschenbroich's proposal, approved by the Board of Directors, the number of performance shares that will be allotted to him definitively will be adjusted downwards to take into account the actual time he will have held the combined office of Chairman and Chief Executive Officer.

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Criterion
Internal performance criterion: ROA