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 Recommendation of the Valeo Board of Directors regarding the draft resolutions of Pardus

Paris, France, 2 may 2007 - The Valeo Board of Directors examined today the draft resolutions presented by Pardus European Special Opportunities Master Fund L.P. requesting eight Board Members as well as the voting of a resolution on the procedure to adopt should the number of Board Members be higher than the maximum legal limit of eighteen.

The Board noted that the request made by Pardus for eight board seats was disproportionate to its level of shareholding in Valeo. It judged that this request would lead to a creeping takeover of the Group, to the benefit of a shareholder holding only 13% of Valeo’s share capital.

At its 24 April meeting, the Board of Directors had examined the different letters sent by Pardus. At that time it had accepted to hold discussions with Pardus, but noted that any eventual representation of Pardus on the Valeo Board had to respect the following criteria:

  • Not be disproportionate
  • Respect the interests of shareholders thus excluding a creeping takeover
  • Exclude any conflicts of interest
  • Follow the recruitment process put in place by the Valeo Board for the choice of independent Board Members


It had proposed to consider at the Annual General Meeting on 21 May the appointment of one Board Member proposed by Pardus.

It became clear following these contacts that no agreement could be reached at this stage with Pardus that would respect the principles of good corporate governance as defined by the Valeo Board.

Moreover, following the contacts made with Pardus, it could not be determined whether Pardus had abandoned its strategy for Valeo leading to a link-up with Visteon, which the Board feels would be particularly adventurous and therefore prejudicial to the Group, its employees and customers.

The Valeo Board of Directors reaffirmed the principle that the company’s governing bodies to be appointed by the Annual General Meeting of 21 May should enable Valeo to continue its business in the interests of all of its shareholders.

In the light of these reflections, the Board of Directors decided unanimously to recommend that the Annual General Meeting of Shareholders reject the resolutions of Pardus aimed at appointing eight members to the Board.


Valeo is an independent industrial group dedicated to the design, production and sale of components, integrated systems and modules for cars and trucks. It is one of the world's leading automotive suppliers. The Group has 129 production sites, 68 R&D centers, 9 distribution platforms, and employs 69,800 people in 29 countries worldwide.



For all additional information, please contact:
Kate Philipps
Group Communications Director
Tél.: +33 1.40.55.20.65

Rémy Dumoulin
Investor Relations Director
Tél.: +33 1.40.55.29.30

 
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