Forvia

IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES (EACH AS DEFINED IN REGULATION S (“REGULATION S”) OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA, OR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Tender Offer Memorandum (the “Tender Offer Memorandum”), whether received by email, another form of electronic communication or otherwise, and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the attached Tender Offer Memorandum. By accepting the email or other communication through which the Tender Offer Memorandum is made available to you and by accessing, reading or making any other use of the attached Tender Offer Memorandum, you agree to be bound by the following terms and conditions, including any modifications made to them from time to time, (in addition to the representations given below) each time you receive any information from FORVIA S.E. (formerly Faurecia S.E.) (the “Offeror”), Banco Santander, S.A. and Crédit Agricole Corporate and Investment Bank (the “Structuring Agents and Dealer Managers”), Banco de Sabadell, S.A. and Deutsche Bank Aktiengesellschaft (together with the Structuring Agents and Dealer Managers, the “Dealer Managers”) or D.F. King Ltd. (the “Information and Tender Agent”) or otherwise as a result of such acceptance, access and/or other use. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the attached Tender Offer Memorandum.

THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE SECURITIES REFERRED TO IN THE TENDER OFFER MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES REFERRED TO IN THE TENDER OFFER MEMORANDUM MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES.

THE ATTACHED TENDER OFFER MEMORANDUM AND ANY RELATED DOCUMENTS SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, SHOULD NOT BE FORWARDED TO ANY U.S. PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES (EACH AS DEFINED IN REGULATION S) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM. ANY SUCH FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE SECURITIES ACT, THE U.S. EXCHANGE ACT OF 1934, AS AMENDED, AND OTHER APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES OR OTHER RELEVANT JURISDICTIONS.

Confirmation of your representation: You have been sent the attached Tender Offer Memorandum on the basis that (i) you have confirmed to the Dealer Managers or the Information and Tender Agent, being the sender of the attached; and (ii) by accepting the attached Tender Offer Memorandum, you shall represent to the Dealer Managers, the Information and Tender Agent and the Offeror that:

• you are a holder or a beneficial owner of the €950,000,000 7.250 per cent. Sustainability-Linked Senior Notes due 2026 (ISIN XS2553825949) (of which €580,175,000 in aggregate nominal amount are outstanding) (the “Notes”);
• you are not a person to whom it is unlawful to send the attached Tender Offer Memorandum or to make an invitation under the Tender Offer (as defined in the Tender Offer Memorandum) under applicable laws and regulations (including, but not limited to, the Offer Restrictions set out in the Tender Offer Memorandum);
• neither you nor any beneficial owner of the Notes nor any other person on whose behalf you are acting, either directly or indirectly, is a U.S. person or is located or resident in the United States (each as defined in Regulation S) and the electronic mail address that you have given to the Dealer Managers or the Information and Tender Agent, as the case may be, and to which the Tender Offer Memorandum has been delivered, is not in the United States;
• you consent to delivery of the attached Tender Offer Memorandum by electronic transmission to you; and
• you are not, and are not acting on behalf of, a Sanctions Restricted Person (as defined in the Tender Offer Memorandum).

The attached Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Offeror, the Dealer Managers, the Information and Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent.

You are reminded that the attached Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the attached Tender Offer Memorandum may be lawfully made available in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver, transmit, forward or otherwise distribute the attached Tender Offer Memorandum, directly or indirectly, to any other person.

Neither the Tender Offer Memorandum nor any other materials relating to the Tender Offer constitute an offer to buy any Notes, or a solicitation of an offer to sell any Notes, and Electronic Tender Instructions (as defined in the Tender Offer Memorandum) will not be accepted from holders of Notes, in any jurisdiction in which such offer or solicitation is unlawful. If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is a licensed broker or dealer in that jurisdiction, such Tender Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in the jurisdiction where it is so licensed.

The distribution of the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, the United Kingdom, Italy and France) may be restricted by law. See the “Certain Offer and Distribution Restrictions” section of the Tender Offer Memorandum. Persons into whose possession this document comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent (each as defined below) to inform themselves about, and to observe, any such restrictions.

The attached Tender Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended (“FSMA”) does not apply. Accordingly, the attached Tender Offer Memorandum is not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.

Insofar as the communication in the attached Tender Offer Memorandum and such documents and/or materials is made to or directed at relevant persons, any investment or investment activity to which it relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the attached Tender Offer Memorandum or any of its contents.