Valeo : Assemblée Générale 2023 – Rapport du Conseil d’Administration

PRESENTATION OF THE PROPOSED RESOLUTIONS

Report of the Board of Directors

This report describes the proposed resolutions that are being submitted to the General Shareholders'

Meeting by the Board of Directors. Its purpose is to draw your attention to the important points in the proposed resolutions, in accordance with applicable laws and regulations and with best corporate governance practices for companies listed in Paris. It is not intended as an exhaustive guide; therefore it is essential that you read the proposed resolutions carefully before exercising your vote.

The presentation of the financial situation, business and performance of Valeo and its Group over the past financial year, as well as information required by applicable legal and regulatory provisions, also appear in the 2022 Universal Registration Document (including the annual financial report) which you are invited to read.

Madam, Sir, dear Shareholders,

We have convened this combined (ordinary and extraordinary) General Shareholders' Meeting of Valeo SE (the "Company" or "Valeo") to submit for your approval 30 resolutions described in this report.

• I. Resolutions within the Ordinary General Shareholders' Meeting authority

• A. Approval of financial statements and allocation of earnings (first, second and third resolutions)

The General Shareholders' Meeting is first convened to approve the parent company financial statements (first resolution) and the consolidated financial statements of the Company (second resolution) for the financial year ended December 31, 2022, to allocate the earnings and to set the dividend (third resolution).

The parent company financial statements for the financial year ended December 31, 2022 show a net profit of 203,461,006.05 euros. The distributable profit of the Company (results of the financial year ended December 31, 2022 and previous retained earnings of 1,812,696,225.37 euros) for the financial year ended December 31, 2022 amounts to 2,016,157,231.42 euros.

The Board of Directors of the Company proposes to pay a dividend of 0.38 euros per share for each share entitled to dividends (+9% compared to the previous year's dividend).

Following the decision to pay a dividend of 0.38 euros per share for each share entitled to dividends, i.e. 91,624,219.46 euros1, the balance of the distributable profit recorded in the "retained earnings"

account amounts to 1,924,533,011.96 euros. The ex-dividend date will be May 29, 2023, the record date will be May 30, 2023 and the payment date will be May 31, 2023.

It is recalled that the amount of dividends distributed for the three previous financial years is as follows:

• - financial year 2021: 84 million euros;

• - financial year 2020: 72.2 million euros;

• - financial year 2019: 47.9 million euros.

The aforementioned amounts were eligible for the 40% tax deduction for individuals having their tax residence in France, pursuant to Article 158, 3-2° of the French General Tax Code.

When paid to individuals shareholders who are tax residents in France, the gross dividend is either subject to a unique flat tax at an overall rate of 30% including (i) the income tax at a flat rate of 12.8% (Article 200 A, 1-1° of the French General Tax Code) and (ii) social security contributions (including the CSG, the CRDS, the social security contribution, the additional contribution to the social security contribution and the solidarity contribution) at a rate of 17.2%. Individual shareholders who are tax residents in France may, however, opt for this dividend to be taxed at a progressive rate upon filing the income tax return before the deadline for filing such income tax return (Article 200 A, 2 of the French General Tax Code).

B.

Approval of related-party agreements (fourth resolution)

Certain agreements entered into by the Company in connection with its activities are subject to a specific procedure. This includes, in particular, agreements that may be directly or indirectly entered into between the Company and any other company with which it has corporate officers in common,

1

The total amount of the distribution referred to above is calculated based on the number of shares entitled to dividends as at December 31, 2022, i.e. 241,116,367 shares, and may vary if the number of shares entitled to dividends changes between January 1, 2023 and the ex-dividend date, depending in particular on the number of treasury shares, as well as the final allotment of free shares (if the beneficiary is entitled to a dividend in accordance with the provisions of the relevant plans).

or between the Company and its corporate officers or a shareholder holding more than 10% of the voting rights of the Company.

Pursuant to the provisions of Articles L. 225-38 et seq. of the French Commercial Code, any "related party" agreement is subject to the prior approval of the Board of Directors and, once entered into, give rise to the issue of a special report by the Statutory Auditors, following which it must be approved by the Ordinary General Shareholders' Meeting.

Finally, in accordance with Article L. 22-10-13 of the French Commercial Code, information on the agreements referred to in Article L. 225-38 of the French Commercial Code must be provided on the Company's website at the latest when they are entered into.

You are asked in the fourth resolution to acknowledge the absence (i) of any agreement previously authorised by the Board of Directors and approved by the General Shareholders' Meeting which continued over the course of the past financial year and (ii) of any new agreement authorised and entered into over the course of the financial year ended December 31, 2022 that have yet to be approved by the General Shareholders' Meeting.

C.

Ratifications / renewals of members of the Board of Directors (fifth, sixth, seventh and eighth resolutions)

As of the date of this report, the Board of Directors is composed of 14 members, including two directors representing employees in accordance with the provisions of applicable law.

The term of office of the directors, set out in the Company's articles of association, is four years.

The Board of Directors' proposals for the ratification of the appointments and the renewals of the directors' are described below.

•  Ratification of the co-optations of Alexandre Dayon and Stéphanie Frachet as directors (fifth and sixth resolutions)

It is recalled that, in accordance with applicable laws and statutory provisions, the Board of Directors may make provisional appointments to replace directors who have ceased their term of office within the Company and for the remaining term of office of the latter. These co-optations must then be ratified by your General Shareholders' Meeting.

The Board of Directors, on the recommendation of the Governance, Appointments and Corporate Social Responsibility Committee (the "GACSRC"), unanimously decided:

- at its meeting held on July 26, 2022, to appoint Alexandre Dayon to replace C. Maury Devine; - at its meeting held on December 8, 2022, to appoint Stéphanie Frachet to replace Jacques

Aschenbroich, with effect from January 1, 2023.

These appointments allow your Board of Directors to benefit from the expertise of Alexandre Dayon and Stéphanie Frachet, as described in their biographies below.

Alexandre Dayon and Stéphanie Frachet are considered to be independent directors with respect to the criteria provided by the Board of Directors' Internal Procedures and by the AFEP-MEDEF Code (recommendation 9)2 to which the Company refers. A more detailed analysis of their independence is set out in Section 3.2.1 "Composition of the Board of Directors and changes that occurred during (or decided upon during) the 2022 financial year" of the Company's 2022 Universal Registration Document.

It is proposed that you ratify the appointment by the Board of Directors of (i) Alexandre Dayon, to replace C. Maury Devine, for the remainder of the latter's term of office, i.e. until the end of the General Shareholders' Meeting called to approve the financial statements for the year ending December 31, 2024 and (ii) Stéphanie Frachet, to replace Jacques Aschenbroich, for the remainder of the latter's term of office, i.e. until the end of the General Shareholders' Meeting called to approve the financial statements for the year ending December 31, 2022.

2

In its version dated January 2020 applicable to the 2022 financial year. The AFEP-MEDEF Code as updated in December 2022 is applicable for general meetings called to approve the financial years beginning on or after January 1st, 2023.

Biography of Alexandre Dayon

Alexandre Dayon, entrepreneur in the information technology sector, brings to the Board of Directors a recognized experience in the fields of digital, software and more generally new technologies. His professional background, mainly in the United States, but also in France, allows the Board of Directors to benefit from his vision as an entrepreneur and company director.

Alexandre Dayon began his career in 1989 when he participated in the creation of BusinessObjects, a company specialising in business intelligence, where he headed the product team for 10 years. He then created, managed and developed InStranet, a software publisher for call centres, in the United States. When InStranet was acquired in 2008, he joined the Salesforce Group where he held key operational positions on the Executive Committee for 9 years as President of Product and Product Marketing, which contributed to Salesforce's growth.

Since 2017, he has been leading strategic initiatives, working closely with the world's largest customers, particularly in the automotive industry. He also chairs the Advisory Board of Salesforce.

Alexandre Dayon is an engineer and graduated from the Ecole Supérieure d'Electricité (Supélec).

Alexandre Dayon, a French American national, speaks English and French.

Biography of Stéphanie Frachet

Stéphanie Frachet is a Partner of the Flex Equity Mid-Market fund within the European private equity platform CAPZA. She has over 20 years' experience in finance and investment capital.

From 2001 to 2007, she was in charge of audit and transaction services at Ernst & Young and then at PricewaterhouseCoopers, handling M&A and LBO transactions. In 2007, Stéphanie Frachet joined the Leverage Finance team of Société Générale, in charge of LBO financing for SMEs and large groups. Stéphanie Frachet then joined Bpifrance (formerly the Fonds Stratégique d'Investissement) in 2009 where notably she served, between 2017 and 2022, as Director of Bpifrance Investissement and member of the Management Committee of Bpifrance Capital Development.

Previously, she was a permanent representative of Bpifrance Participations as a director of Eutelsat Communications and Sulo (formerly Plastic Omnium Environment). She was also a director of Constellium (a company listed on the New York Stock Exchange) and a member of the Supervisory Board of Sabena Technics Participations, as well as censor of Horizon Parent Holdings (Verallia), Paprec and Diot-Siaci.

Stéphanie Frachet is a graduate of ESSEC Business School.

Stéphanie Frachet, a French national, speaks English and French.

•  Renewals of the terms of office of Stéphanie Frachet and Patrick Sayer as directors (seventh and eighth resolutions)

The Board of Directors has decided, on the recommendation of the GACSRC, to propose to your General Shareholders' Meeting to renew the terms of office of Stéphanie Frachet (seventh resolution) and Patrick Sayer (eighth resolution) as directors, for a period of four years, which will end at the end of the General Shareholders' Meeting called to approve the financial statements for the year ending

December 31, 2026.

Stéphanie Frachet and Patrick Sayer are considered to be independent directors with respect to the criteria provided by the Board of Directors' Internal Procedures and by the AFEP-MEDEF Code (recommendation 9) to which the Company refers. A more detailed analysis of their independence is set out in Section 3.2.1 "Composition of the Board of Directors" of the Company's 2022 Universal Registration Document.

It is recalled that Patrick Sayer and Stéphanie Frachet are members of the GACSRC, the Compensation Committee and the Strategy Committee, of which Patrick Sayer is also the chairman.

The renewal of the terms of office of Stéphanie Frachet and Patrick Sayer would allow the Board of Directors to benefit from their respective expertise, as described in their biographies.

Biography of Stéphanie Frachet

(see above)

Biography of Patrick Sayer

Patrick Sayer is Chairman of Augusta, a family-owned investment company that focuses on three main sectors: New Technologies, Luxury Goods and Real Estate.

Patrick Sayer was Chairman of the Executive Board of Eurazeo, one of Europe's leading listed investment companies, from 2002 to 2018. He became a member of the Supervisory Board of this company in 2018. The assets directly or indirectly managed by Eurazeo amount to nearly 32 billion euros.

Patrick Sayer was previously Managing Partner of Lazard Frères et Cie in Paris, which he joined in 1982, and then Managing Director of Lazard Frères & Co in New York, where he was the global head of media and technology. His experience in private equity goes back to the creation of Fonds Partenaires which he supported from 1989 to 1993. He is also a director of Ipulse. He was Chairman and then a member of the Supervisory Board of Europcar Mobility Group until 26 February 2021 and a director of ANF Immobilier, AccorHotels, Gruppo Banco Leonardo (Italy) and Rexel. Former Chairman (2006-2007) of the French Association of investors for growth (AFIC), he is a founding member of the Club des juristes and is Chairman of the Money and Financial Markets Law Chamber of the Paris Commercial Court. He teaches finance (master 225) at the University of Paris-Dauphine.

Patrick Sayer is a graduate of the Ecole Polytechnique (1980) and the Ecole des Mines de Paris (1982). He is also a graduate of the Centre de formation des analystes financiers, where he was one of the lecturers.

Patrick Sayer, a French national, speaks English and French.

D.

Approval of the information pertaining to the compensation paid during, or allocated in respect of, the financial year ended December 31, 2022 to all corporate officers - ex post vote (ninth resolution)

In accordance with the provisions of Articles L. 22-10-9 and L. 22-10-34, I of the French Commercial

Code, the General Shareholders' Meeting votes on the draft resolution relating to information concerning the compensation paid during, or allocated in respect of, the previous financial year to the corporate officers (ex post vote).

The information required by Article L. 22-10-9 of the French Commercial Code relating to:

• - the compensation paid to the directors for the financial year ended December 31, 2022 pursuant to the 2022 compensation policy approved under the eleventh resolution at a rate of 99.34% at the General Shareholders' Meeting held on May 24, 2022 (the "2022 Directors Compensation Policy");

• - the compensation paid during, or allocated in respect of, the financial year ended December 31, 2022 to Jacques Aschenbroich pursuant to the 2022 compensation policy approved under the twelfth resolution at a rate of 93.87% at the General Shareholders' Meeting held on May 24, 2022 (the "2022 Jacques Aschenbroich Compensation Policy"). The 2022 Jacques Aschenbroich Compensation Policy is composed of the compensation policy of Jacques Aschenbroich as Chairman and Chief Executive Officer for the period from January 1 to 26, 2022 (the "2022 Chairman and Chief Executive Officer Compensation Policy") and of the compensation policy applicable to him as Chairman of the Board of Directors for the period from January 26 to December 31, 2022 (the "2022 Chairman of the Board of Directors Compensation Policy");

• - the compensation paid during, or allocated in respect of, the financial year ended December 31, 2022 to Christophe Périllat pursuant to the 2022 compensation policy approved under the thirteenth resolution at a rate of 92.25% at the General Shareholders' Meeting held on May 24, 2022 (the "2022 Christophe Périllat Compensation Policy"). The 2022 Compensation Policy of Christophe Périllat is composed (i) of the compensation policy of Christophe Périllat as Deputy Chief Executive Officer for the period from January 1 to 26, 2022 (the"2022 Deputy Chief Executive Officer Compensation Policy") and (ii) of the compensation policy applicable to him as Chief Executive Officer for the period from January 26 to December 31, 2022 (the "2022 Chief Executive Officer Compensation Policy");