PSA_GROUP_REGISTRATION_DOCUMENT_2017

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

Use in 2017

Authorisation

Duration From Until

Issues of shares or securities carrying rights to shares without preferential subscription rights in connection with a stock-for-stock offer initiated by the Company (26th Resolution of the 2017 SGM) Issues of shares and/or securities carrying rights to shares of the Company without PSR, in payment for another company’s securities, other than in connection with a stock-for-stock offer initiated by the Company (28th Resolution of the 2017 SGM) Blanket ceiling on capital increases carried out pursuant to the 23rd to the 28th and the 30th and 31st resolutions (29th Resolution of the 2017 SGM) Share capital increases reserved for employees, without preferential subscription rights (30th Resolution of the 2017 SGM) Delegation of authority for the Managing Board to issue warrants to subscribe for shares reserved for companies of the General Motors Group (31st Resolution of the 2017 SGM) Issues of equity warrants while a takeover bid in relation to the Company’s shares is in progress (32nd Resolution of the 2017 SGM)

Aggregate nominal total amount of capital > increase not to exceed €86,374,575 Aggregate nominal total amount of debt > not to exceed €2,100 million in the for the issue of debt securities

10 May 2017

10 July 2019

26 months

None

10 May 2017

10 July 2019

Up to 10% of the share capital >

26 months

None

Aggregate nominal total amount of capital > increase not to exceed €350,675,796

Aggregate nominal total amount of capital > increase not to exceed €8,637,457

10 May 2017

10 July 2019

26 months

None

Within a maximum of thirty-nine million > seven hundred and twenty-seven thousand three hundred and twenty-four (39,727,324) shares in the Company

10 November 2018 10 November 2018

10 May 2017

18 months

Aggregate nominal total amount of capital > increase not to exceed €431,872,878

10 May 2017

18 months

None

SGM: Shareholders’ General Meeting. PSR: preferential subscription right.

Description of buyback programme 7.2.8.

PURPOSE OF THE SHARE BUYBACK PROGRAMME

Pursuant to Article 241-2 of the AMF General Regulation, this paragraph constitutes the description of the buyback programme that will be submitted to the Shareholders’ General Meeting of 24 May 2018. NUMBER OF TREASURY SHARES AND ALLOCATIONS AS AT 31 DECEMBER 2017 At 31 December 2017, Peugeot S.A. held 11,315,735 treasury shares, representing 1.25% of the share capital. At 31 December 2017, these shares were allocated for the following purposes: 389,000 shares allocated to the performance shares international „ allocation plan resolved by the Managing Board on 27 February 2015; 2,200,000 shares allocated to the free share plan approved by „ the Managing Board on 2 June 2016; 2,693,000 free shares allocated to the performance shares „ allocation plan resolved by the Managing Board on 22 February 2017; the balance of 6,033,735 shares allocated to future LTI plans. „ For more details, please refer to Note 15.1.C to the 2017 consolidated financial statements, Section 5.6 above.

The authorisation could be used: to buy back shares for cancellation in order to reduce the „ Company’s capital; for allocation on exercise of stock options; „

for performance share grants; „ for employee savings plans; „ to allot shares in connection with equity transactions; „

to maintain a liquid market in the Company’s shares through „ market-making transactions carried out by an independent investment services provider; to deliver shares under an acquisition, merger, split-off or capital „ contribution transaction. In compliance with the law, the Company may never directly or indirectly own more than 10% of issued capital. The authorisation covers a maximum number of 79,167,086 shares with a maximum purchase price of €30 per share and is given for an 18-month period, or until 24 October 2018. In 2017, the Company bought back 5,729,987 treasury shares. The draft of the 21st Resolution that will be proposed to the Shareholders’ General Meeting of 24 April appears in Section 8 of this Registration Document. In accordance with the provisions of Article L. 225-209 of the French Commercial Code and Articles 241-1 to 242-7 of the AMF General Regulations, information about all share transactions must be made available under “AMF regulated information” on the www.groupe-psa.com website.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT