Internal policy relating to trading in securities and compliance with French laws and regulations applicable to insider trading.

Transcription

1 «In case of a doubt concerning the interpretation of the text please note that the French document will take precedence. Valeo Internal policy relating to trading in securities and compliance with French laws and regulations applicable to insider trading. Date: 23 rd January 2008 The Internal policy of Valeo (the Policy) describes in its first chapter (I.) the rules relating to trading in securities by all Valeo employees and corporate officers. This part further describes certain of the main legal provisions on which this Policy is based. In a second part (II.) The Policy describes specific obligations that must be respected by certain categories of persons within the Group, when being provided with insider information. These categories are: Board members Executive officers as well as by the executive officers of its Branches and/or subsidiaries (together the Group Executives ) Employees with permanent access to insider information because of their position within the Group or within its subsidiaries, and\or due to their professional relations with Group Top Management Employees who may occasionally appear on Valeo s list of insiders whenever their duties cause them to have temporary access to insider information concerning Valeo. And more generally, all employees having a direct access during their professional activity and\or a specific mission to insider information (giving them the quality of insider ). These persons, holding information that may affect the price of Valeo shares on the Stock Market, do not need to be notified that they are insiders, and that, as such, they have to respect the whole Policy. In its third part (III.) the Policy describes the consequences of a potential violation of its provisions. Indeed, failure to comply with the rules set forth in this Policy and, more generally, with applicable laws and regulations, may subject Valeo and/or the individuals concerned to civil, criminal or administrative penalties. I. Provisions applicable to all employees and corporate officers 1) Legal background Insofar as Valeo s shares are listed on the Eurolist of Euronext, Valeo is subject to French criminal laws and the regulations of the Autorité des Marchés Financiers (the AMF ), in particular those applying to insider trading ( délit d initié and obligations d abstention ). Under these provisions, it is prohibited for Group Executives to: trade or permit trading in Valeo s securities (shares, bonds, etc. and any derivatives linked to such securities) on their own behalf or someone

2 else s, directly or indirectly, at a time when they are in possession of insider information, pass on insider information to any person, particularly in circumstances which might permit such a person to trade in Valeo s securities, and recommend to any person to acquire or sell (or to have acquired or sold) any of Valeo s securities based on insider information. For these purposes, insider information means any information which has not been made public, which concerns, directly or indirectly, Valeo or one or more of its securities and which: is a specific piece of information, meaning one which (i) includes information on circumstances or events that have occurred or are likely to occur and (ii) from which it is possible to draw a conclusion concerning the possible effect of such circumstances or events on the price or value of Valeo s securities; and is information that, if made public, would be likely to have a material impact on the price or value of Valeo s securities, meaning information that a reasonable investor could use as a basis for deciding whether to buy, sell, or hold Valeo s securities. With respect to criminal offenses, insider information generally would relate to the prospects or the condition of Valeo or the prospects of Valeo s securities. Common examples targeted by this rule include information relating to financial results, the issuance by Valeo of securities listed in France or abroad, major acquisitions or divestitures, significant changes in the financial condition or operating results, the execution of new significant contracts, the launch of new products or services, or new dividend policies, etc. Both positive and negative information will be considered material if it would likely result in an increase or decrease in the price of securities or could have an impact on the investor s decision to buy or sell securities. 2. Confidentiality Unauthorized disclosure of insider information, even to family members, is strictly prohibited. Such disclosures may lead to illegal trading in Valeo s securities and have an adverse effect on the company s condition. Any disclosures made to the financial community, including the press, must be made through authorized representatives of Valeo or be previously authorized by Valeo s Chairman and Chief Executive Officer (Président- Directeur Général). II. Valeo Policy : Specific provisions for certain categories of persons provided with insider information (below " persons ), as described page 1. Valeo has adopted the following Policy with respect to transactions in its securities in order to help assure that persons comply with applicable laws and regulations. In addition to this Policy, it is each Group Executive s responsibility to ensure that he or she 2

3 complies with all laws and regulations applicable to him or her in connection with his or her position, including securities laws and regulations applicable to insider trading as briefly summarized in this Policy. In addition, in accordance with applicable regulations, Valeo will create, update and make available to the AMF a list of people that are employed by it and have access, either regularly or occasionally, to insider information concerning, directly or indirectly, Valeo, as well as third parties having access to the same information in the context of their professional relationship with Valeo. This list will entail the regulated automated processing of personal information. Group Executives who hold the positions of Chairman, Chief Executive Officer (Directeur Général), Deputy Chief Executive Officer (Directeur Général Délégué) or director of Valeo, as well as the headquarters operating managers and managers of the Group s operating divisions due to their duties have regular access to insider information concerning Valeo and as a result appear on Valeo s list of permanent insiders. Other employees may occasionally appear on Valeo s list of insiders whenever their duties cause them to have temporary or permanent access to insider information concerning Valeo. 1. Trading in Valeo s securities Trading on the basis of insider information is prohibited at all times. These persons are at all times prohibited from trading in Valeo s securities (including the sale of shares acquired or subscribed through the exercise of stock options) if they are aware of any insider information relating to Valeo or any other entity, including Valeo s subsidiaries, competitors, suppliers, customers or any other persons with whom Valeo or its subsidiaries do business. Moreover, persons who hold insider information must not allow anyone to buy or sell Valeo s securities, whether or not on their behalf. In case of doubt concerning the insider nature of any information, the persons involved should contact the Group s General Counsel, and with respect to directors, they should, before engaging in any trading in the Company s securities, confirm with the Group s General Counsel that, due to their position as director or member of a committee created by the Company s board of directors, they do not hold information which could be considered insider information. Once such insider information is made public, trading in Valeo s securities may occur only after ten full trading days have elapsed. (Including the stocks sales resulting from the purchase options exercise and\or from subscription options) In addition, even when not in possession of insider information or following this delay period, persons are prohibited from trading in Valeo s securities during Non- Authorized Periods (as defined below). Non-Authorized Periods. Non-Authorized Periods, aside from significant events or decisions which would constitute insider information, start on the last day of each quarter of Valeo s fiscal year and end ten full trading days after the publication of the results 3

4 relating to the period just ended (i.e., publication of annual, half-yearly or quarterly results, as applicable). Notwithstanding the above, even during time periods that are not Non- Authorized Periods, these persons are prohibited from trading in securities while in possession of any information which could be considered insider information. Entities concerned. This Policy concerning trading in Valeo s securities applies in the same fashion to the acquisition or sale (or any futures transaction) by these persons of securities of another company, if such transaction is based on insider information obtained in connection with his or her position. For example, any acquisition or sale (or any futures transaction) of securities of a company that Valeo or its subsidiaries contemplate acquiring is strictly prohibited until the expiration of a period of ten trading days following public announcement of the transaction. Similarly, this Policy applies mutatis mutandis to all trading in the securities of a Valeo subsidiary whose shares or other securities are admitted to listing on Euronext or any other securities market. 2. Information Notifications to the AMF. Group Executives who hold the positions of Chairman, Chief Executive Officer (Directeur Général), Deputy Chief Executive Officer (Directeur Général Délégué) or director of Valeo (the Notifying Executives ) and people having close personal ties with any of them (as such persons are defined below) must notify to the AMF any acquisition, sale, subscription or exchange of Valeo s securities (shares, securities giving access to the share capital, futures or options linked to such securities) as well as any transaction on securities linked to such securities (the Transactions ), as soon as the cumulated amount of Transactions (as such amount is computed in accordance with the provisions of Article of the AMF General Regulation) exceeds 5,000 for the current calendar year. These notifications must be sent by electronic means to the AMF no later than five trading days following completion of the Transactions, according to the terms and conditions provided for in Articles et seq. of the AMF General Regulation. These notifications will be put online on the AMF website. Notifications to the Company. The Notifying Executives and people having close personal ties with any of them must inform Valeo s General Counsel, within five trading days, of the completion of any Transaction and, in case of notification to the Autorité des marchés financiers, send him a copy of this notification. People having close personal ties with any of the Notifying Executives. Shall be deemed as people having close personal ties with the Notifying Executives: 1. the spouse not legally separated or the partner with whom the Notifying Executive is bound by a pacte civil de solidarité; 2. children on whom the Notifying Executive exercises parental rights, or residing at his/her home usually or periodically, or for which he/she is actually and permanently responsible ; 4

5 3. any other relative or relative by affinity having resided at his/her domicile for at least one year on the date of the transaction concerned; 4. any legal entity, other than the Company, incorporated under French law or a foreign law: a) the management or administration of which is ensured by a Notifying Executive or by any of the persons mentioned in 1, 2 or 3 above and acting in any of such persons interest; or b) controlled, directly or indirectly, within the meaning of Article L of the French Commercial Code, by a Notifying Executive or by any of the persons mentioned in 1, 2 or 3 above; or c) incorporated to the benefit of a Notifying Executive or any of the persons mentioned in 1, 2 or 3 above; or d) for which a Notifying Executive, or any of the persons mentioned in 1, 2 or 3 above, benefits at least of the majority of economic profits. Registration of shares. Notifying Executives and people having close personal ties with any of them are also required to hold Valeo s shares in registered form. Generally, Valeo recommends that all Valeo s shares owned by the Group s Executives be held under registered form. 3. Trading in securities by family members and other Valeo outsiders If, notwithstanding their confidentiality obligation, persons happen to share insider information with Valeo outsiders, they must take all measures necessary to ensure that such persons do not trade in Valeo s securities. Additionally, persons must ensure that their close family members, in particular spouse, children and any other person living with them, do not trade in Valeo s securities during Non-Authorized Periods. III. Policy violation Failure to comply with this Policy relating to trading in Valeo s securities may result in liability for the Group Executives involved and/or Valeo in accordance with applicable laws and regulations. ***** 5

6 FORM OF ACCEPTANCE I hereby acknowledge and confirm having received and read the policy adopted by Valeo relating to trading in securities and compliance with French laws and regulations applicable to insider trading. I understand the contents of this policy and hereby undertake to comply with all of its provisions. Date: (Signature) (Name) Please sign and return a duly completed and signed copy of this Acceptance Form to the Group s General Counsel. 6