Valeo Combined Annual General Shareholders Meeting Notice

Paris (ots/PRNewswire) -

- Public Tender Offer for its own Shares at 40 Euros

Following today's meeting of the Valeo Board of Directors, the
combined Annual General Meeting of Shareholders (AGM) is called on 21
April 2005 (first notice). Failing a quorum, Valeo invites its
shareholders to meet on second notice on 3 May 2005 at the Palais des
Congres, 75017 Paris at 3pm.

Taking into account the results of the management efforts over the
past few years, Valeo considers that it can carry out a strategy of
accelerated organic growth, targeted acquisitions such as that
recently completed of JCEED and the improvement of its return to
shareholders.

In this context, the Board will propose to the AGM a share
purchase program for 250 million euros, which will be carried out
through a public tender offer for its own shares ("Offre Publique de
Rachat d'Actions et Offre Publique d'Achat Simplifiee") at a price of
40 euros after payment of the 2004 dividend. This price of 40 euros
represents a premium of 12.6% compared to today's closing price and
of 21.7% over the last three months' average share price.

Moreover, the Board will submit for the approval of the AGM a
proposal that share options awarded to senior managers will be in the
form of purchase options for which the corresponding shares will be
purchased by Valeo on the market in order to avoid any dilution.

In addition, the Board will propose a dividend of 1.1 euros
per share, an increase of 4.8% over the previous year. Payment of the
dividend is planned on 16 May 2005.

The Board of Directors will propose to the AGM the renewal of
the usual financial authorisations.

Mr Pierre-Alain de Smedt has been invited to join the Board of
Directors to replace Mr Noel Goutard, who remains Honorary Chairman.
The ratification of this appointment will also be proposed to the
AGM.

Valeo is an independent industrial group fully focused on the
design, production and sale of components, integrated systems and
modules for cars and trucks. Valeo ranks among the world's top
automotive suppliers. The Group has 129 plants, 65 R&D centers, 9
distribution platforms and employs 67,300 people in 26 countries
worldwide.

Rückfragehinweis:
Press/Investors Contact : Kate Philipps, Communications Director,
+33-1-40-55-20-65, Remy Dumoulin, Investor Relations Director,
+33-1-40-55-29-30

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