PSA - 2019 Universal Registration Document

CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2019 Notes to the Consolidated Financial Statements at 31 December 2019

EQUITY AND EARNINGS PER SHARE NOTE 15

EQUITY 15.1. Capital management policy A.

The capital managementpolicy relates to equity as definedunder IFRS. It is designedto ensure that it has secure long-termcapital resourcesandoptimisetheGroup’scostof capital.Managingcapital essentiallyinvolvesdecidingthe level of capitalto be held currently or in thefutureand settingdividendpolicies. Equity breaks down into portions attributableto Non controlling interests and to the Ownersof the parentcompany. Equityattributableto theOwnersof the parentcompanyis equalto the share capital of Peugeot S.A. less any treasury shares, plus reserves and retained earnings of the Group’s various business segments. Non controllinginterestsmainly representnon-Groupshareholders of Faurecia.Equityattributableto Noncontrolling interestsvariesin line with changes in the FaureciaGroup’s consolidatedequity (in particular net earnings and change in translationreserves) and - exceptionally- in the event of a sale, purchaseor any other equity transaction carried out byPeugeotS.A. inrespectof Faurecia. Thereare no financialcovenantsbasedon consolidatedequity.The drawdownon the confirmedcreditfacilitiesof PeugeotS.A. andGIE

PSA Trésorerie is subject to compliance with an equity-based financial ratio. BanquePSA Financecomplieswith the capitaladequacyratio and othercapitalrequirements imposedunderbankingregulations. PeugeotS.A. sharesare held intreasuryfor the following purposes: to award shares to employees, directors and officers of the n Companyor of companiesor groupingsthat are affiliatedwith it whenthe stockoptionsare exercisedor whenperformanceplans’ shares areallocated; to reducetheCompany’s share capital. n Analysis ofshare capital and changes in the B. year Rights issues Grantsof performancesharesby PeugeotS.A. The performanceshare plans establishedin 2015, 2016, 2017, 2018 and2019 are described in Note 7.2.B.

Analysis of share capital

31 December 2019 31 December 2018

31 December 2017

(in euros)

Share capital at beginning of period Equity warrants converted into shares SHARE CAPITAL AT END OF PERIOD

904,828,213

904,828,213

859,924,895 44,903,318 904,828,213

-

-

904,828,213

904,828,213

Treasury shares C. All PeugeotS.A. sharesheld by the Groupare recordedat cost as a deduction from equity. Proceeds from sales of treasury shares are taken to equity, so that any disposalgains or losses haveno impacton profit(loss)for the period. The Group may use the buyback authorisations given at Shareholders’Meetings to buy backPeugeot S.A.shares. Changesin treasuryshares are presented in the following table:

Situationat 31 December2019 Share capital amounted to €904,828,213 at 31 December 2019, divided into shares with a par value of €1 each. It is fully paid-up. Shares may be held in registered or bearer form, at the shareholder’s discretion. The stakes of Lions Participation (BPI France),DongfengMotor Group and the Peugeotfamily (FFP and ÉtablissementsPeugeot Frères) each stood at 12.23% (12.23% at 31 December2018)i.e. 110,622,220 shares each.For DongfengMotor Group,this stakeaccountedfor 17.73%of the votingright,including treasury shares, and for 17.59% of the voting rights, excluding treasury shares. For the Peugeot family, this stake accountedfor 17.73%of the votingright, includingtreasuryshares,and for 17.59% of the voting rights, excluding treasury shares. For Lion Participation,this stake accountedfor 17.73% of the voting right, including treasury shares, and for 17.59% of the voting rights, excludingtreasuryshares. The sharepriceon 31 December 2019 was €21.30.

Number of shares held (1)

2019 Transactions

2018 Transactions

2017 Transactions

(number of shares)

At beginning of period

11,315,735 11,315,735

9,113,263 5,729,987

Purchases (sales) of treasury shares

(65,328) (325,792) (980,880)

- - - -

Shares delivered under the 2015 free share plan Shares delivered under the 2016 free share plan

(2,019,000)

-

Shares delivered as part of the employees’ shareholding plan

-

(1,508,515)

AT PERIOD-END

9,943,735 11,315,735 11,315,735

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PSA - GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT