Our financial results for 2012 were a further sign of our strong momentum. In the context of a particularly difficult automotive market in Europe, 2012 was characterized by the Group's record order intake of 15.8 billion euros (representing an increase of almost 60% compared with the order intake recorded only five years ago), with sales growing by 8.2% and operating margin rising 3% to 725 million euros (6.2% of sales).

The solid results achieved in 2012 testify to the success of the Group's strategy of stepping up growth through innovation and expansion in Asia and emerging countries.

Innovations represented approximately 30% of order intake. For the first time, our R&D efforts exceeded the 1 billion euro mark. We are placing ever greater priority on reducing CO

2 emissions

and fuel consumption, in line with the regulations in force in our main markets and the focus accorded by our customers and consumers alike. Our "intuitive driving" innovations aim to make driving safer, more economical and more enjoyable.

In 2012, the Group continued to grow rapidly in Asia and emerging countries, which accounted for 54% of original equipment sales for the year. With 16% growth in sales, China is on track to joining France as Valeo's leading country by 2015. With Asian and German customers representing

Dear Shareholders,Contents

57% of original equipment sales, we are well positioned to capitalize on the development of these automakers which is outpacing market growth.

Finally, Valeo's strong financial position provides the means to finance its development. We are confident in the Group's outlook for the future, and the forthcoming Shareholders’ Meeting will be asked to vote on the payment of a dividend of 1.50 euros per share.

Once again, I would like to thank you on behalf of all our employees at Valeo for your continued support, and I look forward to seeing you on June 6 at the Shareholders’ Meeting.

Jacques AschenbroichChief Executive Officer

�Valeo�at�a�glance� 4

April 2013

Bietigheim plant, Comfort and Driving Assistance Systems

� 2012�results�� 2

�Products�and�Innovations� 3

Shareholders’

Letter

2 Valeo Shareholders' Letter // April 2013

2012 results

In 2012, Valeo reported:

A record order intake of 15.8 billion euros

Solid results in the context of a particularly difficult automotive market in Europe

Sales up 8.2% Operating margin of 6.2% of sales Net income of 380 million euros, or 3.2% of sales Earnings per share (excluding non-recurring items) of 5.56 euros/share Free cash flow of 81 million euros, reflecting increased investments

n H1 n H2

(in billions of euros) % of order intake

Innovation28%

Europe44%

Asia34%

Americas22%

CA GR+20%

2009

3.1

6.1

9.2

2010

6.5

6.0

12.5

2011

7.7

7.2

14.9

2012

8.0

7.8

15.8

(in millions of euros)

Net debt

Dec. 31, 2011

523

Dec. 31, 2012

763

Dec. 31, 2010

278

Net debt stood at 763 million euros at the end of 2012, reflecting increased investments following the rise in order intake and higher working capital requirement as a result of the fall in activity in Europe as from the third quarter.

Operating margin(in millions of euros and as a % of sales)

Operating margin for 2012 (before other income and expenses) came out at 725 million euros or 6.2% of sales.

617

2010

704

2011

725

2012

6.4% 6.5%6.2%

Net income(in millions of euros)

Earnings per share (excluding non-recurring items) (in euros)

Earnings per share (in euros)

In 2012, Valeo posted net income of 380 million euros and earnings per share excluding non-recurring items in line with 2011 at 5.56 euros.

427365

2011

380

20122010

4.86

5.68 5.565.03

April 2013 // Valeo Shareholders' Letter 3

Products and Innovations

At the 19th World Congress on Intelligent Transport Systems which was held in Vienna in October 2012 and drew 10,000 visitors from 90 countries, Valeo unveiled its new generation of the Park4U® system: Valet Park4U®. The previous version – Park4U® Remote – used a smartphone app to maneuver the vehicle into its parking spot.

But Valet Park4U® takes automation to a whole new level: the driver simply steps out of the vehicle in proximity to the parking space, and using the numerous sensors built into its bodywork, the car simply parks itself.

Intuitive driving is the new breakthrough concept in the automotive sector and a key growth driver for Valeo:

"Imagine a telephone that does what you want it to do, even before you've told it to," s ay s Pa t r i ce Re i l ha c , I nnova t i on & Collaborative Research Director for the Comfort and Driving Assistance Systems Business Group. "Well in the same vein, it isn't enough for a vehicle to simply park itself; it should also be able to tell the driver whether there's an available parking space."

The rules of the game are changing, with drivers demanding ever greater vehicle connectivity and automation. Expectations having been heightened by devices such as

the iPhone and iPad, today's drivers naturally want constant access to their e-mail, music, the internet, etc. in their car.

They also expect a high level of automation. Functions such as windshield wipers and headlamps have been automated for a while now, and parking assistance systems are heading that way too. The next step could be fully-automated cars able to take over certain tasks such as driving in traffic jams, leaving the driver free to change the destination on the satnav, for example, or to send an e-mail.

Obviously, safety comes first: "One of our major challenges is in getting to grips with the new broader man-machine interface", emphasizes Patrice Reilhac. "Data can be

Intuitive driving,

another step towards reducing CO2

emissions

It's no longer enough for cars to be merely "intelligent". These days, the buzzword is "intuitiveness", guided by the principle that vehicles should be both easy to operate and user friendly.

Valet Service

Valet Park4U®

With the new Valet Park4U®

system, cars find a suitable

space and park themselves.

entered using switches or touch screens. For safety reasons, being able to control how and when the driver receives information via the screen or head-up display is crucial. We are in the process of developing systems that observe what the driver is doing at a given moment so as to be able to select the data that can be transmitted safely."

as of March 29, 2013

April 2013 // Valeo Shareholders' Letter 4

���April�24,�2013�2013 first-quarter sales

���June�6,�2013 Ordinary and Extraordinary Shareholders' Meeting

���July�30,�2013 2013 half-year results

���October�17,�2013 2013 third-quarter sales

���Valeo�Investor�Relations�43, rue Bayen 75848 Paris Cedex 17 France

���Toll-free�number�(in�France)��

���Website�www.valeo.com

Valeo at a glance

2013 calendar

Ownership structure

Contacts

Number of shares: 79,462,540Number of voting rights: 82,984,380

New

Have our publications delivered right to your mailboxWe can deliver all our publications by e-mail, keeping you right up to date with events at Valeo. This easy solution facilitates communication with our shareholders.By opting for e-mail delivery, you will receive an electronic version of our Shareholders’ Letter, quarterly e-Newsletter, financial and other press releases, etc. Going paperless is also good for the environment.

Subscribe by visiting http://valeo.relations-actionnaires.com

Writ

ten

and

edite

d in

Apr

il 20

13 -

Des

ign

and

prod

uctio

n: S

EITO

SEI -

Pho

to c

redi

ts: a

ll rig

hts

rese

rved

(1) Dividend of 1.50 euros per share proposed at the Shareholders’ Meeting called to approve the financial statements for the year ended December 31, 2012.

(2) Eligible for the 40% tax allowance provided for in Article 158-3-2° of the French Tax Code (Code général des impôts) and the 21% flat rate withholding tax provided for in Article 117 quater i.1 of said code and Article 9 of the 2013 French Finance Act.

The above explanations are provided for information only. Shareholders seeking further information regarding the tax implications of their shareholdings should contact their financial advisor.

Share price

0

5

10

15

20

25

30

35

40

45

50

2009 2010 2011 2012 2013J A J O J A J O J A J O J A J O J

December 31, 2008 - March 28, 2013

Valeo STOXX 600 A&AP (index of European automakers and automotive suppliers) rebased CAC 40 rebased

27

31

35

39

43

01/02/12 03/28/13

January 2, 2012 - March 28, 2013

(in euros)

* Including 2,982,204 treasury shares (3.75% of the share capital).

Lazard AM

(4.86%)5.08%

Fonds stratégique d'investissement (FSI)

(5.57%)5.81%

Caisse des dépôts et consignations (CDC)

(5.40%)3.03%

(84.17%)

Other*

86.08%

2010 2011 2012 March 28, 2013

Market capitalization at year-end (in billions of euros) 3.34 2.43 2.99 3.35

Number of shares 78,628,798 79,269,596 79,462,540 79,462,540

Highest share price (in euros) 45.70 49.88 43.31 45.43

Lowest share price (in euros) 20.07 27.46 29.80 37.25

Average share price (in euros) 29.04 39.00 36.30 41.22

Share price at year-end (in euros) 42.47 30.71 37.64 42.22

Stock market data

Per share data

in euros 2010 2011 2012

Net income 4.86 5.68 5.03

Net income excluding non-recurring items 4.86 5.68 5.56

Net dividend 1.20 1.40 1.50(1) (2)

% of share capital (% of voting rights)