Cp Remuneration 2020 Version Anglaise 20042020

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Information relating to the 2020 compensation policy applicable to the Chairman and Chief Executive Officer
In determining the compensation policy applicable to the Chairman and Chief Executive Officer for the financial year ending December 31, 2020 (the "2020 Compensation Policy of the Chairman and
Chief Executive Officer"), the Compensation Committee has analysed the structure of the Chairman and Chief Executive Officer's compensation based on a comparative review on the basis of four panels used by Valeo1, with particular attention to the European car makers and OEMs panel
(the "2020 Comparative Study").
In general, the 2020 Comparative Study shows that the fixed compensation as well as the ceilings for variable and long-term compensation are in line with the market and will therefore remain unchanged in the 2020 Compensation Policy of the Chairman and Chief Executive Officer compared 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 (the "2019 Compensation Policy of the Chairman and
Chief Executive Officer").
At its meeting held on March 24, 2020, the Board of Directors, on the recommendation of the
Compensation Committee, established the 2020 Compensation Policy of the Chairman and Chief
Executive Officer, as summarized below, with certain adjustments related to the elements used to assess the qualitative criteria determining the variable compensation, as compared to the 2019
Compensation Policy of the Chairman and Chief Executive Officer.
In accordance with article L. 225-37-2 of the French Commercial Code, the General Shareholders'
Meeting of June 25, 2020 will be called upon to approve the elements of the 2020 Compensation
Policy of the Chairman and Chief Executive Officer (ex ante vote).
1. Annual fixed compensation
The Chairman and Chief Executive Officer's fixed annual compensation amounts to EUR 1 100 000
since May 23, 2019.
It is not planned to change this amount until the end of Jacques Aschenbroich's current term of office as Chairman and Chief Executive Officer.
2. Annual variable compensation
The principles and criteria relating to this element of compensation set out in the 2019 Compensation
Policy of the Chairman and Chief Executive Officer remain unchanged in the 2020 Compensation
Policy of the Chairman and Chief Executive Officer, subject to a few adjustments related to the elements used to assess the qualitative criteria.
Thus, the principles and criteria relating to the annual variable compensation will be as follows for
2020:

1

1. CAC 40, 2. CAC 40 excluding finance and luxury sector companies, 3. European car makers and OEMs and
4. International OEMs. These panels are available on the Company's website (www.valeo.com), under "Corporate
Governance".

1

Quantifiable criteria(1) (2)

Nature of the quantifiable criteria

Maximum amount of the variable portion as a % of annual fixed compensation