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2007 Reference document (PDF) - Valeo

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Auditors<br />

Statutory Auditors<br />

■<br />

−<br />

−<br />

−<br />

■<br />

−<br />

−<br />

−<br />

PricewaterhouseCoopers Audit SA, represented by Serge Villepelet<br />

and Jean-Christophe Georghiou – 63, rue de Villiers, 92200 Neuillysur-Seine,<br />

France.<br />

Member of the Compagnie régionale des Commissaires aux<br />

comptes de Versailles.<br />

First appointed on March 31, 2003.<br />

Current term of office began on April 5, 2004 and expires<br />

at the close of the General Shareholders’ Meeting to be held<br />

to approve the financial statements for the year ending<br />

December 31, 2009.<br />

Salustro Reydel, Member of KPMG International, represented by<br />

Jean-Pierre Crouzet and Emmanuel Paret – Immeuble Le Palatin,<br />

3, cours du Triangle, 92939 Paris La Défense Cedex, France.<br />

Member of the Compagnie régionale des Commissaires aux<br />

comptes de Versailles.<br />

First appointed on May 27, 1998.<br />

Current term of office began on April 5, 2004 and expires<br />

at the close of the General Shareholders’ Meeting to be held<br />

to approve the financial statements for the year ending<br />

December 31, 2009.<br />

Alternate Statutory Auditors<br />

■<br />

−<br />

−<br />

■<br />

−<br />

−<br />

Yves Nicolas, 63, rue de Villiers, 92200 Neuilly-sur-Seine, France.<br />

Member of the Compagnie régionale des Commissaires aux<br />

comptes de Versailles.<br />

First and current term of office began on April 5, 2004 and<br />

expires at the close of the General Shareholders’ Meeting to<br />

be held to approve the financial statements for the year ending<br />

December 31, 2009.<br />

Philippe Arnaud, 198, boulevard Malesherbes, 75017 Paris,<br />

France.<br />

Member of the Compagnie régionale des Commissaires aux<br />

comptes de Paris.<br />

First and current term of office began on April 5, 2004 and<br />

expires at the close of the General Shareholders’ Meeting to<br />

be held to approve the financial statements for the year ending<br />

December 31, 2009.<br />

Dividends<br />

Information on the Company and its capital<br />

General information about the issuer<br />

Each share entitles its holder to a proportion of income equal to the<br />

proportion of capital represented by the share.<br />

Distributable income is composed of net income for the year less<br />

any prior year losses and amounts appropriated to the legal reserve,<br />

plus any income carried forward. Subject to the provisions of the law,<br />

shareholders in a General Meeting may decide to distribute amounts<br />

taken from available reserves and/or retained earnings. In this case,<br />

the related resolution approved by the shareholders must clearly<br />

specify the reserve account from which the distributed amounts are<br />

to be taken. Shareholders may resolve to pay out a dividend only<br />

after approving the financial statements for the year and noting that<br />

amounts are available for distribution. Shareholders or the Board of<br />

Directors set the applicable conditions for any dividend payments.<br />

The Board of Directors may decide to pay an interim dividend before<br />

the financial statements are approved, subject to the conditions set<br />

down by law.<br />

At the General Meeting called to approve the financial statements,<br />

shareholders may decide to offer a stock dividend alternative<br />

representing all or part of the dividend, or interim dividend, as<br />

provided for by law.<br />

Dividends unclaimed after a period of five years from the date they<br />

were made payable are paid to the French government.<br />

Liquidation surpluses<br />

Liquidation surpluses are allocated between the shareholders in<br />

proportion to their interests in the Company’s capital.<br />

General Shareholders’ Meetings<br />

< Contents ><br />

Ordinary and Extraordinary Shareholders’ Meetings are called and<br />

conduct business in accordance with the conditions set down<br />

by law.<br />

In accordance with Article R 225-85 of the French Commercial<br />

Code, shareholders may participate in General Meetings subject to<br />

submitting evidence of ownership of their shares. Share ownership<br />

is evidenced by an entry in <strong>Valeo</strong>’s share register in the name of the<br />

shareholder (or of the intermediary acting on their behalf) or in the<br />

register of bearer shares held by an accredited intermediary. Such<br />

entries must be recorded by 0.00 hours (12:00 am) (CET) on the third<br />

working day preceding the date of the Meeting. In the case of bearer<br />

shares, the accredited intermediary shall provide a participation<br />

certificate for the shareholders concerned, which must be attached<br />

to the corresponding postal voting or proxy form or to the admission<br />

card made out in the name of the shareholder or in the name of the<br />

registered intermediary representing the shareholder.<br />

<strong>2007</strong> <strong>Reference</strong> <strong>document</strong> - VALEO<br />

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