Recommendation of the Valeo Board of Directors Regarding the Draft Resolutions of Pardus

Paris, France (ots/PRNewswire) - The Valeo Board of Directors
examined today the draft resolutions presented by Pardus European
Special Opportunities Master Fund L.P. requesting eight Board Members
as well as the voting of a resolution on the procedure to adopt
should the number of Board Members be higher than the maximum legal
limit of eighteen.

The Board noted that the request made by Pardus for eight board
seats was disproportionate to its level of shareholding in Valeo. It
judged that this request would lead to a creeping takeover of the
Group, to the benefit of a shareholder holding only 13% of Valeo's
share capital.

At its 24 April meeting, the Board of Directors had examined the
different letters sent by Pardus. At that time it had accepted to
hold discussions with Pardus, but noted that any eventual
representation of Pardus on the Valeo Board had to respect the
following criteria:

- Not be disproportionate

- Respect the interests of shareholders thus excluding a
creeping takeover

- Exclude any conflicts of interest

- Follow the recruitment process put in place by the Valeo
Board for the choice of independent Board Members

It had proposed to consider at the Annual General Meeting on
21 May the appointment of one Board Member proposed by Pardus.

It became clear following these contacts that no agreement could
be reached at this stage with Pardus that would respect the
principles of good corporate governance as defined by the Valeo
Board.

Moreover, following the contacts made with Pardus, it could not be
determined whether Pardus had abandoned its strategy for Valeo
leading to a link-up with Visteon, which the Board feels would be
particularly adventurous and therefore prejudicial to the Group, its
employees and customers.

The Valeo Board of Directors reaffirmed the principle that the
company's governing bodies to be appointed by the Annual General
Meeting of 21 May should enable Valeo to continue its business in the
interests of all of its shareholders.

In the light of these reflections, the Board of Directors decided
unanimously to recommend that the Annual General Meeting of
Shareholders reject the resolutions of Pardus aimed at appointing
eight members to the Board.

Valeo is an independent industrial group dedicated to the design,
production and sale of components, integrated systems and modules for
cars and trucks. It is one of the world's leading automotive
suppliers. The Group has 131 production sites, 68 R&D centers, 9
distribution platforms, and employs 71,100 people in 29 countries
worldwide.

For all additional information, please contact:

Kate Philipps, Group Communications Director, Tel:
+33-1-40-55-20-65

Rémy Dumoulin, Investor Relations Director, Tel: +33-1-40-55-29-30

For more information about the Group and its activities,
please visit our web site www.valeo.com

ots Originaltext: Valeo Management Services
Im Internet recherchierbar: http://www.presseportal.de

Contact:
For all additional information, please contact: Kate Philipps, Group
Communications Director, Tel: +33-1-40-55-20-65; Rémy Dumoulin,
Investor Relations Director, Tel: +33-1-40-55-29-30