2022 Allotment Of Performance Shares.docx

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Allotment of performance shares to the Chief Executive Officer
Further to the Compensation Committee's recommendation, the Board of Directors, at its meeting on March 23, 2022, decided, pursuant to the twenty fifth resolution of the Shareholders' Meeting held on May 26, 2021, to allot 2,308,057 free shares and performance shares to employees and corporate officers of the Group, including 100,154 performance shares for the Chief Executive
Officer.
The allotment of the performance shares complies with (i) the compensation policy of Christophe
Périllat as Chief Executive Officer in anticipation of the separation of the roles of Chairman and
Chief Executive Officer that was pre-approved by 95.14% at the Shareholders' Meeting held on
May 26, 2021 (the "Pre-Approved Compensation Policy of the Chief Executive Officer"), and
(ii) the compensation policy of Christophe Périllat as Chief Executive Officer for 2022, the terms and conditions of which remained unchanged from the Pre-Approved Compensation Policy of the
Chief Executive Officer1, which will be submitted to the Shareholders' Meeting on May 24, 2022
(the "2022 Compensation Policy of the Chief Executive Officer").
Due to the extreme volatility of the financial markets and the sharp drop in the stock price of the automotive sector companies in Europe, including Valeo, since the beginning of the
Russo-Ukrainian conflict, the amount of the allotment granted to the Chief Executive Officer (IFRS
valuation) was calculated with a discount of 26% as compared to the maximum permitted under the compensation policy (200% of the annual fixed compensation). This discount corresponds to the ratio between the average share price for the last 20 days generally used by Valeo and the average share price over the last 60 days 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 100,154 shares, valued under IFRS at 14.46 euros, i.e. 74% as compared to the maximum permitted under the compensation policy.
The table below summarizes in a synthetic way the criteria and methods used to assess the allotment of the performance shares:
Criterion

Weight/Assessment

Internal performance criterion: ROCE
rate (30%) (1)

Performance measured by two criteria (ROCE rate and EBITDA level) for each of the three financial years (Y, Y+1 and Y+2) of the vesting period. The relevant criterion will be satisfied if, for each financial year covered under the grant the rate effectively achieved for such criterion is greater than or equal to the target rate established by the Board of Directors, it being understood that (i) the target rate cannot be lower than the guidance for the financial year of reference, (ii) the selected criterion cannot be changed by the Board of Directors at a later date and (iii) the target rates cannot be changed by the Board of Directors at a later date, except by a duly justified decision in the context of exceptional circumstances beyond the beneficiaries'
control.
%Ï If, for each financial year covered by the scheme, the rate of achievement of the corresponding criterion is greater than or equal to the target rate for each of those three financial years: 100%.
%Ï If, for only two of the financial years covered by the scheme, the rate of achievement