VALEO SA 08/06/2011 AGM
1Review and approval of the unconsolidated financial statements for the 2010 fiscal yearFor
2Review and approval of the consolidated financial statements for the 2010 fiscal yearFor
3Approval of the co-opting of Mr. Ulrike Steinhorst as DirectorFor
4Appointment of Mr. Jacques Aschenbroich as DirectorFor
5Appointment of Mr. Gérard Blanc as DirectorFor
6Appointment of Mr. Pascal Colombani as DirectorFor
7Appointment of Mr. Michel de Fabiani as DirectorFor
8Appointment of Mr. Michael Jay as DirectorFor
9Appointment of Mrs. Helle Kristoffersen as DirectorFor
10Appointment of Mr. Georges Pauget as DirectorFor
11Appointment of Mr. Thierry Moulonguet as DirectorFor
12Approval of the severance pay of Mr. Jacques Aschenbroich in accordance with the provisions of article L. 225-42-1 of the French Commercial CodeOppose
13Approval of the related party agreements for the 2010 fiscal year - article L. 225-38 et seq. of the French Commercial CodeFor
14Allocation of earnings for the fiscal year and dividend distributionFor
15Authorization to be granted to the Board of Directors to carry out transactions in shares issued by the CompanyFor
16Modification of article 14 point 1 of the Articles of Association relating to the “Directors’ term of office – Age limit – Conditions – Compensation”Oppose
17Modification of article 14 point 4 of the Articles of Association relating to the “Directors’ term of office – Age limit – Conditions – Compensation”For
18Modification of article 23 of the Articles of Association relating to the “Attendance of meeting; Proxies”For
19Delegation to the Board of Directors of authority to decide a capital increase, through issuance – with preferential subscription rights maintained – of shares and/or securities giving access to the capital of the Company and/or issuance of securities entitling holders to the distribution of debt securitiesFor
20Delegation to the Board of Directors of authority to decide a capital increase through the issuance – without preferential subscription rights – of shares and/or securities giving access to the capital of the Company and/or entitling holders to the allotment of debt securitiesOppose
21Delegation to the Board of Directors of authority to decide a capital increase by incorporation of premiums, reserves, profits or other itemsFor
22Greenshoe: Delegation to the Board of Directors of authority to increase the number of securities to be issued in case of a capital increase with or without preferential subscription rightsOppose
23Authorization to be granted to the Board of Directors to reduce the share capital through cancellation of treasury sharesFor
24Delegation to the Board of Directors of authority to decide a capital increase, through the issuance of shares or securities giving access to the capital reserved for members of company savings plans, with waiver of preferential subscription rights in favour of such membersFor
25Delegation to the Board of Directors of authority to grant stock optionsFor
26Delegation to the Board of Directors of authority to allot free shares, either existing or to be issued, to all or some of the Group’s salaried employees or corporate officersOppose
27Delegation of powers to carry out corporate formalitiesFor