VALEO ANNOUNCES THE OUTCOME OF ITS 500 MILLION EURO BOND ISSUE WITH MATURITY IN JANUARY 11, 2023

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW.

Paris, January 4, 2017 - Valeo announced the placement of 500 million euros' worth of new bonds with maturity in January 11, 2023.

This bond issue enabled the placement in favorable conditions of 500 million euros' worth of bonds with 6-year maturity and a coupon of 0.625%. BNP Paribas, CITI, CM-CIC, Natixis and Mizuho were joint leader managers on this transaction.

Selling Restrictions in relation to the New Issue

Capitalized terms have the meaning set forth in the Base Prospectus dated May 3, 2016
Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the relevant Final Terms to the public in that Relevant Member State, and may, with effect from and including the Relevant Implementation Date, subject to any specific selling restrictions applicable to the Relevant Member State, only make an offer of such Notes to the public in that Relevant Member State:

1. Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
    
2.  Fewer than 150 offerees: at any time to fewer than 150, natural or legal persons (other than qualified investors asdefined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
    
3.  Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive
    
4. Minimum denomination: at any time if the denomination per Note being offered amounts to at least €100,000,                  

 provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be
offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

The Public Offer Selling Restriction under the Prospectus Directive selling restriction is in addition to any other selling restrictions set out below.

France

Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that:

(a)             it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France and that offers and sales of Notes have been and shall only be made in France to (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1, of the French Code monétaire et financier (the "Code") and other applicable regulations.

(b)             it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the Notes other than to those investors (if any) to whom offers and sales of the Notes in France may be made, as described above.

(c)             Materialised Notes may only be issued outside of France.

Selling Restrictions addressing Additional United Kingdom Securities Laws

Each Dealer has represented, warranted and agreed that:

(a)           No deposit-taking:  in relation to any Notes having a maturity of less than one year:

(i)                                                  it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of its business; and
(ii)                                                 it has not offered or sold and will not offer or sell any Notes other than to persons:
 (A)                                                           whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or

(B)                                                            who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;

(b)          Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(c)           General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

United States

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any U.S. state and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities laws. The Notes are being offered and sold only outside of the United States to non U.S. persons in accordance with Regulation S under the Securities Act ("Regulation S"). Terms used in this paragraph have the meanings given to them by Regulation S.

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to represent, warrant and agree that, except as permitted by the Dealer Agreement, it has not offered or sold and it will not offer or sell the Notes (i) as part of their distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of any identifiable Tranche of which such Notes are a part (the "Distribution Compliance Period"), as determined, and certified to the Issuer, by the Lead Manager, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the Distribution Compliance Period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until forty (40) calendar days after the commencement of the offering of any identifiable tranche of the Notes, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering of such tranche of the Notes) may violate the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S.