PSA - 2019 Universal Registration Document

PEUGEOT S.A. FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 Notes to Peugeot S.A. Financial statements

MARKETABLE SECURITIES

NOTE 7

Changestreasuryshares classified as “marketable securities”:

Allocations to performance share grants

Allocations for future LTI plans

Total

Number

Value

Number

Value

Number

Value

(in million euros)

Total at 1 January 2019

7,982,000

147.3 3,333,735

67.3 11,315,735 214.6

Share acquisitions > Disposal of shares > Share awarded >

-

-

- - -

- -

-

-

(65,328.0)

(0.9) (18.7)

(65,328)

(0.9) (18.7)

(1,306,672.0) 2,462,000.0 9,072,000

- (1,306,672)

Shares reclassified: change of category (1)(2) >

51.5 (2,462,000) 179.2 871,735

(43.8)

-

7.7

COST AT 31 DECEMBER 2019 Impairment at 1 January 2019

23.5 9,943,735 202.7

(14.2) (0.4)

Charges > Reversals >

12.1

Shares reclassified: change of category (2) >

(7.3) (9.8)

Provisions for impairment

-

(4.6)

-

(5.2)

-

NET COST AT 31 DECEMBER 2019

9,072,000

174.6 871,735

18.3 9,943,735 192.9

Recategorisations made by the Managing Board. (1) The transfer of treasury shares to the performance share plans was made at their net carrying amount for the portion of the shares whose (2) award was considered likely.

PERFORMANCE SHARE PLAN During 2019, a new free share plan was instituted. The plans instituted factor in performance criteria which determine the number offree shares awarded to the grantees. As a reminder: Performance shareplan 2015 1) At midnighton 31 March2019, in accordancewith the terms of the plan, 325,792 free shares were issued to the Non-French tax residents and 32,208 shareswere sold to cover the associated withholding taxes. The 2015plan isnow fully implemented. Performance shareplan 2016 2) The first maturitydateof this plan expiredon 3 June2019,980,880 free shares were deliveredto beneficiariesunder the terms of the plan and 33,120 shares were sold to cover the associated withholding taxes. The last tranche of this plan with an initial number of shares of 1,100,000 will expire on 3 June 2020. In accordance with the ManagingBoardmeetingof 23 July2019, 1,014,000treasuryshares havebeenallocated tothis plan. Performance shareplan 2017 3) The free share plan subject to performanceconditions in 2017 represents 2,693,000 sharesoriginally. In accordance with the ManagingBoardmeetingof 23 July2019,2,452,000treasuryshares were allocated to thisplan.

Performance shareplan 2018 4) The free share plan subject to performanceconditions in 2018 represents 2,700,000 sharesoriginally. In accordance with the ManagingBoardmeetingof 23 July2019,2,524,500treasuryshares were allocated to thisplan. Performance shareplan 2019 5) On 25 February 2019, the Managing Board of Peugeot S.A. approveda new long-termdiscretionaryprofit-sharingplan in the formof free sharesawarded, subject to performance conditions. The Managing Boards of 20 May and 23 July 2019 decided to increase this plan to a total of 3,081,500 existing shares held in treasuryby the Company. Definitiveacquisitionis subjectto the achievementof performance targets linked to the average adjusted operating income of the Automotive division, to quality through the automotive world quality failure rate and to environmentalcompliancethrough the level ofCO2 emissions. Reaching these performanceobjectiveswill be evaluated over a periodof three years (2019to 2021). For all guarantees,the performanceshareswill be acquiredin two tranches,followingtwo vestingperiods: an initial vestingperiodof three years, expiringon 23 May2022 n for 50%of the shares;and a secondperiod of four years, expiringon 23 May 2023 for the n remaining 50%. For both of the aforementioned tranches,vestingwill be subjectto a conditionof presencewithinGroupePSAat the endof the vesting periodin question. No subsequent lock-in period shall be required of the beneficiaries. These grants led to the recognitionof a provision for expenses relatedto the probablesharegrants.The probabilityof allocationis assessedon a grant-by-grantbasis, in accordancewith the terms andconditionsof eachgrant.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT