5 Information PAGE 186 on the Company and its capital Current ownership structure Current ownership structure 1. Changes in ownership structure since 2005 The following table concerning the Company’s capital and voting rights was prepared based on disclosures made to the Company in accordance with Articles L. 233-7 and L. 233-12 of the French Commercial Code, as well as information voluntarily provided by Number of shares <strong>2007</strong> <strong>Reference</strong> <strong>document</strong> - VALEO shareholders. The percentage of shares and voting rights held by each shareholder is based on the Company’s capital at December 31, <strong>2007</strong>, corresponding to 78,209,617 shares and 78,982,937 voting rights, excluding treasury stock. December 31, 2005 December 31, 2006 December 31, <strong>2007</strong> % Number of voting rights* % Number of shares % Number of voting rights* % Number of shares % Number of voting rights* M&G Investment Management Limited Caisse des Dépôts et 1,631,438 2 .10 1,631,438 2 .06 1,631,438 2.09 1,631,438 2.07 consignations** 5,061,559 6.53 7,128,860 9.03 5,061,559 6.52 7,128,860 9.01 4,681,559 5.99 6,748,860 8.54 Morgan Stanley The Boston Company Asset Management 8,685,926 11.11 8,685,926 11.00 LLC Brandes Investment 4,124,213 5.32 4,124,213 5.23 4,208,278 5.42 4,208,278 5.32 0 0.00 0 0.00 Partners LP Franklin 3,996,838 5.16 3,996,838 5.06 4,120,338 5.31 4,120,338 5.21 3,572,038 4.57 3,572,038 4.52 Resources, Inc. Pardus European Special Opportunities 8,323,865 10.74 8,323,865 10.55 3,752,183 4.84 3,752,183 4.74 3,752,183 4.80 3,752,183 4.75 Master Fund LP 3,450,000 4.45 3,450,000 4.36 14,500,000 18.54 14,500,000 18.36 Employees 1,418,375 1.83 1,418,375 1.80 1,041,149 1.34 1,041,149 1.32 962,270 1.23 962,270 1.22 Treasury stock 807,704 1.04 0 0.00 686,704 0.89 0 0.00 1,432,804 1.83 0 0.00 Other 53,777,803 69,38 53,930,522 68,33 53,628,968 69,13 53,777,208 67,98 38,991,399 49,84 39,130,222 49,54 TOTAL 77,510,357 100.00 78,922,673 100 77,580,617 100.00 79,109,454 100.00 78,209,617 100.00 78,982,937 100.00 * Shares registered in the name of the same shareholder for 4 years carry double voting rights (see page 164 ). ** Caisse des dépôts et consignations’ interest held in its own account. Caisse des dépôts et consignations is the only shareholder owning over 5% of the capital that has double voting rights. < Contents > % 1 2 3 4 5 6
1.1. Major shareholders To the best of the Company’s knowledge, the only shareholders directly or indirectly holding 5% or more of the Company’s capital or voting rights at December 31, <strong>2007</strong> were Pardus European Special Opportunities Master Fund LP, Morgan Stanley and Caisse des dépôts et consignations. As far as the Company is aware, the only shareholders directly or indirectly holding 2% or more of the Company’s capital or voting rights at December 31, <strong>2007</strong> were Pardus European Special Opportunities Master Fund LP, Morgan Stanley, Caisse des dépôts et consignations, Franklin Resources, Inc., Brandes Investment Partners LP and M&G Investment Management Limited. On April 19, <strong>2007</strong> Brandes Investment Partners declared that it had reduced its interest to below the statutory 5% disclosure threshold and that it held 4.6% of the Company’s capital and 4.5% of the voting rights on April 13, <strong>2007</strong>. On June 19, <strong>2007</strong> the Société Générale group disclosed that as part of its trading operations, on June 15, <strong>2007</strong> it had reduced its interest to below the statutory 5% disclosure threshold and that it held 4.7% of the Company’s capital and 4.6% of the voting rights. The Société Générale group subsequently informed the Company that at December 28, <strong>2007</strong> it held only 0.8% of <strong>Valeo</strong>’s capital and voting rights. On June 20, <strong>2007</strong> Natixis disclosed that as part of its trading operations, on June 15, <strong>2007</strong> it had reduced its interest to below the statutory 5% disclosure threshold and that it held 2.9% of the Company’s capital and 2.8% of the voting rights. Natixis subsequently informed the Company that at December 31, <strong>2007</strong> it no longer held a significant percentage of <strong>Valeo</strong>’s capital or voting rights. On January 10, February 21 and May 25, <strong>2007</strong>, Pardus European Special Opportunities Master Fund LP raised its interests to above the statutory disclosure thresholds of 5%, 10% and 15% respectively. In its statement of intention dated February 26, <strong>2007</strong>, drawn up in accordance with Article L. 233-7 VII of the French Commercial Code, Pardus European Special Opportunities Master Fund LP declared that at that date it was not acting in concert with any third party and that it had no immediate plans to take over control of <strong>Valeo</strong> although it did reserve the right to continue to purchase or sell <strong>Valeo</strong> shares based on market opportunities and to request the appointment of one or more persons of its choosing as members of <strong>Valeo</strong>’s Board of Directors. In a subsequent letter dated August 8, <strong>2007</strong> sent to the C ompany, Pardus European Special Opportunities Master Fund LP disclosed that it had raised its interest in the Company’s capital and voting rights to above the threshold of18% set down by the Company’s by laws. In a letter dated November 22, <strong>2007</strong>, Morgan Stanley disclosed that it had raised its interest to above the statutory 5% disclosure threshold and that it held 5.2% of the Company’s capital and 5.1% Information on the Company and its capital Current ownership structure of the voting rights on November 16, <strong>2007</strong>. On December 27, <strong>2007</strong>, Morgan Stanley disclosed that it had increased its interest to above the 10% disclosure threshold and that it held 11.1% of the Company’s capital and 10.9% of the voting rights. It also declared that it was acting individually and that it did not intend to take over control of <strong>Valeo</strong> or request the appointment of any of its representatives on <strong>Valeo</strong>’s Board of Directors. On February 7, 2008, Franklin Resources, Inc. has informed the C ompany that through its affiliates they manage a position equivalent to 3.15% of capital and 3.14% of voting rights as of March 31, 2008. 1.2. Treasury stock < Contents > At December 31, <strong>2007</strong>, <strong>Valeo</strong> directly or indirectly held 1,432,804 of its own shares, representing 1.83% of the Company’s share capital, with a value of 34.115 euros per share based on their purchase price. At December 31, 2006, <strong>Valeo</strong> held 686,704 of its own shares (0.89% of the share capital). Out of the total number of treasury shares held at December 31, <strong>2007</strong>, 993,017 were earmarked for allocation on the exercise of stock options, compared with 617,704 at December 31, 2006. This increase reflects: (i) 448,325 shares acquired on November 5, <strong>2007</strong> to cover the implementation of the agreement for partial management of its share buyback program entered into with an investment services provider on August 31, <strong>2007</strong>; and (ii) the exercise of 72,234 stock options by Group employees granting entitlement to 73,012 shares. The shares acquired in <strong>2007</strong> were purchased at a price of 38.06 euros each. Trading fees for these transactions as well as the fees relating to the management agreement entered into with the investment services provider totaled 20,400 euros. All of these shares have been earmarked (i) for allocation on the exercise of stock options; and (ii) for award to employees by way of profit-sharing bonuses and in connection with company savings plans in accordance with the objectives set out in the share buyback program authorized by the General Shareholders’ Meeting of May 21, <strong>2007</strong>. The remaining treasury shares held (439,787 at December 31, <strong>2007</strong> versus 69,000 at December 31, 2006) are earmarked for use under a liquidity agreement that complies with the Code of Ethics issued by the French Association of Investment Companies (Association Française des Entreprises d’Investissement), signed with an investment services provider on April 22, 2004. The total resources allocated for implementing the liquidity agreement represented 439,787 shares and 1,665,696 euros at December 31, <strong>2007</strong>, compared with 69,000 shares and 13,039,863 euros one year earlier. On the date the liquidity agreement was signed, 220,000 <strong>Valeo</strong> shares and a sum of 6,600,000 euros were allocated to its implementation. <strong>2007</strong> <strong>Reference</strong> <strong>document</strong> - VALEO 5 PAGE 187 1 2 3 4 5 6
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2007 Reference document
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Group profile 2007 Valeo is an inde
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Gross margin In % of net sales Oper
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Basic earnings per share for the ye
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valeo added TM < Contents > 1 Activ
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1998 ■ Acquisition of the Electri
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The Group 1. Description and organi
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■ ■ ■ ignition components; in
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■ LED front and rear lighting and
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Valeo Climate Control has four prod
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Geographical presence The Group opt
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■ In a world first, the Volkswage
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Other contributions from Valeo Prod
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production (source: J.D. Power). In
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Outlook In 2008, Valeo is aiming to
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Valeo addresses these challenges th
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Percentage of ISO 14001 and OHSAS 1
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The increase in the ratio of energy
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Overall, Valeo used higher tonnages
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All Valeo Group sites will be certi
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At December 31, 2007, 11,738 employ
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At December 31, 2006 (In millions o
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5.6. Contingent liabilities The Gro
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