Forvia ex Faurecia : Report of the Board of Directors to the Combined General Meeting of 4 June 2026

About this update from Forvia Se

REPORT OF THE BOARD OF DIRECTORS OF FORVIA1 Combined General Meeting of June 4, 2026 ‌1 In this Report, « Company », « FORVIA » or « FORVIA SE » refer to FORVIA, a European Company with a share capital of €1,37S,c25,380, registered in the Nanterre Trade and Companies Register under number 542 005 37c and having its registered office at 23-27 avenue des Champs Pierreux, Nanterre (France). « Group » or « FORVIA Group » refer to the group of companies comprising FORVIA SE and its consolidated subsidiaries (including HELLA GmbH & Co. KGaA and companies directly or indirectly controlled by it, hereinafter the « HELLA scope » or "HELLA"). Explanatory Notes to the resolutions Ordinary General Meeting Approval of the Financial Statements and Appropriation of Income (FIRST TO THIRD RESOLUTIONS) Shareholders are being asked to approve the statutory financial statements (first resolution) and the consolidated financial statements (second resolution) of the Company for the fiscal year ended December 31, 2025, and the proposed appropriation of income for this fiscal year (third resolution). The statutory financial statements for the fiscal year ended December 31, 2025, show a loss of €991,520,924.37 (first resolution) and the consolidated financial statements for the same fiscal year show a loss (Group share) of €2,091.1 million (second resolution), consisting mainly of non-recurring and non-cash items. Debt reduction remained the Group's foremost priority in 2025. Strong organic cash flow generation resulted in a reduction in net debt of more than €600 million and a decrease in the Net debt/Adjusted EBITDA ratio from 2.0x to 1.7x in 2025. As indicated during the presentation of its 2025 results and at its Capital Markets Day held on February 24, 2026, the Group is committed to pursuing this trajectory, with the objective of reducing its financial leverage to 1.5x by year-end 2026 and then to 1.2x by year-end 2028, thereby fully restoring its financial flexibility. In this context, in accordance with the Company's dividend policy, the Board of Directors decided to propose to the shareholders that no dividend be paid in 2026 in respect of the 2025 fiscal year. They are therefore asked to allocate the distributable profit to the "Retained earnings" account (third resolution). Finally, shareholders are being asked to approve the total charges and expenses mentioned in paragraph 4 of Article 39 of the French General Tax Code, i.e., €229,540, which corresponds to the non-deductible portion of the leases on passenger vehicles and the corresponding tax, which amounts to €57,385. Related-Party Agreements (FOURTH RESOLUTION) In view of the Statutory Auditors' report on related-party agreements, shareholders are being asked to acknowledge that no new related-party agreement as referred to in Article L. 225-38 of the French Commercial Code was entered into during the fiscal year ended December 31, 2025. Appointment of Pierre-André de Chalendar as Board member (FIFTH RESOLUTION) The Board of Directors, on the proposal of the Governance, Nominations and Sustainability Committee, decided, in its meeting on April 23, 2026, to propose to the General Meeting of June 4, 2026 the appointment of Pierre-André de Chalendar as an independent Board member, for a period of four years, i.e., until the end of the Ordinary General Meeting called to approve in 2030 the financial statements for the previous fiscal year. Pierre-André de Chalendar, a French national, is Board observer of the Company since September 1, 2025. This appointment marks a key milestone for the Company's Board of Directors. While the election by the Board of Directors of the next Company's Chairman is scheduled after the General Meeting, the Board has indicated that Pierre-André de Chalendar is being considered for the role, pending his nomination as Board Member at the General Meeting. Pierre-André de Chalendar has held various senior executive positions, notably within Saint-Gobain, where he served as Chief Executive Officer, from 2007 to 2021, and Chairman of the Board of Directors, from 2010 to 2024. He would bring to the Board his extensive experience as a leader of international groups, his crisis management skills and his in-depth knowledge of the industrial sector. His biography is detailed in Section 6.1.4 "Appointment" of the Convening Notice (brochure). Pierre-André de Chalendar would qualify as independent within the meaning of the AFEP-MEDEF Code. Approval of the Compensation of Corporate Officers ( Ex Post Vote) (SIXTH RESOLUTION) Shareholders are required, pursuant to Article L. 22-10-34, I of the French Commercial Code, to approve the information relating to the compensation paid or awarded to each corporate officer during the fiscal year ended, namely the Chairman of the Board of Directors, the Chief Executive Officer and the Board members, referred to in Article L. 22-10-9, I of the French Commercial Code. This information applies to the total compensation and all benefits paid or awarded in respect of the 2025 fiscal year to the corporate officers (including the compensation paid or awarded to the Board members), as well as other, more general, elements making it possible to assess the breakdown of the fixed and variable portions, the level of compensation for the executive and non-executive corporate officers according to different criteria, or the implementation of a compensation policy. This information appears in Chapter 4 "Corporate governance", Sections 4.3.1 "Compensation of corporate officers for the 2025 fiscal year" and 4.3.2 "Compensation of Board members for the 2025 fiscal year" of the 2025 Universal Registration Document as well as in Section 6.2 "Compensation" of this Convening Notice ( brochure ). Approval of the Compensation paid during/awarded in respect of the Previous Fiscal Year to the Executive and Non-Executive Corporate Officers ( Ex Post Vote) (SEVENTH, EIGHT AND NINTH RESOLUTIONS) In accordance with the provisions of Article L. 22-10-34, II of the French Commercial Code, Shareholders are being asked to approve the fixed, variable and exceptional components comprising the total compensation and all benefits paid during the past fiscal year or awarded in respect of this same fiscal year to the Chairman of the Board of Directors (seventh resolution), to Patrick Koller, Chief Executive Officer for the period from January 1, 2025 to February 28, 2025 (eighth resolution), and to Martin Fischer, Chief Executive Officer as from March 1, 2025 (ninth resolution). Ex Post Vote on the Compensation of the Chairman of the Board of Directors (seventh resolution) The elements of compensation awarded or paid in 2025 to Michel de Rosen comply with the 2025 compensation policy for the Chairman of the Board of Directors, approved by 99.80% of the votes cast at the General Meeting of May 28, 2025, under the eighteenth resolution, as implemented by the Board of Directors. These components of compensation are described in Chapter 4 "Corporate governance", Sections 4.3.1.1 "Compensation of the Chairman of the Board of Directors" and 4.3.1.5.1 "Summary of the components of compensation paid or awarded to the Chairman of the Board of Directors during or in respect of the 2025 fiscal year" of the 2025 Universal Registration Document. Ex Post Vote on the Compensation of Patrick Koller, Chief Executive Officer for the period from January 1, 2025 to February 28, 2025 (eighth resolution) The elements of compensation awarded or paid in 2025 to Patrick Koller comply with the 2025 compensation policy for the Chief Executive Officer, which was approved by 89.43% of the votes cast at the General Meeting of May 28, 2025, under the nineteenth resolution, as implemented by the Board of Directors. The 2025 compensation of the Chief Executive Officer for the period from January 1, 2025 to February 28, 2025 is described in Chapter 4 "Corporate Governance", Sections 4.3.1.2 "Compensation of the Chief Executive Officer" and 4.3.1.5.2 "Summary of the components of compensation paid or awarded to Patrick Koller, Chief Executive Officer until February 28, 2025, during or in respect of the 2025 fiscal year" of the 2025 Universal Registration Document. The summary table is also provided in Section 6.2 "Compensation" of this Convening Notice ( brochure ). Ex Post vote on the Compensation of Martin Fischer, Chief Executive Officer as from March 1, 2025 (ninth resolution) The elements of compensation awarded or paid in 2025 to Martin Fischer comply with the 2025 compensation policy for the Chief Executive Officer, which was approved by 89.43% of the votes cast at the General Meeting of May 28, 2025, under the nineteenth resolution, as implemented by the Board of Directors. The Group continued in 2025 to pursue the deleveraging strategy initiated in 2022, reduced its fixed costs, and maintained initiatives aimed at improving operating profitability and generating cash flow. The quantifiable and individual criteria for the Chief Executive Officer's annual variable compensation, as set for 2025 by the Board of Directors in line with the Group's priorities recalled above, were largely achieved. It should be noted that all criteria for the Chief Executive Officer's annual variable compensation for 2025, including the objectives set under the category of individual criteria, were quantitative in nature. This performance is reflected in the evolution of the Chief Executive Officer's compensation in 2025. The 2025 compensation of the Chief Executive Officer for the period from March 1, 2025 to December 31, 2025 is described in Chapter 4 "Corporate Governance", Sections 4.3.1.2 "Compensation of the Chief Executive Officer" and 4.3.1.5.3 "Summary of the components of compensation paid or awarded to Martin Fischer, Chief Executive Officer from March 1, 2025, during or in respect of the 2025 fiscal year" of the 2025 Universal Registration Document. The summary table is also provided in Section 6.2 "Compensation" of this Convening Notice ( brochure ). Approval of the Compensation Policy for Corporate Officers ( Ex Ante Vote) (TENTH TO TWELFTH RESOLUTIONS) In accordance with the provisions of Article L. 22-10-8, II of the French Commercial Code, Shareholders are asked to approve the compensation policies applicable to the Board members (tenth resolution), the Chairman of the Board of Directors (eleventh resolution) and the Chief Executive Officer (twelfth resolution). The compensation policies for corporate officers are set out in Chapter 4 "Corporate Governance", Section 4.3.4.1 "Compensation Policy for Corporate Officers" and Section 4.3.4.2 "Implementation for 2026" of the 2025 Universal Registration Document. In particular, it is specified that: The compensation policies for the Chairman of the Board of Directors and for the Board members remain unchanged from 2025; With regard to the compensation policy for the Chief Executive Officer, it is proposed: - to increase the Chief Executive Officer's annual fixed compensation for 2026: the Board of Directors has reviewed the Chief Executive Officer's annual fixed remuneration, which was set in 2024 at €1,000,000. This amount represented a reduction compared to the fixed remuneration of his predecessor, which stood at €1,100,000. The European peer benchmarking study conducted at the end of 2025 showed that the annual fixed remuneration was 28% below the median and 39% below the 75th percentile of Chief Executive Officer remuneration within the reference peer group. If the total direct maximum remuneration of the Chief Executive Officer is considered, i.e. the sum of the annual fixed remuneration, of the annual variable remuneration paid at maximum and of the Long-term variable remuneration acquired at maximum, the benchmarking study showed that the total direct maximum remuneration of FORVIA Chief Executive Officer was 32% below the median and 41% below the 75 th percentile of Chief Executive Officers remuneration of the reference peer group. The European peer group used comprises the following listed companies: BASF, Renault, Continental, AB Volvo, ThyssenKrupp, Traton, BAE Systems, Michelin, Safran, Valeo, Rolls-Royce, Leonardo, Schaeffler, Covestro, Schindler and Alstom. For 2026, the Board of Directors proposes therefore to increase the Chief Executive Officer's annual fixed compensation to €1,100,000 (including an expatriation premium of €110,000). This proposal is based on the Chief Executive Officer's positioning within the peer group, as well as the Board's overall satisfaction with the performance of his duties. This increase would result in setting the Chief Executive Officer's annual remuneration at the same level as that of his predecessor at the time of his departure. The latter's fixed compensation had not been adjusted since 2022. to keep an annual variable compensation and long-term compensation in the form of performance shares, in accordance with the rules described in Section 4.3.4.2.2 "Implementation for 2026 of the Chief Executive Officer compensation policy" of the 2025 Universal Registration Document; to adjust the mix of instruments granted under the long-term variable remuneration, while remaining subject to stringent performance conditions and to movements in the Company's share price. Like 60% of the beneficiaries of the Group's long-term incentive plans who reside outside France or are not tax residents in France, the Chief Executive Officer (who is a US tax resident in addition to being a French tax resident) is subject to immediate taxation on performance shares at the time they vest. In such situations, beneficiaries generally sell immediately a portion of the vested shares in order to cover the tax due on the acquisition gain. In view of the blackout periods that may apply at the end of the vesting period, it is proposed that, for non-French tax residents, the 2026 grants be composed of 30% shares and 70% Phantom Shares. For 2026, the grant to the Chief Executive Officer would therefore be composed of 70% Phantom Performance Shares (settled in cash) and 30% performance-based shares (settled in shares). As a result, the Chief Executive Officer would be required, as from the vesting of the long-term variable remuneration plan granted in 2026, to retain 100% of the performance-based shares acquired and settled in shares (i.e., 30% of the total grant). to keep a single pension scheme, in the form of an "Article 82" defined-contribution pension supplement; to entitle to benefits, including a company car, a tax assistance with his tax returns and international health coverage. Detailed information can be found in Section 4.3.4.1.3 "Compensation policy for the Chief Executive Officer" of the 2025 Universal Registration Document and in Section 4.3.4.2.2 "Implementation of the compensation policy for the Chief Executive Officer for 2026", as well as in the summary table provided in Section 6.2 "Compensation" of this Convening Notice ( brochure ). Share Buyback Program (THIRTEENTH RESOLUTION) Shareholders are asked to renew the authorization granted by the General Meeting of May 28, 2025, under its twentieth resolution, to the Board of Directors for the purpose of permitting the potential buyback of Company's shares under the conditions described below. Share buybacks in the Company would be authorized in order for the Company to: hedge stock option plans and/or free share allocation plans (or similar plans) to the benefit of employees and/or Group corporate officers (including Economic Interest Groups and related companies), as well as all allocations of shares as part of a Group or Company savings plan (or similar plan), under a profit-sharing plan and/or any other form of allocation of shares to the benefit of the Group or Company employees and/or corporate officers (including Economic Interest Groups and related companies); hedge the commitments made by the Company under financial contracts or options with payment in cash granted to the Group's employees and/or corporate officers (including Economic Interest Groups and related companies); hedge securities giving access to the allocation of Company shares; retain the shares purchased and use these shares for payment or exchange at a later stage, as part of any possible merger, demerger, contribution and external growth transactions; cancel shares; support the secondary market or the liquidity of Company shares through an investment service provider under a liquidity contract in accordance with the market practices accepted by the regulations. This program will also be designed to allow the implementation of all market practices that may be accepted by the market authorities, and more generally, the completion of all other transactions in accordance with legislation or regulations that are or may become applicable. In such an event, the Company may inform its shareholders through a press release. The shares may, in whole or in part, depending on the case, be acquired, sold, exchanged or transferred, in one or several installments, by all means, on all markets, including on multilateral trading facilities (MTF) or through a systematic internalizer, or over the counter, including through the acquisition or disposal of blocks of shares (without limiting the part of the buy-back program that may be completed through this means), in all cases either directly or indirectly, notably through an investment service provider. These means include the use of optional mechanisms or derivatives subject to the applicable regulations. The ceilings in terms of number of shares or amounts would be as follows: the maximum number of shares that may be purchased shall not exceed 10% of the total number of shares comprising the capital stock (i.e., 19,708,934 shares as of March 31, 2026); the maximum purchase price would be €30 per share (excluding acquisition costs); the theoretical maximum purchase amount of the program (excluding acquisition costs) would be €591,268,020. These transactions may be carried out during the periods that the Board of Directors deems appropriate. However, during a public offer period, buybacks may be carried out only if they: enable the Company to meet commitments made prior to the opening of the offer period; are carried out to continue a share buy-back program already in progress; are not likely to cause the offer to fail; and only meet one of the objectives set out in points a) and b) above (delivery of shares to the beneficiaries of stock options, free shares, the Company's savings plan or profit-sharing plans; hedging the Company's commitments under financial contracts or options with cash settlement granted to the employees and/or corporate officers of the Group). The authorization would be given for a period of 18 months and would terminate the authorization granted by the General Meeting of May 28, 2025 under its twentieth resolution. Extraordinary General Meeting Financial Authorizations and Delegations (FOURTEENTH TO SIXTEENTH RESOLUTIONS) As in previous years, shareholders are asked to renew the financial authorizations and delegations of authority that were granted to the Board of Directors by the previous General Meeting. These authorizations and delegations of authority, with or without preferential subscription rights, will enable the Company to enact financial transactions based on market conditions and quickly gather the resources needed to implement the Company's growth and consolidation strategy. Delegation of Authority to Increase the Capital Stock with Preferential Subscription Right (fourteenth resolution) Transactions carried out under this resolution would be reserved for Company shareholders only. The securities that may be issued would be shares and/or securities giving access to shares of the Company and/or a Subsidiary of the Company. In accordance with the law, shareholders would be eligible for negotiable preferential subscription rights. Subscriptions would be carried out on an irreducible basis and, if the Board of Directors would decide, on a reducible basis. If the aggregate amount of subscriptions on an irreducible basis, and as the case may be on a reducible basis, would not absorb all of an issue, the Board of Directors may use, in the order it would determine, all or some of the abilities provided for by law. The subscription price of the shares and/or securities issued pursuant to this delegation of authority would be set by the Board of Directors in accordance with applicable laws and regulations. The capital and debt ceilings for this delegation of authority would be as follows: capital ceiling (in nominal): 40% of the Company's capital on the day of the General Meeting of May 28, 2025 (representing, for information, a nominal amount of €551,850,152 on the basis of the share capital as of March 31, 2026). This is a total ceiling for all capital increases (issues under the fourteenth, fifteenth, sixteenth and eighteenth resolutions) (excluding performance shares and capital increases reserved for employee shareholding plans); debt ceiling: €1 billion. This is a total ceiling for all the issues of debt securities (issues under the fourteenth, fifteenth, sixteenth and eighteenth resolutions), excluding issuances reserved for employees shareholding plans. The Board of Directors would have full powers for the purpose of implementing such delegation of authority. Unless prior authorization has been granted by the General Meeting, the Board of Directors may not use this delegation upon the filing of a tender offer for the Company's shares by a third party, up until the end of the offer period. This delegation of authority, which would be granted for a period of 26 months, would invalidate (for the unused portion relating to issues of shares and/or securities giving access, immediately or in the future, to the capital of the Company and/or a Subsidiary, with preferential subscription rights, as at the date of the General Meeting) the delegation of authority granted by the General Meeting of May 28, 2025 under its twenty-first resolution. Delegations of Authority for the Purpose of Increasing the Capital Stock Without Preferential Subscription Rights, by Way of (i) Public Offerings (fifteenth resolution) and (ii) Private Placements (sixteenth resolution) Transactions carried out pursuant to these resolutions would be open to the public and/or through private placement, in both cases with no preferential subscription rights. The securities that may be issued would be shares and/or securities giving access to shares of the Company and/or a Subsidiary. The issuances may be carried out (i) by way of public offerings (with the exception of issuances referred to in (ii) below) with, the option for the Board of Directors to institute a non-negotiable right of priority for shareholders (fifteenth resolution), or (ii) by way of offerings solely for a limited group of investors acting on their own behalf or for qualified investors (sixteenth resolution). Please note that if the subscriptions would not absorb all of an issuance, the Board of Directors could limit the amount of the issue to the amount of subscription, where applicable, within the limits provided by regulations and/or freely allocate all or part of the unsubscribed shares or securities. Please also note that the delegation of authority that allows for the issue of securities by way of a public offering (fifteenth resolution) would also be permitted to be used for the purpose of remitting Company's shares in exchange for other securities as part of a public exchange offer in accordance with Article L. 22-10-54 of the French Commercial Code. The issuance price of shares would be at least equal to the weighted average price of the Company's shares on Euronext Paris during the three trading days immediately preceding the beginning of the offering, with a potential discount of up to 10%. The issue price of securities giving access to shares will be the same as the sum collected immediately by the Company, plus, where applicable, the sum it may subsequently collect, that is, for each share issued as a result of the issuance of these securities, at least equal to the minimum subscription price of the issued shares as identified above. Although the law now allows the Board of Directors to set the issue price of shares or securities at its discretion, we propose that you retain in the resolution the minimum pricing methods that are mandatory until the entry into force of Law No. 2024-537 of June 13, 2024, known as the "Attractiveness Law", insofar as these methods reflect generally accepted market practice. The capital and debt ceilings set for these delegations would be as follows: capital ceiling (in nominal): 10% of the Company's capital on the day of the General Meeting of June 4, 2026 (representing, for information, a nominal amount of €137,962,538 on the basis of the share capital as at March 31, 2026). This is a total ceiling shared by the fifteenth, sixteenth and eighteenth resolutions (contributions in kind), it being specified that this amount is deducted from the total ceiling of 40% of the Company's share capital provided for in the fourteenth resolution; debt ceiling: €1 billion for each of the fifteenth and sixteenth resolutions, it being understood that this amount is deducted from the total ceiling of €1 billion provided for in the fourteenth resolution. If approved, the Board of Directors would have full powers for the purpose of implementing such delegations. Unless prior authorization has been granted by the General Meeting, the Board of Directors may not use the delegations upon the filing of a tender offer for the Company's shares by a third party, up until the end of the offer period. These delegations of authority, which would be granted for a period of 26 months, would invalidate the delegations granted by the General Meeting of May 28, 2025, under its twenty-second and twenty-third resolutions. Authorization for the Purpose of increasing the Amount of Initial Issues provided for in the Fourteenth, Fifteenth and Sixteenth Resolutions (seventeenth resolution) This authorization would allow the Company, during a 30-day period starting from the end of the subscription period, to increase the number of shares to be issued in the event of issues carried out (i) with preferential subscription rights (fourteenth resolution), (ii) with removal of preferential subscription rights by way of public offerings (fifteenth resolution), and (iii) with removal of preferential subscription rights by way of an offering solely for a limited group of investors acting on their own behalf or for qualified investors (sixteenth resolution). The subscription price of shares or securities issued would be the same as the initial issue price decided pursuant to the fourteenth, fifteenth and sixteenth resolutions described above. Transactions executed as part of this authorization may not exceed the legal limit (currently 15% of the initial issue) and will be deducted from the amount of the ceiling or ceilings stipulated in the resolution under which the initial issuance is decided. The Board of Directors may not use this authorization, without the prior authorization of the General Meeting, in the event of a tender offer for the Company's shares filed by a third party, until the end of the offer period. This authorization, which would be granted for a period of 26 months, would invalidate, the authorization granted by the General Meeting of May 28, 2025, under the terms of its twenty-fourth resolution. Delegation for the Purpose of Increasing the Capital Stock, without preferential subscription rights, in the event of in-kind contributions to the Company (eighteen resolution) Transactions carried out under this resolution would not be open to the shareholders or the public but only to contributors of securities to the Company. They will be completed without preferential subscription rights. The securities that may be issued would be shares and/or securities giving access to the shares of the Company. The purpose of such transactions would be to use issues of shares or securities giving access to shares to pay compensation for in-kind contributions to the Company of shares and securities giving access to the shares. The capital and debt ceilings for this delegation would be as follows: capital ceiling (in nominal): 10% of the Company's capital on the day of the General Meeting of June 4, 2026 (representing, for information, a nominal amount of €137,962,538 on the basis of the share capital as of March 31, 2026). This is a total ceiling shared by this resolution and the two resolutions without preferential subscription rights (fifteenth and sixteenth resolutions), it being specified that this amount will be deducted from the total ceiling of 40% of the Company's share capital provided for in the fourteenth resolution; debt ceiling: €1 billion, it being understood that this amount is deducted from the total ceiling of €1 billion provided for in the fourteenth resolution. If approved, the Board of Directors would have full powers for the purpose of implementing such delegation. Unless prior authorization has been granted by the General Meeting, the Board of Directors may not use this delegation upon the filing of a tender offer for the Company's shares by a third party, up until the end of the offer period. This authorization, which would be granted for a period of 26 months, would supersede the authorization granted by the General Meeting of May 28, 2025, under the twenty-fifth resolution. Delegation for the Purpose of Increasing the Share Capital by Capitalization of Reserves, Profits, Premiums or Other Amounts (nineteenth resolution) This delegation may be used to increase the capital through the capitalization of premiums, reserves, profits or other, either by awarding free shares, by raising the par value of existing shares, or by combining these two processes. It is specified that the rights forming fractional shares will not be negotiable or transferable and that the corresponding shares will be sold, the proceeds of the sale being allocated to the holders of the rights within a period of time set by the regulations. The maximum nominal amount of the capital increases which may result of the use of this delegation is set at €175 million, it being specified that this ceiling is autonomous, distinct and independent of the ceilings set in the other resolutions submitted to this General Meeting. If approved, the Board of Directors would have full powers for the purpose of implementing such delegation. Unless prior authorization has been granted by the General Meeting, the Board of Directors may not use this delegation upon the filing of a tender offer for the Company's shares by a third party, up until the end of the offer period. This delegation of authority, which would be granted for a period of 26 months, would invalidate (for the unused portion relating to capital increases by incorporation of reserves, profits, premiums or other sums whose capitalization would be permitted on the date of the General Meeting) the delegation of authority granted by the General Meeting of May 28, 2025, under its twenty-sixth resolution. Employee and Corporate Officer Share Ownership: Authorization to Grant Shares subject to Performance Conditions and Shares subject to Attendance Condition with Waiver by Shareholders of their Preferential Subscription Right (TWENTIETH RESOLUTION) The purpose of this authorization is to enable the Board of Directors of the Company to grant shares subject to performance conditions and attendance-based shares, free of charge, to the Group's employees and corporate officers under the terms of Articles L. 225-197-1 et seq. and L. 22-10-59 and L. 22-10-60 of the French Commercial Code. Shares granted under this resolution may be existing or newly issued shares. Use of the Authorization of May 28, 2025 The General Meeting of May 28, 2025, under its twenty-seventh resolution, authorized the Board of Directors to grant a maximum of 4,000,000 shares, the total number of shares awarded to corporate officers not exceeding 10% of this number. The Board of Directors used this authorization in fiscal year 2025: based on the decision of July 25, 2025, it granted a maximum of 3,189,300 shares subject to performance conditions and 377,620 shares subject to attendance condition, of which a maximum of 299,040 shares subject to performance conditions to the Chief Executive Officer, it being specified that if the target objectives are met, the number of shares to be delivered to the Chief Executive Officer will be 230,030. Number of Share Plans subject to Performance Conditions (and shares subject to attendance conditions from plan No. 17 onwards) Generally speaking, and not including two plans granted in 2021, a share plan is granted by the Board of Directors every year. To date, 18 plans have been granted on the basis of authorizations given by the General Meeting. Review of Previous Plans - Achievement of Performance Conditions in respect of Shares subject to Performance Conditions The performance condition(s) attached to Plans No. 1, No. 5 and No. 6 were achieved to their maximum level, and the shares were fully vested: for plan No. 1: June 2012 (for French tax residents) and June 2014 (for non-French tax resident beneficiaries); for plan No. 5: July 2017; for plan No. 6: July 2018. For the following plans, the performance conditions were not all fully met: plan No. 7: overall achievement rate of 116.5%. The shares were delivered to the beneficiaries in July 2019; plan No. 8: overall achievement rate of 108%. The shares were delivered to the beneficiaries in July 2020; plan No. 9: overall achievement rate of 89%. The shares were delivered to the beneficiaries in July 2021; plan No. 11: overall achievement rate of 11.5%. The shares were delivered to the beneficiaries in October 2023; plan No. 12: overall achievement rate of 69.6%. The shares were delivered to the beneficiaries in October 2024; plan No. 13: overall achievement rate of 63.73%. The shares were delivered to the beneficiaries in October 2025; plan No. 14: overall achievement rate of 78.28%. The shares were delivered to the beneficiaries in July 2026. For Plan No. 15 (granted July 2023), performance based on 2025 results - the Board of Directors has noted, on April 23, 2026: an overall achievement rate of 82.35% overall (130% for the internal condition linked to Net cash flow; 86.76% for the internal condition linked to Operating income; 130% for the internal condition linked to gender diversity among the Group's (excluding HELLA) "Managers C Professionals" (management population category); 130% of the internal condition linked to CO 2 emissions reduction and 0% for the external condition linked to the earnings per share growth) ; the shares will be delivered in July 2027. However, as the performance conditions for Plans No. 2, No. 3, No. 4 and No. 10 were not fulfilled, no shares were vested in respect of these Plans. The rate of achievement of the Annual Relative Total Shareholder Return ("TSR") of the 2021 Executive Super Performance Initiative Plan ("ESPI Plan") for the 4th period (2024-2025) is zero. The rate of achievement of the performance conditions of the Annual Relative TSR for the 5th and last period, as well as the rate of achievement of the 5-year Average Relative TSR, are not yet known. The rate of achievement of Plans No. 16 and No. 17, respectively granted in 2024 and 2025, is not yet known. Detailed information on the performance share plans expired or in force during fiscal year 2025 is shown in the 2025 Universal Registration Document, Section 5.2.2 "Potential Capital"2. New Authorization Under the terms of the new authorization, which is submitted for approval by the shareholders, the total number of free shares which could be granted may not exceed 4,000,000 shares (representing approximately 2.03% of the share capital, on the basis of the share capital on March 31, 2026)3. ‌2 Plans No. 1 through No. 12, which have expired, have not been included in the 2025 Universal Registration Document. For more information on these plans (including performance conditions, objectives set and achievements of these objectives), please refer to the 2018 Registration Document of the Company, page 20S, to the 201S Universal Registration Document, page 330, and to the 2020 Universal Registration Document, page 378, to the 2021 Universal Registration Document, page 3S8, to the 2022 Universal Registration Document, page 44c, to the 2023 Universal Registration Document, page 4cc and to the 2024 Universal Registration Document, page 27S. ‌3 It is reminded that, according to the provisions of the law, the total number of shares attributed cannot exceed 10% of the share capital as of the date of the attribution decision. The Board of Directors would grant, as with the plan granted in the 2025 financial year, shares subject to presence and to performance conditions ("Performance shares") as well as shares subject to the sole presence condition ("Restricted shares"). The latter would be granted to Group employees and their acquisition would not be subject and proportional to the achievement of performance conditions, but to their sole presence at the date of vesting. The Chief Executive Officer as well as members of the Executive Committee would be excluded from the grant of Restricted shares. Restricted shares would represent a maximum of 15% of all awarded shares. If the need may be, it is specified that rights to Performance shares and to Restricted shares which would be forfeited as a result of the non-fulfillment of the conditions provided by the said plan rules could be reallocated, provided that the maximum number of shares which would be acquired does not exceed the aforementioned ceiling of 4,000,000 shares. The total number of shares that may be granted for free to executive and non-executive corporate officers may not exceed 10% of the aforementioned ceiling. Performance shares as well as Restricted shares granted to beneficiaries would vest following a vesting period the length of which would be set by the Board of Directors, and may set at three years. Shareholders at the General Meeting are asked to authorize and empower the Board of Directors to decide whether or not to provide for a lock-up period at the end of the vesting period. The Board of Directors may also decide to grant Phantom Performance Shares and Phantom Restricted Shares, which are compensation instruments indexed to the Company's share price on the date of definitive vesting, in the same way as performance shares or attendance-based shares. However, as they are settled in cash rather than in shares, they do not fall within the scope of this resolution as they have no potential impact on the Company's capital. The rules governing the allocation of Phantom Performance Shares to the Chief Executive Officer are set out in the twelfth resolution. By decision of the Board of Directors, the vesting of the Performance shares would be subject to the following performance conditions in addition to the presence condition which would be maintained: an internal condition related to the Group operating income. This internal condition is assessed by comparing the cumulative Operating incomes of the three fiscal years after the grant date of the performance shares to the cumulative annual budgets of the Group for the same fiscal years and approved by the Board of Directors; an internal condition linked to the Group's Net cash flow. This internal condition is assessed by comparing the cumulative Net cash flows of the three fiscal years after the grant date of the performance shares to the cumulative annual budgets of the Group for the same fiscal years and approved by the Board of Directors; an internal condition related to gender diversity within the Group's (excluding HELLA) "Managers C Professionals" (management population category). This internal condition is assessed by comparing the effective percentage of women in the Managers and Professionals category in the third fiscal year after the grant date of the performance shares to the target percentage set by the Board of Directors; an internal condition linked to the achievement of a reduction in the Group's CO 2 emissions. This internal condition is assessed by comparing CO 2 emissions in the third financial year following the date of granting of the performance shares with the level of emissions recorded at the end of 2019; an external performance condition linked to the Total Shareholder Return (TSR) of FORVIA shares. The TSR would be measured annually over the performance period and compared with the TSR of a peer group comprising comparable international automotive suppliers over the same period. The annual measurement would give right to any acquisition only by the final vesting date of the plan. No share would be acquired if the TSR would be below the median of the TSR of the peer group ; 100% of shares would be acquired for a TSR performance at least equal to the median of the peer group ; 130% from a performance equal the one of the 75 th percentile of the peer group ; the acquisition being linear between the median and 75 th percentile. The performance would be measured annually by comparing the performance of the TSRs of FORVIA and of the peer group on the basis of an average share price of the last 3 months preceding and closing it (October to December) and would take into consideration the dividends paid during the year of reference. The reference group would consist of the following Asian, European and North American automotive suppliers: Adient (Ireland/United States), Aptiv (United States), Aumovio (Germany), Autoliv (Sweden), BorgWarner (United-States), Bridgestone (Japan), Denso (Japan), Hyundai Mobis (South Korea), Lear (United States), Magna (Canada), OP Mobility (France), Schaeffler (Germany) and Valeo (France). Except for the TSR criterion for which the vesting scale is described above, for each internal performance condition referred to above: a minimum, a target and a maximum quantitative objective are set. The method for calculating the difference between these different target thresholds is disclosed in the Universal Registration Document for each plan; the attribution would amount to: 50% of the number of shares expressed at target provided the minimum objective threshold of the performance condition is reached, 100% of the number of shares expressed at target provided the target objective threshold of the performance condition is reached, and 130% of the number of shares expressed at target provided the maximum objective threshold of the performance condition is reached. Between these thresholds, the progression is linear. Alternatively, or in addition to the conditions listed above, the Board of Directors may set performance conditions assessed in relation to one or more specific criteria for the achievement of objectives, of a quantifiable and/or individual nature. If approved, the Board of Directors would have full powers for the purpose of implementing such authorization. This authorization, which would be granted for a period of 26 months, would supersede the authorization granted by the General Meeting of May 28, 2025, pursuant to its twenty-seventh resolution. Employee Shareholding: Delegations of Authority to Increase the Share Capital by Means of Issue of Shares and/or Securities Giving Access to the Share Capital, Without Preferential Subscription Rights (i) for the Benefit of the Members of a Company or a Group Savings Plan and (ii) Reserved for Categories of Beneficiaries (TWENTY-FIRST AND TWENTY-SECOND RESOLUTIONS) Implementation in 2021 of the First Employee Shareholding Plan (Faur'ESO) In 2021, the Company launched its first employee shareholding initiative. As a reminder, the Company sought to implement a non-dilutive employee shareholding plan following the distribution of the Company's shares held by Stellantis. This plan, called "Faur'ESO" (Faurecia Employee Share Ownership), aimed to strengthen the existing link with employees by involving them closely in the Group's development and performance. This first transaction involved a maximum of two percent (2%) of the Company's share capital and has been a great success, with over 22% of employees in the 15 eligible countries having expressed their desire to invest in the plan. These transactions were completed through a capital increase, implementing the twenty-fourth resolution of the General Meeting of June 26, 2020, on capital increases reserved for employees. In order to neutralize the dilutive effect of Faur'ESO, the share buyback program authorized by the Board of Directors has been employed, and the corresponding number of repurchased shares have been cancelled. As of December 31, 2025, the employee shareholding in the Company represented 3,873,121 shares, or 1.97% of the Company's share capital. Delegation of Authority to Issue Shares and/or Securities giving access to the Share Capital, Without Preferential Subscription Rights, for Members of a Company or a Group Savings Plan (twenty-first resolutions) It is proposed to grant the Board of Directors a delegation of authority to issue shares and/or securities giving access to the share capital, without preferential subscription rights, for the benefit of the members of a company or a group savings plan. The price of the shares or securities giving access to the capital that may be issued under such delegation may not be more than 30% lower (or 40% lower when the lock-up period in the plan pursuant to Articles L. 3332-25 and L. 3332-26 of the French Labor Code is 10 years or more) than the average of the listed share price during the 20 trading sessions prior to the date of the decision setting the opening date of the subscription, nor higher than this average. The maximum nominal amount of capital increases that may result from the use of such delegation is set at two percent (2%) of the share capital as of the date of the General Meeting, it being specified that this ceiling constitutes the overall ceiling for issues carried out under the twenty-first and twenty-second resolutions. The Board of Directors may also decide to grant newly issued or existing shares or other securities giving access to newly issued or existing shares of the Company in respect of (i) matching contributions made by the employer pursuant to the regulations of company or group savings plans, and/or (ii) the price discount, where applicable. If approved, the Board of Directors would have full powers for the purpose of implementing such delegation. This delegation, which would be granted for a period of 26 months, would invalidate the authorization granted by the General Meeting of May 28, 2025, under the terms of its twenty-eighth resolution. Delegation of Authority to Increase the Share Capital, with Removal of Preferential Subscription Rights in Favor of a Category of beneficiaries (twenty-second resolution) Shareholders are being asked to renew the delegation of authority granted by the General Meeting of May 28, 2025, under its twenty-ninth resolution to the Board of Directors for the purpose of increasing the share capital, with removal of preferential subscription rights in favor of a category of beneficiaries under the conditions described below: employees and corporate officers of foreign companies belonging to the FORVIA Group related to the Company under the conditions set out in Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code; and/or mutual funds (UCITS) or other incorporated or unincorporated entities of employee shareholding invested in Company shares whose unitholders or shareholders consist of the persons mentioned in letter (a) to this paragraph; and/or any banking establishment or subsidiary of such an establishment acting at the Company's request for the purpose of setting up a shareholding or savings plan for the benefit of the persons mentioned in letter (a). The maximum nominal amount of the capital increases completed under such resolution would be 0.6%, it being specified that this amount would be deducted from the ceiling provided for in the twenty-first resolution submitted to the General Meeting of June 4, 2026, i.e., two percent (2%) of the share capital (or any resolution that may be substituted at a later date). The price would be equal to an average of the share prices listed during the 20 trading days preceding the date of the decision setting the opening date of the subscription, less a discount not exceeding 30% or alternatively at the price set by the Board of Directors or the Chief Executive Officer upon subdelegation in the context of a transaction completed at the same time under the twenty-first resolution submitted to the General Meeting of June 4, 2026, (or any resolution that may subsequently be substituted). If approved, the Board of Directors would have full powers for the purpose of implementing such delegation. This delegation, which would be granted for a period of 18 months, would invalidate the authorization granted by the General Meeting of May 28, 2025, under its twenty-ninth resolutions. Cancellation of Treasury Shares (TWENTY-THIRD RESOLUTION) This resolution would authorize the Board of Directors to reduce the share capital through the cancellation of all or part of the shares that the Company holds or may acquire as part of authorized share buy-back programs up to a maximum limit of ten percent (10%) of the share capital. It is stipulated that the difference between the accounting value of the cancelled shares and their par value may be deducted from all available reserve items and premiums, including the statutory reserve, up to a limit of ten percent (10%) of the capital reduction carried out. This authorization, which would be granted for a period of 26 months, would invalidate the authorization granted by the General Meeting of May 28, 2025, under its thirtieth resolution. Simplification purposes Amendment of Article 11 of the Bylaws (staggering of Directors' terms of office) (TWENTY-FOURTH RESOLUTION) It is proposed that the shareholders amend Article 11, paragraph 4, of the bylaws to provide for the possibility to appoint or renew one or more Board members for a shorter term of one, two or three years, in order to enable the introduction or continuation of a staggered system for Board member terms. Twenty-fifth resolution - Amendment of Article 13 of the bylaws (removal of the exceptional reference relating to censors in 2025) (TWENTY-FIFTH RESOLUTION) It is proposed that the shareholders amend Article 13, paragraph 1, of the bylaws in order to remove the reference to Board Observers, which was applied on an exceptional basis in 2025. Ordinary General Meeting Powers (TWENTY-SIXTH RESOLUTION) The twenty-sixth resolution concerns the powers to be given to complete formalities relating to the General Meeting, particularly filing and publicity formalities. Information relating to ongoing business since the beginning of fiscal year 2026 Information relating to fiscal year 2025, to the events that have occurred since the beginning of fiscal year 2026 and to the Group's outlook are available in the 2025 Universal Registration Document of the Company, accessible on the Company's website ( https://www.forvia.com ) and on the website of the Autorité des Marchés Financiers ( https://www.amf-france.org ). The press release relating to first-quarter 2026 sales, available on the Company's website ( https://www.forvia.com ), completes this information.

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