Valeo : Communique AMF CP. CP22873513

Execution version

Final Terms

EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines on EU MiFID II product governance requirements published by ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("EU MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point

1. of Article 4(1) of EU MiFID II or (iii) not a qualified investor as defined in the EU Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation 2017/1129 (as amended, the "Prospectus Regulation") as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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36-41046047

Final Terms dated 25 November 2022

Valeo

Legal Entity Identifier (LEI): 5493006IH2N2WMIBB742

Issue of EUR 750,000,000 Sustainability Linked Bonds due 2027 under the Euro 5,000,000,000 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 14 June 2022 which received approval no. 22-211 from the Autorité des marchés financiers (the "AMF") on 14 June 2022 and the supplement to the Base Prospectus dated 21 November 2022 which received approval no. 22-456 from the AMF on 21 November 2022 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as may be amended from time to time, the "EU Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented. 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 as so supplemented. The Base Prospectus and the supplement to the Base Prospectus and the Final Terms are available 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.amf- france.org) and (b) the Issuer (www.valeo.com) and copies may be obtained free of charge from Valeo, 100 rue de Courcelles, 75017 Paris, France.

1.	Issuer:		Valeo
2.	(i) Series Number:	13
	(ii) Tranche Number:	1
	(iii) Date on which the	Not Applicable
	Notes become fungible
3.	Specified Currency:	Euro ("EUR")
4.	Aggregate	Principal
	Amount of Notes :
	(i) Series:		EUR 750,000,000
	(ii) Tranche:		EUR 750,000,000
5.	Issue Price:		99.483 per cent. of the Aggregate Principal Amount
6.	Specified Denomination:	EUR 100,000
7.	(i) Issue Date:		28 November 2022
	(ii) Interest		Issue Date
	Commencement Date:
8.	Maturity Date:		28 May 2027
9.	Interest Basis:		5.375 per cent. Fixed Rate, subject to the Step Up Option
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

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1. Put/Call Options:
2. Change of Control:
3. (i) Status of the Notes:
4. 1. Date of corporate authorisations for issuance of Notes:
5. Fixed Rate Note Provisions
6. 1. Rate of Interest:
   2. Interest Payment Date:
   3. Fixed Coupon Amount:
   4. Broken Amount(s):
   5. Day Count Fraction:
   6. Determination Dates:
   7. Other terms relating to the method of calculating interest for Fixed Rate Notes:
   8. Party responsible for
      calculating Interest Amounts (if not the Calculation Agent)
7. Floating Rate Note Provisions
8. Change of Interest Basis:
9. Zero Coupon Note Provisions
10. Step Up Option
11. 1. Step Up Event:

Make-whole Redemption by the Issuer

Residual Maturity Call Option

Clean-Up Call Option

(further particulars specified below)

Change of Control Put Option

Unsubordinated Notes

Resolution of the Board of Directors of the Issuer dated 24 February 2022 and the décision d'émission dated 23 November 2022

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

Applicable

The Notes are subject to the Step Up Option

The Initial Rate of Interest is 5.375 per cent. per annum payable in arrear on each Interest Payment Date

(further particulars specified in item 18 of these Final Terms)

28 May in each year, commencing on 28 May 2023 and ending on the Maturity Date

EUR 5,375 per Note of EUR 100,000 Specified Denomination

EUR 2,665.41 per Note of EUR 100,000 Specified Denomination payable on the Interest Payment Date falling on 28 May 2023

Actual/Actual (ICMA)

28 May in each year

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Applicable

Carbon Reduction KPI Event

1. SPT: 37.95 million CO2eq tons in 2025 (Intermediary reduction target)

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		(ii) Target Observation Date: 31 December 2025
	(ii) Step Up Margin:	0.75 per cent. per annum
	(iii) Step Up Date:	Applicable for the next Interest Period following the Target
		Observation Date i.e. the Interest Period ending on 28 May 2027
19.	Premium Payment	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call Option	Not Applicable

21. Make-whole Redemption Applicable by the Issuer:

(i) Notice Period:	Condition 6(b)(ii) will apply
(ii) Parties to be notified (if	Not Applicable
other than set out in
Condition 6(b)(ii)
(iii)	Make-whole	0.50 per cent.
Redemption Margin:
(iv)	Make-whole	DIIS Group
Calculation Agent:	12 rue Vivienne
		75002 Paris
		France
		[e-mail]

1. 1. Reference Screen Rate:
   2. Reference Security:
   3. Reference Dealers:
2. Residual Maturity Call Option:
3. 
   Date from which the Residual Maturity Call Option may be exercised:
4. Clean-UpCall Option:
5. Put Option
6. Change of Control Put Option:
7. Final Redemption Amount of each Note
8. Early Redemption Amount (Tax or Illegality)
9. 
   Early Redemption
   Amount(s) (Tax or Illegality) of each Note payable on redemption for taxation reasons, on an event of default or other early redemption:
10. Form of Notes:
11. 1. Form of Dematerialised Notes:

Not Applicable

OBL 0% due April 2027

As set out in the Conditions

Applicable

The Issuer may exercise the Residual Maturity Call Option starting on 28 February 2027 and at any time thereafter

Applicable

Not Applicable

Condition 6(c)(ii) will apply

EUR 100,000 per Note of EUR 100,000 specified denomination

EUR 100,000 per Note of EUR 100,000 specified denomination

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Dematerialised Notes

Applicable (bearer dematerialised form (au porteur))

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1. 1. Registration Agent:
   2. Temporary Global Certificate:
   3. Applicable TEFRA exemption:
2. Financial Centre(s):
3. Talons for future Coupons to be attached to Definitive Bearer Materialised Notes (and dates on which such Talons mature):
4. Redenomination,
5. 
   renominalisation and reconventioning provisions:
6. Consolidation provisions:
7. Masse

1. (i) If syndicated, names of Managers:
2. If non-syndicated, name of Dealer
3. USSelling Restrictions(Categories of potential investors to which the Notes are offered):

PURPOSE OF FINAL TERMS

Not Applicable

Not Applicable

Not Applicable

Not Applicable

No

Not Applicable

Not Applicable

Name and address of the Representative:

MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre 33, rue Anna Jacquin

92100 Boulogne Billancourt France

Represented by its Chairman

The Representative will be entitled to a remuneration of EUR 450 (excluding VAT) per year

DISTRIBUTION

BNP Paribas

Citigroup Global Markets Europe AG

Crédit Agricole Corporate and Investment Bank

Crédit Industriel et Commercial S.A.

Mizuho Securities Europe GmbH

MUFG Securities (Europe) N.V.

Natixis

Not Applicable

Reg. S Compliance Category 2 applies to the Notes;

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 5,000,000,000 Euro Medium Term Note Programme of Valeo (the "Issuer").

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

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