VALEO: 2003 Annual General Meeting and First Meeting of New Board of Directors

PARIS, April 1 -- The Annual General Meeting of Shareholders of Valeo took place on March 31, 2003, under the chairmanship of Noel Goutard, Chairman of the Supervisory Board.

Thierry Morin, Chairman of the Management Board, reviewed the improvement in the Group's results in 2002 and outlined the strategy and resources put in place to ensure the Group's continuing development.

Valeo is re-deploying, restructuring and standardizing its industrial base and supply chain which enables the Group to improve its profitability and its financial situation and to strengthen its competitive position. A strong emphasis on technological innovation is combined with these efforts to ensure increasing sales.

Thierry Morin reviewed the 2002 results which had been previously announced and publicized.

Approval of resolutions: increase of dividend and change of structure into joint stock company (societe anonyme) with a Board of Directors.

The AGM approved all of the resolutions proposed by the Supervisory and Management Boards.

In particular, taking into account the improved results and the outlook for the Group, the Management Board of Valeo, following approval by the Supervisory Board, proposed the payment of a net dividend of 1.00 euro per share, increased by 43 percent from that of 0.70 euro the previous year. The AGM approved this dividend which will be paid out on July 1, 2003. Based on a share price of 23 euros, the yield on this dividend, including the tax credit, is about 6.5 percent.

The shareholders also approved the transformation of Valeo into a joint stock company (societe anonyme) with a Board of Directors, and appointed the Directors.

First meeting of the Board of Directors appointed by the AGM

The Board of Directors nominated by the Annual General Meeting of shareholders met following the AGM. It nominated Thierry Morin as Chairman and as Chief Executive Officer.

The Board paid a tribute to Noel Goutard for his role in the success of Valeo, and in particular for his contribution during the past two years as Chairman of the Supervisory Board. The Board appointed him as Honorary Chairman of Valeo.

        The Board is comprised as follows:

         Messrs.       Thierry Morin, Chairman & CEO
                       Noel Goutard, Honorary Chairman
         Mrs.          Veronique Morali,
         Messrs.       Carlo De Benedetti,
                       Francois Grappotte,
                       Philippe Guedon,
                       Yves-Andre Istel,
                       Jean-Bernard Lafonta,
                       Alain Minc,
                       Erich Spitz.

  Adoption of Best Practices in terms of Corporate Governance

The Board adopted internal governance rules which include a code of good conduct. These rules govern in particular the relations between the Board of Directors and the Chairman & CEO. It sets up a system of corporate governance which corresponds to the best practices amongst listed companies.

The decisions of the Board of Directors will be prepared by four committees: an Audit Committee, a Strategy Committee, an Appointments Committee and a Remuneration Committee.

First quarter 2003 results

The consolidated results for the first quarter will be announced on the morning of April 23, 2003, before the opening of the Paris Stock Exchange.

Valeo is an independent industrial Group fully focused on the design, production and sale of components, integrated systems and modules for cars and trucks. Valeo ranks among the world's top automotive suppliers. The Group has 136 plants, 54 R&D centers, 9 distribution centers and employs around 69,000 people in 25 countries worldwide (end March, 2003).

For more information on the Group and its businesses, consult our Web site: www.valeo.com.