Forvia ex Faurecia : S.E - Results Notice Long Form

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S.

PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES (EACH AS DEFINED IN REGULATION S ("REGULATION S") OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA, OR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE.

7 March 2024

FORVIA S.E. (FORMERLY FAURECIA S.E.) ANNOUNCES THE RESULTS OF TENDER OFFERS

to purchase for cash its

€1,000,000,000 2.625 per cent. Senior Notes due 2025 (ISIN XS1785467751) (of which €1,000,000,000 in aggregate

nominal amount are outstanding) (the "2025 Notes") and €950,000,000 7.250 per cent. Sustainability-Linked

Senior Notes due 2026 (ISIN XS2553825949) (of which €799,921,000 in aggregate nominal amount are outstanding) (the "2026 Notes" and, together with the 2025 Notes, the "Notes" and each a "Series")

(the "Tender Offers")

This notice (the "Notice") must be read in conjunction with the tender offer memorandum dated 28 February 2024 (the "Tender Offer Memorandum") which has been prepared by FORVIA S.E. (the "Offeror") in relation to the Tender Offers. Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.

On 28 February 2024, the Offeror announced the launch of the Tender Offers in respect of the Notes. Under the terms of the Tender Offers, holders of the Notes (subject to offer restrictions) were invited to tender the Notes held by such holders for purchase by the Offeror for cash.

The Tender Offers expired at 4:00 p.m. (London time) on 6 March 2024 (the "Expiration Deadline").

In accordance with the provisions of the Tender Offer Memorandum, the Offeror decided to increase (i) the Total Maximum Acceptance Amount (as defined in the Tender Offer Memorandum) from €750,000,000 to €800,000,000 and (ii) the 2026 Notes Sub-Cap (as defined in the Tender Offer Memorandum) from €150,000,000 to €219,746,000.

Final Results of the Tender Offers

Final aggregate nominal amount of 2025 Notes accepted for purchase by the Offeror pursuant to the relevant Tender Offer: €580,254,000

Aggregate nominal amount of 2025 Notes tendered pursuant to the relevant Tender Offer as at the Expiration Deadline: €580,254,000

Pro-ration factor in relation to 2025 Notes: Not applicable

Aggregate nominal amount of 2025 Notes outstanding after the Settlement Date (as defined below): €419,746,000

Final aggregate nominal amount of 2026 Notes accepted for purchase by the Offeror pursuant to the relevant Tender Offer: €219,746,000

Aggregate nominal amount of 2026 Notes tendered pursuant to the relevant Tender Offer as at the Expiration Deadline: €542,065,000

Pro-ration factor in relation to 2026 Notes: 38.3624%

Aggregate nominal amount of 2026 Notes outstanding after the Settlement Date: €580,175,000

Final Acceptance Amount: €800,000,000

Settlement

The settlement date for the Tender Offers is expected to be 11 March 2024, or as soon as reasonably practicable thereafter (the "Settlement Date"), unless the Offeror amends or extends the Settlement Date at its sole discretion.

On the Settlement Date, subject to the conditions of the relevant Tender Offer:

• holders of Notes that have been tendered and accepted for purchase pursuant to the relevant Tender Offer, or the identified accountholders, or the relevant Clearing System on their behalf, as the case may be, must deliver to the Offeror good and marketable title to such Notes, free and clear of all liens, charges, claims, encumbrances, interests, rights of third parties and restrictions of any kind; and

• in return the relevant holder of such Notes will receive, as applicable and solely by credit to the Clearing System account in which the Notes being purchased pursuant to the relevant Tender Offer were held, the cash to which the relevant holder of such Notes is entitled.

Under no circumstances will interest on the relevant Purchase Price of the Notes be paid by the Offeror by reason of any delay in the payment to holders of the Notes on the Settlement Date, other than a delay caused by a failure of the Offeror to make full payment of the relevant Purchase Price and Accrued Interest, if any, on the Settlement Date. In case of any such failure, the Offeror shall not be liable for any consequential, punitive or other similar damages.

Notes purchased by the Offeror pursuant to the Tender Offers will be immediately cancelled and will not be re-issued or re-sold. Notes which have not been submitted and accepted for tender or have not been successfully submitted for tender and purchased pursuant to the Tender Offers will remain outstanding after the Settlement Date.

A holder of Notes who participates in the Tender Offers will not be required by the Offeror to pay any charges, costs or expenses relating thereto. However, certain charges, costs and expenses may be charged by a holder's broker, dealer, financial adviser or consultant, bank, custodian, trust company or other financial institution or nominee, and any fees, commissions or other charges, costs or expenses charged by any such person shall be borne by the relevant holder of Notes, as will any charges, costs or expenses charged to such holder by the Clearing Systems or Direct Participants (as defined in the Tender Offer Memorandum) of the Clearing Systems in connection with the receipt of the cash consideration.

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Contact Information

THE OFFEROR

FORVIA S.E. (formerly Faurecia S.E.)

23-27 avenue des Champs Pierreux

92000 Nanterre

France

STRUCTURING AGENTS AND DEALER MANAGERS

BofA Securities Europe SA	Banco Santander, S.A.
51 Rue La Boétie	Ciudad Grupo Santander
75008 Paris	Avenida de Cantabria s/n
France	28660
	Boadilla del Monte
Attn: Liability Management Group	Madrid, Spain
By telephone: [phone]
By email: [e-mail]	Attn: Liability Management
	By email: [e-mail]
DEALER MANAGERS

Crédit Agricole Corporate and Investment Bank	MUFG Securities (Europe) N.V.
12, place des Etats-Unis	World Trade Center, Tower One, 11th Floor
CS 70052	Zuidplein 98
92547 Montrouge Cedex	1077 XV Amsterdam
France	The Netherlands
Attn: Liability Management	Attn: Legal - Primary Markets
By telephone: [phone]	By email: [e-mail]
By email: [e-mail]

INFORMATION AND TENDER AGENT

D.F. King Ltd.

65 Gresham Street

London, EC2V 7NQ

United Kingdom

Tel: [phone]

Email Address: [e-mail]

Tender Offer Website: https://www.dfkingltd.com/Forvia

	LEGAL ADVISERS
To the Offeror	To the Dealer Managers
White & Case LLP	Latham & Watkins AARPI
19, place Vendôme	45, rue Saint-Dominique
75001 Paris	75007 Paris
France	France

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None of the Structuring Agents and Dealer Managers, the Dealer Managers, the Information and Tender Agent or their respective directors, officers, employees, agents, advisors or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Tender Offers contained in this Notice or in the Tender Offer Memorandum or for any failure by the Offeror to disclose events that may have occurred which may affect the accuracy of the information in this Notice or in the Tender Offer Memorandum.

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