PSA_GROUP_REGISTRATION_DOCUMENT_2017

CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2017 Notes to the consolidated financial Statements at December 2017

Grants of Performance Shares by Peugeot S.A. The performance shares plans established in 2015, 2016 and 2017 are described in Note 7.2.B. Analysis of share capital

2017

2016

(in euros)

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

859,924,895 808,597,336

44,903,318

51,327,559

904,828,213 859,924,895

Issuance of equity warrants As part of the purchase of a majority interest in the Opel Vauxhall automotive business, 39,727,324 equity warrants were issued to Adam Opel GmbH, a subsidiary of the General Motors Group, for a total fair value of €541 million. The equity warrants entitle the holder to subscribe for up to 39,727,324 shares in Peugeot S.A. with a par value of €1 each, with one share per warrant. The exercise price of each warrant will be €1, and they will only be exercisable between the 5th and 9th years following the date of their issue. The issue of these warrants does not immediately impact consolidated equity. The maximum amount of the capital increase liable to arise from this issue is €39,727,324 for 39,727,324 new shares. In addition, General Motors and its affiliated companies do not have any governance or voting rights in respect of these warrants, and are obliged to sell the PSA shares received within a period of 35 days from the date of exercise of the warrants. Treasury shares C. All Peugeot S.A. shares held by the Group are recorded at cost as a deduction from equity. Proceeds from sales of treasury shares are taken to equity, so that any disposal gains or losses have no impact on profit (loss) for the period.

Situation at 31 December 2017 Share capital amounted to €904,828,213 at 31 December 2017, 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. Following the capital increases carried out in the first-half of 2017, the stakes of Lions Participation (BPI France) which entered the capital on 19 June 2017, Dongfeng Motor Group and the Peugeot family (FFP and Établissements Peugeot Frères) each stood at 12.23% (12.86% at 31 December 2016) i.e. 110,622,220 shares each. For Dongfeng Motor Group, this stake accounted for 19.94% of the voting right, including treasury shares, and for 19.74% of the voting rights, excluding treasury shares. For the Peugeot family, this stake accounted for 17.63% of the voting right, including treasury shares, and for 17.45% of the voting rights, excluding treasury shares. For Lion Participation, this stake accounted for 9.97% of the voting right, including treasury shares, and for 9.87% of the voting rights, excluding treasury shares. The share price on 31 December 2017 was €16.96.

The Group may use the buyback authorisations given at Shareholders’ Meetings to buy back Peugeot S.A. shares.

Changes in treasury shares are presented in the following table:

Number of shares held (1)

Notes 2017 Transactions 2016 Transactions

(number of shares)

At beginning of period

9,113,263 5,729,987

9,113,263

Purchases of treasury shares

Shares delivered under the 2015 performance shares plan Shares delivered as part of the employees’ shareholding plan

(2,019,000) (1,508,515) 11,315,735

- -

AT PERIOD-END

9,113,263

Allocation Shares held for allocation on exercise of future performance share plans or > stock options

6,033,735 389,000 2,200,000 2,693,000 11,315,735

4,448,263 2,465,000 2,200,000

Coverage of the 2015 performance shares plan > Coverage of the 2016 performance shares plan > Coverage of the 2017 performance shares plan >

7.2.B 7.2.B 7.2.B

-

9,113,263

No cancellation of shares was made neither in 2016 nor in 2017. No purchases were made in 2016.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT