NOTICE OF EARLY REDEMPTION OF THE BONDS CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW OR EXISTING SHARES (OCEANE) DUE JANUARY 1, 2018

Nanterre, France, Dec 7, 2015,  by Faurecia

Faurecia informs holders of the OCEANE due January 1, 2018 of its decision to proceed, as per Articles 4.1.8.1.3 and 4.1.8.2 of the Offering Circular part of the Prospectus bearing the visa of Autorité des Marchés Financiers n° 12-439 dated September 10, 2012, to the early redemption of the whole of all outstanding OCEANE (ISIN code FR0011321363) for which the Conversion/Exchange Right has not been exercised.

The redemption of outstanding OCEANE will occur on January 15, 2016, at par, that is 19.48 Euros, plus interest accrued since the most recent Interest Payment Date preceding the early redemption date until the date of effective redemption, that is an amount to be paid as an early redemption of 19.504 Euros per OCEANE.

 

Bondholders are reminded that they will retain the ability to exercise their Conversion/Exchange Right up to and including the seventh business day preceding the early redemption date, that is up to and including January 6, 2016, at the ratio of 1.02 Faurecia share for 1 (one) OCEANE.

 

Bondholders are reminded that, in case of exercise of their Conversion/Exchange Right, Faurecia may elect to deliver new and/or existing shares or a combination of both.

 

All requests to exercise the Conversion/Exchange Right received through financial intermediaries no later than December 31, 2015 at 5:00 pm (Paris time) will be effective as at December 31, 2015. The shares received will be delivered in January 2016 with a date of dividend right from January 1, 2015. They will be, upon delivery, immediately assimilated with existing Faurecia shares (ISIN code FR0000121147) and will be eligible in 2016 to the dividend that could be paid by Faurecia for the year 2015. Accordingly, on January 1, 2016, no interest will be paid to holders of OCEANE bonds converted in 2015.

 

All requests to exercise the Conversion/Exchange Right received through financial intermediaries after that date and until January 6, 2016 at 5:00 pm (Paris time), will be effective as at January 6, 2016. The new shares received will be delivered with a date of dividend right from January 1, 2016 and will therefore not be eligible to the dividend that could be paid by Faurecia for the year 2015. They will be, upon delivery, negotiable under a specific ISIN code until their assimilation with existing Faurecia shares (ISIN code FR0000121147).

 

The holders of OCEANE converted in 2016 will receive on January 1, 2016 an interest coupon of approximately 0.63 Euros per bond.

 

Any Bondholder not having exercised its Conversion/Exchange Right on January 6, 2016 5:00 pm (Paris time) at the latest will receive, on January 15, 2016, an amount equal to the abovementioned redemption amount of 19.504 Euros per OCEANE.

 

As at November 30, 2015, 8,479,891 OCEANE remained outstanding out of a total of 12,833,675 bonds initially issued.

 

CACEIS Corporate Trust will centralize the operations related to the exercise of Conversion/Exchange Rights:

 

CACEIS Corporate Trust

Service Opérations sur Titres

14, rue Rouget de Lisle

92130 Issy-les-Moulineaux, France

 

Important Notice:

 

Nothing in the present notice constitutes an offer to sell or the solicitation of an offer to buy in any jurisdiction (including in the United States of America, in Italy or in the United Kingdom). No document related to this early redemption can be circulated, directly or indirectly (i) in the United States of America, in Italy or in the United Kingdom, or to any person located or resident in these countries or in the countries mentioned in (ii) hereafter or (ii) in any other country where such circulation could be illegal or submitted to legal restrictions.

 

Faurecia is one of the world's largest automotive equipment suppliers in four activities: Automotive Seating, Emissions Control Technologies, Interior Systems and Automotive Exteriors. In 2014, the Group posted total sales of €18.8 billion. At December 31, 2014, Faurecia employed 100,000 people in 34 countries at 330 sites and 30 R&D centers. Faurecia is listed on the NYSE Euronext Paris stock exchange and trades in the U.S. over-the-counter (OTC) market. For more information, visit: www.faurecia.com

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