FFP_REGISTRATION_DOCUMENT_2017

6

ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 17 MAY 2018

Statutory Auditors’ special reports

Statutory Auditors’ special reports

6.1

Statutory Auditors’ special report on related party agreements and commitments

General Meeting called to approve the financial statements for the year ended 31 December 2017

To FFP’s General Meeting of the Shareholders,

In our capacity as FFP’s Statutory Auditors, we hereby report to you on related party agreements and commitments. It is our responsibility to report to you, based on the information provided to us, on the principal characteristics, key arrangements and reasons for the Company to have entered into the related party agreements and commitments that have been disclosed to us or that we identified during our assignment, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Pursuant to article R. 225-31 of the French Commercial Code, it is your responsibility to determine whether the agreements and commitments are appropriate and should be approved. Where applicable, it is our responsibility to make the disclosures to you required in article R. 225-31 of the French Commercial Code relating to related party agreements and commitments already approved by the General Meeting. We have performed the procedures we deemed necessary to comply with the professional guidelines issued by the French national auditing body (Compagnie nationale des commissaires aux comptes) for this type of engagement. These procedures consisted in verifying that the information given to us is consistent with the underlying documents. RELATED PARTY AGREEMENTS AND COMMITMENTS SUBMITTED FOR SHAREHOLDER APPROVAL AT THE GENERAL MEETING Related party agreements and commitments authorised and entered into during the year now ended We hereby inform you that we were not notified of any related party agreements or commitments authorised and entered into during the year now ended that would need to be submitted for approval at the General Meeting pursuant to article L. 225-38 of the French Commercial Code. RELATED PARTY AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING A- RELATED PARTY AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS YEARS THAT REMAINED IN FORCE DURING THE YEAR NOW ENDED Pursuant to article R. 225-30 of the French Commercial Code, we were informed that the following related party agreements and commitments approved by the General Meeting in previous years remained in force during the year now ended. AGREEMENTS AND COMMITMENTS ENTERED INTO WITH A CORPORATE OFFICER AND/OR WITH COMPANIES WITH EXECUTIVES IN COMMON O Memorandum of Understanding entered into by FFP with Établissements Peugeot Frères and Peugeot SA concerning the acquisition of a shareholding by Dong Feng Motors and the French Government in Peugeot SA’s capital On 17 February 2014, the Board of Directors authorised the signature of a Memorandum of Understanding (MoU) concerning the acquisition of a shareholding by Dong Feng Motors and the French Government in Peugeot SA’s capital, which was signed on 18 February 2014. The key points of the MoU are as follows: • strict equality in terms of the size of the shareholding and voting rights between Dong Feng Motors, the French Government and FFP/EPF upon completion of the transaction, with FFP’s and EPF’s double voting rights being restored after a 2-year period, • FFP’s/EPF’s representation on PSA’s Supervisory Board is to be identical to that held respectively by Dong Feng Motors and the French Government, that is 2 seats each out of a total of 14. Six seats would be kept specifically for independent members, including the Chairman, and two for employees. FFP/EPF would also have the option of appointing a non-voting board advisor. In this instance, Dong Feng Motors and the French Government would also have the right to appoint one advisor each. An FFP/EPF representative would chair the Strategy Committee;

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2017 REGISTRATION DOCUMENT