PSA_GROUP_REGISTRATION_DOCUMENT_2017

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL Information about the Company’s Share Capital

Potential share capital 7.2.6.

The potential share capital is comprised of equity warrants (BSA):

On 31 July 2017, in accordance with the 31st resolution of the Shareholders’ General Meeting of 10 May 2017, 39,727,324 equity warrants (BSAs) were issued in favour of Adam Opel GmbH, a subsidiary of the General Motors Group, at the unit price of €16.3386515. These equity warrants give entitlement to subscribe a maximum of 39,727,324 shares in the Company of nominal value of €1 each, on the basis of 1 share for 1 equity warrant. The exercise price of each equity warrant shall be €1, and the warrants shall be exercisable only from the 5th to the 9th year following the date of their issue. Hence, the issue of these equity warrants has no immediate impact on the Group’s equity capital. 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.

EQUITY WARRANTS (BSA) By decision of the Managing Board of 24 April 2014, a bonus issue of 342,060,365 equity warrants was carried out for existing Peugeot S.A. shareholders, on the basis of one warrant for each share held, and exercisable after the second year. The capital increase resulting from this issue amounted to €760 million with the issue of 118,239,565 new shares. Between 1 January 2017 and 29 April 2017 at the end of the period for exercise of the equity warrants, warrant holders exercised 97,993,880 equity warrants, initiating the creation of 44,903,318 shares. For more information, refer to Note 15.1.B to the 2017 consolidated financial statements.

Authorisations in effect 7.2.7.

The following financial authorisations have been granted by the Shareholders’ Meeting to the Managing Board. In accordance with the Company by-laws, any corporate actions or bond issues must be submitted to the Supervisory Board for prior approval. SUMMARY STATEMENT OF FINANCIAL AUTHORISATIONS IN EFFECT AT 31 DECEMBER 2017 AND USE MADE OF THEM DURING THE 2017 FINANCIAL YEAR

Use in 2017

Authorisation

Duration From Until

1- Ordinary Shareholders’ Meeting

10 November 2018

€5,729,987 (0.63% of capital)

Acquisition of up to 77,261,312 shares and > up to 10% of the share capital Maximum purchase price: €30 >

10 May 2017

Trading in own shares (21st Resolution of the 2017 SGM)

18 months

2- Extraordinary General Meeting Capital reductions by cancellation of shares bought back by the Company, not to exceed 10% of the share capital (22nd Resolution of the 2017 SGM) Performance share grants of existing or unissued shares in the Company (14th Resolution of the 2016 SGM) Issues of shares and/or marketable securities carrying rights to shares with preferential subscription rights directly or indirectly convertible into shares by incorporating reserves, profits or premiums inter alia (23rd Resolution of the 2017 SGM) Issues without preferential subscription rights of shares and/or securities directly or indirectly convertible into shares, by a public offering or private placement (24th and 25th resolutions of the 2017 SGM)

Up to 10% of the Company’s share capital > in any 24 months

10 May 2017

10 July 2019

26 months

None

2,700,000 shares (0.31% of capital)

Up to 0.85% of the Company’s share > capital in any 24 months

27 April 2016

27 June 2018

26 months

Aggregate nominal total amount of capital > increase not to exceed €215,936,439 Aggregate nominal total amount of debt > not to exceed €2,100 million in the event that debt securities are issued Aggregate nominal total amount of capital > increase not to exceed €86,374,575 Aggregate nominal total amount of debt > increase not to exceed €2,100 where debt securities are issued > Authorisation to increase the number > of securities offered under any issues decided pursuant to the Resolutions 12, 13 and 14 approved at the Shareholders’ General Meeting of 29 April 2015, provided that the ceilings specified in the resolutions and 15% of the initial issue are not exceeded

10 May 2017

10 July 2019

26 months

None

10 May 2017

10 July 2019

26 months

None

Increase in the number of securities offered with or without PSR for issues that are oversubscribed (26th Resolution of the 2017 SGM)

10 May 2017

10 July 2019

26 months

None

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GROUPE PSA - 2017 REGISTRATION DOCUMENT