Valeo announces an employee share offering

PRESS RELEASE

Paris, 18 September, 2023

Valeo announces an employee share offering

Valeo is launching once again this year its share subscription offering reserved for Group employees. This operation, offered to around 94,000 employees eligible for the offer in 22 countries, aims to associate them over the long term with the Group's results and development. As of today, one employee out of two holds directly or indirectly shares of Valeo. The capital increase and the delivery of Valeo shares in the framework of the offer are expected to take place on November 15, 2023. The main terms and conditions of this operation are detailed below.

ISSUER

Valeo, a French Société Européenne with a share capital of EUR 243 501 944 having its registered office at 100 rue de Courcelles – 75017 Paris – France, and registered in the trade registry of Paris under number 552 030 967 (the “Company”)

Listed on Euronext Paris (France)

ISIN code: FR0013176526 FR

PURPOSE OF THE OFFERING

This plan is part of the development of the employee shareholding policy of Valeo in France and abroad with the goal of involving employees in the performance and development of the Group.

CONTEXT OF THE OFFER – SECURITIES OFFERED

The offer is proposed pursuant to Articles L. 3332-18 et seq. of the French Labor Code, in the context of the French Group savings plan (plan d’épargne de groupe, PEG) and the International group savings plan (plan d’épargne de groupe international, PEGI) of Valeo. The subscription of shares is made on the basis of the Company’s shareholder’s authorization given by the 25th resolution of the General meeting of shareholders held on May 24, 2023. Employees subscribing to the offering outside of France will benefit from the grant of shares for free on the basis of 26th resolution of the General meeting of shareholders of May 24, 2023.

The share subscription offering covers a maximum of 1,200,000 Valeo shares with a nominal value of EUR 1 per share.

The shares will bear immediate dividend entitlements and will be fully fungible with existing shares upon their issuance.

SUBSCRIPTION TERMS

Beneficiaries of the offering

The offering is open to employees having seniority of at least three months, acquired consecutively or not, between January 1, 2022 and the last day of the subscription period with a Valeo Group company member of the PEG or the PEGI, as the case may be. The scope of implementation of the offering comprises the following countries: France, Belgium, Brazil, China, Czech Republic, Egypt, Germany, Hungary, India, Ireland, Italy, Japan, Malaysia, Mexico, Poland, Romania, South Korea, Spain, Thailand, Turkey, Tunisia and USA.

The offer is also open in France to former employees in retirement or pre-retirement and who have kept assets in the PEG since their departure from the group.

Subscription formula

Employees may subscribe shares either through the company shareholding fund (fonds commun de placement d’entreprise, FCPE) “Shares4U Relais 2023” intended to merge with the FCPE “Valeorizon” after the approval of the Supervisory board of the FCPE and of the AMF, or, in some countries, through direct shareholding. The employee’s investment will fluctuate in the same manner as the price of the Valeo share, both as it increases or decreases..

The share subscription allows employees subscribing in the context of the PEG to benefit from a matching contribution from their employer.

Outside of France, employees will be awarded conditional shares for free according to the terms and conditions of the plan rules adopted by the Company. The free shares are existing shares of Valeo are repurchased by the Company.

Custody of shares – Exercise of voting rights

Subscription is carried out through an FCPE or, in certain countries, by direct shareholding.

When the shares are subscribed through an FCPE, the voting rights are exercised by the elected members of the Supervisory Board (Conseil de surveillance) of the FCPE.

With regard to the shares subscribed for directly, the voting rights are exercised by the subscribers.

Subscription price

The subscription price was set on September 15, 2023 at 14.24 euros. It corresponds to the average of opening prices of Valeo shares on 20 trading days from August 18, 2023 to September 14, 2023 inclusive, after a discount of 20%.

Subscription period

The beneficiaries may subscribe to the offering from September 18, 2023 (inclusive) to October 6, 2023 (inclusive).

Lock-up of the shares

Subject to specific provisions applicable in certain countries, the FCPE units as well as the shares subscribed directly will be subject to a locked period of 5 years as provided for in the PEG (up to May 31, 2028 inclusive) and the PEGI (up to June 30, 2028 inclusive, and for Belgium until November 15, 202