PSA_GROUP_REGISTRATION_DOCUMENT_2017

PEUGEOT S.A. FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017 Notes to Peugeot S.A. financial Statements

PERFORMANCE SHARE PLAN During 2017, a new free share plan was instituted. Since 2015, the plans instituted factor in performance criteria which determine the number of free shares awarded to the grantees. Performance share plan 2015 1) On 31 March 2017 at midnight, in accordance with the plan terms, 2,019,000 free shares were awarded to the French residents. The shares have a two-year lock-in period, expiring on 31 March 2019. For staff who are not French tax residents, the performance shares will vest at the expiry of the vesting period on 31 March 2019. No subsequent lock-in period shall be required of the beneficiaries. 2016 share grant 2) As a reminder, a free share plan was implemented on 27 April 2016, subject to performance conditions and relating to 2,200,000 existing treasury shares. 2017 share grant 3) In accordance with the authorisation granted to it at the Extraordinary General Meeting of 27 April 2016, expiring on 27 June 2018, the Peugeot S.A. Managing Board adopted on 22 February 2017 a new long-term discretionary incentive plan in the form of the allocation of performance shares. On 10 April 2017, that Managing Board resolved to extend the plan to a maximum number of 2,700,000 treasury shares. Vesting is subject to two performance

conditions. The first part will be linked to the Automotive Division’s operating margin over 2017, 2018 and 2019 and the second part, to the Group’s revenue growth between 2016 and 2019, at constant exchange rates. For all guarantees, the performance shares will be acquired in two tranches, following two vesting periods: an initial vesting period of three years, expiring on 14 April 2020 „ for 50% of the shares; and a second period of four years, expiring on 14 April 2021 for the „ remaining 50%. For both of the aforementioned tranches, vesting will be subject to a condition of presence within Groupe PSA at the end of the vesting period in question. These grants led to the recognition of a provision for expenses related to the probable share grants. The probability of allocation is assessed on a grant-by-grant basis, in accordance with the terms and conditions of each grant. B. At 31 December 2017 most of the OAT debt securities held by Peugeot S.A. are purchased under resale agreements and lodged with the European Investment Bank as collateral for loans made by the bank to Group subsidiaries. These resale agreements (for renewable three-month periods) are included in “Other marketable securities” in an amount of €28.5 million at 31 December 2017. OTHER MARKETABLE SECURITIES

CASH AND CASH EQUIVALENTS

NOTE 11

Cash equivalents correspond to cash advances made to GIE PSA Trésorerie, manager of the cash pool for the Group’s manufacturing and sales companies. The funds are immediately available to meet the Company’s day-to-day cash needs and bear interest at a rate based on the average monthly EONIA.

The cash advances are used by GIE PSA Trésorerie to meet the short-term financing needs of Group subsidiaries. External investments consist of units in money market funds with a capital guarantee and a guaranteed yield, retail certificates of deposit and money market notes at overnight rates. At 31 December 2017, advances to GIE PSA Trésorerie totalled €3,599.2 million.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT