Valeo

Capital/Financing Update • Jun 4, 2015

Final Terms dated 29 May 2015

Valeo

Issue of Euro 30, 000, 000 Floating Rate Notes due July 2016 under the Euro 3,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 7 May 2015 which received visa no. 15-178 from the Autorité des marchés financiers (the "AMF") on 7 May 2015 which constitutes a base prospectus for the purposes of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended in particular by Directive 2010/73/EU (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus . The Base Prospectus and the Final Terms are available, in accordance with Article 14 of Directive 2003/71/EC, for viewing at the office of the Paying Agents during normal business hours and on the websites of (a) the Autorité des marchés financiers (www.amffrance.org) and (b) the Issuer (www.valeo.com) and copies may be obtained free of charge from Valeo, 43 rue Bayen, 75017 Paris, France...

1.	$(i)$ Issuer:	Valeo
2.	(i) Series Number:	6
	Tranche Number: (ii)	1
3.	Specified Currency or Currencies:	Euro
4.	Aggregate Principal Amount of Notes:
	Series: (i)	Euro 30,000,000
	Tranche: (ii)	Euro 30,000,000
5.	Issue Price:	100per cent. of the Aggregate Principal Amount
6.	Specified Denomination:	Euro 100,000
7.	(i) Issue Date:	1 June 2015
	(ii) Interest Commencement Date:	Issue Date
8.	Maturity Date:	Interest Payment Date falling in or nearest to July 2016
9.	Interest Basis:	From and including the Interest Commencement Date to but excluding the First Interest Payment Date (the "First Period") 1 Month Euribor $+0.22$ per cent. Floating Rate.
		From and including the First Interest Payment Date to but excluding the Maturity Date (the "Second Period"): 3 Months

Euribor +0.22 per cent. Floating Rate.

(further particulars specified in Paragraph 17 (as applicable))

	10. Redemption Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
	11. Change of Interest or Basis:	Not applicable
	12. Put/Call Options:	Not Applicable
13.	Change of Control:	Condition $6(c)(ii)$ will apply
14.	(i) Status of the Notes:	Unsubordinated Notes
	(ii) Date of corporate authorisations for issuance of Notes:	Resolution of the Board of Directors of the Issuer dated 26 March 2015
	15. Method of distribution:	Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

		16. Fixed Rate Note Provisions	Not Applicable
17.		Floating Rate Note Provisions	Applicable
	(i)	Interest Period(s):	The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first $(1st)$ Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.
	(ii)	Specified Interest Payment Dates:	In respect of the First Period: 1 July 2015, subject to adjustment in accordance with the Business Day Convention set out in (iv) below.
			In respect of the Second Period: 1 January, 1 April, 1 July, 1 October, 1 July in each year beginning on 1 October 2015 up to and including Maturity Date, subject to adjustment in accordance with the Business Day Convention set out in (iv) below
		(iii) First Interest Payment Date:	1 July 2015
		(iv) Business Day Convention:	Modified Following Business Day Convention
	(v)	Business Centre(s):	TARGET
	(vi) Manner in which the Rate(s) Interest is/are of be to determined:		Screen Rate Determination
		(vii) Party for responsible calculating the Rate(s) of Interest and / or Interest Amount(s) (if not the [Fiscal Agent]):	Not Applicable

		(viii) Screen Rate Determination:	Applicable
		$-$ Reference Rate:	In respect of the First Period: 1 Month Euribor
			In respect of the Second Period: 3 Months Euribor
		Determination $-$ Interest Date(s):	The second day on which the TARGET System is open prior to the start of each Interest Period, at 11.00 AM Paris time.
	- Relevant Screen Page: ISDA Determination: (ix) $Margin(s)$ : (x)		Reuters page EURIBOR01
			Not Applicable
	Minimum Rate of Interest: (xi) (xii) Maximum Rate of Interest:		$+0.22$ per cent. per annum
			Not Applicable
			Not Applicable
		(xiii) Day Count Fraction:	Act/360
	18. Zero Coupon Note Provisions		Not Applicable

PROVISIONS RELATING TO REDEMPTION

	19. Issuer Call Option	Not Applicable
20.	Make-whole Redemption by the Not Applicable Issuer:
	21. Investor Put Option	Not Applicable
22.	Put Option upon Change of Condition 6(c)(ii) will apply Control:
23.	Note	Final Redemption Amount of each Euro 100,000 per Note of Euro 100,000 Specified Denomination
	24. Early Redemption Amount (Tax)
	Redemption Early Amount(s) (Tax) of each Note payable on redemption for taxation reasons on an event of default or other early redemption:	Euro 100,000 per Specified Denomination
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
	25. Form of Notes:	Dematerialised Notes
	(i) Form of Dematerialised Notes:	Applicable bearer dematerialised form (au porteur)
	(ii) Registration Agent:	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable

(iv) Applicable TEFRA exemption: Not Applicable (v) Exclusion of the possibility to Not Applicable request identification information of the Noteholders as provided by Condition $1(a)(i)$ :

• 1. Financial Centre(s): TARGET
• 1. Talons for future Coupons to be N₀ attached to Definitive Bearer Materialised Notes (and dates on which such Talons mature):
• Not Applicable 28. Redenomination, renominalisation and reconventioning provisions:
• 1. Consolidation provisions: Not Applicable

• "Masse"

The Notes are not issued outside France and Condition 11 is replaced by the full provisions of French Code de Commerce relating to the Masse.

TBC BY MASSQUOTE

The Initial Representative shall be: MASSQUOTE S.A.S.U RCS 529 065 880 Nanterre 7 bis, rue de Neuilly 92110 Clichy France

Mailing address: 33, rue Anna Jacquin 92100 Boulogne-Billancourt

Represented by its Chairman

The Alternative Representative shall be:

Gilbert Labachotte 8, boulevard Jourdan 75014 Paris France

The Representative's fee is €650 (VAT excluded), payable on the Issue Date by the Issuer.

The Representative will exercise its duty until its dissolution, resignation or termination of its duty by a general assembly of Noteholders or until it becomes unable to act. Its appointment shall automatically cease on the Maturity Date, or total redemption prior to the Maturity Date.

DISTRIBUTION

• 1. (i) If syndicated, names of Not Applicable Managers:
• (ii) Stabilising Manager(s) (if Not Applicable any):
• 1. If non-syndicated, name of Dealer: Société Générale
• 1. US Selling Restrictions(Categories Reg. S Compliance Category 2 applies to the Notes; TEFRA not of potential investors to which the applicable to Dematerialised Notes Notes are offered):

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the Euro 3,000,000,000 Euro Medium Term Note Programme of Valeo (the"Issuer").

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer:

eur cHRISTINE PREVOT-LEUY Bv:

Duly authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $1.$

(i)	Listing:	Euronext Paris
(i)	Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be listed and admitted to trading on Euronext Paris/ with effect from 1 June 2015.
	(iii) Estimate of total expenses Euro 1,300.00 admission related to $\overline{10}$ trading:

2. RATINGS

Ratings:

The Notes to be issued have not been rated

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER $3.$

Save as discussed in the Section "Subscription and Sale" of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

THE NOMINAL INTEREST RATE AND PROVISIONS RELATING TO INTEREST PAYMENT 5.

(i)		The date from which interest becomes payable and due dates for interest:				As per Condition 10 "Prescription"
$\overline{\phantom{a}}$		[1989] 그녀는 아이들 사람들은 그녀는 아이들에게 아이들을 하고 있다.				$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

• (ii) The time limit on the validity As per Condition 10 "Prescription" of claims to interest and repayment of principal:
• (iii) Name of Calculation Agent: BNP Paribas Securities Services

6. OPERATIONAL INFORMATION

• (i) ISIN Code: FR0012759637
• (ii) Common Code: 124154529
• (iii) Any clearing system(s) other Not Applicable than Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification $number(s)$ :
• (iv) Delivery: Delivery against payment

(v) Names and addresses of Initial Paying Agent(s):

BNP Paribas Securities Services (Affiliated with Euroclear France under number 29106) Les grands Moulins de Pantin 9 rue du Débarcadère 93500 Pantin France

(vi) Names and addresses of Not Applicable additional Paying Agent(s) (if any):

(vii) Name and address of any Not Applicable $agent(s)$ paying and depository agent(s) in each country (in addition to the Principal Paying Agent):

7. GENERAL

The aggregate principal amount of Not Applicable Notes issued has been translated into Euro at the rate of [.], producing a sum of (for Notes not denominated in Euro):